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TFC Audit Report / Information 2021

Nov 12, 2021

51902_rns_2021-11-12_4d29d181-520c-4b16-b8d2-6108339bcbd6.pdf

Audit Report / Information

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1

Stock Code:1722

TAIWAN FERTILIZER CO., LTD.

Parent Company Only Financial Statements

With Independent Auditors’ Report For the Years Ended December 31, 2021 and 2020

Address: 6F, No.88, Nanjing E. Rd., Sec 2, Taipei City 10457, Taiwan Telephone: (02)2542-2231

The independent auditors’ report and the accompanying parent company only 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’ report and parent company only financial statements, the Chinese version shall prevail.

2

Table of contents

Contents
1. Cover Page
2. Table of Contents
3. Independent Auditors’ Report
4. Balance Sheets
5. Statements of Comprehensive Income
6. Statements of Changes in Equity
7. Statements of Cash Flows
8. Notes to Financial Statements
(1)
Company history
(2)
Approval date and procedures of the financial statements
(3)
New standards, amendments and interpretations adopted
(4)
Summary of significant accounting policies
(5)
Significant accounting assumptions and judgments, and major sources
of estimation uncertainty
(6)
Explanation of significant accounts
(7)
Related-party transactions
(8)
Pledged assets
(9)
Commitments and contingencies
(10) Losses Due to Major Disasters
(11) Subsequent Events
(12) Other
(13) Other disclosures
(a) Information on significant transactions
(b) Information on investees
(c) Information on investment in mainland China
(d) Major shareholders
(14) Segment information
9. List of major account titles
Page
1
2
3
4
5
6
7
8
8
8~9
9~26
26~27
27~61
62~65
65
65~66
66
66
66~67
68~71
71
72
72
72
73~79

3

==> picture [168 x 19] intentionally omitted <==

KPMG

台北市110615信義路5段7號68樓(台北101大樓) Telephone 電話 + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Fax 傳真 + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) Internet 網址 home.kpmg/tw

Independent Auditors’ Report

To the Board of Directors of TAIWAN FERTILIZER CO., LTD.:

Opinion

We have audited the financial statements of TAIWAN FERTILIZER CO., LTD.(“ the Company” ), which comprise the Balance Sheets as of December 31, 2021 and 2020, and the statement 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, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2021 and 2020, and its financial performance and its cash flows for the year ended December 31, 2021 and 2020 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” ), interpretation as well as related guidance endorsed 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 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 for the year ended December 31, 2021. 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 that, in our professional judgment, should be communicated are as follows:

  1. Impairment assessment of investments in equity method (including goodwill and intangible assets with an indefinite useful life)

Please refer to notes 4(n), 5 and 6(h) for the “recognition of impairment assessment of investments accounted for by the equity method” , “ assumptions used and uncertainties considered in determining investments accounted for by the equity method, investments for impairment loss and obsolescence” and “balances of impairment loss and obsolescence”, respectively.

KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

3-1

Key audit matters:

As described in Note 6(h) of the accompanying financial statements, the Company acquired control over Taiwan Yes Deep Ocean Water Co., Ltd. (“ Taiwan Yes” ), which was accounted for as acquisition using the equity method (including the goodwill and trademark with indefinite useful lives). In accordance with IAS 36 “ Impairment of Assets” , goodwill and intangible assets with indefinite useful lives should be tested for impairment annually; and based on the estimated future cash flows of Taiwan Yes (the cash-generating unit), the recoverable amount was evaluated in order to determine whether there is any impairment of the aforementioned investment accounted for by using the equity method (including the goodwill and intangible assets with indefinite useful lives). Since the estimated future cash flows requires management’s forecasting of the industry overview and the future operating performance of Taiwan Yes, the recoverable amount will be affected and an impairment loss will be incurred should there be any change in the situation. Therefore, the impairment assessment of equity method investments has been identified as a key audit matter.

How the matter was addressed in our audit:

Our principal audit procedures included confirming whether the management have properly assessed the recoverability of goodwill based on the forecasted cash flows within the following 5 years, wherein the assessment have been reviewed by the competent authority; and verifying whether the management has disclosed the impairment of goodwill in the financial statements on a timely manner after identifying such circumstance. In addition, we also assessed the adequacy of the forecasting methods and the discount rate used by the management, and compared the discount rate with external information; verified the management’ s assumptions with external relevant information, and evaluated the major assumptions (including the forecast revenue growth rate, discount rate and forecast margin).

Other Matter

We did not audit the financial statements as of and for the years ended December 31, 2021 and 2020, of certain investees in equity method. Those statements were audited by other auditors, whose reports have been furnished to us. Our opinion, insofar as it relates to the amounts included in the Corporation’ s financial statements for these investees, is based solely on the reports of the other auditors. As of December 31, 2021 and 2020, the investments in the aforementioned investees are 13.64% and 12.15% ($10,758,806 thousand and $9,202,183 thousand), of the Corporation’s total assets. For the years ended December 31, 2021 and 2020, the investment income on the above said investees are 81.84% and 20.03% ($3,074,009 thousand and $593,696 thousand) of the Corporation’s income before income tax.

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 IFRSs, IASs, interpretation as well as related guidance endorsed 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 financial statements that are free from material misstatement, whether due to fraud or error.

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

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

3-2

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 auditor’s 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.

  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 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 auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. 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.

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit.

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.

3-3

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 Kuo-Yang Tseng and Heng-Shen Lin.

KPMG

Taipei, Taiwan (Republic of China) March 22, 2022

Notes to Readers

The accompanying parent company only 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 parent company only financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ audit report and the accompanying parent company only 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 parent company only financial statements, the Chinese version shall prevail.

4

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) TAIWAN FERTILIZER CO., LTD.

Balance Sheets

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (notes 6(a) and (t))
1110
Total current financial assets at fair value through profit or loss (notes 6(b)
and (t))
1120
Total current financial assets at fair value through other comprehensive
income (notes 6(c) and (t))
1150
Notes receivable, net (notes 6(e)、(q) and (t))
1170
Accounts receivable, net (notes 6(e)、(q)、(t) and 7)
1200
Other receivables, net (notes 6(f)、(t) and 7)
130X
Total inventories (note 6(g) )
1410
Total prepayments (note 7)
1476
Other current financial assets (notes 6(a) and (t))
1470
Total other current assets
Non-current assets:
1517
Total non-current financial assets at fair value through other comprehensive
income (notes 6(c) and (t))
1535
Non-current financial assets at amortised cost, net (notes 6(d) and (t))
1550
Investments accounted for using equity method, net (notes 6(h) and (t))
1600
Total property, plant and equipment (note 6(i))
1755
Right-of-use assets (note 6(j))
1760
Investment property, net (notes 6(k) and (l))
1780
Total intangible assets
1840
Deferred tax assets (note 6(n))
1930
Long-term notes and accounts receivable, net (notes 6(f) and (t))
1980
Total other non-current financial assets (notes 6(a)、(t) and 8)
1990
Total other non-current assets, others (note 6(t))
Total assets
December 31, 2021
Amount
%
$ 1,917,886
3
60,009
-
127,059
-
188,453
-
1,736,204
2
10,672
-
2,667,289
4
137,316
-
68,203
-
15,215
-
6,928,306
9
3,439,803
5
-
-
13,729,226
17
11,928,382
15
1,022,183
2
41,164,306
52
13,680
-
355,923
-
84,125
-
159,425
-
31,436
-
71,928,489
91
$
78,856,795
100
December 31, 2020
Amount
%
2,521,222
3
1,300,013
2
112,566
-
117,543
-
646,808
1
11,523
-
2,774,010
4
285,034
-
900,000
1
7,299
-
8,676,018
11
2,712,178
4
28,507
-
12,121,677
16
12,421,858
17
1,122,080
2
38,094,155
50
11,724
-
285,570
-
115,396
-
159,188
-
20,020
-
67,092,353
89
75,768,371
100
Liabilities and Equity
Current liabilities:
2130
Current contract liabilities (note 6(q))
2150
Total notes payable (note 6 (t))
2170
Total accounts payable (notes 6(t) and 7)
2200
Total other payables (notes 6(t) and 7)
2230
Current tax liabilities
2280
Current lease liabilities (note 6(t))
2313
Unearned revenue (note 6(k))
2310
Other advance receipts
2399
Other current liabilities, others
Non-Current liabilities:
2550
Total non-current provisions
2570
Total deferred tax liabilities (note 6(n))
2580
Non-current lease liabilities (note 6(t))
2630
Long-term deferred revenue (note 6(k))
2640
Net defined benefit liability, non-current (note 6(m))
2645
Guarantee deposits received (notes 6(t) and 7)
Total liabilities
Equity (note 6(o)):
3100
Total capital stock
3200
Total capital surplus
Retained earnings:
3310
Legal reserve
3320
Special reserve
3350
Total unappropriated retained earnings
3400
Total other equity interest
Total equity
Total liabilities and equity
December 31, 2021 December 31, 2020
Amount
%
Amount
%
$ 139,704
-
1,090
-
2,281,757
3
708,388
1
111,968
-
27,594
-
389,525
1
19,820
-
45,872
-
3,725,718
5
223,648
-
7,449,720
10
108,868
-
14,257,410
18
136,612
-
326,959
-
26,228,935
33
9,800,000
12
2,244,652
3
3,673,475
5
30,743,799
39
3,950,024
5
2,215,910
3
52,627,860
67
$
78,856,795
100
83,449
-
1,060
-
463,288
1
561,234
1
71,196
-
27,795
-
389,525
1
305,889
-
52,190
-
1,955,626
3
223,648
-
7,104,724
10
136,462
-
14,627,720
19
131,319
-
280,161
-
24,459,660
32
9,800,000
13
2,244,652
3
3,397,549
5
30,823,647
41
3,391,695
4
1,651,168
2
51,308,711
68
75,768,371
100

See accompanying notes to parent company only financial statements.

5

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) TAIWAN FERTILIZER CO., LTD.

Statements of Comprehensive Income

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

2021
Amount
%
4000
Total operating revenue (notes 6(k)(l)(q) and 7)
$ 13,074,793
100
5000
Total operating costs (notes 6(g)(m)7 and 12)
(11,221,605)
(86)
5900
Gross profit from operations
1,853,188
14
Operating expenses (notes 6(m)(r) and 12):
6100
Total selling expenses
(396,606)
(3)
6200
Total administrative expenses
(1,013,486)
(8)
6300
Total research and development expenses
(58,695)
-
6450
Expected credit loss
(2,569)
-
(1,471,356)
(11)
6900
Net Operating income
381,832
3
Non-operating income and expenses:
7100
Total interest income (note 6(s))
14,062
-
7010
Total other income (notes 6(c) and (s))
102,699
1
7020
Other gains and losses, net (notes 6(s) and 12)
106,695
1
7050
Finance costs, net (note 6(s))
(3,030)
-
7060
Share of profit (loss) of associates and joint ventures accounted for using equity method, net
3,153,849
24
Total non-operating income and expenses
3,374,275
26
Profit from continuing operations before tax
3,756,107
29
7950
Less: Income tax expenses (note 6(n))
721,491
6
Profit
3,034,616
23
8300
Other comprehensive income:
8310
Components of other comprehensive income that will not be reclassified to profit or loss
8311
Gains (losses) on remeasurements of defined benefit plans
(3,848)
-
8316
Unrealized gains (losses) from investments in equity instruments measured at fair value through other
comprehensive income
775,903
6
8330
Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for
using equity method, components of other comprehensive income that will not be reclassified to
profit or loss
(11,338)
-
8349
Income tax related to components of other comprehensive income that will not be reclassified to profit
or loss
(770)
-
761,487
6
8360
Components of other comprehensive income (loss) that will be reclassified to profit or loss
8380
Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for
using equity method, components of other comprehensive income that will be reclassified to profit
or loss
(278,237)
(2)
8399
Income tax related to components of other comprehensive income that will be reclassified to profit or
loss
(55,283)
-
Components of other comprehensive income that will be reclassified to profit or loss
(222,954)
(2)
8300
Other comprehensive income
538,533
4
8500
Total comprehensive income
$
3,573,149
27
Basic earnings per share (note 6(p))
9750
Basic earnings per share
$
3.10
9850
Diluted earnings per share
$
3.09
2020
Amount
%
9,931,129
100
(7,458,489)
(75)
2,472,640
25
(258,061)
(2)
(959,675)
(10)
(66,602)
(1)
-
-
(1,284,338)
(13)
1,188,302
12
37,684
-
97,462
1
1,020,337
10
(3,581)
-
623,979
7
1,775,881
18
2,964,183
30
511,302
5
2,452,881
25
(35,816)
-
715,107
7
10,833
-
(7,163)
-
697,287
7
(512,377)
(5)
(101,288)
(1)
(411,089)
(4)
286,198
3
2,739,079
28
2.50
2.50

See accompanying notes to parent company only financial statements.

6

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) TAIWAN FERTILIZER CO., LTD.

Statements of Changes in Equity

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2020
Profit
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Cash dividends of ordinary share
Reversal of special reserve
Other changes in capital surplus
Balance at December 31, 2020
Profit
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Cash dividends of ordinary share
Reversal of special reserve
Disposal of investments in equity instruments designed at fair value through other
comprehensive income
Balance at December 31, 2021
Share capital Capital
surplus
Retained earnings Retained earnings Retained earnings Total other equity interest
Unrealized
gains
Exchange
differences on
translation of
foreign
financial
statements
(losses) on
financial assets
measured at
fair value
through other
comprehensive
income
Total other
equity interest
Total other equity interest
Unrealized
gains
Exchange
differences on
translation of
foreign
financial
statements
(losses) on
financial assets
measured at
fair value
through other
comprehensive
income
Total other
equity interest
Total other equity interest
Unrealized
gains
Exchange
differences on
translation of
foreign
financial
statements
(losses) on
financial assets
measured at
fair value
through other
comprehensive
income
Total other
equity interest
Total other equity interest
Unrealized
gains
Exchange
differences on
translation of
foreign
financial
statements
(losses) on
financial assets
measured at
fair value
through other
comprehensive
income
Total other
equity interest
Total other equity interest
Unrealized
gains
Exchange
differences on
translation of
foreign
financial
statements
(losses) on
financial assets
measured at
fair value
through other
comprehensive
income
Total other
equity interest
Total equity
Exchange
differences on
translation of
foreign
financial
statements
Unrealized
gains
(losses) on
financial assets
measured at
fair value
through other
comprehensive
income
Ordinary
shares
Legal reserve Special
reserve
Unappropriate
d retained
earnings
Total
retained
earnings
$ 9,800,000
-
-
-
-
-
-
-
9,800,000
-
-
-
-
-
-
-
$
9,800,000
2,244,073 3,191,153 31,147,849 2,994,828 37,333,830 (51,551)
-
(411,089)
(411,089)
-
-
-
-
(462,640)
-
(222,954)
(222,954)
-
-
-
-
(685,594)
1,398,701 1,347,150
-
304,018
304,018
-
-
-
-
1,651,168
-
552,949
552,949
-
-
-
11,793
2,215,910
50,725,053
2,452,881
286,198
2,739,079
-
(2,156,000)
-
579
51,308,711
3,034,616
538,533
3,573,149
-
(2,254,000)
-
-
52,627,860
-
-
-
-
-
-
-
715,107
- - - 715,107
-
-
-
579
206,396
-
-
-
-
-
-
-
2,244,652
-
-
3,397,549
-
-
2,113,808
-
775,903
- - 775,903
-
-
-
-
275,926
-
-
-
-
-
-
11,793
2,244,652 3,673,475 2,901,504

See accompanying notes to parent company only financial statements.

