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TFC — Audit Report / Information 2023
Nov 10, 2023
51902_rns_2023-11-10_bb6e4a4f-f350-439f-a550-5ad363c02485.pdf
Audit Report / Information
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Stock Code:1722
TAIWAN FERTILIZER CO., LTD.
Parent Company Only Financial Statements
With Independent Auditors’ Report For the Years Ended December 31, 2023 and 2022
Address: 17F, No.170, Jingmao 1st Rd., Nangang Dist., Taipei City 115018, 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.
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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 material 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 |
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KPMG
台北市110615信義路5段7號68樓(台北101大樓) 電 話 Tel + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, 傳 真 Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) 網 址 Web kpmg.com/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 sheet as of December 31, 2023 and 2022, 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 material 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, 2023 and 2022, and its financial performance and its cash flows for the year ended December 31, 2023 and 2022 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Account of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters that, in our professional judgment, should be communicated are as follows:
1. Inventory Valuation
For details of accounting policies related to inventory valuation, please refer to Note 4(g) Inventory of the financial statements. For details of uncertainties in accounting estimates and assumptions related to inventory valuation, please refer to Note 5(b) of the financial statements. For descriptions on inventory valuation, please refer to Note 6(f) of the financial statements:
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.
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Description of key audit matter:
The inventory amount of the Company is presented at the lower of costs and net realizable amount. As The price of material is subject to market volatility, the Company complies with the policy of Ministry of Agriculature in order to stabilize the domestic fertilizer price, which may, in turn, generate risks where the inventory costs are higher than the net realizable value. Therefore, inventory valuation is a matter that requires great attention for our audits on the financial statements.
How the matter was addressed in our audit:
Our audit procedures for the above key audit matters included assessing the Company’s inventory allowance amount based on the nature of the inventories; performing audit to check the correctness of the inventory age report; reviewing the Company’s past inventory allowances and assessing whether the estimation methods and assumptions are appropriate; observe the inventory count and check the inventory status to assess whether the inventory is expired or damaged; sampling the latest sales prices of inventory and assessing the reasonableness of net realizable value; assessing whether disclosure items for inventory allowances are appropriate.
Other Matter
We did not audit the financial statements as of and for the years ended December 31, 2023 and 2022, 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, 2023 and 2022, the investments in the aforementioned investees are 11.46% (NT$9,310,170 thousand) and 11.71% (NT$9,420,043 thousand), of the Corporation’s total assets. For the years ended December 31, 2023 and 2022, the investment income on the above said investees are 40.03% (NT$1,731,262 thousand) and 107.20% (NT$3,491,558 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 with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of 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.
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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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
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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.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.
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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.
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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.
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.
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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 7, 2024
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.
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(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
TAIWAN FERTILIZER CO., LTD.
Balance Sheets
