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SLC Annual Report 2021

Jun 15, 2022

52170_rns_2022-06-15_64543d67-2b2a-49e5-b5c4-cfb5be945c63.pdf

Annual Report

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Stock Code: 2616 Annual Report Inquiry URL: Market Observation Post System http://mops.twse.com.tw/ Company Website http://www.slc.com.tw/

Shan-Loong Transportation Co., Ltd. 2021 Annual Report

Shan-Loong Transportation Co., Ltd. SHAN-LOONG TRANSPORTION CO., LTD

Date of Publication: May 26, 2022

  • I. Name, job title and contact phone number and email of the Company's spokesperson and acting spokesperson

Spokesperson's name: Lan-Hui Yu Title: Vice Chairman Telephone: (02)2959-9611 Email: [email protected]

Acting Spokesperson Name: Min-Peng Hsu Title: Chief Operating Officer Telephone: (02)2959-9611 Email: [email protected]

  • II. Addresses and Phone Numbers of Corporate Headquarter, Subsidiaries, and Plants

General Management Office 2F, No. 1-2, Sec. 1, Minsheng Rd., Banqiao Dist., New Taipei City Telephone: (02)2959-9611 Fax: (02)2959-9441 Eastern Area Operations Office No.1, Ziqiang Road, Su'ao Township, Yilan County Telephone: (03)990-8582 Fax: (03)990-8585 Northern Area Operations Office No. 2-10, Chaoyin Road, Beigang Village, Daoyuan District, Taoyuan City Telephone: (03)386-8833 Fax: (03)386-6375 Central Area Operations Office No. 568, Zili Rd., Wuqi Dist., Taichung City Telephone: (04)2639-0283 Fax: (04)2639-8192 Mailiao Operations Office No. 222-24, Hou'an Road, Hou'an Village, Mailiao Township, Yunlin County Telephone: (05)691-0283 Fax: (05)691-0631

Southern Area Operations Office No. 26-3, Yanhai 3rd Rd., Fengmingli, Xiaogang Dist., Kaohsiung City Telephone: (07)871-6691~5 Fax: (07)871-7958

For gas station locations, please refer to the "II Company Profile".

III. Name, address, website, and telephone of the stock transfer handling institution

Name: Shan-Loong Transportation Co., Ltd. Stock Affairs Division 2F, No. 3, Sec. 1, Minsheng Rd., Banqiao Dist., New Taipei City Website: http://www.slc.com.tw/ Telephone: (02)2222-5131 extension 260-265

  • IV. Names of certified public accountants, address, website, and telephone number of the accounting firm

auditing the Company's latest financial report:

Certified Public Accountant Name: Lo, Jui-Lan and Au, Yiu Kwan CPA Firm: KPMG Taiwan Address: 68F., Taipei 101 Tower, No. 7, Sec. 5,. Xinyi Road, Taipei City Website: http://www.kpmg.com.tw/ Telephone: (02)8101-6666

  • V. Overseas Listing: None

  • VI. Website:

http : //www.slc.com.tw/

Page

Table of Contents

Chapter 1. Letter to Shareholders .................................................................................................... 1

Chapter 2. Company Profile ................................................................................................................... 3

Chapter 3. Corporate Governance Report ........................................................................................... 9

  • I. Organization II. Information on the Company's Directors, President, Vice Presidents, Associate Managers, and the Supervisors of all the Company's Divisions and Branch Units

  • III. Implementation of Corporate Governance

  • IV. Information Regarding the Company's Audit Fee and Independence

  • V. Replacement of CPA

  • VI. The Company's chairman, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm:

  • VII. Equity transfer or changes to equity pledge of directors, managerial officers, or shareholders holding more than 10% of company shares

  • VIII. Information on Concerned Relationship of Top Ten Major Shareholders

  • IX. Consolidated Shareholding Percentage

Chapter 4. Capital Overview .................................................................................................................. 54

  • I. Capital and Shares

  • II. Implementation of capital utilization plans

Chapter 5. Operations Overview ........................................................................................................... 60

  • I. Business Activities II. Market and Sales Overview III. Employee Profile IV. Environmental Protection Expenditures

  • V. Protective Measures for Working Environment and Personal Safety of Employees

  • VI. Labor Relations VII. Important Contracts

Chapter 6. Financial Overview ............................................................................................................... 76

  • I. Abbreviated Balance Sheets and Income Statements, Name of CPA and Auditing Opinion for the Past Five Fiscal Years

  • II. Financial analysis in the most recent five years III. 2020 Audit Committee's Review Report IV. Financial Report of the Most Recent Year

  • V. The Parent Company-only Financial Statements for the Most Recent Fiscal Year, Certified by the CPA

Chapter 7. Financial Status and Operating Results Review and Risk Matters ................................. 221

  • I. Financial Status

  • II. Financial Performance

  • III. Analysis of Cash Flow

  • IV. Major Capital Expenditures and Impact on Financial and Business in the most recent year:

  • V. Investment policy in the past year, the main reasons for profit/loss, improvement plan, and investment plan for the upcoming fiscal year:

  • VI. Risk Analysis and Assessment for the Most Recent Fiscal Year and as of the Publication Date of the Annual Report

  • VII. Other important items:

Chapter 8. Special Disclosure .................................................................................................................. 226

  • I. Summary of Affiliated Companies

  • II. Handling of Private Placement Securities in the Most Recent Year

  • III. Holding or Disposal of Shares in the Company by the Company's Subsidiaries during the Most Recent Fiscal Year or the Current Fiscal Year up to the Publication Date of the Annual Report

  • IV. Other Necessary Supplementary Information

Chapter 9. Any of the Matters that Have a Significant Impact on Shareholders' Equity or Securities Prices under Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange law ................................................................................................................................................. 230

Chapter 1. Letter to Shareholders

Dear Shareholders,

In 2021, the global economy gradually recovered from the "COVID-19" epidemic, and international oil prices were generally on an upward trend. Although the Company’s container transportation was affected by global port congestion and significant delays in shipping schedules, which led to increase in operating income and transportation costs for oil products, with the efforts of all staff and partners, its annual performance still showed steady growth and continued success.

The report on the consolidated operating results of the Company and its subsidiaries for the year 2021 is as follows:

Transportation: The consolidated revenue in 2021 was NT$5.65678 billion (the same below), an increase of NT$236.24 million and a 4.36% increase from the NT$5.42054 billion in 2020.

Oil products: The consolidated revenue in 2021 was NT$13.15538 billion, which was a increase of NT$2.62042 billion and a 24.87% increase from the NT$10.53496 billion in 2020.

In 2021, the overall consolidated revenue was NT$18.81216 billion, which was a increase of NT$2.85666 billion and a 17.90% increase from the NT$15.95550 billion in 2020.

The annual after-tax net profit reached NT$424.56 million, and the after-tax earnings per share (EPS) reached NT$3.06 per share.

Looking ahead to 2022, it is expected that advanced countries, such as the U.S. and European countries, will increase their unlock down efforts and relax border controls due to the increased vaccine coverage and the shift to "living with COVID-19" in their epidemic prevention strategies, which will lead to an increase in business, tourism, and other transportation mobility, resulting in growth in demand for crude oil. We still need to take one step at a time, with enthusiasm, positive and enterprising attitude, pragmatic approach, and a relentless spirit, so that Shan-Loong can continue to grow and progress.

In Thousands of New Taiwan Dollars

FY2021 FY2020 Increase (Decrease)
Amount
Increase (Decrease)
Operating
Revenue
18,812,163 15,955,500 2,856,663 17.90
Operating
profit
1,410,146 1,356,527 53,619 3.95
Net Profit
After Tax
424,560 379,889 44,671 11.76

1

Item FY2021 FY2020
Financial
Structure
Liabilities to Assets Ratio 47.29 47.47
Long-term Capital to Fixed Assets Ratio (%) 190.02 206.33
Solvency Current ratio 82.06 97.12
Quick Ratio 74.37 87.11
Profitability Return on Assets 4.41 4.28
Return on Equity 7.91 8.02
Profit margin 2.26 2.38
Basic earnings per share (NT$) 3.06 2.73

We hereby present the following outline of the Company’s annual Business Plan for 2022:

(I) Lean Management:

Start talent management and optimize human resources; Strengthen data collection and analysis to improve work efficiency; Integrate land in each district to enhance utilization efficiency; Integrate administrative resources and optimize operational processes.

(II) Lean Transportation:

Strengthen dispatching flexibility to meet customer needs; Implement administrative operations to achieve management targets; Cultivate professional talents to enhance professional capabilities.

(III) Lean Logistics:

Micro-manage and optimize processes, improve distribution efficiency and on-time rate performance, meet customer needs, and broaden sources of income and reduce expenditure.

(IV) Innovative Oil Products:

Build full self-service gas stations, member APP pre-storage and vehicle identification system, and enter into environmental detection, to lead the new business model in the market.

  • (V) Deeply cultivated in Vietnam:

  • Create a container transferring yard, improve the efficiency of transfers, strengthen vehicle dispatching, and provide high-quality services.

  • (VI) Grand Auto:

Combine sales of new vehicles with maintenance to create stable and sustainable business volume, maintain the service level of the original manufacturer, and promote various services with the Internet of vehicles as the core.

  • (VII) Shipping to the World:

Actively explore global routes, improve service quality, and strengthen customer recognition.

Finally, we would like to express our sincere thanks to all shareholders for their long-term support and encouragement, and wish you all good health, peace and all the best!

Chairman

Sincerely,

2

Chapter 2. Company Profile

I. Date of establishment : 6 April 1976.

Location of Gas Stations

Area Station Address Telephone
Northern Area Chongqing
Station
No. 456 Chongqing Road, Hualien City 03-8331482
Northern Area Jichang
Station
No. 121, Zhongxing Rd., Ji’an Township, Hualien County 03-8546115
Northern Area Fuxing Station No. 259, Sec. 3, Chunjing Rd., Luodong Township, Yilan
County
03-9544677
Northern Area Longde
Station
No. 1-1, Ziqiang Rd., Su’ao Township, Yilan County 03-9909633
Northern Area Fuxing Station No. 252, Sec. 3, Wujie Rd., Wujie Township, Yilan
County
03-9605494
Northern Area Wanda Station No. 207, Wanda Rd., Taipei City 02-23375690
Northern Area Huazhong
Station
No. 388, Wanda Rd., Taipei City 02-23378460
Northern Area Guangxing
Station
No. 776, Jianguo Rd., Bade Dist., Taoyuan City 03-3712497
Northern Area Bade Station No. 669, Guangfu Rd., Bade Dist., Taoyuan City 03-3664565
Northern Area Dayuan
Station
No. 79, Minsheng Rd., Dayuan Dist., Taoyuan City 03-3850738
Northern Area Daxi Station No. 105, Yongchang Rd., Daxi Dist., Taoyuan City 03-3074683
Northern Area Puding Station No. 191, Sec. 2, Puding Rd., Daxi Dist., Taoyuan City 03-3070668
Northern Area Zhongli
Station
No. 5-3, Jilin Rd., Zhongli Dist., Taoyuan City 03-4617151
Northern Area Longxing
Station
No. 693, Longxing Rd., Zhongli Dist., Taoyuan City 03-4375828
Northern Area Fufeng Station No. 1110 Kuaisu Road, Pingzhen Dist., Taoyuan City 03-4598126
Northern Area Luzhu Station No. 532, Sec. 2, Nankan Rd., Luzhu Dist., Taoyuan City 03-3229609
Northern Area Guanyin
Station
No. 258, Sec. Guangxing, Binhai Rd., Guanyin Dist.,
Taoyuan City
03-4736060
Northern Area Xinsheng
Station
No. 228, Xinsheng Road, Zhongli Dist., Taoyuan City 03-4275107
Northern Area Linkou Station No. 553, Sec. 2, Wenhua 2nd Rd., Linkou Dist., New
Taipei City
02-86011805
Northern Area Yingge Station No. 28 Yonghe 2nd Street, Yingge Dist., New Taipei City 02-26709799
Northern Area Xinglong
Station
No. 628, Sec. 5, Chongxin Rd., Sanchong Dist., New
Taipei City
02-29995499
Northern Area Futai Station No. 76, Sec. 1, Chengtai Rd., Wugu Dist., New Taipei City 02-22953510
Northern Area Guanxi Station No. 138, Shiliuzhang, Dongguangli, Guanxi Township,
Hsinchu County
03-587-6713
Central Area Dadu Station No. 247, Sec. 3, Shatian Rd., Dadu Dist., Taichung City 04-26997315
Central Area Dali Station No. 71, Sec. 1, Guoguang Rd., Dali Dist., Taichung City 04-24078672
Central Area Daya Station No. 259, Sec. 4, Zhongqing Rd., Daya Dist., Taichung City 04-2568-9565
Central Area Wuquan
Station
No. 105, Wuquan Rd., West Dist., Taichung City 04-22027088
Central Area Shalu Station No. 600, Sec. 7, Xiangshang Rd., Shalu Dist., Taichung
City
04-26366189

3

Area Station Address Telephone
Central Area Dongshi
Station
No. 706, Sec. 6, Dongguan Rd., Dongshi Dist., Taichung
City
04-25771655
Central Area Dingnan
Station
No. 536-32, Zhongshan Rd., Qingshui Dist., Taichung City 04-26220166
Central Area Wuqi Station No. 725, Sec. 4, Gangbu Rd., Qingshui Dist., Taichung
City
04-26276328
Central Area Qingshui
Station
No. 286, Sec. 6, Lingang Rd., Qingshui Dist., Taichung
City
04-26276328
Central Area Taichung
Station
No. 571, Zili Rd., Wuqi Dist., Taichung City 04-26307220
Central Area Zhukeng
Station
No. 38, Sec. 1, Zhonghua Rd., Longjing Dist., Taichung
City
04-2635-9009
Central Area Zhongxing
Station
No. 386, Shengfu Rd., Caotun Township, Nantou County 049-2371040
Central Area Caotun Station No. 642, Bo’ai Rd., Caotun Township, Nantou County 049-2304685
Central Area Puli Station No. 172, Sec. 4, Zhongshan Rd., Puli Township, Nantou
County
049-2915022
Central Area Pingshan
Station
No. 16, Nangang 3rd Rd., Nantou City, Nantou County 049-2252513
Central Area Tongluo
Station
No. 35-1, Zhuwei, Tongluo Township, Miaoli County 037-980809
Central Area Miaoli Station No. 1-1, Zhonglong 1st Rd., Tongluo Township, Miaoli
County
037-234529
Central Area Toufen Station No. 25, Sec. 1, Yongzhen Rd., Toufen City, Miaoli County 037-613101
Central Area Wenshan
Station
Miaoli County Miaoli City to Highway 596 No. 1 037-363901
Central Area Mailiao
Station
No. 651, Gongye Rd., Mailiao Township, Yunlin County 05-6910118
Central Area Linnei Station No. 3-5 Dapu Rd., Linnei Township, Yunlin County 05-5890850
Central Area Guilin Station No. 399, Sec. 1 Zhongshan Rd., Yuanlin Township,
Changhua County
04-8008080
Central Area Zhangxing
Station
No. 928, Sec. 2, Zhangshui Rd., Pitou Township,
Changhua County
04-8922011
Central Area Changhua
Station
No. 66, Sec. 1, Zhongshan Rd., Changhua City, Changhua
County
04-7120616
Central Area Quanxing
Station
No. 262-2, Xinggong Rd., Hemei Township, Changhua
County
04-7978633
Central Area Beitun Station No. 211, Beitun Rd., Beitun Dist., Taichung City 04-22334437
Central Area Wenxin
Station
No. 891, Sec. 4, Wenxin Rd., Beitun Dist., Taichung City 04-22412981
Central Area Baozhong
Station
No. 3, Zhongzheng Rd., Zhongzheng Village, Baozhong
Township, Yunlin County
05-697-3626
Southern Area Liujia Station No. 21, Guizigang, Guigang Village, Liujia Dist., Tainan
City
06-6988940
Southern Area Yongkang
Station
No. 995-1, Zhonghua Rd., Yongkang Dist., Tainan City 06-2818655
Southern Area Anding
Station
No. 304-8, Sucuo, Anding Dist., Tainan City 06-5976971
Southern Area Shanhua
Station
No. 361, Xiaoxinying, Shanhua Dist., Tainan City 06-5115048
Southern Area Gaoren Station No. 135, Sec. 2, Zhongzheng S. Rd., Guiren Dist., Tainan
City
06-2782899
Southern Area Jiafeng Station No. 770, Fuxing Rd., Xinying Dist., Tainan City 06-6528797
Southern Area Qingxi Station No. 451, Sec. 2, Hesheng Rd., Pingtung City 08-7521685

4

Area Station Address Telephone
Southern Area Pingtung
Station
No. 202, Sec. 3, Ruiguang Rd., Pingtung City 08-7362562
Southern Area Zhutian
Station
No. 15, Zhongyi Rd., Zhutian Township, Pingtung County 08-7712688
Southern Area Fengming
Station
No. 27, Liancheng Rd., Zhutian Township, Pingtung
County
08-7896225
Southern Area Zhongshan
Station
No. 33, Sec. 4, Zhongshan Rd., Fangshan Township,
Pingtung County
08-8761533
Southern Area Donggang
Station
No. 75-49, Chuantou Rd., Donggang Township, Pingtung
County
08-8006178
Southern Area Chaozhou
Station
No. 583, Siwei Rd., Chaozhou Township, Pingtung County 08-7892222
Southern Area Kaohsiung
Station
No. 26-3, Yanhai 3rd Rd., Xiaogang Dist., Kaohsiung City 07-8716691
Southern Area Dafa Station No. 201, Daliao Rd., Daliao Dist., Kaohsiung City 07-7822196
Southern Area Renwu Station No. 153, Renlin Rd., Renwu Dist., Kaohsiung City 07-3742562
Southern Area Benzhou
Station
No. 11, Benzhou Rd., Gangshan Dist., Kaohsiung City 07-9585482
Southern Area Military
Academy
Station
No. 100, Shitan Rd., Gangshan Dist., Kaohsiung City 07-6253965
Southern Area Gangshan
Station
No. 500, Gangyan Rd., Gangshan Dist., Kaohsiung City 07-6163078
Area Station Address
Southern Area Linyuan
Station
No. 1038, Sec. 2, Fenglin Rd., Linyuan Dist., Kaohsiung
City
07-6415596
Southern Area Xiongyuan
Station
No. 1-29 Zhongmen Road, Linyuan District, Kaohsiung
City
07-6415389
Southern Area Puya Station No. 69, Ziqi Rd., Lingya Dist., Kaohsiung City 07-7610048
Southern Area Gangshan
Station
No. 683, Anzhao Rd., Yanchao Dist., Kaohsiung City 07-6163078
Southern Area Yanchao
Station
No. 730, Anzhao Rd., Yanchao Dist., Kaohsiung City 07-9585623
Southern Area Yongfa
Station
No. 160, Yancheng Avenue, Mituo Dist., Kaohsiung City 07-6106682
Southern Area Dalin Station No. 1-8, Linzitou, Dalin Township, Chiayi County 05-2951325
Southern Area Jiatai Station No. 508, Sec. 2, Beigang Rd., Taibao City, Chiayi County 05-3005199
Southern Area Jiayi Station No. 136, Sec. 1, Shixian Rd., Beixin All., West Dist.,
Chiayi City
05-2911692
Southern Area Minxiong
Station
No. 27, Minxin Rd., Minxiong Township, Chiayi County 05-226-0423

5

II. Company History
1976 Trump Transportation Co., Ltd., the Company's predecessor, was founded.
1982 The Company changed its name into Shan-Loong Transportation Co., Ltd., mainly engaged
in container transportation and bulk cargo business.
1984 Taichung Plant, which engaged in the transportation and automobile repair business, was
established in Taichung Harbor Related Industrial Park, covering an area of 14,869 square
meters.
1987 Kaohsiung Plant, which engaged in the transportation and automobile repair business, was
established in Xiaogang District, Kaohsiung, covering an area of 15,950 square meters.
1990 Additional plant land in Miaoli Zhongxing Industrial Park was acquired, covering an area
of 9,547 square meters.
1991 Shares were publicly offered.
1993 Dayuan Plant, which engaged in the transportation business, was established in Taoyuan
Dayuan Industrial Park, covering an area of 15,838 square meters.
1994 Passed ISO 9002 International Quality Management System certification.
1996 Highly rated by SQAS, the European Road Transport Safety and Quality Assessment
System.
1997 Shares were listed in TWSE.
1998 The Company's first gas station was established in Kaohsiung Plant.
1999 Zhongli Plant was established, covering an area of 15,384 square meters. Gas stations and
vehicle supervision and inspection business were established in Zhongyi Plant and Miaoli
Plant, separately.
2001 Gas stations were established in Taichung Plant and Pingdong Chaozhou, respectively.
2002 A logistics warehouse was established in Taoyuan County. Gas stations were respectively
established in Yilan, Luodong, Yingge, Dayuan, Guanyin, Houli, Daya, Longjing, Zhukeng,
Caotun, Dalin and Zhutian. Passed ISO9001: 2000 Rev. certification. Annual turnover
reached NT $3 billion.
2003 Passed ISO 14001, International Environmental Management System certification. Annual
revenue reached NT $4.9 billion.
2004 Shanghai Shantong Storage and Transportation Co., Ltd. Shan-Loong Customs Reporting
Co., Ltd changed its name into Shan-Loong International & Customs Broker Co., Ltd.
Shan-Loong Quarterly was published. Annual revenue reached NT $6.6 billion. The
Company's first domestic convertible corporate bonds of NT $300 million was issued.
2005 Passed ISO14001: 2004 Revision certification. Annual revenue reached NT $8.6 billion.
2006 Passed OHSAS 18001 Occupational Health and Safety Assessment System certification.
A GPS Transportation Management System was established. Rebanded the gas stations.
Gas stations amounted to 55. Annual turnover reached NT $9.9 billion.
2007 The Company's second domestic convertible corporate bonds of NT $300 million and chip

6

membership cards of gas stations were issued. Annual turnover reached NT $10.9 billion.
2008 Introduced TPM (Total Production Management) system and established E-Learning
(Electronic Learning) system.
Engaged in the Ministry of Economy's “Intelligent Unmanned Store Construction and
Expansion Plan” as a sponsored vendor.
Engaged in the TTQS (Taiwan Training Quality System) guidance and human resource
upgrading individual program subsidy. Annual turnover reached NT $11.8 billion.
Passed and highly rated by Taiwan Chemical SQAS Cargo Container and Flat Cart
Appraisal System (82%).
2009 Passed OHSAS 18001: 2007 Rev. and ISO 9001: 2008 Rev. certification.
Received a $1 million subsidy from the Works Council Vocational Training Bureau's
"Immediate Charge Program". Introduced ECTS (Enterprise Functional Training System).
The E-Learning system was awarded the “Learning& Service Dual-A Certification” of the
Digital Collection Quality Assurance Center and received government subsidy.
2010 Passed and highly rated by the Formosa Plastic SQAS Chemical Tank Car Assessment
System (88%).
A daily checkout operation system was established. Mailiao Operation Location and gas
station were established.
Application for the "Enterprise Deepening Digital Application Textbook Project Subsidy
Plan" through the Small and Medium Enterprises Branch of the Ministry of Economic
Affairs was approved.
2011 Awarded the Silver Medal in the TTQS Training Quality Review for Year 2011.
Passed the SQAS assessment for Year 2011.
Awarded as the Insured Unit with the Best Performance in Convenience Services. Shan-
Loong adopted the online Declaration of Data Change in March 2007, with an E-rate of
99.74%, ranking among the top three insured units with the highest E-rate.
2012 The first electronic receipt was issued by Shan-loong gas station in the industry, setting a
new model for energy saving and carbon reduction.
Obtained the Healthy Workplace Autonomous Certification - Hazard Control Mark and the
“Premium Healthy Workplace” Award.
2013 Completed the first Corporate Social Responsibility Report.
Self-refueling service by swiping cards was introduced in Shulin Station, the Company's
first self-refueling station.
2014 Donated the second-hand books to primary schools and established a Green Paper Library
to promote the knowledge.
Passed the SQAS assessment consecutively.
Diversified business was launched in Shan-Loong gas stations and Lingya Convenience
Store was officially opened.

7

2015 The Company established Shantong Oil Products Co., Ltd, and the first overseas gas station
was built in Anhui.
Shan-Loong Gas Station won the 3rd place in the 12th Service Industry Award of Weekly
2015.
2016 Passed the “RSQAS” Road Safety Quality and “AEO” Quality Safety Enterprise System
certification.
2017 Acquired a land in Haigan, Dauyuan District, Taoyuan City to build a logistics park.
2018 Won 89th place in service industry in the World's magazine's top 2000 Corporate Survey.
Won the "Bronze Medal" in TTQS Talent Development Quality Management Review for
Year 2018.
2019 Passed three-year-calibration with Safety Certified Quality Enterprise (AEO).
Passed Aural Assessment Road Transport Safety Quality Assessment System (SQAS) of
Formosa Plastics General Management Office.
Honored by 1111 Job Bank as a superior place to work.
Ranked 7th place in the warehousing and cargo transportation industry of "Top 5000 Large
Enterprises in Taiwan".
2020 Completed ISO 45001: 2018 shift.
Donated 5 Firefighting clothes and trousers each to the Yunlin County Fire Department.
Awarded the TFCA Toxicity Prevention Organization Live Rehearsal Excellence Award
and Honor Award.
Awarded with the Excellent Customs-declaration Achievement.
The Lab of Environment Protection Department passed and obtained the Permit to
Competence Mechanism of Environmental testing and measuring.
2021 Honored by the National Taxation Bureau for presenting the Achievement Excellent
Operator Award.
Awarded the “Authorities (Institution) and Manufacturers Who Employ Indigenous People
Excessively Award” Special Merit Award.
Jiatai Station, Shan-Loong's first fully self-service gas station, was put into operation in
Southern Area.
Plant in Taichung Logistics Park (Beidi Automobile Plant) was relocated to Zili Road,
Wuqi District and renamed as "Taichung Second Plant".
Minxiong gas station was established and put into operation. At present, the total number
of gas stations in Taiwan has reached 80.

8

Chapter 3. Corporate Governance Report

I. Organization

(I) Organization Chart

==> picture [414 x 657] intentionally omitted <==

----- Start of picture text -----

Corporate Social
Responsibility Team
Best Practice
Operation Team
Audit Committee Management Office
Head Office of
Operations
Remuneration and
Compensation
Committee
Financial and
Accounting
Department
Industry
Department
Transportation
Department Logistics
Department
Oil Products
Oil Business Department
Department
Environmental
Protection
Overseas Business
Department
Development
Department
Information Office
Planning
Department
Purchasing
Department
Secretariat of the
Board
Audit Department
Shareholders' Meeting Board of Directors Chairman Vice Chairman President
----- End of picture text -----

9

(II) Business Activities of Main Divisions

Head Office of
Operations
1. Plans and executes affairs related to human resources, education and
training.
2. Plans and executes accounting, and prepares, compilation and analysis
financial statements and implements related team operation.
3. Coordinates the planning and management of the source and use of funds
as well as the handling of share-related affairs.
4. Supervises plants and gas stations to carry out labor safety and health
affairs, and establishes a company-wide safety and health prevention
system.
5. Formulates the company's pollution prevention and control policies and
improves plans and emergency handling standards for plants and gas
stations.
6. Occupational healthand safetymanagement.
Transportation
Department
1. In charge of business such as container transportation, shipboard bulk
operations, etc.
2. In charge of bulk cargo handling, warehousing and logistics delivery, and
other business.
Oil Business
Department
In charge of oil sales business.
Planning
Department
In charge of the planning and execution of the Company's marketing plans
and team business, and provide improvement and advice.
Purchasing
Department
In charge of price enquiry and quotation for each product.
Information Office 1. In charge of management planning and maintenance of the Company's
computer systems, equipment and data base, as well as the construction
and integration of information system.
2. In charge of the Company's information security, virus protection and the
maintenance ofcomputer hardware
Audit Department In charge of the evaluation of the Company's internal control system
deficiencies and measure operational efficiency, and provide
recommendations for improvement in a timely manner to ensure the
effective implementation of the internal control system and assist
managementin fulfillingitsresponsibilities.
Overseas Business
Department
1. In charge of the proposal of the business target and promote the
supervision of the overseas business.
2. Tracks, evaluates and improves the performance of overseas business
operations.
3. Assists, assesses and improves various management operations of
overseas undertakings.
4. In charge of the business coordinations of overseas companies with their
parent company.
5. Learns and responses to important local financial laws and regulations of
overseas companies.
6. Examines and evaluates overseas investment targets and new plant sites.
Secretariat of the
Board of Directors
Related affairs of convening the meeting of the Board of Directors

10

II. Information on the Company's Directors, President, Vice Presidents, Associate Managers, and the Supervisors of all the Company's Divisions and Branch Units

(I) Director

(I)
Director
(I)
Director
(I)
Director
March 28, 2022
Date
Electe
d
Term (Years) Shareholding Shares Currently Spouse & Minor Other Supervisors
or



Remark
Shareholding P Titles Director
s who ar
e spouses or

When

Elected

Hel

d

Shareholding
by n
arra
ominee
ement
rimary work or academic
experiences
also held at the Company and
other companies
within t
kinship
he secon d degree of
g
Ntilit/
Job Title aonay
Place of
Name Gender Date First Number of Shares Shareholding ratio Number of Shares Shareholding ratio Number of Shares Shareholding ratio Number of Shares Shareholding ratio Title Name Relationship

Incorporation
Age Elected
Chi f Rbli f H Ml 2020
05
29
3 years 4,328,876 3.15 4,328,876 3.15 -
-
- - - Director Su-
Yun
Cheng
None
Vice Chairman Brother
and Sister
of Ta-Yuan
2014 Cogen Co., Ltd.
Master of
Chairman of
K L
arman o
the Board
epuc o
China
Jen-ao
Cheng
ae
41-50 y.o
06
Commerce,
o oong
Industry Co.,
26 Waseda
University

Ltd.
Director Chuan-
Chuan
Lu

Graduate School,
Parent
Japan
2020
05
29
3 years 304,691 0.22 304,691 0.22 16,312 0.01 - - None None None
Shan-Loong
Shine Far
Deputy
Chairman of
Republic of
Lan-Hui
Male 61-70 2005
06
Transportation
President
Construction
None
the Board China Yu y.o 17 Yung-Ta Co., Ltd.
Chairman
Institute
12,690,010 9.24 12,690,010 9.24 - - - - Ch Jen- None
Brother
Cheng
ai
Cheng Loong Cheng
rma Hao
Ch
and Sister
Loong
Corporati
2020
05
29
3 years Corporation
Loong
Corporation
n eng
Director Republic of
Chi
on
Rt
Female 41-50
2020
05
Vice Chairman
Waseda
Chairman
Dit f
na epresen
ative: Su-
Yun
y.o 29 - - - - - - - - University
Graduate School,
Japan
recor o
GemTech
Optoelectron
Director Chuan-
Chuan
Lu
Mother
Cheng ics Corp. and
daughter
6,743,227 4.91 6,743,227 4.91 - - - - Ch Jen- None
Shine Far airm Hao Parent
Constructi Ming Fong an Cheng
on Co., 2020
05
29
3 years 2002
Plastic Co., Ltd. Shine Far
Republic of Ltd. Female 71- Chairman Co., Ltd.
Director China Represent
80 y.o 06
21
866,450 0.63 866,450 0.63 68,000 0.05 - - Shih Chien
Managing
Director Su-
Yun
Cheng
ative:
Chuan-
College of Home
Economics
Director Mother
Chuan Lu and
daughter
2020
05
29
3 years 8,367,944 6.10 8,367,944 6.10 - - - - None None None
Shine Far Northrop
Shan-Loong
Co., Ltd. 2014 University,

Transportatio
Director Republic of
China
Representa
Male 51-60
y.o
06
Deputy General
Manager, Shan-
n
None
tive: Ken-
Pei Cheng
26 85,986 0.06 85,986 0.06 - - - -
Loong
Transportation
Vice
President
2020
05
29
3 years 1,800,000 1.31 1,800,000 1.31 181,733- 0.13 - - Chien Shin None None None
Chien Shing
Republic Yen-Ming Male 41-50 2020
Harbour Service
Co., Ltd.
g
Harbour
Director of China Chen y.o 05
29
President
Service Co.,
Ltd.
None
MBA, Columbia
University
President

11

2020
05
29
3 years - - - - - - - - Member of None None None
Audit
Committee
and
Remuneratio
National Taiwan

University,
n and
Independent
Republic of
Yao-Ming
Male 61-70 2017
06
Business
Compensatio
n Committee
None
Director China Huang y.o 22 Department,
Accounting
of the

Division
Company
Retired
Certified
Public
Accountant,
KPMG
2020
05
29
3 years - - - - - - - - Member of None None None
Vice President Audit

of Cheng Loong
Committee
d
Independent Republic of Hsu-Feng Male 71-80 2020
Corporation,
an
Remuneratio
Director China Ho y.o 05
29
Chung Yuan
Christian College

n and
None

of Science and

Compensatio
n Committee
Engineering
of the
Company
2020
05
29
3 years 50,506 0.04 50,506 0.04 - - - - Member of None None None
Audit
Vice President, Committee
2017
Shan-Loong and
Independent Republic of Mao-Chun Male 71-80
Transportation
Remuneratio
Director China Wang y.o 06
22
Zhongli n and None
Commercial Compensatio
School n Committee
of the
Company

Disclosure of the professional qualifications of directors and supervisors and the information on independence of independent directors:

Criteria
Name
Professional Qualification and Work
Experience
Independence Criteria (Notes) Independence Criteria (Notes) Independence Criteria (Notes) Independence Criteria (Notes) Independence Criteria (Notes) Independence Criteria (Notes) Independence Criteria (Notes) Independence Criteria (Notes) Independence Criteria (Notes) Independence Criteria (Notes) Independence Criteria (Notes) Independence Criteria (Notes) Number of Other
Public
Companies in
Which the
Individual Is
Concurrently
Serving as An
Independent
Director
1 2 3 4 5 6 7 8 9 10 11 12
Jen-Hao Cheng Vice Chairman of Ta-Yuan Cogen Co., Ltd. v v v v

Lan-Hui Yu

President of Shan-Loong Corporation
v v v v v v v v v v
Cheng
Loong
Corporation
Representative:
Su-
Yun Cheng

Vice Chairman of Cheng Loong Corporation
v v v v

Shine
Far
Construction Co., Ltd.
Representative:
Chuan-Chuan Lu


Chairman of the Board of Directors of Ming
Fong Plastic Co., Ltd.
v v v v
Shine Far Co., Ltd.
Representative: Ken-
Pei Cheng
Vice President of Shan-Loong Transportation v v v v v v v v v
Yen-Ming Chen President of Chien Shing Harbour Service
Co., Ltd.
v v v v v v v v v v v
Yao-Ming Huang Retired Certified Public Accountant, KPMG v v v v v v v v v v v v 1

Hsu-Feng Ho
Vice President of Cheng Loong Corporation v v v v v v v v v v v v
Mao-Chun Wang Vice President, Shan-Loong Transportation v v v v v v v v v v v v

Note: Please tick the corresponding boxes that apply to the members during the two years prior to being elected or during the term of office.

  • (I) Not employed by the Company or any of its related companies.

  • (II) Not a Director or Supervisor of the Company or any of its affiliates. (Not applicable in cases where the person is an Independent Director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary).

12

  • (III) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of one percent or ranking in the top 10 in holdings.

  • (IV) Not a spouse, or a relative within the second degree of kinship or lineal relative of third degree of kinship of manager or (2), (3) personnel listed in (1).

  • (V) Not serving as a Director, Supervisor or Employee of Judicial Person Shareholder holding a five percent of total issued shares of the Company, holding the top five shares or appointing representatives to assume Director or Supervisor according to Subparagraph 1 and 2, Article 27, Company Act (this does not apply in cases where the person is an Independent Director of the Company, its parent or subsidiary, or subsidiary belonging to the same parent company established in pursuant to this law or local laws).

  • (VI) Not serving as a Director, Supervisor or Employee of the other companies that their board seats of the Company or more than half of shares that owns voting rights controlled by the same person (this does not apply in cases where the person is an Independent Director of the Company, its parent or subsidiary, or subsidiary belonging to the same parent company established in pursuant to this law or local laws).

  • (VII) Not serving as a Director, Supervisor or Employee of other companies or agencies that are the same person, or spouse of a Director, GM or Person holding equivalent position of the Company (this does not apply in cases where the person is an Independent Director of the Company, its parent or subsidiary, or subsidiary belonging to the same parent company established in pursuant to this law or local laws).

  • (VIII) Not a Director, Supervisor, Manager or shareholder holding over five percent shares of special company or agency that has financial or business interactions with the Company (this does not apply in cases where the person that special company or agency holding more than twenty percent, less than fifty percent of the total issued shares, and is an Independent Director of the Company, its parent or subsidiary, or subsidiary belonging to the same parent company established in pursuant to this law or local laws).

  • (IX) Not a Professional, Business Owner, Partner, Director, Supervisor, Manager and Spouse of Sole proprietorship, partnership, company or institution in terms of relevant service including commercial, legal, financial, accounting affair providing audit to the Company or affiliated enterprises or whose accumulative amount being no more than NTD 500,000 in recent two years. However, members of the special committee on remuneration, public acquisition review, or merger and acquisition who perform their functions and powers in accordance with the provisions of the Securities Trading Act or Business Mergers and Acquisitions Act and other relevant regulations shall not be subject to this provision.

  • (X) Not having a martial relationship, or a relative with the second degree of kinship to other directors.

  • (XI) Not been a person of any conditions defined in Article 30 of the Company Act.

  • (XII) Not a governmental, juridical person or its representative elected as defined in Article 27 of the Company Act.

13

Table 1: Major shareholders of legal entity shareholders

March 28, 2022 Major shareholders of the institutional shareholders Sun Favourite Co., Ltd. 52.81% Jen Yun Co., Ltd. 23.71% Shine Far Construction Co., Ltd. 17.23% Chuan-Chuan Lu 1.53% Hsing-Jui Li 1.00% Yu-Ching Su 0.98% Shan-Loong Transportation Co., Ltd. 0.87% Tung-Han Tsai 0.59% Ai-Ling Chi 0.51% Ming-Chuan Hsieh 0.43% Cheng-Lung Cheng 19.53% Shine Far Construction Co., Ltd. 19.31% Chuan-Chuan Lu 13.91% Cheng Loong Corporation 8.14% Sun Favourite Co., Ltd. 4.64% Wen-Ming Cheng 4.13% Shine Far Co., Ltd 3.91% Chin-Chung Lin 3.57% Lu-Chu-Erh Lin 3.57% Yu-Ching Su 2.93% Ai-Ling Chi 22.39% Jen-Ming Cheng 20.90% Chiao-Yun Cheng 17.53% Su-Yun Cheng 17.53% Cheng-Lung Cheng 12.24% Chuan-Chuan Lu 8.96% Jen Yun Co., Ltd. 0.45%

Name of institutional
shareholders
Major shareholders of the institutional shareholders
Shine Far Co., Ltd Sun Favourite Co., Ltd. 52.81%
Jen Yun Co., Ltd. 23.71%
Shine Far Construction Co., Ltd. 17.23%
Chuan-Chuan Lu 1.53%
Hsing-Jui Li 1.00%
Yu-Ching Su 0.98%
Shan-Loong Transportation Co., Ltd. 0.87%
Tung-Han Tsai 0.59%
Ai-Ling Chi 0.51%
Ming-Chuan Hsieh 0.43%
Ming Fong Plastic Co., Ltd. Cheng-Lung Cheng 19.53%
Shine Far Construction Co., Ltd. 19.31%
Chuan-Chuan Lu 13.91%
Cheng Loong Corporation 8.14%
Sun Favourite Co., Ltd. 4.64%
Wen-Ming Cheng 4.13%
Shine Far Co., Ltd 3.91%
Chin-Chung Lin 3.57%
Lu-Chu-Erh Lin 3.57%
Yu-Ching Su 2.93%
Sun Favourite Co., Ltd. Ai-Ling Chi 22.39%
Jen-Ming Cheng 20.90%
Chiao-Yun Cheng 17.53%
Su-Yun Cheng 17.53%
Cheng-Lung Cheng 12.24%
Chuan-Chuan Lu 8.96%
Jen Yun Co., Ltd. 0.45%

14

Table 2: Major Shareholders of Legal Entities in Table 1

Name of legal entity
shareholder
Major shareholders of legal entity shareholder
Cheng Loong Corporation Sun Favourite Co., Ltd. 4.92%
Shine Far Construction Co., Ltd. 4.25%
Wenjing Development Co., Ltd. 3.91%
Fubon Life Insurance Co., Ltd. 3.78%
Jen Yun Co., Ltd. 3.77%
Employee Welfare Committee of Cheng Loong Corporation 3.11%
Shan-Loong Investment Co., Ltd. 2.87%
Special ESOP account of Cheng Loong Corporation entrusted in CTBC Bank
2.47%
Shine Far Co., Ltd 2.46%
Chunghwa Post Co., Ltd. 2.04%
Shan-Loong Transportation
Co., Ltd.
Cheng Loong Corporation 6.16%
Special ESOP account of Shan-Loong Transportation Co., Ltd entrusted in
CTBCBank6.88%
Shine Far Co., Ltd 6.10%
Shine Far Construction Co., Ltd. 4.91%
Jen-Ming Cheng 4.77%
Cheng Loong Investment Co., Ltd. 3.55%
Chengshi Investment Co., Ltd. 3.38%
Jen-Hao Cheng 3.15%
Chiung-Miao Yeh 3.07%
Wen-Ming Cheng 1.59%
Jen Yun Co., Ltd. Chung Win Investments Limited 23.53%
Jen-Ming Cheng 14.12%
Ai-Ling Chi 14.12%
Su-Yun Cheng 14.12%
Chuan-Chuan Lu 14.12%
Chiao-Yun Cheng 11.76%
Chu-Chun Hsiung 5.88%
Cheng-Lung Cheng 2.35%

15

Name of legal entity
shareholder
Major shareholders of legal entity shareholder
Shine Far Construction Co.,
Ltd.
Jen-Ming Cheng 26.49%
Ai-Ling Chi 26.49%
Su-Yun Cheng 15.00%
Chuan-Chuan Lu 13.26%
Chiao-Yun Cheng 10.27%
Cheng-Lung Cheng 8.13%
Wenjing Development Co., Ltd. 0.36%
Shine Far Co., Ltd Please refer to P.13
Sun Favourite Co., Ltd.

16

  • (II) Information of the President, Vice President, associate, and the chiefs of various departments and branches

March 28, 2022

Title Nationality Name Gender Date
Elected
Shareholding Shareholding Spouse's/Minor's
Shareholding
Spouse's/Minor's
Shareholding
Shareholding by
nominee
arrangement
Shareholding by
nominee
arrangement
Primary Work or
Academic
Experiences
Position
Held with
Other
Companies
Managers who are
Spouses or Within
Two Degrees of
Kinship
Managers who are
Spouses or Within
Two Degrees of
Kinship
Managers who are
Spouses or Within
Two Degrees of
Kinship
Remark
Note 7
Number of
Shares
Shareho
lding
ratio
Number
of
Shares

Sharehol
ding
ratio
Number
of
Shares

Sharehold
ing ratio
Title Name Relatio
nship
President
(Note 1)
Republic
of China
Jen-
Hao
Cheng
Male 2021.
09.16
4,328,876 3.15 - - - - Vice Chairman of
Ta-Yuan Cogen
Co., Ltd.
Master of
Commerce,
Waseda
University
Graduate School,
Japan

None
None None None
President
(Note 1)
Republic
of China
Tsai-
Yuan
Lin
Male 2021.
01.01
214,627 0.16 - - - - Vice President of
the Company
Engineering and
Management
Department,
National
Kaohsiung
University of
Applied Sciences
None None None None None
Vice
President
(Note 2)
Republic
of China
Ching-
Feng
Yang
Male 2021.
01.01
- - - - - - Manager of the
Company
Oriental Institute
of Technology
None None None None None
Associat
e
Republic
of
China
China
Cheng
Ken-
pei
Male 2016.
01.01
85,986 0.06 - - - - Associate of the
Company
Northrop
University
None None None None None
Director
of Oil
Products
Republic
of China
Yung-
Lung
Lin
Male 2019.
12.01
- - - - - - Manager and
Associate of the
Company
Electrical
Engineering
Department, Far
East Institute of
Technology
None None None None None
Audit
Director
(Note 3)
Republic
of China
Kun-
Lin Wu
Male 2021.
09.01
- - 1 - - - Manager of the
Company
Department of
Industrial
Management,
Vanung
University
None None None None None
Audit
Director
(Note 3)
Republic
of China
Kan-
Kuan
Ling
Male 2021.
01.01
44,750 0.03 - - - Deputy Manager
and Manager of
the Company
Department of
Business
Administration,
Tunghai
University
None None None None None
Finance
Manager
(Note 4)
Republic
of China
Wei-
Teng
Hsiao
Male 2021.
11.11
- - - - - - Manager of the
Company
Department of
Accounting,
Tamkang
University
None None None None None
Finance
Manager
(Note 4,
5)
Republic
of China
Mei-
Ling
Chuang

Female
2021.
05.10
- - - - - - Department of
Enterprise
Management,
Ming Chuan
University
None None None None None

17

Finance
Manager
(Note 5)
Republic
of China
Chia-
Feng
Yang
Male 2020
.06.09
- - - - - - Manager and
Associate of the
Company
Master of Arts in
Accounting, Fu
Jen Catholic
University
None None None None None
Accounti
ng
Manager
(Note 6)
Republic
of China
Yu-
Cheng
Yao
Male 2021.
11.11
- - - - - - Associate of the
Company
Department of
Accounting
Information,
National
Taichung
University of
Science and
Technology
None None None None None
Accounti
ng
Manager
(Note 6)
Republic
of China
Mei-
Ling
Chuang

Female
2020.
08.11
- - - - - - Manager and
Associate of the
Company
Department of
Enterprise
Management,
Ming Chuan
University
None None None None None
  • Note 1. Tsai-Yuan Lin, Former President, retired in September 2021, and Chairman Jen-Hao Cheng was appointed as Acting President in September 2021.

  • Note 2. Ching-Feng Yang, Vice President, was reassigned in December, 2021.

  • Note 3. Kuan-Ling Kan, the Audit Manager, retired in August 2021 and Kun-Lin Wu succeeded as the new Audit Manager in September 2021.

  • Note 4. Mei-Ling Chuang, the Financial Manager was reassigned in November 2021 and Wei-Tung Hsiao succeeded as the new Financial Manager in November 2021.

  • Note 5. Chia-Feng Yang, the Financial Manager, was reassigned in May 2021, and Mei-Ling Chuang succeeded as the new Financial Manager in May 2021.

  • Note 6. Mei-Ling Chuang, the Accounting Manager was reassigned in November 2021, and YuCheng Yao succeeded as the new Accounting Manager in November 2021.

  • Note 7. In case of the President or equivalent (top manager) and the Chairman of the Board of Directors are the same person, be a couple or first-degree kinship, the reasons, reasonableness, necessity and response measures shall be stated: to date, the Chairman of the board of directors and the President of the Company are the same person, which is due to operational needs of improving the efficiency of decision execution and operation. However, in corporate governance, matters falling within the decision-making powers of the Board of Directors are fully communicated and discussed with all members of the Board of Directors, and the Management is only empowered to plan, execute and control such matters once the relevant proposal has been approved by the Board of Directors. In the future, the Company will increase the number of independent directors within the time limit prescribed by the relevant Decree (before the end of 2023) or select suitable candidates in the management to serve as the President so as to avoid the situation that the Chairman of the Board is the same person as the President.

18

(III) Remuneration of general Directors, Independent Directors, President and Vice President

1. Remuneration of Directors and Independent Directors

Unit: NT $1,000
December 31, 2021
Unit: NT $1,000
December 31, 2021
Unit: NT $1,000
December 31, 2021
Unit: NT $1,000
December 31, 2021
Unit: NT $1,000
December 31, 2021
Unit: NT $1,000
December 31, 2021
Unit: NT $1,000
December 31, 2021
Title Name Remuneration Paid to Directors Total Amount
of A, B, C and
D and Ratio
of it to Net
Income After
Tax
Relevant Remuneration Received byDirectors Who are Also Employees Total Amount of A,
B, C, D, E, F and G
and Ratio of it to
Net Income After
Tax
Compensation Paid to Directors from an Invested
Company Other than the Company

s Subsidiary
Base
Compe
nsation
(A)
Severance
Pay and
Pension
(B)
Directors
(C)
Business Execution
Expenses
(D)
Salary, Bonuses, and Allowances (E) Severance Pay
and Pension (F)
Employee Compensation (G)
The Company
~~t t~~
~~t~~
Companies in the consolidated financial

The Company
~~t t~~
~~t~~
Companies in the consolidated financial

The Company
~~t t~~
~~t~~
Companies in the consolidated financial

The
Company
Companies in the consolidated financial
statements
The Company
The Company
Companies in the consolidated financial
statements
The Company Companies in the consolidated financial
statements
The Company Companies in the consolidated financial
statements
The Company Companies in
the
consolidated
financial
statements
The
Company
Companies in the consolidated financial
statements
Cash Stock Amount Cash Stock Amount
Chairman Jen-Hao Cheng - - - - - - 11,520 11,520 2.77 2.71 13,091 14,531 182 182 98 - 98 - 5.99 6.20 6,648
Director Lan-Hui Yu
Director Yen-Ming Chen
Director Shine Far Co Ltd
Representative:
Ken-Pei Cheng
Director Cheng Loong
Corporation
Representative:
Su-Yun Cheng
Director Shine Far
Construction Co.,
Ltd.
Representative:
Chuan-Chuan Lu
Independent
Director

Yao-Ming Huang
- - - - - - 5,760 5,760 1.39 1.36 - - - - - - - - 1.39 1.36 -
Independent
Director

Hsu-Feng Ho
Independent
Director

Mao-Chun Wang
Note 1.
Please clarify the remuner
of independent directors o
The compensationofalld
ation payment policy, system, standards and structure for independent directors, and clarify the correlation between the responsibilities, risks, time spent and other factors assumed and the amount of remuneration paid: the remuneration
f the Company shall be paid by the Company in accordance with the provisions of Article 16 of the Company's Articles of Incorporation when the directors carry out the business of the Company, regardless of the operating profit or loss.
irectors shallbe determined by theBoard of Directors according to the degree oftheirparticipation inthe operations ofthe Company and the value oftheircontribution, takinginto account thelevelofthe sameindustry.
Note 2.
In addition to the disclosures in the table above, the remuneration received for services rendered by directors of the Company in the most recent year (e.g. acting as consultants to non-employees of the parent company/all companies in the financial
statements/reinvestment business, etc.): 0.

19

Table of Range of Remuneration

Table of Range of Remuneration
Range of Remuneration Name of Directors
Total remuneration of the first four items Total remuneration of the first seven items
The Company Companies in the consolidated
financial statements
The Company Companies in the
consolidated financial
statements
Less than NT$1,000,000 - - - -
NT$1,000,000 (inclusive) to 2,000,000
(not inclusive)

Jen-Hao Cheng, Lan-Hui Yu, Yen-
Ming Chen, Shine Far Co Ltd
Representative: Ken-Pei Cheng,
Cheng Loong Corporation
Representative: Su-Yun Cheng,
Shine Far Construction Co., Ltd.
Representative: Chuan-Chuan Lu,
Yao-Ming Huang, Hsu-Feng Ho,
Mao-Chun Wang.
Jen-Hao Cheng, Lan-Hui Yu, Yen-
Ming Chen, Shine Far Co Ltd
Representative: Ken-Pei Cheng,
Cheng Loong Corporation
Representative: Su-Yun Cheng, Shine
Far Construction Co., Ltd.
Representative: Chuan-Chuan Lu,
Yao-Ming Huang, Hsu-Feng Ho,
Mao-Chun Wang.