7

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) TAIWAN FERTILIZER CO., LTD.

Statements 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
Amortization expense
Expected credit loss for bad debt expense
Net gain 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 equity method
Loss (gain) on disposal of property, plant and equipment, net
Gain on disposal of investment properties
Impairment loss on non-financial assets
Unrealized foreign currency exchange loss
Donation expense
Compensation
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Changes in operating assets:
Decrease (increase) in notes receivable
Decrease (increase) in accounts receivable
Decrease (increase) in other receivable
Decrease (increase) in inventories
Decrease (increase) in prepayments
Decrease (increase) in other current assets
Total changes in operating assets
Changes in operating liabilities:
Increase (decrease) in contract liabilities
Increase (decrease) in notes payable
Increase (decrease) in accounts payable
Increase (decrease) in other payable
Increase (decrease) in receipts in advance
Increase (decrease) in other current liabilities
Increase (decrease) in net defined benefit liability
Increase (decrease) in deferred credits
Total changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes refund (paid)
Net cash flows from (used in) operating activities
For the years ended December 31
2021
2020
$ 3,756,107
2,964,183
1,029,078
1,024,419
7,078
6,524
2,569
-
(2,365)
(5,065)
3,030
3,581
(14,062)
(37,684)
(54,585)
(41,776)
(3,153,849)
(623,979)
11,205
(1,025)
(216,741)
(1,047,961)
29,913
-
844
1,597
-
10,075
18,556
-
(2,339,329)
(711,294)
(70,910)
76,354
(1,065,117)
88,973
9,773
4,031
106,721
(380,104)
117,898
(170,435)
(7,962)
(5,463)
(909,597)
(386,644)
56,255
(22,745)
30
(8,959)
1,818,469
(153,149)
207,073
13,260
(312,917)
292,494
(6,318)
4,016
1,445
(11,983)
(370,310)
(390,367)
1,393,727
(277,433)
484,130
(664,077)
(1,855,199)
(1,375,371)
1,900,908
1,588,812
14,525
39,026
1,236,064
234,284
(3,030)
(3,581)
(350,023)
(554,572)
2,798,444
1,303,969
2021
$ 3,756,107
1,029,078
7,078
2,569
(2,365)
3,030
(14,062)
(54,585)
(3,153,849)
11,205
(216,741)
29,913
844
-
18,556
(2,339,329)
(70,910)
(1,065,117)
9,773
106,721
117,898
(7,962)
(909,597)
56,255
30
1,818,469
207,073
(312,917)
(6,318)
1,445
(370,310)
1,393,727
484,130
(1,855,199)
1,900,908
14,525
1,236,064
(3,030)
(350,023)
2,798,444

7-1

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) TAIWAN FERTILIZER CO., LTD.

Statements of Cash Flows (CONT’D)

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

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
Proceeds from disposal of financial assets at amortised cost
Acquisition of financial assets designated at fair value through profit or loss
Proceeds from disposal of financial assets designated at fair value through profit or loss
Acquisition of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
(Increase) decrease in refundable deposits
Decrease in other receivables
Acquisition of intangible assets
Acquisition of investment properties
Proceeds from disposal of investment properties
Decrease in other financial assets
Net cash flows from (used in) investing activities
Cash flows from (used in) financing activities:
Increase in guarantee deposits received
Payment of lease liabilities
Cash dividends paid
Net cash flows from (used in) financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

See accompanying notes to parent company only financial statements.

8

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) TAIWAN FERTILIZER CO., LTD.

Notes to Financial Statements

For the years ended December 31, 2021 and 2020

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

(1) Company history

TAIWAN FERTILIZER CO., LTD. (the “Company”). was incorporated in May 1946. The Company’s registered office address is located at 6F, No. 88, Nanjing E. Rd., Sec.2, Taipei, 10457, Taiwan. The Company is mainly engaged in manufactures and sells inorganic and organic fertilizers and other chemical products, constructs and leases real estate services. The Company’s shares were listed on the TSEC since March 24, 1998.

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

The accompanying financial statements were authorized for issue by the Board of Directors on March 22, 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”

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

  • ●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”

(Continued)

9

TAIWAN FERTILIZER CO., LTD. Notes to 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 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 (hereinafter referred to as “the Regulations”).

  • (b) Basis of preparation

  • (i) Basis of measurement

    • 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;

    • 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(q).

  • (ii) Functional and presentation currency

The functional currency is determined based on the primary economic environment in which the entities operate. 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.

(Continued)

10

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(c) Foreign currency

  • (i) Foreign currency transaction

Transactions in foreign currencies are translated into the respective functional currencies of Company 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. Nonmonetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:

  • 1) an investment in equity securities designated as at fair value through other comprehensive income;

  • 2) a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or

  • 3) qualifying cash flow hedges to the extent that the hedges are effective.

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the Company’s functional currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the Company’ s functional 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 noncontrolling 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.

(Continued)

11

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

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

An asset is classified as current when:

  • (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 and 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.

All other assets are classified as non-current.

A liability is classified as current when:

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

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

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

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

All other liabilities are classified as non-current.

(e) Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are shortterm, 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 shortterm cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

(f) Financial instruments

Trade receivables 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 trade receivable without a significant financing component is initially measured at the transaction price.

(Continued)

12

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(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 (FVOCI) – debt investment; FVOCI – 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.

  • 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 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.

(Continued)

13

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

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 and accounts receivable (except for those presented as accounts receivable but measured at FVTPL). 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.

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) 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, amortized costs, notes and trade receivables, other receivable, leases receivable, guarantee deposit paid and other financial assets), debt investments measured at FVOCI 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:

  • ‧ debt securities that are determined to have low credit risk at the reporting date; and

  • ‧ other debt securities and bank balances 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 trade receivables 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 forwardlooking information.

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’.

(Continued)

14

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

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 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 assets 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 more than 180 days past due;

  • ‧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. For debt securities at FVOCI, the loss allowance is charge to profit or loss and is recognized in other comprehensive income instead of reducing the carrying amount of the asset.

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. For individual customers, the Company has a policy of writing off the gross carrying amount when the financial asset is 180 days past due based on historical experience of recoveries of similar assets. For corporate customers, 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.

(Continued)

15

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

5) 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.

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) 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.

(Continued)

16

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

5) 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.

6) 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.

7) Financial guarantee contract

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument.

Financial guarantee contract liabilities are measured initially at their fair values and, if not designated as at FVTPL and do not arise from a transfer of an asset, are measured subsequently at the higher of: (a) the amount of the loss allowance determined in accordance with IFRS 9; and (b) the amount recognized initially less, where appropriate, cumulative amortization recognized in accordance with the revenue recognition policies set out below.

(g) Inventories

- Inventories included Raw materials, finished goods, merchandise, and construction-in-progress land and projects. Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted average method, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their present location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost, of completion and selling expenses.

(Continued)

17

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(h) Investment in associates

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

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

The financial statements include the Company’s share of the profit or loss and other comprehensive income of equity accounted investees, after adjustments to align their accounting policies with those of the Company, from the date on which significant influence commences until the date on which significant influence ceases.

When changes in an associate’s equity are not recognized in profit or loss or other comprehensive income of the associate and such changes do not affect the Company’s ownership percentage of the associate, the Company recognizes the Company’ s share of change in equity of the associate in capital reserves in proportion to its ownership.

Gains and loses resulting from the transactions between the Company and an associate are recognized only to the extent of unrelated Company’s interests in the associate.

When the Company’s share of losses of an associate equals or exceeds its interest 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 associates.

(i) Subsidiaries

The subsidiaries in which the Company holds controlling interest are accounted for under equity method in the nonconsolidated financial statements. Under equity method, the net income, other comprehensive income and equity in the nonconsolidated financial statement are the same as those attributable to the owners of parent in the consolidated financial statements.

The changes in ownership of the subsidiaries that did not resule in the Company’s loss of control.are recognized as equity transaction.

(j) Investment property

Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business or for administrative purposes. Investment property is measured at cost on initial recognition. Subsequent to initial recognition, investment property is measured at initial acquisition cost less accumulated depreciation and accumulated impairment losses. The methods for depreciating and determining the useful life and residual value of investment property are the same as those adopted for property, plant and equipment.

Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss.

Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.

(Continued)

18

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

  • (k) Property, plant and equipment

  • (i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. The cost of certain items of property, plant and equipment on January 1, 2012, the Company’ s date of transition to the Standards, was determined with reference to its fair value at that date.

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 depreciable amount of an asset using the straight-line basis over its useful life. The depreciable amount of an asset is determined based on the cost less its residual value.

Land has an unlimited useful life and therefore is not depreciated.

The estimated useful lives for the current and comparative years of significant items of property, plant and equipment are as follows:

Buildings
Machine
Instrument equipment
Miscellaneous equipment
Item
Buildings:
Leasehold improvements
and others
Buildings, warehouses,
storage sheds
3~60years
3~40years
3~15years
3~15years
Useful lives
Item
Useful lives
Machine:
3~15 years
Production equipment
3~15 years
16~60 years
Storage tanks, power
transmission systems, etc.
16~40 years

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

(Continued)

19

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(iv) Reclassification as investment property

A property is reclassified to investment property at its carrying amount when the use of the property changes from owner-occupied to investment property.

(l) Leases

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:

  • - fixed payments including in-substance fixed payments;

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

  • amounts expected to be payable under a residual value guarantee; and

  • payments for purchase or termination options that are reasonably certain to be exercised.

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

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

  • - there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee; or

  • - there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or

(Continued)

20

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

  • there is a change of its assessment on whether it will exercise a purchase, extension or termination option; or

  • 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 shortterm leases of miscellaneous equipment that have a lease term of 12 months or less and leases of low-value assets, including IT equipment. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(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, not with reference to the underlying asset. 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.

If an arrangement contains lease and non-lease components, the Company applies IFRS15 to allocate the consideration in the contract.

The lessor recognizes a finance lease receivable at an amount equal to its net investment in the lease. Initial direct costs, such as lessors to negotiate and arrange a lease, are included in the measurement of the net investment. The lessor recognizes the interest income over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor’ s net investment in the lease. The Company recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of ‘other income’.

(Continued)

21

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(m) Intangible assets

  • (i) Recognition and measurement

Goodwill arising on the acquisition of subsidiaries is measured at cost, less accumulated impairment losses.

Expenditure on research activities is recognized in profit or loss as incurred.

Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Company intends to, and has sufficient resources to, complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost, less accumulated amortization and any accumulated impairment losses.

Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.

  • (ii) Subsequent Expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

  • (iii) Amortization

Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.

The estimated useful lives for current and comparative periods are as follows:

Computer software cost 5 years Patent 7~8 years

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

(n) Impairment of non financial assets

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories, contract assets, deferred tax assets and investment properties and biological assets, measured at fair value, less costs) 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.

(Continued)

22

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

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 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.

(o) 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 an outflow of economic benefits is possibly 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.

(p) 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 manufactures and sells fertilizer products to market. The Company recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’ s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied.

(Continued)

23

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

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) Land development and sale of real estate

The Company develops and sells residential properties and usually sales properties in advance during construction or before construction begins. Revenue is recognized when control over the properties has been transferred to the customer. The properties have generally no alternative use for the Company due to contractual restrictions. However, an enforceable right to payment does not arise until legal title of a property has passed to the customer. Therefore, revenue is recognized at a point in time when the legal title has passed to the customer.

The revenue is measured at the transaction price agreed under the contract. For sale of readily available house, in most cases, the consideration is due when legal title of a property has been transferred. While deferred payment terms may be agreed in rare circumstances, the deferral never exceeds twelve months. The transaction price is therefore not adjusted for the effects of a significant financing component. For preselling properties, the consideration is usually received by installment during the period from contract inception until the transfer of properties to the customer. If the contract includes a significant financing component, the transaction price will be adjusted for the effects of the time value of money during the period, using the specific borrowing rate of the construction project. Receipt of a prepayment from a customer is recognized as contract liability. Interest expense and contract liability are recognized when adjusting the effects of the time value of money. Accumulated amount of contract liability is recognized as revenue when control over the property has been transferred to the customer.

  • 3) The Company's operating leasing business is classified into operating leases based on lease conditions and the possibility of cash receivables, and recognizes relevant operating lease income.

  • 4) Financing componentsx

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.

(q) Employee benefits

  • (i) Defined contribution plans

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

(Continued)

24

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(ii) Defined benefit plans

The Company’s net obligation in respect of defined benefit plans is calculated separately for each the plan 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 any 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) Other long-term employee benefits

The Company’ s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognized in profit or loss in the period in which they arise.

(iv) 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 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.

(v) 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.

(Continued)

25

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(r) 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.

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, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences 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 currenttax 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.

(Continued)

26

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(s) Earnings per share

Disclosures are made of basic and diluted earnings per share attributable to ordinary equity holders of the Company. The basic earnings per share is calculated based on the profit attributable to the ordinary shareholders of the Company divided by weighted average number of ordinary shares outstanding. The diluted earnings per share is calculated based on the profit attributable to ordinary shareholders of the Company, divided by weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares, such as remuneration of employees and employee stock options.

(t) Operating segments

Please refer to the consolidated financial statements of TAIWAN FERTILIZER CO., LTD. for the years ended December 31, 2021 and 2020 for operating segments information.

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:

The preparation of the financial statements in conformity with the IFRSs endorsed by the FSC requires management to make 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 next period.

Information about 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 is as follows. Those assumptions and estimation have been updated to reflect the impact of COVID-19 pandemic:

  • (a) Impairment assumptions of carrying amounts of subsidiaries.

The assessment of impairment of subsidiaries requires the Company to allocate the subsidiaries' CGUs to the recoverable amount. To calculate the recoverable amount of relevant CGUs, the management should use the appropriate discount rate for calculating the present value to estimate the future cash flow of CGUs. If the actual cash flow less than expectation, the Company would have significant impairment loss.

Regarding assumptions and estimation uncertainties, valuation has a significant risk of resulting in a material adjustment within the next financial year as following:

The Company’s accounting policies include measuring financial and non-financial assets and liabilities at fair value through profit or loss. The Company’ s financial instrument valuation group conducts independent verification on fair value by using data sources that are independent, reliable, and representative of exercise prices. This financial instrument valuation group also periodically adjusts valuation models, conducts back testing, renews input data for valuation models, and makes all other necessary fair value adjustments to assure the rationality of fair value.

The Company strives uses the market observable inputs when measuring its assets and liabilities.

(Continued)

27

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

The fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

  • (a) Level 1: quoted prices (unadjusted) in active markets for identifiable assets or liabilities.

  • (b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices).

  • (c) Level 3: inputs for the assets or liability that are not based on observable market data.

For any transfer within the fair value hierarchy, the impact of the transfer is recognized on the reporting date. Please refer to Note 6(t), Financial instruments for assumptions used in measuring fair value.