December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (notes 6(a) and (s)) 1110 Current financial assets at fair value through profit or loss (notes 6(b) and (s)) 1120 Current financial assets at fair value through other comprehensive income (notes 6(c) and (s)) 1150 Notes receivable, net (notes 6(d), (p) and (s)) 1170 Accounts receivable, net (notes 6(d), (p), (s) and 7) 1200 Other receivables, net (notes 6(e), (s) and 7) 130X Inventories (note 6(f)) 1410 Prepayments 1476 Other current financial assets (notes 6(a) and (s)) 1470 Other current assets Total current assets Non-current assets: 1517 Non-current financial assets at fair value through other comprehensive income (notes 6(c)and (s)) 1550 Investments accounted for using equity method (notes 6(g) and (s)) 1600 Property, plant and equipment (note 6(h)) 1755 Right-of-use assets (note 6(i)) 1760 Investment property, net (notes 6(j)and (k)) 1780 Intangible assets 1840 Deferred tax assets (note 6(m)) 1930 Long-term notes and accounts receivable, net (notes 6(e)and (s)) 1980 Other non-current financial assets (notes 6(a), (s)and 8) 1990 Other non-current assets, others (note 6(s)) Total non-current assets Total assets |
December 31, 2023 Amount % $ 3,986,928 5 80,025 - 94,401 - 77,831 - 744,972 1 782,488 1 2,558,665 3 505,559 1 2,280 - 15,220 - 8,848,369 11 3,191,342 4 12,309,084 15 10,606,689 13 822,389 1 44,457,370 55 7,502 - 313,244 - 57,220 - 603,572 1 13,909 - 72,382,321 89 $ 81,230,690 100 |
December 31, 2022 Amount % 2,303,245 3 80,002 - 95,464 - 127,872 - 893,651 1 1,350,201 2 3,154,881 4 827,321 1 792 - 11,962 - 8,845,391 11 3,040,760 4 12,485,044 16 11,349,730 14 922,286 1 43,193,489 54 10,150 - 211,948 - 65,564 - 272,572 - 24,100 - 71,575,643 89 80,421,034 100 Liabilities and Equity Current liabilities: 2130 Current contract liabilities (note 6(p)) 2150 Notes payable (note 6(s)) 2170 Accounts payable (notes 6(s)and 7) 2200 Other payables (notes 6(s)and 7) 2230 Current tax liabilities 2280 Current lease liabilities (note 6(s)) 2313 Unearned revenue (note 6(j)) 2310 Other advance receipts 2399 Other current liabilities, others Total current liabilities Non-current liabilities: 2550 Non-current provisions 2570 Deferred tax liabilities (note 6(m)) 2580 Non-current lease liabilities (note 6(s)) 2630 Long-term deferred revenue (note 6(j)) 2640 Net defined benefit liability, non-current (note 6(l)) 2645 Guarantee deposits received (notes 6(s) and 7) Total non-current liabilities Total liabilities Equity(note 6(n)): 3100 Capital stock 3200 Capital surplus Retained earnings: 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity interest Total equity Total liabilities and equity |
December 31, 2023 | December 31, 2022 | |
|---|---|---|---|---|---|
| Amount % $ 105,684 - 11,206 - 387,862 - 1,089,056 1 594,267 1 28,158 - 440,608 1 1,049 - 34,548 - 2,692,438 3 323,648 - 6,794,472 8 53,108 - 16,078,262 21 107,613 - 441,447 1 23,798,550 30 26,490,988 33 9,800,000 12 2,245,108 3 4,253,603 5 30,541,720 38 4,960,832 6 2,938,439 3 54,739,702 67 $ 81,230,690 100 |
Amount % 173,110 - 1,119 - 896,264 1 829,842 1 679,127 1 27,601 - 440,518 1 2,218 - 62,759 - 3,112,558 4 223,648 - 6,965,340 9 81,267 - 16,496,708 21 112,664 - 367,853 - 24,247,480 30 27,360,038 34 9,800,000 12 2,245,156 3 3,982,301 5 30,711,185 38 3,610,220 5 2,712,134 3 53,060,996 66 80,421,034 100 |
||||
See accompanying notes to parent company only financial statements.
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(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, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)
| 2023 Amount 4000 Operating revenue(notes 6(j), (k), (p) and 7) $ 14,601,131 5000 Operating costs(notes 6(f), (l), 7 and 14) (10,696,043) 5900 Gross profit from operations 3,905,088 Operating expenses(notes 6(d), (l), (q) and 14): 6100 Selling expenses (237,879) 6200 Administrative expenses (990,472) 6300 Research and development expenses (44,864) 6450 Expected credit loss - (1,273,215) 6900 Net Operating (loss) income 2,631,873 Non-operating income and expenses: 7100 Interest income(note 6(r)) 76,800 7010 Other income(notes 6(c) and (r)) 122,861 7020 Other gains and losses(notes 6(r) and 14) (354,015) 7050 Finance costs(note 6(r)) (1,925) 7060 Share of profit (loss) of associates and joint ventures accounted for using equity method 1,849,183 Total non-operating income and expenses 1,692,904 Profit from continuing operations before tax 4,324,777 7950 Less: Income tax expenses(note 6(m)) (405,726) Profit 3,919,051 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 (10,006) 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 198,268 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 (8,597) 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 2,001 181,666 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 34,863 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss (6,826) Components of other comprehensive income that will be reclassified to profit or loss 28,037 8300 Other comprehensive income 209,703 8500 Total comprehensive income $ 4,128,754 Basic earnings per share(note 6(o)) 9750 Basic earnings per share $ 9850 Diluted earnings per share $ |
2023 | % 100 (73) 27 (2) (7) - - (9) 18 1 1 (2) - 12 12 30 (3) 27 - 1 - - 1 - - - 1 28 4.00 3.99 |
2022 | % 100 (94) 6 (3) (8) - - (11) (5) - 1 1 - 26 28 23 (4) 19 - (3) - - (3) 8 2 6 3 22 2.72 2.72 |
|---|---|---|---|---|
| Amount 14,264,756 (13,440,139) 824,617 (400,181) (1,050,805) (42,626) - (1,493,612) (668,995) 31,155 112,021 107,303 (3,031) 3,678,627 3,926,075 3,257,080 (587,431) 2,669,649 21,436 (417,138) (6,390) (4,287) (406,379) 1,143,237 (229,875) 913,362 506,983 3,176,632 |
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See accompanying notes to parent company only financial statements.