Yen-Ming Chen, Cheng Loong
Corporation Representative: Su-
Yun Cheng, Shine Far Construction
Co., Ltd. Representative: Chuan-
Chuan Lu, Yao-Ming Huang, Hsu-
Feng Ho, Mao-Chun Wang.
Yen-Ming Chen, Cheng Loong
Corporation Representative: Su-
Yun Cheng, Shine Far Construction
Co., Ltd. Representative: Chuan-
Chuan Lu, Yao-Ming Huang, Hsu-
Feng Ho, Mao-Chun Wang.
NT$2,000,000 (inclusive) to 3,500,000
(not inclusive)


-

-
- -
NT$3,500,000 (inclusive) to 5,000,000
(not inclusive)

-
- Ken-Pei Cheng Ken-Pei Cheng
NT$5,000,000 (inclusive) to 10,000,000
(not inclusive)

-
- Jen-Hao Cheng, Lan-Hui Yu. Jen-Hao Cheng, Lan-Hui Yu.
NT$10,000,000 (inclusive) to 15,000,000
(not inclusive)

-
- - -
NT$15,000,000 (inclusive) to 30,000,000
(not inclusive)

-
- - -
NT$30,000,000 (inclusive) to 50,000,000
(not inclusive)

-
- - -
NT$50,000,000 (inclusive) to
100,000,000 (not inclusive)
- - - -
Over NT$100,000,000 - - - -
Total 9 9 9 9

20

2. Remuneration of the President and Vice Presidents

Unit: NT $1,000 December 31, 2021 Unit: NT $1,000 December 31, 2021 Unit: NT $1,000 December 31, 2021 Unit: NT $1,000 December 31, 2021 Unit: NT $1,000 December 31, 2021 Unit: NT $1,000 December 31, 2021 Unit: NT $1,000 December 31, 2021
Title Name Salary (A) Severance Pay and
Pension (B)
Bonuses and
Allowances (C)
Employee Compensation (D) Total Amount of A, B,
C and D and Ratio of it
to Net Income After
Tax

Compensation
Paid to
Directors from
an Invested
Company Other
than the
Company’s
Subsidiary
-
The
Company
Companies
in the
consolidated
financial
statements

The
Company

Companies
in the
consolidated
financial
statements

The
Company
Companies
in the
consolidated
financial
statements
The Company Companies in the
consolidated
financial statements
The
Company
Companies
in the
consolidated
financial
statements
Cash Stock
Amount
Cash
Amount
Stock
Amount
President (Note 1) Tsai-
Yuan
Lin
4,941 6,921 260 260 7,028 7,388 87 - 87 - 2.96 3.45
Chief Operating
Officer
Min-
Peng
Hsu
Vice President Yung-
Lung
Lin
Vice President Ching-
Feng
Yang

Note 1. Tsai-Yuan Lin, Former President, retired in September 2021

Note 2.

Table of Range of Remuneration

Vice President
Feng
Yang
Note 1.
Tsai-Yuan Lin, Former President, retired in September 2021
Note 2.
Table of Range of Remuneration
Range of remuneration paid to the President and Vice
Presidents of the Company
Name of President and Vice Presidents
The Company Companies in the consolidated financial statements
Less than NT$1,000,000
NT$1,000,000(inclusive)to 2,000,000(not inclusive) Tsai-Yuan Lin
NT$2,000,000(inclusive)to 3,500,000(not inclusive) Min-PengHsu, Ching-FengYang Tsai-Yuan Lin, Min-PengHsu
NT$3,500,000(inclusive)to 5,000,000(not inclusive) Yung-LungLin Ching-FengYang
NT$5,000,000(inclusive)to 10,000,000(not inclusive) Yung-LungLin
NT$10,000,000 (inclusive) to 15,000,000 (not inclusive)
NT$15,000,000 (inclusive) to 30,000,000 (not inclusive)
NT$30,000,000 (inclusive) to 50,000,000 (not inclusive)
NT$50,000,000 (inclusive) to 100,000,000 (not inclusive)
Over NT$100,000,000
Total 4 4

21

  1. Remuneration of Management Team

Unit: NT $1,000 December 31, 2021

Ratio of Total
Title Name Stock Amount Cash Total Compensations
to NIAT
Managerial
Personnel
President (Part-
time)
Jen-Hao Cheng 199 199 0.05
Vice Chairman Lan-Hui Yu
Chief Operating
Officer
Min-Peng Hsu
Vice President Yung-LungLin
Audit Director Kun-Lin Wu
Accounting
Supervisor
Yu-Cheng Yao
Finance Manager Wei-Teng Hsiao

(IV) Comparison of the analysis of the ratio of total remuneration paid to directors, president and vice president of the Company in the last two fiscal years to the net income after tax of individual or individual financial statements, and the relationship between the policies, standards and combinations for the payment of remuneration, the procedures for determining remuneration, and the operational performance of the Company and all consolidated reports, respectively

Payee Percentage of total compensations paid to NIAT Percentage of total compensations paid to NIAT Percentage of total compensations paid to NIAT Percentage of total compensations paid to NIAT Percentage of total compensations paid to NIAT Percentage of total compensations paid to NIAT
2021 2020 Difference
The Company Companies in
the
consolidated
financial
statements

The Company
Companies in
the
consolidated
financial
statements

The Company
Companies in
the
consolidated
financial
statements
Director 7.38% 7.56% 9.72% 10.43% (2.34)% (2.87)%
President and Vice
President

2.96%
3.45% 3.37% 3.75% (0.41)% (0.30)%

The fare to the directors shall be paid by the Company in accordance with the Company's Articles of Incorporation; In addition, concerning the remuneration of the president and vice president, the salary portion is paid in accordance with the "Peer Salary Management Method", according to the rank and position. The bonus portion is paid in accordance with the "Peer Bonus Payment Method" of the Company, as well as the salary, allowance and the operating performance of the Company in the previous year.

22

III. Implementation of Corporate Governance

(I) Board of Directors

A total of 8 meetings of the Board of Directors were held in 2021, and director and independent director

attendance was as follows:

Title Name Actual
Attendance
Attendan
ce by
proxy
Percentage of
Actual
Attendance
Remark
Chairman Jen-Hao Cheng 8 0 100
Vice
Chairman
Lan-Hui Yu 8 0 100
Director Cheng Loong
Corporation
8 0 100
Su-Yun Cheng
Shine Far Construction
Co.,Ltd.
5 0 63
Chuan-Chuan Lu
Shine Far Co.,Ltd. 8 0 100
Ken-Pei Cheng
Yen-Ming Chen 8 0 100
Independent
Director
Yao-MingHuang 8 0 100
Hsu-FengHo 8 0 100
Mao-Chun Wang 8 0 100
Other mentionable items:
I. If any of the following circumstances occur, the dates of the meetings, sessions, contents of motion, all
Independent Directors’ opinions and the Company’s response should be specified:
(I) Matters referred to in Article 14-3 of the Securities and Exchange Act: please refer to Page 29-31.
(II) Other than the matters mentioned above, other resolutions that are objected and reserved by the
Independent Directors and are documented or stated.
II. If there are Directors’ avoidance of motions in conflict of interest, the Directors’ names, contents of
motion, causes for avoidance and voting should be specified.
The Company has in place the Rules of Procedure of the Board of Directors, Article 14 of which stipulates
that a director who has an interest in the matters of the meeting with himself or a legal person on his behalf
that is detrimental to the interests of the Company may make representations and answer questions, may
not participate in the discussion and vote, and shall avoid the discussion and vote, and may not exercise
his voting rights on behalf of other directors.
III. TWSE/TPEx Listed Companies shall disclose information including the evaluation period and duration,
evaluation scope, method and evaluation content of self (or peer) evaluation of the Board of Directors,
and fill in the execution of the assessment by the board of directors.
Frequency
Period
Scope
Method
Content
Once a year
Assessment of
performance for the
period from January
1 to December 31,
2021
Includes board of
directors,
individual board
members and
functional
committees
Internal
evaluation and
directors' self-
assessment
As described below
In accordance with the Performance Appraisal Methodology of the Board of Directors of the Company,
the Board of Directors shall perform an annual internal performance appraisal of the Board of Directors in
accordance with the appraisal metrics and appraisal procedures. The performance evaluation of the Board
shall be performed by an external professional body or a team of external expert scholars every three
years.
(1) External evaluation: second internal boardperformance evaluation is done in 2021,so no external

23

professional review is required.
(2) Internal Assessments:
1. Overall Assessment of Board of Directors
According to the performance evaluation results of the Board of Directors, the average score of 45
indicators in five aspects is 4.89, and each aspect is between 4.59 and 4.95. Among them, the scores of
"Composition and Structure of the Board of Directors" and "Selection and Continuous Improvement of
Directors" are relatively low. There is still room for improvement in the setting of functional committees
and the diversification of the composition of the Board of Directorsand the selection process.
Assessment Aspect
Rating
A. Participation in the operation of the Company (12
indicators)
4.89
B. Improvement on the quality of the Board's
decisions (12 indicators)
4.95
C. Composition and structure of the Board of
Directors (7 indicators)
4.63
D. Election of Directors and Continuous
Improvement (7 Indicators)
4.59
E. Internal controls (7 indicators)
4.95
2. Audit Committee
According to the performance evaluation results of the Audit Committee, the average score of 22
indicators in five aspects is 4.94, and each aspect is between 4.89 and 5. Among them, the scores of
"Improvement of Decision Quality of Functional Committees" and "Composition and Selection of
Members of Functional Committees" are relatively low and it is recommended that the selection of
members of the Audit Committee should take the performance evaluationresults into consideration.
Assessment Aspect
Rating
A. Participation in the operation of the Company (4
indicators)
5.00
B. Awareness of the duties of the functional committee (5
indicators)
4.91
C. Improvement of quality of decisions made by the
functional committee (7 indicators)
4.94
D. Makeup of the functional committee and election of its
members. (3 indicators)
4.89
E. Internal controls (3 indicators)
4.93
3. Remuneration and Compensation Committee
According to the performance evaluation results of the Remuneration Committee, the average score of
22 indicators in five aspects is 4.93, and each aspect is between 4.91 and 5. Among them, the scores of
"Awareness of the duties of the functional committee", "Improvement of quality of decisions made by
the functional committee" and "Composition of the functional committee and election of its members."
are relatively low. It is recommended that the performance evaluation of directors be included as a
reference basis for compensation, and that the performance evaluation results be included in the
consideration of the selection of the members of the Remuneration Committee.
Assessment Aspect
Rating
A. Participation in the operation of the Company (4
indicators)
5.00
B. Awareness of the duties of the functional committee (5
indicators)
4.91
C. Improvement of quality of decisions made by the
functional committee (7 indicators)
4.92
D. Makeup of the functional committee and election of its
members. (3 indicators)
4.93
E. Internal controls (3 indicators)
N/A
4. Individual Director
Assessment Aspect
Rating
professional review is required.
(2) Internal Assessments:
1. Overall Assessment of Board of Directors
According to the performance evaluation results of the Board of Directors, the average score of 45
indicators in five aspects is 4.89, and each aspect is between 4.59 and 4.95. Among them, the scores of
"Composition and Structure of the Board of Directors" and "Selection and Continuous Improvement of
Directors" are relatively low. There is still room for improvement in the setting of functional committees
and the diversification of the composition of the Board of Directorsand the selection process.
Assessment Aspect
Rating
A. Participation in the operation of the Company (12
indicators)
4.89
B. Improvement on the quality of the Board's
decisions (12 indicators)
4.95
C. Composition and structure of the Board of
Directors (7 indicators)
4.63
D. Election of Directors and Continuous
Improvement (7 Indicators)
4.59
E. Internal controls (7 indicators)
4.95
2. Audit Committee
According to the performance evaluation results of the Audit Committee, the average score of 22
indicators in five aspects is 4.94, and each aspect is between 4.89 and 5. Among them, the scores of
"Improvement of Decision Quality of Functional Committees" and "Composition and Selection of
Members of Functional Committees" are relatively low and it is recommended that the selection of
members of the Audit Committee should take the performance evaluationresults into consideration.
Assessment Aspect
Rating
A. Participation in the operation of the Company (4
indicators)
5.00
B. Awareness of the duties of the functional committee (5
indicators)
4.91
C. Improvement of quality of decisions made by the
functional committee (7 indicators)
4.94
D. Makeup of the functional committee and election of its
members. (3 indicators)
4.89
E. Internal controls (3 indicators)
4.93
3. Remuneration and Compensation Committee
According to the performance evaluation results of the Remuneration Committee, the average score of
22 indicators in five aspects is 4.93, and each aspect is between 4.91 and 5. Among them, the scores of
"Awareness of the duties of the functional committee", "Improvement of quality of decisions made by
the functional committee" and "Composition of the functional committee and election of its members."
are relatively low. It is recommended that the performance evaluation of directors be included as a
reference basis for compensation, and that the performance evaluation results be included in the
consideration of the selection of the members of the Remuneration Committee.
Assessment Aspect
Rating
A. Participation in the operation of the Company (4
indicators)
5.00
B. Awareness of the duties of the functional committee (5
indicators)
4.91
C. Improvement of quality of decisions made by the
functional committee (7 indicators)
4.92
D. Makeup of the functional committee and election of its
members. (3 indicators)
4.93
E. Internal controls (3 indicators)
N/A
4. Individual Director
Assessment Aspect
Rating
Assessment Aspect Rating
A. Participation in the operation of the Company (4
indicators)
5.00
B. Awareness of the duties of the functional committee (5
indicators)
4.91
C. Improvement of quality of decisions made by the
functional committee (7 indicators)
4.92
D. Makeup of the functional committee and election of its
members. (3 indicators)
4.93
E. Internal controls (3 indicators) N/A
4. Individual Director
Assessment Aspect Rating

24

A. Alignment of the goals and missions of the Company (3
Indicators)
4.89
B. Awareness of the duties of the Directors (3 Indicators) 4.96
C. Participation in the operation of the Company (8
Indicators)
4.90
D. Management and communication of the internal
relations (3 Indicators)
4.85
E. The director's professionalism and continuing
improvement. (3 Indicators)
4.63

Audit Committee Operations

  1. A total of 7 Audit Committee meetings were held in 2021. Independent Director attendance was as follows:
Title Name Actual
Attendance
Attendance by
proxy
Percentage of
Actual
Attendance
Remark
Convener of the
Audit Committee
Yao-Ming
Huang
7 0 100
Member of the
Audit Committee
Hsu-Feng Ho 7 0 100
Member of the
Audit Committee
Mao-Chun
Wang
7 0 100

25

Other mentionable items:

  • I. With regard to the operation of the Audit Committee, if any of the following circumstances occurs, the dates, terms of the meetings, contents of motions, all Audit Committee resolutions, and the Company’s handling of such resolutions shall be specified.

  • (I) Matters listed in Article 14 (5) of the Securities and Exchange Act: refer to page 34-35

  • (II) Except as otherwise disclosed above, any other proposals which failed to obtain the approval of the Audit Committee, but were approved by two-thirds of the directors: None.

  • II. If there were independent directors who abstained from voting due to conflict of interest, the independent directors' names, contents of the proposal, and causes of abstention should be specified: For the proposals involving the interests of independent directors, the relevant independent directors adhered to a high degree of self-discipline and did not participate in the discussion and voting, nor did they participate in the voting on behalf of other independent directors.

II.
If there were independent directors who abstained from voting due to conflict of interest, the independent
directors' names, contents of the proposal, and causes of abstention should be specified:
For the proposals involving the interests of independent directors, the relevant independent directors adhered
to a high degree of self-discipline and did not participate in the discussion and voting, nor did they participate
in the voting on behalf of other independent directors.
II.
If there were independent directors who abstained from voting due to conflict of interest, the independent
directors' names, contents of the proposal, and causes of abstention should be specified:
For the proposals involving the interests of independent directors, the relevant independent directors adhered
to a high degree of self-discipline and did not participate in the discussion and voting, nor did they participate
in the voting on behalf of other independent directors.
II.
If there were independent directors who abstained from voting due to conflict of interest, the independent
directors' names, contents of the proposal, and causes of abstention should be specified:
For the proposals involving the interests of independent directors, the relevant independent directors adhered
to a high degree of self-discipline and did not participate in the discussion and voting, nor did they participate
in the voting on behalf of other independent directors.
III. The communication between the independent directors and the manager of internal audit and the CPA
(including the major matters, methods and results of communication on the company's financial and business
conditions):
(I)
Communication between independent directors and the manager of internal audit:
Date of the meeting
Communication matters
Results
March 25, 2021
The manager of internal audit explains the internal audit to
be carried out according to the audit plan from January to
March 2021, and the audit items include
1. Stock Affairs
2. Derivative Commodity Operations
3. Lending Funds to Other Parties
4. Endorsement and Guarantee
5. Operations for Prevention of Insider Trading
6. Transfer of treasury shares to employees
All independent
directors are
informed and have
no comments.
May 10, 2021
The manager of internal audit explains the internal audit to
be carried out according to the audit plan for April 2021,
and the audit items include
1. Stock Affairs
2. Derivative Commodity Operations
3. Lending Funds to Other Parties
4. Endorsement and Guarantee
5. Access Control Operation
6. Best Practice Operation
7. Data Input/Output Management
8. Consignment Processing
All
independent
directors
are
informed and have
no comments.
September 28, 2021
I. The manager of internal audit explains the internal audit
to be carried out according to the audit plan for August to
September 2021, and the audit items include
1. Stock Affairs
2. Derivative Commodity Operations
3. Receiving Operation
4. Operation Management
II. Explained 37 internal audit reports from January to
September, 2021
All independent
directors are
informed and have
no comments.
November 11, 2021
I. The manager of internal audit explains the internal audit
to be carried out according to the audit plan for
September to October 2021, and the audit items include
1. Stock Affairs
2. Derivative Commodity Operations
3. Acquisition and Disposal of Assets
4. Review of Compliance with Laws and Regulations
5. Petty Cash Management
6. Repair and Maintenance Management
7. Endorsement and Guarantee
8. LendingFunds to Other Parties
All independent
directors are
informed and have
no comments.
Date of the meeting Communication matters Results
March 25, 2021 The manager of internal audit explains the internal audit to
be carried out according to the audit plan from January to
March 2021, and the audit items include
1. Stock Affairs
2. Derivative Commodity Operations
3. Lending Funds to Other Parties
4. Endorsement and Guarantee
5. Operations for Prevention of Insider Trading
6. Transfer of treasury shares to employees
All independent
directors are
informed and have
no comments.
May 10, 2021 The manager of internal audit explains the internal audit to
be carried out according to the audit plan for April 2021,
and the audit items include
1. Stock Affairs
2. Derivative Commodity Operations
3. Lending Funds to Other Parties
4. Endorsement and Guarantee
5. Access Control Operation
6. Best Practice Operation
7. Data Input/Output Management
8. Consignment Processing
All
independent
directors
are
informed and have
no comments.
September 28, 2021 I. The manager of internal audit explains the internal audit
to be carried out according to the audit plan for August to
September 2021, and the audit items include
1. Stock Affairs
2. Derivative Commodity Operations
3. Receiving Operation
4. Operation Management
II. Explained 37 internal audit reports from January to
September, 2021
All independent
directors are
informed and have
no comments.
November 11, 2021 I. The manager of internal audit explains the internal audit
to be carried out according to the audit plan for
September to October 2021, and the audit items include
1. Stock Affairs
2. Derivative Commodity Operations
3. Acquisition and Disposal of Assets
4. Review of Compliance with Laws and Regulations
5. Petty Cash Management
6. Repair and Maintenance Management
7. Endorsement and Guarantee
8. LendingFunds to Other Parties
All independent
directors are
informed and have
no comments.

26

9.Logistics Operations
II. Explained 48 internal audit reports from January to
October, 2021
December 28, 2021 I. The manager of internal audit explains the internal audit
to be carried out according to the audit plan for
November to December 2021, and the audit items include
1. Stock Affairs
2. Derivative Commodity Operations
3. Acquisition and Disposal of Assets
4. Review of Compliance with Laws and Regulations
5. Petty Cash Management
6. Repair and Maintenance Management
7. Endorsement and Guarantee
8. Lending Funds to Other Parties
9. Logistics Operations
II. Explained 59 internal audit reports from January to
December, 2021
All independent
directors are
informed and have
no comments.
(II) Communication between independent directors and CPAs:
March 25, 2021 1.Independence
2. Responsibility of auditors to audit financial statements
3. Audit Scope
4. Audit Findings
5. Matters of Concern from the Competent Authorities
6.Important Securities Act Updates
All independent
directors are
informed and have
no comments.
November 11, 2021 Key Audit Matters
1. Preliminary identification of key audit matters for 2021
2. Update of major audit procedures
and important laws and regulations in response to key
audit matters:
1. Revised Q&A set of procedures of the Board of Directors
2. Amendment to the Standards for Corporate Governance
Supervisors for TWSE/TPEx listed Companies
3. Added requirements for TWSE/TPEx listed Companies
to declare their own financial information for the
reporting year
4. Major Information Standards for TWSE/TPEx listed
Companies and companies listed at emerging stock
market
5. Notice of Amendment to the Manual of Proceedings of
the General Meeting of Shareholders of the Public
Offering Company (Draft)
6. Notice of Amendments to the Annual Report of the
Public Offering Company (Draft)
All independent
directors are
informed and have
no comments.

27

(II) Corporate Governance Implementation Status and Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons thereof

Implementation Status Deviations from the
Cororate
p
Governance Best-
Evaluation Item Practice Principles for
Yes No Abstract Illustration
TWSE/TPEx Listed
Companies and
reasons thereof
I. Does the Company establish and disclose
V
In accordance with the Code of Practice on Corporate
In compliance with
the "Corporate Governance Best-Practice
Governance for Listed Companies, the Company adopted the
the
Corporate

Principles"
based
on
“Corporate

Code of Practice on Corporate Governance at the Board of



Governance
Best


Governance Best-Practice Principles for


Directors on November 10, 2016, which has been disclosed to


Practice Principles for

TWSE/TPEx Listed Companies”?
the Market Observation Post System and the Company's

TWSE/TPEx
Listed
website for reference. Companies
II. Shareholding structure & shareholders’
V
In compliance with
rights


The Company has a Spokesperson, an Acting Spokesperson and
the Corporate

(I)
Does the Company establish an

a Stock Affairs Division to serve the Shareholders and to deal



Governance Best

internal operating procedure to deal
with matters such as shareholders' advice, doubts or disputes. Practice Principles for

with
shareholders’
suggestions,

TWSE/TPEx Listed
doubts, disputes and litigations, and Companies
implement based on the procedure?
(II) Does the company possess the list of
V
The Company has stock affairs unit that is fully knowing the
In compliance with
its major shareholders as well as the list of major shareholders who actually control the company and
the
Corporate

ultimate owners of those shares?

the ultimate controllers of the major shareholders.


Governance
Best
Practice Principles for

TWSE/TPEx
Listed
Companies
(III) Does the Company establish and
V
The Company defines the norms of the Code of Ethical Conduct
In compliance with
execute the risk management and
and the Guide to Business Procedures and Conduct for Best
the
Corporate
firewall
system
within
its
Practice and the execution of business among Affliates. Governance
Best
conglomerate structure? Practice
Principles
for
TWSE/TPEx
Listed Companies
(IV) Does the Company establish internal
V
The Company has agreed on the "Measures for the
In compliance with
rules against insiders trading with Administration of Preventive Insider Trading" and the
the
Corporate

undisclosed information?

"Guidelines for the Operation Procedures and Conduct of Best



Governance
Best
Practice", which regulate that insider of the Company may not
Practice
Principles
use unpublished information on the market to buy and sell
for
TWSE/TPEx

marketable securities. The relevant measures have been


Listed Companies
disclosed on the Company's website for reference.
III. Composition and Responsibilities of the

Board of Directors
In the Code of Best Practice on Corporate Governance, the


In compliance with
(I) Does the Board of Directors have a
V
Company has established a diversification policy for the



the
Corporate
diversification
policy,
specific

composition of the Board of Directors. Through a rigorous


Governance
Best

selection and nomination process the Company has established
management
objectives
and
,
9 directors according to the scale of the Company's business


Practice Principles for
implementation plan?
development and the shareholding of its major shareholders,


TWSE/TPEx
Listed

taking into account the practical operational needs. Of the


Companies
current 9 directors, about 33% are employees, about 33% are







independent directors, and about 22% are female directors. Of

these, 2 are independent directors who have been re-elected for

a term of office of three years or more. Of the Number of

directors of the Company, 5 directors are aged between 60 and

79 years old, and the remaining 4 are aged under 60 years old.

Please refer to Note 1 for the diversification policy of all Board

members.
(II) Does
the
Company
voluntarily
V The Company has not set up any functional committees other
In compliance with


establish other functional committees


than the Remuneration Committee and the Audit Committee.


the
Corporate
in addition to the Remuneration Governance
Best
Committee
and
the
Audit
Practice Principles for
Committee? TWSE/TPEx Listed
Companies

28

Implementation Status Deviations from the
Cororate
p
Governance Best-
Evaluation Item Practice Principles for
Yes No Abstract Illustration
TWSE/TPEx Listed
Companies and

reasons thereof
(III) Does
the
Company
establish

V
The Company has agreed on the “Method for Performance
In compliance with
evaluation measures and methods,





Evaluation of the Board of Directors and the Functional
the
Corporate
conduct performance evaluation Committee”. At the end of each year, the members of the Board

Governance
Best
regularly every year, and submit of Directors shall assess their own performance and that of the
Practice Principles for

the
result
of
performance

Board as a whole in the form of a questionnaire, which shall



TWSE/TPEx
Listed

evaluation to the Board, and use it

serve as a reference for the selection or nomination of directors,


Companies
in individual director remuneration and the results of the assessment and recommendations for
and nominating successors for improvement are reported to the Board of Directors on March

reference?

7,2022.
(IV) Does
the
Company
regularly

V
Once a year, the General Management Office of the Company
In compliance with
evaluate
the
independence of
self-assesses the independence of the certified public
the
Corporate

CPAs?

accountants, and it is discussed by the Audit Committee and



Governance
Best
approved by the Board of Directors on March 7, 2022. The
Practice Principles for

Company has appointed CPA Lo, Jui-Lan and CPA Samuel, Au



TWSE/TPEx Listed
Yiu Kwan from KPMG Taiwan, who satisfy the Company's
Companies
independence assessment criteria (Note 2) and are sufficient to

act as the Company's certified public accountants and CPA firm

with a letter of representation (Note 3).
IV. Does
the
TWSE/TPEx
Listed

V
The Company has a Secretariat of Border to be in charge of
In compliance with
Companies assign appropriate number










matters related to corporate governance. Its responsibility
the
Corporate

of
administrators
and
designate

includes providing information necessary for the directors to



Governance
Best

corporate governance director to take

carry out their business, handling matters related to the


Practice Principles for
charge of corporate governance affairs meetings of the Board of Directors and the Shareholders'
TWSE/TPEx
Listed

(including but not limited to providing

Meeting in accordance with the law, handling the registration


Companies
data required by directors, supervisors of the company and the registration of changes, and preparing

implementing business, assistance of

the minutes of the meetings of the Board of Directors and the
directors, supervisors in complying Shareholders' Meeting, etc.
with laws, handling relevant matters of

the board meeting and shareholders'

meeting, and preparing minutes of
Board of Directors and shareholders'
meeting)?
V.
Does
the
Company
establish
a

V
The Company agreed the Code of Best Practice on Corporate
In compliance with
communication channel and build a




Social Responsibility to implement the social responsibility.
the
Corporate
designated section on its website for The Company would strengthen communication with
Governance
Best

stakeholders (including but not limited

stakeholders, and make information open and transparent in


Practice Principles for

to shareholders, employees, customers,

order to safeguard the interests of stakeholders. A stakeholder



TWSE/TPEx
Listed

and suppliers), as well as handle all the

section is set in the Company's website.

Companies
issues they care for in terms of

corporate social responsibilities?
VI. Does
the
Company
appoint
a


V The Company has a stock affairs unit and will run the
In compliance with
professional
shareholder
service
shareholders' meeting by the Company itself. the
Corporate
agency to deal with shareholder Governance
Best

affairs?
Practice Principles for
TWSE/TPEx
Listed
Companies
VII. Information Disclosure In compliance with
(I)
Does the Company have a corporate


V
The Shareholder Services Section discloses information the
Corporate

website to disclose both financial
relating to the financial affairs and corporate governance of
Governance
Best

standings and the status of corporate
the Company. Company website www.slc.com.tw.
Practice Principles for
governance? TWSE/TPEx
Listed
Companies

29

Implementation Status Deviations from the
Cororate
p
Governance Best-
Evaluation Item Practice Principles for
Yes No Abstract Illustration
TWSE/TPEx Listed
Companies and

reasons thereof
(II) Does the Company have other
V
1. The Company has designated a staff to be responsible for
In compliance with
information disclosure channels (e.g.



disclosing material information of the Company to the
the
Corporate

building
an
English
website,

Exchange's website.


Governance
Best


appointing designated people to

2. The Company has a Spokesperson and an Acting

Practice Principles for
handle information collection and Spokesperson for the Shareholders or Stakeholders at any
TWSE/TPEx
Listed
disclosure, creating a spokesman
time.

Companies
system,
webcasting
investor
3. On August 20, 2021, the Company held a corporate briefing


conferences)?

through telephone conference, and the presentation and
audio-visual files were placed on the Company's website.
(III) Does the Company publicize and V The Company publicizes and declares the annual financial
In compliance with
declare the annual financial report



report within two months upon the end of the fiscal year, and
the
Corporate

within two months upon the end of

Q1, Q2 and Q3 Financial Report and operation status of each



Governance
Best

the fiscal year, and Q1, Q2 and Q3

month prior to the scheduled period.

Practice Principles for
Financial Report and operation status TWSE/TPEx
Listed

of each month prior to the scheduled
Companies
period?

30

VIII. Is
there
any
other
important

V
1. Employee rights and interests: The Company intends to In compliance with
information to facilitate a better











put people first, regarding employees as important assets the
Corporate
understanding
of
the
Company’s

of the Company, and establishes and implements a

Governance
Best


corporate governance practices (e.g.,

complete system approach for employee working
Practice Principles for

including but not limited to employee

environment, family care, education and training, etc., so

TWSE/TPEx
Listed
rights, employee wellness, investor that employees can work under safe and secure Companies
relations, supplier relations, rights of prerequisites. There are employee appeal channels on the


stakeholders,
Directors’
and

intranet.
Supervisors’ training records, the 2. Employee Care: The Company has established the
implementation of risk management Employee Benefits Committee to provide various benefits

policies and risk evaluation measures,

and subsidies, paying attention to the safety and health of

the
implementation
of
customer

employees.

relations policies, and purchasing

3. Investor Relations: The Company operates in a decent

insurance
for
directors
and

manner in the spirit of excellence, technology, integrity
Supervisors)? and quality. It established Investors' Sections on the
Company's website, providing sufficient information for

investors to refer to, and has a communication platform for

investors to contact the Company. The Company discloses
the Company's financial and business-related information

at the MOPS in a correct and timely manner.

4. Supplier Relationships: The Company has a Purchasing

Department, which is dedicated to managing supplier-
related affairs and creating a win-win relationship based on

the principle of reciprocity. In addition to a toll-free

service line, there is a stakeholder section on the
company's website.
5. Rights of Stakeholders: The Company has a spokesperson

and an acting spokesperson for the Company's external

communication channels. Stakeholders may communicate

and advise with the Company to safeguard their legitimate
rights and interests, as well as a platform on the

Company's website for stakeholders to contact the
Company.
6. Advanced training of directors:
The Directors and Independent Directors of the Company

have professional background and operational and

management experience.

7. Implementation of risk management policies and risk
measurement standards: The Company determines various

internal control systems and related measures, and various

specialists carry out various risk management and

assessment. There is an Audit Office to supervise the
company and report the relevant information directly to the

Audit Committee.
8. Implementation of the Customer Policy: The Company

implements the Customer Policy in accordance with the

Code of Best Practice on Corporate Social Responsibility.
The Company has a Business Department that manages

customer-related business and maintains stable and good

relationships with customers to generate company profits.

9. Buying liability insurances for directors:
The Company has purchased liability insurance for the

directors on May 1, 2021.

10. In order to strengthen corporate governance, the Board

of Directors of the Company shall be convened at least
once a quarter, and the directors shall avoid participating

in the voting on the interested parties' proposals in

accordance with the law.

31

Evaluation Item Implementation Status Deviations from the
Cororate
p
Governance Best-
Practice Principles for
Yes No
Abstract Illustration

TWSE/TPEx Listed
Companies and

reasons thereof
IX. Please describe the improved situation regarding the results of the recent corporate governance appraisal issued by the Taiwan Stock

Exchange Co., Ltd. Corporate Governance Center, and propose the priority enhancements and measures for those which have not yet

improved:
(I) For the results of the 7th Corporate Governance Appraisal issued in 2021, the Company's improvement is as follows:

1. The Company has uploaded the English version of the notice of meeting and the minutes handbook 30 days prior the opening of the

Annual Shareholders' Meeting for year 2021.

2. The amount and nature of non-audited fees paid to the Affiliates of CPAs and their firm are disclosed in the Company's annual
report.

3. The Company has set up an English website with financial, business and corporate governance information.

(II) Priorities and measures proposed regarding those not having improved:

1. The Company will report on the operation of its risk management policies and procedures at the meeting of the Board of Directors
in 2022.
2. The Company will begin to publish key messages in English simultaneously in 2022.

3. The Company will upload the English version of its annual financial report 7 days prior to the opening of the Annual Shareholders'

Meeting for 2022.
4. The Company will disclose the interim financial report in English within two months after the deadline for filing the Chinese version

of the financial report in 2022.

Note 1: Diversity and independence of directors

Disclosure of the professional qualifications of directors and supervisors and the information on independence of independent directors:

  • (1) Diversity of the Board of Directors: The Company has established a diversification policy for the composition of the Board of Directors in the "Code of Practice on Corporate Governance", and through a rigorous selection and nomination process, we have taken into account the practical operational needs of the Company in terms of the size of its business development and the shareholding of its major shareholders.

Implementation of the Company's directors' diversity policy:

Title Name Nationality Gender Age Age Length of
service of
independent
directors
Length of
service of
independent
directors
Operational
judgment
capability
Accounting and
financial analysis
capabilities
Business
management
capability
Crisis
management
capability
Industrial
Knowledge
Global market
viewpoint

Leadership
skills
Decision-
making
capability
49 or
less
50 or
more
Within
3 years

4 to 6
years
Chairman Jen-Hao Cheng Republic
of China
Male V V V V V V V V V
Vice
Chairman
Lan-Hui Yu Republic
of China
Male V V V V V V V V V
Director Cheng Loong
Corporation
Representative:
Su-YunCheng
Republic
of China
Female V V V V V V V V V
Director Shine Far
Construction
Co., Ltd.
Representative:
Chuan-Chuan
Lu
Republic
of China
Female V V V V V V V V V
Director Shine Far Co.,
Ltd.
Representative:
Ken-PeiCheng
Republic
of China
Male V V V V V V V V V
Director Yen-Ming
Chen
Republic
of China
Male V V V V V V V V V
Independent
Director
Yao-Ming
Huang
Republic
of China
Male V V V V V V V V V V
Independent
Director
Hsu-Feng Ho Republic
of China
Male V V V V V V V V V V
Independent
Director
Mao-Chun
Wang
Republic
of China
Male V V V V V V V V V V

32

(II) Board Independence: 3 of the current 9 directors are independent directors, accounting for about 33%.

The Board of Directors of the Company guides the company's strategy, supervisory management and accountability to the Company and its shareholders. In all operations and arrangements of the corporate governance system, the Board of Directors exercises its functions and powers in accordance with laws and regulations, the Articles of Association or the resolutions of the Shareholders' Meeting, etc. The Board of Directors of the Company emphasizes the function of independent operation and transparency, and the directors and independent directors are independent individuals and exercise their powers independently. The three independent directors have also complied with the relevant statutory provisions, combined with the powers of the Audit Committee to review the management and control of the Company's existence or potential risks, etc., to ensure the supervision of the effective implementation of the Company's internal controls, the selection (dismissal) of visa accountants, and the preparation of independence and financial statements. In addition, in accordance with the "Directors' Election Method" of the Company, the cumulative voting system and the candidate nomination system for the election of directors and independent directors shall be adopted to encourage the participation of shareholders. Shareholders holding a certain number of shares or more shall submit a list of candidates. The qualification conditions for such candidates and the confirmation of whether or not there is any violation of the provisions of Article 30 of the Company Act shall be reviewed and announced in accordance with the law to protect the rights and interests of shareholders, so as to avoid the nomination rights being cut off or too flooded and to maintain independence.

The Company has established a performance evaluation system for the Board of Directors, which performs an internal self-assessment of the Board of Directors and an assessment of the self-assessment of the members of the Board of Directors once a year. The performance assessment of the Board of Directors includes five major aspects: (1) participation in the operation of the Company, (2) quality of decisions made by the Board of Directors, (3) composition and structure of the Board of Directors, (4) selection and continuing improvement of directors, and (5) internal control. The self-assessment of the members of the Board of Directors includes six major aspects: (1) mastery of the objectives and tasks of the Company, (2) recognition of directors' duties, (3) participation in the operation of the Company, (4) operation and communication of internal relations, (5) professionalism and continuous improvement of directors, and (6) internal control. The above relevant assessment results are disclosed in the annual report of the Company and on the official website after being reported to the Board of Directors.

33

Note 2: Evaluation Form for Accountants Independence

Note 2: Evaluation Form for Accountants Independence
Evaluation Item Rating
(I) Self-interest
(Note: refers to financial interests obtained through audit clients or conflicts of interest with audit clients
due to other interests)
1. Any direct or significant indirect financial interest between the members of the CPAs and
Audit Services Team and the Company
None
2. There are financing or assurance actions between the members of the team of accountants
and audit services and the Company or its directors
None
3. Any close business relationship between the members of the CPAs and Audit Services
Team and the Company
None
4. Any a potential employment relationship between the members of the CPAs and Audit
Services team and the Company
None
(II) Self-assessment
(Note: refers to the report or judgment issued by a CPA in the execution of a non-audit service, as an
important basis for the conclusion of the audit in the process of auditing or reviewing financial
information; or a member of the audit service team has served as a director or supervisor of an audit
client, or has served in a position that directly and materially affects the audit
1. Members of the team of accountants and audit services currently or in the last two years
have served as directors, managers or positions that have had a significant impact on audit
cases of the Company
None
2. Any provision of non-audit services by CPAs directly affects the important items of the
audit
None
(III) Defense
(Note: refers to a member of the Audit Services Team who is a defender of the audit client's position or
opinion, resulting in questioning of their objectivity)
1. Any members of the CPAs and Audit Services Team advertised or brokered any shares or
other securities issued by the Company
None
2. Any member of the CPAs or Audit Service Team act as the defender of the Company or
coordinates conflicts with other third parties on behalf of the Company
None
(IV) Familiarity
(Note: refers to the close relationship between audit clients, directors, supervisors and managers, which
causes the CPAs or Audit Services Team to focus excessively on the interests of the same-gender audit
clients)
1. The members of the team of accountants and audit services have a kinship relationship with
the directors, managers or other persons whose duties have a significant impact on the audit
cases of the Company
None
2. Co-practicing accountants within one year of their retirement to serve as directors,
managers or positions that have a significant impact on the Company or its audit cases
None
3. Accountants and audit services team members receive gifts or gifts of significant value from
the Company or its directors or managers
None
(V) Threats
(Note: refers to members of the Audit Service Team to suffer or feel threatened by the Company and
cause the members to be unable to maintain objectivity and clarify professional doubts.
1. Disclosure of the Company's requirement on the members of the Accountants and Audit
Services Team to accept inappropriate selection of accounting policies by management or
inappropriate on the financial statements
None
2. In order to reduce expenses, does the Company exert pressure on the CPAs or Audit Service
Team, which improperlyreduces the audit work
None

34

Note 3: Statement issued by KPMG Taiwan

To: Shan-Loong Transportation Co., Ltd

  • Subject: It is to state that the Certified Public Accountants have been entrusted to audit and certify the financial statements for 2022 of your Company, and it has met the relevant independence requirements of the code of professional ethics.

  • Note: The firm's independence standards include policies and procedures for the personal independence of all members (financial interests, financing guarantees, employment, etc.), business relationships with customers, CPAs' rotation, and non-audit services. The important specifications and compliance matters are stated as follows:

  • I. Important specifications for Independence Requirements

    • (I) It requires the firm, its employees and other persons subject to independence requirements (including affiliates) to maintain their independence in accordance with the Code of Professional Ethics.

    • (II) The firm prohibits its employees from engaging in (directly or indirectly) insider trading, misusing inside information, or any actions that could mislead the stock or capital markets. In addition, the firm should obtain written confirmation of compliance with its policies and procedures on independence from all firm's personnel every year.

    • (III) In the cases of auditing financial statements of listed companies at stock exchange market, over-the-counter market and emerging stock market, when the undertaking period of the leading CPA, certified CPA, quality control & review accountant and audit CPA of subsidiaries meeting certain conditions has reached the deadline specified in the Code of Professional Ethics of accountants or the laws and regulations, rotations are required.

    • (IV) For the identification and evaluation of services provided that may affect the independence, appropriate measures shall be taken to eliminate the impact or reduce it to an acceptable level. If necessary, the engagement of the cases shall be terminated.

  • II. Supervision of compliance with the independence policy

    • (I) All auditors are required to sign a declaration of independence in all cases in which they are assigned to and to request confirmation of compliance through an online declaration of independence.

    • (II) Compliance of individual members with independence shall be checked by means of regular random inspection, and check whether personnel at or above the level of deputy manager (including) report personal investment changes in accordance with the regulations through the personal investment declaration system.

    • (III) The rotation of the certified public accountant in the case and the appropriateness of providing non audit services shall be supervised and randomly checked, including the certified period of the CPA and the prior approval of non-audit services provided.

    • (IV) In case of violation of the Independence Policy, the members (including partners) who violate the policy will be handed over to the Risk and Independence Committee for handling in accordance with the independence discipline policy. Appropriate penalties will be imposed depending on the seriousness of the violation.

35

In summary, the certified public accountant has been entrusted to perform the audit of the financial statements of the Company for 2022 and has maintained a serious and impartial attitude and a spirit of independence without violation of the provisions of No. 10 Bulletin of Professional Ethics.

KPMG Taiwan Lo, Jui-Lan Certified Public Accountant: Au, Yiu-Kwan

January 28, 2022

36

  • (III) Profile of members of Remuneration Committee and its operation

1. Professional Qualifications and Independence Analysis of Remuneration Committee Members

Professional Qualification
and Work Experience

Independence criteria
Number of Other Public
Companies in Which the
Individual is Concurrently
Serving as a Remuneration
Committee Member
Criteria
Identity

(Note 1). Name
Independent Retired certified public
account, KPMG

Note
1
Yao-Ming
Director

Huang
(Convenor)
Independent
Director
Hsu-Feng
Ho
Vice President, Cheng
Loong
Note None
Independent
Director
Mao-Chun
Wang
Remuneration
Committee, Shan-Loong
Note None
  • Note: Disclosure of the professional qualifications of directors and supervisors and the information on independence of Independent Directors, please refer to Page 11.

  • Attendance of Members at Remuneration Committee Meetings

  • (1) There are 3 members in the Remuneration Committee.

  • (2) Term of office of the members of the Fourth Remuneration Committee: From May 29, 2020 to May 28, 2023. Three Meetings of the Fourth Remuneration Committee of the Company were held.

  • (3) The qualifications and attendance of members are as follows:

Title Name Actual
Attendance
Attendance
by proxy
Percentage of
Actual
Attendance
Remark
Convener Yao-Ming
Huang
3 0 100
Committee
Member
Hsu-Feng
Ho
3 0 100
Committee
Member
Mao-Chun
Wang
3 0 100
Other mentionable items:
I.
If the board meeting does not adopt or revise the Remuneration Committee's proposals, the
board meeting's date, period, motion contents, and resolution decisions as well as the method in
which the Company handles the Remuneration Committee's opinions shall be disclosed in detail
(e.g. if the salary rate adopted by the board committee is superior to that proposed by the
Remuneration Committee, the differences and reasons shall be explained): None.
II.
Where resolutions of the Remuneration Committee include dissenting or qualified opinion
which is on record or stated in a written statement, the date, session, proposal contents, opinions
from every member, and actions in response to the opinions of the members shall be stated:
None.

37

(IV) Implementation of the Code of Best Practice for the Promotion of Sustainable Development and the Circumstances and Reasons for Differences from the Code of Practice for the Sustainable Development of Listed Companies

Listed Companies
Promoted Items Implementation Deviations from the
Sustainable Development
Best Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Thereof
Yes No Abstract Illustration
I.
Has the company established a governance
structure
that
promotes
sustainable
development, and set up a dedicated (part-
time) dedicated unit to promote the
sustainable development, and the Board of
Directors authorized the senior management
to handle the situation, and the Board of
Directors supervised the promotion status?






V
"Sustainable Development Project Team" of the
Company is composed of members of the relevant
units of the General Management Office and is
responsible for promoting and handling various
sustainable development work, and reporting on
the status of the work at the business executive
meetings on a regular basis.






No material difference
II.
Does the Company conduct risk assessment
of environmental, social and corporate
governance issues related to the Company's
operations in accordance with the materiality
principle, and formulate relevant risk
management policies or strategies?





V
In accordance with the "Code of Best Practice on
Corporate Social Responsibility", the Company
adheres to the dedication and efforts on corporate
social
responsibility,
and
takes
the
four
orientations of "responsible to shareholders,
attention
to
employees,
strive
to
be
environmentally friendly, and care to the
community" as its basic policy.
1. Responsible to shareholders: it is to implement
a good corporate governance system to create
best operating profit.
2. Attention to employees: it is to protect
employees' rights and interests and improve
the working environment, with emphasis on
talent and employee development.
3. Strive to be environmentally friendly: it is to
combine business and environmental practices
to improve energy efficiency and reduce
impact on the environment.
4. Care to the Community: it is to participate in
various social welfare activities and be
responsible for the operation of the service.

















No material difference
III.
Environmental Issues
(I)
Does
the
company
establish
proper
environmental management systems based
on the characteristics of their industries?


V
The environmental policy of the Company is "All
Employees Participation, Valuing Resources, and
Protecting the Environment", and "Environmental
Protection Management Rules" are stipulated to
implement the environmental protection. In
addition, the Company has passed ISO 14001
Environmental Management System Certification
and will regularly collect information on the
company's
operating
environment,
establish
environmental
management
objectives,
and
regularly
review
the
effectiveness
and
implementation improvement.











No material difference
(II)
Has the company committed to improve the
energy efficiency and use the renewable
materials
with
low
impact
on
the
environment?



V
The Company's various resource utilization
efficiency improvement practices are as follows:
1. Resource recycling areas are set up at each
operating location.
2. Full replacement of LED lighting equipment at
General Management Office, gas stations, etc.
3. Qualified remanufactured tires are used on
some operational vehicles.
4. Qualified professional processing facilities are
engaged to recycle or remove business waste.





No material difference

38

Promoted Items Implementation Implementation Implementation Deviations from the
Sustainable Development
Best Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Thereof
Yes No Abstract Illustration
(III) Does the Company evaluate the potential
risks and chances of climate change at
present and in the future and take response
measures?



V
The Company's actions related to energy
conservation, carbon reduction and water resource
protection are as follows:
1. More environmentally friendly and fuel-
efficient models are purchased to replace old
business tractor vehicles regularly, so as to
reduce
waste
gas
emissions
and
fuel
consumption.
2. Electronic invoicing is used at gas stations to
reduce paper usage and storage costs.
3. New vehicle washing machines that reduces
the water consumption will be installed in the
gas stations.
4. Accessible toilets that have been renovated in
accordance with the law by gas stations shall
be equipped with water-saving faucets and
urinal buckets.
5. Replacement of LED lighting at each gas
stations to reduce power consumption.
6. Virtual meetings will be held in various
locations to cut business trips and reduce
exhaust emissions and oil consumption.














No material difference
(IV) Has the Company calculated the greenhouse
gas emissions, water consumption, and total
weight of waste over the past two years and
established the policies with regard to
energy conservation and carbon reduction,
greenhouse
gas
reductions,
water
consumption, and waste management?






V
Although the Company does not have statistics on
the total weight of greenhouse gas emissions, water
consumption, and total weight of waste over the
past two years, the following is an explanation of
the related actions for energy conservation, carbon
reduction and water resource conservation:
1. More environmentally friendly and fuel-
efficient models are purchased to replace old
business tractor vehicles regularly, so as to
reduce
waste
gas
emissions
and
fuel
consumption.
2. Electronic invoicing is used at gas stations to
reduce paper usage and storage costs.
3. New vehicle washing machines that reduces
the water consumption will be installed in the
gas stations.
4. Accessible toilets that have been renovated in
accordance with the law by gas stations shall
be equipped with water-saving faucets and
urinal buckets.
5. Replacement of LED lighting at each gas
stations to reduce power consumption.
6. Virtual meetings will be held in various
locations to cut business trips and reduce
exhaust emissions and oil consumption.
7. Turn off the lights and computers during noon
breaks or when leaving the office is advocated.


















No material difference
IV.
Social Issues
(I) Does the Company formulate appropriate
management
policies
and
procedures
according to relevant regulations and the
International Bill of Human Rights?
(II) Has the Company established and offered
proper
employee
benefits
(including
compensation, leave, and other benefits) and
reflected the business performance or results
in employee compensation appropriately?



V




V
The Company strictly complies with the labor laws
and regulations and has full personnel management
rules, which have been announced in public to
protect the legitimate rights and interests of
employees.
The Company determines the salary, bonus and
performance
bonus
methods,
and
the
compensation of each salary shall be handled in
accordance
with
the
relevant
personnel
management rules.




No material difference




No material difference

39

Promoted Items Implementation Implementation Implementation Deviations from the
Sustainable Development
Best Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Thereof
Yes No Abstract Illustration
(III)
Does the Company provide a healthy and
safe working environment and organize
training on health and safety for its
employees on a regular basis?



V
The
Company
regularly
offers
medical
examination
to
employees
throughout
the
Company every year, which is superior to the laws
and regulations, and regularly inspects each
workplace to maintain a good and safe working
environment. In addition, regular safety education
and training for new and ongoing employee will be
proceeded in accordance with the laws.







No material difference
(IV)
Does the company provide its employees
with career development and training
sessions?
(V) Does the company comply with relevant laws,
regulations and international standards, and
formulate relevant consumer or customer
rights
protection
policies
and
appeal
procedures for issues such as customer health
and safety, customer privacy, marketing and
labeling of products and services?
(VI) Has the Company established the supplier
management policies requesting suppliers to
comply with laws and regulations related to
environmental protection, occupational safety
and health or labor rights and supervised their
compliance?


V






V





V
The Company has a dedicated vocational training
unit,
which
defines
the
employee
career
development training sessions according to the
relevant indicators of the "Training Quality System
TTQS".
Hazard labels for transport vehicles carrying
chemical substances, as well as relevant safety
labels for gas stations, are posted and set in
accordance with the relevant laws and international
standards.
The Company has purchasing management
procedures and supplier management procedures,
and the newly cooperating suppliers will be
evaluated first to confirm whether they meet the
Company's needs and whether there are any bad
records. The Company has signed contracts with
suppliers
and
contractors
for
long-term
cooperation, and has provisions that may terminate
or cancel the contract at any time in case of
violation of relevant laws and regulations that
affects the rights and interests of the Company or
laws and regulations.