(6) Explanation of significant accounts:

  • (a) Cash and cash equivalents
Cash on hand
Demand deposits and checking accounts
Time deposits with original maturities less than 3 months
Cash and cash equivalents
December 31,
2021
$ 2,468
1,915,418
-
$
1,917,886
December 31,
2020
2,446
684,776
1,834,000
2,521,222
  • (i) Time deposits with original maturity of more than 3 months are recorded as other financial assets, and are classified as non-current if their maturities exceed one year, and as follow.
Other current financial assets

Other non current financial assets
December 31,
2021
$ 68,203
159,425
$
227,628
December 31,
2020
900,000
159,188
1,059,188
  • (ii) Refer to Note 6(t) for the fair value sensitivity analysis and interest rate risk of the financial assets and liabilities of the Company.

  • (b) Financial assets and liabilities at fair value through profit or loss

Mandatorily measured at fair value through profit or loss
Non-derivative financial assets
Beneficiary certificate
$
December 31,
2021

60,009
December 31,
2020
1,300,013

Please refer to note 6(s) for the amount of remeasurement fair value through profit or loss.

(Continued)

28

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(c) Financial assets at fair value through other comprehensive income

Equity investments at fair value through other
comprehensive income
Stock listed on domestic markets
Stock unlisted on domestic markets
Total
December 31,
2021
$ 127,059
3,439,803
$
3,566,862
December 31,
2020
112,566
2,712,178
2,824,744

(i) Equity investments at fair value through other comprehensive income

The Company designated the investments shown above as equity securities as at fair value through other comprehensive income because these equity securities represent those investments that the Company intends to hold for long-term for strategic purposes.

As a result of the investment at fair value through other comprehensive income, the amounts of the dividend revenues recognized for the years ended December 31, 2021 and 2020 were $54,585 thousand and $41,776 thousand, respectively.

The Company invested in domestic non listed (OTC) company stocks of Eminent III Venture Capital Corporation (Eminent III) through a joint venture agreement in November 2017. Thereafter, a second cash capital increase was approved during the board of directors by Eminent III in December 2019, resulting in the Company to remit the shares amounting to $150,000 thousand in January 2020.

A resolution was approved during the provisional meeting of the shareholders of Eminent II Venture Capital Corp. (Eminent II), a domestic nonlisted (OTC) company and one of the financial assets measured at fair value through other comprehensive income by the Company, held on June 18, 2020, for capital reduction, wherein the Company will receive the refund of $80,000 thousand.

A resolution was approved during the provisional meeting of the shareholders of Eminent Venture Capital Corporation, one of the financial assets measured at fair value through other comprehensive income by the Company, held on December 31, 2019, for capital reduction, wherein the Company will receive the refund of $18,000 thousand.

A resolution was approved during the general shareholders’ meeting of TSCBio Ventures Capital Co., Ltd., one of the financial assets measured at fair value through other comprehensive income by the Company, held on Augus 9, 2021, for capital reduction, wherein the Company will receive the refund of $31,920 thousand.

A liquidation procedure was declared by Taipei District Court of Top Taiwan V Venture Capital Co., Ltd., one of the financial assets measured at fair value through other comprehensive income by the Company, held on September 22, 2021, for capital reduction, wherein the cumulative loss of the other equity were $11,793 thousand and transfered to retained earnings.

(Continued)

29

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

  • (ii) For credit risk, please refer to note 6(t).

  • (iii) Financial assets at fair value through other comprehensive income of the Company had not been pledged as collateral for long-term borrowings.

  • (d) Financial assets measured at amortized cost

Foreign government bonds
Less : Loss allowance
Total
December 31,
2021
$ -
-
$
-
December 31,
2020
28,507
-
28,507

The Company has assessed that these financial assets are held to maturity to collect contractual cash flows, which consist solely of payments of principal and interest on principal amount outstanding. Therefore, these investments were classified as financial assets measured at amortized cost.

  • (i) For credit risk, please refer to note 6(t).

  • (ii) Financial assets measured at amortized costs of the Company had not been pledged as collateral for long-term borrowings.

  • (e) Notes receivable, accounts receivable, long-term notes and accounts receivable

Notes receivables – Merchandise
Account receivables – Merchandise
Less : Loss allowance
December 31,
2021
$ 188,453
1,736,413
(209)
$
1,924,657
December 31,
2020
117,543
646,808
-
764,351

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, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provision in Taiwan were determined as follows:

Current
1 to 30 days past due
31 to 60 days past due
More than 60 days past due
December 31, 2021 December 31, 2021
Gross carrying
amount
$ 1,916,929
7,509
124
304
$
1,924,866
Expected loss
rate
0%~0.02%
0%~1.18%
0%~2.01%
0%~100%
Loss allowance
provision
-
-
-
(209)
(209)

(Continued)

30

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

Current
1 to 30 days past due
31 to 60 days past due
More than 60 days past due
December 31, 2020 December 31, 2020
Gross carrying
amount
$ 701,452
9,156
18,005
35,738
$
764,351
Expected loss
rate
0%
0%~0.31%
0%~0.61%
0%~1%
Loss allowance
provision
-
-
-
-
-

The movements in the allowance for notes and accounts receivable were as follows:

Balance at January 1
Impairment losses recognized
Amounts written off
Balance at December 31
For the years ended December 31 For the years ended December 31
2021
$ -
2,569
(2,360)
$
209
2020
-
-
-
-

(f) Other receivables (including the long-term receivable)

Other receivables

Property receivable
Unrealized interest income
Less : Loss allowance

Other receivables

Long-term receivables
December 31,
2021
$ 318,817
103,136
(9,879)
(317,277)
$
94,797
$ 10,672
84,125
$
94,797
December 31,
2020
318,020
140,511
(14,335)
(317,277)
126,919
11,523
115,396
126,919

As of December 31, 2021, the total amount of receivables due to the sale of premises of the Company was $93,257 thousand, After the year 2022 and the year 2023, $9,132 and $84,125 thousand will be recovered respectively.

The above receivables of $93,257 thousand are all secured by the premises and promissory notes sold, and a mortgage is established to the Company.

(Continued)

31

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

The movement in the allowance for other receivables was as follows.

Balance on December 31 (Same as Balance on January 1) For the years ended December 31 For the years ended December 31
2021
$
317,277
2020
317,277

Note: Ending balances in 2021 and 2020 were the same as the beginning balances in 2021 and 2020.

For the explanation of individually assessed impairment, please refers to note 7; for other credit risk information, please refers to note 6(t).

(g) Inventories, construction in progress, land held for sale and receipts in advance

Inventories
Raw materials
Finished goods
Merchandise
Construction in progress
Hsinchu land development project
December 31,
2021
$ 1,623,556
398,867
83
$
2,022,506
$
644,783
December 31,
2020
1,739,833
389,212
182
2,129,227
644,783

The cost of inventories recognized as cost of goods sold and expense for the years ended December 31, 2021 and 2020, amounted to $10,331,275 and $6,631,474 thousand, respectively. For the years ended December 31, 2021 and 2020, the write-down of inventories to net realizable value both are not recognized.

As of December 31, 2021 and 2020, the aforesaid inventories were not pledged as collateral.

(h) Investments accounted for using equity method

Subsidiaries
Associates
December 31,
2021
$ 2,905,398
10,823,828
$
13,729,226
December 31,
2020
2,839,585
9,282,092
12,121,677

(i) Subsidiaries

Please refer to the consolidated financial report for the years ended December 31, 2021.

(Continued)

32

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(ii) Associates

The Company’s financial information for equity accounted investees at the reporting date was as follows:

Material associates
Al-Jubail Fertilizer Company (“Al-Jubail”)
Associates that are not individually material
MITAGRI Co., Ltd.
Taiwan Agricultural Investment and Development
Co., Ltd.
December 31,
2021
$ 10,758,806
29,740
35,282
$
10,823,828
December 31,
2020
9,202,183
32,881
47,028
9,282,092

Associates that had materiality were as follows:

Associate Nature of
relationship
Country
of registration
Equity ownership
December 31,
2021
December 31,
2020
%
50.00
%
50.00
AI-Jabail Fertilizer
Company
Equity-method
investee
Kingdom of
Saudi Arabia

The following is a summary of financial information on the Company’s significant associates. In order to reflect the adjustments for fair value in acquisition of shares and differences in accounting policies, adjustment for the amounts presented on the financial statements of associates in accordance with IFRSs has been made to such financial information.

Summary financial information on AI-Jabail Fertilizer Company

Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Net assets
Net assets attributable to non controlling interests
Net assets attributable to investee owners
December 31,
2021
$ 11,802,902
14,113,967
(2,622,604)
(757,033)
$
22,537,232
$ 10,843,013
11,694,219
$
22,537,232
December 31,
2020
6,628,334
15,110,337
(1,739,092)
(840,436)
19,159,143
9,405,861
9,753,282
19,159,143

(Continued)

33

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

For the years ended December 31
2021 2020
Revenue $ 14,974,992 8,857,397
Profit for the year 6,960,425 1,565,731
Other comprehensive income 926 21,666
Comprehensive income $ 6,961,351 1,587,397
Comprehensive income attributable to non controlling $ 3,220,802 879,745
interests
Comprehensive income attributable to investee owners $ 3,740,549 707,652
Dividends declared by Associates $ 1,507,593 211,435

(iii) Collateral

As of December 31, 2021 and 2020, the investments in the aforesaid equity-accounted investees were not pledged as collateral.

(i) Property, plant and equipment

The movements in the cost, depreciation, and impairment of the property, plant and equipment of the Group for the years ended December 31, 2021 and 2020 were as follows:

Cost or deemed cost:
Balance on January 1, 2021
Additions
Disposals
Transfer from completion
Balance on December 31, 2021
Balance on January 1, 2020
Additions
Disposals
Transfer from completion
Balance on December 31, 2020
Depreciation and impairment loss:
Balance on January 1, 2021
Depreciation for the year
Disposals
Balance on December 31, 2021
Balance on January 1, 2020
Depreciation for the year
Disposals
Balance on December 31, 2020
Carrying amounts:
Balance on December 31, 2021
Balance on January 1, 2020
Balance on December 31, 2020
Land
$ 3,652,778
-
-
-
$
3,652,778
$ 3,652,778
-
-
-
$
3,652,778

$ -
-
-
$
-
$ -
-
-
$
-
$
3,652,778
$
3,652,778
$
3,652,778
Building
and
construction
3,852,305
8,922
(1,401)
34,523
3,894,349
3,749,688
14,606
-
88,011
3,852,305
870,120
125,806
(1,401)
994,525
747,690
122,430
-
870,120
2,899,824
3,001,998
2,982,185
Machinery
and
equipment
9,549,533
75,408
(33,884)
113,444
9,704,501
9,379,379
79,407
(5,795)
96,542
9,549,533
4,159,185
649,744
(20,922)
4,788,007
3,518,395
646,571
(5,781)
4,159,185
4,916,494
5,860,984
5,390,348
Transportation
Equipment
82,170
1,952
(6,667)
4,466
81,921
85,716
1,519
(9,610)
4,545
82,170
58,607
7,613
(6,359)
59,861
60,347
7,870
(9,610)
58,607
22,060
25,369
23,563
Other
Equipment
430,677
5,770
(1,962)
4,431
438,916
419,170
6,914
(172)
4,765
430,677
193,794
34,734
(1,962)
226,566
158,485
35,481
(172)
193,794
212,350
260,685
236,883
Construction
in progress
218,921
248,586
-
(159,811)
307,696
294,491
118,293
-
(193,863)
218,921
82,820
-
-
82,820
82,820
-
-
82,820
224,876
211,671
136,101
Total
17,786,384
340,638
(43,914)
(2,947)
18,080,161
17,581,222
220,739
(15,577)
-
17,786,384
5,364,526
817,897
(30,644)
6,151,779
4,567,737
812,352
(15,563)
5,364,526
11,928,382
13,013,485
12,421,858

(Continued)

34

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

As of December 31, 2021 and 2020, the property, plant and equipment were not pledged as collateral.

(j) Right-of-use assets

The Company leases land. Information about leases for which the Company as a lessee is presented below:

Balance on December 31, 2021
Balance on December 31, 2020
Accumulated depreciation and impairment losses:
Balance on January 1, 2021
Depreciation for the year
Balance on December 31, 2021
Balance on January 1, 2020
Depreciation for the year
Balance on December 31, 2020
Carrying amount:
Balance on December 31, 2021
Balance on January 1, 2020
Balance on December 31, 2020
Land
$
1,321,931
$
1,321,931
$ 199,851
99,897
$
299,748
$ 99,955
99,896
$
199,851
$
1,022,183
$
1,221,976
$
1,122,080

On October 31, 2006, the Company leased from the Taichung Harbor Bureau, Ministry of Transportation and Communications (“THB”) a 247.298 square meter lot in a special petrochemical industry zone in Taichung to develop wharf areas called wests 8 and 9, and construct warehouse facilities and public roads. The main provisions of the lease agreement were as follows:

  • (i) The lease term for the land in a special industrial zone is 20 years, and the agreement is renewable until the total lease reaches 50 years.

  • (ii) The Company can sublease the land, and it can also develop wests 8 and 9 of the wharf area, as well as construct warehouse facilities and public roads on behalf of THB. The Company can use its capital expenses for the construction as rentals in advance. However, once the lease term ends or the agreement is early terminated, all the titles to the facilities and improvements on the leased land should be transferred to THB.

The Company used its expenditures of $1,500,481 thousand for the construction of wests 8 and 9 of Taichung Harbor as rentals until March 20, 2034. The long-term prepayments for lease should be amortized over its rent free periods.

(Continued)

35

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(k) Investment property

Investment property comprises office buildings that are leased to third parties under operating leases, including properties that are held as right-of-use assets, as well as properties that are owned by the Company. The leases of investment properties contain an initial non-cancellable lease term of 1 to 50 years.

The Company for the Investment property were as follows:

Costs:
Balance on January 1, 2021
Additions
Disposals
Balance on December 31, 2021
Balance on January 1, 2020
Additions
Disposals
Reclassification
Balance on December 31, 2020
Amortization and Impairment Loss:
Balance on January 1, 2021
Depreciation
Balance on December 31, 2021
Balance on January 1, 2020
Depreciation
Reclassification
Balance on December 31, 2020
Balance on December 31, 2021
Balance on January 1, 2020
Balance on December 31, 2020
Fair value:
Balance on December 31, 2021
Balance on December 31, 2020
Own assets Undeveloped
Investment
Property
16,965,148
-
(84,259)
16,880,889
17,339,970
-
(374,779)
(43)
16,965,148
607,646
-
607,646
607,646
-
-
607,646
16,273,243
16,732,324
16,357,502
Right-of-use
assets
Other
Total
3,778
39,180,682
-
3,265,694
-
(84,259)
3,778
42,362,117
3,778
37,039,730
-
2,515,774
-
(374,779)
-
(43)
3,778
39,180,682
2,098
1,086,527
1,260
111,284
3,358
1,197,811
-
974,356
1,259
112,171
839
-
2,098
1,086,527
420
41,164,306
3,778
36,065,374
1,680
38,094,155
$
111,112,061
$
104,432,231
Completed
Investment
Property
$ 10,985,666
170,519
-
$
11,156,185
$ 10,972,209
13,457
-
-
$
10,985,666
$ 380,439
92,344
$
472,783
$ 288,719
92,559
(839)
$
380,439
$
10,683,402
$
10,683,490
$
10,605,227
Investment
Property under
Construction
11,226,090
3,095,175
-
14,321,265
8,723,773
2,502,317
-
-
11,226,090
96,344
17,680
114,024
77,991
18,353
-
96,344
14,207,241
8,645,782
11,129,746

Completed investment property are located in C3/C6/C7/C8/C9 in the Nangang Economic and Trade Park, and the Corporation leased land use right to others.