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(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, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2022 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 due to sale land Other changes in capital surplus Balance at December 31, 2022 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 due to sale land Other changes in capital surplus Balance at December 31, 2023 |
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 52,627,860 2,669,649 506,983 3,176,632 - (2,744,000) - 504 53,060,996 3,919,051 209,703 4,128,754 - (2,450,000) - (48) 54,739,702 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of foreign financial statements |
Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income |
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| Ordinary shares |
Legal reserve | Special reserve |
Unappropriated retained earnings |
Total retained earnings |
|||||||||||||
| $ 9,800,000 - - - - - - - 9,800,000 - - - - - - - $ 9,800,000 |
2,244,652 | 3,673,475 | 30,743,799 | 3,950,024 | 38,367,298 | (685,594) - 913,362 913,362 - - - - 227,768 - 28,037 28,037 - - - - 255,805 |
2,901,504 | 2,215,910 - 496,224 496,224 - - - - 2,712,134 - 226,305 226,305 - - - - 2,938,439 |
|||||||||
| - - |
- - |
- - |
2,669,649 10,759 |
2,669,649 10,759 |
|||||||||||||
| - | - | - | 2,680,408 | 2,680,408 | |||||||||||||
| - - - 504 |
308,826 - - - |
||||||||||||||||
| 2,245,156 - - |
3,982,301 - - |
||||||||||||||||
| - | - | ||||||||||||||||
| 271,302 - - - |
|||||||||||||||||
| 4,253,603 |
See accompanying notes to parent company only financial statements.
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(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, 2023 and 2022
(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 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 Gain on disposal of property, plant and equipment Gain on disposal of investment properties Loss on disposal of investments accounted for using equity method Impairment loss on non-financial assets Compensation Total adjustments to reconcile loss Changes in operating assets and liabilities: Changes in operating assets: Decrease in notes receivable Decrease in accounts receivable Decrease (increase) in other receivable Decrease (increase) in inventories Decrease (increase) in prepayments Increase in other current assets Total changes in operating assets Changes in operating liabilities: (Decrease) increase in contract liabilities Increase in notes payable Decrease in accounts payable Increase in other payable Increase in provisions Decrease in receipts in advance (Decrease) increase in other current liabilities Decrease in net defined benefit liability (Decrease) increase 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 paid Net cash flows from operating activities |
For the years ended December 31 2023 2022 $ 4,324,777 3,257,080 1,115,581 1,029,313 3,518 4,974 (970) (1,317) 1,925 3,031 (76,800) (31,155) (78,655) (99,567) (1,849,183) (3,678,627) (516) (103) - (62,997) 8,453 - 305,220 - - 17,708 (571,427) (2,818,740) 50,041 60,581 148,679 842,553 134,791 (531,789) 586,851 (487,592) 318,932 (604,586) (3,258) (667) 1,236,036 (721,500) (67,426) 33,406 10,087 29 (508,402) (1,385,493) 97,682 6,748 100,000 - (1,169) (17,602) (28,211) 16,887 (15,057) (2,512) (418,356) 2,290,291 (830,852) 941,754 405,184 220,254 (166,243) (2,598,486) 4,158,534 658,594 75,257 31,132 2,525,266 5,358,897 (1,925) (3,031) (767,575) (594,839) 5,989,557 5,450,753 |
|---|---|
| 2023 $ 4,324,777 1,115,581 3,518 (970) 1,925 (76,800) (78,655) (1,849,183) (516) - 8,453 305,220 - (571,427) 50,041 148,679 134,791 586,851 318,932 (3,258) 1,236,036 (67,426) 10,087 (508,402) 97,682 100,000 (1,169) (28,211) (15,057) (418,356) (830,852) 405,184 (166,243) 4,158,534 75,257 2,525,266 (1,925) (767,575) 5,989,557 |
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, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) investing activities: Proceeds from capital reduction of financial assets at fair value through other comprehensive income 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 Proceeds from capital reduction of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Decrease in other receivables Acquisition of intangible assets Acquisition of investment properties Proceeds from disposal of investment properties Increase in other financial assets Net cash flows 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 used in financing activities Net 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, 2023 and 2022
(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 17F, No.170, Jingmao 1st Rd., Nangang Dist., Taipei City 115018, 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 7, 2024.