No material difference




No material difference











No material difference
V.
Does the Company adopt internationally
widely recognized standards or guidelines
when
producing
corporate
social
responsibility report and other reports that
disclose non-financial information of the
Company? Has the Company received
assurance or certification of the aforesaid
reports from a third-party accreditation
institution?







V The Company has not yet adopted internationally
recognized
standards
or
guidelines
when
producing corporate social responsibility report
and other reports that disclose non-financial
information of the Company.




To be evaluated
VI.
If a company has its own rules for the sustainable development in accordance with the Code of Practice for the Sustainable Development
of Listed Counter Companies, please clarify the difference between its operation and the rules: None.

40

Promoted Items Implementation Implementation Implementation Deviations from the
Sustainable Development
Best Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Thereof
Yes No Abstract Illustration
VII.
Other important information assists to understand what drives sustainable development execution:
1. In order to enhance the company's image, comply with international trends and improve the effectiveness of self-safety control, the
Company introduced the relevant control measures of the "Quality Enterprise Safety Certification (AEO)", and obtained the approval
of the Ministry of Finance Keelung Pass in June 2016, as well as the AEO certificate.
2. In order to improve the safety mechanism for the transportation of chemical products, the Company passed the "European Road
Transport Quality Safety Assessment System" (RSQAS) in June 2016, effectively improving the Company's transportation management
system.
3. For transportation drivers, the Company requires that preventive measures such as alcohol testing and blood pressure measurement be
carried out before driving the vehicle, and that GPS, vehicle image recorders and other equipment be used to understand the driving
dynamics of vehicles, and strengthen control over personnel and vehicles to reduce the occurrence of traffic accidents.
4. In order to undertake the transportation business of Formosa Plastics Group, the Company strengthened its ability in corporate
governance, driver training and vehicle maintenance through the assessment of the "Road Transport Quality and Safety Assessment
System" (SQAS) of the Group to achieve the purpose of win-win in both transportation services and transportation safety.
5. The Company cooperates with the Environmental Protection Bureau in the control of diesel vehicle smoke exhaust. Transportation
plants in each district signs the vehicle independent management report with the local environmental protection bureau, and regularly
detects the smoke exhaust of its business vehicles in accordance with the regulations, which is beneficial to others, self-interest and
environmental protection.
6. The Company has set up a driving safety bonus system for its transportation drivers, and provided incentives for driving within a certain
period of time without traffic violations and accidents, so as to shape good driving habits.
7. The Company uses the driver management system supervised by the Ministry of Transportation to periodically check the driver
violation of its own drivers on a monthly basis, and strengthen the follow-up education and control of drivers with abnormalities.
8. For the gas recovery equipment of the gas stations, the gas recovery rate shall be tested every three months, which is prevail over the
statutory provisions. The employees are trained to refuel in accordance with the provisions of the Five Don'ts & Five Does. The
Company is awarded the Outstanding Unit of the Air Pollution Detection of the Environmental Protection Agency.
9. The Company introduced the ISO 9001 Quality Management System, the ISO 14001 Environmental Management System, and the ISO
45001 Safety and Health Management System. Every year, the Company conducts an external audit by the British Standards Institute
(BSI) to ensure that the quality and safety objectives are achieved, and continuously strives to protect the environment, improve
personnel, equipment and the potential risks of the environment, and promote the competitive advantage based on corporate social
responsibility.
10.
The Company has set up the Security Department under the General Operation Office to implement a Company-wide safety and health
policy of "All Employees Participation, Safety First, Disaster Zeroing" and the environmental policy of "All Employees Participation,
Valuing Resources, Protecting the Environment", to ensure the personal safety of employees, improve the awareness and performance
of employees, so as to achieve the goal of sustainable operation of the Company.
11.
Together with Cheng Loong Co., Ltd and Ta-yuan Cogeneration, the Company established the 21st "Paper Library" in primary schools
in remote rural areas in Taiwan, to seed the awareness of sustainous-recycle, and continue to promote actions such as Used-forest and
Paper-reading Friendly Community.
  1. In order to enhance the company's image, comply with international trends and improve the effectiveness of self-safety control, the Company introduced the relevant control measures of the "Quality Enterprise Safety Certification (AEO)", and obtained the approval of the Ministry of Finance Keelung Pass in June 2016, as well as the AEO certificate.

  2. In order to improve the safety mechanism for the transportation of chemical products, the Company passed the "European Road Transport Quality Safety Assessment System" (RSQAS) in June 2016, effectively improving the Company's transportation management system.

  3. For transportation drivers, the Company requires that preventive measures such as alcohol testing and blood pressure measurement be carried out before driving the vehicle, and that GPS, vehicle image recorders and other equipment be used to understand the driving dynamics of vehicles, and strengthen control over personnel and vehicles to reduce the occurrence of traffic accidents.

  4. In order to undertake the transportation business of Formosa Plastics Group, the Company strengthened its ability in corporate governance, driver training and vehicle maintenance through the assessment of the "Road Transport Quality and Safety Assessment System" (SQAS) of the Group to achieve the purpose of win-win in both transportation services and transportation safety.

  5. The Company cooperates with the Environmental Protection Bureau in the control of diesel vehicle smoke exhaust. Transportation plants in each district signs the vehicle independent management report with the local environmental protection bureau, and regularly detects the smoke exhaust of its business vehicles in accordance with the regulations, which is beneficial to others, self-interest and environmental protection.

  6. The Company has set up a driving safety bonus system for its transportation drivers, and provided incentives for driving within a certain period of time without traffic violations and accidents, so as to shape good driving habits.

  7. The Company uses the driver management system supervised by the Ministry of Transportation to periodically check the driver violation of its own drivers on a monthly basis, and strengthen the follow-up education and control of drivers with abnormalities.

  8. For the gas recovery equipment of the gas stations, the gas recovery rate shall be tested every three months, which is prevail over the statutory provisions. The employees are trained to refuel in accordance with the provisions of the Five Don'ts & Five Does. The Company is awarded the Outstanding Unit of the Air Pollution Detection of the Environmental Protection Agency.

  9. The Company introduced the ISO 9001 Quality Management System, the ISO 14001 Environmental Management System, and the ISO 45001 Safety and Health Management System. Every year, the Company conducts an external audit by the British Standards Institute (BSI) to ensure that the quality and safety objectives are achieved, and continuously strives to protect the environment, improve personnel, equipment and the potential risks of the environment, and promote the competitive advantage based on corporate social responsibility.

  10. The Company has set up the Security Department under the General Operation Office to implement a Company-wide safety and health policy of "All Employees Participation, Safety First, Disaster Zeroing" and the environmental policy of "All Employees Participation, Valuing Resources, Protecting the Environment", to ensure the personal safety of employees, improve the awareness and performance of employees, so as to achieve the goal of sustainable operation of the Company.

  11. Together with Cheng Loong Co., Ltd and Ta-yuan Cogeneration, the Company established the 21st "Paper Library" in primary schools in remote rural areas in Taiwan, to seed the awareness of sustainous-recycle, and continue to promote actions such as Used-forest and -

Paper reading Friendly Community.

41

(V) Ethical Corporate Management and Deviations from “The Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed “Companies” and Reasons

Evaluation Item Implementation Status Deviations from “the
Ethical Corporate
Management Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
I.
Establishment
of
ethical
corporate
management policies and programs
(I)
Has the Company established the integrity
management policies approved by the
Board of Directors and specified in its rules
and
external
documents
the
ethical
corporate
management
policies
and
practices and the commitment of the board
of directors and senior management to
rigorous and thorough implementation of
such policies?
(II) Has the Company established a risk
assessment mechanism against unethical
conduct, analyze and assess on a regular
basis business activity within its business
scope which are at a higher risk of being
involved in unethical conduct, and establish
prevention programs accordingly, which
shall at least include the preventive
measures specified in Paragraph 2, Article
7 of the "Ethical Corporate Management
Best Practice Principles for TWSE/GTSM
Listed Companies"?
(III) Has
the
Company
specified
in
its
prevention
programs
the
operating
procedures, guidelines, punishments for
violations, and a grievance system and
implemented
them
and
review
the
prevention programs on a regular basis?

























V
V
V
The
Company
has
established
the
"Procedure and Conduct Guidelines for Best
Practice" and disclosed it on the Company's
website to honor its commitment to the Best
Practice Policy.
The Company has established the Procedure
and Conduct Guidelines for Best Practice
and the Code of Ethical Conduct, and has
established relevant programmers for the
prevention of bad practice, covering at least
the precautionary measures for each of the
paragraphs of Article 7 (2) of the Code of
Business Conduct for TWSE and TPEx
Listed companies.
The Company has clearly stipulated the
relevant operational procedures, appeal
system and other relevant provisions in the
"Procedure and Conduct Guidelines for Best
Practice" and the "Code of Ethical Conduct"
regulations, and has disclosed them on the
Company's website. The Company will
review
and
revise
the
pre-revelation
regulations in due time, depending on the
revision of the positive and negative decrees
and the practical needs, so as to implement
the prevention of dishonest behavior.























No significant differences
yet
No significant differences
yet
No significant differences
yet
II. Fulfillment of Integrity Management
(I)
Does the Company evaluate business
partners’ ethical records and include ethics-
related clauses in business contracts?
(II) Does the Company establish an exclusively
(or concurrently) dedicated unit supervised
by the Board to be in charge of corporate
integrity
and
regularly
report
the
implementation of the ethical corporate
management
policies
and
prevention
programs against unethical conduct to it?
(III) Does the Company establish policies to
prevent conflicts of interest and provide
appropriate communication channels, and
implement it?
(IV) Has the Company established effective
systems for both accounting and internal
control to facilitate ethical corporate
management, based on the results of
assessment of the risk of involvement in
unethical conduct, devise relevant audit
plans and audit the compliance with the
prevention
programs
accordingly
or
entrusted a CPA to conduct the audit?
(V) Does the Company regularly hold internal
and external educational trainings on
operational integrity?




















V
V
V
V
V




The Company evaluates the recipient's
record of good practice in accordance with
Procedure and Conduct Guidelines for Best
Practice and include it in the contract the
terms on which good practice should be
conducted.
The Company's Audit Office is a dedicated
unit for the Company's best practice and
reports regularly to the Board of Directors.
The Company clarifies and implements the
norms in accordance with the Code of
Ethical Conduct.
In order to conduct the business in a best
practice
manner,
the
Company
has
effectively established an accounting system
and an internal control system, which are
implemented by the Audit Office as the
authorized unit.
The Company regularly conducts internal
education and training to fully understand
the Company's determination to best
practice and the consequences of bad
practice.


















No significant differences
yet

42

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the
Ethical Corporate
Management Best-
Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
III. Operation of the integrity channel
(I)
Has the company established a concrete
whistleblowing and rewarding system, and
set
up
accessible
methods
for
whistleblowers, and designate appropriate
and dedicated personnel to investigate the
accused?
(II) Has the Company established the standard
operating procedures for investigating
reported misconduct, follow-up measures
to be adopted after the investigation, and
related confidentiality mechanisms?
(III) Does
the
Company
provide
proper
whistleblower protection?










V
V
V
The Company has a 0800 complain line and
a mailbox for complain on the website, and
has a dedicated unit to handle relevant
business. If there is a violation of the best
practice principles and proves to be true, the
violation party will be punished immediately
in accordance with the working rules.
Relevant operating procedures are not
established, but there is a dedicated unit to
handle them.
Relevant operating procedures are not
established, but there is a dedicated unit to
handle them.










No significant differences
yet
IV. Strengthening information disclosure
Does the company disclose the ethical
corporate management policies and the results
of its implementation on the Company
website and MOPS?



V
The Company has established Procedure and
Conduct Guidelines for Best Practice and
the Code of Ethical Conduct, which are
disclosed on MOPS and the Company's
website.




No significant differences
yet
V. Where the Company has stipulated its own ethical corporate management best practices according to the Ethical Corporate
Management Best Practice Principles for TWSE/GTSM Listed Companies, please describe any differences between the prescribed
best practices and the actual activities taken by the Company: None.
VI. Other important information that facilitates the understanding of the implementation of the Company's best practice (such as review
and amendment of the company's Ethical Corporate Management Best Practice Principles)
None.
  • (VI) Regulations of Governance and Their Disclosure:

The relevant rules of corporate governance established by the Company have been placed on the website of the Company: under the "Investor" - important internal regulations of corporate governance, for shareholders' inquiries, please refer to the website

https://w3.slc.com.tw/investor/download/investorCompRule.

  • (VII) Other material information that can enhance the understanding of the state of corporate governance at the Company:

Material information from the Company has all been announced on the MOPS pursuant to regulations from the competent authority.

43

(VIII) Implementation of Internal Control

1. Internal Control System Statement

Shan-Loong Transportation Co., Ltd.
Internal Control System Statement
Date: March 7, 2022
According to the examination on internal control system done by the Company itself in 2021, we hereby state as follows:
I. The Company is fully aware that establishing, operating, and maintaining an internal control system are the responsibility of its
Board of Directors and management. The purpose of establishing the internal control system is to reasonably assure the
following objectives: (a) The effectiveness and efficiency of business operation (including earnings, operation performance and
the safeguard of company assets); (b) Achieve the reliability, timeliness, transparency, and compliance objectives according to
the relevant laws and regulations in order to provide reasonable assurances.
II. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can
provide only reasonable assurance of accomplishing the three goals mentioned above. Furthermore, the effectiveness of an
internal control system may change along with changes in environment or circumstances. The internal control system of the
Company contains self-monitoring mechanisms, however, and the Company takes corrective actions as soon as a deficiency is
identified.
III. The Company judges the design and operating effectiveness of its internal control system based on the criteria provided in the
Regulations Governing the Establishment of Internal Control Systems by Public Companies (hereinbelow, the “Regulations”).
The Guidelines are made to examine the following five factors during the management and control process: (1) control
environment, (2) risk assessment and response, (3) control activities, (4) information and communication, and (5) supervision.
Each element further contains several items. Please refer to the Regulations for details.
IV. The Company has assessed the design and operating effectiveness of its internal control system according to the aforesaid
criteria.
V. The examination result indicated that the Company's internal control system (including subsidiary governance) dated December
31, 2021 has effectively assured that the following objectives have been reasonably achieved during the assessing period: (a)
The degree that effectiveness and efficiency of business operation; (b) The reliability of the financial and related reports; (c)
The compliance of the relevant laws/regulations and company policies.
VI. This Statement will become a major part of the content of the Company's Annual Report and Prospectus, and will be made
public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20,
32, 171, and 174 of the Securities and Exchange Act.
VII. This statement was adopted by the Board of Directors of the Company on March 7, 2022, and 0 of the 8 directors presents had
objections. The rest of the directors agreed with this statement and made this statement.
Shan-Loong Transportation Co., Ltd.
Chairman: Jen-Hao Cheng Signet
President: Jen-Hao Cheng Signet
  1. Certified Public Accountant Team's Review Report on Internal Control: None.

  2. (IX) Any penalty on the Company and its internal personnel according to law, and any penalty from the Company on its internal personnel for violating the provisions of the internal control system. The main defects and improvement situations: None.

  3. (X) Major resolutions of Shareholders' Meeting, the Board of Directors and the Audit Committee

  4. Implementation Status of Resolutions from the 2021 Annual Shareholders’ Meeting (July, 2021)

Matters to be resolved Implementation
1 Approved the Company's final accounts for year 2020. Approved the Annual Business Report and Financial Statements
for 2020:
Relevant statements and books have been filed with the
competent authority for future reference, announcement and
declaration in accordance with the Company Law and other
relevant laws and regulations.

44

2 Approved the Company's 2020 Earnings Distribution
Plan.
The Company's 2020 Earnings Distribution Plan was approved
through voting by the Shareholders' Meeting. It is determined
that July 23, 2021 is the date of ex dividend and August 24, 2011
is the date of cash dividend distribution. The cash dividend is
NT $2.2 per share, with a total amount of NT $ 302,020,000.
3 Approved the amendment of part of the Articles of
Incorporation of the Company.
The Company amended part of the Articles of Incorporation of
the Company in accordance with the resolution of the
Shareholders' Meeting.
4 Approved the amendment of part of the Directors'
Election Practice of the Company.
The Company amended part of the Directors' Election Practice
of the Company in accordance with the resolution of the
Shareholders' Meeting.
5 Approved the amendment of part of "Rules of Procedure
for Shareholders' Meetings."
The Company amended part of the "Rules of Procedure for
Shareholders' Meetings." of the Company in accordance with
the resolution of the Shareholders' Meeting.

2. Major Resolutions of Board of Directors

Date of
the
meeting
Term of
meeting
Matters to be resolved Resolution
2021.03.
25
14th
6th
1.
Approved the Company's 2020 Annual Employee Compensation
Distribution Plan
2.
Approved Parent Company Only Financial Statements, Consolidated
Financial Report and Business Report for the Year 2020
3.
Recognized the amount of external endorsement guarantee and funds
lent to others as of the end of December 2020
4.
Approved the Allocation Plan of Remuneration and Year-end bonus
for the Management for 2020.
5.
Proposed amendments to part of the Rules of Procedure of the Board
of Directors of the Company
6.
Proposed endorsement guarantees for the subsidiary of the Company
7.
Proposed the application of comprehensive credit line and
commercial promissory note line with relevant financial institutions
8.
Proposed to issue a statement of internal control system for 2020
9.
Proposed to assess the independence of certified public accountants
10. Approved 2020 Earnings Distribution Proposal
11. Proposed discussion of the time, venue and convening of the Annual
Shareholders' Meeting for 2021
Approved by all attending directors and
submitted to the Annual Shareholders' Meeting
Approved by all attending directors and
submitted to the Annual Shareholders' Meeting
Approved by all attending directors and
submitted to the Annual Shareholders' Meeting
Approved by all attending directors
Approved by all attending directors and
submitted to the Annual Shareholders' Meeting
Approved by all attending directors
Approved by all attending directors
Approved by all attending directors
Approved by all attending directors
Approved by all attending directors
Approved by all attending directors and
submitted to the Annual Shareholders' Meeting
2021.05.
10
14th
7th
1.
Approved the Consolidated Financial Statements for Q1, 2021
2.
Proposed the appointment of certified public accountants and their
remuneration
3.
Proposed amendments to part of the Articles of Incorporation of the
Company
4.
Proposed amendments to the Company's " Internal Control System
for Stock Affairs Unit"
5.
Proposed replacement of the Company's Financial Manager and
Acting Spokesperson
6.
Reviewed the shareholders' proposals
7.
Proposed discussion of the time, venue and convening of the Annual
Shareholders ‘Meeting for 2021 (new proposal)
Approved by all attending directors
Approved by all attending directors
Approved by all attending directors
Approved by all attending directors
Approved by all attending directors
Approved by all attending directors
Approved by all attending directors

45

2021.06.
10
14th
8th
1.
Proposed to discuss the re-selection of the time and venue of the
Company's Annual Shareholders' Meeting for 2021
2.
Proposed the application of comprehensive credit line with E.Sun
Bank
Approved by all attending directors
Approved by all attending directors
2021.07.
01
14th
9th
1.
Scheduled the ex-dividend date for cash dividend distribution for
2020
Approved by all attending directors
2021.08.
09
14th
10th
1.
Approved the Consolidated Financial Statements for Q2, 2021
2.
Approved the Manager's Employee Compensation Allocation
Proposal for 2020
3.
Proposed provision for Employee Compensation of NT $22 million
for year 2022
4.
Proposed disposal of land use rights assets of North Embankment of
Taichung Port Industrial Development Park
5.
Proposed amendments to the part of the Company's Code of Best
Practice on Corporate Governance
Approved by all attending directors
Approved by all attending directors
Approved by all attending directors
Approved by all attending directors
Approved by all attending directors
2021.09.
28
14th
11th
1.
Change of the Company's President
2.
Change of the Company's Internal Audit Supervisor
Approved by all attending directors
Approved by all attending directors
2021.11.
11
14th
12th
1.
Proposed to replace the Accounting Manager, Financial Manager and
Acting Spokesperson
2.
Approved the Consolidated Financial Report for Q3, 2021
3.
Proposed to the application of comprehensive credit line with Taishin
International Commercial Bank
4.
Use Plan of the Company's land and its above-ground building
located as Land No. 843-2 Dayuan District Taoyuan City
5.
The Company's proposal to donate to the "Cheng Huo-Tien Charity
Foundation"
Approved by all attending directors
Approved by all attending directors
Approved by all attending directors
Approved by all attending directors
Approved by all attending directors
2021.12.
28
14th
13th
1.
Proposal on Policy of the Company for the Year 2022
2.
Annual Audit Plan of the Company for the Year 2022
3.
Proposed amendments to part of the Code of Corporate Governance
of the Company
4.
Year-end bonus plan for the Company's managers for the Year 2021
5.
The Company's cash capital increase proposal for "Shan-Loong
Automobile Co., Ltd.", a subsidiary with 100% shareholding
6.
Proposed retirement of Vice President of the Company
Approved by all attending directors
Approved by all attending directors
Approved by all attending directors
Approved by all attending directors
Approved by all attending directors
Approved by all attending directors
2022.03.
07
14th
14th
1.
Proposed discussion of the Company's Distribution Plan of
Employees Compensation for the Year 2021
2.
Allocation Plan of Managers' Remuneration and Year-End Bonus for
Year 2021
3.
Approved Parent Company Only Financial Statements, Consolidated
Financial Report and Business Report for the Year 2021
4.
Recognized the amount of external endorsement guarantee and funds
lent to others as of the end of December 2021
5.
Proposed the application of comprehensive credit line and
commercial promissory note line with relevant financial institutions
6.
Proposed to provide endorsement guarantee for the Company's
subsidiaries
7.
Proposed to issue a statement of internal control system for 2021
8.
Proposed to assess the independence and suitability of the Company's
CPAs.
Approved by all attending directors and
submitted to the Annual Shareholders' Meeting
Approved by all attending directors
Approved by all attending directors and
submitted to the Annual Shareholders' Meeting
Approved by all attending directors and
submitted to the Annual Shareholders' Meeting
Approved by all attending directors
Approved by all attending directors
Approved by all attending directors
Approved by all attending directors

46

  1. Proposed discussion of the Earnings Distribution Plan for 2021 Approved by all attending directors and 10. Discussed the time, venue and convening of the Annual Shareholders' submitted to the Annual Shareholders' Meeting Meeting for Year 2022 Approved by all attending directors 11. Proposed amendments to part of the Articles of Incorporation of the Approved by all attending directors and Company submitted to the Annual Shareholders' Meeting 12. Proposed amendments to part of the "Procedures for Acquisition or Approved by all attending directors and Disposal of Assets" of the Company submitted to the Annual Shareholders' Meeting

3. Major resolutions of the Audit Committee

Date of the
meeting
Term of
meeting
Content of motion Resolution The Company's response
to the opinion of the
Audit Committee
2021.03.2
5
2nd
6th
1.
Approved Parent Company Only Financial Statements, Consolidated
Financial Report and Business Report for the Year 2020
2.
Recognized the amount of external endorsement guarantee and funds
lent to others as of the end of December 2020
3.
Proposed to provide endorsement guarantee for the Company's
transferred investment subsidiaries
4.
Proposed the application of comprehensive credit line and commercial
promissory note line with relevant financial institutions
5.
Proposed to issue a statement of internal control system for 2020
6.
Proposed to assess the independence of certifiedpublic accountants
Approved by
all
attending
Committee
members
Reported to the Board of
Directors of the Company
for approval
2021.05.1
0
2nd
7th
1.
Approved the Consolidated Financial Report for Q1, 2021
2.
Proposed the appointment of certified public accountants and their
remuneration
3.
Proposed amendments to the Company's " Internal Control System for
Stock Affairs Unit"
4.
Proposed replacement of the Company's Financial Manager and Acting
Spokesperson
Approved by
all
attending
Committee
members
Reported to the Board of
Directors of the Company
for approval
2021.06.1
0
2nd
8th
1.
Proposed the application of comprehensive credit line with E.Sun
Bank
Approved by
all
attending
Committee
members
Reported to the Board of
Directors of the Company
for approval
2021.08.0
9
2nd
9th
1.
Approved the Consolidated Financial Report for Q2, 2021
2.
Proposed Early Termination of land lease in North Embankment of
Taichung Industrial Development Park
Approved by
all
attending
Committee
members
Reported to the Board of
Directors of the Company
for approval
2021.09.2
8
2nd
10th
1.
Approved the Change of the Company's President
2.
Approved the Change of the Company's Internal Audit Supervisor
Approved by
all
attending
Committee
members
Reported to the Board of
Directors of the Company
for approval
2021.11.1
1
2nd
11th
1.
The Company proposed to replace the Accounting Manager, Financial
Manager and Acting Spokesperson
2.
Approved the Consolidated Financial Report for Q3, 2021
3.
The Company's proposal to the application of comprehensive credit line
with Taishin International Commercial Bank
Approved by
all
attending
Committee
members
Reported to the Board of
Directors of the Company
for approval
2021.12.2
8
2nd
12th
1.
Annual Audit Plan of the Company for the Year 2022
2.
Approved the proposed retirement of Vice President of the Company
Approved by
all attending
Committee
members
Reported to the Board of
Directors of the Company
for approval

47

2022.03.0
7
2nd
13th
1.
Approved Parent Company Only Financial Statements, Consolidated
Financial Report and Business Report for the Year 2021
2.
Recognized the amount of external endorsement guarantee and funds
lent to others as of the end of December 2021
3.
Proposed the application of comprehensive credit line and commercial
promissory note line with relevant financial institutions
4.
Proposed to provide endorsement guarantee for the Company's
transferred investment subsidiaries
5.
Proposed to issue a statement of internal control system for 2021
6.
Proposed to assess the independence and suitability of the Company's
CPAs.
7.
Proposed amendments to part of the "Procedures for Acquisition or
Disposal of Assets" of the Company
Approved by
all
attending
Committee
members
Reported to the Board of
Directors of the Company
for approval

4. Major resolutions of the Remuneration Committee

Date of the
meeting
Term of
meeting
Content of motion Resolution The Company's response
to the opinion of the
Remuneration Committee
2021.03.25 4th
5th
1.
Proposed discussion of the Company's distribution
plan of employee remuneration for the Year 2020
2. Approved Manager's Employee Compensation and
Year-End Bonus for 2020
Approved
by
all
attending
Committee
members
Report to the Board of
Directors of the Company
for approval
2021.08.09 4th
6th
1.
Proposed discussion of the Manager's Employee
Remuneration Allocation Proposal for 2020
2.
Proposed provision for Employee Compensation of NT
$22 million foryear 2022
Approved
by
all
attending
Committee
members
Report to the Board of
Directors of the Company
for approval
2021.12.28 4th
7th
1.
Year-end bonus plan for the Company's managers for
the Year 2021
Approved
by
all
attending
Committee
members
Report to the Board of
Directors of the Company
for approval
2022.03.07 4th
8th
1.
Proposed discussion of the Company's Distribution
Plan of Employees Compensation for the Year 2021
2.
Manager's Employee Compensation and Year-End
Bonus for 2021
Approved by all
attending
Committee
members
Reported to the Board of
Directors of the Company
for approval
  • (XI) Where a director or supervisor has different opinions on an important resolution adopted by the Board of Directors and has a record or written statement, state the major content: None.

  • (XII) Resignation or Dismissal of the Company's Key Individuals, Including the Chairman, President, Accounting Manager, Financial Manager, Internal Audit Supervisor, R&D and Chief Governance Officer of the most recent year and as of the Date of this Annual Report:

Title Name Date of Assumption of
Duty
Date of Dismissal Reasons for Resignation or
Dismissal
President Tsai-Yuan Lin 2021.01.01 2021.09.15 Retirement
Vice President Ching-Feng Yang 2021.04.01 2021.12.28 Job adjustment
Audit Director Kan-Kuan Ling 2016.01.01 2021.08.31 Retirement
Finance Manager Chia-Feng Yang 2020.06.09 2021.05.31 Job adjustment
Finance Manager Mei-Ling Chuang 2021.05.10 2021.11.11 Job adjustment
Accounting
Supervisor
Mei-Ling Chuang 2020.08.11 2021.11.11 Job adjustment

48

IV. Information on CPA Professional Fees

Unit ofamount: NT$1,000 Unit ofamount: NT$1,000
Accounting Firm Name of CPA Audit fee Non-audit fee Audit period Notes
KPMG Taiwan Lo, Jui-Lan Au, Yiu-Kwan 3,240 30 2021/1/1~2021/12/
31

Note: non audit fees - others are provided for the audit and analysis of full-time employees who are not in charge of the position, NT $ 30,000.

  • (I) Where the proportion of non-audit fees paid to the endorsing CPAs, the firm to which the endorsing accountant belongs and its Affiliates accounts for more than one fourth of the audit fees: as explained in the above table.

  • (II) Where the CPA firm is changed and the audit fee paid in the year of change is lower than that in the year before the change: None.

  • (III) Audit fees decreased by more than 15% compared with the previous year: None.

V. Replacement of CPA:

None.

  • VI. The Company's chairman, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm:

None.

  • VII. Any transfer of equity interests and/or pledge of or change in equity interests by a director, managerial officer, or shareholder with a stake of more than ten percent
2021 Current year as of March 31, 2022
Title Name Shareholding Pledged Holding
Shareholding Pledged Holding
Increase Increase
Increase (Decrease) Increase (Decrease)
(Decrease) (Decrease)
Chairman
Jen-Hao Cheng
President(Note 1)
Director and Vice
Lan-Hui Yu
Chairman
Cheng Loong
Corporation
Director
Representative: Su-Yun
Cheng
Shine Far Construction
Co.,Ltd.
Director
Representative: Chuan-
Chuan Lu

49

2021 Current year as of March 31, 2022
Title Name Shareholding Pledged Holding
Shareholding Pledged Holding
Increase Increase
Increase (Decrease) Increase (Decrease)
(Decrease) (Decrease)
Shine Far Co.,Ltd.
Director Representative: Ken-
Pei Cheng
Director Yen-Ming Chen
Independent
Yao-Ming Huang
Director
Independent
Hsu-Feng Ho
Director
Independent
Mao-Chun Wang
Director
President (Note 1) Tsai-Yuan Lin
Vice President (Note
Ching-Feng Yang
(13,000) (23,000)
2)
Director of Oil
Yung-Lung Lin
Products
Financial Manager
Wei-Teng Hsiao
(Note 3)
Financial Manager
Mei-Ling Chuang
(Note 3.4)
Financial Manager
Chia-Feng Yang
(Note 4)
Accounting Manager

Yu-Cheng Yao
(Note 5)
Accounting Manager

Mei-Ling Chuang
(Note 5)
Supervisor of Audit
Kun-Lin Wu
(Note 6)
Supervisor of Audit
Kan-Kuan Ling
(Note 6)
  • Note 1. Tsai-Yuan Lin, Former President, retired in September 2021, and Chairman Jen-Hao

  • Cheng was appointed as Acting President in September 2021.

  • Note 2. Ching-Feng Yang, Vice President, was reassigned in December, 2021.

  • Note 3. Mei-Ling Chuang, the Financial Manager was reassigned in November 2021 and WeiTung Hsiao succeeded as the new Financial Manager in November 2021.

  • Note 4. Chia-Feng Yang, the Financial Manager, was reassigned in May 2021, and Mei-Ling Chuang succeeded as the new Financial Manager in May 2021.

  • Note 5. Mei-Ling Chuang, the Accounting Manager was reassigned in November 2021, and Yu-Cheng Yao succeeded as the new Accounting Manager in November 2021.

  • Note 6. Kuan-Ling Kan, the audit supervisor, retired in August 2021 and Kun-Lin Wu succeeded as the new audit supervisor in September 2021.

50

Information on the counterparty of the equity transfer as a related party: None.

Information on the counterparty of the equity pledge as a related party: None.

51

VIII. Information on Concerned Relationship of Top Ten Major Shareholders

March 28, 2022

Name Current Shareholding Current Shareholding Spouse's/Minor's
Shareholding
Spouse's/Minor's
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Title or name and relationships of the 10
largest shareholders where they are related
parties, spouses, or relatives within the
second degree of kinship
Title or name and relationships of the 10
largest shareholders where they are related
parties, spouses, or relatives within the
second degree of kinship
Remark
Number of
Shares
Shareholding
ratio
Number of
Shares
Shareh
olding
ratio
Numbe
r of
Shares
Shareh
olding
ratio
Name Relationship
Cheng Loong
Corporation
Representative: Su-
Yun Cheng
12,690,010
-
9.24
-
-
-
-
-
-
-
-
-
Cheng Loong
Investment Co., Ltd.
Shine Far Co., Ltd.
Shine Far
Construction Co.,
Ltd.
Cheng Loong
Investment Co., Ltd.
Legal
representative
Director
Director
Director
Representative of
Institutional
Director
Special ESOP
account of Shan-
Loong
Transportation Co.,
Ltd entrusted in
CTBC Bank
Representative:
Kun-Lin Wu
8,455,927
-
6.16
-
-
-
-
-
-
-
-
-
-
-
-
-
Shine Far Co., Ltd. 8,367,944 6.10 - - - - Cheng Loong
Corporation
Legal
representative
Director
Representative:
Ken-Pei Cheng
85,986 0.06 - - - - - -
Shine Far
Construction Co.,
Ltd.
Representative:
Chuan-Chuan Lu
6,743,227
866,450
4.91
0.63
-
68,000
-
0.05
-
-
-
-
-
Shine Far Co., Ltd.
Shine Far
Construction Co.,
Ltd.
-
Managing
Director
Director
Director
Jen-Ming Cheng 6,552,421 4.77 9,000 - - - Cheng Loong
Corporation
Shine Far
Construction Co.,
Ltd.
Shine Far Co., Ltd.
Cheng Loong
Investment Co., Ltd.
Vice Chairman
Director
Director
Representative of
Institutional
Director
Chiung-Miao Yeh 6,027,000 4.39 - - - - Chengguan
Investment Co., Ltd.
Chairman
Cheng Loong
Investment Co., Ltd.
Representative:
Cheng-Lung Cheng
4,871,034
68,000
3.55
0.05
-
866,450
-
0.63
-
-
-
-
-
Shine Far
Construction Co.,
Ltd.
Shine Far Co., Ltd.
-
Director
Chairman
Jen-Hao Cheng 4,328,876 3.15 - - - - Shine Far Co., Ltd.
Shine Far
Construction Co.,
Ltd.
Managing
Director
Director
Chengguan
Investment Co., Ltd.
Representative:
Wen-Lin Lin
3,351,000
-
2.44
-
-
6,027,000
-
4.39
-
-
-
-
Chiung-Miao Yeh
Chiung-Miao Yeh
Director
Spouse
Hsan Fhu
Investment Co., Ltd.
Representative:
Cheng-Lung Cheng
1,906,697
68,000
1.39
0.05
-
866,450
-
0.63
-
-
-
-
-
Shine
Far
Construction
Co.,
Ltd.
Shine Far Co.,Ltd.
-
Director
Chairman

52

December 31, 2021

IX. Consolidated Shareholding Percentage

Reinvestment business (Note 1) By Company By Company Investments by the Directors,
managers, and companies
directly or indirectly controlled
by the Company
Investments by the Directors,
managers, and companies
directly or indirectly controlled
by the Company
Consolidated Investment Consolidated Investment
Number of
Shares
(Shares)
Percentage
of
Ownership
Number of
Shares
(Shares)
Percentage of
Ownership
Number of
Shares
(Shares)
Percentage
of
Ownership
Shan-Loong Investment Co.,
Ltd.
40,000,000 100.00 - - 40,000,000 100.00
Cheng Loong Corporation 19,376,137 1.75 146,404,846 13.21 165,780,983 14.96
Shan-Loong
International
Holdings Co., LTD
10,046,508 100.00 - - 10,046,508 100.00
GemTech Optoelectronics Corp. 3,644,000 19.29 13,138,000 69.56 16,782,000 88.85
Ko Loong Industrial Co., Ltd. 2,014,000 19.75 3,200,000 31.37 5,000,000 49.02
Cheng Loong Investment Co.,
Ltd.
600,000 4.62 7,500,000 57.69 8,100,000 62.31
Shan-Loong Shipping Customs
Declaration Co., Ltd.
13,100,000 100.00 - - 13,100,000 100.00
Shan-Long Automotive Co.,
Ltd.
20,000,000 100.00 - - 20,000,000 100.00
Shin Loong Life Co., Ltd. 350,000 5.83 3,000,000 50.00 3,350,000 55.83
Shine Far Co., Ltd 269,752 0.87 6,010,222 19.39 6,279,974 20.26
Yueh Loong Co., Ltd. 323,278 10.78 1,409,592 50.34 1,711,318 61.12

Note: The Company's long-term investment

53

Chapter 4. Capital Overview

I. Capital and Shares

(I) Source of capital

Authorized capital Paid-in capital Remark
Issue
Capital
Year price

(NT)
Number of Amount (NT Number of Amount (NT increased
Shares (in Shares (in Source of capital by assets
Others
$1,000) $1,000)
Thousands) Thousands)
other
than cash
Conversion of corporate bonds in the second
2021 - 1,500,000 150,000 137,282 1,372,818
quarter of 2019 (JSSZ No. 10801094770,
None
August,1,2019)
(In thousands)
Authorized capital
Type of Stock Remark
Issued shares Unissued shares Total
Common stock 137,282 12,718 150,000
Authorized capital Authorized capital
Type of Stock Remark
Issued shares Unissued shares Total
Common stock 137,282 12,718 150,000

(II) Shareholder Structure

March 28, 2022

Shareholder Structure
Number
Government
agencies
Financial
institutions
Domestic
natural persons
Foreign
institutions
and individual
shareholders
Total
Other
institutional
shareholders
Number of shareholders 0 9 95,276 99 95,665
281
Shares 0 8,546,027 79,051,084 4,606,579 137,281,827
45,078,137
Shareholding (%) 0 6.23 57.58 3.35 100.00
32.84

Note: The first TWSE/TPEx listed companies and the emerging market listed companies should disclose their shareholding ratio of capital from mainland area; capital from mainland area refers to the people, legal entities, groups, other institutions in the mainland or their companies investing in the third region as stipulated in Article 3 of the Measures Governing Investment Permit to the People of Mainland Area.

54

(III) Shareholding Distribution Status

1. Common stock

Common shares/par value per share NT $10

March 28, 2022

Number of
Percentage of
Shareholding range shareholders Shares

Ownership (%)
(persons)
1~
999
85,345 958,688 0.70
1,000~
5,000
8,607 15,061,697 10.97
5,001~
10,000
872 6,810,835 4.96
10,001~
15,000
282 3,560,509 2.59
15,001~
20,000
142 2,599,855 1.89
20,001~
30,000
126 3,189,732 2.32
30,001~
40,000
56 1,948,336 1.42
40,001~
50,000
44 2,043,554 1.49
50,001~
100,000
83 6,119,154 4.46
100,001~
200,000
54 8,216,670 5.99
200,001~
400,000
29 7,890,500 5.75
400,001~
600,000
4 2,035,455 1.48
600,001~
800,000
1 700,000 0.51
800,001~
1,000,000
3 2,685,245 1.96
over 1,000,001 17 73,461,597 53.51
Total 95,665 137,281,827 100
  1. Preferred shares: None.

(IV) List of Major Shareholders

March 28, 2022

Shareholding
Name of Major Shareholders
Shares Shareholding (%)
ChengLoongCorporation 12,690,010 9.24
Special
ESOP
account
of
Shan-Loong
Transportation Co., Ltd entrusted in CTBC Bank
9,442,751 6.88
Shine Far Co., Ltd 8,367,944 6.10
Shine Far Construction Co.,Ltd. 6,743,227 4.91
Jen-MingCheng 6,552,421 4.77
Chiung-Miao Yeh 6,027,000 4.39
Chengshi Investment Co., Ltd. 4,871,034 3.55
Jen-Hao Cheng 4,328,876 3.15
Chengguan Investment Co.,Ltd. 3,351,000 2.44
Sun Favorite Co., Ltd. 1,906,697 1.39

55

(V) Information on market price, net worth, earnings and dividends per share in the last two years

Current year as of
Year
2020 2021
March 31 (Note
Item
8)
Highest 32.40 39.95 40.05
Market price

per share
Lowest 26.25 31.00 37.25
(Note 1) Average 29.97 35.20 39.69
Net worth per
Before distribution 37.05 38.29 -
share
After distribution 36.23 - -
(Note 2)
Weighted average shares
135,928 135,928 135,928

(thousand shares)
Earnings per Earnings per share before
2.73 3.06 -

Share

adjustment (Note 3)
Adjusted earnings per share
- - -

(Note 3)
Cash dividends 2.2 2.5 -
- - - -
Free
Dividends per
allotment - - - -

share
Accumulated undistributed
- - -
dividend (Note 4)
P/E Ratio(Note 5) 10.98 11.50 -
Return on
P/D Ratio(Note 6) 14.27 14.08 -
investment Yield on cash dividend (Note
7.01% 7.10% -

7)

Note 1. List the highest and lowest market prices of ordinary shares in each year, and calculate the average market price of each year according to the transaction value and trading volume of each year. Note 2. Please refer to the number of shares issued at the end of the year and fill in the distribution according to the resolution of the Board of Directors or the next Annual Shareholders' Meeting.

Note 3. If retroactive adjustment is required due to the situation of free allotment, etc., the earnings per share before and after adjustment shall be listed.

Note 4. If the conditions for the issuance of equity securities stipulate that the dividends not paid in the current year can be accumulated until the surplus year, the accumulated and unpaid dividends up to the current year shall be disclosed respectively.

Note 5. P/E Ratio = Average market price/earnings per share.

Note 6. Price/dividend ratio = Average market price/cash dividends per share.

Note 7. Cash dividend yield rate = Cash dividends per share/average market price.

Note 8. The data reviewed by the CPA for the most recent quarter of the Company is the first quarter of 2022.

(VI) Dividend Policy and Implementation Status

The Company's industrial can be combined with national economic growth, and its life cycle is in the stage of stable growth. On the basis of the Company's future capital needs and long-term financial planning, as well as the shareholders' needs for cash inflow, if the Company has any surplus after the final accounts of each year, in addition to paying profit-making enterprise income tax according to law and making up for the losses of previous years, it shall first allocate 10% of the legal surplus reserve for the balance and special surplus reserve for the amount of shareholder's equity deduction in the current year, and allocate more than

56

30% of the rest to shareholders, of which the cash dividend shall not be less than 10% of the total dividend. However, if the cash dividend per share is less than NT $ 0.1, it will not be paid, but a stock dividend. If there is a reduction in shareholders' equity accumulated in the previous year or occurred in the current year but the after-tax surplus of the current year is insufficient to be set aside, a special surplus reserve of the same amount shall be set aside from the accumulated undistributed surplus of the previous year and deducted before allocation and distribution. If the dividend and bonus per share are less than NT $0.5, the surplus distribution in the preceding paragraph may be exempted.

The Company proposed cash dividend of NT $2.5 per share of dividend distribution for 2021 and is pending for resolution of the Annual Shareholders' Meeting.

57

  • (VII) The impact of the free allotment proposed at the Shareholders' Meeting on the Company's operating performance and earnings per share

There is no proposed allotment of stock dividends in this year, so it is not applicable.

(VIII) Remuneration for employees and Directors

  1. The number or scope of the remuneration of employees and Directors contained in the Company's Articles of Incorporation:

  2. According to Article 19 of the Articles of Incorporation, the Company shall allocate no less than 1% of the pretax profit for the current period before deducting the employee's remuneration. But the Company shall reserve a portion of profit to make up for accumulated losses, if any. Employees’ compensation may be distributed in shares or cash, and the counterparty to whom shares or cash are distributed as employees’ compensation may include the employees of its controlled or subordinate companies that meet certain criteria. The allocation and ration of Employee remuneration must be approved by the Board of Directors in a meeting attended by more than two-thirds of all Board members, where half of the attending Directors approve. The remuneration resolution shall be reported in the Annual Shareholders' Meeting. Where the Board of Directors has adopted a resolution in the preceding paragraph to pay remuneration to employees in the form of shares, it may adopt the same resolution to issue new shares or buy its own shares.

  3. The basis for estimating the amount of employee and director remuneration listed in the valuation, the basis for calculating the number of employee remuneration distributed by shares, and the accounting treatment when the actual amount of distribution differs from the estimated amount.

    • (1) The basis for estimating the amount of employee remuneration listed in the valuation, the basis for calculating the number of employee remuneration distributed by shares, and the accounting treatment when the actual amount of distribution differs from the estimated amount:

      • The basis of the valuation is based on the actual operating results of the current year, in accordance with the provisions of the Articles of Incorporation and taking into account the actual distribution situation of previous years. However, if there is a difference between the amount of distribution decided by the subsequent Shareholders' Meeting and the estimated amount, it shall be regarded as a change in accounting estimation and listed as the profit and loss of the actual distribution year.
    • (2) The basis for the valuation of Directors' remuneration amounts and the basis for the calculation of the number of shares distributed by shares: not applicable.

  4. The approval of distribution of remuneration by the Board of Directors:

    • (1) The amount of employee remuneration and directors' remuneration distributed in cash or shares. If there is any discrepancy between that amount and the estimated figure for the fiscal year these expenses are recognized, the discrepancy, its cause, and the status of treatment shall be disclosed: The remuneration for employees proposed by the Board of Directors: cash of NT $22,000,000; the remuneration for Directors: NT $0 and no discrepancy with the estimated amount of recognized expenses.

58

  • (2) The amount of employee remuneration to be paid in stocks out of the current company-level financial report in terms of the sum of net profit after tax and employee remuneration: the Company didn't pay any employee remuneration in stocks.

  • The actual distribution of remuneration of employees and directors in the previous year:

    • The actual distribution of remuneration to employees and directors of the Company in the previous year did not differ from the recognized amount.

    • Employee remuneration - cash of NT $22,000,000, distributed on August 24, 2021; Directors' remuneration: None.

  • (IX) Repurchase of shares of the Company: None.

  • (X) Status of Corporate Bonds: None.

  • (XI) Status of Preferred Stocks: None.

  • (XII)Issuance of GDR/ADR: None.

  • (XIII) Employee Stock Options None.

  • (XIV) Issuance of New Restricted Employee Shares: None.

  • (XV)Status of Issuance of New Shares in Connection with Mergers and Acquisitions: None.

II. Finance Plans and Implementation: None.

59

Chapter 5. Operations Overview

I. Business Activities

  • (I) Business Scope

  • Major business of the Company

  • (1) G101061 Automobile Cargo Transportation Business

  • (2) G101081 Automobile Container Transport

  • (3) CD01030 Automobiles and Parts Manufacturing

  • (4) JA01010 Automotive Repair and Maintenance

  • (5) F114010 Wholesale of Automobiles

  • (6) F114030 Wholesale of Motor Vehicle Parts and Supplies

  • (7) F214010 Retail Sale of Automobiles

  • (8) F214030 Retail Sale of Motor Vehicle Parts and Supplies

  • (9) G801010 Warehousing and Storage

  • (10) F112010 Wholesale of Gasoline and Diesel Fuel

  • (11) F112040 Wholesale of Petrochemical Fuel Products

  • (12) F212011 Gas Stations

  • (13) F212050 Retail Sale of Petroleum Products

  • (14) J101090 Waste Disposal

  • (15) J101030 Waste clean-up

  • (16) E599010 Pipe Lines Construction

  • (17) F107170 Wholesale of Industrial Catalyst

  • (18) F113100 Wholesale of Pollution Controlling Equipment

  • (19) F213100 Retail Sale of Pollution Controlling Equipment

  • (20) F401010 International Trade

  • (21) I103060 Management Consulting Services

  • (22) I301010 Information Software Services

  • (23) I301020 Data Processing Services

  • (24) J101040 Waste management

  • (25) J101050 Environmental Testing Services

  • (26) J101060 Wastewater (Sewage) Treatment

  • (27) JA02051 Weights and Measuring Instruments Repair

  • (28) F113060 Wholesale of Measuring Instruments

  • (29) F213050 Retail Sale of Metrological Instruments

  • (30) F401181 Measuring Instruments Import

60

  • (31) I301040 Third-Party Payment Services

  • (32) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject

to special approval.

  1. Operating Percentage (FY2021)
Main Business Activities % Of turnover
Automobile Transportation 30%
Gas Stations 70%
Total 100%
  1. Main products and services

The Company is engaged in container transportation, bulk transportation, dangerous goods transportation, oil transportation, vehicle sales,

Vehicle repair, vehicle inspection and petrol station business.

  1. New products or services planned for development

Plan mobile payments and promote cloud vehicles, add self-propelled refuellers, and provide customers with convenient services.

  • (II) Development status of the industry

  • Overview of the Gas Stations

According to the Oil Price Information Management and Analysis System of the Energy Bureau of the Ministry of Economy, the comparison of crude oil month trends in North Sea Brent, Dubai, and West Texas from January 2021 to December 2021.

61

==> picture [524 x 252] intentionally omitted <==

----- Start of picture text -----

Monthly Comparison of International Oil Price Trends (USD/bbl)
North Sea Dubai West
Brent Texas
USD/bbl
Year and month
----- End of picture text -----

The Company engages in the gas stations in the oil and gas industry. It provides retail of gasoline and diesel, manual car washing and automobile inspection services, etc., and is located downstream of the oil market. In recent years, after the liberalized competition in the domestic oil market, the gas station industry, which was originally profitable and stable, is affected by the changes in the current economic climate and the changes in international oil prices, and it is difficult to find gas station locations with development potential. The competition for renewal and lease of new stations among linked gas stations becomes more intense, which pushes up the rent level, forms operating pressure, erodes the profits of gas station peers, and the operation becomes more and more difficult. In addition, due to the issue of climate change, with reducing carbon emissions in the transport sector as one of the important objectives, governments of various countries actively promote the development of electric vehicles and invest a lot of resources in building charging station equipment, and provide subsidies for the purchase of electric vehicles to replace fuel vehicles. The overall business environment and external competition are unfavorable to the operation of gas stations.

In 2020, Wuhan pneumonia (novel coronavirus disease, COVID-19) struck the world and the crude oil market was hit hard. At present, crude oil futures still have not returned to their pre-pandemic prices. Due to the restrictions of governments on travel and commercial activities, oil demand fell like a cliff in early 2020, with a huge amount of oil surplus and tight crude oil storage facilities everywhere. However, with the good news of vaccine research and development, people are full of hope for the future, which also makes the oil price rise irrationally. According to the International Energy Agency (IEA), inventory will be 625 million barrels higher in 2021 than before the pandemic. The emergence of overcapacity makes the oil market face the threat of oversupply, and the oil price will face the threat of decline.

Due to the continuous rise of basic salary and the increasing burden of personnel salary, in view of the impact of unprofitable operation caused by the shortage of labor force and the sharp increase of labor cost, the company has fully set up self-service refueling equipment and system to improve the utilization ratio of self-service refueling through marketing promotion, so as to reduce the rising personnel cost year by year. A user-friendly self-service refueling interface, diverse payment options, and a rich and interesting marketing campaign boost customers to use self-service refueling more. Various marketing methods have been introduced and members and teams are actively recruited. Companies are to increase marketing strength, strive to improve sales volume and strengthen inventory management to cope with the positive and negative benefits brought about by oil price changes.

Overview of Automobile Freight

According to the operating data for year 2020 and 2021 from the Statistical Office of the Ministry of Transportation, the total carriage in 2021 was 579.01 million tons, an increase of 4.1% over the same period in 2020. The freight revenue in 2021 was NT $182.4 billion, an increase of 7.42% over the same period in

62

  1. Automobile freight is the most important mode of transportation in Taiwan. The container transportation and storage industry are mainly engaged in the business of container terminal and container maintenance. The container terminal refers to the site registered by the Customs for the distribution and storage of containers and container goods. It is also engaged in the storage, movement and processing of import and export, transshipment goods and containers in the terminal. Affected by the Sino-US trade friction, Taiwan businessmen returned to Taiwan. In addition to Covid-19, it is estimated that all industries will change in the future. In order to reduce risks, enterprises will move some production capacity out of China, and reorganize the industrial chain to build diversified demand and supply. It is expected to drive a large increase in the transportation demand of the cargo contracting industry, a large increase in the loading and unloading volume of container transportation and warehousing operators, and an increase in the rental volume of factory offices and warehousing in the port area; With the huge demand for plant leasing and storage brought by the return of Taiwan businessmen, the business opportunities in the future cannot be underestimated. After all, in the post-pandemic era, the traditional pattern needs to be changed. Only by adding high technology and artificial intelligence, combining with the Internet of Things and automation, can the competitiveness and irreplaceability of the industry be improved.