(Continued)

36

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

  • (i) The main provisions of the C6/C7/C8/C9 contract on the pledging of land use rights were as follows:

  • 1) Land use rights are for 50 years from the date of registration of these rights.

  • 2) The land use rights (accounted for as deferred income-current and noncurrent) amounted to $3,200,889 thousand, which has been treated as royalty revenue (accounted for as operating revenue) amortizable over 50 years from June 13, 2006. As of December 31, 2021 and 2020, the unamortized balances of the land used rights under above mentioned contract were $2,205,946 and $2,269,964 thousand, respectively.

  • 3) In addition to the land use right, the annual rental payable by the lessee is 8% of the reference land price announced by the local government, with the calculation starting from the contract date. When the reference land price is adjusted, the annual rental will be revised at the percentage the same as that set on the date of the reference price adjustment. The annual rentals in 2021 and 2020 were $339,220 and $339,220 thousand, respectively.

  • (ii) On September 15, 2015, the Corporation signed with CTBC Life Insurance Co., Ltd. and Taiwan Life Insurance Co., Ltd. (together, the “ lessees” ) separate contracts for these two insurance companies to have the rights to use land located in C3 in the Nangang Economic and Trade Park. The main provisions of these contracts are as follows:

  • 1) Land use rights (LURs) are valid for 45 years from the date of the registration of these rights.

  • 2) The LURs (accounted for as deferred income - current and noncurrent) amounted to $14,288,705 thousand, which has been treated as royalty revenue (under operating revenue) amortizable over 45 years from December 10, 2015. As of December 31, 2021 and 2020, the unamortized balance of the LURs were $12,365,904 and $12,683,431 thousand, respectively.

  • 3) In addition to the LURs, the annual rental payable by the lessees is 0.8% of the reference land price announced by the local government, with the calculation starting from the registration date. When the reference land price is adjusted, the annual rental will be revised at the same percentage as the rate of the reference price adjustment. The lessees’ annual rental in 2021 and 2020 were both $46,754 and $46,754 thousand.

  • 4) After nine years and six months from the registration date, the lessees have within six months to extend the validity period for the land use rights to another 40 years by giving a written notice to the Corporation. With this extension, the entire validity period of the LURs will be 85 years, and the lessees should pay an additional one-time royalty of $15,000,000 thousand.

(Continued)

37

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

5) Under the contract, the lessees provided the Taiwan Government Bond A02105 and A03114 as collaterals; the fair values of these bonds were as follow:

Balance on December 31, 2021
Balance on December 31, 2020
Balance on January 1, 2020
The Taiwan
Government Bond
A02105
$
1,190,636
$
1,211,269
$
1,173,011
The Taiwan
Government Bond
A03114
1,686,989
1,760,699
1,691,012

(iii) Investment properties under construction are located in Hsinchu City and Hualien City and included land for the “C2 Tourist Hotel Project” and “Commercial Building Project” in the Nangang Economic and Trade Park. The C2 Tourist Hotel Project was won by the Grand Hi Lai Hotel Co., Ltd. and the Caesar Park Hotel Co., Ltd., who both signed a front-end agreement (FEA) on December 31, 2013, with the contract for C2 Tourist Hotel Project signed under lease agreement with the Grand Hi Lai Hotel Co., Ltd. For the development of the C2 Tourist Hotel, the Company intended to make a termination agreement with Caesar Park Hotel Co., Ltd., and the intention was approved during the board meeting of the Company held on May 28, 2019. The related termination procedures were still in progress.

In addition, the bid for the C2 Commercial Building Project was won by Dung Jeng Investment Counsel Co., Ltd. (“Dung Jeng”), in which the Company will construct a building and parking space for Dung Jeng. The lease contract was signed on January 30, 2015, with a lease period of 20 years from the completion of the building and parking space. The Company intended to make a termination agreement with the Dung Jeng Investment Co., Ltd., and the intention was approved during the board meeting of the Company held on May 28, 2019. For the related termination procedures, please refers to note 9.

The construction licenses for C2 Hotel and Commercial Building Projects have been obtained, wherein they are allowed to engage in engineering works such as steel structure and curtain wall, at a total investment amount of $3,049,071 thousand, of which, the amount of $8,179,092 thousand had been currently invested.

Investment properties under construction included the land in Taiwan, with the objective to the government’s major technology industry project, named HSIP X Project. The land is located at No.23 and 26 Taifer Section in Hsinchu City, wherein the land use rights (LURs) amounting to $2,841,000 thousand were registered with the Hsinchu Science Park Bureau in 2021. The LURs are valid for 70 years starting from the date of registration.

The fair value of investment properties (as measured or disclosed in the consolidated financial statements) was based on a valuation by a qualified independent appraiser who has recent valuation experience in the location and category of the investment property being valued. The inputs of levels of fair value hierarchy in determining the fair value was classified to Level 3.

(Continued)

38

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

The fair values of investment properties were assessed as follows:

C6/C7/C8/C9
C2
C3
Hsinchu
Kaohsiung
December 31, 2021
$
26,089,333
$
20,730,381
$
36,563,684
$
8,645,318
$
19,083,345
December 31, 2020
24,232,441
20,377,824
35,935,442
5,512,070
18,374,454

The fair values were based on the valuations carried out at March 31, 2021 and April 20, 2020 by independent qualified professional valuer.

The fair value is measured at market value, mainly use the comparison approach and land development analysis approach to determine the value of the investment property. The weight is 50/50. The significant key assumption of the development profit margin intervals was as follows:

Area
C6/C7/C8/C9
C2
C3
HsinChu
KaoHsiung
For the years ended December 31
2021
2020
18%
18%
18%
18%
18%
18%
18%
16%
17%
17%

The other investment properties held by the Corporation are mainly located in different industrial zones. They have no quoted prices in an active market and there was no alternative basis for estimating their fair values. Thus, the fair values of the investment properties were not reliably determinable.

As of December 31, 2021 and 2020 investment properties were not pledged as collateral.

(l) Operating leases

The Company leases out its investment property and some machinery. The Company has classified these leases as operating leases, because it does not transfer substantially all of the risks and rewards incidental to the ownership of the assets. Please refer to note 6(k) sets out information about the operating leases of investment property.

(Continued)

39

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

A maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date are as follows:

Less than one year
One to two years
Two to three years
Three to four years
Four to five years
More than five years
Total undiscounted lease payments
December 31,
2021
$ 1,012,483
935,618
876,952
864,128
859,455
13,449,154
$
17,997,790
December 31,
2020
765,379
730,185
661,772
610,563
601,123
12,784,992
16,154,014

For the years ended December 31, 2021 and 2020, the property rental income was $822,551 and $759,623 thousand, respectively. There were no significant property equipment and maintenance expenses.

(m) Employee benefits

(i) Defined benefit plans

Reconciliation of defined benefit obligation at present value and plan asset at and fair value are as follows:

Present value of defined benefit obligation
Fair value of plan assets
The effect of the asset ceiling
Net defined benefit liabilities
December 31,
2021
$ 464,419
(327,807)
136,612
-
$
136,612
December 31,
2020
507,524
(376,205)
131,319
-
131,319

The Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pension benefits 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 set aside 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. Under these regulations, the minimum earnings from these pension funds shall not be less than the earnings from two-year time deposits with the interest rates offered by local banks.

(Continued)

40

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

The Company’ s Bank of Taiwan labor pension reserve account balance amounted to $327,807 thousand 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 the present value of the defined benefit obligations for the years ended December 31, 2021 and 2020 were as follows:

Defined benefit obligation, January 1

Current service costs and interest
Re-measurement of the net defined benefit
liability
-Actuarial (losses) gains arose from changes
in demographic assumptions
-Actuarial gains arose from changes in
financial assumption
-Experience adjustment
Benefits paid
Defined benefit obligation, December 31
For the years ended December 31
2021
2020
$ 507,524
521,197
14,878
18,210
771
-
(11,721)
12,665
20,720
37,470
(67,753)
(82,018)
$
464,419
507,524
2021
$ 507,524
14,878
771
(11,721)
20,720
(67,753)
$
464,419

3) Movements in the fair value of plan assets

The movements in the fair value of the defined benefit plan assets for the years ended December 31, 2021 and 2020 were as follows:

December 31, 2021 and 2020 were as follows:
For the years ended December 31
2021 2020
Fair value of plan assets, January 1 $ 376,205 413,711
Interests revenue 863 2,452
Re-measurement of the net defined benefit liability
-Experience adjustment 5,922 14,319
Contributions paid by the employer 12,570 13,975
Benefits paid (67,753) (68,252)
Fair value of plan assets, December 31 $ 327,807 376,205

4) Movements in the fair value of plan assets : None

(Continued)

41

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

5) Expenses recognized in profit or loss

The Company’ s pension expenses recognized in profit or loss for the years ended December 31, 2021 and 2020 were as follows:

Current service cost
Net interest of net liabilities for defined benefit
obligations
Operating costs
Operating expenses
For the years ended December 31 For the years ended December 31
2021
$ 13,707
308
$
14,015
$ 9,339
4,676
$
14,015
2020
15,115
643
15,758
10,196
5,562
15,758
  • 6) Re-measurement of net defined benefit liability recognized in other comprehensive income

The Company’s net defined benefit liability recognized in other comprehensive income for the years ended December 31, 2021 and 2020 were as follows:

Cumulative amount, January 1
Recognized during the year
Cumulative amount, December 31
For the years ended December 31 For the years ended December 31
2021
$ 129,089
3,078
$
132,167
2020
100,436
28,653
129,089
  • 7) Actuarial assumptions

The following were the key actuarial assumptions at the reporting date:

The principal actuarial assumptions at the reporting date were as follows:

Discount rate
Future salary increases
2021.12.31
2020.12.31
%
0.65
%
0.25
%
1.50
%
1.50

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 $12,480 thousand.

The weighted-average duration of the defined benefit plan is 6 year.

(Continued)

42

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

8) Sensitivity Analysis

As of December 31, 2021 and 2020, the changes in the principal actuarial assumptions will impact on the present value of defined benefit obligation as follows:

December 31, 2021
Discount rate
Future salary increase rate
December 31, 2020
Discount rate
Future salary increase rate
Impact on the present value of defined
benefit obligation
Increase by
0.25%
Decrease by
0.25%
(7,138)
7,353
7,273
(7,097)
(7,988)
8,237
8,114
(7,910)

The sensitivity analysis assumed all other variables remain constant during the measurement. This may not be representative of the actual change in defined benefit obligation as some of the variables may be correlated in the actual situation. The model used in the sensitivity analysis is the same as the defined benefit obligation liability.

The analysis is performed on the same basis for prior year.

(ii) Defined contribution plans

The Company contributes an amount at the rate of 6% of the employee’s monthly wages to the Labor Pension personal account with the Bureau of the Labor Insurance and Council of Labor Affairs in R.O.C. in accordance with the provisions of the Labor Pension Act. The Company’s contributions to the Bureau of the Labor Insurance and Social Security Bureau for the employees’ pension benefits require no further payment of additional legal or constructive obligations.

As of December 31, 2021 and 2020, the expense of defined contribution plans under Labor Pension Act was as follows:

Pension Act was as follows:
Operating costs
Operating expenses
For the years ended December 31
2021
$ 11,383
8,957
$
20,340
2020
12,587
9,438
22,025

The cost of the pension contributions to the Labor Insurance Bureau for the years ended December 31, 2021 and 2020 amounted to $20,352 and $17,114 thousand, respectively

(Continued)

43

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(iii) Short-term employee benefits

short term employee benefit liabilities December 31,
2021
$
10,938
December 31,
2020
11,899

(n) Income tax

(i) The components of income tax in the years 2021 and 2020 were as follows:

Current income tax expense
Current period incurred
Land value increment tax
Prior years income tax adjustment
Deferred tax expense
Origination and reversal of temporary differences
Land value increment tax
Income tax expense
For the years ended December 31
2021
2020
$ 332,344
290,143
52,892
202,496
5,559
5,491
390,795
498,130
350,372
81,990
(19,676)
(68,818)
330,696
13,172
$
721,491
511,302
2021
$ 332,344
52,892
5,559
390,795
350,372
(19,676)
330,696
$
721,491

The amount of income tax recognized in other comprehensive income for 2021 and 2020 was as follows:

Items that will not be reclassified to profit or loss:
Remeasurements effects of defined benefit plans

Items that may be reclassified subsequently to profit
and loss:
Foreign currency translation differences for
foreign operations
For the years ended December 31
2021
2020
$
(770)
(7,163)
$
(55,283)
(101,288)
2021
$
(770)
$
(55,283)

Reconciliation of income tax and for 2021 and 2020 as follows:

Profit excluding income tax

Income tax using the Company’s domestic tax rate
Non-deductible income tax
Tax-exempt income
Land value increment tax
Overestimate and underestimate of previously income
tax
Others
Income tax expense
For the years ended December 31
2021
2020
$ 3,756,107
2,964,183
751,221
592,837
342
2,133
(54,739)
(219,078)
33,217
133,678
5,559
5,491
(14,109)
(3,759)
$
721,491
511,302
(Continued
2021
$ 3,756,107
751,221
342
(54,739)
33,217
5,559
(14,109)
$
721,491

44

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(ii) Deferred tax assets and liabilities

  • 1) Recognized deferred tax assets and liabilities

The movements in deferred tax assets and liabilities for the years ended December 31, 2021 and 2020 were as follows:

Deferred tax liabilities:

Balance on January 1, 2021
Recognized in profit or loss
Balance on December 31, 2021
Balance on January 1, 2020
Recognized in profit or loss
Balance on December 31, 2020
Land value
increment tax
$ 6,294,384
(19,676)
$
6,274,708
$ 6,363,202
(68,818)
$
6,294,384
Investment income
recognized under the
equity method
711,301
362,301
1,073,602
625,386
85,915
711,301
Exchange
difference on the
translation of
foreign operations
72,592
-
72,592
72,592
-
72,592
Others
26,447
2,371
28,818
27,984
(1,537)
26,447
Total
7,104,724
344,996
7,449,720
7,089,164
15,560
7,104,724

Deferred tax assets:

Balance on January 1, 2021
Recognized in profit or loss
Recognized in other comprehensive income
Balance on December 31, 2021
Balance on January 1, 2020
Recognized in profit or loss
Recognized in other comprehensive income
Balance on December 31, 2020
Unamortized
manufacturing
costs
$ 66,159
227
-
$
66,386
$ 55,900
10,259
-
$
66,159
Defined
benefit
obligation
31,400
-
770
32,170
24,237
-
7,163
31,400
Impairment
loss on assets
63,456
9,694
-
73,150
63,456
-
-
63,456
Exchange
difference on the
translation of
foreign operations
101,667
-
55,283
156,950
379
-
101,288
101,667
Others
22,888
4,379
-
Total
285,570
14,300
56,053
27,267 355,923
30,759
(7,871)
-
174,731
2,388
108,451
22,888 285,570

(iii) The Company’s income tax returns through 2019 have been assessed and approved by the Tax Authority.