(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, 2023:
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●Amendments to IAS 1 “Disclosure of Accounting Policies”
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●Amendments to IAS 8 “Definition of Accounting Estimates”
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●Amendments to IAS 12 “ Deferred Tax related to Assets and Liabilities arising from a Single Transaction”
The Company has initially adopted the new amendment, which do not have a significant impact on its financial statements, from May 23, 2023:
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●Amendments to IAS 12 “International Tax Reform—Pillar Two Model Rules”
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(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, 2024, would not have a significant impact on its financial statements:
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●Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”
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●Amendments to IAS 1 “Non-current Liabilities with Covenants”
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●Amendments to IAS 7 and IFRS 7 “Supplier Finance Arrangements”
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●Amendments to IFRS 16 “Lease Liability in a Sale and Leaseback”
(Continued)
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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:
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●Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”
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●IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”
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●Amendments to IFRS 17 “Initial Application of IFRS 17 and IFRS 9 – Comparative Information”
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●Amendments to IAS21 “Lack of Exchangeability”
(4) Summary of material 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”).
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(b) Basis of preparation
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(i) Basis of measurement
The parent company only financial statements have been prepared on the historical cost basis except for the following material items in the balance sheets:
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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;
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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 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 |
3~60years3 ~40years3 ~15years3 ~15yearsUseful lives Item Useful lives Machine: 3 ~15 yearsProduction equipment 3 ~15 years16 ~60 yearsStorage 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.
For operating leases, the Company recognizes the lease payments received as lease revenue during the lease period on a straight-line basis.
(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 (including patent and computer software) that are acquired by the Company 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 Company 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 components
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
(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 Company recognizes costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.
(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 at the time of the transaction (i) affects neither accounting nor taxable profits (losses) and (ii) does not give rise to equal taxable and deductible temporary differences;
-
(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, 2023 and 2022 for operating segments information.
(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:
The preparation of the financial statements has made judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the 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.
(b) Valuation of inventories
As inventories are stated at the lower of cost and net realizable value, the Company estimates the net realizable value of inventories to comply with the policy of Ministry of Agriculture which is in order to stabilize the domestic fertilizer price and then writes down the cost of inventories to net realizable value. Please refer to note 6(f) for further description of the valuation of inventories.
(Continued)
27
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
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.
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(s), 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, 2023 $ 2,738 3,184,190 800,000 $ 3,986,928 |
December 31, 2022 |
|---|---|---|
| 2,602 2,300,643 - |
||
| 2,303,245 |
- (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, 2023 $ 2,280 603,572 $ 605,852 |
December 31, 2022 |
|---|---|---|
| 792 272,572 |
||
| 273,364 |
- (ii) Refer to Note 6(s) for the fair value sensitivity analysis and interest rate risk of the financial assets and liabilities of the Company. Refer to Note 8 for assets pledged as collateral.
(Continued)
28
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
- (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, 2023 $ 80,025 |
December 31, 2022 |
|---|---|---|
| 80,002 |
Please refer to note 6(r) for the amount of remeasurement fair value through profit or loss.
- (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, 2023 $ 94,401 3,191,342 $ 3,285,743 |
December 31, 2022 |
|---|---|---|
| 95,464 3,040,760 |
||
| 3,136,224 |
- (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, 2023 and 2022 were $78,655 and $99,567 thousand, respectively.
A resolution was approved during the provisional meeting of shareholders of Eminent Venture Capital Corporation, one of the financial assets measured at fair value through other comprehensive income by the Group, held on February 24, 2023 and February 17, 2022, for capital reduction, wherein the Company will receive the refund of $6,750 and $13,500 thousand, respectively.
A resolution was approved during the provisional meeting of shareholders of Eminent II Venture Capital Corporation, one of the financial assets measured at fair value through other comprehensive income by the Group, held on February 24, 2023, for capital reduction, wherein the Company will receive the refund of $42,000 thousand.
-
(ii) For credit risk, please refer to note 6(s).
-
(iii) Financial assets at fair value through other comprehensive income of the Company had not been pledged as collateral for long-term borrowings.
(Continued)
29
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
- (d) Notes receivable, accounts receivable, long-term notes and accounts receivable
| Notes receivables – Merchandise Account receivables – Merchandise Less : Loss allowance |
December 31, 2023 $ 77,831 745,181 (209) $ 822,803 |
December 31, 2022 127,872 893,860 (209) 1,021,523 |
|---|---|---|
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 Current 1 to 30 days past due 31 to 60 days past due |
December 31, 2023 | December 31, 2023 | Loss allowance provision - - (63) (146) (209) Loss allowance provision - (46) (163) (209) |
|---|---|---|---|
| Gross carrying amount Expected loss rate $ 778,523 0%~0.01% 44,117 0%~0.94% 226 0%~27.88% 146 0%~100% $ 823,012 December 31, 2022 |
|||
| Expected loss rate 0%~0.01% 0%~1.01% 0%~100% |
As of December 31, 2023 and 2022, there was no movement in the allowance for notes receivables and account receivables.