The irregular and flexible adjustment mechanism of oil price makes the business environment of the transportation industry still full of challenges. In the face of this impact, the Company is committed to improving service quality to consolidate customers, and strive to reduce operating costs. The Company will also seize the bidding opportunity in various large-scale transportation projects to stabilize the source of customers.

In the process of national economic growth, cargo transportation and distribution has always played an important role. Due to the rise of internet economy and the rapid development of e-commerce logistics services, the traditional transportation industry must change rapidly to meet the market demand. The transportation industry, freight forwarding industry, freight collection and distribution yard, container yard, airlines, shipping, customs declaration business, storage center, delivery center, express industry and contracting industry shall be effectively integrated and strengthened. The development of automobile freight industry is facing external changes such as the change of global logistics type, the rapid development of information network and the development of cross-strait direct shipping. In addition, the deterioration of industrial operation environment, the trend of industrial development transformation and the rigidity of operation and management system make the operation of automobile container freight industry increasingly difficult. Due to the development trend of international logistics for transportation enterprises in recent years, it is emphasized to provide integrated transportation services. International supply chain members include international cargo transportation industry, international cargo logistics industry, international cargo contracting industry, international cargo declaration industry and third-party international logistics companies.

Facing the development trend of global logistics management, the company has established a joint venture Shanghai Shantong Storage and Transportation Co., Ltd. in Shanghai to provide one-stop services of customs declaration, solicitation and transportation. In addition, in line with the Southward Policy, the Company has made investment in Vietnam in 2018 for transportation business so as to develop new overseas locations.

63

The development of world trade towards liberalization and globalization is becoming faster and faster, and the importance of cross-border logistics is increasing day by day. International commercial logistics center has become the primary goal of land transportation operators' active transformation. The development of logistics center can effectively integrate the circulation process, with ground transportation, warehousing, loading and unloading, packaging, circulation processing and information integrated through management procedures to create value and meet customer needs. In order to integrate the future development needs, the Company actively purchased land and built its own storage facilities. In addition to the current logistics business, the Company will expand towards the logistics and storage business with high added value, effectively utilize the transportation and customs declaration capabilities distributed in all locations in the province, and connect the market demand for various logistics businesses in the future.

With the industrial transformation in Taiwan, the online shopping market driven by e-commerce is growing rapidly. Therefore, the transportation and distribution demand of 3C electronic goods, clothing, cosmetics and other commodities with small size has increased significantly. In the name of logistics companies, industrial forms that only run transportation and distribution have sprung up one after another. The small scale of transportation companies and the outsourced vehicles have become the two features of Taiwan's road freight transportation industry.

The upstream, midstream and downstream correlations of the gas station sector and the automobile container and freight transport sector are shown as follows:

  • (1) Gas Stations

Upstream Midstream Downstream

(Petroleum Refining Industry) (Sales of Oil Products) (Oil Products users)

CPC Oil Refinery General Formosa Plastics Oil public/vehicle or Gas station Refinery power machine users Others

(2) Automobile Transportation

Upstream Midstream Downstream Transportation Agriculture, Forestry, Equipment Leasing Automobile Fisheries and Animal Automobile Husbandry Transportation Manufacturing and Manufacturing Construction Automobile Repair and Wholesale and Retail Trade Maintenance Those in need of 64 Gas Stations transportation

(III) Technology and R&D Overview

The company's main business is the operation of land freight and gas stations, and there is no dedicated R & D unit. In order to achieve the goal of electronation and mobilization, with the driving GPS data communication and satellite positioning real-time monitoring system, and using the latest network technology and digital technology integration, the Company reduces customers' waiting time, improves safety and fully controls the transportation process. The Company purchased vehicles that comply with environmental protection laws and regulations to increase the carrying capacity. The Company also coordinates the software and hardware of transportation business to enable customers with faster and convenient services.

  • (IV) Long-term and Short-term Development Plan

1. Short-term:

  • (1) Lean Management:

The Company is to launch talent management and optimize human resources; strengthen data collection and analysis to improve work performance; integrate the land of each district and strengthen the use performance; integrate administrative resources and optimize operation process.

  • (2) Lean Transportation:

The Company is to strengthen flexibility of scheduling to meet customer needs, implement administrative operations to achieve management indicators, cultivate professionals and improve professional capabilities.

  • (3) Refine Logistics:

The Company is to optimize the micro-management and process, improve delivery efficiency and punctuality, meet customer needs, increase revenue and reduce expenditure.

  • (4) Innovate Oil Products:

The Company is to build full self-service gas station, membership APP storage and vehicle identification system and engage in environmental monitoring, being a leader in the new commercial model in the market.

  • (5) Further development in Vietnam:

The Company is to build a freight yard to create container-transfer benefits and enhance vehicle scheduling, thus providing quality service.

  • (6) Boost Automobile:

The new cars are to be sold with maintenance service package to create a stable and continuous business volume. The original-factory-level service shall be maintained and various services centered on the Internet of vehicles will be promoted.

  • (7) Shipping Worldwide:

65

The Company will actively explore global routes, improve service quality, and strengthen customer acceptance.

2. Long-term:

  • (1) The Company is to diversify its business, enrich service scope and expand profit sources.

  • (2) The Company is to expand the operation locations. After entry into WTO, Taiwan's industry is facing the pressure of international competition. The vision of the industry will no longer be limited to the Taiwan market. We should have a broad pattern of global thinking, expand the operation scale, and take improving profitability as the main goal.

  • (3) The Company is to further customer service and enhance customer loyalty. By adhering to the customer-oriented attitude, it will be conducive to the long-term operation of the Company.

  • (4) The Company is to sign long-term oil supply contracts with suppliers, and actively strive for sales incentives given by suppliers to increase the benefits of oil sales.

  • (5) The Company is to improve the quality of human resources and continue its talent training plan. Regular education and training will be held every year. With human training system and business development plan, the Company will improve service quality and efficiency.

  • (6) The Company is to cooperate with banks in marketing. The gas stations will promote selfrefueling service, offering diversified choices for customers.

II. Market and Sales Overview

  • (I) Market Analysis

  • The Company mainly provides transportation services such as in-island cargo containers, bulk, logistics and gas station services, all of which are domestic sales.

  • With the liberalization of competition in the domestic oil market, price reduction and promotion and the rise of the rental cost of gas stations, the operation of gas stations has entered into an era of low profits. The gas station operators have changed their marketing strategies, strengthened the alliance of different industries and issued joint gas cards to create more revenue. At present, CPC still enjoys the highest share in the domestic gas station industry. In terms of oil brands, the top ones are CPC and Formosa Petrochemical Corporation. Since the first Shan-Loong gas station established in 1998, through continuous efforts, the Company has 80 gas stations now, which are located all over the province. The oil distribution volume and market share are growing steadily. In view of the falling price loss of the inventory caused by oil price fluctuation, which is beyond the capacity of ordinary service station channel providers, the Company has implemented inventory management to cope with the positive and negative benefits brought by oil price changes.

The Company has been engaged in transportation services for a long time. From the initial freight and container transportation to the current logistics warehousing and shipping customs declaration, the Company provides

66

one-stop services of customs declaration, solicitation and transportation. The Company has obtained ISO14001 certification, and the scope of certification includes automobile repair and gas station business in addition to the existing transportation and logistics business.

  1. Competitive niches, favorable and unfavorable factors for future development, response measures

  2. (1) Award History

  3. a. The Company has strict self-requirements for quality, and has passed ISO9001 International Quality Management System Verification, SQAS Road Transportation Safety and Quality Evaluation System Verification, ISO14001 International Environmental Management System Verification, OHSAS18001 Occupational Safety and Health Evaluation System Verification and TTQS Training Quality Talent Development Quality Management System Appraisal for 2018 Bronze Medal.

  4. b. The Winner of World Magazine's Top 2000 Survey 2018: 89th in the Service Industry

  5. c. In 2019, the Company passed the annual assessment of the Road Transportation Safety Quality Assessment System (SQAS) of the General Management Office of Formosa Plastics Co., Ltd. and won the seventh place in the warehousing and cargo industry of "Taiwan's Large Enterprise Ranking Top 5000".

  6. d. In 2020, the Company's Environmental Remediation Lab passed the Qualification Permit of the Environmental Inspection and Measurement Organization, and Shan-Loong Customs Declaration, the subsidiary, also won the recognition of Excellent Customs Declaration.

  7. e. In 2021, the Company was honored by the Internal Revenue Service with the "Outstanding Operator" award.

  8. (2) Favorable factors

  9. a. There are operation locations in north, central, and south of Taiwan, which provide customer service over a wide area, improve the vehicle availability, and create dual-effect travel.

  10. b. Gas stations are located throughout the province, providing transportation oil for the same industry is also better for customer base development than other operators. By careful evaluation, the Company establishes operation locations on the basis of profit priority.

  11. (3) Unfavorable Factors

The rise in the price of various raw materials, the increase in procurement and employment costs, as well as the increase in the cost of input equipment that should meet the standards of various environmental protection laws and regulations of the government. Moreover, due to the rising awareness of environmental protection and climate change issues, governments of various countries take reducing carbon emissions in the transportation sector as one of the important objectives, actively promote the development of electric vehicles, invest a lot of resources in building charging station equipment, and provide subsidies for the purchase of electric vehicles to replace fuel vehicles, all of which are unfavorable to the operation of gas stations.

  • (4) Response Measures

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Looking forward to the future, more attentions will be paid to environmental protection. The company will improve vehicle maintenance and replace the old with the new, introduce low pollution models, and set up a special unit of the environmental protection department to deal with the environmental protection business of the oil department, so as to comply with the provisions of relevant laws and regulations on environmental protection. In addition to price and sales promotion, the gas stations are also engaged in diversified commodity sales and services, such as car washing service, establishing charging (replacing) power station, etc.

  • (II) Important Uses of the Main Products and the Production Process

  • (1) Container transportation: the Company is specialized in import and export container transportation, from the terminal container yards to the customer factories, cooperate with the dispatching yard and hanging container operation in each district, integrate the transportation network all over the province and provide high-quality services.

  • (2) Bulk transportation: the Company is engaged in carrying raw materials and finished goods, including flat and dump trucks as well as dumping operations, providing professional services for in-island transportation.

  • (3) Dangerous goods transportation: the Company provides chemical tanks and various dangerous goods transportation services, and passed the SQAS European Transportation Safety and Quality Assessment Certification (Chemical Storage and Transportation).

  • (4) Oil transportation: the Company has built new oil tank trucks to carry the transportation For CPC Oil and Formosa Plastic Oil, expanding the new business.

  • (5) Sales of automobiles: Sales of DAF Vehicles.

  • (6) Automobile Repair and Inspection: auto repair plants are established in north, central and south of Taiwan, and inspection services are launched, too.

    • In addition, each of Shan-Loong's automobile is equipped with advanced equipment such as GPS, image recording DVRs, etc., which provides multiple protection to achieve the customers' mission.
  • (7) Gas station business: Shan-Loong has set up direct-operated gas stations on all major transportation routes and nearby densely populated areas to provide consumers with high-quality oil products and services. The Company focuses on “pure, adequate, satisfactory, and safe” oil service for customers.

  • (III) Supply of Primary Raw Materials

The Company's oil products are mainly for gas station operations. The oil products are from two major domestic suppliers, CPC and Formosa Plastics, both of which have signed supply contracts. The supplies are in good condition.

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(IV) List of customers who accounted for more than 10% of total sales in the last two years

1. Information of major suppliers in the most recent two years

Unit: NT $1,000

2020 2020 2020 2020 2021 2021 2021 2021
Item
Name
Amount
% Of annual net
purchase
Relationship with the
Issuer
Name Amount % Of annual net
purchase
Relationship with the
Issuer
1 CPC 7,448,680
76.99

None
CPC 9,287,220 76.01
None
2 Formosa Petrochemical 2,226,028
23.01

None
Formosa Petrochemical 2,930,924 23.99
None
Net purchase 9,674,708
100.00
Net purchase 12,218,144
100.00
  1. The Major Customers in the Last Two Years

Unit: NT $1,000

2020 2020 2020 2021 2021 2021
Item
Name
Amount Percentage in Total
Net Sales (%)
Relationship with the
Issuer
Name Amount Percentage in Total
Net Sales (%)
Relationship with the
Issuer
1 Cheng Loong
and its
subsidiaries, etc.
1,396,849
9.30

The company is a legal
entity director of the
Company


Cheng Loong and
its subsidiaries,
etc.
1,476,881
7.85

The company is a legal
entity director of the
Company
2 Others 14,558,651
90.70

Others 17,335,282
92.15

Net sales 15,955,500
100.00
Net sales 18,812,163
100.00
  1. The reasons for the increase or decrease: None

69

  • (V) Production value table of the last two years: the company is specialized in transportation and oil service, which is not applicable.

  • (VI) Sales in the Last Two Years

  • The Company's transportation business: Not applicable.

  • The Company's oil products business is as follows

Unit: KL: NT $1,000

Yea r
2020
r
2020
r
2020
r
2020
2021
Production
t
Domestic
Overseas Domestic Overseas
amoun
Major products Quantity Value Quantity Value Quantity Value Quantity Value
Premium Diese l
406,693
7,046,758 410,038 9,448,440
Unleaded 35,831
665,087 33,489 771,671
Gasoline 92
Unleaded 128,878
2,597,624 117,669 2,711,417
Gasoline 95
Unleaded 10,020
218,731 9,164 211,171
Gasoline 98
Secondary -
6,761 - 12,683

Products
Totals 581,422 10,534,961 570,360 13,155,382

III. Employee Profile

Number of Employees, Average Years of Services, Average Age and Employee Academic Background in the Previous Two Years Before the Publication of the Annual Report

Year Year 2020 2021 As of the end of the
current year ended
As of March31,2022
Number of employees 101
Management Staff 122 121
506
Administrative Staff 484 511
1,152
Field Staff 1,284 1,254
Total 1,890 1,886 1,759
Average Age 34.64 34.62 36.61
Average year of services 5.90 6.05 6.47
% Education -
PhD - -
1.31%
Master 0.85% 0.74%
41.62%
University 39.21% 40.03%
43.15%
High school 46.46% 46.61%
13.92%
Below high school 13.48% 12.62%

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4

IV. Environmental Protection Expenditures

(I) Losses in recent years due to environmental protection: None

(II) Response Measures

The Company's security department and environmental protection department are responsible for dealing with the requirements of various environmental protection laws and regulations. The fuel dispenser is equipped with an oil and gas recovery system to reduce the oil and gas at the gas station as well as reduce the concentration of harmful substances; And the Company regularly monitors the soil gas of the gas station and the liquid tightness of the oil basin of the fuel dispenser, and sets up sewage treatment and recovery equipment for the car washing machine, which can effectively prevent the occurrence of air, soil and water pollution.

The tractors used by the transportation department and logistics department are inspected by the environmental protection unit and the road supervision unit at the time of purchase, and can be licensed for operation only after the exhaust emission meeting the specified standards. All transportation equipment of the company shall be maintained regularly. When the driver finds any abnormal, it shall be immediately handed over to the maintenance unit for complete repair. After the inspection and meets the specified standards, it can be handed over to the dispatching department for operation. Looking forward to the future, great importance is attached on environmental protection. The Company will strengthen automobile repair and replace old vehicles with new ones, and introduce low-pollution vehicles to comply with the relevant laws and regulations on environmental protection.

The Company has passed the ISO14001 International Environmental Management System Certification and the OHSAS18001 Occupational Health and Safety Assessment System Certification. In order to comply with environmental protection laws and regulations and sustainable operation, the Company is committed to the continuous improvement on the principle of energy conservation, carbon reduction and environmentally friendly.

V. Protective Measures for Working Environment and Personal Safety of Employees

The Company is committed to providing a safe and healthy working environment for its employees, and has established the Department of Safety and Security to promote the integration of various businesses. It has obtained the OHSAS18001 certification, and has used various items to manage the working environment to provide employee health and safety, and regularly inspected related equipment to prevent occupational hazards.

In order to ensure the safety and health of employees, the Company has established the Employee Service Safety and Health Manual, in accordance with the quality policy of "safety, economy, promptness and responsibility" and the safety and health policy of "all employees participating, safety first and disaster

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4

zeroing". The Company will continue to promote safety and health management activities, create a good working environment and provide employees with a safe, comfortable and healthy working environment.

The Company has established relevant regulations and measures and has consistently implemented them to ensure the safety of employees and maintain a good working environment.

  1. The Company has established safety and health policy management procedures.

  2. The Company has established the implementation measures for staff safety and health education and training.

  3. The Company has established the management methods for employee health protection.

  4. The Company has established the management methods for maternity health protection of female employees.

  5. The Company has established the methods for the investigation and handling of occupational hazards and accidents

  6. The Company strictly controls the entry and exit of personnel, and has a monitoring system and gated facilities to ensure the personal safety of employees.

  7. The company conducts an annual medical examination, providing hygiene education information, personal health guidance, and follow-up check-ups

VI. Labor Relations

  • (I) The Company's employee benefits for studying, training, pension systems and its implementation status as well as labor agreements and measures for preserving employee rights and interests

  • Employee Benefits Measures and Implementation Situation

The Company attaches considerable importance to the welfare of its employees. It has established an Employees' Benefits Committee in accordance with the regulations, and has various preferential employee welfare measures, including catering, wedding celebrations, funeral rites, birth celebrations, travel and recreation, accident relief, medical assistance for family members, recognition of exemplary employees, birth celebration funds, public service disability compensation, labor insurance, winter and summer uniforms, children's academic scholarships, etc. On January 1, 2018, the Measures for Enforcing the Preferential Benefits for Colleagues was amended to increase the number of preferential benefits applied for such as the wedding ceremony for colleagues, the wedding ceremony for colleagues' children, the birth celebration fund for colleagues, and the funeral rites funds.

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4

  1. Employee development, training and implementation

The Company has a vocational training team, which is responsible for arranging the Company's education and training plan and promoting the digital learning system. Regardless of the new personnel, administrators, operators and supervisors, they participate in further training on schedule.

  1. Retirement system and implementation

The Company's retirement pension system is handled in accordance with the relevant provisions of the Labor Standard Act. The Company makes defined benefit plan contributions to the pension fund account at the Bank of Taiwan that provides pensions for employees upon retirement. Actuaries are also appointed every year to actuary the pension.

The new system of retirement was implemented since July 1, 2005. Under the new system, the Company allocates at least 6% of each employee’s (who select the new system) monthly wages to the labor pension personal account.

  1. Situation of Labor and Management Relations

All rules and regulations regarding labor and management of the Company are in accordance with the Labor Standard Act. Various meetings are held to pay attention to employees' opinions, stabilize employees' lives and establish relatively harmonious labor and management relations through the welfare system.

  1. Measures to safeguard the rights and interests of employees

The Company passed the OHSAS 18001 Occupational Safety and Health Assessment System verification in 2006.

The Company has well-established management rules that specify the rights and obligations of colleagues and the items of benefits, and the specialized personnel unit regularly reviews and revises the benefits in order to safeguard the rights and interests of all employees.

  • (II) The Company's employee education and training planning and implementation for 2021

In 2021, in accordance with the TTQS training mechanism and PDDRO process plan, taking advantage of the epidemic alleviation, the Company timely held the "micro-behavior and performance execution" course for managers and on-the-job education training for drivers. Unfortunately, the epidemic had been getting worse since May, relevant training courses were pending for in line with remote work and work from home policy of the government and the Company. In the second half of the year, it was better again. Priority was given to the courses that were more urgent to laws, regulations and verifications. In addition to subsidies in combination with the manpower improvement plan, employees were also sent to receive professional courses.

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4

In the prevention of driving accident, 1. the Company actively uses the technology of mobile instant messaging software (Line) to strengthen the real-time processing, combined with itinerant case education and posting announcements of major accidents, so as to teach colleagues the correct law and regulation concept of pedestrian and vehicles. 2. The Company continuously holds ISO and AEO core courses, refine the content and methods of education and training every year, and prepare for the AEO field verification for 2022. 3. In order to accelerate the big data of the operation process system, the Company handles the ERP refined course teaching, followed by epidemic prevention as a peaceful coexistence way with the epidemic. The Company also accelerates the startup meetings and professional courses, by way of combing actual teaching and virtual meeting teaching.

According to the needs of each district, SQAS, AEO and other project verification courses and external training courses for the growth of financial and accounting executives were held. In addition to helping business departments to pass the renewal of certificates, in terms of taxation affairs, the Company was also awarded the "Excellent Business Operator Award" by the National Taxation Bureau. Although the training was affected by the ups and downs of the epidemic, the Company still invested in the training of laws and regulations licenses, and obtained 190 valid initial and re training licenses, with a total cost of NT $1,223,400, 936 trainings and 5573 training hours. The Company made preparations for the business expansion.

Statistics of the Company's Employee Education and Training for Year 2021

Functional Category Target Course Total Total hours Total Fee
Operational 1 14 42 33,100
Senior and middle-level supervisors

management function
Core Professional 10 12 92 66,000
Intermediate, Grassroots Colleagues
Functions
Grass-roots Mid-level, grass-roots management 24 261 776 169,600
management functions
colleagues
Functions by 7 189 378 195,000
Grassroots, management colleagues

Assignment
Regulatory Certificate Grassroots Supervisors, Drivers, 49 357 4,244 758,500

Functions

Gas Workers
Digital Learning 10 103 41 1,200
Intermediate, Grassroots Colleagues

Functions
Total 101 936 5,573 1,223,400

(III) The loss caused by labor and management disputes (including labor inspection results in violation of the labor standards, the date of disciplinary action, disciplinary action number, disciplinary action in violation of laws and regulations, content of violation of laws and regulations, content of disciplinary action), during the latest year and up to the printing date of this annual report. The Company shall also disclose the estimated

74

4

amount of current and future events and the measures to be taken, and if it cannot be reasonably estimated, it shall state the fact that it cannot be reasonably estimated.

Date of Punishment Number of
Punishment
Violation of the Provisions
of the Law
Violation of the Content of
the Law
Content of the
Punishment
January 22, 2020 GA Labor No.
10900113031
Paragraph 2, Article 59 of
the Labor Standards Act
Failure
to
compensate
workers for their original
wages due to occupational
accidents in accordance with
the law
Penalty of NT
$20,000
August 26th, 2020 LVA No.
1090203575
Item 1 of Article 6 and
Paragraph 2 of Article 43 of
Occupational Safety and
Health Act
Failure to take necessary
facilities to prevent collapse
of materials such as bundles
in accordance with the law,
resulting in occupational
injuries caused to employees
injured by collapse of the
upper layer of paperboard
Penalty of NT
$60,000
September 24th, 2020 KCLR No.
10938898200
Article 24 and Article 30 (6)
of the Labor Standards Act
Extension hours were not
paid in payroll
Penalty of NT
$100,000
January 26th 2021 TSC No. 92 Civil
Ruling
Paragraph 5, Article 11 of
the Labor Standards Act
Request confirmation of the
existence of an employment
relationship, etc.
Salary of NT
$2,290,000
March 20, 2021 Kaohsiung District
Court No. 6
Conciliation Record
of 2021
Articles 24, 39 and 40 of the
Labor Standards Act
Payment for overtime Settlement
of
NT $200,000
August 18, 2021 KCLR No.
11036485500
Article 59 of the Labor
Standards
Act
Labor
Standards
Act
Labor
Standards
Act
Labor
Standards
Act
Labor
Standards Act
Failure
to
compensate
workers for occupational
accidents in accordance with
regulations
Penalty of NT
$20,000

Response Measures

  1. Shan-Loong has always attached importance to the welfare and interests of employees and actively promoted the relationship between labor and management. It has indeed established working rules and various management regulations in accordance with the Labor Standard Act and relevant laws and regulations. So far, the maintenance of employee rights and interests are good. It is expected that the two parties will continue to maintain their labor relations with good communication and interaction.

  2. The Company has a HR department specializing in labor standard matters, and the estimated amount that may occur in the future is 0.

  3. VII. Information Security Management

VIII. Important Contract

Type of
Party Contract Duration Main content Restrictions

Contract
Automobile Gas Station Supply
Oil Contract CPC Oil 2021.08.01~2028.07.31
None

Alliance Contract
Purchase and Sales Contract of
Oil Contract Formosa Plastics 2021.08.01~2028.07.31
None
Oil Products for Gas Station

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4

Chapter 6. Financial Summary

I. Five-Year Financial Summary

  • (I) Condensed Balance Sheet and Comprehensive Income Statement

Abbreviated Balance Sheets

(In Thousands of New Taiwan Dollars)

FY
Item
FY
Item
Financial information for the last five years Financial information for the last five years Financial information for the last five years Financial information for the last five years Financial information for the last five years As of the end of
the current year
ended
March 31, 2022
Financial
Information
2017 2018 2019 2020 2021
Current Assets 2,091,682 2,375,638 2,408,667 2,288,526 2,867,370 Not Applicable
Property,
plant,
and
equipment
3,165,536 3,243,356 3,498,819 3,725,365 3,609,511
Intangible assets 1,812 - - - -
Other assets 1,910,473 1,818,049 3,030,250 4,029,108 3,876,316
Total assets 7,169,503 7,437,043 8,937,736 10,042,999 10,353,197
Current
Liabilities
Before
distribution
2,319,852 2,444,247 2,398,301 2,356,421 3,494,290
After
distribution
2,662,932 2,663,898 2,645,408 2,658,441 3,545,861
Non-current liabilities 696,902 907,535 2,337,928 2,410,834 1,402,124
Liabilities
Total
Before
distribution
3,016,754 3,351,782 4,736,229 4,767,255 4,896,414
After
distribution
3,359,834 3,571,433 4,983,336 5,069,275 4,842,123
Equity attributable to
shareholders
of
the
parent company
3,988,691 3,955,437 4,021,250 5,086,188 5,256,110
Share Capital 1,337,913 1,371,389 1,372,818 1,372,818 1,372,818
Capital Surplus 540,446 573,902 577,945 580,381 583,359
Retained
Earnings
Before
distribution
1,722,054 1,610,021 1,676,640 1,790,142 1,944,149
After
distribution
1,378,974 1,390,370 1,429,533 1,488,122 1,600,945
Other equity 420,141 431,988 425,710 1,374,710 1,387,647
Treasury shares (31,863) (31,863) (31,863) (31,863) (31,863)
Non-controlling
Interests
164,058 129,824 180,257 189,556 200,673
Equity
Total
Before
distribution
4,152,749 4,085,261 4,201,507 5,275,744 5,456,783
After
distribution
3,809,669 3,865,610 3,954,400 4,973,724 4,912,906

Note: As of the printing date of the annual report, it has not been approved by the Board of Directors and audited by CPAs, so it is not applicable.

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4

Abbreviated Consolidated Income Statement

(In Thousands of New Taiwan Dollars)

Year
Item
Financial information for the last five years Financial information for the last five years Financial information for the last five years Financial information for the last five years Financial information for the last five years As of the end
of the
current year
ended
March 31
Financial
Information
2017 2018 2019 2020 2021
Operating income 17,028,718 19,016,293 18,012,657 15,955,500 18,812,163 Not
Applicable
Grossoperating
profit
1,488,973 1,464,241 1,480,489 1,743,676 1,785,757
Operating profitand
loss
295,554 216,218 173,547 387,149 375,611
Non-operating
income and
expenses
347,303 97,454 281,577 75,992 138,456
Net profitbeforetax 642,857 313,672 455,124 463,141 514,067
Current netprofitof
continuing business
unit
551,147 236,102 347,900 379,889 424,560
Loss from
discontinued
operations
- - - - -
Net profit for the
current period
551,147 236,102 347,900 379,889 424,560
OtherComprehensive
Income
335147 38989 13119 939019 55521
, (,) (,) , ,
Totalcomprehensive
income for the
period
886,294 197,113 334,781 1,318,908 480,081
Net income
attributable to
shareholders of the
parent company
542,477 236,467 290,953 371,334 415,507
Net income
attributable to non-
controllinginterests
8,670 (365) 56,947 8,555 9,053
Total
comprehensive
income attributable
to owners of the
parent
879,287 204,021 284,348 1,309,609 468,964
Totalcomprehensive
income attributable
to non-controlling
interests
7,007 (6,908) 50,433 9,299 11,117
Earningsper share 4.24 1.76 2.14 2.73 3.06

Note: As of the printing date of the annual report, it has not been approved by the Board of Directors and audited by CPAs, so it is not applicable.

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4

Abbreviated Balance Sheet for Parent Company Only

(In Thousands of New Taiwan Dollars)

FY
Item
FY
Item
Financial information for the last five years Financial information for the last five years Financial information for the last five years Financial information for the last five years Financial information for the last five years As of the end
of the current
year ended
March 31
Financial
Information
(Reviews)
2021
2017 2018 2019 2020
Current Assets 1,448,609 1,749,284 1,586,592 1,329,513 1,564,227
Property, plant, and
equipment
3,121,109 3,214,769 3,476,428 3,706,229 3,577,741
Intangible assets - - - - -
Other assets 2,279,232 2,183,324 3,497,550 4,590,309 4,652,061
Total assets 6,848,950 7,147,377 8,560,570 9,626,048 9,794,029
Current
Liabilities
Before
distribution
2,175,968 2,306,109 2,236,706 2,195,190 3,202,657
After
distribution
2,519,048 2,525,760 2,483,813 2,497,219 -
Non-current liabilities 684,291 885,831 2,302,614 2,344,670 1,335,262
Liabilities
Total
Before
distribution
2,860,259 3,191,940 4,539,320 4,539,860 4,537,919 Not Applicable
After
distribution
3,203,339 3,411,591 4,786,427 4,841,880 -
Total equity 3,988,691 3,955,437 4,021,250 5,086,188 5,256,110
Share Capital 1,337,913 1,371,389 1,372,818 1,372,818 1,372,818
Capital Surplus 540,446 573,902 577,945 580,381 583,359
Retained
Earnings
Before
distribution
1,722,054 1,610,021 1,676,640 1,790,142 1,944,149
After
distribution
1,378,974 1,390,370 1,429,533 1,488,122 -
Other equity 420,141 431,988 425,710 1,374,710 1,387,647
Treasury shares (31,863) (31,863) (31,863) (31,863) (31,863)
Equity
Total
Before
distribution
3,988,691 3,955,437 4,021,250 5,086,188 5,256,110
After
distribution
3,645,611 3,735,786 3,774,143 4,784,168 -

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4

Abbreviated Comprehensive Income Statements, Parent Company only

(In Thousands of New Taiwan Dollars)

Year
Item
Financial information in the most recent five years Financial information in the most recent five years Financial information in the most recent five years Financial information in the most recent five years Financial information in the most recent five years Financial
information
for the
current year
ended March
31
(reviewed)
2017 2018 2019 2020 2021
Operating
revenue
15,905,976 18,063,949 16,981,871 15,076,884 17,237,755 Not
Applicable
Gross profit 1,392,315 1,417,458 1,426,004 1,661,456 1,664,787
Operating profit
(loss)
227,020 196,841 151,100 325,986 292,996
Non-operating
revenue
and
expenses
389,864 109,472 198,903 111,920 190,003
Net
income
before tax
616,884 306,313 350,003 437,906 482,999
Net income from
continuing
operations
542,477 236,467 290,953 371,334 415,507
Loss
from
discontinued
operations
- - - - -
Net profit for the
period
542,477 236,467 290,953 371,334 415,507
Other
Comprehensive
Income
336,810 (32,446) (6,605) 938,275 53,457
Total
comprehensive
income for the
period
879,287 204,021 284,348 1,309,609 468,964
Net
income
attributable
to
shareholders of
the
parent
company
N/A N/A N/A N/A N/A
Net
income
attributable
to
non-controlling
interests
N/A N/A N/A N/A N/A
Total
comprehensive
income
attributable
to
owners of the
parent
N/A N/A N/A N/A N/A
Total
comprehensive
income
attributable
to
non-controlling
interests
N/A N/A N/A N/A N/A
Earnings
per
Share
4.24 1.76 2.14 2.73 3.06

79

4

(II) Names of auditing CPAs of the most recent five years and their audit opinions

Item 2017 2018 2019 2020 2021
Lo, Jui-Lan Lo, Jui-Lan Lo, Jui-Lan Lo, Jui-Lan Lo, Jui-Lan
Certifying CPAs
Wang, I-WEN Wang, I-WEN Wang, I-WEN Au, Yiu-Kwan Au, Yiu-Kwan
An Unmodified
Opinion with a
Opinions on the Unqualified Unqualified Unqualified Unqualified

Paragraph of

accounts

opinion

opinion

opinion

opinion

Other Stressed
Matters

80

4

II. Financial analysis in the most recent five years

(I) Financial analysis of Shan-Loong Company and its subsidiaries

FY Financial information in the most recent five years Financial information in the most recent five years Financial information in the most recent five years Financial information in the most recent five years Financial information in the most recent five years As of the end of the
current year ended
Item 2017 2018 2019 2020 2021
March 31
Ratio of liabilities to assets 42 45 53 47 47
Financial

structure
Ratio of long-term capital to

153
154 187 206 190
property,plant, and equipment
Current ratio 90 97 100 97 82
Solvency Quick ratio 76 88 89 87 74
Times interest earned ratio 45 27 15 15 18
Receivables turnover (times) 17.09 19.68 19.13 18.03 20.69
Average days for cash receipts 21 19 19 20 18
Inventory turnover ratio (times) 59.20 81.59 79.05 50.15 58.62
Operation
Payables turnover ratio (times) 10.27 10.53 10.12 9.78 11.54
performance
Average days for sale of goods 6 4 5 7 6
Property, plant and equipment

6.25
5.93 5.34 4.42 5.13

turnover rate (times)
Not
Applicable
Total asset turnover ratio (times) 2.38 2.56 2.02 1.59 1.82
Return on assets (%) 8 3 5 4 4
Return on equity (%) 15 6 8 8 8
Ratio of income before tax to
Profitability 48 23 33 33 37
paid-incapital(%)
Net profit ratio (%) 3 1 2 2 2
Earnings per share (NT$) 4.24 1.76 2.14 2.73 3.06
Cash flow ratio (%) 24 25 (2) 53 38
Cash
flows Cash flow adequacy ratio 81 73 61 84 102
from:
Cash re-investment ratio (%) 6 6 (5) 18 20
Degree of operating leverage 9.02 11.72 14.98 7.00 9.44
Leverage

Degree
Degree of financial leverage

1.05
1.06 1.22 1.09 1.09
(DFL)
Please explain the reasons for the changes in the financial ratios in the last two years: (increase or decrease up to
20%)
1. Cash flow ratio: due to the increase in net cash flow from operating activities in the current period.
2. Operatingleverage: Mainlydue to the increase in operatingincome in the currentperiod.

81

4

(II) Financial analysis of Shan-Loong Company

Year Year Financial
Financial information in the most recent five years
information
for the current
year ended
Item 2017 2018 2019 2020 2021

March 31

(reviewed)
Ratio of liabilities to assets 42 45 53 47 46
Financial

structure
Ratio of long-term capital to

150
151 182 200 184

property,plant, and equipment
Current ratio 67 76 71 61 49
Solvency Quick ratio 52 67 59 50 41
Times interest earned ratio 43 26 12 15 17
Receivables turnover (times) 19.99 23.36 22.39 20.95 23.40
Average days for cash receipts 18 16 16.30 17.42 15.60
Inventory turnover ratio (times) 60 103 100 69 78
Operation
Payables turnover ratio (times)
10.06 10.16 9.56 9.25 11

performance
Average days for sale of goods 6.10 3.56 3.65 5.32 4.68
PP&E turnover ratio (times) 5.95 5.70 5.08 4.20 4.73
N/A
Total asset turnover ratio (times) 2.32 2.53 1.98 1.57 1.76
Return on Assets 8 4 4 4 5
Return on equity 15 6 7 8 8
Ratio of income before tax to
Profitability 46 22 26 32 35
paid-in capital
Profit margin 3 1 2 2 2
Earnings per share (NT$) 4.24 1.76 2.14 2.73 3.06
Cash Flow Ratio 22 33 7 53 28
Cash flow
Cash flow adequacy ratio
73 72 68 90 94
Cash re-investment ratio 4 7 (1) 13 9
Degree of operating leverage 6.79 8.03 10.38 5.62 6.73
Leverage
Degree of financial leverage
1.07 1.07 1.26 1.11 1.12

(DFL)
Please explain the reasons for the changes in the financial ratios in the last two years: (increase or decrease up to 20%)
1. Turnover rate of accounts payable (times): due to the increase of sales cost in the current period.
2. Cash flow ratio: Due to decrease in net cash flow from operating activities in the current period.
  1. Financial structure

(1) Liability to asset ratio = Total liabilities/total assets.

(2) Long-term capital as a proportion of PP&E = (Total equities + non-current liabilities)/ Net value of PP&E.

82

4

  1. Solvency

  2. (1) Current ratio = Current assets/current liabilities

  3. (2) Quick ratio = (Current assets - inventory - prepaid expenditures)/current liabilities.

  4. (3) Times interest earned ratio = Income before income tax and interest expenditure/interest expenditures for the period.

  5. Operation performance

  6. (1) Receivables turnover rate (including notes receivable resulting from accounts receivable and business operations) = Net sales/average accounts receivable in various periods (including notes receivable resulting from accounts receivable and business operations).

  7. (2) Average collection days = 365/receivables turnover ratio.

  8. (3) Inventory turnover = Sales expense/average inventory value.

  9. (4) Payables turnover ratio (including notes payable resulting from accounts payable and business operations) = Cost of sales/average accounts payable in various periods (including notes payable resulting from accounts payable and business operations).

  10. (5) Average sales days = 365/inventory turnover ratio.

  11. (6) PP&E turnover ratio = Net sale/average PP&E value.

  12. (7) Total asset turnover ratio = Net sales/average total PP&E value.

  13. Profitability

  14. (1) Return on assets = [Net profit after taxes + interest expense (1– Tax rate)]/average total assets.

  15. (2) Return on equity = Net gain (loss) after tax/average equity value.

  16. (3) Net profit ratio = Net gain (loss) after tax/net sales.

  17. (4) Earnings per share = (Gain (loss) attributable to the shareholders of the parent company - dividend for preferred shares)/weighted average of issued shares

  18. Cash flows from:

  19. (1) Cash flow ratio = Net cash from business activities/current liabilities.

  20. (2) Net cash flow adequacy ratio = Net cash flow for business activities for the last 5 years/ (Capital expenses + Additional inventory sum + Cash dividend) for the past 5 fiscal years.

  21. (3) Cash re-investment ratio = (Net cash flow from business activities - cash dividend)/ (gross amount of PP&E + long-term investments + other non-current assets + business capital).

  22. Leverage

  23. (1) Degree of operating leverage (DOL) = (Net sales - variable operating cost and expense)/operating income

  24. (2) Degree of Financial Leverage (DFL) = Operating profit/ (operating profit - interest expenditures).

83

4

III. 2021 Audit Committee's Review Report

Shan-Loong Transportation Co., Ltd. Audit Committee's Review Report

The Board of Directors prepared and reported the Company's Annual Financial Statements for Year 2021, including the Business Report, Parent Company Only Financial Report, Consolidated Financial Report and Earnings Distribution Proposal, etc., which were reviewed together by the Audit Committee and found to be true. The Parent Company Only Financial Report and the Consolidated Financial Report have also been jointly verified by Lo, Jui-Lan and Au, Yiu-Kwan, two certified public accountants of KPMG, Taiwan. In accordance with the provisions of paragraph 4, Article 14 of the Securities and Exchange Law and Article 219 of the Company Act, please examine together with the audit report.

Sincerely

Annual Meeting of Shareholders of the Company

Shan-Loong Transportation Co., Ltd. Convener of the Audit Committee: Yao-Ming Huang March 7, 2022

84

4

IV. Financial Report of the Most Recent Year

Independent Auditors’ Report

To the Board of Directors of Shan-Loong Transportation Co., Ltd.:

Opinion

We have audited the consolidated financial statements of Shan-Loong Transportation Co., Ltd. and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters we judged shall be presented in the financial report as follows:

1. Revenue recognition

Please refer to note (4)(n) of the consolidated financial statements for the accounting policy of revenue recognition. Information regarding the revenue are shown in note (6)(q) of the consolidated financial statements.

85

4-1

Description of key audit matter:

The main activities of the Group include freight transportation, container trucking, truck repair and maintenance, gas station, and import and export agent. Revenue recognition is one of the significant matters of the consolidated financial statements. The amounts and changes of sales revenue may affect the users' understanding of the entire financial statements. Therefore, the revenue recognition test is one of the significant assessment items in our audit procedures.

Audit Procedures:

Our main audit procedures for the aforementioned key audit matters include testing the Group's controls surrounding revenue recognition in the sale and receipt cycle, including reconciliations between the general ledger and sales system; performing the detailed test of relevant vouchers, as well as assessing whether the Group’s timing on revenue recognition and the amounts recognized are in accordance with the related standards.

Other Matter

Shan-Loong Transportation Co., Ltd. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2021 and 2020, 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 Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRIC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease its operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

86

4-2

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and 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 the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

87

4-3

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 of the current period 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 Jui-Lan Lo and Yiu-Kwan Au.

KPMG

Taipei, Taiwan (Republic of China) March 7, 2022

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance, and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

The independent auditors ’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors ’ audit report and consolidated financial statements, the Chinese version shall prevail.

88

5

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2021 and 2020

(expressed in thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (note (6)(a))
1110
Current financial assets at fair value through profit or loss (note (6)(b))
1170
Notes and accounts receivable, net (note (6)(d))
1180
Notes and accounts receivable due from related parties, net (notes (6)(d)
and (7))
1476
Other current financial assets (notes (6)(e) and (7))
1300
Inventories, net (note (6)(f))
1470
Other current assets

Non-current assets:
1517
Non-current financial assets at fair value through other comprehensive
income (note (6)(c))
1550
Investments accounted for using equity method, net (note (6)(g))
1600
Property, plant and equipment (notes (6)(h), (7) and (8))
1755
Right-of-use asset (note (6)(i))
1840
Deferred income tax assets (note (6)(n))
1990
Other non-current assets (note (8))

Total assets
December 31, 2021
Amount
%
$ 1,553,286
15
-
-
649,969
6
316,727
3
78,793
1
223,277
2
45,318
-
December 31, 2020
Amount
%

786,408
8
349,054
3

546,632
5

304,965
3

65,703
1

193,605
2
42,159
1
2,288,526
23
2,450,283 24

-
-

3,725,365
37

1,316,622
13
38,534
1
223,669
2
7,754,473
77
10,042,999
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (note (6)(j))
2150
Notes and accounts payable (note (7))
2200
Other payables (note (7))
2230
Current income tax liabilities
2280
Current lease liabilities (notes (6)(l) and (7))
2130
Current contract liabilities (note (6)(q))
2250
Provisions
2300
Other current liabilities
2320
Long-term liabilities, current portion (note (6)(k))

Non-current liabilities:
2540
Long-term borrowings (note (6)(k))
2570
Deferred income tax liabilities (note (6)(n))
2580
Non-current lease liabilities (notes (6)(l) and (7))
2640
Non-current net defined benefit liability (note (6)(m))
2645
Guarantee deposits received

Total liabilities
Equity:
Equity attributable to owners of parent:(note (6)(o))
3100
Ordinary shares
3200
Capital surplus
3300
Retained earnings
3400
Other equity
3500
Treasury shares
36XX
Non-controlling interests
Total equity
Total liabilities and equity
December 31, 2021 December 31, 2021 December 31, 2021
Amount % Amount

2,867,370
27

2,446,133 24
71,325
1
3,609,511
35
1,075,528
10
37,052 -
246,278
3


3,494,290
33
2,356,421
23


227,049
2
1,024,700
10
164,292
2
168,288
2
890,087
9
1,102,605
11
102,434
1
97,904
1
18,262
-
17,337
-


1,402,124
14
2,410,834
24

7,485,827
73


4,896,414
47
4,767,255
47

$
10,353,197
100


1,372,818
13
1,372,818
14
583,359
6
580,381
6
1,944,149
19
1,790,142
18
1,387,647
13
1,374,710
14
(31,863)
-
(31,863)
(1)



5,256,110
51
5,086,188
51


200,673
2
189,556
2


5,456,783
53
5,275,744
53


$
10353197
100
10042999
100

89

See accompanying notes to consolidated financial statements.

6

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Consolidated Statement of Comprehensive Income

For the years ended December 31, 2021 and 2020

(expressed in thousands of New Taiwan Dollars, except for earnings per share)

4000
Operating revenue(notes (6)(q) and (7))
5000
Operating costs(notes (6)(f), (7) and (12))
5900
Gross profit from operations
Operating expenses(notes (7) and (12)):
6100
Selling expenses
6200
Administrative expenses
6450
Expected credit losses (gains) (notes (6)(d) and (6)(s))
6900
Net operating income
Non-operating income and expenses:
7010
Other income (note (7))
7020
Other gains and losses, net (notes (6)(l) and (6)(s))
7050
Finance costs (notes (6)(l) and (7))
7060
Shares of profit (loss) of associates and joint ventures accounted for using equity method, net (note (6)(g))
7100
Interest income
7130
Dividend income
7210
Gains (losses) on disposals of property, plant and equipment (note (7))
7590
Miscellaneous disbursements
7900
Profit before tax
7950
Less: Income tax expenses(note (6)(n))
8200
Profit
8300
Other comprehensive income:
8310
Items that may not be reclassified subsequently to profit or loss:
8311
Gains (losses) on remeasurements of defined benefit plans
8316
Unrealized gains (losses) from investments in equity instruments measured at fair value through other
comprehensive income (note (6)(s))
8320
Share of other comprehensive income of associates and joint ventures accounted for using equity method,
components of other comprehensive income that will not be reclassified to profit or loss
8349
Income tax related to components of other comprehensive income that will not be reclassified to profit or
loss (note (6)(n))
8360
Items that may be reclassified subsequently to profit or loss:
8361
Exchange differences on translation of foreign financial statements
8399
Income tax related to components of other comprehensive income that may be reclassified to profit or loss
(note (6)(n))
8300
Other comprehensive income (loss)
8500
Total comprehensive income
Profit, attributable to:
8610
Owners of parent
8620
Non-controlling interests
Total comprehensive income attributable to:
8710
Owners of parent
8720
Non-controlling interests
Earnings per share(note (6)(p))
9750
Basic earnings per share
9850
Diluted earnings per share
2021 %

100
91
2020 %

100
89
Amount
$ 18,812,163
17,026,406
Amount

15,955,500
14,211,824

1,785,757
9
1,743,676
11

535,529
874,617
-

3

4
-


540,683

815,859
(15)

3

5
-
1,410,146 7
1,356,527
8

375,611
2
387,149
3

66,468
4,993
(30,987)
2,601
4,829
105,030
343
(14,821)

-

-

-

-

-

1

-
-

59,642
(3,145)
(32,587)
-
4,519

70,560
(7,376)
(15,621)

-

-

-
-

-

-

-
-

138,456
1
75,992
-

514,067
89,507

3
1


463,141
83,252

3
1

424,560
2
379,889
2

(5,890)
64,685
(10,329)
(3,699)

-

-

-
-

(13,406)
1,021,041
-
70,912

-

6
-
-

52,165
-
936,723
6

3,679
323

-
-

2,684
388

-
-
3,356 - 2,296 -

55,521
-
939,019
6

$
480,081
2
1,318,908
8

$ 415,507
9,053

2
-


371,334
8,555

2
-

$
424,560
2
379,889
2

$ 468,964
11,117

2
-


1,309,609
9,299

8
-

$
480,081
2
1,318,908
8

$
3.06 2.73
$ 3.04 2.72

90

See accompanying notes to consolidated financial statements.

7

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Consolidated Statement of Changes in Equity

For the years ended December 31, 2021 and 2020

(expressed in thousands of New Taiwan Dollars)

Equity attributable to owners of parent attributable to owners of parent attributable to owners of parent
Other equity
Unrealized gains
(losses) on
Exchange financial assets
differences on measured at fair
Retained earnings translation of value Total equity
Unappropriated foreign through other attributable to
Ordinary Capital Legal retained Total retained financial comprehensive Total other Treasury owners of Non-controlling
shares surplus reserve earnings earnings statements income equity shares parent interests Total equity
Balance on January 1, 2020 $
1,372,818
577,945 415,917
1,260,723
1,676,640 (24,781) 450,491 425,710 (31,863) 4,021,250
180,257

4,201,507
Appropriation and distribution of retained earnings:
Legal reserve appropriated - - 29,096
(29,096)

-
- - - - - - -
Cash dividends on ordinary share - - - (247,107) (247,107) - - - - (247,107)
-
(247,107)
- - 29,096
(276,203)
(247,107) - - - - (247,107)
-
(247,107)
Profit (loss) for the year ended December 31, 2020 - - - 371,334 371,334
-
- - - 371,334
8,555

379,889
Other comprehensive income (loss) for the year ended December 31, 2020 - - - (10,725) (10,725) 1,552 947,448 949,000 - 938,275
744

939,019
Total comprehensive income (loss) for the year ended December 31, 2020 - - - 360,609 360,609 1,552 947,448 949,000 - 1,309,609
9,299

1,318,908
Adjustments of capital surplus for company's cash dividends received by
subsidiaries - 2,436 - - - - - - - 2,436
-
2,436
Balance on December 31, 2020 1,372,818 580,381 445,013 1,345,129 1,790,142 (23,229) 1,397,939 1,374,710 (31,863) 5,086,188
189,556

5,275,744
Appropriation and distribution of retained earnings:
Legal reserve appropriated - - 36,061
(36,061)

-
- - - - - - -
Cash dividends on ordinary share - - - (302,020) (302,020) - - - - (302,020)
-
(302,020)
- - 36,061
(338,081)
(302,020) - - - - (302,020)
-
(302,020)
Profit (loss) for the year ended December 31, 2021 - - - 415,507 415,507
-
- - - 415,507
9,053

424,560
Other comprehensive income (loss) for the year ended December 31, 2021 - - - (4,712) (4,712) 1,292 56,877 58,169 - 53,457
2,064

55,521
Total comprehensive income (loss) for the year ended December 31, 2021 - - - 410,795 410,795 1,292 56,877 58,169 - 468,964
11,117

480,081
Adjustments of capital surplus for company's cash dividends received by
subsidiaries - 2,978 - - - - - - - 2,978
-
2,978
Disposal of investments in equity instruments designated at fair value
through other comprehensive income - - - 45,232 45,232 - (45,232) (45,232) - - - -
Balance on December 31, 2021 $
1,372,818
583,359 481,074
1,463,075
1,944,149 (21,937) 1,409,584 1,387,647 (31,863) 5,256,110
200,673

5,456,783

91

See accompanying notes to consolidated financial statements.