(o) Share capital and other interests

(i) Share capital

As of December 31, 2021 and 2020, the authorized capital of the Company amounting to $9,800,000 with par value of $10 per share. The paid in capital was $9,800,000 thousands, and the capital that rose from the shares had all been retrieved.

(Continued)

45

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(ii) Capital surplus

The components of capital surplus were as follows:

The components of capital surplus were as follows:
Treasury share transactions
Donations
Others
December 31,
2021
$ 2,187,988
44,803
11,861
$
2,244,652
December 31,
2020
2,187,988
44,803
11,861
2,244,652

In accordance with Amended Companies Act 2012, realized capital reserves can only be capitalized or distributed as cash dividends after offsetting against losses. The aforementioned capital reserves include share premiums and donation gains. In accordance with Securities Offering and Issuance Guidelines, the amount of capital reserves that can be capitalized shall not exceed 10 percent of the actual share capital amount.

(iii) Retained earnings

Under the dividend policy as set forth in the Articles, where the Corporation made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Corporation’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for distribution of dividends and bonus to shareholders.

To determine dividend amounts, the Corporation should take into account the diversity of its business, cycles of the industry, and capital demand in relation to specific products and services. To balance business development and shareholders’ welfare, the cash dividend should not be less than 10% of total annual dividends, unless there is any capital demand due to essential investment plan, change in financial position, business operation, extension of capacity or any other capital expenditure and should be approved in the shareholders’ meetings.

1) Legal reserve

If the Company earned a profit for the year, the meeting of shareholders decides on the distribution of the statutory earnings reserve either by issuing new shares or by paying cash, and the distribution is limited to the portion of legal reserve which exceeds 25 percent of the actual share capital.

(Continued)

46

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

2) Special reserve

The Company implemented the optional exemptions under IFRS 1 "First-time Adoption of International Financial Reporting Standards” when adopting the International Financial Reporting Standards at first time. The increase in retained earnings resulting from the unrealized revaluation increments, cumulative translation adjustment and the revaluation increments in the transfer from fix assets to investment property was $32,114,341 thousand. In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, the same amount of the increasing earnings shall be reclassified to special earnings reserve. If a certain proportion of the asset has been disposed or reclassified, the same proportion of special earnings reserve equivalent to that of the asset, which has been disposed or reclassified, has to be transferred back to its earnings. Such special earnings reserve has to have the same amount with the one that was initially being reclassified to its special earnings reserve. The balance of such special earnings reserve amounted to $30,329,991 and $30,409,839 thousand as of December 31, 2021 and 2020, respectively.

In accordance with the aforesaid Ruling, a special reserve is set aside from the current year’s net income after tax and prior year’s undistributed earnings at an amount equal to the debit balance of contra accounts in shareholders’ equity. When the debit balance of any of these contra accounts in shareholders’ equity is reversed, the related special reserve can be reversed. The subsequent reversals of the contra accounts in shareholders' equity shall quality for additional distributions.

3) Earnings distribution

Earnings distribution for 2020 and 2019 was decided via the general meeting of shareholders held on 28 July 2021 and 22 June 2020, respectively. The relevant dividends distributions to shareholders were as follows:

Dividends distributed to
ordinary shareholders:
Cash
2020 2020 2020 2019
Amount
per share
(dollars)
Amount
2.20
2,156,000
2019
Amount
per share
(dollars)
Amount
2.20
2,156,000
Amount per
share
(dollars)
Amount Amount
$ 2.30 2,254,000 2,156,000

On March 22, 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
For the year ended December 31 For the year ended December 31
2021
Amount per
share (dollars)
$ 2.8
Amount
2,744,000

(Continued)

47

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(iv) Other equity accounts (net of tax)

Balance on January 1, 2021
Exchange differences on subsidiaries accounted for using equity
method
Unrealized gains from financial assets measured at fair value
through other comprehensive income
Cumulative gains (losses) reclassified to profit or loss on disposal
of investments in debt instrument at fair value through other
comprehensive income
Balance on December 31, 2021
Balance on January 1, 2020
Exchange differences on subsidiaries accounted for using equity
method
Unrealized gains from financial assets measured at fair value
through other comprehensive income
Balance on December 31, 2020
Exchange
differences on
translation of
foreign
financial
statements
$ (462,640)
(222,954)
-
-
$
(685,594)
$ (51,551)
(411,089)
-
$
(462,640)
Unrealized
gains (losses)
from financial
assets
measured at
fair value
through other
comprehensive
income
2,113,808
-
775,903
11,793
2,901,504
1,398,701
-
715,107
2,113,808
Total
1,651,168
(222,954)
775,903
11,793
2,215,910
1,347,150
(411,089)
715,107
1,651,168

(p) Earnings per share

The basic earnings per share and diluted earnings per share were calculated as follows:

Basic earnings per share
Profit attributable to ordinary shareholders
Weightedaverage number of ordinary shares
Diluted earnings per share
Profit attributable to ordinary shareholders (diluted)
Weightedaverage number of ordinary shares
Effect of potentially dilutive ordinary shares
Employees’ compensation
Weightedaverage number of ordinary shares (diluted)
For the years ended December 31 For the years ended December 31
2021
$
3,034,616
980,000
$
3.10
$
3,034,616
980,000
1,651
981,651
$
3.09
2020
2,452,881
980,000
2.50
2,452,881
980,000
1,711
981,711
2.50

(Continued)

48

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(q) Revenue from contracts with customers

(i) Details of revenue

The details of revenue were as follows:

Revenue from contracts with customers
Revenue from investment properties
Other operating revenue
For the years ended December 31
2021
2020
$ 11,205,406
8,218,525
1,706,031
1,586,529
163,356
126,075
$
13,074,793
9,931,129
For the years ended December 31
2021
2020
$ 11,205,406
8,218,525
1,706,031
1,586,529
163,356
126,075
$
13,074,793
9,931,129
2021
$ 11,205,406
1,706,031
163,356
$
13,074,793
8,218,525
1,586,529
126,075
9,931,129

(ii) Disaggregation of revenue

Primary geographical markets
Taiwan
Middle East
Others
Major products/services lines
Fertilizers and other chemical
products
Lease
Others
Primary geographical markets
Taiwan
Middle East
Others
For the year ended December 31, 2021 For the year ended December 31, 2021 For the year ended December 31, 2021 For the year ended December 31, 2021
Fertilizers and
other
chemical
products
Real estate
property and
investment
Others
Total
$ 8,643,195
1,706,031
163,356
10,512,582
1,581,375
-
-
1,581,375
980,836
-
-
980,836
$
11,205,406
1,706,031
163,356
13,074,793
$ 11,205,406
-
-
11,205,406
-
1,706,031
-
1,706,031
-
-
163,356
163,356
$
11,205,406
1,706,031
163,356
13,074,793
For the year ended December 31, 2020
Total
10,512,582
1,581,375
980,836
13,074,793
11,205,406
1,706,031
163,356
13,074,793
Fertilizers and
other
chemical
products
$ 7,491,222
264,938
462,365
$
8,218,525
Real estate
property and
investment
1,586,529
-
-
1,586,529
Others
126,075
-
-
126,075
Total
9,203,826
264,938
462,365
9,931,129

(Continued)

49

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

Major products/services lines
Fertilizers and other chemical
products
Lease
Others
(iii) Contract balances
Accounts receivable
Less: allowance for impairment
Total
Contract liabilities-Chemical
fertilizers product
For the year ended December 31, 2020 For the year ended December 31, 2020 For the year ended December 31, 2020 For the year ended December 31, 2020
Fertilizers and
other
chemical
products
Real estate
property and
investment
Others
Total
$ 8,218,525
-
-
8,218,525
-
1,586,529
-
1,586,529
-
-
126,075
126,075
$
8,218,525
1,586,529
126,075
9,931,129
December 31,
2021
December 31,
2020
January 1,
2019
$ 1,924,866
764,351
929,678
(209)
-
-
$
1,924,657
764,351
929,678
$
139,704
83,449
106,194
Total
$ $ 8,218,525
1,586,529
126,075
9,931,129
929,678
-
929,678
106,194

For details on accounts receivable and allowance for impairment, please refer to note 6(e).

The amount of revenue recognized for the years ended December 31, 2021 and 2020 that was included in the contract liability balance at the beginning of the period were $75,881 and $100,123 thousand.

(r) Remuneration to employees, directors and supervisors

In accordance with the articles of incorporation the Company should contribute no less than 2.4% of the profit as employee compensation and less than 1.6% as directors’ and supervisors’ remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit.

For the years ended December 31, 2021 and 2020, the Company estimated its employee remuneration amounting to $93,903 and $74,105 thousand, and directors’ remuneration amounting to $62,602 and $49,403 thousand, respectively. 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 remuneration to employees and directors as specified in the Company’s articles. These remunerations were expensed under operating costs or operating expenses during 2021 and 2020. The numbers of shares to be distributed for 2021 and 2020 were calculated based on the closing price of the Company’s ordinary shares, one day before the date of the meeting of Board of Directors.

If there remunerations change after the board meeting, and the changes will based on accounting estimates. The impact of those changes will recognize in the following period.

There was no difference of Employee compensation and directors’ remuneration between the amounts recognized on financial statements and actual distributed amount.

(Continued)

50

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

Information on remuneration to employees and directors resolved by the Corporation’ s board of directors in 2021 and 2020 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • (s) Non operating income and expenses

(i) Interest income

The details of interest income for the years ended December 31, 2021 and 2020 were as follows:

Interest income - bank deposits
Other interest income
For the years ended December 31 For the years ended December 31
2021
$ 9,363
4,699
$
14,062
2020
35,304
2,380
37,684

(ii) Other income

The details of other income for the years ended December 31, 2021 and 2020 were as follows:

Dividends
Others
For the years ended December 31 For the years ended December 31
2020
41,776
55,686
97,462

(iii) Other gains and losses

The details of other gains and losses for the years ended December 31, 2021 and 2020 were as follows:

(Loss) gain on disposal of property, plant and
equipment
Gain on disposal of investment properties
Net foreign exchange (loss) and gain
Gain on financial assets at fair value through profit or
loss
Impairment loss
Compensation
Donation expenses & relevane withholding tax
Others
For the years ended December 31
2021
2020
$ (11,205)
1,025
216,741
1,047,961
(28,927)
1,635
2,365
5,065
(29,913)
-
(18,556)
-
-
(10,075)
(23,810)
(25,274)
$
106,695
1,020,337
2021
$ (11,205)
216,741
(28,927)
2,365
(29,913)
(18,556)
-
(23,810)
$
106,695

(Continued)

51

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(iv) Finance costs

The details of finance costs for the years ended December 31, 2021 and 2020 were as follows:

Bank interest expense
Lease interest
For the years ended December 31 For the years ended December 31
2021
$ -
3,030
$
3,030
2020
1
3,580
3,581

(t) Financial instruments

  • (i) Credit risk

  • 1) Exposure to credit risk

The carrying amount of financial assets represents the Company’ s maximum credit exposure.

  • 2) Credit risk concentrations

The clients of the Company are widely spread and unrelated; thus, credit risk is limited.

  • 3) Receivables and debt securities

For credit risk exposure of notes and trade receivables, please refer to note 6(e).

Other financial assets at amortized cost includes other receivables, investments in government bonds, corporate bonds and time deposits

Debt investments at fair value through other comprehensive income include government bonds, listed and unlisted debt securities.

All of these financial assets are considered to have low risk, and thus, the impairment provision recognized during the period was limited to 12 months expected credit losses.

The movement in the allowance for impairment during the years ended December 31, 2021 and 2020, please refer to note 6(e) and 6(f).

(ii) Liquidity risk

The following are the contractual maturities of financial liabilities, excluding estimated interest payment and the impact of netting agreements.

December 31, 2021
Non-derivative financial liabilities
Noninterestbearing liabilities
Lease liabilities
Carrying
amount
1-3 months
2,991,235
30,068
3,021,303
1-5 years
326,959
113,185
440,144
More than
5 years
$ 3,318,194
143,253
$
3,461,447
-
-
-

(Continued)

52

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

December 31, 2020
Non-derivative financial liabilities
Noninterestbearing liabilities
Lease liabilities
Carrying
amount
1-3 months
1,025,582
30,825
1,056,407
1-5 years
280,161
118,647
398,808
More than
5 years
$ 1,305,743
174,078
$
1,479,821
-
24,606
24,606

The Company does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.

(iii) Market risk

1) Currency risk

The following are the contractual maturities of financial liabilities, excluding estimated interest payment and the impact of netting agreements.

Financial assets
Monetary items
USD:NTD
Non-monetary items
Investments accounted for using
equity
SAR:NTD
USD:NTD
Financial liabilities
Monetary items
USD:NTD
December 31, 2021
Foreign
Currency
Exchange
Rate
NTD
$ 38,169
27.69
1,056,900
1,457,179
7.38
10,758,806
1,179
27.69
32,647
56,981
27.69
1,577,812
December 31, 2021
Foreign
Currency
Exchange
Rate
NTD
$ 38,169
27.69
1,056,900
1,457,179
7.38
10,758,806
1,179
27.69
32,647
56,981
27.69
1,577,812
December 31, 2020
Foreign
Currency
Exchange
Rate
NTD
6,812
28.51
194,196
1,210,587
7.60
9,202,183
1,127
28.51
32,133
-
-
-
December 31, 2020
Foreign
Currency
Exchange
Rate
NTD
6,812
28.51
194,196
1,210,587
7.60
9,202,183
1,127
28.51
32,133
-
-
-
Foreign
Currency
$ 38,169
1,457,179
1,179
56,981
Exchange
Rate
27.69
7.38
27.69
27.69
Exchange
Rate
NTD
28.51
194,196
7.60
9,202,183
28.51
32,133
-
-

2) Sensitivity analysis

The Company’ s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts receivable, other receivables, loans, accounts payable and other payables that are denominated in foreign currency. A 10% of appreciation of each major foreign currency against the Company’s functional currency as of December 31, 2021 and 2020 would have increased or decreased the before tax net income by $(41,672) and $15,536 thousand, respectively. The analysis is performed on the same basis for both periods.

As the Company deals in diverse foreign currencies, gains or losses on foreign exchange were summarized as a single amount. For the years ended December 31, 2021 and 2020, the foreign exchange losses, including both realized and unrealized, amounted to (28,927) and 1,635 thousand, respectively.

(Continued)

53

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(iv) Interest rate analysis

The interest risk exposure from financial assets and liabilities has been disclosed in the note of liquidity risk management.

The sensitivity analysis below is based on the exposure to equity price risks at the end of the reporting period. For floating-rate liabilities, the analysis is based on the assumption that the amount of liabilities outstanding on the reporting date is circulated throughout the year.

If interest rates had been 1 basis point higher/lower and all other variables were held constant, the Corporation’s pre-tax (loss) profit for the years ended December 31, 2021 and 2020 would decrease/increase by $0 due to the Company’ s cash and cash equivalents balances which exceeds its loan amount.