8

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Consolidated Statement of Cash Flows

For the years ended December 31, 2021 and 2020

(expressed in thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Expected credit losses (gains)
Net profit on financial assets or liabilities at fair value through profit or loss
Interest expense
Interest income
Dividend income
Share of loss of associates and joint ventures accounted for using equity method
Loss (gain) on disposal of property, plant and equipment and others
Changes in operating assets and liabilities:
Decrease (increase) in financial assets mandatorily measured at fair value through profit or loss
Decrease (increase) in notes and accounts receivable
Decrease (increase) in inventories
Decrease (increase) in other current financial assets
Decrease (increase) in other current assets
Increase (decrease) in notes and accounts payable
Increase (decrease) in provisions
Increase (decrease) in other payables and other current liabilities
Increase (decrease) in net defined benefit liabilities
Increase (decrease) in contract liabilities
Total adjustments
Cash inflow (outflow) generated from (used in) operations
Dividends received
Interest paid
Interest received
Income taxes paid
Net cash flows from (used in) operating activities
Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Proceeds from capital reduction of financial assets at fair value through other comprehensive income
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Net cash flows from (used in) investing activities
Cash flows from (used in) financing activities:
Increase (decrease) in short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings
Increase (decrease) in guarantee deposit received
Payment of lease liabilities
Cash dividends paid
Net cash flows from (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 period
Cash and cash equivalents at end of period
2021
$ 514,067
2020
463,141

491,023
-
(6,487)
30,987
(4,829)
(105,030)
(2,601)
(6,330)


492,953
(15)

(6,090)

32,587

(4,519)

(70,560)

-
7,367

396,733

451,723

355,541
(115,099)
(29,672)
(10,675)
(11,063)
221,628
(7,129)
30,455
(1,360)
8,238


327,652

66,808

(1,373)

(14,451)

46,442

(177,048)

12,897

77,711

(19,659)
455

440,864
319,434

837,597

771,157

1,351,664
105,633
(30,987)
4,829
(105,361)


1,234,298

70,560

(32,587)

4,519
(22,026)

1,325,778

1,254,764

(7,939)
-
(232,627)
86,125
(15,003)


-
66,880

(514,409)

12,264
(1,861)

(169,444)

(437,126)

40,000
200,000
(100,000)
925
(234,156)
(299,042)


(10,000)

949,000

(989,300)

(999)

(229,063)
(244,671)

(392,273)

(525,033)

2,817

3,344

766,878
786,408


295,949
490,459

$
1,553,286

786,408

92

See accompanying notes to consolidated financial statements.

9

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For the years ended December 31, 2021 and 2020

(Expressed in thousands of New Taiwan Dollars, Unless Otherwise Specified)

(1) Company history

Shan-loong Transportation Co., Ltd. (the “Company”) was incorporated in April 6, 1976 as a company limited by shares and registered under the Ministry of Economic Affairs, R.O.C. The address of the Company’s registered office is 1F, No. 1-2, Sec. 1, Minsheng Rd., Banqiao Dist., New Taipei City. The consolidated financial statements comprise the Company and its subsidiaries (together referred to as the "Group"). The major business activities of the Group are freight transportation, container trucking, truck repair and maintenance, gas station, and import and export agent, etc. Furthermore, one of the Group entities engages in the investing activities. Please refer to note 4(c)(ii) for related information.

(2) Approval date and procedures of the consolidated financial statements

These consolidated financial statements were authorized for issue by the Board of Directors on March 7, 2022.

(3) New standards, amendments and interpretations adopted:

  • (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. which have already been adopted.

The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2021:

  • Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”

  • Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform— Phase 2”

  • Amendments to IFRS 16 “Covid-19-Related Rent Concessions beyond June 30, 2021”

  • (b) The impact of IFRS issued by the FSC but not yet effective

The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2022, would not have a significant impact on its consolidated financial statements:

  • Amendments to IAS 16 “Property, Plant and Equipment - Proceeds before Intended Use”

  • Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a Contract”

  • Annual Improvements to IFRS Standards 2018–2020

  • Amendments to IFRS 3 “Reference to the Conceptual Framework”

93

(Continued)

10

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC

The Group does not expect the following new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:

  • 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” and amendments to IFRS 17 “ Insurance Contracts”

  • Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”

  • Amendments to IAS 1 “Disclosure of Accounting Policies”

  • Amendments to IAS 8 “Definition of Accounting Estimates”

  • Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”

(4) Summary of significant accounting policies:

The significant accounting policies presented in the consolidated financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the consolidated financial statements.

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as “the Regulations”) and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed and issued into effect by the Financial Supervisory Commission, R.O.C. (hereinafter referred to as “IFRS endorsed by the FSC”).

(b) Basis of preparation

  • (i) Basis of measurement Except for the following significant accounts, the consolidated financial statements have been prepared on a historical cost basis:

  • 1) Financial instruments at fair value through profit or loss are measured at fair value;

  • 2) Financial assets at fair value through other comprehensive income are measured at fair value; and

  • 3) The defined benefit liabilities (assets) are measured at fair value of the plan assets less the present value of the defined benefit obligation, limited as explained in note (4)(p).

  • (ii) Functional and presentation currency The functional currency of each Group entity is determined based on the primary economic environment in which the entity operates. The consolidated financial statements are presented in New Taiwan Dollar, which is the Company’s functional currency. All financial information presented in New Taiwan Dollar has been rounded to the nearest thousand.

94

(Continued)

11

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (c) Basis of consolidation

  • (i) Principles of preparation of the consolidated financial statements

    • The consolidated financial statements comprise the Company and subsidiaries. Subsidiaries are entities controlled by the Group. The Group ‘controls’ an entity when it is exposed to, 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.

The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Intragroup balances and transactions, and any unrealized income and expenses arising from Intragroup transactions are eliminated in preparing the consolidated financial statements. The Group attributes the profit or loss and each component of other comprehensive income to the owners of the parent and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

The Group prepares consolidated financial statements using uniform accounting policies for like transactions and other events in similar circumstances.

Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received will be recognized directly in equity, and the Group will attribute it to the owners of the parent.

  • (ii) List of subsidiaries in the consolidated financial statements:
Name of investor Name of subsidiary Principal activity Shareholding Shareholding Note
December
31, 2021
December
31, 2020
The Company
The Company
The Company
The Company
Shan-Loong
International

Long Yun
Loong De
Shan Loong Investment Co., Ltd.
(Shan-Loong Investment)
Shan Loong International & Customs
Broker Co., Ltd. (Shan Loong Customs
Broker)
Shan Loong Motors Co., Ltd. (Shan
Loong Motors)
Shan-Loong International holdings Co.,
Ltd. (Shan-Loong International)
Long Yun Investment Holding Co, Ltd.
(Long Yun)
Loong De Investment Co., Ltd.
(Loong De)
Shanghai Shan Tong Logistic Co., Ltd.
(Shanghai Shan Tong)
Shan-Loong Logistics Co., Ltd.
Investing activities
Import and export agent services
Truck repair, maintenance and
sales

Investing activities

Investing activities
Investing activities
Truck freight transportation and
warehousing
Warehousing, freight
transportation and related agent
100%
100%
100%
100%
100%
100%
60%
51%
100%
100%
100%
100%
100%
100%
60%
51%
Note1

Note 1: The subsidiary was incorporated in September 2020.

95

(Continued)

12

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(d) Foreign currencies

(i) Foreign currency transaction

Transactions in foreign currencies are translated into the respective functional currencies of Group entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of translation. Exchange differences are recognized in profit or loss except for an investment in equity securities designated as at fair value through other comprehensive income, which are recognized in other comprehensive income.

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.

  • (e) Classification of current and non-current assets and liabilities

An asset is classified as current under one of the following criteria, and all other assets are classified as non-current.

  • (i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is expected to be realized within twelve months after the reporting period; or

96

(Continued)

13

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (iv) The asset is cash or a cash equivalent (as defined in IAS 7) unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current.

  • (i) It is expected to be settled in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is due to be settled within twelve months after the reporting period; or

  • (iv) The Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.

  • (f)

  • Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the consolidated statement of cash flows.

(g) Financial instruments

Accounts receivable and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A accounts receivable without a significant financing component is initially measured at the transaction price.

  • (i) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

97

(Continued)

14

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ‧its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • 2) Fair value through other comprehensive income (FVOCI)

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

  • ‧its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.

Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss.

Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

Dividend income is recognized in profit or loss on the date on which the Group’s right to receive payment is established.

98

(Continued)

15

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 3) Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

  • 4) Business model assessment

The Group makes an assessment of the objective of the business model in which a financial asset is held at portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

  • ‧the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets;

  • ‧how the performance of the portfolio is evaluated and reported to the Group’s management;

  • ‧the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

  • ‧the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, and are consistent with the Group’s continuing recognition of the assets.

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

  • 5) Assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial assets on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs, as well as a profit margin.

99

(Continued)

16

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers:

  • ‧contingent events that would change the amount or timing of cash flows;

  • ‧terms that may adjust the contractual coupon rate, including variable rate features;

  • ‧prepayment and extension features; and

  • ‧terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse features)

  • 6) Impairment of financial assets

The Group recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, notes and accounts receivable, other receivables, guarantee deposit paid and other financial assets), and contract assets.

The Group measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:

  • ‧bank balances and other receivables for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for accounts receivable and contract assets are always measured at an amount equal to lifetime ECL.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group’s historical experience and informed credit assessment as well as forward-looking information.

The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 60 days past due.

The Group considers a financial asset to be in default when the financial asset is more than 90 days past due or the debtor is unlikely to pay its credit obligations to the Group in full.

100

(Continued)

17

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of ‘investment grade which is considered to be BBB- or higher per Standard & Poor’s, Baa3 or higher per Moody’s or twA or higher per Taiwan Ratings’. The counterparties of the time deposits held by the Group are the financial institutions with investment grade credit ratings. Therefore, the credit risk is considered to be low.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data:

‧significant financial difficulty of the borrower or issuer;

  • ‧a breach of contract such as a default or being overdue;

  • ‧the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;

  • ‧it is probable that the borrower will enter bankruptcy or other financial reorganization; or

  • ‧the disappearance of an active market for a security because of financial difficulties.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

101

(Continued)

18

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

7) Derecognition of financial assets

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Group enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

  • (ii) Financial liabilities and equity instruments

1) Classification of debt or equity

Debt and equity instruments issued by the Group are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

  • 2) Equity instrument

An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.

3) Treasury shares

When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is recognized in capital surplus or retained earnings (if the capital surplus is not sufficient to be written down).

  • 4) Compound financial instruments

Compound financial instruments issued by the Group comprise convertible bonds that can be converted to ordinary shares at the option of the holder, when the number of shares to be issued is fixed and does not vary with changes in fair value.

102

(Continued)

19

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The liability component of compound financial instruments is initially recognized at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognized at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not remeasured.

Interest related to the financial liability is recognized in profit or loss. On conversion at maturity, the financial liability is reclassified to equity and no gain or loss is recognized.

5) Financial liabilities Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

  • 6) Derecognition of financial liabilities

The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

  • 7) Offsetting of financial assets and liabilities Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

  • (h) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is calculated using the weighted average method, and includes other costs incurred in bringing them to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

103

(Continued)

20

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(i) Investment in associates

Associates are those entities in which the Group has significant influence, but not control or joint control, over their financial and operating policies.

Investments in associates are accounted for using the equity method and are recognized initially at cost, whose investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition, less any accumulated impairment losses.

The consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of the associates, after adjustments, in order to be consistent with the Group’s accounting policies, from the date on which significant influence commences until the date on which significant influence ceases.

Gains and losses resulting from transactions between the Group and its associate are recognized only to the unrelated Group’s interests in the associate. When the Group’s share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

  • (j) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

(ii) Subsequent expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

  • (iii) Depreciation

Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land is not depreciated.

104

(Continued)

21

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

  • 1) Buildings: 31~56 years

  • 2) Building improvements: 1~27 years

  • 3) Gasoline equipment: 1~21 years

  • 4) Transportation equipment: 5~19 years

  • 5) Miscellaneous equipment: 1~21 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

  • (k) Lease

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

  • (i) As a lessee

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • 1) fixed payments, including in-substance fixed payments;

  • 2) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

105

(Continued)

22

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • 1) there is a change in future lease payments arising from the change in an index or rate; or

  • 2) there is a change of its assessment on whether it will exercise an extension or termination option; or

  • 3) there is any lease modifications

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Group accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Group presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.

The Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

As a practical expedient, the Group elects not to assess whether all rent concessions that meets all the following conditions are lease modifications or not:

  • 1) the rent concessions occurring as a direct consequence of the covid-19 pandemic;

  • 2) the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change;

  • 3) any reduction in lease payments that affects only those payments originally due on, or before, June 30, 2021; and

  • 4) there is no substantive change into other terms and conditions of the lease.

In accordance with the practical expedient, the effect of the change in the lease liability is reflected in profit or loss in the period in which the event or condition that triggers the rent concession occurs.

106

(Continued)

23

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) As a lessor

When the Group acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.

(l) Impairment of non-financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units (CGUs). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

107

(Continued)

24

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (m) Provisions

A provision is recognized if, as a result of a past event, the Group has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.

In accordance with the Company’s applicable legal requirements, a provision for site restoration in respect of contaminated land and the related expense are recognized when the land is contaminated.

  • (n) Revenue recognition

  • (i) Revenue from contracts with customers

Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer. The Group recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Group’s main types of revenue are explained below.

  • 1) Sale of goods

The Group sells gas to clients and consumers. The Group recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products.

A receivable is recognized when the goods are delivered as this is the point in time that the Group has a right to an amount of consideration that is unconditional.

  • 2) Truck repair, freight transportation and customs broker services

The Group provides truck repair, freight transportation and customs broker services. Revenue from providing services is recognized in the accounting period in which the services are rendered.

  • 3) Financing components

The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.

(o) Government grants

The government grants are recognized as a deduction of the cost of assets if there is reasonable assurance that they will be received and the Group will comply with the conditions associated with the grant; they are then recognized in profit of loss over the life of a depreciable asset as a reduced depreciation expense.

108

(Continued)

25

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(p) Employee benefits

  • (i) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided.

(ii) Defined benefit plans

The Group’s net obligation in respect of defined benefit plans is calculated by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

(iii) Termination benefits

Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognizes costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.

(iv) Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

109

(Continued)

26

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (q) Income taxes

Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.

The Group has determined that interest and penalties related to income taxes, including uncertain tax treatment, do not meet the definition of income taxes, and therefore accounted for them under IAS37.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:

  • (i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;

  • (ii) temporary differences related to investments in subsidiaries and joint arrangements and it is probable that they will not reverse in the foreseeable future; and

  • (iii) taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date, and reflect uncertainty related to income taxes, if any.

110

(Continued)

27

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Deferred tax assets and liabilities are offset if the following criteria are met:

  • (i) the Group has a legally enforceable right to set off current tax assets against current tax liabilities; and

  • (ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  • 1) the same taxable entity; or

  • 2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

(r) Earnings per share

The Group discloses the Company’s basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares, such as employee compensation and convertible bonds.

  • (s) Operating segments

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group). Operating results of the operating segment are regularly reviewed by the Group’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Each operating segment consists of standalone financial information.

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:

In preparing these consolidated financial statements, management has made judgments, estimates and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.

The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.

There are no critical judgments in applying accounting policies that have significant effects on the amounts recognized in the consolidated financial statements.

Furthermore, there are no assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

111

(Continued)

28

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(6) Explanation of significant accounts:

  • (a) Cash and cash equivalents
Cash on hand
Checking accounts and demand deposits
Time deposits
December 31,
2021
$ 13,287
1,384,489
155,510
December 31,
2020
19,268
634,877
132,263
786,408

$
1,553,286

Please refer to note (6)(s) for the exchange rate risk, interest rate risk, and sensitivity analysis of the financial assets of the Group.

  • (b) Financial assets at fair value through profit or loss
Mandatorily measured at fair value through profit or loss:
Non-derivative financial assets
Structured deposits
December 31,
2021
$
-
December 31,
2020
349,054
  • (i) Financial products (structured deposits) held by the Group, which were recognized as financial assets mandatorily measured at fair value through profit or loss, because the financial assets are held within a business model whose objective is not achieved by collecting contractual cash flows.

As of December 31, 2020, the Group held the financial products issued by the Agricultural Bank of China Limited.

  • (ii) For market risk of the Group, please refer to note (6)(s).

(iii) The Group had not been pledged any financial assets as collateral for its borrowings.

  • (c) Financial assets at fair value through other comprehensive income
Equity investments at fair value through other comprehensive
income:
Stocks listed on domestic markets
Stocks unlisted on domestic markets
Stocks unlisted on foreign markets
December 31,
2021
$ 2,059,749
181,579
204,805
December 31,
2020

1,983,893

211,322
255,068

$
2,446,133

2,450,283

112

(Continued)

29

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (i) The Group designated the investments shown above as equity securities at fair value through other comprehensive income because these equity securities represent those investments that the Group intends to hold for long-term strategic purposes.

  • (ii) Base on the resolution of the stockholders' meeting held on April 20, 2020, Chung Loong Paper Holdings Limited, which the Group holds as equity investments at fair value through other comprehensive income, decided to reduce 40% capital by cash. In April, 2020, the Group received all the refund capital amounting to $66,880 (US$2,232 thousand) in proportion to the percentage of ownership in the investment. The Group assessed the transaction mentioned above was the return of the original investment cost and decreased the carrying amount of the investment.

  • (iii) In April, 2021, the Group acquired some part of shares of Ko Loong Industry Co., Ltd. (Ko Loong), and the percentage of ownership increased to 19.75%. The Group assessed that it had significant influence over Ko Loong. Therefore, the Group derecognized the assets, which were accounted for under the financial assets measured at fair value through other comprehensive income, at the fair value amounted to $76,774. The gain on disposal of the investments amounting to $45,232 was transferred to retained earnings from other equity. There were no disposals of strategic investments and transfers of any cumulative gain or loss within equity relating to these investments as of for the year ended December 31, 2020.

  • (iv) For market risk of the Group, please refer to note (6)(s).

  • (v) The Group had not been pledged any financial assets as collateral for its borrowings.

  • (d) Notes and accounts receivable (including related parties)

Notes receivable
Accounts receivable
Less: allowance for impairment
Notes and accounts receivable, net
Notes and accounts receivable due from related parties, net
December 31,
2021
$ 47,348
922,417
December 31,
2020

32,545
822,121

969,765
(3,069)


854,666
(3,069)

$
966,696

851,597

$
649,969

546,632

$
316,727

304,965

The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, notes and accounts receivables have been grouped based on shared credit risk characteristics and the days past due, as well as the incorporated forward-looking information, including the reasonable prediction of historical credit loss experience and the future economic situation. As of December 31, 2021 and 2020, the loss allowance provisions were determined as follows:

113

(Continued)

30

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Aging under 60 days
Aging 61~90 days
Aging 91~120 days
Aging 121~150 days
Aging 151~180 days
Aging 181~365 days
Aging over 365 days
December 31, 2021 December 31, 2021 December 31, 2021 Loss allowance
provision
-
76
124
-
-
2,145
664
Gross carrying amount
Notes
receivable
Accounts
receivable
$ 37,957
902,916
6,804
3,296
2,587
3,733
-
27
-
23
-
2,381
-
10,041
Weighted-average loss rate
Notes
receivable

-

1%

5%

10%

10%

10%
100%
Accounts
receivable
-
1%
60%
60%
80%
90%
100%

$
47,348
922,417
3,009
Aging under 60 days
Aging 61~90 days
Aging 91~120 days
Aging 121~150 days
Aging 151~180 days
Aging 181~365 days
Aging over 365 days
December 31, 2020 December 31, 2020 December 31, 2020 Loss allowance
provision
-
79
99
57
1,481
513
664
Gross carrying amount
Notes
receivable
Accounts
receivable
$ 21,943
807,673
8,043
253
1,984
1
575
-
-
1,851
-
10,690
-
1,653
Weighted-average loss rate
Notes
receivable
Accounts
receivable

-%

1%

5%
10%

10%

10%
100%
-%
1%
60%
60%
80%
90%
100%

$
32,545
822,121
2,893

The movements in the allowance for notes and accounts receivable were as follows:

Balance on January 1
Amounts written off
Impairment losses reversed
Balance on December 31
2021
$ 3,069
-
-
$
3,069
2020

3,310
(226)
(15)

3,069

As of December 31, 2021 and 2020, the Group did not pledge any notes and accounts receivable as collateral for its borrowings.

(e) Other current financial assets

Other receivables

Less: loss allowance
Refundable deposits-current
December 31,
2021
$ 89,478
(13,100)
December 31,
2020
78,803
(13,100)
65,703
-
65,703

76,378
2,415

$
78,793

For further credit risk information, please refers to note (6)(s).

114

(Continued)

31

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(f) Inventories

Premium Diesel
Unleaded Gasoline #92
Unleaded Gasoline #95
Unleaded Gasoline #98
By-product and other
December 31,
2021
$ 64,801
48,328
67,696
28,427
14,025
December 31,
2020

52,877

44,618

58,360

28,151
9,599
193,605

$
223,277

The Group recognized as cost of sales amounted to $12,258,636 and $9,706,790, respectively, for the years ended December 31, 2021 and 2020.

The gain on physical inventory amounted to $40,492 and $32,082, respectively, which was recorded as cost of sales for the years ended December 31, 2021 and 2020.

As of December 31, 2021 and 2020, the Group did not pledge any inventories as collateral for its borrowings.

  • (g) Investments accounted for using the equity method

The components of investments accounted for using the equity method at the reporting date were as follows:

Associates December 31,
2021
$
71,325

December 31,
2020
-
  • (i) The Group originally held certain portion of the common shares of Ko Loong, which was accounted for under the financial assets at fair value through other comprehensive income. In April 2021, the Group acquired additional shares of Ko Loong, resulting in its percentage of ownership to increase to 19.75%. Hence, the Group assessed that it had significant influence over Ko Loong, which led the Group to remeasure the fair value of its assets of the acquisition date, and account it for using the equity method.

  • (ii) The Group’s financial information on investments accounted for using the equity method that are individually insignificant was as follows:

are individually insignificant was as follows:
Attributable to the Group:
Profit (loss)
Other comprehensive income (loss)
Comprehensive income (loss)
2021
$ 2,601
(10,329)

$
(7,728)

(iii) The Group did not provide any investment accounted for using the equity method as collateral for its loans.

115

(Continued)

32

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(h) Property, plant and equipment

The movements in the property, plant and equipment of the Group were as follows:

Cost:
Balance on January 1, 2021
Additions
Disposals
Reclassifications
Effect of movements in
exchange rates
Balance on December 31,
2021
Balance on January 1, 2020
Additions
Disposals
Reclassifications
Effect of movements in
exchange rates
Balance on December 31,
2020
Depreciation:
Balance on January 1, 2021
Depreciation
Disposals
Effect of movements in
exchange rates
Balance on December 31,
2021
Balance on January 1, 2020
Depreciation
Disposals
Effect of movements in
exchange rates
Balance on December 31,
2020
Carrying amounts:
Balance on December 31,
2021
Balance on January 1, 2020
Balance on December 31,
2020
Land
Buildings
Gasoline
equipment
Transportatio
nequipment
Miscellaneous
equipment
Unfinished
construction
and
equipment
under
installation
**Total **
$ 2,008,967
810,856
152,190
2,047,790
514,087
-
5,533,890
-
73,701
3,312
59,125
53,214
13,296
202,648
-
(224)
-
(88,988)
(118,889)
-
(208,101)
(2,426)
18,983
-
-
-
615
17,172
-
-
-
1,125
-
-
1,125


$ 2,006,541
903,316
155,502
2,019,052
448,412
13,911
5,546,734







$ 1,853,346
732,247
135,032
1,960,968
457,743
-
5,139,336
155,621
103,008
17,298
157,066
67,946
-
500,939
-
(24,399)
(140)
(68,932)
(11,602)
-
(105,073)
-
-
-
(631)
-
-
(631)
-
-
-
(681)
-
-
(681)


$ 2,008,967
810,856
152,190
2,047,790
514,087
-
5,533,890






$ -
335,278
98,318
1,070,002
304,927
-
1,808,525
-
33,471
13,042
157,711
46,530
-
250,754
-
(48)
-
(80,358)
(41,913)
-
(122,319)
-
-
-
262
1
-
263
$
-
368,701
111,360
1,147,617
309,545
-
1,937,223





$ -
323,810
83,802
970,514
262,391
-
1,640,517
-
28,747
14,656
158,612
51,447
-
253,462
-
(17,279)
(140)
(59,103)
(8,911)
-
(85,433)
-
-
-
(21)
-
-
(21)


$
-
335,278
98,318
1,070,002
304,927
-
1,808,525





$ 2,006,541
534,615
44,142
871,435
138,867
13,911
3,609,511







$ 1,853,346
408,437
51,230
990,454
195,352
-
3,498,819






$ 2,008,967
475,578
53,872
977,788
209,160
-
3,725,365

116

(Continued)

33

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (i) The Group is restricted by the law and cannot acquire agricultural land in the name of the Group. As of December 31, 2020, some pieces of agricultural land located in Mailiao and Taoyuan amounting to $939,227, which were accounted under property, plant and equipment, were registered in the name of the former chairman of the Company, Wen-Ming Cheng (the chairman at the time of the transaction), and other individuals. In the first quarter of 2021, some part of the abovementioned land had been completed the transfer procedures after the change of land category. As of December 31, 2021, some pieces of agricultural land located in Mailiao and Taoyuan amounting to $228,581, which were accounted under property, plant and equipment, were registered in the name of the chairman of the Company, Jen-Hao Cheng, the former chairman of the Company, Wen-Ming Cheng (the chairman at the time of the transaction) and other individuals. The Group has the “Other rights certificate” of the land or has an agreement with both parties to verify that the Group is the actual owner of the land.

  • (ii) In September 2020, the Group entered into a contract with a related party, Cheng Loong Corporation to purchase the land and building for office space located in Banqiao District, New Taipei City amounting to $169,189 (excluding tax). The registration has been completed in December 2020. Please refer to note (7)(b)(iv)(1) for the details.

  • (iii) As of December 31, 2021 and 2020, the portion of property, plant and equipment of the Group had been pledged as collateral for its credit lines of the bank. Please refer to note (8).

  • (i) Right-of-use assets

The Group leases many assets including land and buildings. Information about leases for which the Group as a lessee is presented below:

Cost or deemed cost:
Balance on January 1, 2021
Additions
Reductions
Balance on December 31, 2021
Balance on January 1, 2020
Additions
Reductions
Balance on December 31, 2020
Depreciation:
Balance on January 1, 2021
Depreciation
Reductions
Balance on December 31, 2021
Balance on January 1, 2020
Depreciation
Reductions
Balance on December 31, 2020
Carrying amount:
Balance on December 31, 2021
Balance on January 1, 2020
Balance on December 31, 2020
Land Others

14,281

290
-
Total

1,764,210

189,335
(281,529)


$
264,408
1,393,037
14,571
1,672,016


$ 406,780
1,075,601
46,175
224,276
-
(2,903)


14,281

-
-


1,496,662
270,451
(2,903)

$
452,955
1,296,974
14,281
1,764,210


$ 101,509
342,194
52,662
184,934
(84,928)
(6,441)


3,885

2,673
-


447,588

240,269
(91,369)


$
69,243
520,687
6,558
596,488


$ 44,571
164,449
56,938
179,899
-
(2,154)


1,231

2,654
-


210,251

239,491
(2,154)

$
101,509
342,194
3,885
447,588


$
195,165
872,350

8,013

1,075,528


$
362,209
911,152

13,050

1,286,411


$
351,446
954,780

10,396

1,316,622

117

(Continued)

34

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group’s right-of-use assets increased resulting from the new lease contracts including gas stations, parking space and container yard. The decrease mainly came from terminating the lease contract with Cheng Loong which is located in Qingshui District, Taichung City.

  • (j) Short-term borrowings
Short-term borrowings
Unused short-term credit lines
Range of interest rates
December 31,
2021
$
40,000
December 31,
2021
$
40,000
December 31,
2021
$
40,000
December 31,
2020
-

$
544,000
764,000

1.63%

-

For information on interest rate risk and liquidity risk of the Group, please refer to note (6)(s).

  • (k) Long-term borrowings
Secured bank loans
Less: current portion
Unused long-term credit lines
Range of interest rates
Currency Maturity year December
31, 2021
$ 1,274,700
1,047,651
December
31, 2021
$ 1,274,700
1,047,651
December
31, 2020

1,174,700

150,000
NTD 2022~2025

$
227,049



1,024,700

$
254,300



324,300

0.97%~1.3%


0.97%~1.45%
  • (i) Issuance and repayment of the loans

  • The Group’s additional amounts in loans for the years ended December 31, 2021 and 2020, were $200,000 and $949,000, respectively; and the repayments, including prepaying the loans, were $100,000 and $989,300, respectively.

  • (ii) As of December 31, 2021, the repayment schedule for the long-term borrowings was as follows:

Period
2022.01.01~2022.12.31
2023.01.01~2023.12.31
2024.01.01~2024.12.31
2025.01.01~2025.12.31
Amount
$ 1,047,651
154,015
54,666
18,368
$
1,274,700
  • (iii) Please refer to note (6)(s) for the interest rate risk and liquidity risk information of the Group. (iv) Please refer to note (8) for the collateral for the long-term borrowings.

118

(Continued)

35

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(l) Lease liabilities

The lease liabilities of the Group were as follows:

Lease liabilities
The lease liabilities of the Group were as follows:
Current
Non-current
December 31,
2021
$
209,461
December 31,
2020

235,389

$
890,087



1,102,605

For the maturity analysis, please refer to note (6)(s).

The amounts recognized in profit or loss were as follows:
Interest on lease liabilities
Expenses relating to short-term leases
Lease modification gains (recorded as other gains and losses)
COVID-19-related rent concessions (recognized as deduction
of rent expenses)
2021
$
16,593
2020

18,241

$
18,865



15,435

$
(3,465)



(9)

$
-


(803)

The amount recognized in the statement of cash flows for the Group was as follows:

Total cash outflow for leases 2021
$
269,614
2020

261,936
  • (i) Leases of land and buildings

The Group leases a number of office space, gas stations, warehouses and land. These leases typically run for a period of 3 to 10 years.

  • (ii) Other leases

The Group leases a number of stackers with short-term contract terms. The Group has chosen not to recognize right-of-use assets and lease liabilities for these leases.

  • (m) Employee benefits

  • (i) Defined benefit plans

Reconciliation of defined benefit obligation at present value and plan asset at fair value is as follows:

Present value of the defined benefit obligations
Fair value of plan assets
Net defined benefit liabilities
December 31,
2021
$ (247,658)
147,473
December 31,
2020

(305,270)
209,165

$
(100,185)

(96,105)

119

(Continued)

36

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. Plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average monthly salary for the six months prior to retirement.

  • 1) Composition of plan assets The Company allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.

The Company’s Bank of Taiwan labor pension reserve account balance amounted to $171,756 as of December 31, 2021. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

  • 2) Movements in present value of the defined benefit obligations

The movements in present value of the defined benefit obligations for the Company were as follows:

Defined benefit obligations at January 1
Benefits paid
Pensions for employees who are transferred from
affiliated companies
Current service costs and interest cost
Remeasurement in net defined benefit liabilities
(assets)
Defined benefit obligations at December 31
2021
$ (305,270)
72,920
(1,301)

(5,704)
(8,303)

$
(247,658)
2020
(306,942)
27,605
-
(7,620)
(18,313)
(305,270)
  • 3) Movements of defined benefit plan assets

The movements in the present value of the defined benefit plan assets for the Company were as follows:

Fair value of plan assets at January 1
Expected return on plan assets
Remeasurement of net defined benefit liabilities
(assets)
Contributions paid by the employer
Benefits paid
Fair value of plan assets at December 31
2021
$ 209,165
1,297
2,413

7,518
(72,920)
2020

204,184

2,003
4,907

22,714
(24,643)

$
147,473

209,165

120

(Continued)

37

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • 4) Movements of the effect of the asset ceiling

In 2021 and 20220, there were no movements on the effect of the Company’s defined benefit plans asset ceiling.

  • 5) Expenses recognized in profit or loss

The expenses recognized in profit or loss for the Company were as follows:

Current service costs
Interest cost
Expected return on plan assets
Operating cost
Administration expenses
2021
$ 3,829
1,875
(1,297)
2020

4,623

2,997
(2,003)

$
4,407

5,617

$ 2,318
2,089


2,643
2,974

$
4,407

5,617
  • 6) Remeasurement of net defined benefit liabilities (assets) recognized in other comprehensive income

The Company’s remeasurement of the net defined benefit liability (asset) recognized in other comprehensive income, was as follows:

Accumulated amount at January 1
Recognized during the period
Accumulated amount at December 31
2021
$ (156,557)
(5,890)
2020

(143,151)
(13,406)

$
(162,447)

(156,557)
  • 7) Actuarial assumptions

The principal actuarial assumptions at the reporting date were as follows:

Discount rate
Future salary increase rate
December 31,
2021
0.625%
1.000%
December 31,
2020
0.625%
1.000%

The expected allocation payment to be made by the Company to the defined benefit plans for the one-year period after the reporting date is $5,732.

The weighted average lifetime of the defined benefits plans is 12.93 years.

121

(Continued)

38

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

8) Sensitivity analysis

In determining the present value of the defined benefit obligation, the Company’s management makes judgements and estimates in determining certain actuarial assumptions of the balance sheet date, which includes discount rate and future salary increase rate. Changes in actuarial assumptions may have significant impact on the amount of defined benefit obligation.

If the actuarial assumptions had changed, the impact on the present value of the defined benefit obligation shall be as follows:

December 31, 2021
Discount rate
Future salary increasing rate
December 31, 2020
Discount rate
Future salary increasing rate
Influences of defined benefit
obligations
Increased
0.25%
Decreased
0.25%
$ (5,964)
6,182
6,074
(5,887)
(7,360)
7,648
7,499
(7,262)
Increased
0.25%
$ (5,964)
6,074
(7,360)
7,499

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance sheets.

There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2021 and 2020.

(ii) Defined contribution plans

The Group allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Group allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The Group recognized the pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to $53,354 and $50,946 for the years ended December 31, 2021 and 2020, respectively.

The other subsidiaries recognized the pension expense, basic endowment insurance expenses, and social welfare expenses amounting to $938 and $707 for the years ended December 31, 2021 and 2020, respectively.

122

(Continued)

39

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(n) Income taxes

  • (i) Income tax expenses

  • 1) The components of income tax in the years 2021 and 2020 were as follows:

Current tax expenses
Current period
Land value increment tax
Adjustment for prior periods
Deferred tax expenses
Origination and reversal of temporary differences
Under (over) provision in prior periods
Income tax expenses
2021
$ 86,038
2,426
181
2020

87,246

-
(3,480)
88,645
83,766

1,069
(207)


(3,016)
2,502

862

(514)
$
89,507

83,252
  • 2) The amounts of income tax recognized directly in other comprehensive income for 2021 and 2020 were as follows:
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement from defined benefit plans
Unrealized gains (losses) on equity instruments at
fair value through other comprehensive income

Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translation of foreign
financial statements
2021
$ (1,178)

(2,521)
2020

(2,681)
73,593

$
(3,699)

70,912

$
323

388

123

(Continued)

40

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 3) Reconciliation of income tax and profit before tax for 2021 and 2020 is as follows:
Income tax on pre-tax financial income calculated at
the domestic rates applicable to profits in the
country concerned
Net gains or losses on domestic investments
accounted for using equity method
Tax-exempt income
Land value increment tax
Under (over) provision in prior periods
Non-deductible expenses and others
Income tax expenses
2021
$ 132,519
(26,629)
(21,600)
2,426
(26)
2,817
2020

111,859

(17,606)

(14,649)

-

(978)
4,626

$
89,507

83,252
  • (ii) Deferred tax assets and liabilities

  • 1) Unrecognized deferred tax assets: None.

  • 2) Recognized deferred tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities for 2021 and 2020 were as follows:

Deferred tax assets:
Balance on January 1, 2021
Recognized in profit (loss)
Recognized in other
comprehensive income
Balance on December 31, 2021
Balance on January 1, 2020
Recognized in profit (loss)
Recognized in other
comprehensive income
Balance on December 31, 2020
Defined
benefit
plans
Exchange
differences on
translation
Others

11,496
(1,975)

-
Total

38,534

(2,337)
855
$ 15,816
(362)
1,178

11,222

-

(323)

$
16,632



10,899


9,521

37,052

$ 17,147
(4,012)
2,681



11,610

-

(388)



10,622
874

-



39,379

(3,138)
2,293

$
15,816



11,222


11,496


38,534

124

(Continued)

41

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Deferred tax liabilities:
Balance on January 1, 2021
Recognized in (profit) loss
Recognized in other
comprehensive income
Balance on December 31, 2021
Balance on January 1, 2020
Recognized in (profit) loss
Recognized in other
comprehensive income
Balance on December 31, 2020
Unrealized
gains (losses)
on financial
assets
$ 104,097
-
(2,521)
Overseas
investment
income
accounted
under the
equity method
Others

4,581

(890)
-
Total

168,288

(1,475)
(2,521)

59,610
(585)

-

$
101,576


59,025

3,691


164,292

$ 30,504
-
73,593



60,147
(537)

-



7,696

(3,115)
-



98,347

(3,652)
73,593

$
104,097


59,610

4,581


168,288

(iii) Assessment of tax

The tax returns of the Company and its R.O.C. subsidiaries for the years through 2019 were assessed by the Taipei National Tax Administration.

  • (o) Capital and other equity

  • (i) Ordinary shares

As of December 31, 2021 and 2020, the number of authorized ordinary shares were both $1,800,000 with a par value of $10 per share, and of which $1,372,818 were issued. All issued shares were paid up upon issuance.

  • (ii) Capital surplus

The balances of capital surplus were as follows:

Additional paid-in capital
Treasury share transactions
Other
December 31,
2021
$ 520,206
61,912
1,241
December 31,
2020
520,206
58,934
1,241
$
583,359
580,381

According to the R.O.C. Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of par value should not exceed 10% of the total common stock outstanding.

125

(Continued)

42

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iii) Retained earnings

1) Legal reserve

When a company incurs no loss, it may, pursuant to a resolution by a shareholders’ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.

2) Special reserve

A portion of current period earnings and undistributed prior period earnings shall be reclassified as a special earnings reserve during earnings distribution. The amount to be reclassified should equal to the current-period total net reduction of other shareholders’ equity. For the year 2019 earnings distribution in 2020, the amount to be reclassified to special reserve shall be a portion of current-period earnings and undistributed prior-period earnings. As for the year 2020 earnings distribution in 2021, the amount to be reclassified to special reserve shall be a portion of current-period earnings plus other line items in the retained earnings movements and undistributed prior-period earnings. A portion of undistributed prior-period earnings shall be reclassified as special earnings reserve (and does not qualify for earnings distribution) to account for cumulative changes to other shareholders’ equity pertaining to prior periods. Amounts of subsequent reversals pertaining to the net reduction of other shareholders’ equity shall qualify for additional distributions.

3) Retain earnings-earnings distribution and dividend policy

Based on the Company’s article of incorporation amended before July 1, 2021, if there is any profit after tax after closing of books in a given year, the Company shall first offset the accumulated deficits, if any, and set aside 10% of it as legal reserve. Where such legal reserve amounts to the total paid-in capital, this provision shall not apply. Moreover, Company shall set aside or reserve a special reserve in accordance with laws and regulations. And then any remaining profit together with any undistributed retained earnings shall be distributed according to the distribution plan proposed by the Board of Directors and submitted to the stockholders’ meeting for approval.

Based on the Company’s article of incorporation amended after July 1, 2021, if there is any profit after tax after closing of books in a given year, the Company shall first offset the accumulated deficits, if any, and set aside 10% of it as legal reserve. The legal reserve shall be based on after-tax net income for the period and other profit items adjusted to the current year's undistributed earnings other than after-tax net income for the period. Where such legal reserve amounts to the total paid-in capital, this provision shall not apply. Moreover, the Company shall set aside or reserve a special reserve in accordance with laws and regulations. And then any remaining profit together with any undistributed retained earnings shall be distributed according to the distribution plan proposed by the Board of Directors and submitted to the stockholders’ meeting for approval.

126

(Continued)

43

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The abovementioned distribution shall be declared more than 30% to shareholders. The cash dividends shall not be lower than 10% of the total cash and stock dividends. However, stock dividends instead of cash dividends are declared if the cash dividends per share are less than NT$0.1 (dollars). When there is a deduction from shareholders’ equity, an amount equal to the deduction item is set aside as a special reserve (which does not qualify for earnings distribution). If the dividends per share are less than NT$0.5 (dollars), they can be decided not to distribute.

Base on the resolutions of the annual stockholders’ meeting held on July 1, 2021 and May 29, 2020, the appropriations of dividends from the distributable retained earnings of 2020 and 2019, respectively, were as follows:

Dividends distributed to
ordinary shareholders:
Cash
2020 2019
Amount
per share
Total
amount
1.8
247,107
Amount
per share
Amount
per share
$ 2.2 1.8

On March 7, 2022, the Company’s Board of Directors resolved to appropriate to 2021 earnings. These earnings were appropriated as follows:

Dividends distributed to ordinary shareholders:
Cash
2021
Amount
per share
Total
amount
$ 2.5
343,204
Amount
per share
$ 2.5

(iv) Treasury shares

In accordance with Securities and Exchange Act requirements, the number of shares repurchased should not exceed 10% of all shares outstanding. Also, the value of the repurchased shares should not exceed the sum of the Company’s retained earnings, share premium, and realized capital reserves.

In accordance with the requirements of Securities and Exchange Act, treasury shares held by the Company should not be pledged, and do not hold any shareholder rights before their transfer.

As of December 31, 2021 and 2020, since the subsidiary of the Group, Shan-Loong Investment, held a number of the ordinary shares of the Company, the Group accounted it under the treasury stock. The total shares and amounts were as follows:

Shan-Loong Investment
Fair value
December 31, 2021
Shares
(thousands)
Amount
1,353
$
31,863
December 31, 2021
Shares
(thousands)
Amount
1,353
$
31,863
December December 31, 2020
Amount
31,863

Shares
(thousands)
1,353


$
49,401

43,514

For the years ended December 31, 2021 and 2020, Shan-Loong Investment, received the cash

127

(Continued)

44

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

dividend which were distributed by the Company, amounting to $2,978 and $2,436, respectively, which were recorded as capital surplus - treasury share transactions.

  • (p) Earnings per share

The Group’s basic and diluted earnings per share were calculated as follows:


Basic earnings per share:
Profit attributable to ordinary shareholders of the Company
Weighted average number of ordinary shares (thousands)
Basic earnings per share (dollars)
Diluted earnings per share:
Profit attributable to ordinary shareholders of the Company
(after adjustment the influence of potential ordinary shares)
Weighted average number of ordinary shares (thousands)
Dilutive effect of potential ordinary shares (thousands):
Employee share bonus
Weighted average number of ordinary shares (after
adjustment the influence of potential ordinary shares)
Diluted earnings per share (dollars)
2021
$
415,507
2020
371,334

135,928

135,928

$
3.06

2.73
$
415,507
371,334

135,928
707


135,928
567
136,635 136,495

$
3.04

2.72
  • (q) Revenue from contracts with customers (i) Disaggregation of revenue
Primary geographical
markets:
Taiwan
China
Vietnam
2021 2021 Total

18,563,000
8
249,155
Transportation
segment
$ 3,649,042
8
249,155
Gasoline
station
segment

13,155,382

-
-
Other
segment

1,758,576
-
-

$
3,898,205
13,155,382 1,758,576
18,812,163

128

(Continued)

45

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Primary geographical
markets:
Taiwan
China
Vietnam
2020 2020 Total

15,689,572
37,213
228,715
Transportation
segment
$ 3,595,373
37,213
228,715
Gasoline
station
segment

10,534,961

-
-
Other
segment

1,559,238
-
-

$
3,861,301
10,534,961 1,559,238
15,955,500
  • (ii) Contract balances
Notes and accounts receivable
Less: allowance for impairment
Contract liabilities – Unearned revenue
December 31,
2021
$ 969,765
(3,069)
December 31,
2020

854,666
(3,069)
January 1,
2020

921,700
(3,310)

$
966,696

851,597

918,390

$
21,815

13,577

13,122

For details on accounts receivable and allowance for impairment, please refer to note (6)(d).

The major change in the balance of contract assets and liabilities is the difference between the time frame in the performance obligation to be satisfied and the payment to be received.

  • (r) Employee compensation and directors' and supervisors' remuneration

Based on the Company’s articles of incorporation, if there is any profit in a fiscal year, the Company’s pre-tax profits in such fiscal year, prior to deduction of compensations to employees, shall be distributed to employees as compensations in an amount of not less than one percent (1%) of such profits. In the event that the Company has accumulated losses, the Company shall reserve an amount to offset accumulated losses. The compensations to employees as mentioned above may be distributed in the form of stock or cash. Employees who are entitled to receive the above-mentioned employee remuneration, in shares or cash, include the employees of the Company’s controlling and subordinate companies pursuant to the Company Act. A company may, by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation ; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting. A company which has the profit distributed to employees in the form of shares by a resolution of the meeting of board of directors in accordance with the provision of the preceding paragraph may resolve, at the same meeting of the board of directors, to distribute the shares by way of new shares to be issued by the company or existing shares to be re-purchased by the company.

129

(Continued)

46

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Company's remuneration to employees were $22,000 and $15,000, respectively, and the remuneration to directors were $0 for the years ended December 31, 2021 and 2020. The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees and directors of each period, multiplied by the percentage of the remuneration to employees and directors as specified in company's articles. The remuneration were expensed under operating costs or operating expenses during 2021 and 2020.

The amounts, as stated in the consolidated financial statements, are identical to those of the actual distributions in 2021 and 2020. Related information would be available at the Market Observation Post System Website.

(s) Financial instruments

(i) Credit risk

1) Credit risk exposure

The carrying amount of financial assets represents the maximum amount exposed to credit risk.

  • 2) Concentration of credit risk

As of December 31, 2021 and 2020, the accounts receivable amounted to $316,669 and $304,452, respectively, comes from one of the Group’s significant customer, whose main activities is the manufacturing and sale of paper products.

3) Receivables credit risk

For credit risk exposure of notes and accounts receivable, please refer to note 6(d). Other financial assets measured at amortized cost include other receivables, please refer to note (6)(e).

The abovementioned other receivables are considered to have low risk, and thus, the impairment provision recognized during the period was limited to 12 months expected losses. Regarding how the financial instruments are considered to have low credit risk, please refer to note (4)(g).

The loss allowance provision of other receivables was determined as follows:

Balance on January 1 (same as balance on
December 31)
2021
$
13,100
2020

13,100

130

(Continued)

47

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments.

December 31, 2021
Non-derivative financial
liabilities
Short-term borrowings
Notes and accounts payable
Other payables
Lease liabilities (including
current and non-current)
Long-term borrowings
(including current portion)
Guarantee deposits received
December 31, 2020
Non-derivative financial
liabilities
Notes and accounts payable
Other payables
Lease liabilities (including
current and non-current)
Long-term borrowings
(including current portion)
Guarantee deposits received
Carrying
amount
$ 40,000

1,586,129
507,468
1,099,548

1,274,700

18,262
Contractual
cash flows
Within a
**year **
1~2years Over 2years
-
-
-

(737,079)

(75,637)
(18,262)

(40,240)

(1,586,129)

(507,468)

(1,151,949)

(1,290,233)

(18,262)

(40,240)

(1,586,129)

(507,468)

(223,091)

(1,057,512)

-

-

-

-

(191,779)

(157,084)
-

$
4,526,107



(4,594,281)


(3,414,440)

(348,863)


(830,978)

$ 1,364,501
484,046
1,337,994

1,174,700

17,337



(1,364,501)

(484,046)

(1,403,578)

(1,200,915)

(17,337)



(1,364,501)

(484,046)

(251,917)

(162,480)

-



-

-

(231,694)

(906,154)
-


-
-

(919,967)

(132,281)
(17,337)

$
4,378,578



(4,470,377)


(2,262,944)

(1,137,848)


(1,069,585)

The Group does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.

(iii) Currency risk

  • 1) Exposure to foreign currency risk

The Group’s significant exposure to foreign currency risk was as follows:

Financial assets
Monetary items
USD
Non-Monetary items
CNY
D ecember 31, 2021 D ecember 31, 2020 TWD
165,156
255,068
Foreign currency Exchange
rate
TWD Foreign
currency
Exchange
rate
$ 6,127
47,147
USD/TWD
=27.680
CNY/TWD
=4.344
169,595
204,805

5,799

58,275
USD/TWD
=28.480
CNY/TWD
=4.377

131

(Continued)

48

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

2) Sensitivity analysis

The Group’s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents and financial assets at fair value through other comprehensive income. A strengthening (weakening) of 5% of the TWD against the USD and CNY for the years ended December 31, 2021 and 2020, would have increased or decreased the profit before tax by $8,480 and $8,258, respectively; and would have increased or decreased the other comprehensive income by $10,240 and $12,753, respectively. The analysis is performed on the same basis for both periods.

Since the Group has many kinds of functional currency, the information on foreign exchange gain (loss) on monetary items is disclosed by total amount. For the years ended December 31, 2021 and 2020, the foreign exchange gains (losses) (including both realized and unrealized) were as follows:

Foreign exchange gain (loss) (recorded as other gains
and losses)
2021
$
(4,959)
2020
(9,235)
  • (iv) Interest rate analysis

The details of financial assets and liabilities exposed to interest rate risk were as follows:

Variable rate instruments (Carrying amount):
Financial assets
Financial liabilities
December 31,
2021
$ 1,348,100
40,000
December 31,
2020

595,057

-

The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments on the reporting date. Regarding assets and liabilities with variable interest rates, the analysis is based on the assumption that the amount of assets and liabilities outstanding at the reporting date were outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 0.25% when reporting to management internally, which also represents the Group’s management’s assessment of the reasonably possible interest rate change.

If the interest rate had increased or decreased by 0.25%, the Group’s net profit before tax would have increased or decreased by $3,270 and $1,488, respectively, for the years ended December 31, 2021 and 2020, which would be mainly resulted from the bank deposits and short-term borrowings.

132

(Continued)

49

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (v) Other market price risk

For the years ended December 31, 2021 and 2020, the sensitivity analyses for the changes in the securities price at the reporting date were performed using the same basis for the profit and loss as illustrated below:

Prices of
securities at the
reporting date
Increasing 5%
Decreasing 5%
2021 Profit before
tax
-
2020
Other
comprehensive
income before tax
122,514

Profit before
tax
17,453
Other
comprehensive
income before tax
$
(122,307)

$
122,307
-
(122,514)

(17,453)
  • (vi) Fair value of financial instruments

  • 1) Procedure of valuation and Fair value hierarchy

The Group’s accounting policies and disclosure include fair value method on financial assets and financial liabilities. The Group’s management is responsible in performing independent test on fair value by using independent source of information to obtain the fair value which is close to the market status. The management also confirms the independence, reliability and matching of the information source, and regularly test the valuation model, update the input and other information, and make necessary adjustment to ensure the output of valuation is reasonable.

The Group uses observable market data to evaluate its assets and liabilities when it is possible. The different inputs of levels of fair value hierarchy in determining the fair value are as follows:

  • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

  • Level 2: inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices ) or indirectly ( i.e. derived from prices).

  • Level 3: inputs for assets or liabilities that are not based on observable market data (unobservable inputs).