(v) Other price risk

If the stock price changes at the reporting date, the changes in other comprehensive income of the Company are estimated as follows: (The analysis was made on the same basis for both periods, assuming that all other variables remain constant and any impact to forecasted sales and purchases was ignored):

Equity price at
the end of the
reporting period
Increase 5%
Decrease 5%
For the years ended December 31
2021
2020
Comprehensive
Income
(Loss)(net of tax)
Net Income
(Loss)
(net of tax)
Comprehensive
Income
(Loss)(net of tax)
Net Income
(Loss)
(net of tax)
$
178,343
2,400
141,237
52,001
$
(178,343)
(2,400)
(141,237)
(52,001)
For the years ended December 31
2021
2020
Comprehensive
Income
(Loss)(net of tax)
Net Income
(Loss)
(net of tax)
Comprehensive
Income
(Loss)(net of tax)
Net Income
(Loss)
(net of tax)
$
178,343
2,400
141,237
52,001
$
(178,343)
(2,400)
(141,237)
(52,001)
2021
Comprehensive
Income
(Loss)(net of tax)
$
178,343
$
(178,343)
Net Income
(Loss)
(net of tax)
2,400
  • (vi) Fair value of financial instruments

  • 1) Categories and fair value of financial instruments

The fair value of financial assets and liabilities at fair value through profit or loss, and financial assets at fair value through other comprehensive income (available for sale financial assets) is measured on a recurring basis. 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 for equity investments that has no quoted prices in the active markets and whose fair value cannot be reliably measured, disclosure of fair value information is not required:

(Continued)

54

TAIWAN FERTILIZER CO., LTD. Notes to 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
Domestic stocks in listed companies
Unquoted equity instruments at fair
value
Total
Financial assets measured at amortized
cost
Cash and cash equivalents
Other financial assets (including non-
current)
Notes receivable and accounts
receivables
Other receivables (including long-term)
Refundable deposit
Total
Total
Financial liabilities at amortized cost
Notes and accounts payable
Other payables
Lease liabilities (including non-current)
Refundable deposit
Total
Total
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
Domestic stocks in listed companies
Unquoted equity instruments at fair
value
Total
December 31, 2021 December 31, 2021 December 31, 2021
Book Value
$ 60,009
$ 127,059
3,439,803
3,566,862
1,917,886
227,629
1,924,657
94,797
31,436
4,196,405
$
7,823,276
$ 2,282,847
708,388
136,462
326,959
3,454,656
$
3,454,656
Fair Value
Level 1
Level 2
Level 3
60,009
-
-
127,059
-
-
-
-
3,439,803
127,059
-
3,439,803
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
187,068
-
3,439,803
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
December 31, 2020
Total
60,009
127,059
3,439,803
3,566,862
-
-
-
-
-
-
3,626,871
-
-
-
-
-
-
Fair Value
Level 1
1,300,013
112,566
-
112,566
Level 2
-
-
-
-
Level 3
-
-
2,712,178
2,712,178
Total
1,300,013
112,566
2,712,178
2,824,744

(Continued)

55

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

Financial assets measured at amortized
cost
Government bonds
Cash and cash equivalents
Other financial assets (including non-
current)
Notes receivable and accounts
receivables
Other receivables (including long-term)
Refundable deposit
Total
Total
Financial liabilities at amortized cost
Notes and accounts payable
Other payables
Lease liabilities (including non-current)
Refundable deposit
Total
Total
December 31, 2020 December 31, 2020 December 31, 2020
Book Value
$ 28,507
2,521,222
1,059,188
764,351
126,919
20,020
4,520,207
$
8,644,964
$ 464,348
561,234
164,257
280,161
1,470,000
$
1,470,000
Fair Value
Level 1
-
-
-
-
-
-
-
1,412,579
-
-
-
-
-
-
Level 2
28,214
-
-
-
-
-
28,214
28,214
-
-
-
-
-
-
Level 3
-
-
-
-
-
-
-
2,712,178
-
-
-
-
-
-
Total
28,214
-
-
-
-
-
28,214
4,152,971
-
-
-
-
-
-
  • 2) 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:

  • a) Financial assets measured at amortized cost (held to maturity financial assets)

If the quoted prices in active markets are available, the market price is established as the fair value. However, if quoted prices in active markets are not available, the estimated valuation or prices used by competitors are adopted.

  • b) Financial assets measured at amortized cost (debt investment that has no active markets) 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.

  • 3) Valuation techniques for financial instruments measured at fair value:

  • a) Non-derivative financial instruments

When a financial instrument is regarded as quoted in an active market, the quoted prices in an active market will be the fair value. The market prices from the main exchanges and government bond exchanges are the basis of the fair value of OTC equity instruments and debt instruments which have a quoted market price in an active market.

(Continued)

56

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s-length basis. Quoted market prices may not be indicative of the fair value of an instrument if the activity in the market is infrequent, the market is not well-established, only small volumes are traded, or bid-ask spreads are very wide.

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, the discounted cash flow method, or other valuation technique including a model using observable market data at the reporting date.

If the financial instruments held by the Company do not belong to active markets, the category and nature of the fair value are as follows:

  • Equity investments without an active market: The fair value is assessed by market comparison approach. The main assumption is measured from the retained earnings multiplier as the basis.

  • 4) Transfers between Level 1 and Level 2

There were no transfers in either direction in 2021 and 2020.

  • 5) Reconciliation of Level 3 fair values
Reconciliation of Level 3 fair values
Fair value through other
comprehensive income
(Available-for-sale financial
assets)
Unquoted equity instruments
Opening balance, January 1, 2021 $ 2,712,178
Total gains and losses recognized:
In other comprehensive income 773,203
Capital reduction by capitak stock return (31,920)
Disposal and liquidation (13,658)
Ending Balance, December 31, 2021 $ 3,439,803
Opening balance, January 1, 2020 $ 1,962,947
Total gains and losses recognized:
In other comprehensive income 697,231
Cash capital increase 150,000
Capital reduction by capitak stock return (98,000)
Ending Balance, December 31, 2020 $ 2,712,178

(Continued)

57

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

For the years ended December 31, 2021 and 2020, 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:

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”
For the years ended December 31
2021
2020
$ 773,203
697,231
  • 6) 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 “financial assets measured at fair value through profit or loss – debt investments” and “fair value through other comprehensive income (available-for-sale financial assets) – equity investments”.

The Company most fair value is categorized to Level 3 with single significant unobservable input. The equity investments without an active market has duplicate unobservable inputs. The unobservable inputs of the equity investments without an active market are independent, so there is no correlation to others.

Quantified information of significant unobservable inputs was as follows:

Item
Financial assets at fair
value through profit or
loss- equity investments
without an active market
Valuation
technique
Comparable
transaction method
Significant unobservable inputs
Inter-relationship
between significant
unobservable inputs and
fair value measurement
‧The multiplier of price-to-sales
ratio (As of December 31, 2021
and December 31, 2020, were
2.10~5.37 and 2.41~9.01)
‧The multiplier of price-to-book
ratio (As of December 31, 2021
and December 31, 2020, were
1.81 and 1.92)
‧The multiplier of price-to-earning
ratio (As of December 31, 2021
and December 31, 2020, were
15.2 and 23.27)
‧Market illiquidity discount (As of
December 31, 2021 and
December 31, 2020, were
10%~33% and 10%~33% )
The estimated fair value
would increase (decrease)
if:
‧the multiplier were higher
(lower)
‧the market illiquidity
discount were lower
(higher).

(Continued)

58

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

Inter-relationship between significant Valuation unobservable inputs and Item technique Significant unobservable inputs fair value measurement Financial assets at fair Net Asset ‧Net Asset Value Not applicable value through other Value Method comprehensive income-equity investments without an active market

  • 7) Fair value measurements in Level 3 – sensitivity analysis of reasonably possible alternative assumptions

The Company’ s measurement on the fair value of financial instruments is deemed reasonable despite different valuation models or assumptions may lead to different results.

For fair value measurements in Level 3, changing one or more of the assumptions would have the following effects on profit or loss and other comprehensive income:

December 31, 2021
Financial assets at fair value through
other comprehensive income
Equity investments without an
active market
December 31, 2020
Financial assets carried at cost
Equity investments without an
active market
Inputs
Market illiquidity
discount
Multiplier of price-to-
earnings ratio
Fluctuation
in
inputs
±1%
±1%
Profit or loss
Unfavour
-able
-
-
Other comprehensive
income
Favour-
able
Unfavour
-able
33,164
(33,160)
26,306
(49,694)
Favour-
able
-
-

The favorable and unfavorable effects represent the changes in fair value, and fair value is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the interrelationships with another input.

  • (u) Financial risk management

  • (i) Overview

The Company has exposures to the following risks from its financial instruments:

  • 1) Credit risk

  • 2) Liquidity risk

  • 3) Market risk

The following discusses the Company’s objectives, policies and processes for measuring and managing the above mentioned risks.

(Continued)

59

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(ii) Risk management framework

The Company’ s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits.

Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

  • (iii) Credit risk

Credit risk means the potential loss of the Company if the counterparty involved in that transaction defaults. The primary potential credit risk is from financial instruments like accounts receivable and equity securities.

1) Accounts receivables and other receivables

The Company’ s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Company’s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk, particularly in the current deteriorating economic circumstances.

The Company establishes an impairment allowance that represents its estimate of incurred losses in respect of trade receivables. The two components of this impairment allowance are specific loss component that relates to individually significant exposure and collective loss component which the loss was incurred but not identified. The collective component is based on historical payment experience of similar financial assets.

2) Investment

The credit risk exposure in the bank deposits, fixed income investments and other financial instruments are measured and monitored by the Company’s finance department. As the Company deals with the banks and other external parties with good credit standing and financial institutions, corporate organization and government agencies which are graded above investment level, management believes that the Company does not have compliance issues and no significant credit risk.

3) Guarantees

As of December 31, 2021 and 2020, the endorsement guarantee provided by the Company to individual entities of joint ventures, please refer to Note 7.

(Continued)

60

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(iv) Liquidity risk

Liquidity risk is a risk that the Company is unable to meet the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’ s approach to managing liquidity is to ensure, as much as possible, that it always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

(v) Market risk

Market risk is a risk that changes in market prices, such as foreign exchange rates, 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) Currency risk

The Company is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency. The currencies used in these transactions are denominated in USD, EUR, JPY, and RMB.

The exchange gains or losses of trade receivables in foreign currencies resulting from the changes in exchange rates are offset against the exchange losses or gains of short-term borrowings in foreign currencies; thus, the exposure to foreign currency risk is insignificant.

The interest is denominated in the same currency as borrowings. Generally, borrowings are denominated in currencies that match the cash flows generated by the underlying operations of the Company.

In respect of other monetary assets and liabilities denominated in foreign currencies, the Company ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short term imbalances.

The investments of other subsidiaries of the Company are not for hedging.

  • 2) Interest rate risk

The Company’ s interest rate risk arises from short-term and long-term loans bearing floating interest rates. Future cash flow will be affected by a change in market interest rate.

3) Other market risk

The Company does not enter into any commodity contracts other than to meet its expected usage and sales requirements; such contracts are not settled on a net basis.

(Continued)

61

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(v) Capital management

The Company’s objectives in managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the dividend payment to the shareholders, return capital to shareholders, and issue new shares or sell assets to reduce debts.

The Company manages capital by the debt to equity ratio. Such ratio is calculated as net liabilities divided by total capital. Net liabilities represent the total amount of liabilities on the balance sheet minus cash and cash equivalents. The total amount of capital represents all the equity components (share capital, capital surplus, retained earnings, and other equity) plus net liabilities.

The Company’s debt to equity ratios at the balance sheet date were as follows:

Total liabilities
Less: cash and cash equivalents
Net debt
Total capital
Adjusted capital
Debt to equity ratio
December 31,
2021
$ 26,228,935
(1,917,886)
24,311,049
52,627,860
$
76,938,909
%
31.60
December 31,
2020
24,459,660
(2,521,222)
21,938,438
51,308,711
73,247,149
%
29.95

(w) Investing and financing activities not affecting current cash flow

The Company’s investing and financing activities which did not affect the current cash flow in the years ended December 31, 2021 and 2020 , were as follows:

Purchases of property, plant and equipment
Add: opening balances of equipment and construction payables
Deduction: closing balances of equipment and construction
payables
For the years ended December 31
2021
2020
$ 340,638
220,739
71,981
48,960
(71,652)
(71,981)
$
340,967
197,718
2021
$ 340,638
71,981
(71,652)
$
340,967

(Continued)

62

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(7) Related-party transactions:

(a) Names and relationship with related parties

The following are entities that have had transactions with related parties and the Company's subsidiaries during the periods covered in the non consolidated financial statements.

Name of related party Relationship with the Company
AI-Jabail Fertilizer Company Equity-method investee
TR Electronic Chemical Co.,Ltd. The Company's jointly controlled
entity
TR Electronic Chemical (Kunshan) Ltd. The Company's jointly controlled
entity’s subsidary (Note 1)
TAIFER (CAMBODIA) Co., Ltd. The Company's subsidary
Taifer Chemicals International Inc.
Taiwan Yes Deep Ocean Water Co., Ltd.
PEIFENG Technology & Fertilizer Co., Ltd.
TAIFER (CAYMAN) INTERNATIONAL GROUP Co., Ltd. 〃
TAIFER INTERNATIONAL (SAMOA) GROUP Co., Ltd.
TAIFER CHEMICAL INTERNATIONAL Co., Ltd.
Council of Agriculture, Executive Court, R.O.C. Individuals are those entities in which
the Company has significant influence
TAIWAN FERTILIZER Legal Foundation Other related parties

Note 1: The bankruptcy of TR Electronic Chemical (Kunshan) Ltd. was declared by the court in China in September, 2017, and the relevant statutory procedures had been completed in August, 2020.

  • (b) Significant transactions with related parties

  • (i) Sale of Goods to Related Parties

The amounts of significant sales transactions and outstanding balances between the Company and related parties were as follows:

Subsidiaries For the years ended December 31 For the years ended December 31
2021
$
34,202
2020
4,329

Prices charged for sales transactions with associates were not significantly different from those of non related parties.

(Continued)

63

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(ii) Purchase of Goods from Related Parties

The amounts of significant purchase transactions and outstanding balances between the Company and related parties were as follows:

AI-Jabail Fertilizer Company For the years ended December 31 For the years ended December 31
2021
$
1,830,706
2020
266,136

There were no significant differences between the terms and pricing of purchase transactions with related enterprises and those carried out with other normal vendors.

(iii) Receivables from Related Parties

The receivables from related parties were as follows:

Account Relationship December 31,
2021
$ 6,612
455
$
7,067
December 31,
2020
Account receivable
Account receivable
Subsidiaries
Joint ventrue
842
455
1,297

(iv) Payables from Related Parties

The payables from related parties were as follows:

Account Relationship December 31,
2021
$ 1,592,501
19,453
11,582
1,822
$
1,625,358
December 31,
2020
Account payable
Account payable
Other payable
Guarantee deposit
AI-Jabail Fertilizer Company
Subsidiaries
Subsidiaries
Subsidiaries
-
101
27,001
1,776
28,878

(v) Prepayment for Related Parties

The prepayment for related parties were as follows:

The prepayment for related parties were as follows:
Account Relationship December 31,
2021
$
-
December 31,
2020
Account
prepayment
AI Jabail Fertilizer Company 90,026

The pricing and terms conditions of prepayment for related parties were based on their purchases.

(Continued)

64

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(vi) Rent revenue

The Company leased its office building to its parent company in 2021 and 2020. The lease contract was based on the regional rent rate. For the years ended December 31, 2021 and 2020, the Company incurred the amounts of $13,082 and $13,115 thousand, respectively, resulting from its transaction with other related parties.

(vii) Outsourcing

The Company outsourced its subsidiary, PEIFENG Technology & Fertilizer Co., Ltd., to process fertilizer at an amount of $226,901 and $89,003thousand, which was recognized as operating cost.

(viii) Others

  • 1) TR Electronic Chemical Co., Ltd. (TR), a jointly controlled entity of the Corporation, had obtained a financing of US$10,000 thousand from a bank, and the Corporation and Jing Chin International Limited Corporation, a shareholder of TR, guaranteed the repayment of this financing. When TR failed to make a repayment, the bank then requested the guarantors to repay the loan partially. Because the Corporation could only provide TR-in compliance with the “Regulations Governing the Granting of Loans and Endorsements and Guarantees by Public Companies” - with a limited amount of endorsement, the Corporation’ s board approved the repayment of TR’ s loan, as following.
following.
Due Date Date of Repayment Amount in USD Amount in NTD
March 27, 2014 June 27, 2014 $ 4,570 144,641
April 26, 2015 April 24, 2015 3,300 102,610
March 27, 2016 March 31, 2016 2,147 70,026

Considering the weakening operating and repayment capability of TR, the Corporation recognized an impairment loss in 2015.

  • 2) The bankruptcy of TR Electronic Chemical (Kunshan) Ltd., declared by the court in China in September 2017, was investigated, and the proposal of liquidated property distribution was announced publicly in mid August, 2018. In November 2018, the Kunshan Court of China reversed its decision and terminated the bankruptcy liquidation process of TR, with the approval of the Market Supervision Administrations of Kunshan in August 2020. Also, the investors of TR Electronic Chemical Co. Ltd., JIN QUN INTERNATIONAL CO., Ltd. and other six stockholders, institute the civil lawsuit with joint liquidation liability in Taipei District Court. The first instance was pronounced in December, 2018. However, the stockholders were not satisfied with the result and appealed for the second instance. The second instance was pronounced in January, 2019. However, the stockholders were not satisfied with the result and appealed for the third instance. In March 2020, the Taiwan High Court delivered the appeal to the Supreme Court. The third instance was pronounced the second instance failure in August 3, 2021, and was delivered the appeal to the Supreme Court for a new trial. The case is still in progress.

(Continued)

65

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

  • 3) The liquidation procedure of Hasbo Biotech Co., Ltd. was conducted in October 2017, and the relevant statutory procedures have been completed in Apirl 2020.

  • (c) Compensation of key management personnel

The compensation to directors and other key management personnel were as follows:

Salaries and other short-term employee benefits
Post-employment benefits
For the years ended December 31 For the years ended December 31
2021
$ 86,576
640
$
87,216
2020
76,426
8,447
84,873

(8) Pledged assets:

The information on pledged assets carrying value as follows:

Asset Purpose of pledge December 31,
2021
$
159,425
December 31,
2020
159,188
Other financial asset non-current Guarantee for provisional
attachment

(9) Commitments and contingencies:

  • (a) Significant commitments and contingencies

  • (i) Significant commitments and contingencies were as follows:

Purchase real estate property
Purchase investment property
(ii)
Unused standby letters of credit
USD thousands
(iii) The Corporation had guarantee notes payable for its debt
Guarantee notes payable
December 31,
2021
$
106,579
$
2,323,906
December 31,
2021
$
41,130
as follow:
December 31,
2021
$
11,306,840
December 31,
2020
114,881
5,039,234
December 31,
2020
5,638
December 31,
2020
7,521,500

(Continued)

66

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

  • (b) Partial commercial Building and parking lot’s area of “C2 Tourist Hotel Project” and “Commercial Building Project” in the Nangang Economic and Trade Park have unsolved lease disputes with Dung Jeng Investment Counsel Co., Ltd. (“Dung Jeng”). Therefore, the Company engaged a lawyer to settle the issue and temporarily suspend the above properties, including 6 floors, 50 parking lots and 799 parking lots in the basement to be leased out based on the order handed by the district court. The case is still in progress. The deposit of the provisional injunction of Dung Jeng Investment Counsel Co., Ltd. (“Dung Jeng”) was estimated based on the process of the trial of about 4.5~5 years. The Company requested Dung Jeng to provide an advance deposit for the loss that will be incurred from the prohibition of the usage of the properties. According to the deposit ruling of the court, the provisional injunction will cause an estimated rental loss ranging from $ 80,000 thousand to $165,000 thousand. However, the actual loss of the Company may change depending on the outcome of the trial. Currently, the above loss will not have a significant impact on the financial and business operation of the Company. If the Company wins the case, it will claim for compensation for the rental loss, as well as the termination of the deposit ruling of the court.

(10) Losses Due to Major Disasters:None

(11) Subsequent Events:None

(12) Other:

  • (a) A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:
By item For the years ended December 31 For the years ended December 31 For the years ended December 31 For the years ended December 31
2021 2020
Operating
Cost
Operating
expense
Total Operating
Cost
Operating
expense
Total
Employee benefit
Salary
Health and labor insurance
Pension
Remuneration of directors
Others
Depreciation
Amortization
$ 420,687
35,800
20,722
-
19,642
960,517
-
471,572
24,025
13,633
75,000
12,849
50,591
7,078
892,259
59,825
34,355
75,000
32,491
1,011,108
7,078
451,043
36,605
22,783
-
19,748
956,288
-
463,563
22,966
15,000
62,315
9,977
49,488
6,524
914,606
59,571
37,783
62,315
29,725
1,005,776
6,524
  • (i) The depreciation of non-operating income and expenses of the Company in 2021 and 2020 were $17,970 and $18,643 thousand, respectively.

(Continued)

67

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(ii) The Company for the years ended December 31, 2021 and 2020 the information of the number of employees and employee benefit expense is as follows:

Number of employees
Number of directors who were not employees
The average employee benefit
The average salaries and wages
Percentage of average employee salary expense
The remuneration of supervisors
The remuneration policy for directors

The remuneration policy for directors is clearly set in the Company’s articles of association, which stipulates that the remuneration to the chairman shall be 1.25 times the income received by the general manager. The remuneration to the remaining directors and independent directors shall not exceed the highest salary of the Company’s employees. The surplus distribution to directors shall not exceed 1.6% of the Company’ s profit for the year. However, the independent directors do not participate in the Company’s surplus distribution.

The remuneration policy for managers

The remunerations to managers are in accordance with the managerial salary standards of the Company and the Council of Agriculture, R.O.C., which are reviewed by the Remuneration Committee and approved by the board of directors.

Furthermore, the remuneration of the Company’s managers is determined by reference to the Company’s overall operating performance, future risks and development trends of the industry, as well as the individual’s performance achievement rate and contribution to the Company.

The remuneration policy for employees

The employee remuneration includes salary and employee remuneration, as well as allowance. The recipients may include employees of affiliated companies who meet certain conditions such as rank and performance. The above conditions will have to be approved by the board of directors.

In addition, the wages of the employees of the Company are paid based on the grade table set according to the complexity of their work, the degree of responsibilities, and the professional skills required.

In order to attract outstanding employees, the Company provides an attractive remuneration policy to take care of employees and encourage them to make good performance.

(Continued)

68

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(13) Other 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:

(i) Loans to other parties:

Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties:
(In Thousands of New Taiwan Dollars)
Number Name of lender Name of
borrower
Account
name
Related
party
Highest
balance
of
financing
to other
parties
during the
period
Ending
balance
Actual
usage
amount
during the
period
Range of
interest
rates
during
the
period
Purposes
of fund
financing
for the
borrower
Transaction
amount for
business
between
two parties
Reasons
for
short-term
financing
Allowance
for bad debt
Collateral Individual
funding loan
limits
Maximum
limit of fund
financing
Item Value
0 Taiwan Fertilizer
Co., Ltd. (the
“Company”)
Dayun Co.,
Ltd/City
State Co.,
Ltd/Kuam
Chu
Constructio
n Co., Ltd
Lone-term
receivable
No 11,454 10,858 10,660 1.845%~
2.375%
1 79,500 - Commercial
paper
15,890 2,631,393 10,525,572
0 Taiwan Fertilizer
Co., Ltd. (the
“Company”)
OO Lin Lone-term
receivable
No 12,276 11,708 11,424 1.845%~
2.375%
1 85,300 - Commercial
paper
17,030 2,631,393 10,525,572
0 Taiwan Fertilizer
Co., Ltd. (the
“Company”)
OO Liao Lone-term
receivable
No 11,937 11,316 11,109 1.845%~
2.375%
1 83,120 - Commercial
paper
16,560 2,631,393 10,525,572
0 Taiwan Fertilizer
Co., Ltd. (the
“Company”)
OO Yeh Lone-term
receivable
No 12,175 11,542 - 1.845%~
2.375%
1 84,500 - Commercial
paper
16,890 2,631,393 10,525,572
0 Taiwan Fertilizer
Co., Ltd. (the
“Company”)
OO Lee Lone-term
receivable
No 11,577 11,376 - 1.845%~
2.375%
1 80,600 - Commercial
paper
16,060 2,631,393 10,525,572
0 Taiwan Fertilizer
Co., Ltd. (the
“Company”)
Xiangzhan
Investment
Developme
nt Co., Ltd.
Lone-term
receivable
No 11,828 11,236 11,039 1.845%~
2.375%
1 157,880 - Commercial
paper
15,770 2,631,393 10,525,572
0 Taiwan Fertilizer
Co., Ltd. (the
“Company”)
O Tan Lone-term
receivable
No 41,110 39,281 38,334 1.845%~
2.375%
1 78,360 - Commercial
paper
54,810 2,631,393 10,525,572
0 Taiwan Fertilizer
Co., Ltd. (the
“Company”)
OO Huang Lone-term
receivable
No 6,802 5,647 5,262 1.645%~
2.175%
1 77,000 - Commercial
paper
15,400 2,631,393 10,525,572
0 Taiwan Fertilizer
Co., Ltd. (the
“Company”)
OO Chang Lone-term
receivable
No 7,017 5,826 5,429 1.645%~
2.175%
1 79,500 - Commercial
paper
15,890 2,631,393 10,525,572

Note 1: (1) The total amount available for lending purpose shall not exceed twenty percent (20%) of the net worth of the Company.

  • (2) The accumulated capital loan and amount of the company to a single enterprise with business transactions shall be limited to 5% of net worth of the Company.

Note 2: If there is a business transaction, the contract price between the two parties shall be used as the business transaction amount. Note 3: The second order of mortgage right mentioned above is used as collateral.

Note 4: In accordance with the letter of the Financial Supervision and Administration Commission of the Republic of China on March 11, 2020, No. 1090330422, and in practice, the constuction industry generally gives customers a payment of one to five years in installments, and writes off 10 years and 20 years The goods are disclosed in the table above.

(ii) Guarantees and endorsements for other parties:

(In Thousands of New Taiwan Dollars)

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
(Note 3)
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 Relationshi
p with the
Company
(Note 2)
0 Taiwan
Fertilizer
Co., Ltd.
(the
“Company”)



Taifer
Chemicals
Internation
al Inc.
Subsidiary 47,487 13,500 13,500 13,500 - %
0.03
26,313,930 Y N N

(Continued)

69

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

Note 1: (1) The company under business dealings.

  • (2) A subsidiary in which the Company directly or indirectly holds more than 50% of its common shares.

  • (3) The parent company which directly or indirectly holds more than 50% of the common shares of the Company.

  • (4) A subsidiary in which the Company directly or indirectly holds more than 90% of its common shares.

  • (5) The financial guarantee provided by the Company based on its contractor's agreement to the same trade and co proprietor.

  • (6) The financial guarantee provided by the Company based on its shareholding due tojoint venture relationship.

  • (7) The financial guarantee provided by the Company based on sales contract regulated by Consumer Protection Act for sales in advance .

Note 2: The total amount of the guarantee provided by the Corporation to any individual entity should not exceed 20% of the Corporation’s net worth, or 50% of the individual net worth of Taifer.

Note 3: The total amount of guarantee should not exceed 50% of the Corporation’s net worth.

(iii) Securities held as of December 31, 2021 (excluding investment in subsidiaries, associates and joint ventures):

(In Thousands of New Taiwan Dollars)

Category and
name of security
Marketable
Securities Type/Name
and Issuer
Relationship
with company
Account
title
Ending balance Ending balance Ending balance Ending balance Note
Shares/Units
(thousands)
Carrying value Percentage of
ownership (%)
Fair value
Taiwan Fertilizer Co., Ltd.
Taiwan Fertilizer Co., Ltd.
Mutual funds
Mega Diamond Money
Market Fund
Deutsche Far Eastern
DWS Taiwan Money
Market Fund
Jih Sun Money Market
Fund
Prudential Financial
Money Market Fund
FSITC Money Market
Taishin 1699 Money
Market Fund
Ordinary shares
Eminent Venture
Capital Corporation
Eminent II VC Corp
Eminent III VC Corp
Taiwan Stock Exchange
Corporation
Visgeneer Inc.
TaiAn Technologies
Corporation
TSCBio Ventures
Capital Co.
Ding-Tang
Phalanx Biotech Co.,
Ltd.
Bion tech Inc.
China Petrochemical
Development
Corporation






Our Company is legal
representative director
of the company



Our Company is legal
representative director
of the company




Our Company is legal
representative director
of the company
Fair value through profit
or loss- current
Fair value through profit
or loss- current
Fair value through profit
or loss- current
Fair value through profit
or loss- current
Fair value through profit
or loss- current
Fair value through profit
or loss- current
FVOCI - noncurrent
FVOCI - noncurrent
FVOCI - noncurrent
FVOCI - noncurrent
FVOCI - noncurrent
FVOCI - noncurrent
FVOCI - noncurrent
FVOCI - noncurrent
FVOCI - noncurrent
FVOCI - noncurrent
FVOCI - current
789
846
668
625
646
731
2,700
12,000
30,000
16,803
3,147
1,667
168
1,500
125
4,167
9,662
10,001
10,001
10,002
10,002
10,002
10,001
25,569
92,640
249,900
3,005,243
31,030
23,217
12,204
-
-
-
127,059
%
-
%
-
%
-
%
-
%
-
%
-
%
10.00
%
18.50
%
16.56
%
2.00
%
10.43
%
16.67
%
19.75
%
6.71
%
0.17
%
15.16
%
0.29
10,001
10,001
10,002
10,002
10,002
10,001
25,569
92,640
249,900
3,005,243
31,030
23,217
12,204
-
-
-
127,059
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 3
Note 3
Note 3
Note 4
Note 4
Note 3
Note 3
Note 2

Note 1: The market value was calculated on the basis of the net asset value as of the balance sheet date.

Note 2: The market value was calculated on the basis of the closing price on the Taiwan Stock Exchange as of the balance sheet date.

  • Note 3: The market value was calculated on the basis of the audited financial statement for the same period.

Note 4: The market value was calculated on the basis of the estimated fair value per share of the expert evaluation report.