  • 2)

  • The categories and the fair value of financial instruments

The carrying amount and fair value of the Group’s financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required:

133

(Continued)

50

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Financial assets at fair value
through other comprehensive
income
Stock listed on domestic
markets
Unquoted equity instruments
Subtotal
Financial assets measured at
amortized cost
Cash and cash equivalents
Notes and accounts receivable,
net
Notes and accounts
receivable-related parties, net
Other current financial assets
Refundable deposits (recorded
as other non-current assets)
Subtotal
Financial liabilities measured at
amortized cost
Short-term borrowings
Notes and accounts payable
Other payables
Lease liabilities (including
current and non-current)
Long-term borrowings
(including current portion)
Guarantee deposits
December 31, 2021 December 31, 2021 December 31, 2021 Total
2,059,749

386,384
-
-
-
-
-
-
-
-
-
-
-
Carrying
amount
$ 2,059,749
386,384
Fair Value
Level 1

2,059,749
-

-

-

-

-
-

-

-

-

-

-
-
Level 2

-
-
-
-
-
-
-
-
-
-
-
-
-
Level 3
-
386,384
-
-
-
-
-
-
-
-
-
-
-

2,446,133

1,553,286
649,969

316,727
78,793
216,299

2,815,074

$ 5,261,207

$ 40,000
1,586,129
507,468
1,099,548
1,274,700
18,262

$ 4,526,107

134

(Continued)

51

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Financial assets at fair value
through profit or loss
Non-derivative financial assets
mandatorily measured at fair
value through profit or loss
Financial assets at fair value
through other comprehensive
income
Stock listed on domestic
markets
Unquoted equity instruments
Subtotal
Financial assets measured at
amortized cost
Cash and cash equivalents
Notes and accounts receivable,
net
Notes and accounts
receivable-related parties, net
Other current financial assets
Refundable deposits (recorded
as other non-current assets)
Subtotal
Financial liabilities measured at
amortized costs
Notes and accounts payable
Other payables
Lease liabilities (including
current and non-current)
Long-term borrowings
(including current portion)
Guarantee deposits
December 31, 2020 December 31, 2020 December 31, 2020 Total
349,054
1,983,893

466,390
-
-
-
-
-
-
-
-
-
-
Carrying
amount
$ 349,054
Fair Value
Level 1
-

1,983,893
-

-

-

-

-
-

-

-

-

-
-
Level 2
349,054

-
-
-
-
-
-
-
-
-
-
-
-
Level 3

-
-
466,390
-
-
-
-
-
-
-
-
-
-

1,983,893
466,390

2,450,283

786,408
546,632

304,965
65,703
203,711

1,907,419

$ 4,706,756

$ 1,364,501
484,046
1,337,994
1,174,700
17,337

$ 4,378,578

135

(Continued)

52

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 3) Valuation techniques for financial instruments not measured at fair value

The Group’s valuation techniques and assumptions used for financial instruments not measured at fair value are as follows:

Unquoted liability instruments and financial liabilities measured at amortized cost: If there is quoted price generated by transactions, the recent transaction price and quoted price data is used as the basis for fair value measurement. However, if no quoted prices are available, the discounted cash flows are used to estimate fair values.

  • 4) Valuation techniques for financial instruments measured at fair value

Non-derivative financial instruments

Financial instruments trade in active markets is based on quoted market prices. The quoted price of a financial instrument obtained from main exchanges and on-the-run bonds from Taipei Exchange can be used as a base to determine the fair value of the listed companies’ equity instrument and debt instrument of the quoted price in an active market.

If a quoted price of a financial instrument can be obtained in time and often from exchanges, brokers, underwriters, industrial union, pricing institute, or authorities and such price can reflect those actual trading and frequently happen in the market, then the financial instrument is considered to have a quoted price in an active market. If a financial instrument is not in accord with the definition mentioned above, then it is considered to be without a quoted price in an active market. In general, market with low trading volume or high bid-ask spreads is an indication of a non-active market.

Measurements of fair value of financial instruments without an active market are based on a valuation technique or quoted price from a competitor. Fair value measured by a valuation technique can be extrapolated from similar financial instruments or other valuation technique including a model using observable market data at the reporting date.

The measurement of fair value of a non-active market financial equity instruments held by the Group which do not have quoted market prices are based on the comparable market approach, with the use of key assumptions of EV/EBIT or price-to-book ratio of comparable listed companies as its basic measurement. These assumptions have been adjusted for the effect of discount for lack of marketability of the equity securities.

The fair value of the structured deposits held by the Group is measured at observable prices other than market prices. The used estimates and assumptions are based on the quoted prices of the financial institutions.

  • 5) There were no transfers from one level to another of the Group for the years ended December 31, 2021 and 2020.

136

(Continued)

53

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • 6) Reconciliation of Level 3 fair values
Balance on January 1, 2021
Total gains and losses recognized:
In other comprehensive income
Purchase
Derecognized
Balance on December 31, 2021
Balance on January 1, 2020
Total gains and losses recognized:
In other comprehensive income
Proceeds of capital reduction of investment
Balance on December 31, 2020

$
386,384

$ 369,971
163,299
(66,880)

$
466,390

For the years ended December 31, 2021 and 2020, the total gains and losses that were included in “unrealized gains and losses from financial assets at fair value through other comprehensive income” were as follows:

2021
Total gains and losses recognized:
In other comprehensive income, and presented in
“unrealized gains and losses from financial assets at
fair value through other comprehensive income”
$ (44,230)
2020

163,299
  • 7) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

The Group’s financial instruments that use Level 3 inputs to measure fair value include "fair value through other comprehensive income – equity investments".

Most of fair value measurements of the Group which are categorized as equity investment instruments into level 3 have several significant unobservable inputs. Significant unobservable inputs of equity instruments without quoted price are independent of each other.

137

(Continued)

54

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Quantified information of significant unobservable inputs was as follows:

Item Valuation
technique
Comparable
transaction method


Net asset value
method
Significant unobservable
inputs
‧Lack-of-Marketability
discount rate (20%~35%
and 20%~30%,
respectively, on December
31, 2021 and 2020)
‧EV/EBIT ratio (8.91~19.36
and 14.85, respectively, on
December 31, 2021 and
2020)
‧Price-Book ratio (0.91~1.6
and 0.98~2.82, respectively,
on December 31, 2021 and
2020)
‧Net Asset Value
Inter-relationship
between significant
unobservable inputs and
fair value measurement
Financial assets at fair
value through other
comprehensive income
-unquoted equity
instruments


‧The higher the
Lack-of-Marketabilit
y discount rate is, the
lower the fair value
will be.
‧The higher the
multiple is, the
higher the fair value
will be.

‧Not applicable
  • 8) Fair value measurements in Level 3 – sensitivity analysis of reasonably possible alternative assumptions

The Group’s fair value measurement on financial instruments is reasonable. However, the measurement would be different if different valuation models or valuation parameters are used. For financial instruments using level 3 inputs, if the valuation parameters changed, the impacts on other comprehensive income or loss are as follows:

December 31, 2021
Financial assets at fair value through other
comprehensive income


December 31, 2020
Financial assets at fair value through other
comprehensive income

Input Move up or
down
Other comprehensive
income
Favorable
change
Unfavorable
change
$
4,616
(4,686)
Other comprehensive
income
Favorable
change
Unfavorable
change
$
4,616
(4,686)
Unfavorable
change
Lack-of-Mark
etability
discount rate
EV/EBIT
Price-to-Book
Ratio
Lack-of-Mark
etability
discount rate
EV/EBIT
Price-to-Book
Ratio
5%
5%
5%
5%
5%
1%
(4,686)
$
3,376
(3,443)
$
7,616
(7,684)
$
6,066
(5,981)
$
6,463
(6,429)
$
12,859
(12,771)

The favorable and unfavorable impacts reflect the movement of the fair value, in which the fair value is calculated by using the significant unobservable inputs in the valuation technique. The table above shows the effects of one unobservable input, without considering the inter-relationships with another unobservable input for financial instrument, if there are one or more unobservable inputs.

138

(Continued)

55

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (t) Financial risk management

  • (i) Overview

The Group have exposures to the following risks from its financial instruments:

  • 1) Credit risk

  • 2) Liquidity risk

  • 3) Market risk

The following likewise discusses the Group’s objectives, policies and processes for measuring and managing the above mentioned risks. For more disclosures about the quantitative effects of these risks exposures, please refer to the respective notes in the accompanying consolidated financial statements.

(ii) Structure of risk management

The Board of Directors has overall responsibility for the control and oversight of the risk management framework. The financial department proposes the evaluation plan and benefit analysis and reports to management for approving. The transactions are authorized to the chairman of the Company to operate, and will be approved by the Board of Directors at the most recent board meeting.

The internal auditors of the Group perform the regularly or irregularly risk management control and operating activity audit in accordance with the internal audit plans. The result will be reported to the Audit Committee periodically. The Group has no transactions in financial instruments for the purpose of speculation.

  • (iii) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s cash at bank, receivables from customers and investments in securities.

  • 1) Accounts receivable and other receivables

The Group has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Group’s standard payment and delivery terms and conditions are offered. Purchase limits are established for each customer, these limits are reviewed periodically. Customers that fail to meet the Group’s benchmark creditworthiness may transact with the Group only on a prepayment basis.

In order to mitigate account receivable credit risk, the Group constantly assesses the financial status of the customers, and requests the customers to provide guarantee or security if necessary. The Group regularly accesses the collectability of accounts receivable and recognizes allowance for accounts receivable. The impairment losses are always within management’s expectation.

139

(Continued)

56

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

2) Investments

The exposure to credit risk for the bank deposits and other financial instruments is measured and monitored by the Group’s finance department. The Group only deals with banks, corporate organization and financial institutions with good credit rating. The Group does not expect any counterparty above fails to meet its obligations hence there is no significant credit risk arising from these counterparties.

  • 3) Guarantees

Pursuant to the Group’s policies, it is only permissible to provide financial guarantee to the entities listed in the policies. As of December 31, 2021 and 2020, the Group did not provide any guarantees to other companies besides its subsidiaries.

  • (iv) Liquidity risk

The Group manages sufficient cash and cash equivalents so as to cope with its operations and mitigate the effects of fluctuations in cash flows. The Group’s management supervises the banking facilities to ensures they are in compliance with the terms of loan agreements.

The loans and borrowings from the bank form an important source of liquidity for the Group. Please refer to note 6(j) and 6(k) for the unused credit lines of short-term and long-term loans as of December 31, 2021 and 2020.

  • (v) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

  • 1) Currency risk

The Group is exposed to currency risk on sales, cost of goods sold, and expenses that are denominated in a currency other than the respective functional currencies of the Group’s entities, primarily the NTD, CNY and VND. The currencies used in these transactions are the NTD, USD, CNY and VND.

As for other monetary assets and liabilities denominated in other foreign currencies, when short-term imbalance takes place and the amount is significant, the Group buys or sells foreign currencies at spot rate to ensure that the net exposure is kept on an acceptable level.

  • 2) Interest rate risk

The subsidiaries of the Group borrow funds on floating interest rate, therefore, the Group has the risk of cash flow.

140

(Continued)

57

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 3) Other market price risk

    • The Group is exposed to equity price risk due to the investments in listed stock investments and non-listed stock investments. This is a strategic investment and is not held for trading. The Group does not actively trade in these investments. The material investments of investment portfolio are managed individually and their purchase decision are all approved by the finance department.
  • (u) Capital management

The policy of capital management made by the Board of Directors is to maintain a strong capital base so as to stabilize the confidence of the investors, creditors and the public market and to sustain future development of the business. Capital consists of ordinary shares, capital surplus, retained earnings and non-controlling interests. The Board of Directors monitors the return on capital as well as the level of dividends to ordinary shares.

The Group monitors capital structure through the regular review of the asset-debt ratio. As of December 31, 2021 and 2020, the debt ratios of the Group were as follows:

Total liabilities
Total assets
Debt-to-asset ratio
December 31,
2021
$ 4,896,414
10,353,197
47 %
December 31,
2020

4,767,255

10,042,999
47 %
  • As of December 31, 2021, there were no changes in the Group’s approach of capital management.

  • (v) Investing and financing activities not affecting current cash flow

The Group’s investing and financing activities which did not affect the current cash flow for the years ended December 31, 2021 and 2020, were as follows:

  • (i) The acquisition of right-of -use assets by lease, please refer to notes (6)(i) and (6)(l).

  • (ii) Reconciliation of liabilities arising from financing activities was as follows:

Short-term borrowings
Long-term borrowings
Guarantee deposits
Lease liabilities
Total liabilities from financing
activities
January 1,
2021
Cash flows
$ -
40,000
1,174,700
100,000
17,337
925
1,337,994
(234,156)
Non-cash
changes
Changes in
lease
payments
and others
December
31, 2021

-
40,000

-
1,274,700

-
18,262
(4,290)
1,099,548


$
2,530,031
(93,231)


(4,290)
2,432,510

141

(Continued)

58

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Short-term borrowings
Long-term borrowings
Guarantee deposits
Lease liabilities
Total liabilities from financing
activities
January 1,
2020
Cash flows
$ 10,000
(10,000)
1,215,000
(40,300)
18,336
(999)
1,297,364
(229,063)
Non-cash
changes
Changes in
lease
payments
and others
December
31, 2020

-
-

-
1,174,700

-
17,337
269,693
1,337,994


$
2,540,700
(280,362)


269,693
2,530,031

(7) Related-party transactions:

  • (a) Names and relationship with related parties

The followings are entities that have had transactions with related party during the periods covered in consolidated financial statements:

Name of related party Relationship with the Group This Company is the corporate director of the Company

Cheng Loong Corporation (Cheng Loong)

  • This Company is the corporate director of the Company

Shine Far Construction Co., Ltd.

  • Its parent company is the corporate director of the Company

Shine Far Property Co., Ltd. Gemtech Optoelectronics Corp.

  • The same chairman of the Board with Cheng Loong

  • It has the same chairman as that of the Board of the Company and became an associate of the Company since April 2021

Ko Loong Industry Co., Ltd.

Half of the directors of this company are the directors of the Company

Sun Favorite Co., Ltd.

Its ultimate parent company is the corporate director of the Company

Shanghai Chung Hao Paper Co., Ltd.

  • Its ultimate parent company is the corporate director of the Company

Suzhou Cheng Loong Paper Co., Ltd.

  • Its ultimate parent company is the corporate director of the Company

Shan Fu Paper (Kunsan) Co., Ltd.

  • Its ultimate parent company is the corporate director of the Company

Cheng Loong (Gwangtung) Paper Co., Ltd.

  • Its ultimate parent company is the corporate director of the Company

Dongguan Ming Loong Paper Co., Ltd.

142

(Continued)

59

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Name of related party

Relationship with the Group

Zhangzhou Cheng Loong Paper Co., Ltd.

Qingdao Chung Loong Paper Co., Ltd.

Cheng Loong (Hangzhou) Investment Co., Ltd.

Chung Ming International Limited Taiwan Branch Wen Gin Development Co., Ltd. (Wen Gin Development)

Chung Ming International Limited

Cheng Loong Binh Duong Container Co., Ltd. Vina Tawana Container Co., Ltd. Cheng Loong Long An Container Co., Ltd. Cheng Loong Binh Duong Paper Co., Ltd.

Tsai-Yuan Lin

Its ultimate parent company is the corporate director of the Company Its ultimate parent company is the corporate director of the Company Its ultimate parent company is the corporate director of the Company Its ultimate parent company is the corporate director of the Company

The relationship between the chairman of the Company and of this company is within second degree of kinship

Its ultimate parent company is the corporate director of the Company

Its ultimate parent company is the corporate director of the Company

Its ultimate parent company is the corporate director of the Company

Its ultimate parent company is the corporate director of the Company Its ultimate parent company is the corporate director of the Company

The manager of the Company before September 15, 2021

(b) Significant transactions with related parties

  • (i) Sales

The amounts of significant sales transactions between the Group and related parties were as followings:

Other related parties
Associates
Sales
2021
2020
$ 2,013,113
1,823,138
78
-
Sales
2021
2020
$ 2,013,113
1,823,138
78
-
2021
$ 2,013,113
78
$
2,013,191

1,823,138

Sales prices and other transaction terms for related parties were similar to those of the third-party customers.

143

(Continued)

60

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (ii) Receivables from related parties

The receivables from related parties were as follows:

Account
Related-party categories
December 31,
2021
December 31,
2020
$ 266,188
257,039
50,524
47,926
15
-
1,439
425
Accounts receivables
Other related parties
—Cheng Loong
Accounts receivables
Other related parties
Accounts receivables
Associates
Other receivables
(recorded as other
current financial assets)
Other related parties

$
318,166
305,390
  • (iii) The costs and expenses paid to related parties

The costs and expenses paid to related parties were as follows:

Account Relationship 2021
$ 42,143
2,245
$
44,388
2020

48,274

-
Operating costs and
operating expenses
Other related parties
Associates


48,274

(iv) Purchases of property, plant and equipment

  • 1) In December 2020, the Group purchased the land and building located in Banqiao District, New Taipei City amounting to $169,189 (excluding tax) from a related party, Cheng Loong. Pricing of the above land and building was based on the valuation report from CCIS Real Estate Joint Appraisers Firm and Zhonglian Real Estate Appraiser Firm. As of December 31, 2020, the process for transferring the property has been completed and the above payable had been fully paid.

  • 2) The Group purchased the transportation equipment from the related parties and engaged related parties to engineer the facilities on the leased land. The total price was as follows:

Other related parties

Associates
Total price
2021
2020
$ 14,868
8,932
18,969
-
$
33,837
8,932

144

(Continued)

61

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (v) Payable to related parties

The payables to related parties resulting from the above transactions were as follows:

Account
Relationship
Accounts payable
Other related parties
Other payables
Other related parties
Other payables
Associates
December 31,
2021
December 31,
2020
$ 1,008
2,121
2,659
1,241
3,421
-

$
7,088
3,362
  • (vi) Disposal of transportation equipment

The total disposal price and unreceived balance of transportation equipment sold to related parties were as follows:

Other related parties Total price Other receivables from
related parties
December 31,
2021
December 31,
2020
Other receivables from
related parties
December 31,
2021
December 31,
2020
2021
2020
December 31,
2021
$
1,262
994

-
-

For the years ended December 31, 2021 and 2020, the losses on disposal of transportation equipment amounted to $483 and $50, respectively.

  • (vii) Lease

  • 1) Lessee

The Group rented several office spaces and lands from Cheng Loong and other related parties. The rental fee is determined based on nearly office rental rates. The details of the above lease transactions are as follows:

Other related parties-Cheng Loong
Key management personnel of the Group
Lease liabilities Lease liabilities Interest expense
2021
2020

2,643
4,129

1
2
December 31,
2021
December 31,
2020
$ 65,663
280,171
-
141
$
65,663
280,312

2,644
4,131

2) Lessor

The Group rented out the office building to other related parties. The details of the above lease transactions are as follows:

Other related parties Rental income (recorded
as other income)
Rental income (recorded
as other income)

Other receivables from
related parties
December 31,
2021
December 31,
2020

-
-
2021
$
3,000
2020

3,000

145

(Continued)

62

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (c) Key management personnel compensation

Key management personnel compensation comprised:

Short-term employee benefits Post-employment benefits

2021
$ 46,321
442
2020

40,194
652
$
46,763
40,846

(8) Pledged assets:

The carrying values of pledged assets were as follows:

Pledged assets Object December 31,
2021
$ 90,562
17,532
72,332
December 31,
2020

90,562

20,026
66,776
Property, plant and equipment-land
Property, plant and equipment-buildings
Refundable deposits (deposit certificate)
Long-term borrowings

Deposits for
performance guarantee

$
180,426

177,364

(9) Significant commitments and contingencies:

  • (a) As of December 31, 2021 and 2020, the Group’s unrecognized contractual commitments for gas station engineering and office renovation amounted to $2,671 and $18,394, respectively.

  • (b) As of December 31, 2021 and 2020, the Group had outstanding stand-by letters of credit provided by the banks totaling $2,026,000 and $1,776,000, respectively, for purposes of gasoline purchase, transportation and customs guarantee, etc.

(10) Losses due to major disasters: None

(11) Subsequent events: None

(12) Others:

A summary of current-period employee benefits and depreciation, by function, is as follows:

By function
By item
2021 2021 2021 2020 2020 2020
Operating
cost
Operating
Expenses
Total Operating
cost
Operating
Expenses
Total
Employee benefits
Salary
Labor and health insurance
Pension
Others
Depreciation
Amortization
488,880
43,529
24,418
3,219
224,050
-

763,981

73,541

34,281

23,112

266,973
-

1,252,861

117,070

58,699

26,331

491,023
-

478,721

40,209

23,636

2,749

238,337
-

745,394

66,771

33,634

22,077

254,616
-

1,224,115

106,980

57,270

24,826

492,953
-

146

(Continued)

63

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(13) Additional disclosures:

  • (a) Information on significant transactions:

The following is the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Group for the year ended December 31, 2021.

  • (i) Loans to other parties: None

  • (ii) Guarantees and endorsements for other parties:

No. Name of
guarantor
Counter-party of
guarantee and
endorsement
Counter-party of
guarantee and
endorsement
Limitation on

amount of
guarantees and
endorsements for
a specific
enterprise
Highest

balance for
guarantees and
endorsements
during
the period
Balance of
guarantees
and
endorsements as
of
reporting date
Actual
usage
amount
during the
period
Property

pledged for
guarantees
and
endorsements
(Amount)
Ratio of
accumulated
amounts of
guarantees and

endorsements
to net worth of
the latest
financial
statements
Maximum
amount for
guarantees
and
endorsements
Parent company
endorsements/
guarantees to
third parties on
behalf of
subsidiary
Subsidiary
endorsements/
guarantees
to third parties
on behalf of
parent
company

Endorsements/
guarantees to

third parties
on behalf of
companies in
Mainland
China
Name Relationship
with the
Company
0 The Company Shan-Loong
Motors

Note 2
2,628,055
150,000

150,000

-
- 2.85%
5,256,110
Y - -
  • Note 1: The total amount of endorsements shall not exceed the Company's net assets, and the endorsements for a single company shall not exceed 50% of the Company's net assets.

Note 2: Subsidiary whose over 50% common stock is directly or indirectly owned.

Note 3: The above counter-party of guarantee and endorsement is one of the entities in the consolidated financial statements.

(iii) Securities held as of December 31, 2021 (excluding investment in subsidiaries, associates and joint ventures):

joint ventures): joint ventures): joint ventures): joint ventures):
(In thousands of shares)
Name of
holder
Category and
name of
security
Relationship
with
company
Account title Ending balance Highest balance during the
year

Note
Shares/Units
(thousands)
Carrying value Percentage of
ownership (%)
Fair
value
Shares/Units
(thousands)
Percentage
of ownership
(%)
The Company
The Company
The Company
The Company
The Company
Stock:
Cheng Loong
Corporation stock
Gemtech
Optoelectronics
Corp. stock
Cheng Loong
investment Co.,
Ltd. stock
Shin Loong
Lifecare Corp.
stock
Yueh Loong Co.,
Ltd. stock
Cheng Loong
is the corporate
director of the
Company
The same
chairman of
the Board with
Cheng Loong
-
-
-

Non current financial
assets at fair value
through other
comprehensive
income
Non current financial
assets at fair value
through other
comprehensive
income
Non current financial
assets at fair value
through other
comprehensive
income
Non current financial
assets at fair value
through other
comprehensive
income
Non current financial
assets at fair value
through other
comprehensive
income

19,376

3,644

600

350

323

683,977

72,734

29,214

2,317

5,379
1.75%
19.29%
4.62%
5.83%
10.78%
683,977
72,734
29,214
2,317
5,379

19,376

3,644

600

350

323

1.75%

19.29%

4.62%

5.83%

10.78%




147

(Continued)

64

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Name of
holder
Category and
name of
security
Relationshi
p
with
company
Account title Ending
balance
Ending
balance
Ending
balance
Highest ba
the y
lance during
ear
Note
Shares/Uni
ts (thousands)
Carrying
value
Percentage
of ownership
(%)

Fair
value
Shares/Uni
ts (thousands)
Percentag
e of
ownership
(%)
The Company
Shan Loong
Investment
Co., Ltd.



Shan Loong
Customs
Broker
Shan Loong
International
Shine Far Co., Ltd.
stock
Stocks:
Cheng Loong
Corporation stock
Shan Loong
Transportation
Co., Ltd. stock
Cheng Loong
investment Co.,
Ltd. stock
Yueh Loong Co.,
Ltd. stock
Stocks:
Cheng Loong
Corporation stock
Chung Loong
Paper Holdings
Limited

-
-
Parent
company
-
-
-
-
Non current financial
assets at fair value
through other
comprehensive
income
Non-current financial
assets at fair value
through other
comprehensive
income
Non current financial
assets at fair value
through other
comprehensive
income
Non current financial
assets at fair value
through other
comprehensive
income
Non current financial
assets at fair value
through other
comprehensive
income
Non current financial
assets at fair value
through other
comprehensive
income
Non current financial
assets at fair value
through other
comprehensive
income

270

31,819

1,353

1,200

29

7,155

3,349

13,097

1,123,200

49,401

58,362

476

252,572

204,805
0.87%
2.87%
0.99%
9.23%
0.95%
0.65%
5.00%
13,097
1,123,200
49,401
58,362
476
252,572
204,805

270

31,819

1,353

1,200

29

7,155

3,349

0.87%

2.87%

0.99%

9.23%

0.95%

0.65%

5.00%


Note 1



Note 1: The transactions have been eliminated in the consolidated financial statement.

  • (iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock: None

  • (v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None

  • (vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None

148

(Continued)

65

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100 million or 20% of the capital stock:
Name of
company
Related
party
Nature of
relationship
Transaction details Transaction details Transaction details Transaction details Transactions with terms
different from others
Transactions with terms
different from others
Notes/Trade receivables
(payable)
Notes/Trade receivables
(payable)
Note
Purchase/ Sale Amount Percentage of
total
purchases/sales
Payment
terms
Unit price Payment
terms
Ending
balance
Percentage of
total notes/trade
receivables
(payable)
The
Company
Shan Loong
Motors
Shan Loong
international
& Customs
Broker Co.,
Ltd.
Shan Loong
international
& Customs
Broker Co.,
Ltd.
Shan-Loong
Logistics Co.,
Ltd.
Cheng Loong
The
Company


Cheng Loong


Chung Ming
International
Limited

Cheng Loong
Binh Duong
Paper Co.,
Ltd
Cheng Loong is
the corporate
director of the
Company

Parent company
This Company
is the corporate
director of the
Company


Its ultimate
parent company
is the corporate
director of the
Company



Its ultimate
parent company
is the corporate
director of the
Company



Freight and gas
revenue
Revenue from
truck sales,
maintenance
and repair



Customs agent
revenue




Customs agent
revenue




Freight
transportation
revenue
(1,476,881)
(162,469)
(101,649)
(168,000)
(118,969)
(8.60)%
(29.71)%
(10.57)%
(17.47)%
(47.75)%
20-80 days
25 days
60 days
25 days
60 days
There is no
difference
to those of
the
third-party



No
difference




Accounts
receivable
250,020
Accounts
receivable
17,442
Accounts
receivable
16,168
Accounts
receivable
8,553
Accounts
receivable
17,297



32.36%


62.06%


11.15%


5.90%


56.02%
Note 1

Note 1: The transactions have been eliminated in the consolidated financial statement.

  • (viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:
Name of
company
Related-party Nature of
relationship
Ending
balance
Turnover
rate
Overdue Overdue Amounts received in
subsequent period
Loss
allowance
Amount Action taken
The Company Cheng Loong Cheng Loong is the
corporate director of
the Company



250,020

5.88

-
Accounts receivable
242,146

-

Note 1: Information as of February 28, 2022.

  • (ix) Trading in derivative instruments: None.

149

(Continued)

66

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (x) Business relationships and significant intercompany transactions:

==> picture [432 x 155] intentionally omitted <==

----- Start of picture text -----

Intercompany transactions (Note 3)
Nature of Percentage of the
No. Name of relationship Account consolidated net revenue
(Note1) Name of company counter-party (Note 2) name Amount Trading terms or total assets
1 Shan Loong The Company 2 Operating 162,469 The selling price and 0.86%
Motors revenue payment conditions
are not significantly
different from other
customers
1 Shan Loong The Company 2 Accounts 17,442 The selling price and 0.17%
Motors receivable payment conditions
are not significantly
different from other
customers
----- End of picture text -----

Note 1: The numbers filled in as follows:

  • 1 .0 represents in the Company.

  • Subsidiaries are sorted in a numerical order starting from 1.

Note 2: Relationship with the transactions labeled as follows:

  1. represents the transactions from the parent company to its subsidiaries.

  2. represents the transactions from the subsidiaries to its parent company.

  3. represents the transactions between subsidiaries.

Note 3: The transactions above have been eliminated in the consolidated financial statement.

(b) Information on investees:

The following is the information on investees (excluding information on investees in Mainland China):

(In thousands of shares) (In thousands of shares) (In thousands of shares)
Name of
investor
Name of
investee
Location Main
businesses
andproducts
Original investment amount Balance as ofending ofthe period Net income
(losses)
of investee
(Note 2)
Share of
profits
/losses of
investee
(Note 2)
Highest balance
during the year
Note
December 31,
2021
(Note 1)

December 31,
2020
(Note 1)
Shares Percentage
of
ownership

Carrying
value
(Note 1)
Shares Percentage of
ownership
The Company
The Company
The Company
The Company
The Company
Shan-Loong
International
Shan-Loong
International
Shan-Loong
Investment
Shan Loong
Customs
Broker
Shan-Loong
International
Shang Loong
Motors
Ko Loong
Industry
Long Yun
Loong De
New Taipei
City
Keelung
British Virgin
Islands
New Taipei
CIty
New Taipei
CIty
Samoa
Samoa
Investing
activities
Import and
export agent
services

Investing
activities
Truck repair,
maintenance
and sales
Synthetic
resin and
plastic
manufacturin
g
Investing
activities
Investing
activities
400,000
131,000
278,101
(USD10,047
thousand)
200,000
28,655
22,725
(USD821
thousand)
28,234
(USD1,020
thousand)

400,000

131,000

278,101
(USD10,047
thousand)

36,000

-

22,725
(USD821
thousand)
28,234
(USD1,020
thousand)

40,000

13,100


10,047

20,000
2,014

821


1,020
100.00%
100.00%
100.00%
100.00%
19.75%
100.00%
100.00%
1,200,089
410,023
611,081
216,477
71,325

57,057

60,933

(2,924)

19,384
13,174

1,938

8,029

54,079

60,933

(2,924)

15,533

2,601

40,000

13,100

10,047

20,000
2,014

821
1,020

100.00%

100.00%

100.00%

100.00%

19.75%

100.00%

100.00%
Subsidiary
company
(Note3)



-
Subsidiary
company
(Note3)

2,508,995


130,222

231,173
48,427

Investment
gains and
losses
recognized by
its parent
company

150

(Continued)

7

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

==> picture [493 x 38] intentionally omitted <==

----- Start of picture text -----

Loong De Shan-Loong Vietnam Warehousing 28,234 28,234 - 51.00% 48,451 15,742 〃 - 51.00% 〃
Logistics Co., , freight (USD1,020 (USD1,020
Ltd. transportatio thousand) thousand)
n and related
agent
----- End of picture text -----

Note 1: The amounts of New Taiwan Dollars were exchanged by the closing rates on the reporting date. Note 2: The amounts of New Taiwan Dollars were exchanged by the average rates on the reporting date. Note 3: The transactions above have been eliminated in the consolidated financial statement.

  • (c) Information on investment in mainland China:

  • (i) The names of investees in Mainland China, the main businesses and products, and other information:

Name of
investee
Main
businesses
and
products
Total
amount
of capital
surplus
Method
of
investment
Accumulated
outflow of
investment from
Taiwan as of
beginning of
theperiod
Investment flows Investment flows Accumulated
outflow of
investment from
Taiwan as of
ending of
theperiod
Percentage
of
ownership
Highest
percentage
of
ownership
Net income
(losses)
of the
investee
(Note 6)
Investmen
t
income
(losses)
(Note 6)
Book
value
(Note 5)
Accumulated
remittance
of earnings
in
current
period
Outflow Inflow
(Note 5)
Shanghai
Chung Loong
Paper Co., Ltd.
(Shanghai
Chung Loong)
Shanghai Shan
Tong
Loong Fu
Paper (Kunsan)
Co., Ltd.
Cheng Loong
(Gwangtung)
Paper Co., Ltd.
Zhangzhou
Cheng Loong
Paper Co., Ltd.
Qingdao Chung
Loong Paper
Co., Ltd.
Tianjin Chung
Loong Paper
Co., Ltd.
Suzhou Cheng
Loong Paper
Co., Ltd.
Chong Qing
Cheng Loong
Paper Co., Ltd.




Corrugated
medium and kraft
linerboard

Warehousing,
freight
transportation and
related agent


Corrugated paper
boxes, cardboard
and paper products


Cardboard, paper
boxes, paper
products and
packing
decoration
printing


Cardboard, paper
boxes and paper
products

Cardboard, paper
boxes and paper
products


Corrugated
cardboard, paper
boxes, paper
pallets and paper
products


Cardboard


Corrugated,
cardboard,
corrugated boxes,
display boxes,
paper pallets and
paper products


(Note 8)



21,720
(RMB5,000
thousand)
(Note 7)


276,800
(USD10,000
thousand)





858,080
(USD31,000
thousand)


353,750
(USD12,780
thousand)


(Note 8)




(Note 8)
512,080
(USD18,500
thousand)





373,680
(USD13,500
thousand)
(Note1)

(Note1)

(Note1)

(Note1)

(Note1)
(Note1)
(Note-)

(Note1)

(Note1)
160,046
(USD 5,782
thousand)
40,721
(USD812
thousand and
RMB4,200
thousand)
30,863
(USD1,115
thousand)
23,500
(USD849
thousand)
17,660
(USD638
thousand)
4,152
(USD150
thousand)
13,868
(USD501
thousand)
4,844
(USD175
thousand)
4,678
(USD169
thousand)


-




-


-


-


-


-


-


-


-
-
-
-
-
-
-
-
-
-
160,046
(USD 5,782
thousand)
40,721
(USD812
thousand and
RMB4,200
thousand)
30,863
(USD1,115
thousand)
23,500
(USD849
thousand)
17,660
(USD638
thousand)
4,152
(USD150
thousand)
13,868
(USD501
thousand)
4,844
(USD175
thousand)
4,678
(USD169
thousand)

-%



60.00%

5.00%

5.00%

5.00%

-%

-%

5.00%

5.00%
-%
60.00%
5.00%
5.00%
5.00%
-%
-%
5.00%
5.00%
-
3,348
(Note 4)
(Note 4)
(Note 4)
-
-
(Note 4)
(Note 4)
-

2,009
(Note 4)
(Note 4)
(Note 4)
-
-
(Note 4)
(Note 4)
-

231,183
(Note 4)
(Note 4)
(Note 4)
-
-
(Note 4)
(Note 4)
-

-
-
-
-
-
-
-
-

151

(Continued)

68

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

==> picture [488 x 203] intentionally omitted <==

----- Start of picture text -----

Chengdu Corrugated 111,993 (Note1) 3,460 - - 3,460 5.00% 5.00% (Note 4) (Note 4) (Note 4) -
Cheng Loong cardboard, paper (USD4,046 (USD125 (USD125
Packing boxes, paper thousand) thousand) thousand)
Products Co., pallets and paper
Ltd. products
Henan Cheng Corrugated 276,523 (Note1) 11,598 - - 11,598 5.00% 5.00% (Note 4) (Note 4) (Note 4) -
Loong Packing cardboard and (USD9,990 (USD419 (USD419
Products Co., packaging thousand) thousand) thousand)
Ltd. products
(ii) Limitation on investment in Mainland China:
Investment Amounts Authorized
Accumulated Investment in Mainland by Investment Commission,
China as of December 31, 2021 MOEA Upper Limit on Investment
315,390 315,390 3,153,666
(USD10,735 thousand and RMB4,200 (USD10,735 thousand and
thousand) RMB4,200 thousand)
----- End of picture text -----

Note1: Indirectly investment in Mainland China through companies registered in the third region. Note2: The amounts of New Taiwan Dollars were exchanged by the rates at the reporting date. Note3: The recognition of investment profit and loss of Shanghai Shan Tong was based on the financial report which was reviewed by Taiwan accountants. The remaining invested companies did not use the equity method to invest, so there was no profit or loss recognized in this period.

Note4: Indirectly investment in Mainland China through Chung Loong Paper Holdings Limited. Note5: The amounts of New Taiwan Dollars were exchange by the closing rates on the reporting date. Note6: The amounts of New Taiwan Dollars were exchange by the average rates on the reporting date. Note7: Shanghai Shan Tong performed capital reduction RMB32,000 thousand in 2018, and Shan Loong International received capital reduction RMB19,200 thousand. As of the reporting date, the funds have not come back to Taiwan yet.

Note8: Indirectly investment in Mainland China through Chung Loong Paper Holdings Limited. These companies had been disposed in previous years. As of the reporting date, the investment amounts have not been repatriated yet.

  • (iii) Significant transactions: None

  • (d) Major shareholders:

Unit: shares

Unit: shares
Shareholding
Shareholder’s Name
Shares Percentage
Cheng Loong Corporation 12,690,010
9.24%
CTBC comprehensive trust account for employees of
Shan-Loong Transportation
8,602,899
6.26%
Shine Far Co., Ltd. 8,367,944
6.09%

152

(Continued)

69

SHAN-LOONG TRANSPORTATION CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(14) Segment information:

  • (a) General information

The Group has two reportable segments: freight segment and gas station segment. The reportable segments are the Group’s strategic divisions. They offer different products and services, and are managed separately because they require different marketing strategies. Operating results of the operating segment are regularly reviewed by the Group’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance.

  • (i) Segment revenues included revenues from external customers and revenues from intersegment sales and transfers, which is pricing based on the market value.

  • (ii) Operating segment profit or loss is measured based on profit or loss before tax and used as the basis for performance evaluation.

  • (iii) The accounting policies of the operating segments are the same as those described in the significant accounting policies as stated in note (4).

  • (b) Information about reportable segments and their measurement and reconciliation

The Group’s operation segment information and reconciliation are as follows:

Revenues:
Revenues from external customers
Intersegment revenues
Total revenues
Reportable segment profit (loss)
Depreciation
Reportable segment assets
Revenues:
Revenues from external customers
Intersegment revenues
Total revenues
Reportable segment profit (loss)
Depreciation
Reportable segment assets
2021 Total
18,812,163

-
Freight
segment
$ 3,898,205
-
Gas station
segment

13,155,382
249,420
Others

1,758,576

183,750
Reconciliation
and elimination

-

(433,170)
$
3,898,205


13,404,802



1,942,326



(433,170)


18,812,163

$
194,089



376,449



154,234



(210,705)



514,067

$
189,889



228,189



74,427



(1,482)



491,023



2020



$
10,353,197
Freight
segment
$ 3,861,301
-
Gas station
segment

10,534,961
200,937
Others

1,559,238

104,367
Reconciliation
and elimination
Total
15,955,500

-

-

(305,304)
$
3,861,301


10,735,898



1,663,605



(305,304)


15,955,500

$
268,457



234,888



100,801



(141,005)



463,141

$
202,196



221,326



69,431



-


492,953



$
10,042,999

153

(Continued)

3

(c) Geographic information

In presenting information on the basis of geography, segment revenue is based on the geographical location of customers and segment assets are based on the geographical location of the assets.

(i) Revenue from external customers:

Geographical information
Taiwan
China
Vietnam
2021
$ 18,563,000
8
249,155
2020

15,689,572

37,213
228,715

$
18,812,163

15,955,500
  • (ii) Non-current asset:
Geographical information
Taiwan
China
Vietnam
December 31,
2021
$ 4,919,031
1,457
10,829
December 31,
2020

5,252,836

852
11,968

$
4,931,317

5,265,656

Non-current assets include property, plant and equipment, right-of-use assets, intangible assets and other assets, excluding financial instruments and deferred tax assets.

(d) Information about major customers

The revenues from transactions with a single external customer amount to 10 percent or more of the operating revenues in the consolidated statements of comprehensive income for the years ended December 31, 2021 and 2020, are as follows:

A customer of freight segment and gas station segment 2021
$
2,004,040
2020
1,817,126

154

3

V. The Parent Company-only Financial Statements for the Most Recent Fiscal Year, Certified by the

CPA

Independent Auditors’ Report

To the Board of Directors of Shan-Loong Transportation Co., Ltd.:

Opinion

We have audited the financial statements of Shan-Loong Transportation Co., Ltd. (“the Company”), which comprise the balance sheets as of December 31, 2021 and 2020, the statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters we judged shall be presented in the financial report as follows:

1. Revenue recognition

Please refer to note (4)(n) of the financial statements for the accounting policy of revenue recognition. Information regarding the revenue are shown in note (6)(p) of the financial statements.

Description of key audit matter:

The main activities of the Company include freight transportation, container trucking, truck repair and maintenance, and gas station. Revenue recognition is one of the significant matters of the financial statements. The amounts and changes of sales revenue may affect the users' understanding of the entire financial statements. Therefore, the revenue recognition test is one of the significant assessment items in our audit procedures.

155

3-1

Audit Procedures:

Our main audit procedures for the aforementioned key audit matters include testing the Company's controls surrounding revenue recognition in the sale and receipt cycle, including reconciliations between the general ledger and sales system; performing the detailed test of relevant vouchers, as well as assessing whether the Company’s timing on revenue recognition and the amounts recognized are in accordance with the related standards.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting. Unless management either intends to liquidate the Company or to cease its operations, there is no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

156

3-2

  1. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  2. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  3. Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period 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 Jui-Lan Lo and Yiu-Kwan Au.

KPMG

Taipei, Taiwan (Republic of China) March 7, 2022

Notes to Readers

The accompanying financial statements are intended only to present the financial position, financial performance, and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’audit report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and financial statements, the Chinese version shall prevail.

157

4

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) SHAN-LOONG TRANSPORTATION CO., LTD.

Balance Sheets

December 31, 2021 and 2020

(expressed in thousands of New Taiwan Dollars)

December 31, 2021
Assets
Amount
%
Current assets:
1100 Cash and cash equivalents (note (6)(a))
$ 513,998
5
1170 Notes and accounts receivable, net (note (6)(c))
520,683
5
1180
Notes and accounts receivable due from related parties, net (notes (6)(c)
and (7))
251,985
3
1476 Other current financial assets (notes (6)(d) and (7))
28,350
-
1300 Inventories, net (note (6)(e))
209,587
2
1470 Other current assets
39,624
1

1,564,227
16
Non-current assets:
1517 Non-current financial assets at fair value through other comprehensive
income (note (6)(b))
806,718
8
1550 Investments accounted for using the equity method, net (note (6)(f))
2,508,995
26
1600 Property, plant and equipment (notes (6)(g)、(7) and (8))
3,577,741
36
1755
Right-of-use assets (note (6)(h))
1,067,859
11
1840
Deferred income tax assets (note (6)(m))
36,360
-
1990
Other non-current assets (note (8))
232,129
3

8,229,802
84
Total assets
$
9,794,029
100
December 31, 2020
Amount
%
377,475
4
445,160
5
255,593
3
28,192
-
184,618
2
38,475
-
1,329,513
14
816,536
8
2,220,372
23
3,706,229
39
1,305,262
14
38,002
-
210,134
2
8,296,535
86
9,626,048
100
December 31, 2020
Amount
%
377,475
4
445,160
5
255,593
3
28,192
-
184,618
2
38,475
-
1,329,513
14
816,536
8
2,220,372
23
3,706,229
39
1,305,262
14
38,002
-
210,134
2
8,296,535
86
9,626,048
100

8,296,535

9,626,048
Liabilities and Equity
Current liabilities:
2150
Notes and accounts payable (note (7))
2200
Other payables (note (7))
2230
Current income tax liabilities
2280
Current lease liabilities (notes (6)(k) and (7))
2130
Current contract liabilities (note (p))
2250
Provisions
2300
Other current liabilities
2320
Long-term borrowings, current portion (note (6)(j))

Non-current liabilities:
2540
Long-term borrowings (note (6)(j))
2570
Deferred income tax liabilities (note (6)(m))
2580
Non-current lease liabilities (notes (6)(k) and (7))
2640
Non-current net defined benefit liability (note (6)(l))
2645
Guarantee deposits received

Total liabilities
Equity:(note (6)(n))
3100
Ordinary shares
3200
Capital surplus
3300
Retained earnings
3400
Other equity
3500
Treasury shares
Total equity
Total liabilities and equity
December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021
Amount % Amount
$ 1,449,850
420,053
32,647
206,661
21,594
18,863
5,338
1,047,651

15

4

-

2

-

-

-

11

32

3

1

9

1

-

14

46

14

6

20

14

-

54

100
1,314,377
394,695
62,512
231,817
13,286
25,992
2,511
150,000

3,202,657

2,195,190

227,049
105,780
885,136
100,185
17,112

1,024,700
113,495
1,094,694
96,105
15,676

1,335,262

2,344,670

4,537,919

4,539,860

1,372,818
583,359
1,944,149
1,387,647
(31,863)

1,372,818
580,381
1,790,142
1,374,710
(31,863)

5,256,110

5,086,188

$
9,794,029

9,626,048

158

See accompanying notes to financial statements.

5

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) SHAN-LOONG TRANSPORTATION CO., LTD.

Statement of Comprehensive Income

For the years ended December 31, 2021 and 2020

(expressed in thousands of New Taiwan Dollars, except for earnings per share)

4000
Operating revenue(notes (6)(p) and (7))
5000
Operating costs(notes (6)(e), (6)(l), (7) and (12))
5900
Gross profit from operations
Operating expenses(notes (6)(l), (7) and (12)):
6100
Selling expenses
6200
Administrative expenses
6450
Expected credit losses (gains)
6900
Net operating income
Non-operating income and expenses:
7010
Other income (note (7))
7020
Other gains and losses, net (note (6)(k))
7050
Finance costs (notes (6)(k) and (7))
7100
Interest income
7130
Dividend income
7210
Gains (losses) on disposals of property, plant and equipment (note (7))
7375
Shares of profit (loss) of subsidiaries, associates and joint ventures accounted for using the equity
method
7590
Miscellaneous disbursements
7900
Profit before tax
7950
Less: Income tax expenses(note (6)(m))
8200
Profit
8300
Other comprehensive income:
8310
Items that may not be reclassified subsequently to profit or loss:
8311
Gains (losses) on remeasurements of defined benefit plans (note (6)(l))
8316
Unrealized gains (losses) from investments in equity instruments measured at fair value through
other comprehensive income
8330
Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures
accounted for using the equity method, components of other comprehensive income that will not
be reclassified to profit or loss
8349
Income tax related to components of other comprehensive income that will not be reclassified to
profit or loss (note (6)(m))
8360
Items that may be reclassified subsequently to profit or loss:
8361
Exchange differences on translation of foreign financial statements
8399
Income tax related to components of other comprehensive income that may be reclassified to profit
or loss (note (6)(m))
8300
Other comprehensive income (loss)
8500
Total comprehensive income
Earnings per share(note (6)(o))
9750
Basic earnings per share
9850
Diluted earnings per share
2021 %

100

90

10

3

5
-

8

2

-

-

-

-

-

-

1

-

1

3

-

3

-

-

-

-

-

-

-

-

-

3
3.06
2020 %
100
89
11
4
5
-
9
2
-
-
-
-
-
-
1
-
1
3
-
3
-
2
4
-
6
-
-
-
6
9
2.73
Amount
$ 17,237,755
15,572,968
Amount
15,076,884
13,415,428

1,664,787

1,661,456

543,308
828,483
-

540,940
794,530
-
1,371,791 1,335,470

292,996

325,986

64,601
3,267
(30,488)
1,853
34,877
283
130,222
(14,612)

55,633
134
(32,359)
1,954
23,791
(7,376)
85,346
(15,203)

190,003

111,920

482,999
67,492

437,906
66,572

415,507

371,334

(5,890)
59,284
(8,647)
(7,418)

(13,406)
339,770
645,775
35,416

52,165

936,723

1,615
323

1,940
388
1,292 1,552

53,457

938,275

$
468,964

1,309,609

$
$ 3.04 2.72

159

See accompanying notes to financial statements.

6

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) SHAN-LOONG TRANSPORTATION CO., LTD.

Statement of Changes in Equity

For the years ended December 31, 2021 and 2020

(expressed in thousands of New Taiwan Dollars)

Other equity
Retained earnings
Exchange
differences on
translation of
Unrealized
gains
(losses) on
financial assets
measured at fair
value
Ordinary
shares
Capital
surplus
Legal
reserve
Unappropriat
ed retained
earnings
Total
retained
earnings
foreign
financial
statements
through other
comprehensive
income
Total other
equity
Treasury
shares
Total
equity
Balance on January 1, 2020
$ 1,372,818
577,945
415,917
1,260,723
1,676,640
(24,781)
450,491
425,710
(31,863)
4,021,250
Appropriation and distribution of retained earnings:
Legal reserve appropriated
-
-
29,096
(29,096)
-
-
-
-
-
-
Cash dividends on ordinary share
-
-
-
(247,107)
(247,107)
-
-
-
-
(247,107)
-
-
29,096
(276,203)
(247,107)
-
-
-
-
(247,107)
Profit (loss) for the year ended December 31, 2020
-
-
-
371,334
371,334
-
-
-
-
371,334
Other comprehensive income (loss) for the year ended December 31, 2020
-
-
-
(10,725)
(10,725)
1,552
947,448
949,000
-
938,275
Total comprehensive income (loss) for the year ended December 31, 2020
-
-
-
360,609
360,609
1,552
947,448
949,000
-
1,309,609
Adjustments of capital surplus for the Company's cash dividends received
by subsidiaries
-
2,436
-
-
-
-
-
-
-
2,436
Balance on December 31, 2020
1,372,818
580,381
445,013
1,345,129
1,790,142
(23,229)
1,397,939
1,374,710
(31,863)
5,086,188
Appropriation and distribution of retained earnings:
Legal reserve appropriated
-
-
36,061
(36,061)
-
-
-
-
-
-
Cash dividends on ordinary share
-
-
-
(302,020)
(302,020)
-
-
-
-
(302,020)
-
-
36,061
(338,081)
(302,020)
-
-
-
-
(302,020)
Profit (loss) for the year ended December 31, 2021
-
-
-
415,507
415,507
-
-
-
-
415,507
Other comprehensive income (loss) for the year ended December 31, 2021
-
-
-
(4,712)
(4,712)
1,292
56,877
58,169
-
53,457
Total comprehensive income (loss) for the year ended December 31, 2021
-
-
-
410,795
410,795
1,292
56,877
58,169
-
468,964
Adjustments of capital surplus for the Company's cash dividends received
by subsidiaries
-
2,978
-
-
-
-
-
-
-
2,978
Disposal of investments in equity instruments designated at fair value
through other comprehensive income
-
-
-
45,232
45,232
-
(45,232)
(45,232)
-
-
Balance on December 31, 2021
$
1,372,818
583,359
481,074
1,463,075
1,944,149
(21,937)
1,409,584
1,387,647
(31,863)
5,256,110
Ordinary
shares
Capital
surplus
Retained earnings Retained earnings Other equity Treasury
shares
Total
equity
Exchange
differences on
translation of
foreign
financial
statements
Unrealized
gains
(losses) on
financial assets
measured at fair
value
through other
comprehensive
income


Total other
equity
Legal
reserve
Unappropriat
ed retained
earnings
Total
retained
earnings
$ 1,372,818
577,945
415,917
1,260,723
1,676,640
(24,781)
450,491
425,710
(31,863)
4,021,250










-
-
29,096
(29,096)
-
-
-
-
-
-
-
-
-
(247,107)
(247,107)
-
-
-
-
(247,107)



-
-
29,096
(276,203)
(247,107)
-
-
-
-
(247,107)








-
2,978
-
-
-
-
-
-
-
2,978


-
-
-
45,232
45,232
-
(45,232)
(45,232)
-
-




$
1,372,818
583,359
481,074
1,463,075
1,944,149
(21,937)
1,409,584
1,387,647
(31,863)
5,256,110

160

See accompanying notes to financial statements.

7

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) SHAN-LOONG TRANSPORTATION CO., LTD.

Statement of Cash Flows

For the years ended December 31, 2021 and 2020

(expressed in thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Net profit on financial assets or liabilities at fair value through profit or loss
Interest expense
Interest income
Dividend income
Share of profit of subsidiaries, associates and joint ventures accounted for using the equity method
Loss (gain) on disposal of property, plant and equipment and others
Changes in operating assets and liabilities:
Decrease (increase) in financial assets mandatorily measured at fair value through profit or loss
Decrease (increase) in notes and accounts receivable
Decrease (increase) in inventories
Decrease (increase) in other current financial assets
Decrease (increase) in other current assets
Increase (decrease) in notes and accounts payable
Increase (decrease) in contract liabilities
Increase (decrease) in provisions
Increase (decrease) in other payables and other current liabilities
Increase (decrease) in net defined benefit liabilities
Total adjustments
Cash inflow (outflow) generated from (used in) operations
Dividends received
Interest paid
Interest received
Income taxes paid
Net cash flows from (used in) operating activities
Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Acquisition of investments accounted for using the equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Net cash flows from (used in) investing activities
Cash flows from (used in) financing activities:
Proceeds from long-term borrowings
Repayments of long-term borrowings
Increase (decrease) in guarantee deposits received
Payment of lease liabilities
Cash dividends paid
Net cash flows from (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2021
$ 482,999
2020
437,906

483,523
-
30,488
(1,853)
(34,877)
(130,222)
(6,566)


485,116
(165)

32,359

(1,954)

(23,791)

(85,346)
7,367

340,493

413,586

-
(71,915)
(24,969)
2,257
(8,988)
135,473
8,308
(7,129)
28,185
(1,810)

300,210

38,026

7,614

(14,816)

46,064

(165,101)

460

12,897

60,755
(20,059)

59,412

266,050

399,905

679,636

882,904
116,078
(30,488)
1,853
(86,070)


1,117,542

83,747

(32,359)

1,954
(15,700)

884,277

1,155,184

(7,672)
(164,000)
(216,776)
86,025
(14,389)


-

(36,000)

(512,351)

12,264
5,159

(316,812)

(530,928)

200,000
(100,000)
1,436
(230,358)
(302,020)


949,000

(989,300)

475

(225,309)
(247,107)

(430,942)

(512,241)

136,523
377,475


112,015
265,460

$
513,998

377,475

161

See accompanying notes to financial statements.

8

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

For the years ended December 31, 2021 and 2020

(Expressed in thousands of New Taiwan Dollars, Unless Otherwise Specified)

(1) Company history

Shan-loong Transportation Co., Ltd. (the “Company”) was incorporated in April 6, 1976 as a company limited by shares and registered under the Ministry of Economic Affairs, R.O.C. The address of the Company’s registered office is 1F, No. 1-2, Sec. 1, Minsheng Rd., Banqiao Dist., New Taipei City. The major business activities of the Company are freight transportation, container trucking, truck repair and maintenance, and gas station, etc.

(2) Approval date and procedures of the financial statements

These financial statements were authorized for issue by the Board of Directors on March 7, 2022.

(3) New standards, amendments and interpretations adopted:

  • (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. which have already been adopted.

The Company has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from January 1, 2021:

  • Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”

  • Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform— Phase 2”

  • Amendments to IFRS 16 “Covid-19-Related Rent Concessions beyond June 30, 2021”

  • (b) The impact of IFRS issued by the FSC but not yet effective

The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2022, would not have a significant impact on its financial statements:

  • Amendments to IAS 16 “Property, Plant and Equipment - Proceeds before Intended Use”

  • Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a Contract”

  • Annual Improvements to IFRS Standards 2018–2020

  • Amendments to IFRS 3 “Reference to the Conceptual Framework”

162

(Continued)

9

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

  • (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC

The Company does not expect the following new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its financial statements:

  • 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” and amendments to IFRS 17 “ Insurance Contracts”

  • Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”

  • Amendments to IAS 1 “Disclosure of Accounting Policies”

  • Amendments to IAS 8 “Definition of Accounting Estimates”

  • Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”

(4) Summary of significant accounting policies:

The significant accounting policies presented in the financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the parent-company-only financial statements.

  • (a) Statement of compliance

These financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • (b) Basis of preparation

  • (i) Basis of measurement Except for the following significant accounts, the financial statements have been prepared on a historical cost basis:

    • 1) Financial instruments at fair value through profit or loss are measured at fair value;

    • 2) Financial assets at fair value through other comprehensive income are measured at fair value; and

    • 3) The defined benefit liabilities (assets) are measured at fair value of the plan assets less the present value of the defined benefit obligation, limited as explained in note (4)(p).

  • (ii) Functional and presentation currency

    • The functional currency of the Company is determined based on the primary economic environment in which the Company operates. The financial statements are presented in New Taiwan Dollar, which is the Company’s functional currency. All financial information presented in New Taiwan Dollar has been rounded to the nearest thousand.

163

(Continued)

10

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

(c) Foreign currencies

(i) Foreign currency transaction

Transactions in foreign currencies are translated into the respective functional currencies of the Company at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of translation. Exchange differences are recognized in profit or loss except for an investment in equity securities designated as at fair value through other comprehensive income, which are recognized in other comprehensive income.

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Company disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.

  • (d) Classification of current and non-current assets and liabilities

An asset is classified as current under one of the following criteria, and all other assets are classified as non-current.

  • (i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is expected to be realized within twelve months after the reporting period; or

  • (iv) The asset is cash or a cash equivalent (as defined in IAS 7) unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

164

(Continued)

11

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current.

  • (i) It is expected to be settled in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is due to be settled within twelve months after the reporting period; or

  • (iv) The Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.

  • (e) Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

Bank overdrafts that are repayable on demand and form an integral part of the Company’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

(f) Financial instruments

Accounts receivable and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

  • (i) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

  • 1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

165

(Continued)

12

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

  • ‧it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ‧its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • 2) Fair value through other comprehensive income (FVOCI)

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

  • ‧its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.

Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss.

Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

Dividend income is recognized in profit or loss on the date on which the Company’s right to receive payment is established.

  • 3) Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

166

(Continued)

13

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

4) Business model assessment

The Company makes an assessment of the objective of the business model in which a financial asset is held at portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

  • ‧the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets;

  • ‧how the performance of the portfolio is evaluated and reported to the Company’s management;

  • ‧the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

  • ‧the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, and are consistent with the Company’s continuing recognition of the assets.

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

  • 5) Assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial assets on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs, as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Company considers:

  • ‧contingent events that would change the amount or timing of cash flows;

  • ‧terms that may adjust the contractual coupon rate, including variable rate features;

167

(Continued)

14

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

  • ‧prepayment and extension features; and

  • ‧terms that limit the Company’s claim to cash flows from specified assets (e.g. non-recourse features)

6) Impairment of financial assets

The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, notes and accounts receivable, other receivables, guarantee deposit paid and other financial assets), and contract assets.

The Company measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:

  • ‧bank balances and other receivables for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for accounts receivable and contract assets are always measured at an amount equal to lifetime ECL.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company’s historical experience and informed credit assessment as well as forward-looking information.

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 60 days past due.

The Company considers a financial asset to be in default when the financial asset is more than 90 days past due or the debtor is unlikely to pay its credit obligations to the Company in full.

The Company considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of ‘investment grade which is considered to be BBB- or higher per Standard & Poor’s, Baa3 or higher per Moody’s or twA or higher per Taiwan Ratings’. The counterparties of the time deposits held by the Company are the financial institutions with investment grade credit ratings. Therefore, the credit risk is considered to be low.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

168

(Continued)

15

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

At each reporting date, the Company assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data:

  • ‧significant financial difficulty of the borrower or issuer;

  • ‧a breach of contract such as a default or being overdue;

  • ‧the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;

  • ‧it is probable that the borrower will enter bankruptcy or other financial reorganization; or

  • ‧the disappearance of an active market for a security because of financial difficulties.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.

7) Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

169

(Continued)

16

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

The Company enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

  • (ii) Financial liabilities and equity instruments

  • 1) Classification of debt or equity

Debt and equity instruments issued by the Company are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

  • 2) Equity instrument

An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.

  • 3) Treasury shares

When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is recognized in capital surplus or retained earnings (if the capital surplus is not sufficient to be written down).

  • 4) Compound financial instruments

Compound financial instruments issued by the Company comprise convertible bonds that can be converted to ordinary shares at the option of the holder, when the number of shares to be issued is fixed and does not vary with changes in fair value.

The liability component of compound financial instruments is initially recognized at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognized at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not remeasured.

Interest related to the financial liability is recognized in profit or loss. On conversion at maturity, the financial liability is reclassified to equity and no gain or loss is recognized.

170

(Continued)

17

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

5) Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

6) Derecognition of financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

  • 7) Offsetting of financial assets and liabilities

Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

(g) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is calculated using the weighted average method, and includes other costs incurred in bringing them to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

  • (h) Investment in associates

Associates are those entities in which the Company has significant influence, but not control or joint control, over their financial and operating policies.

Investments in associates are accounted for using the equity method and are recognized initially at cost, whose investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition, less any accumulated impairment losses.

The parent-company-only financial statements include the Company’s share of the profit or loss and other comprehensive income of the associates, after adjustments, in order to be consistent with the Company’s accounting policies, from the date on which significant influence commences until the date on which significant influence ceases.

171

(Continued)

18

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

Gains and losses resulting from transactions between the Company and its associate are recognized only to the unrelated Company’s interests in the associate. When the Company’s share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.

(i) Investment in subsidiaries

When preparing the parent-company-only financial statements, investment in subsidiaries which are controlled by the Company is accounted for using the equity method. Under the equity method, the amounts of net income, other comprehensive income and equity attributable to shareholders of the Company in the parent-company-only financial statements are equal to those in the consolidated financial statements.

Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

(j) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

(ii) Subsequent expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

  • (iii) Depreciation

Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land is not depreciated.

172

(Continued)

19

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

  • 1) Buildings: 31~56 years

  • 2) Building improvements: 1~27 years

  • 3) Gasoline equipment: 1~21 years

  • 4) Transportation equipment: 5~19 years

  • 5) Miscellaneous equipment: 1~21 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

  • (k) Lease

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

  • (i) As a lessee

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • 1) fixed payments, including in-substance fixed payments;

  • 2) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

173

(Continued)

20

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • 1) there is a change in future lease payments arising from the change in an index or rate; or

  • 2) there is a change of its assessment on whether it will exercise an extension or termination option; or

  • 3) there is any lease modifications

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Company presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

As a practical expedient, the Company elects not to assess whether all rent concessions that meets all the following conditions are lease modifications or not:

  • 1) the rent concessions occurring as a direct consequence of the covid-19 pandemic;

  • 2) the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change;

  • 3) any reduction in lease payments affects only those payments originally due on, or before, June 30, 2021; and

  • 4) there is no substantive change into other terms and conditions of the lease.

In accordance with the practical expedient, the effect of the change in the lease liability is reflected in profit or loss in the period in which the event or condition that triggers the rent concession occurs.

174

(Continued)

21

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

(ii) As a lessor

When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease. If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease.

(l) Impairment of non-financial assets

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units (CGUs). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

175

(Continued)

22

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

(m) Provisions

A provision is recognized if, as a result of a past event, the Company has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.

In accordance with the Company’s applicable legal requirements, a provision for site restoration in respect of contaminated land and the related expense are recognized when the land is contaminated.

(n) Revenue recognition

  • (i) Revenue from contracts with customers

Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Company’s main types of revenue are explained below.

1) Sale of goods

The Company sells gas to clients and consumers. The Company recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products.

A receivable is recognized when the goods are delivered as this is the point in time that the Company has a right to an amount of consideration that is unconditional.

  • 2) Truck repair and freight transportation services

The Company provides truck repair and freight transportation services. Revenue from providing services is recognized in the accounting period in which the services are rendered.

  • 3) Financing components

The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.

(o) Government grants

The government grants are recognized as a deduction of the cost of assets if there is reasonable assurance that they will be received and the Company will comply with the conditions associated with the grant; they are then recognized in profit of loss over the life of a depreciable asset as a reduced depreciation expense.

176

(Continued)

23

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

(p) Employee benefits

  • (i) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided.

(ii) Defined benefit plans

The Company’s net obligation in respect of defined benefit plans is calculated by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

(iii) Termination benefits

Termination benefits are expensed at the earlier of when the Company can no longer withdraw the offer of those benefits and when the Company recognizes costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.

  • (iv) Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

177

(Continued)

24

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

  • (q) Income taxes

Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.

The Company has determined that interest and penalties related to income taxes, including uncertain tax treatment, do not meet the definition of income taxes, and therefore accounted for them under IAS37.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:

  • (i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;

  • (ii) temporary differences related to investments in subsidiaries and joint arrangements and it is probable that they will not reverse in the foreseeable future; and

  • (iii) taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date, and reflect uncertainty related to income taxes, if any.

Deferred tax assets and liabilities are offset if the following criteria are met:

  • (i) the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and

  • (ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

178

(Continued)

25

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

  • 1) the same taxable entity; or

  • 2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

  • (r) Earnings per share

The Company discloses the Company’s basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares, such as employee compensation and convertible bonds.

(s) Operating segments

The operating segment information is disclosed in the consolidated financial statements. Therefore, the Company will not disclose the operating segment information in the parent-company-only financial statements.

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:

In preparing these parent-company-only financial statements, management has made judgments, estimates and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.

The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.

There are no critical judgments in applying accounting policies that have significant effects on the amounts recognized in the financial statements.

Furthermore, there are no assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

(6) Explanation of significant accounts:

  • (a) Cash and cash equivalents
Cash on hand
Checking accounts and demand deposits
December
31, 2021
$ 6,674
507,324
December
31, 2020

6,012
371,463

$
513,998

377,475

Please refer to note (6)(r) for the interest rate risk and sensitivity analysis of the financial assets of the Company.

179

(Continued)

26

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

  • (b) Financial assets at fair value through other comprehensive income
Equity investments at fair value through other comprehensive
income:
Stocks listed on domestic markets
Stocks unlisted on domestic markets
December
31, 2021
$ 683,977
122,741
December
31, 2020

658,788
157,748

$
806,718

816,536
  • (i) The Company designated the investments shown above as equity securities at fair value through other comprehensive income because these equity securities represent those investments that the Company intends to hold for long-term strategic purposes.

  • (ii) In April, 2021, the Company acquired some part of shares of Ko Loong Industry Co., Ltd. (Ko Loong), and the percentage of ownership increased to 19.75%. The Company assessed that it had significant influence over Ko Loong. Therefore, the Company derecognized the assets, which were accounted for under the financial assets measured at fair value through other comprehensive income, at the fair value amounted to $76,774. The gain on disposal of the investments amounting to $45,232 was transferred to retained earnings from other equity. There were no disposals of strategic investments and transfers of any cumulative gain or loss within equity relating to these investments as of for the year ended December 31, 2020.

(iii) For market risk of the Company, please refer to note (6)(r).

  • (iv) The Company had not been pledged any financial assets as collateral for its borrowings.

  • (c) Notes and accounts receivable (including related parties)

Notes receivable
Accounts receivable
Less: allowance for impairment
Notes and accounts receivable, net
Notes and accounts receivable due from related parties, net
December
31, 2021
$ 34,899
740,262
December
31, 2020

27,822
675,424


775,161
(2,493)


703,246
(2,493)

$
772,668

700,753

$
520,683

445,160

$
251,985

255,593

180

(Continued)

27

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

The Company applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, notes and accounts receivables have been grouped based on shared credit risk characteristics and the days past due, as well as the incorporated forward-looking information, including the reasonable prediction of historical credit loss experience and the future economic situation. As of December 31, 2021 and 2020, the loss allowance provisions were determined as follows:

Aging under 60 days
Aging 61~90 days
Aging 91~120 days
Aging 121~150 days
Aging 151~180 days
Aging 181~365 days
Aging over 365 days
December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021 Loss
allowance
provision
-
76
124
-
-
2,145
88
Gross carrying amount
Notes
receivable
Accounts
receivable
$ 26,878
735,679
5,533
2,114
2,488
-
-
-
-
-
-
2,381
-
88
$
34,899
740,262
Weighted-average loss rate
Notes
receivable
Notes
receivable
-%
1%
5%
10%
10%
10%
100%
Accounts
receivable
$ 26,878
5,533
2,488
-
-
-
-
$
34,899
-%
1%
60%
60%
80%
90%
100%
740,262 2,433
Aging under 60 days
Aging 61~90 days
Aging 91~120 days
Aging 121~150 days
Aging 151~180 days
Aging 181~365 days
Aging over 365 days
December 31, 2020 December 31, 2020 December 31, 2020 December 31, 2020 December 31, 2020 Loss
allowance
provision
-
79
99
57
1,481
513
88
Gross carrying amount
Notes
receivable
Accounts
receivable
$ 17,442
671,143
7,821
111
1,984
-
575
-
-
1,851
-
2,231
-
88
$
27,822
675,424
Weighted-average loss rate
Notes
receivable
Notes
receivable
Accounts
receivable
$ 17,442
7,821
1,984
575
-
-
-
$
27,822
-%
1%
5%
10%
10%
10%
100%
-%
1%
60%
60%
80%
90%
100%
675,424 2,317

The movements in the allowance for notes and accounts receivable were as follows:

Balance on January 1 (same as balance on December 31)

2021
$
2,493
2020
2,493

As of December 31, 2021 and 2020, the Company did not pledge any notes and accounts receivable as collateral for its borrowings.

181

(Continued)

28

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

  • (d) Other current financial assets
Other receivables
Less: loss allowance
Refundable deposits-current
December
31, 2021
$ 39,035
(13,100)
25,935
2,415
$
28,350
December
31, 2020

41,292
(13,100)



28,192
-
28,192

For further credit risk information, please refers to note (6)(r).

  • (e) Inventories
Premium Diesel
Unleaded Gasoline #92
Unleaded Gasoline #95
Unleaded Gasoline #98
By-product and other
December
31, 2021
$ 64,801
48,328
67,696
28,427
335
December
31, 2020

52,877

44,618

58,360

28,151
612



$
209,587
184,618

The Company recognized as cost of sales amounted to $12,258,636 and $9,706,790, respectively, for the years ended December 31, 2021 and 2020.

The gain on physical inventory amounted to $40,492 and $32,082, respectively, which was recorded as cost of sales for the years ended December 31, 2021 and 2020.

As of December 31, 2021 and 2020, the Company did not pledge any inventories as collateral for its borrowings.

  • (f) Investments accounted for using the equity method

The components of investments accounted for using the equity method at the reporting date were as follows:

Subsidiaries
Associates
December 31,
2021
$ 2,437,670
71,325
$
2,508,995
December
31, 2020

2,220,372
-
2,220,372

182

(Continued)

29

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

  • (i) Subsidiaries

Please refer to the consolidated financial statements for the year ended December 31, 2021.

  • (ii) Associates

  • 1) The Company originally held certain portion of the common shares of Ko Loong, which was accounted for under the financial assets at fair value through other comprehensive income. In April 2021, the Company acquired additional shares of Ko Loong, resulting in its percentage of ownership to increase to 19.75%. Hence, the Company assessed that it had significant influence over Ko Loong, which led the Company to remeasure the fair value of its assets of the acquisition date, and account it for using the equity method.

  • 2) The Company’s financial information on investments accounted for using the equity method that are individually insignificant was as follows:

Attributable to the Company:
Profit (loss)
Other comprehensive income (loss)
Comprehensive income (loss)
2021
$ 2,601
(10,329)

$
(7,728)

(iii) As of December 31, 2021 and 2020, the Company did not provide any investment accounted for using the equity method as collateral for its loans.

  • (g) Property, plant and equipment

The movements in the property, plant and equipment of the Company were as follows:

Cost:
Balance on January 1, 2021
Additions
Disposals
Reclassifications
Balance on December 31, 2021
Balance on January 1, 2020
Additions
Disposals
Reclassifications
Balance on December 31, 2020
Land Buildings
Gasoline
equipment
Buildings
Gasoline
equipment
Transportati
on
equipment
Miscellane
ous
equipment
Unfinishe
d
construction
and
equipment
under
installation
Transportati
on
equipment
Miscellane
ous
equipment
Unfinishe
d
construction
and
equipment
under
installation
Transportati
on
equipment
Miscellane
ous
equipment
Unfinishe
d
construction
and
equipment
under
installation
**Total **
$ 2,008,967
-
-
(2,426)
$
2,006,541
$ 1,853,346
155,621
-
-
$
2,008,967
810,856
71,680
(224)
18,983
901,295
732,247
103,008
(24,399)
-
810,856
152,190
3,312
-
-
155,502
135,032
17,298
(140)
-
152,190
2,022,782
51,581
(86,218)
-
1,988,145
1,935,933
155,781
(68,932)
-
2,022,782
501,787
47,288
(118,889)
-
430,186
446,216
67,173
(11,602)
-
501,787
-
13,296
-
615


5,496,582
187,157
(205,331)
17,172
13,911
5,495,580

-
-
-
-

5,102,774
498,881
(105,073)
-
- 5,496,582

183

(Continued)

30

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

Depreciation:
Balance on January 1, 2021
Depreciation
Disposals
Balance on December 31, 2021
Balance on January 1, 2020
Depreciation
Disposals
Balance on December 31, 2020
Carrying amounts:
Balance on December 31, 2021
Balance on January 1, 2020
Balance on December 31, 2020
Land Buildings
Gasoline
equipment
Buildings
Gasoline
equipment
Transportati
on
equipment
Miscellane
ous
equipment
Unfinishe
d
construction
and
equipment
under
installation
Transportati
on
equipment
Miscellane
ous
equipment
Unfinishe
d
construction
and
equipment
under
installation
Transportati
on
equipment
Miscellane
ous
equipment
Unfinishe
d
construction
and
equipment
under
installation
Total
$ -
-
-
$ -
$ -
-
-
$ -
$
2,006,541
$
1,853,346
$
2,008,967
335,278
33,405
(48)
368,635
323,810
28,747
(17,279)
335,278
532,660
408,437
475,578
98,318
13,042
-
111,360
83,802
14,656
(140)
98,318
44,142
51,230
53,872
1,059,219
155,953
(77,628)
1,137,544
961,967
156,355
(59,103)
1,059,219
850,601
973,966
963,563
297,538
44,675
(41,913)
300,300
256,767
49,682
(8,911)
297,538
129,886
189,449
204,249
-
-
-
1,790,353
247,075
(119,589)
-
1,917,839
-
-
-

1,626,346
249,440
(85,433)
-
1,790,353
13,911
3,577,741

-

3,476,428
-
3,706,229
  • (i) The Company is restricted by the law and cannot acquire agricultural land in the name of the Company. As of December 31, 2020, some pieces of agricultural land located in Mailiao and Taoyuan amounting to $939,227, which were accounted under property, plant and equipment, were registered in the name of the former chairman of the Company, Wen-Ming Cheng (the chairman at the time of the transaction), and other individuals. In the first quarter of 2021, some part of the abovementioned land had been completed the transfer procedures after the change of land category. As of December 31, 2021, some pieces of agricultural land located in Mailiao and Taoyuan amounting to $228,581, which were accounted under property, plant and equipment, were registered in the name of the chairman of the Company, Jen-Hao Cheng, the former chairman of the Company, Wen-Ming Cheng (the chairman at the time of the transaction) and other individuals. The Company has the “Other rights certificate” of the land or has an agreement with both parties to verify that the Company is the actual owner of the land.

  • (ii) In September 2020, the Company entered into a contract with a related party, Cheng Loong Corporation to purchase the land and building for office space located in Banqiao District, New Taipei City amounting to $169,189 (excluding tax). The registration has been completed in December 2020. Please refer to note (7)(b)(iv)(l) for the details.

  • (iii) As of December 31, 2021 and 2020, the portion of property, plant and equipment of the Company had been pledged as collateral for its credit lines of the bank. Please refer to note (8).

184

(Continued)

31

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

(h) Right-of-use assets

The Company leases many assets including land and buildings. Information about leases for which the Company as a lessee is presented below:

Cost or deemed cost:
Balance on January 1, 2021
Additions
Reductions
Balance on December 31, 2021
Balance on January 1, 2020
Additions
Reductions
Balance on December 31, 2020
Depreciation:
Balance on January 1, 2021
Depreciation
Reductions
Balance on December 31, 2021
Balance on January 1, 2020
Depreciation
Reductions
Balance on December 31, 2020
Carrying amount:
Balance on December 31, 2021
Balance on January 1, 2020
Balance on December 31, 2020
Land Buildings
1,279,117
102,765
(3,065)
Others
14,281
-
-
Total
1,746,353
184,927
(273,774)
$ 452,955
82,162
(270,709)
$ 264,408
$ 406,780
46,175
-
$ 452,955
$ 101,509
52,662
(84,928)
$
69,243
$ 44,571
56,938
-
$ 101,509
$ 195,165
$ 362,209
$ 351,446

1,378,817
14,281
1,657,506

1,057,744
224,276
(2,903)

14,281
-
-

1,478,805
270,451
(2,903)

1,279,117
14,281
1,746,353

335,697
181,132
(2,964)

3,885
2,654
-

441,091
236,448
(87,892)

513,865
6,539
589,647

161,767
176,084
(2,154)

1,231
2,654
-

207,569
235,676
(2,154)

335,697
3,885
441,091

864,952

7,742

1,067,859

895,977

13,050

1,271,236

943,420

10,396

1,305,262

The Company’s right-of-use assets increased resulting from the new lease contracts including gas stations, parking space and container yard. The decrease mainly came from terminating the lease contract with Cheng Loong which is located in Qingshui District, Taichung City.

(i) Short-term borrowings

Short-term borrowings
Unused short-term credit lines
Range of interest rates
December
31, 2021
$ -
December
31, 2021
$ -
December
31, 2020
-
$
515,000
695,000

-%

-%

For information on interest rate risk and liquidity risk of the Company, please refer to note (6)(r).

185

(Continued)

32

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

(j) Long-term borrowings

Secured bank loans
Less: current portion
Unused long-term credit lines
Range of interest rates
Currency Maturity year December
31, 2021
December
31, 2021
December
31, 2021
December
31, 2021
December
31, 2020

1,174,700

150,000

1,024,700

324,300
0.97%~1.45
%
NTD 2022~2025 $ 1,274,700
1,047,651
$
227,049
$
254,300
0.97%~1.3
%
$ 1,274,700
1,047,651

$
227,049

$
254,300

0.97%~1.3
  • (i) Issuance and repayment of the loans

The Company’s additional amounts in loans for the years ended December 31, 2021 and 2020, were $200,000 and $949,000, respectively; and the repayments, including prepaying the loans, were $100,000 and $989,300, respectively.

(ii) As of December 31, 2021, the repayment schedule for the long-term borrowings was as follows:

Period
2022.01.01~2022.12.31
2023.01.01~2023.12.31
2024.01.01~2024.12.31
2025.01.01~2025.12.31
Amount
$ 1,047,651
154,015
54,666
18,368

$
1,274,700

(iii) Please refer to note (6)(r) for the interest rate risk and liquidity risk information of the Company.

(iv) Please refer to note (8) for the collateral for the long-term borrowings.

  • (k) Lease liabilities

The lease liabilities of the Company were as follows:

Current
Non-current
December
31, 2021
$
206,661
December
31, 2020
231,817

$
885,136

1,094,694

For the maturity analysis, please refer to note (6)(r).

186

(Continued)

33

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

The amounts recognized in profit or loss were as follows:
Interest on lease liabilities
Expenses relating to short-term leases
Lease modification gains (recorded as other gains and losses)
COVID-19-related rent concessions (recognized as deduction of
rent expenses)
2021 2020
$
16,453
$
16,754
$
(3,401)
$
-
18,060

13,169

(9)

(803)

The amount recognized in the statement of cash flows for the Company was as follows:

Total cash outflow for leases 2021
$
263,565
2020
255,735
  • (i) Leases of land and buildings

The Company leases a number of office space, gas stations, warehouses and land. These leases typically run for a period of 3 to 10 years.

(ii) Other leases

The Company leases a number of stackers with short-term contract terms. The Company has chosen not to recognize right-of-use assets and lease liabilities for these leases.

(l) Employee benefits

  • (i) Defined benefit plans

Reconciliation of defined benefit obligation at present value and plan asset at fair value is as follows:

Present value of the defined benefit obligations
Fair value of plan assets
Net defined benefit liabilities
December
31, 2021
$ (247,658)
147,473
December
31, 2020
(305,270)
209,165
$
(100,185)
(96,105)

The Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. Plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average monthly salary for the six months prior to retirement.

1) Composition of plan assets

The Company allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.

187

(Continued)

34

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

The Company’s Bank of Taiwan labor pension reserve account balance amounted to $171,756 as of December 31, 2021. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

2) Movements in present value of the defined benefit obligations

The movements in present value of the defined benefit obligations for the Company were as follows:

Defined benefit obligations at January 1
Benefits paid
Pensions for employees who are transferred from
affiliated companies
Current service costs and interest cost
Remeasurement in net defined benefit liabilities
(assets)
Defined benefit obligations at December 31
2021
$ (305,270)
72,920
(1,301)
(5,704)
(8,303)
2020

(306,942)

27,605

-

(7,620)
(18,313)




$
(247,658)

(305,270)
  • 3) Movements of defined benefit plan assets

The movements in the present value of the defined benefit plan assets for the Company were as follows:

Fair value of plan assets at January 1
Expected return on plan assets
Remeasurement of net defined benefit liabilities
(assets)
Contributions paid by the employer
Benefits paid
Fair value of plan assets at December 31
2021
$ 209,165
1,297
2,413

7,518
(72,920)
2020

204,184

2,003
4,907

22,714
(24,643)







$
147,473

209,165
  • 4) Movements of the effect of the asset ceiling

In 2021 and 2020, there were no movements on the effect of the Company’s defined benefit plans asset ceiling.

188

(Continued)

35

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

  • 5) Expenses recognized in profit or loss

The expenses recognized in profit or loss for the Company were as follows:

Current service costs
Interest cost
Expected return on plan assets
Operating cost
Administration expenses
2021
$ 3,829
1,875
(1,297)
2020

4,623

2,997
(2,003)



$
4,407

5,617

$ 2,318
2,089


2,643
2,974

$
4,407

5,617
  • 6) Remeasurement of net defined benefit liabilities (assets) recognized in other comprehensive income

The Company’s remeasurement of the net defined benefit liability (asset) recognized in other comprehensive income, was as follows:

Accumulated amount at January 1
Recognized during the period
Accumulated amount at December 31
2021
$ (156,557)
(5,890)
2020

(143,151)
(13,406)

$
(162,447)

(156,557)
  • 7) Actuarial assumptions

The principal actuarial assumptions at the reporting date were as follows:

Discount rate
Future salary increase rate
December
31, 2021
0.625%
1.000%
December
31, 2020
0.625%
1.000%

The expected allocation payment to be made by the Company to the defined benefit plans for the one-year period after the reporting date is $5,732.

The weighted average lifetime of the defined benefits plans is 12.93 years.

  • 8) Sensitivity analysis

In determining the present value of the defined benefit obligation, the Company’s management makes judgements and estimates in determining certain actuarial assumptions of the balance sheet date, which includes discount rate and future salary increase rate. Changes in actuarial assumptions may have significant impact on the amount of defined benefit obligation.

189

(Continued)

36

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

If the actuarial assumptions had changed, the impact on the present value of the defined benefit obligation shall be as follows:

December 31, 2021
Discount rate
Future salary increasing rate
December 31, 2020
Discount rate
Future salary increasing rate
Influences of defined benefit
obligations
Increased
0.25%
Decreased
0.25%
$ (5,964)
6,182
6,074
(5,887)
(7,360)
7,648
7,499
(7,262)
Increased
0.25%
$ (5,964)
6,074
(7,360)
7,499

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance sheets.

There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2021 and 2020.

(ii) Defined contribution plans

The Company allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The Company recognized the pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to $49,276 and $47,533 for the years ended December 31, 2021 and 2020, respectively.

190

(Continued)

37

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

  • (m) Income taxes

  • (i) Income tax expenses

    • 1) The components of income tax in the years 2021 and 2020 were as follows:
2021
Current tax expenses
Current period
$ 63,947
Land value increment tax
2,426
Adjustment for prior periods
97
66,470
Deferred tax expenses
Origination and reversal of temporary differences
1,226
Under (over) provision in prior periods
(204)
1,022
Income tax expenses
$
67,492
The amounts of income tax recognized directly in other comprehensive
and 2020 were as follows:
2021
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement from defined benefit plans
$ (1,178)
Unrealized gains (losses) on equity instruments at
fair value through other comprehensive income
3,813

Share of other comprehensive income of
subsidiaries, associates, and joint ventures
accounted for using the equity method
(10,053)

$
(7,418)
Items that may be reclassified subsequently to profit or
loss:

Exchange differences on translation of foreign
financial statements
$
323
2021
$ 63,947
2,426
97
2020

71,406

-
(4,367)
66,470
67,039

1,226
(204)


(2,957)
2,490

1,022

(467)

$
67,492

66,572


$
(7,418)

35,416

$
323

388

2) The amounts of income tax recognized directly in other comprehensive income for 2021 and 2020 were as follows:

191

(Continued)

38

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

  • 3) Reconciliation of income tax and profit before tax for 2021 and 2020 is as follows:
Profit before tax
Income tax calculated based on local tax rate
Net gains or losses on domestic investments accounted
for using the equity method

Tax-exempt income
Land value increment tax
Under (over) provision in prior periods
Non-deductible expenses and others
Income tax expenses
2021
$ 482,999
2020
437,906





96,600
(26,629)

(6,975)
2,426
(107)
2,177


87,581
(17,606)

(4,800)

-

(1,877)
3,274

$
67,492

66,572
  • (ii) Deferred tax assets and liabilities

  • 1) Unrecognized deferred tax assets: None.

  • 2) Recognized deferred tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities for 2021 and 2020 were as follows:

Deferred tax assets:
Balance on January 1, 2021
Recognized in profit (loss)
Recognized in other comprehensive
income
Balance on December 31, 2021
Balance on January 1, 2020
Recognized in profit (loss)
Recognized in other comprehensive
income
Balance on December 31, 2020
Defined
benefit
plans
Exchange
differences on
translation
Exchange
differences on
translation
Others
10,964
(2,135)
-
Total
38,002
(2,497)
855
$ 15,816
(362)
1,178







11,222
-
(323)











$
16,632

10,899
8,829 36,360

$ 17,147
(4,012)
2,681

11,610
-
(388)

10,137
827
-

38,894
(3,185)
2,293

$
15,816

11,222
10,964
38,002

192

(Continued)

39

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

Deferred tax liabilities:
Balance on January 1, 2021
Recognized in (profit) loss
Recognized
in
other
comprehensive income
Balance on December 31,
2021
Balance on January 1, 2020
Recognized in (profit) loss
Recognized
in
other
comprehensive income
Balance on December 31,
2020
Unrealized
gains (losses)
on financial
assets
Unrealized
gains (losses)
on financial
assets
Share of
other
comprehensive
income
accounted for
using the
equity method
Share of
other
comprehensive
income
accounted for
using the
equity method
Overseas
investment
income
accounted
under the
equity method
Overseas
investment
income
accounted
under the
equity method
Others
4,580
(890)
-
Total
113,495
(1,475)
(6,240)



$ 31,244
-
3,813





18,061
-
(10,053)




59,610
(585)
-











$
35,057

8,008
59,025 3,690
105,780

$ 11,208
-
20,036

-
-
18,061

60,147
(537)
-

7,695
(3,115)
-

79,050
(3,652)
38,097

$
31,244

18,061
59,610 4,580
113,495

(iii) Assessment of tax

The tax returns of the Company for the years through 2019 were assessed by the Taipei National Tax Administration.

  • (n) Capital and other equity

  • (i) Ordinary shares

As of December 31, 2021 and 2020, the number of authorized ordinary shares were both $1,800,000 with a par value of $10 per share, and of which $1,372,818 were issued. All issued shares were paid up upon issuance.

  • (ii) Capital surplus

The balances of capital surplus were as follows:

Additional paid-in capital
Treasury share transactions
Other
December 31,
2021
$ 520,206
61,912
1,241
$
583,359
December 31,
2021
$ 520,206
61,912
1,241
$
583,359
December
31, 2020

520,206

58,934
1,241


$
583,359

580,381

193

(Continued)

40

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

(iii) Retained earnings

1) Legal reserve

When a company incurs no loss, it may, pursuant to a resolution by a shareholders’ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.

2) Special reserve

A portion of current period earnings and undistributed prior period earnings shall be reclassified as a special earnings reserve during earnings distribution. The amount to be reclassified should equal to the current-period total net reduction of other shareholders’ equity. For the year 2019 earnings distribution in 2020, the amount to be reclassified to special reserve shall be a portion of current-period earnings and undistributed prior-period earnings. As for the year 2020 earnings distribution in 2021, the amount to be reclassified to special reserve shall be a portion of current-period earnings plus other line items in the retained earnings movements and undistributed prior-period earnings. A portion of undistributed prior-period earnings shall be reclassified as special earnings reserve (and does not qualify for earnings distribution) to account for cumulative changes to other shareholders’ equity pertaining to prior periods. Amounts of subsequent reversals pertaining to the net reduction of other shareholders’ equity shall qualify for additional distributions.

- 3) Retained earnings earnings distribution and dividend policy

Based on the Company’s article of incorporation amended before July 1, 2021, if there is any profit after tax after closing of books in a given year, the Company shall first offset the accumulated deficits, if any, and set aside 10% of it as legal reserve. Where such legal reserve amounts to the total paid-in capital, this provision shall not apply. Moreover, Company shall set aside or reserve a special reserve in accordance with laws and regulations. And then any remaining profit together with any undistributed retained earnings shall be distributed according to the distribution plan proposed by the Board of Directors and submitted to the stockholders’ meeting for approval.

Based on the Company’s article of incorporation amended after July 1, 2021, if there is any profit after tax after closing of books in a given year, the Company shall first offset the accumulated deficits, if any, and set aside 10% of it as legal reserve. The legal reserve shall be based on after-tax net income for the period and other profit items adjusted to the current year's undistributed earnings other than after-tax net income for the period. Where such legal reserve amounts to the total paid-in capital, this provision shall not apply. Moreover, the Company shall set aside or reserve a special reserve in accordance with laws and regulations. And then any remaining profit together with any undistributed retained earnings shall be distributed according to the distribution plan proposed by the Board of Directors and submitted to the stockholders’ meeting for approval.

194

(Continued)

41

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

The abovementioned distribution shall be declared more than 30% to shareholders. The cash dividends shall not be lower than 10% of the total cash and stock dividends. However, stock dividends instead of cash dividends are declared if the cash dividends per share are less than NT$0.1 (dollars). When there is a deduction from shareholders’ equity, an amount equal to the deduction item is set aside as a special reserve (which does not qualify for earnings distribution). If the dividends per share are less than NT$0.5 (dollars), they can be decided not to distribute.

Based on the resolutions of the annual stockholders’ meetings held on July 1, 2021 and May 29, 2020, the appropriations of dividends from the distributable retained earnings of 2020 and 2019, respectively, were as follows:

2020
Amount
per share
Total
amount
Dividends distributed to
ordinary shareholders:
Cash
$ 2.2
302,020
2020 2020 2020 2019
Amount
per share
Total
amount
1.8
247,107
2019
Amount
per share
Total
amount
1.8
247,107
Total
amount
Amount
per share
1.8
302,020

On March 7, 2022, the Company's Board of Directors resolved to appropriate the 2021 earnings. These earnings were appropriated as follows:

Dividends distributed to ordinary shareholders:
Cash
2021
Amount
per share
Total
amount
$ 2.5
343,204

(iv) Treasury shares

In accordance with Securities and Exchange Act requirements, the number of shares repurchased should not exceed 10% of all shares outstanding. Also, the value of the repurchased shares should not exceed the sum of the Company’s retained earnings, share premium, and realized capital reserves.

In accordance with the requirements of Securities and Exchange Act, treasury shares held by the Company should not be pledged, and do not hold any shareholder rights before their transfer. As of December 31, 2021 and 2020, since the subsidiary of the Company, Shan-Loong Investment, held a number of the ordinary shares of the Company, the Company accounted it under the treasury stock. The total shares and amounts were as follows:

Shan-Loong
Investment
Fair value
December 31, 2021
Shares
(thousands)
Amount

1,353
$
31,863
$
49,401
December 31, 2020
Shares
(thousands)
Amount
1,353
31,863
43,514
December 31, 2020
Shares
(thousands)
Amount
1,353
31,863
43,514
December 31, 2020
Shares
(thousands)
Amount
1,353
31,863
43,514

Shares
(thousands)
1,353

Shares
(thousands)
1,353

43,514

195

(Continued)

42

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

For the years ended December 31, 2021 and 2020, Shan-Loong Investment, received the cash dividend which were distributed by the Company, amounting to $2,978 and $2,436, respectively, which were recorded as capital surplus - treasury share transactions.

(o) Earnings per share

The Company’s basic and diluted earnings per share were calculated as follows:

Basic earnings per share:
Profit attributable to ordinary shareholders of the Company
Weighted average number of ordinary shares (thousands)
Basic earnings per share (dollars)
Diluted earnings per share:
Profit attributable to ordinary shareholders of the Company
(after adjustment the influence of potential ordinary shares)
Weighted average number of ordinary shares (thousands)
Dilutive effect of potential ordinary shares (thousands):
Employee share bonus
Weighted average number of ordinary shares (after adjustment
the influence of potential ordinary shares)
Diluted earnings per share (dollars)

2021
$
415,507
2020
371,334

135,928

135,928

$
3.06

2.73
$
415,507
371,334

135,928
707

135,928
567
136,635 136,495

$
3.04

2.72

(p) Revenue from contracts with customers (i) Disaggregation of revenue

Primary geographical
markets:
Taiwan
Primary geographical
markets:
Taiwan
2021 2021 2021 Total
17,237,755
Transportati
on segment
$
3,649,042
Gasoline
station
segment
13,155,382
Other
segment
433,331

Total
15,076,884
Transportati
on segment
$
3,595,373
Gasoline
station
segment
10,534,961
Other
segment
946,550

196

(Continued)

43

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

(ii) Contract balances

Notes and accounts receivable
Less: allowance for impairment
Contract liabilities – Unearned revenue
December 31,
2021
$ 775,161
(2,493)
$
772,668
$
21,594
December 31,
2021
$ 775,161
(2,493)
$
772,668
$
21,594
December
31, 2020

703,246
(2,493)
January 1,
2020

741,272
(2,493)

$
772,668

700,753

738,779

$
21,594

13,286

12,826

For details on accounts receivable and allowance for impairment, please refer to note (6)(c).

The major change in the balance of contract assets and liabilities is the difference between the time frame in the performance obligation to be satisfied and the payment to be received.

(q) Employee compensation and directors' and supervisors' remuneration

Based on the Company’s articles of incorporation, if there is any profit in a fiscal year, the Company’s pre-tax profits in such fiscal year, prior to deduction of compensations to employees, shall be distributed to employees as compensations in an amount of not less than one percent (1%) of such profits. In the event that the Company has accumulated losses, the Company shall reserve an amount to offset accumulated losses. The compensations to employees as mentioned above may be distributed in the form of stock or cash. Employees who are entitled to receive the above-mentioned employee remuneration, in shares or cash, include the employees of the Company’s controlling and subordinate companies pursuant to the Company Act. A company may, by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation ; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting. A company which has the profit distributed to employees in the form of shares by a resolution of the meeting of board of directors in accordance with the provision of the preceding paragraph may resolve, at the same meeting of the board of directors, to distribute the shares by way of new shares to be issued by the company or existing shares to be re-purchased by the company.

The Company's remuneration to employees were $22,000 and $15,000, respectively, and the remuneration to directors were $0 for the years ended December 31, 2021 and 2020. The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees and directors of each period, multiplied by the percentage of the remuneration to employees and directors as specified in company's articles. The remuneration were expensed under operating costs or operating expenses during 2021 and 2020.

The amounts, as stated in the financial statements, are identical to those of the actual distributions in 2021 and 2020. Related information would be available at the Market Observation Post System Website.

197

(Continued)

44

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

  • (r) Financial instruments

  • (i) Credit risk

    • 1) Credit risk exposure

The carrying amount of financial assets represents the maximum amount exposed to credit risk.

  • 2) Concentration of credit risk

As of December 31, 2021 and 2020, the accounts receivable amounted to $250,633 and $252,845, respectively, comes from one of the Company’s significant customer, whose main activities is the manufacturing and sale of paper products.

  • 3) Receivables credit risk

For credit risk exposure of notes and accounts receivable, please refer to note 6(c). Other financial assets measured at amortized cost include other receivables, please refer to note (6)(d).

The abovementioned other receivables are considered to have low risk, and thus, the impairment provision recognized during the period was limited to 12 months expected losses. Regarding how the financial instruments are considered to have low credit risk, please refer to note (4)(f).

The loss allowance provision of other receivables was determined as follows:

Balance on January 1 (same as balance on December 31)

2021
$
13,100
2020
13,100
  • (ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments.

December 31, 2021
Non-derivative
financial
liabilities
Notes and accounts payable
Other payables
Lease liabilities (including
current and non-current)
Long-term
borrowings
(including current portion)
Guarantee deposits received
Carrying
amount
Contractu
al cash flows
Contractu
al cash flows
Within a
**year **
1~2years Over 2
years
-
-
(733,957)
(75,637)
(17,112)
$ 1,449,850
420,053
1,091,797
1,274,700
17,112





(1,449,850)
(420,053)
(1,143,075)
(1,290,233)
(17,112)





(1,449,850)
(420,053)
(220,008)
(1,057,512)
-




-
-
(189,110)
(157,084)
-



$ 4,253,512

(4,320,323)
(3,147,423) (346,194)
(826,706)

198

(Continued)

45

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

December 31, 2020
Non-derivative
financial
liabilities
Notes and accounts payable
Other payables
Lease liabilities (including
current and non-current)
Long-term
borrowings
(inculding current portion)
Guarantee deposits received
Carrying
amount
Contractu
al cash flows
Contractu
al cash flows
Within a
**year **
1~2years Over 2
years
-
-
(915,522)
(132,281)
(15,676)
$ 1,314,377
394,695
1,326,511
1,174,700
15,676





(1,314,377)
(394,695)
(1,391,845)
(1,200,915)
(15,676)





(1,314,377)
(394,695)
(248,215)
(162,480)
-




-
-
(228,108)
(906,154)
-



$ 4,225,959

(4,317,508)
(2,119,767) (1,134,262)
(1,063,479)

The Company does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.

(iii) Currency risk

As of December 31, 2021 and 2020, the Company’s financial assets and liabilities were not exposed to significant foreign currency risks.

(iv) Interest rate analysis

The details of financial assets and liabilities exposed to interest rate risk were as follows:

Variable rate instruments (Carrying amount):
Financial assets
Financial liabilities
December 31,
2021
$ 503,014
-
December
31, 2020

363,080
-

The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments on the reporting date. Regarding assets and liabilities with variable interest rates, the analysis is based on the assumption that the amount of assets and liabilities outstanding at the reporting date were outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 0.25% when reporting to management internally, which also represents the Company’s management’s assessment of the reasonably possible interest rate change.

If the interest rate had increased or decreased by 0.25%, the Company’s net profit before tax would have increased or decreased by $1,258 and $908, respectively, for the years ended December 31, 2021 and 2020, which would be mainly resulted from the bank deposits.

199

(Continued)

46

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

  • (v) Other market price risk

For the years ended December 31, 2021 and 2020, the sensitivity analyses for the changes in the securities price at the reporting date were performed using the same basis for the profit and loss as illustrated below:

Prices
of
securities at the
reporting date
Increasing 5%
Decreasing 5%
2021 2021 2021 Profit
before tax
-
2020
Other
comprehensive
income before tax
40,827
(40,827)
2020
Other
comprehensive
income before tax
40,827
(40,827)
2020
Other
comprehensive
income before tax
40,827
(40,827)

Profit
before tax
-
Other
comprehensive
income before tax
$
40,336
$
(40,336)

$
(40,336)
-
(40,827)
-
  • (vi) Fair value of financial instruments

  • 1) Procedure of valuation and Fair value hierarchy

The Company’s accounting policies and disclosure include fair value method on financial assets and financial liabilities. The Company’s management is responsible in performing independent test on fair value by using independent source of information to obtain the fair value which is close to the market status. The management also confirms the independence, reliability and matching of the information source, and regularly test the valuation model, update the input and other information, and make necessary adjustment to ensure the output of valuation is reasonable.

The Company uses observable market data to evaluate its assets and liabilities when it is possible. The different inputs of levels of fair value hierarchy in determining the fair value are as follows:

  • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

  • Level 2: inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices ) or indirectly ( i.e. derived from prices).

  • Level 3: inputs for assets or liabilities that are not based on observable market data (unobservable inputs).

  • 2)

  • The categories and the fair value of financial instruments

The carrying amount and fair value of the Company’s financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required:

200

(Continued)

47

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

Financial assets at fair value
through other comprehensive
income
Stock listed on domestic markets
Unquoted equity instruments
Subtotal
Financial assets measured at
amortized cost
Cash and cash equivalents
Notes and accounts receivable,
net
Notes
and
accounts
receivable-related parties, net
Other current financial assets
Refundable deposits (recorded
as other non-current assets)
Subtotal
Financial liabilities measured at
amortized costs
Notes and accounts payable
Other payables
Lease
liabilities
(including
current and non-current)
Long-term
borrowings
(including current portion)
Guarantee deposits
December 31, 2021 December 31, 2021 December 31, 2021 Total
683,977
122,741
-
-
-
-
-
-
-
-
-
-
Carrying
amount
$ 683,977
122,741
Fair Value
Level 1
683,977
-
-
-
-
-
-
-
-
-
-
-
Level 2
-
-
-
-
-
-
-
-
-
-
-
-
Level 3
-
122,741
-
-
-
-
-
-
-
-
-
-









806,718

513,998
520,683
251,985
28,350
202,150

1,517,166

$ 2,323,884

$ 1,449,850
420,053
1,091,797
1,274,700
17,112

$ 4,253,512

201

(Continued)

48

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

Financial assets at fair value
through other comprehensive
income
Stock listed on domestic markets
Unquoted equity instruments
Subtotal
Financial assets measured at
amortized cost
Cash and cash equivalents
Notes and accounts receivable,
net
Notes
and
accounts
receivable-related parties, net
Other current financial assets
Refundable deposits (recorded
as other non-current assets)
Subtotal
Financial liabilities measured at
amortized costs
Notes and accounts payable
Other payables
Lease
liabilities
(including
current and non-current)
Long-term
borrowings
(including current portion)
Guarantee deposits
December 31, 2020 December 31, 2020 December 31, 2020 Total
658,788
157,748
-
-
-
-
-
-
-
-
-
-
Carrying
amount
$ 658,788
157,748
Fair Value
Level 1
658,788
-
-
-
-
-
-
-
-
-
-
-
Level 2
-
-
-
-
-
-
-
-
-
-
-
-
Level 3
-
157,748
-
-
-
-
-
-
-
-
-
-









816,536

377,475
445,160
255,593
28,192
190,176

1,296,596

$ 2,113,132

$ 1,314,377
394,695
1,326,511
1,174,700
15,676

$ 4,225,959

3) Valuation techniques for financial instruments not measured at fair value

The Company’s valuation techniques and assumptions used for financial instruments not measured at fair value are as follows:

Unquoted liability instruments and financial liabilities measured at amortized cost: If there is quoted price generated by transactions, the recent transaction price and quoted price data is used as the basis for fair value measurement. However, if no quoted prices are available, the discounted cash flows are used to estimate fair values.

202

(Continued)

49

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

  • 4) Valuation techniques for financial instruments measured at fair value

Non-derivative financial instruments

Financial instruments trade in active markets is based on quoted market prices. The quoted price of a financial instrument obtained from main exchanges and on-the-run bonds from Taipei Exchange can be used as a base to determine the fair value of the listed companies’ equity instrument and debt instrument of the quoted price in an active market.