(Continued)

70

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

  • (iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock:
(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Name of
company
Category
and
name of
security
Account
name
Name of
counter-
party
Relationship
with the
company
Beginning Balance Purchases Sales Ending Balance
Shares Amount Shares Amount Shares Price Cost Gain (loss)
on disposal
Shares Amount
Taiwan
Fertilizer
Co., Ltd.
Mega
DiamondMo
ney Market
Fund
Deutsche Far
Eastern
DWS
Taiwan
Money
Market Fund
Jih Sun
Money
Market Fund
Yuanta De-
Li Money
Market Fund
Prudential
Financial
Money
Market Fund
Taiwan
Money
Market Fund
Taishin
1699 Money
Market Fund
Capital
Money
Market Fund
Union
Money
Market Fund
FVTPL -
current
FVTPL -
current
FVTPL -
current
FVTPL -
current
FVTPL -
current
FVTPL -
current
FVTPL -
current
FVTPL -
current
FVTPL -
current
- - 11,858
12,719
12,709
9,125
9,402
10,367
13,924
-
12,021
150,001
150,001
190,003
150,002
150,002
160,002
190,001
-
160,001
32,374
34,724
32,735
18,236
25,667
27,827
35,867
18,430
24,024
410,000
410,000
490,000
300,000
410,000
430,000
490,000
300,000
320,000
43,443
46,597
44,776
27,361
34,444
37,548
49,060
18,430
36,045
550,001
550,001
670,003
450,002
550,002
580,002
670,001
300,000
480,001
550,258
550,257
670,366
450,194
550,270
580,301
670,341
300,125
480,215
257
256
363
192
268
299
340
125
214
789
846
668
-
625
646
731
-
-
10,001
10,001
10,002
-
10,002
10,002
10,001
-
-

Note: Unrealized gain and loss on financial assets were recognized.

  • (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:

(In Thousands of New Taiwan Dollars)

Name of
company
Type of
property
Transaction
date
Acquisition
date
Book
value
Transaction
amount
Amount
actually
receivable
Gain from
disposal
Counter-party Nature of
relationship
Purpose of
disposal
Price
reference
Other
terms
Taiwan
Fertilizer
Co., Ltd.
Investment
property
September 8,
2020
February 23,
1955
84,259 301,000 301,000 216,741
S
C
L
hih Tso
onstruction Co.,
td.
None To activate
unused
assets
Appraisal
report
None
  • (vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$300 million or 20% of the capital stock:

(In Thousands of New Taiwan Dollars)

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/Accounts receivable (payable) Notes/Accounts receivable (payable) Note
Purchase/Sale Amount Percentage of
total
purchases/sales
Payment terms Unit price Payment terms Ending balance Percentage of total
notes/accounts
receivable (payable)
Taiwan
Fertilizer Co.,
Ltd.
AI-Jabail
Fertilizer
Company
Equity-method
investee
Purchase 1,830,706 22.26% Same as those
for third parties
Determined under
the considerations
of international
market price and
production cost
30 days (1,592,501) (69.76)% -

(Continued)

71

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:

(In Thousands of New Taiwan Dollars)

Name of
company
Counter-party Nature of
relationship
Ending
balance
Turnover
rate
Overdue Overdue Amounts received in
subsequent period
Allowance
for bad debts
Amount Action taken
Taiwan Fertilizer Co.,
Ltd.
TR ELECTRONIC
CHEMICAL
CO.,LTD.
Jointly controlled
entity
Other receivable
317,277
%
-
317,277 - - 317,277

(ix) Trading in derivative instruments:None

  • (b) Information on investees:

The following is the information on investees for the years ended December 31, 2021 (excluding information on investees in Mainland China):

(In Thousands of New Taiwan Dollars)

Name of investor Name of investee Location Main
businesses and products
Original investment amount Original investment amount Balance as of December 31, 2021 Balance as of December 31, 2021 Balance as of December 31, 2021 Net income
(losses)
of investee
Share of
profits/losses
of investee
Note
December 31, 2021 December 31, 2020 Shares
(thousands)
Percentage of
wnership
Carrying
value
Taiwan Fertilizer Co.,
Ltd.







TAIFER (CAYMAN)
INTERNATIONAL
GROUP CO., LTD.
Taifer Chemicals
International Inc.
TAIFER
INTERNATIONAL
(SAMOA) GROUP
CO., LTD.
Al-Jubail Fertilizer
Company
Taifer Chemicals
International Inc
Taiwan Yes Deep Ocean
Water Co., Ltd.
PEIFENG
TECHNOLOGY &
FERTILIZER CO., LTD.
TAIFER (CAYMAN)
INTERNATIONAL
GROUP CO., LTD.
MITAGRI CO., LTD.
Taiwan Agricultural
Investment and
Development co., Ltd.
TAIFER (CAMBODIA)
CO., LTD
TR ELECTRONIC
CHEMICAL CO., LTD.
TAIFER
INTERNATIONAL
(SAMOA) GROUP
CO.,LTD.
TAIFER CHEMICAL
INTERNATIONAL
CO.,LTD.
Kingdom of
Saudi Arabia
Taiwan
Taiwan
Taiwan
Cayman
Islands
Taiwan
Taiwan
Cambodia
Cayman
Islands
Samoa
Mongolia
Manufacture of urea, 2-EH (2-ethyl
hexanol), and DOP (dioctyl
phthalate)
International trade; wholesale of
fertilizer, tobacco, liquor, beverage,
forage, machinery, electrical
equipment, etc.; development,
operation and management of
residential buildings and factory
buildings; special zone
development; investment in and
construction of public works;
development of new towns and
districts; agent services on regional
district requisition; land adjustment;
and real estate rental or leasing
Wholesale of drinks, food and
grocery and other articles for daily
use; tobacco and liquor; glass and
pottery; hygiene products; fertilizers
and other chemical products; and
cosmetics; and
international trade
Manufacture and wholesale of
fertilizer
Investment and holding agriculture
Wholesale and retail of products for
organic agriculture
Wholesale and retail of products for
organic agriculture
International trade; wholesale of
fertilizer
Investment and holding
Investment and holding
Real estate lease
3,050,000
126,300
1,224,235
2,400,000
321,900
80,000
60,000
40,052
321,962
42,618
41,077
3,050,000
126,300
1,224,235
2,400,000
321,900
80,000
60,000
40,052
321,962
42,618
41,077
7
5,500
25,763
240,000
11
8,000
6,000
-
-
-
-
%
50.00
%
100.00
%
100.00
%
100.00
%
100.00
%
33.33
%
31.58
%
100.00
%
51.00
%
100.00
%
100.00
10,758,806
89,664
289,390
2,493,691
-
29,740
35,282
32,653
-
65,094
64,837
6,960,425
7,077
726
84,492
-
(9,425)
(37,193)
1,459
-
4,657
4,657
3,074,009
7,077
1,699
84,492
-
(3,141)
(11,746)
1,459
No applicable

Associate
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associate
Associate
Subsidiary
Jointly
controlled
entity
Subsidiary
Subsidiary

(Continued)

72

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(c) Information on investment in mainland China:

  • (i) The names of investees in Mainland China, the main businesses and products, and other information:

(In Thousands of New Taiwan Dollars)

Name of
investee
Main
businesses
and
products
Total
amount
of paid-in
capital
Method
of
investment
Accumulated
outflow of
investment from
Taiwan as of
January 1, 2020
Investment flows Investment flows Accumulated
outflow of
investment from
Taiwan as of
December 31, 2021
Net
income
(losses)
of the investee
Percentage
of
ownership
Investment
income
(losses)
Book
value
Accumulated
remittance of
earnings in
currentperiod
Outflow Inflow
TR
Electronic
Chemical
(Kunshan)
Ltd.
Manufacture of nitric
acid, hydrofluoric
acid, ammonia,
phosphoric acid,
oxalic acid, ammonia
fluoride and LCD and
IC Stripper
USD$ 21,500
(NT$595,335)
(note4)
(note 3) USD$ -
(NT$ -
)
(note4)
- - USD$ -
(NT$ -
)
(note 1)
USD$ -
(NT$ -
)
(note 1)
-% USD$ -
(NT$ -
)
(note 5)
USD$ -
(NT$ - )
(note 5)
-

(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 on Investment
NT$ -
(US$ -
)
(note 1)
NT$ 303,621
(US$ 10,965 )
(note 4)
NT$31,576,716
(note 2)

Note 1: The Company applied for the cessation of it operations to the local court on March 17, 2017, and the cessation was completed in August 2020. The accumulated investment amount of disposed in the current period is NT$303,621 thousand (US$10,965 thousand), and the accumulated investment amount from Taiwan of remitted at the end of the period is zero.

  • Note 2: The limit is based on the “Regulations Governing the Approval of Investment or Technical Cooperation in Mainland China” issued by the Investment Commission under the Ministry of Economic Affairs; the amount is 60% of shareholders’ equity or of consolidated shareholders’ equity.

  • Note 3: Indirect investment in mainland China through a subsidiary in a third place. (Investor: TAIFER (CAYMAN) INTERNATIONAL GROUP CO., LTD.)

Note 4: The foreign currency amounts of original investment amount and carrying value were translated into New Taiwan dollars at the exchange rate NT$27.69 as of December 31, 2021.

Note 5: As of June 30, 2015, the investment accounted for using the equity method balance of the Corporation was zero, so the Corporation didn’t recognize income (loss) of the investment.

(iii) Significant transactions:None

  • (d) Major shareholders:
Major shareholders:
Shareholding
Shareholder’s Name
Shares Percentage
Council of Agriculture, Executive Court, R.O.C. 235,886,376 %
24.07

(14) Segment information:

Please refer to the consolidated financial report for the year ended December 31, 2021.

73

TAIWAN FERTILIZER CO., LTD.

Statement of cash and cash equivalents

December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Please refers to note 6(a).

Statement of trade receivables

Vendor name
Non-related parties
Saudi Basic Industries Corporation
HSIN TAI CHEMICAL CO., LTD
Omya GmbH
Other(Note)
Description
Account
$ 667,935
147,611
61,806
858,852
$
1,736,204

Note:The year-end balance of each vendor doesn't exceed 5% of the account balance.

74

TAIWAN FERTILIZER CO., LTD.

Statement of other financial assets

December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Item
Time deposits
Time deposits
Description
Time deposits with original
maturities more than 3 months
Time deposits with original
maturities more than 1 year
Account
Note
$
68,203
Current
$
159,425
Non-current

75

TAIWAN FERTILIZER CO., LTD.

Statement of changes in investments accounted for using the equity method

December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Beginning Balance
Addition
Name of investee
Shares
(in thousand)
Amount
Shares
(in thousand)
Amount
AI-Jabail Fertilizer Company
7 $ 9,202,183
-
-
TAIFER (CAYMAN)
INTERNATIONAL GROUP CO.,
LTD.
11
-
-
-
Taifer Chemicals International Inc.
5,500
92,301
-
-
MITAGRI CO., LTD.
8,000
32,881
-
-
Taiwan Agricultural Investment and
Development Co., Ltd.
6,000
47,028
-
-
Taiwan Yes Deep Ocean Water Co., Ltd.
25,763
287,691
-
-
TAIFER (CAMBODIA) CO., LTD.
-
32,133
-
-
PEIFENG Technology & Fertilizer Co.,
Ltd.
240,000
2,427,460
-
-
$
12,121,677
-
Note 1: Adjustment of measured by using the equity method:
Share of profit or loss of subsidiaries, associates and joint ventures
accounted for using equity method.
Cash dividends paid by investee(not deduct tax prepayment for
shareholders)
Exchange differences on translation of foreign financial statements
Changes in other equity
Decrease Decrease Amount
-
-
-
-
-
-
-
-
Tax
prepayment
for
shareholders
Adjustment of
measured by using
the equity method
(Note 1)
Ending Balance Ending Balance Amount
10,758,806
-
89,664
29,740
35,282
289,390
32,653
2,493,691
13,729,226
Market
Net Asse
Value or
ts Value
Total
amount
Collateral
10,843,015
None
-

94,973

29,740

35,282

200,522

32,653

2,493,691
Shares
(in thousand)
-
-
-
-
-
-
-
-
$ $
Shares
(in thousand)
7
11
5,500
8,000
6,000
25,763
-
240,000
Percentage of
ownership
%
50.00
%
100.00
%
100.00
%
33.33
%
31.58
%
100.00
%
100.00
%
100.00
Unit price
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
277,022
-
-
-
-
-
-
-
1,279,601
-
(2,637)
(3,141)
(11,746)
1,699
520
66,231
1,330,527
- 277,022
$ $

76

TAIWAN FERTILIZER CO., LTD.

Statement of changes in property, plant and equipment

For the year ended December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Please refers to note 6(i).

Statement of changes in accumulated depreciation of property, plant and equipment

Please refers to note 6(i).

Statement of changes in investment property

Please refers to note 6(k).

77

TAIWAN FERTILIZER CO., LTD.

Statement of changes in accumulated depreciation of

investment property

For the year ended December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Please refers to note 6(k).

Statement of operating revenue

Item
Fertilizer
Chemical products
Urea
Electronic chemicals products
Other
Sales Revenue
Less:sales return, sales discounts and
allowances
Net sales revenue
Rental income
Other
Description
Account
$ 5,367,450
3,759,748
1,581,375
531,983
5,769
11,246,325
(40,919)
11,205,406
1,706,031
163,356
$
13,074,793

78

TAIWAN FERTILIZER CO., LTD.

Statement of operating costs

December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Item
Raw material
Raw material, January 1
Add:Purchases
Less:Raw material, December 31
Direct raw material
Direct labor
Manufacturing overhead
Cost of manufacturing
Add:Work in process, January 1
Purchases
Less:Work in process, December 31
Transferred(includes amount
Transferred to selling expense
and sample fee)
Cost of finished goods
Add: Finished goods, January 1
Purchases
Less:Finished goods, December 31
Cost of goods sold
Lease cost
Other operating cost
Description Account
Note
$ 1,761,455
6,276,076
(1,645,177)
6,392,354
214,034
1,795,014
8,401,402
410,680
115,059
(420,336)
(7,139)
8,499,666
182
1,831,510
(83)
10,331,275
752,865
137,465
$
11,221,605

79

TAIWAN FERTILIZER CO., LTD.

Statement of selling expenses

For the year ended December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Item
Salary and wages expense
Rent expense
Supplies expense
Travelling expense
Shipping expenses
Postage expenses
Repair and maintenance
expense
Advertisement expense
Utilities expense
Insurance expense
Entertainment expense
Donation expense
Tax
Depreciation expense
Various amortization
Employee benefit
Commission expense
Professional service
Expense
Transportation expense
Export expense
Sample fee
Pension
Computer usage expense
Other
Total
Sales
$ 44,739
274
864
1,350
168,731
594
272
81,790
258
3,664
4,369
5
932
1,897
-
487
47,497
37
2,723
26,828
556
1,614
-
7,125
$
396,606
Administration
477,766
1,030
2,686
1,046
-
3,009
12,082
1,432
10,376
22,357
6,826
4,832
256,348
41,654
6,965
12,212
-
72,579
769
-
400
11,248
11,883
55,985
1,013,485
Research and
development
24,067
22
92
256
-
141
2,036
-
1,596
1,855
72
-
191
7,040
113
150
-
385
159
-
-
771
-
19,750
58,696
Total
546,572
1,326
3,642
2,652
168,731
3,744
14,390
83,222
12,230
27,876
11,267
4,837
257,471
50,591
7,078
12,849
47,497
73,001
3,651
26,828
956
13,633
11,883
82,860
1,468,787