If a quoted price of a financial instrument can be obtained in time and often from exchanges, brokers, underwriters, industrial union, pricing institute, or authorities and such price can reflect those actual trading and frequently happen in the market, then the financial instrument is considered to have a quoted price in an active market. If a financial instrument is not in accord with the definition mentioned above, then it is considered to be without a quoted price in an active market. In general, market with low trading volume or high bid-ask spreads is an indication of a non-active market.

Measurements of fair value of financial instruments without an active market are based on a valuation technique or quoted price from a competitor. Fair value measured by a valuation technique can be extrapolated from similar financial instruments or other valuation technique including a model using observable market data at the reporting date.

The measurement of fair value of a non-active market financial equity instruments held by the Company which do not have quoted market prices are based on the comparable market approach, with the use of key assumptions of price-to-book ratio of comparable listed companies as its basic measurement. These assumptions have been adjusted for the effect of discount for lack of marketability of the equity securities.

  • 5) There were no transfers from one level to another of the Company for the years ended December 31, 2021 and 2020.

  • 6) Reconciliation of Level 3 fair values

Balance on January 1, 2021
Total gains and losses recognized:
In other comprehensive income
Purchase
Derecognized
Balance on December 31, 2021
Financial assets at
fair value through
other comprehensive
income
Unquoted equity
instruments
$ 157,748
34,095
7,672
(76,774)
$
122,741
Financial assets at
fair value through
other comprehensive
income
Unquoted equity
instruments
$ 157,748
34,095
7,672
(76,774)
$
122,741

$
122,741

203

(Continued)

50

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

Balance on January 1, 2020
Total gains and losses recognized:
In other comprehensive income
Balance on December 31, 2020
Financial assets at
fair value through
other comprehensive
income
Unquoted equity
instruments
$ 102,807
54,941
$
157,748
Financial assets at
fair value through
other comprehensive
income
Unquoted equity
instruments
$ 102,807
54,941
$
157,748

$
157,748

For the years ended December 31, 2021 and 2020, the total gains and losses that were included in “unrealized gains and losses from financial assets at fair value through other comprehensive income” were as follows:

Total gains and losses recognized:
In other comprehensive income, and presented in
“unrealized gains and losses from financial assets
at fair value through other comprehensive income”
2021


$ 1,036
2020

54,941
  • 7) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

The Company’s financial instruments that use Level 3 inputs to measure fair value include "fair value through other comprehensive income – equity investments".

Most of fair value measurements of the Company which are categorized as equity investment instruments into level 3 have several significant unobservable inputs. Significant unobservable inputs of equity instruments without quoted price are independent of each other.

Quantified information of significant unobservable inputs was as follows:

Item Valuation
technique



Comparable
transaction method

Net asset value
method
Significant unobservable
inputs
‧Lack-of-Marketability
discount rate (30%~35%
and 30%, respectively, on
December 31, 2021 and
2020)
‧Price-Book ratio (0.91~1.6
and 1.13~2.82, respectively,
on December 31, 2021 and
2020)
‧Net Asset Value
Inter-relationship
between significant
unobservable inputs and
fair value measurement
‧The
higher
the
Lack-of-Marketabilit
y discount rate is, the
lower the fair value
will be.
‧The
higher
the
multiple is, the higher
the fair value will be.
‧Not applicable
Financial assets at fair
value
through
other
comprehensive income

unquoted
equity
instruments

204

(Continued)

51

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

  • 8) Fair value measurements in Level 3 – sensitivity analysis of reasonably possible alternative assumptions

The Company’s fair value measurement on financial instruments is reasonable. However, the measurement would be different if different valuation models or valuation parameters are used. For financial instruments using level 3 inputs, if the valuation parameters changed, the impacts on other comprehensive income or loss are as follows:

December 31, 2021
Financial assets at fair value through other
comprehensive income

December 31, 2020
Financial assets at fair value through other
comprehensive income
Input Move up
or
down
Other comprehensive
income
Favorable
change
Unfavora
ble change
$
2,061
(2,097)
$
1,964
(1,999)
$
2,837
(2,786)
$
12,961
(12,873)
Other comprehensive
income
Favorable
change
Unfavora
ble change
$
2,061
(2,097)
$
1,964
(1,999)
$
2,837
(2,786)
$
12,961
(12,873)
Other comprehensive
income
Favorable
change
Unfavora
ble change
$
2,061
(2,097)
$
1,964
(1,999)
$
2,837
(2,786)
$
12,961
(12,873)
Favorable
change
Lack-of-M
arketability
discount rate
Price-to-Bo
ok Ratio
Lack-of-M
arketability
discount rate
Price-to-Bo
ok Ratio
5%
5%
5%
1%
$
2,061




$
1,964

(1,999)

$
2,837

(2,786)

$
12,961

(12,873)

The favorable and unfavorable impacts reflect the movement of the fair value, in which the fair value is calculated by using the significant unobservable inputs in the valuation technique. The table above shows the effects of one unobservable input, without considering the inter-relationships with another unobservable input for financial instrument, if there are one or more unobservable inputs.

  • (s) Financial risk management

  • (i) Overview

The Company have exposures to the following risks from its financial instruments:

  • 1) Credit risk

  • 2) Liquidity risk

  • 3) Market risk

The following likewise discusses the Company’s objectives, policies and processes for measuring and managing the above mentioned risks. For more disclosures about the quantitative effects of these risks exposures, please refer to the respective notes in the accompanying financial statements.

205

(Continued)

52

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

(ii) Structure of risk management

The Board of Directors has overall responsibility for the control and oversight of the risk management framework. The financial department proposes the evaluation plan and benefit analysis and reports to management for approving. The transactions are authorized to the chairman of the Company to operate, and will be approved by the Board of Directors at the most recent board meeting.

The internal auditors of the Company perform the regularly or irregularly risk management control and operating activity audit in accordance with the internal audit plans. The result will be reported to the Audit Committee periodically. The Company has no transactions in financial instruments for the purpose of speculation.

  • (iii) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s cash at bank, receivables from customers and investments in securities.

1) Accounts receivable and other receivables

The Company has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. Purchase limits are established for each customer, these limits are reviewed periodically. Customers that fail to meet the Company’s benchmark creditworthiness may transact with the Company only on a prepayment basis.

In order to mitigate account receivable credit risk, the Company constantly assesses the financial status of the customers, and requests the customers to provide guarantee or security if necessary. The Company regularly accesses the collectability of accounts receivable and recognizes allowance for accounts receivable. The impairment losses are always within management’s expectation.

2) Investments

The exposure to credit risk for the bank deposits and other financial instruments is measured and monitored by the Company’s finance department. The Company only deals with banks, corporate organization and financial institutions with good credit rating. The Company does not expect any counterparty above fails to meet its obligations hence there is no significant credit risk arising from these counterparties.

3) Guarantees

Pursuant to the Company’s policy, it is only permissible to provide financial guarantees to the entities listed in the policy. As of December 31, 2021 and 2020, the guarantees provided to the subsidiaries amounted to $150,000 and $0, respectively.

206

(Continued)

53

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

  • (iv) Liquidity risk

The Company manages sufficient cash and cash equivalents so as to cope with its operations and mitigate the effects of fluctuations in cash flows. The Company’s management supervises the banking facilities to ensures they are in compliance with the terms of loan agreements.

The loans and borrowings from the bank form an important source of liquidity for the Company. Please refer to note 6(i) and 6(j) for the unused credit lines of bank loans as of December 31, 2021 and 2020.

(v) Market risk

Market risk is the risk that changes in market prices, such as interest rates, and equity prices, will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

  • 1) Interest rate risk

The Company borrows funds on floating interest rate, therefore, the Company has the risk of cash flow.

  • 2) Other market price risk

The Company is exposed to equity price risk due to the investments in listed stock investments and non-listed stock investments. This is a strategic investment and is not held for trading. The Company does not actively trade in these investments. The material investments of investment portfolio are managed individually and their purchase decision are all approved by the finance department.

(t) Capital management

The policy of capital management made by the Board of Directors is to maintain a strong capital base so as to stabilize the confidence of the investors, creditors and the public market and to sustain future development of the business. Capital consists of ordinary shares, capital surplus and retained earnings. The Board of Directors monitors the return on capital as well as the level of dividends to ordinary shares.

The Company monitors capital structure through the regular review of the asset-debt ratio. As of December 31, 2021 and 2020, the debt ratios of the Company were as follows:

Total liabilities
Total assets
Debt-to-asset ratio
December
31, 2021
$ 4,537,919
9,794,029
46 %
December
31, 2020

4,539,860

9,626,048
47 %

As of December 31, 2021, there were no changes in the Company’s approach of capital management.

207

(Continued)

54

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

  • (u) Investing and financing activities not affecting current cash flow

The Company’s investing and financing activities which did not affect the current cash flow for the years ended December 31, 2021 and 2020, were as follows:

  • (i) The acquisition of right-of -use assets by lease, please refer to notes (6)(h) and (6)(k).

  • (ii) Reconciliation of liabilities arising from financing activities was as follows:

Long-term borrowings
Guarantee deposits
Lease liabilities
Total liabilities from financing
activities
Long-term borrowings
Guarantee deposits
Lease liabilities
Total liabilities from financing
activities
January 1,
2021
$ 1,174,700
15,676
1,326,511
$ 2,516,887
January 1,
2020
$ 1,215,000
15,201
1,282,127
$ 2,512,328
Cash flows

100,000

1,436
(230,358)
Non-cash
changes
Changes
in lease
payments

-

-
(4,356)
(4,356)
Non-cash
changes
Changes
in lease
payments

-

-
269,693
269,693
December
31, 2021
1,274,700
17,112
1,091,797


(128,922)

2,383,609

Cash
flows

(40,300)

475
(225,309)

December
31, 2020
1,174,700
15,676
1,326,511


(265,134)

2,516,887

(7) Related-party transactions:

  • (a) Names and relationship with related parties

The followings are entities that have had transactions with related party during the periods covered in parent-company-only financial statements:

Name of related party

Cheng Loong Corporation (Cheng Loong)

Shine Far Construction Co., Ltd.

Shine Far Property Co., Ltd.

Gemtech Optoelectronics Corp.

Relationship with the Company This Company is the corporate director of the Company

  • This Company is the corporate director of the Company

  • Its parent company is the corporate director of the Company

  • The same chairman of the Board with Cheng Loong

208

(Continued)

55

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

Name of related party

Relationship with the Company

It has the same chairman as that of the Board of the Company and became an associate of the Company since April 2021

Ko Loong Industry Co., Ltd.

Half of the directors of this company are the directors of the Company

Sun Favorite Co., Ltd.

Chung Ming International Limited Taiwan Branch

Its ultimate parent company is the corporate director of the Company

Wen Gin Development Co., Ltd. (Wen Gin Development)

The relationship between the chairman of the Company and of this company is within second degree of kinship A subsidiary of the Company.

Shan Loong Investment Co., Ltd. (Shan Loong Investment)

Shan Loong International & Customs Broker Co., Ltd. (Shan Loong Customs Broker) Shan Loong Motors Co., Ltd. (Shan Loong Motors)

A subsidiary of the Company.

A subsidiary of the Company.

Shang-Loong International Holdings Co., Ltd. A subsidiary of the Company. (Shang-Loong International) Long Yun Investment Holding Co., Ltd. A subsidiary of the Company. (Long Yun) Loong De Investment Co., Ltd. (Loong De) A subsidiary of the Company. Shanghai Shan Tong Logistic Co., Ltd. (Shanghai A subsidiary of the Company. Shan Tong ) Shan-Loong Logistics Co., Ltd. A subsidiary of the Company.

A subsidiary of the Company.

A subsidiary of the Company.

A subsidiary of the Company. A subsidiary of the Company.

  • (b) Significant transactions with related parties

(i) Sales

The amounts of significant sales transactions between the Company and related parties were as followings:

Other related parties
Subsidiaries
Associates
Sales
2021
2020
$ 1,483,344
1,402,439
15,697
11,376
78
-
$
1,499,119
1,413,815
Sales
2021
2020
$ 1,483,344
1,402,439
15,697
11,376
78
-
$
1,499,119
1,413,815
Sales
2021
2020
$ 1,483,344
1,402,439
15,697
11,376
78
-
$
1,499,119
1,413,815
2021
$ 1,483,344
15,697
78



$
1,499,119
1,413,815

Sales prices and other transaction terms for related parties were similar to those of the third-party customers.

209

(Continued)

56

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

(ii) Receivables from related parties

The receivables from related parties were as follows:

Account
Related-party categories
December 31,
2021

$ 250,020
656
1,294
15
296

101
94
$
252,476
December
31, 2020
Accounts receivables
Other
related
parties—Cheng
Loong

Other related parties

Subsidiaries

Associates
Other
receivables
(recorded as other
current
financial
assets)
Other related parties

Subsidiaries—Shan
Loong
Motors

Subsidiaries


252,332

513

2,748

-

425

8,394
29
264,441
  • (iii) The costs and expenses paid to related parties

The costs and expenses paid to related parties were as follows:

Account Relationship 2021 2020

46,275

6,956

4,323
-
57,554
$ 40,553
127,864
5,255
2,245




Operating
costs
and
operating expenses
Other related parties

Subsidiaries—Shan Loong Motors

Subsidiaries

Associates

$
175,917

(iv) Purchases of property, plant and equipment

  • 1) In December 2020, the Company purchased the land and building located in Banqiao District, New Taipei City amounting to $169,189 (excluding tax) from a related party, Cheng Loong. Pricing of the above land and building was based on the valuation report from CCIS Real Estate Joint Appraisers Firm and Zhonglian Real Estate Appraiser Firm. As of December 31, 2020, the process for transferring the property has been completed and the above payable had been fully paid.

210

(Continued)

57

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

  • 2) The Company purchased the transportation equipment from the related parties and engaged related parties to engineer the facilities on the leased land. The total price was as follows:
Other related parties
Subsidiaries—Shan Loong Motors
Associates
Total price Total price
2021 2020
$ 14,868
34,605
18,969
$
68,442

8,932

440
-
9,372
  • (v) Payable to related parties

The payables to related parties resulting from the above transactions were as follows:

Account
Relationship
Accounts payable
Other related parties

Subsidiaries
Other payables
Other related parties

Subsidiaries

Associates
December 31,
2021
$ 1,008
649
2,618
17,981
3,421
$
25,677
December
31, 2020

2,121

268

1,238

7,766
-
11,393
  • (vi) Disposal of transportation equipment

The total disposal price and unreceived balance of transportation equipment sold to related parties were as follows:

Other related parties Total price Total price Other receivables from
related parties
Other receivables from
related parties
2021 2020 December
31, 2021
December
31, 2020
$
1,262
994 - -

For the years ended December 31, 2021 and 2020, the losses on disposal of transportation equipment amounted to $483 and $50, respectively.

211

(Continued)

58

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

(vii) Lease

  • 1) Lessee

The Company rented several office spaces and lands from Cheng Loong. The rental fee is determined based on nearly office rental rates. The details of the above lease transactions are as follows:

Other related parties -
Cheng Loong
Lease liabilities Lease liabilities Lease liabilities Interest expense Interest expense Interest expense
December
31, 2021
December
31, 2020
2021 2020
$
50,424
274,504 2,586 4,042
  • 2) Lessor

The Company rented out the office building to other related parties and its subsidiaries. The details of the above lease transactions are as follows:

Other related parties
Subsidiaries
Rental income (recorded as
other income)
Rental income (recorded as
other income)
Rental income (recorded as
other income)
Other receivables from
related parties
December
31, 2021
December 31,
2020
Other receivables from
related parties
December
31, 2021
December 31,
2020
2021
$ 3,000
1,103


2020 December
31, 2021
3,000
-

-
-
-
-
-

$
4,103
3,000 -

(viii) Guarantees

As of December 31, 2021 and 2020, the guarantees provided to subsidiaries were $150,000 and $0, respectively.

  • (c) Key management personnel compensation

Key management personnel compensation comprised:

Short-term employee benefits
Post-employment benefits
2021
$ 42,541
442
2020

37,509
652


$
42,983
38,161

212

(Continued)

59

SHAN-LOONG TRANSPORTATION CO., LTD. Notes to the Financial Statements

(8) Pledged assets:

The carrying values of pledged assets were as follows:

Pledged assets Object December 31,
2021
$ 90,562
17,532

71,414
$
179,508
December 31,
2021
$ 90,562
17,532

71,414
$
179,508
December
31, 2020

90,562

20,026
65,859
Property, plant and equipment-land
Property, plant and equipment-buildings
Refundable deposits (deposit certificate)
Long-term
borrowings

Deposits
for
performance guarantee


$
179,508

176,447

(9) Significant commitments and contingencies:

  • (a) As of December 31, 2021 and 2020, the Company’s unrecognized contractual commitments for gas station engineering and office renovation amounted to $2,671 and $18,394, respectively.

  • (b) As of December 31, 2021 and 2020, the Company had outstanding stand-by letters of credit provided by the banks totaling $2,005,000 and $1,755,000, respectively, for purposes of gasoline purchase and transportation, etc.

(10) Losses due to major disasters: None

(11) Subsequent events: None

(12) Others:

  • (a) A summary of current-period employee benefits and depreciation, by function, is as follows:
By function
By item
2021 2021 2021 2020 2020 2020

Operatin
g cost
Operatin
g
Expenses
Total Operatin
g cost
Operatin
g
Expenses
Total
Employee benefits
Salary
Labor and health insurance
Pension
Remuneration of directors
Others
Depreciation
402,086

36,544
20,918

-
209
217,114

718,151

71,959

32,765
17,280

22,320

266,409

1,120,237

108,503

53,683

17,280

22,529

483,523

392,787

33,913

20,153

-

253

230,539

719,439

66,456

32,997
18,320

21,913

254,577

1,112,226

100,369

53,150

18,320

22,166

485,116

213

(Continued)

60

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

For the years ended December 31, 2021 and 2020, the information about number of employees and employee benefit expenses of the Company is as follows:

employee benefit expenses of the Company is as follows:
Number of employees
Number of directors (non-employees)
Average employee benefit expenses
Average salary expenses
Percentage of change in average salary expense of employees
Remuneration for supervisors
2021
1,740




2020
1,777

7

7
$
753
728
$
646
628
2.87%
$
-
2.87% -

The Company's salary and remuneration policy (including directors, managers and employees) is as follows:

  • (i) The remuneration to managers and employees is divided into fixed and variable salaries. Fixed salary is paid monthly regardless of profit or loss. On the other hand, variable salary is employee remuneration, development bonus, and year-end performance bonus, which are determined based on the contribution of the Company, the overall environment, and market standards that reflect the performance of the job.

  • (ii) The directors who conduct the Company's business shall receive the remuneration regardless of the operating profit or loss. The Board approves the directors’ remuneration, which is determined based on the extent and value of the service provided for the management of the Company and the peer industry level.

(13) Additional disclosures:

  • (a) Information on significant transactions:

The following is the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Company for the year ended December 31, 2021.

  • (i) Loans to other parties: None

  • (ii) Guarantees and endorsements for other parties:

N
o.
Name of
guarantor
Counter-party of
guarantee and
endorsement
Counter-party of
guarantee and
endorsement
Limitation
on

amount of
guarantees and
endorsements for
a specific
enterprise
Highest

balance for
guarantees and
endorsements
during
theperiod
Balance of
guarantees
and
endorsements as
of
reportingdate
Actual
usage
amount
during the
period
Property


pledged
for
guarantees
and
endorsements
(Amount)
Ratio of
accumulated
amounts of
guarantees and


endorsements
to net worth of
the latest
financial
statements
Maximu
m
amount for
guarantees
and
endorsem
ents
Parent
company
endorsement
s/
guarantees to
third parties on
behalf of
subsidiary
Subsidiary
endorsements/
guarantees
to third parties
on behalf of
parent
company


Endorseme
nts/guarantees
to

third
parties
on behalf of
companies in
Mainland
China
Name Relation
ship with the
Company
0 The
Company

Shan-Loo
ng Motors
Note 2 2,628,055 150,000 150,000 - - 2.85% 5,256,110
Y
- -
  • Note 1: The total amount of endorsements shall not exceed the Company's net assets, and the endorsements for a single company shall not exceed 50% of the Company's net assets.

Note 2: Subsidiary whose over 50% common stock is directly or indirectly owned.

214

(Continued)

61

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

(iii) Securities held as of December 31, 2021 (excluding investment in subsidiaries, associates and joint ventures):

(In thousands of shares) (In thousands of shares) (In thousands of shares) (In thousands of shares) (In thousands of shares)
Name of
holder
Category and
name of
security
Relationshi
p
with
company
Account title Ending
balance
Note
Shares/Uni
ts (thousands)
Carrying
value
Percentage
of ownership
(%)

Fair
value
The
Company





Shan
Loong
Investment
Co., Ltd.



Shan
Loong
Customs
Broker
Shan-Loon
g Internationl
Stock:
Cheng
Loong
Corporation stock
Gemtech
Optoelectronics
Corp.
stock
Cheng
Loong
Investment
Co.,
Ltd.
stock
Shin Loong Lifecare
Corp. stock
Yueh Loong Co.,Ltd.
Stock
Shine Far Co., Ltd.
Stock
Stocks:
Cheng
Loong
Corporation stock
Shan
Loong
Transportation Co., Ltd.
Stock
Cheng
Loong
investment
Co.,
Ltd.
Stock
Yueh Loong Co., Ltd.
stock
Stocks:
Cheng
Loong
Corporation stock
Chung Loong Paper
Holdings Limited

Cheng
Loong is the
corporate
director of the
Company
The
same
chairman of the
Board
with
Cheng Loong

-

-

-
-

-


Parent
company

-
-

-

-

Non current financial
assets at fair value through
other comprehensive income







Non-current
financial
assets at fair value through
other comprehensive income



Non-current
financial
assets at fair value through
other comprehensive income
19,376
3,644
600
350
323
270
31,819
1,353
1,200
29
7,155
3,349

683,977

72,734

29,214

2,317

5,379

13,097

1,123,200

49,401

58,362

476

252,572

204,805

1.75%

19.29%

4.62%

5.83%

10.78%

0.87%

2.87%

0.99%

9.23%

0.95%

0.65%

5.00%
683,977
72,734
29,214
2,317
5,379
13,097
1,123,2
00
49,401
58,362
476
252,572
204,805










  • (iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock: None

  • (v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None

  • (vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None

215

(Continued)

62

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

(vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100 million or 20% of the capital stock:

Name of
company
Related
party
Nature of
relationship
Transactiondetails Transactiondetails Transactiondetails Transactiondetails Transactions with
terms different from
others
Transactions with
terms different from
others
Notes/Trade receivables
(payable)
Notes/Trade receivables
(payable)
Note
Purchase/
Sale
Amount Percentage
of total
purchases/sales
Payment
terms

Unit
price
Paymen
t terms
Ending
balance

Percentage of
total notes/trade
receivables
(payable)
The
Company
Shan
Loong
Motors
Shan
Loong
international
& Customs
Broker Co.,
Ltd.
Shan
Loong
international
& Customs
Broker Co.,
Ltd.
Shan-Loo
ng Logistics
Co., Ltd.
Cheng
Loong
The
Company


Cheng
Loong


Chung
Ming
International
Limited
Cheng
Loong Binh
Duong Paper
Co., Ltd

Cheng
Loong is the
corporate
director of the
Company

Parent
company

This
Company is the
corporate
director of the
Company



Its ultimate
parent company
is the corporate
director of the
Company



Its ultimate
parent company
is the corporate
director of the
Company




Freight and
gas revenue

Revenue
from truck
sales,
maintenance
and repair




Customs
agent revenue




Customs
agent revenue




Freight
transportation
revenue
(1,476,8
81)
(162,469
)
(101,649
)
(168,000
)
(118,969
)

(8.60)%
(29.71)%
(10.57)%
(17.47)%
(47.75)%
20-80
days
25 days
60 days
25 days
60 days

There is
no
difference
to those of
the
third-party








No
difference




Accou
nts
receivable
250,020
Accou
nts
receivable
17,442
Accou
nts
receivable
16,168
Accou
nts
receivable
8,553
Accou
nts
receivable
17,297



32.36%


62.06%


11.15%


5.90%


56.02%
  • (viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:
Name of
company

Related-party
Nature of
relationship
Ending
balance

Turnover
rate
Overdue Overdue Amounts received
in
subsequent period

Loss
allowan
ce
Amou
nt
Action
taken
The
Company

Cheng Loong
Cheng Loong is
the corporate
director of the
Company

250,020

5.88

-
Accounts receivable
242,146

-

Note 1: Information as of February 28, 2022.

  • (ix) Trading in derivative instruments: None.

216

(Continued)

63

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

(b) Information on investees:

The following is the information on investees (excluding information on investees in Mainland China):

(In thousands of shares) (In thousands of shares) (In thousands of shares) (In thousands of shares) (In thousands of shares) (In thousands of shares) (In thousands of shares) (In thousands of shares) (In thousands of shares) (In thousands of shares)
Name of
investor
Name of investee Location Main
businesses
and products
Original investment amount Balance as of endingof theperiod Net
income

(losses)
of investee
(Note2)
Share of
profits
/losses of
investee
(Note2)

Note
December
31, 2021
(Note1)
December
31, 2020
(Note1)
Shares Percent
age of
ownership
Carrying
value
(Note1)
The
Company
The
Company
The
Company
The
Company
The
Company
Shan-Loon
g International
Shan-Loon
g International
Loong De
Shan-Loong
Investment
Shan
Loong
Customs Broker
Shan-Loong
International
Shang
Loong
Motors
Ko Loong Industry
Long Yun
Loong De
Shan-Loong
Logistics Co., Ltd.
New
Taipei City

Keelung
British
Virgin Islands

New
Taipei CIty
New
Taipei CIty
Samoa
Samoa
Vietnam
Investing
activities
Import and
export
agent
services
Investing
activities
Truck
repair,
maintenance
and sales
Synthetic
resin and plastic
manufacturing
Investing
activities
Investing
activities
Warehousin
g,
freight
transportation
and
related
agent
400,000


131,000
278,101
(USD10,047
thousand)
200,000

28,655
22,725
(USD821
thousand)
28,234
(USD1,020
thousand)


28,234
(USD1,020
thousand)
400,000
131,000

278,101
(USD10,047
thousand)
36,000
-

22,725
(USD821
thousand)
28,234
(USD1,020
thousand)

28,234
(USD1,020
thousand)
40,000
13,100

10,047
20,000
2,014
821

1,020

-
100.00
%
100.00
%
100.00
%
100.00
%
19.75
%
100.00
%
100.00
%
51.00
%
9
5
1,200,08
410,023
611,081
216,477
71,325
57,057
60,933
(2,924)
19,384
13,174
1,938
8,029
15,742
54,079
60,933
(2,924)
15,533
2,601
130,222
Investme
nt gains and
losses
recognized by
its
parent
company

54,079
60,933
(2,924)
15,533
2,601

Subsidi
ary
company







-




Subsidi
ary
company


2,508,99

130,222
231,173
48,427
48,451

Note 1: The amounts of New Taiwan Dollars were exchanged by the closing rates on the reporting date. Note 2: The amounts of New Taiwan Dollars were exchanged by the average rates on the reporting date.

(c) Information on investment in mainland China:

  • (i) The names of investees in Mainland China, the main businesses and products, and other information:
Name of
investee
Main
businesses
and
products
Total
amount
of capital
surplus
Method
of
investment
Accumulated
outflow of
investment
from
Taiwan as of
beginning of the
period

Investment flows

Investment flows
Accumulated
outflow of
investment from
Taiwan as of
ending of
theperiod
Percentage
of
ownership
Net income
(losses)
of the
investee
(Note6)
Investme
nt
income
(losses)
(Note6)
Book
value
(Note5)
Accumulat
ed
remittance
of earnings
in
current
period
Outflo
w
Inflow
(Note5)
Shanghai
Chung Loong
Paper Co., Ltd.
(Shanghai
Chung Loong)
Shanghai
Shan Tong




Corrugated
medium and kraft
linerboard

Warehousing,
freight
transportation and
related agent


(Note 8)



21,720
(RMB5,000
thousand)
(Note 7)
(Note1)



(Note1)
160,046
(USD 5,782
thousand)
40,721
(USD812
thousand and
RMB4,200
thousand)



-





-
-
-
160,046
(USD 5,782
thousand)
40,721
(USD812
thousand and
RMB4,200
thousand)

-%



60.00%
-
3,348
-
2,009
-
231,18
3
-
-

217

(Continued)

64

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

Name of
investee
Main
businesses
and
products
Main
businesses
and
products
Total
amount
of capital
surplus
Method
of
investment
Accumulated
outflow of
investment
from
Taiwan as of
beginning of the
period

Inves

Inves
tment flows Accumulated
outflow of
investment from
Taiwan as of
ending of
the period

Percentage
of
ownership
Net income
(losses)
of the
investee
(Note 6)
Net income
(losses)
of the
investee
(Note 6)
Investme
nt
income
(losses)
(Note 6)
Book
value
(Note 5)
Accumulat
ed
remittance
of earnings
in
current
period
Outflo
w
Inflow
(Note 5)
Loong Fu
Paper (Kunsan)
Co., Ltd.
Cheng
Loong
(Gwangtung)
Paper Co., Ltd.
Zhangzhou
Cheng Loong
Paper Co., Ltd.
Qingdao
Chung Loong
Paper Co., Ltd.
Tianjin
Chung Loong
Paper Co., Ltd.
Suzhou
Cheng Loong
Paper Co., Ltd.
Chong
Qing Cheng
Loong Paper
Co., Ltd.
Chengdu
Cheng Loong
Packing
Products Co.,
Ltd.
Henan
Cheng Loong
Packing
Products Co.,
Ltd.


Corrugated
paper boxes,
cardboard and
paper products



Cardboard,
paper boxes, paper
products and
packing
decoration
printing


Cardboard,
paper boxes and
paper products


Cardboard,
paper boxes and
paper products


Corrugated
cardboard, paper
boxes, paper
pallets and paper
products


Cardboard



Corrugated,
cardboard,
corrugated boxes,
display boxes,
paper pallets and
paper products




Corrugated
cardboard, paper
boxes, paper
pallets and paper
products




Corrugated
cardboard and
packaging
products



276,800
(USD10,000
thousand)






858,080
(USD31,000
thousand)


353,750
(USD12,780
thousand)


(Note 8)




(Note 8)
512,080
(USD18,500
thousand)





373,680
(USD13,500
thousand)




111,993
(USD4,046
thousand)



276,523
(USD9,990
thousand)


(Note1)


(Note1)


(Note1)
(Note1)
(Note1)


(Note1)


(Note1)


(Note1)


(Note1)
30,863
(USD1,115
thousand)
23,500
(USD849
thousand)
17,660
(USD638
thousand)
4,152
(USD150
thousand)
13,868
(USD501
thousand)
4,844
(USD175
thousand)
4,678
(USD169
thousand)
3,460
(USD125
thousand)
11,598
(USD419
thousand)



-



-



-



-



-



-



-



-



-
-
-
-
-
-
-
-
-
-
30,863
(USD1,115
thousand)
23,500
(USD849
thousand)
17,660
(USD638
thousand)
4,152
(USD150
thousand)
13,868
(USD501
thousand)
4,844
(USD175
thousand)
4,678
(USD169
thousand)
3,460
(USD125
thousand)
11,598
(USD419
thousand)

5.00%

5.00%

5.00%

-%

-%

5.00%

5.00%

5.00%

5.00%
(Note 4)
(Note 4)
(Note 4)
-
-
(Note 4)
(Note 4)
(Note 4)
(Note 4)
(Note 4)
(Note 4)
(Note 4)
-
-
(Note 4)
(Note 4)
(Note 4)
(Note 4)
(Note
4)
(Note
4)
(Note
4)
-
-
(Note
4)
(Note
4)
(Note
4)
(Note
4)
-
-
-
-
-
-
-
-
-
(ii) Limitation on investment in Mainland China:
Accumulated Investment in Mainland
China as of December 31, 2021
Investment Amounts
Authorized by Investment
Commission, MOEA
Upper Limit
Investment
on
315,390
(USD10,735 thousand and RMB4,200
thousand)

315,390
(USD10,735 thousand and
RMB4,200 thousand)
3,153,666

Note1: Indirectly investment in Mainland China through companies registered in the third region. Note2: The amounts of New Taiwan Dollars were exchanged by the rates at the reporting date. Note3: The recognition of investment profit and loss of Shanghai Shan Tong was based on the financial

218

(Continued)

64

SHAN-LOONG TRANSPORTATION CO., LTD.

Notes to the Financial Statements

Name of
investee
Main
businesses
and
products
Total
amount
of capital
surplus
Method
of
investment
Accumulated
outflow of
investment
from
Taiwan as of
beginning of the
period

Inves
tment flows Accumulated
outflow of
investment from
Taiwan as of
ending of
the period

Percentage
of
ownership
Net income
(losses)
of the
investee
(Note 6)
Investme
nt
income
(losses)
(Note 6)

Book
value
(Note 5)
Accumulat
ed
remittance
of earnings
in
current
period
Outflo
w
Inflow
(Note 5)

Note4: Indirectly investment in Mainland China through Chung Loong Paper Holdings Limited. Note5: The amounts of New Taiwan Dollars were exchange by the closing rates on the reporting date. Note6: The amounts of New Taiwan Dollars were exchange by the average rates on the reporting date. Note7: Shanghai Shan Tong performed capital reduction RMB32,000 thousand in 2018, and Shan Loong International received capital reduction RMB19,200 thousand. As of the reporting date, the funds have not come back to Taiwan yet.

Note8: Indirectly investment in Mainland China through Chung Loong Paper Holdings Limited. These companies had been disposed in previous years. As of the reporting date, the investment amounts have not been repatriated yet.

(iii) Significant transactions: None

report which was reviewed by Taiwan accountants. The remaining invested companies did not use the equity method to invest, so there was no profit or loss recognized in this period.

219

(Continued)

66

(d) Major shareholders:

Unit: shares

Unit: shares
Shareholding
Shareholder’s Name
Shares Percentage
Cheng Loong Corporation 12,690,010
9.24%
CTBC comprehensive trust account for employees of
Shan-Loong
Transportation
8,602,899
6.26%
Shine Far Co., Ltd. 8,367,944
6.09%

(14) Segment information:

Please refer to the consolidated financial statements for the year ended December 31, 2021.

220

Chapter 7. Evaluation of Financial Status and Operating Results Review and Risk Matters

I. Financial position

Units: NT$ Thousand; %

Year
Difference
Item 2021 2020
Amount
Current Assets 578,844
2,867,370 2,288,526
25.29
Property, plant, and equipment 3,609,511 3,725,365 (115,854) (3.11)
Intangible assets 0 0 0
0
Other non-current assets 3,876,316 4,029,108 (152,792) (3.79)
Total asset value 10,353,197 10,042,999 310,198
3.09
Currentliabilities 3,494,290 2,356,421 1,137,869
48.29
Non-currentliabilities 1,402,124 2,410,834 (1,008,710) 41.84
Total liabilities 4,896,414 4,767,255 129,159
2.71
Capitalstock 1,372,818 1,372,818 0
0
Capitalsurplus 583,359 580,381 2,978
0.51
Retained earnings 1,944,149 1,790,142 154,007
8.60
Otherequityinterest 1,387,647 1,374,710 12,937
0.94
Treasury stock (31,863) (31,863) 0
0
Equity attributable to

shareholders of the parent
5,256,110 5,086,188 169,922
3.34
company
Non-controlling Interests 200,673 189,556 11,117
5.86
Total equity 5,456,783 5,275,744 181,039
3.43
Explanation of major changes: (changes in previous and subsequent periods up to 20% and the amount of

changes up to NT $10 million)
(I)
Increase in current assets: due to increase in cash and cash equivalents in the current period.
(II)
Increase in current liabilities: Due to increase in long-term liabilities due within one year of the

current period.
(III) Decrease in other non-current liabilities: due to decrease in long-term borrowings.

221

II. Financial performance

Units: NT$ Thousand; %

Year Increase % Change
Item 2021 2020 (Decrease)
Amount
Operating revenue 2,856,663
18,812,163 15,955,500 17.90
Operating costs 2,814,582
17,026,406 14,211,824 19.82
Gross profit 42,081
1,785,757 1,743,676 2.41
Operating expenses 53,619
1,410,146 1,356,527 3.95
Net operating profit (11,538)
375,611 387,149 (2.98)
Non-operating income and 62,464
138,456 75,992 82.80
expenses
Net income before tax 50,926
514,067 463,141 11.00
Income tax expense 6,255
89,507 83,252 7.51
Net profit for the period 44,671
424,560 379,889 11.76
Other comprehensive income
55,521 939,019 (883,498) (94.09)
(loss)
Total comprehensive income
480,081 1,318,908 (838,827) (63.60)
for the period
(If the increase or decrease amounts to 20%, and the change amounts to NT $10 million, please
analyze and explain)
(I)
Increase in non-operating income and expenses: increase in dividend income in the current
period.
(II) Increase and decrease in other comprehensive profits and losses: This is due to the
decrease in unrealized evaluation profits and losses of equity instrument investment
measured at fair value-added through other comprehensive profits and losses in the current
period.
(III) Decrease in total comprehensive profit or loss in the current period: Due to decrease in
other comprehensive profit or loss in the current period.

222

III. Analysis of Cash Flow

  • (I) Analysis of the clash flow difference of the most two recent years
Year
Item
2021 2020 Increasing
(Decreasing)
Percentage
Cash Flow Ratio 37.94% 53.25% (15.31)%
Cash flow adequacy ratio 101.57% 84.50% 17.07%
Cash re-investment ratio 19.82% 17.71% 2.11%

If the increase or decrease ratio changes by more than 20%, the analysis and explanation are as

follows: None.

  • (II) Analysis of the Cash Flow Difference of the Next Year:
lysis of the Cash Flow Difference of the Next Year: lysis of the Cash Flow Difference of the Next Year: lysis of the Cash Flow Difference of the Next Year: lysis of the Cash Flow Difference of the Next Year: lysis of the Cash Flow Difference of the Next Year: lysis of the Cash Flow Difference of the Next Year:
In Thousands of New Taiwan Dollars
Cash balance at
the beginning of
the period
Annual net cash
flow
Net cash flow from
operating activities
Annual
Cash outflows
Cash
Remaining
Surplus
Remedy for cash
inadequacy
Investment
plan
Financing
plan
563,141 800,000 700,000 663,141
  1. Cash Flow Analysis for the Year of the current year:

    • (1) Operating activities: Based on the development direction of the company's main business, the sales and profits are stable, and the cash flow of operating activities is expected to increase in the next year.

    • (2) Investment activities: it is expected to increase investment in fixed assets, distribute cash dividends and other activities.

  2. Remedy action for estimated cash inadequacy: Not Applicable.

  3. IV. Major Capital Expenditures and Impact on Financial and Business in the most recent year: None.

  4. V. Investment policy in the past year, the main reasons for profit/loss, improvement plan, and investment plan for the upcoming fiscal year

There are no other reinvestment plans for the Company in the most recent year.

VI. Risks

223

  • (I) Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on Corporate Finance, and Future Measures

  • Interest rate change: the Company has sufficient working capital and maintains good relationship with banks. The company has sound finance and good debt credit. It is expected that future interest rate changes will not have a significant impact on the company's profits and losses.

  • Exchange rate changes: the Company mainly focuses on domestic transportation and oil sales, and exchange rate fluctuations have little impact on the company; However, the financial department of the general management office also keeps abreast of the market information on the trend of exchange rate, and may take specific countermeasures when necessary to avoid the risk caused by the change of exchange rate.

  • Inflation: the company is engaged in domestic transportation and oil sales, and has not been affected by costs and profits and losses due to inflation.

  • (II) The policies to engage in high-risk, highly-leverage investments, lending, endorsements and guarantees, and the transactions of financial derivative products in the most recent year, the main reasons for gains and losses, and the future countermeasures

  • Neither the Company nor its subsidiaries are engaged in high-risk and high-profile investments but operation of its business.

  • For endorsements and guarantees and fund loans to others engaged by the company and its subsidiaries due to business needs, in addition to careful evaluation, and in accordance with the relevant laws and regulations of the FSC and the provisions of the "operating procedures for endorsements and guarantees" and "operating procedures for fund loans to others" formulated by the company, the company shall timely and correctly announce all information.

  • (III) Future R&D Projects and Estimated R&D Expenditure

  • The Company continues to build an environmental-friendly fleet, and it is expected to purchase 20 tractors and 10 trucks.

  • The Company is to purchase of self-service fuel dispenser equipment.

  • The Company is to build the logistics system to upgrade the dispatch system.

The investment in research and development for the above plan is expected to be approximately NT $140 million.

  • (IV) Effects of and Response to Changes in Policies and Regulations Relating to Corporate Finance and Business

  • Important policy and legal changes at home and abroad in the most recent year had no significant impact on the company's financial business. Look forward to the future, the Company will collect relevant information from time to time and discuss necessary countermeasures to meet the needs of the Company's operation.

  • (V) Effects of and Response to Changes in Technology and the Industry Relating to Corporate Finance and Business

The company's businesses are mainly transportation, gas stations and other service. The competitiveness of the industry mainly depends on the quality of transportation equipment, oil

224

supply and operators' familiarity and service attitude. Therefore, there was no impact on the company due to major technical changes in the last year.

  • (VI) The Impact of Changes in Corporate Image on Corporate Risk Management, and the Company’s Response Measures

The Company values resources, protects the environment, complies with laws and regulations, strives to establish a good corporate image, and effectively reduces and eliminates the impact of environmental issues on the Company.

  • (VII) Expected Benefits and Risks Relating to Merger and Acquisition Plans and Response Measures

The company has no plans for mergers and acquisitions in the most recent year and up to the date of publication of the annual report.

  • (VIII) Expected Benefits and Risks Relating to Plant Expansion Plans and Response Measures: None.

  • (IX) The risk and future mitigation efforts to risks associated with purchase concentration and sales concentration

  • In terms of Purchase The company's main oil suppliers are CPC and Formosa Plastics, the two largest domestic oil manufacturers, and there should be no risk of centralized purchase.

  • In terms of sales The company's sales target is the general consumers and many domestic companies and firms, so there is no risk of centralized sales.

  • (X) Impacts, risks, and response measures resulting from major equity transfer or replacement of directors, or substantial shareholders holding more than 10% of the Company's shares: None.

  • (XI) Impact, risk, and response measures related to any change in the administrative authority towards the Company's operations: None.

  • (XII) Litigation or Non-litigation Events: None.

  • (XIII) Other significant matters and response measures: None.

VII. Other important items: None.

225

Chapter 8. Special Disclosure

I. Summary of Affiliated Companies

  • (I) Consolidated Business Report - Overview of Affiliates

  • Organizational Structure of Affiliated Companies

Shan-Loong Transportation Co., Ltd.

Shan-Loong Investment Co., Shan-Loong International & Shan-Loong Automotive Co., Shan-Loong International Ltd. Customs Broker Co., Ltd. Ltd. Holdings Co., Ltd. Consolidated shareholding Consolidated shareholding Consolidated shareholding Consolidated shareholding percentage: 100% percentage: 100% percentage: 100% percentage: 100%

Long Yun Investment Loong De Investment Co., Ltd. Holding Co., Ltd Consolidated shareholding Consolidated shareholding percentage: 100% percentage: 100% Shanghai Shantong Storage and Shan-Loong Logistics Co., Ltd. Transportation Co., Ltd. Comprehensive shareholding Comprehensive shareholding ratio: 51% ratio: 60%

226

2. Basic information of affiliates

Date of Paid-in capital
Enterprise Name Address
Main Business or Products
incorporation
(NT $1,000)
Shan-Loong Investment 1F, No. 1-2, Sec. 1, Minsheng Rd., Banqiao Dist., NTD
1998.12.07 General investment business
Co., Ltd. New Taipei City 400,000
1. Customs
Declaration
Shan-Loong International
5F., No. 133-7, Yi 1st Rd., Zhongzheng NTD industry.

& Customs Broker Co.,
1997.11.21

Dist., Keelung City
131,000
2. Sea freight forwarding
Ltd.
industry.
Shan-Loong Automotive 1F, No. 1-2, Sec. 1, Minsheng Rd., Banqiao Dist., NTD Automotive repair, wholesale
2020.09.02

Co., Ltd.

New Taipei City
200,000
and retail trade
Shan-Loong International P.O.BC3321 Road Town,Tortda,British Virgin USD
2002.06.05 General investment business

Holdings Co., Ltd

Islands
10,047
Long Yun Investment USD
2002.09.03 Level 2, Lotemau Centre,Vaea Street, Apia, samoa General investment business

Holding Co., Ltd
821
Loong De Investment Co., USD
2007.04.13 Level 2,Lotemau Centre,Vaea Street,Apia,samoa General investment business

Ltd.
1,020
Shanghai Shantong Storage
Room B210, Floor 2, Building 2, No. 2250, Pudong
RMB

and Transportation Co.,

2004.03.19
Transportation

South Road, Shanghai

5,000
Ltd.
Shan-Loong Logistics Co., USD
2018.06.05 Ho Chi Minh City Transportation
Ltd. 2,000

227

  1. Information of the directors, supervisors and president of each affiliated enterprise

In shares

Enterprise Name Position Name and Representative Current shareholding
Number of shares at the end of the
year(thousand shares)
Shareholdi
ngratio
Shan-Loong Investment Co., Ltd. Shan-Loong Transportation Co., Ltd. 40,000 100%
Chairman Representative: Jen-Hao Cheng
Director Representative: Chen-Te Wang
Director Representative: Wei-Liang Chang
Director Representative: Yu-Cheng Yao
Director Representative: Yi-Li Chen
Supervisor Representative: Wei-TengHsiao
Shan-Loong International & Customs
Broker Co., Ltd.
Shan-LoongTransportation Co., Ltd. 13,100 100%
Chairman Representative: Jen-Hao Cheng
Director Representative: Min-Peng Hsu
Director Representative: Chien-Hsin Wang
Director Representative: Ming-Chuan Hsieh
Director Representative: Yi-Nuo Chen
Supervisor Representative: Yung-Lung Chen
Shan-Loong Automotive Co., Ltd. Shan-Loong Transportation Co., Ltd. 20,000 100%
Chairman Representative: Jen-Hao Cheng
Director Representative: Kun-Lin Wu
Director Representative: Ming-Chuan Hsieh
Director Representative: San-Yu Chang
Director Representative: Chun-Yi Ho
Supervisor Representative: Yi-Hsin Chen
Shan-Loong International Holdings
Co., Ltd
Director Shan-Loong Transportation Co., Ltd. Contributed USD $10,050,000 100%
Representative: Jen-Hao Cheng
Long Yun Investment
Holding Co., Ltd
Director Shan-Loong International Holdings Co., Ltd Contributed USD $820,000 100%
Representative: Jen-Hao Cheng
Loong De Investment Co., Ltd. Director Shan-Loong International Holdings Co., Ltd Contributed USD $1,020,000 100%
Representative: Jen-Hao Cheng
Shanghai Shantong Storage and
Transportation Co., Ltd.
Long Yun Investment
HoldingCo.,Ltd
Contributed RMB 5 million Yuan 60%
Director Representative: Jen-Hao Cheng, Lan-Hui Yu
Director Wen-Ming Cheng, Hui Hsiung, Hua Chou
Shan-Loong Logistics Co., Ltd. Loong De Investment Co., Ltd. Contributed US $1.02 million 51%
Director Representative: Jen-Hao Cheng, Lan-Hui Yu,
Ken-Pei Cheng
Director Representative: Pham Thi TUYETLOUNG
Kien Giang Thi

228

4. Status of operations of affiliates

In Thousands of New Taiwan Dollars
Operating
revenue
Operating
profit
Net
Income
(Loss)
(after tax)
Earnings
per share
(NT$)
(after tax)

(3,203)
57,057
NA
961,876
59,041
60,933
NA
546,877
23,784
19,384
NA

(10,021)
(2,924)
NA

(78)
1,938
NA

(279)
8,029
NA
8
(2,676)
3,348
NA
249,155
17,541
15,742
NA
In Thousands of New Taiwan Dollars
Operating
revenue
Operating
profit
Net
Income
(Loss)
(after tax)
Earnings
per share
(NT$)
(after tax)

(3,203)
57,057
NA
961,876
59,041
60,933
NA
546,877
23,784
19,384
NA

(10,021)
(2,924)
NA

(78)
1,938
NA

(279)
8,029
NA
8
(2,676)
3,348
NA
249,155
17,541
15,742
NA
In Thousands of New Taiwan Dollars
Operating
revenue
Operating
profit
Net
Income
(Loss)
(after tax)
Earnings
per share
(NT$)
(after tax)

(3,203)
57,057
NA
961,876
59,041
60,933
NA
546,877
23,784
19,384
NA

(10,021)
(2,924)
NA

(78)
1,938
NA

(279)
8,029
NA
8
(2,676)
3,348
NA
249,155
17,541
15,742
NA
In Thousands of New Taiwan Dollars
Operating
revenue
Operating
profit
Net
Income
(Loss)
(after tax)
Earnings
per share
(NT$)
(after tax)

(3,203)
57,057
NA
961,876
59,041
60,933
NA
546,877
23,784
19,384
NA

(10,021)
(2,924)
NA

(78)
1,938
NA

(279)
8,029
NA
8
(2,676)
3,348
NA
249,155
17,541
15,742
NA
Net Earnings
Total asset
Total
Operating
Operating

Income

per share
Name of Company Capital Net Worth
value liabilities
revenue


profit

(Loss)

(NT$)
(after tax) (after tax)
Shan-Loong Investment

400,000
1,298,676 49,186 1,249,490 (3,203) 57,057 NA

Co., Ltd.
Shan-Loong

International & Customs

131,000
573,208 163,185 410,023 961,876 59,041 60,933 NA
Broker Co., Ltd.
Shan-Loong Automotive

200,000
335,969 115,641 220,328 546,877 23,784 19,384 NA

Co., Ltd.
Shan-Loong

International
Holdings

302,822
611,081 611,081 (10,021) (2,924) NA

Co., Ltd
LongYun Investment
12,370 231,231 58 231,173 (78) 1,938 NA

Holding Co., Ltd

LoongDe
Investment

30,643
48,500 74 48,426 (279) 8,029 NA
Co.,Ltd.
Shanghai
Shantong


Storage
and


35,514
394,224 8,919 385,305 8 (2,676) 3,348 NA

Transportation Co., Ltd.
Shan-Loong
Logistics

60,810
152,010 57,008 95,001 249,155 17,541 15,742 NA


Co.,Ltd.

229

(II) Consolidated Financial Statement of Affiliates

Declaration of Consolidated Financial Statements of Affiliates

Written statement

Year 2021 (from January 1 to December 31, 2021) In accordance with the "Standards for the Preparation of Consolidated Business Reports of Affiliates, Consolidated Financial Statements of Affiliates and Relationship Reports" The companies that should be included in the preparation of consolidated financial statements of affiliates are the same as

those that should be included in the preparation of consolidated financial reports of parent and subsidiary companies in accordance with international accounting and Financial Reporting Standards No. 10 approved by the Financial Regulatory Commission, and the relevant information that should be disclosed in the consolidated financial statements of affiliates has been disclosed in the previous consolidated financial reports of parent and subsidiary companies, so the consolidated financial statements of affiliated will not be prepared separately. Sincerely,

Name: Shan-Loong Transportation Co., Ltd. Chairman: Jen-Hao Cheng Date: March 7, 2022

II. Status of private placement of marketable securities: None.

  • III. Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Year and as of the Publication Date of the Annual Report: None

IV. Other Necessary Statements: None.

  • Chapter 9. Matters that Have a Significant Impact on Shareholders' Equity or Securities Prices Under Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange law: None.

230