- (e) Other receivables (including the long-term receivable)
| Other receivables Dividends receivables Property receivables Unrealized interest income Less : Loss allowance |
December 31, 2023 $ 1,091,421 - 73,997 (8,433) (317,277) $ 839,708 |
December 31, 2022 1,131,655 527,479 83,016 (9,108) (317,277) 1,415,765 |
|---|---|---|
(Continued)
30
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
| Other receivables Long-term receivables |
December 31, 2023 $ 782,488 57,220 $ 839,708 |
December 31, 2022 |
|---|---|---|
| 1,350,201 65,564 |
||
| 1,415,765 |
As of December 31, 2023, the total amount of receivables due to the sale of premises of the Company was $65,564 thousand. The Company estimates to collect $8,343 and $57,221 thousand over the year 2024, 2025 and thereafter, respectively.
The above receivables of $65,564 thousand are all secured by the premises and promissory notes sold, and a mortgage is established to the Company.
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 |
|---|---|---|
| 2023 $ 317,277 |
2022 | |
| 317,277 |
For the explanation of individually assessed impairment, please refers to note 7; for other credit risk information, please refers to note 6(s).
The Company complies with the policy of Council of Agriculture of Executive Yuan, which is in order to stabilize the domestic fertilizer price and supplement stocks of fertilizer raw material, so as to fully meet the fertilizer demands of farmers. As of December 31, 2023 and 2022, the total amount of subsidy receivables due to no increase in the fertilizer price was $712,029 and $788,447 thousand , which was recognized in the account of other receivables.
- (f) 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, 2023 $ 1,628,953 541,933 14 $ 2,170,900 $ 387,765 |
December 31, 2022 |
|---|---|---|
| 1,665,359 844,724 15 |
||
| 2,510,098 | ||
| 644,783 |
The cost of inventories recognized as cost of goods sold and expense for the years ended December 31, 2023 and 2022, amounted to $9,255,800 and $12,406,410 thousand, respectively.
For the year ended December 31, 2022, the Company recognized $128,762 thousand as cost of goods sold due to valuation loss of inventories to net realizable value.
As of December 31, 2023 and 2022, the aforesaid inventories were not pledged as collateral.
(Continued)
31
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(g) Investments accounted for using equity method
The Company’s financial information for equity accounted investees at the reporting date was as follows:
| Subsidiaries Associates |
December 31, 2023 $ 2,938,007 9,371,077 $ 12,309,084 |
December 31, 2022 |
|---|---|---|
| 2,999,921 9,485,123 |
||
| 12,485,044 |
(i) Subsidiaries
Please refer to the consolidated financial report for the years ended December 31, 2023.
(ii) Associates
- 1) 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, 2023 $ 9,310,170 60,907 - $ 9,371,077 |
December 31, 2022 |
|---|---|---|
| 9,420,043 31,047 34,033 |
||
| 9,485,123 |
Associates that had materiality were as follows:
| Associate | Nature of relationship |
Country of registration |
Equity ownership |
|---|---|---|---|
| December 31, 2023 December 31, 2022 % 50.00 % 50.00 |
|||
| Al-Jubail 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.
(Continued)
32
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
Summary financial information on Al-Jubail 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 Revenue Profit for the year Other comprehensive income Comprehensive income Comprehensive income attributable to non controlling interests Comprehensive income attributable to investee owners Dividends declared by Associates |
December 31, 2023 December 31, 2022 $ 7,172,904 8,740,941 15,299,029 16,094,641 (3,689,495) (5,514,618) (851,583) (723,560) $ 17,930,855 18,597,404 $ 8,662,425 8,810,249 9,268,430 9,787,155 $ 17,930,855 18,597,404 For the years ended December 31 2023 2022 $ 13,556,238 17,284,334 3,741,949 7,488,324 (19,694) (14,375) $ 3,722,255 7,473,949 $ 1,692,677 3,371,560 $ 2,029,578 4,102,389 $ 2,743,120 7,366,520 |
|---|---|
- 2) Joint ventures that are not individually material
The associated enterprise of the Group, MITAGRI CO., LTD., acquired a 100% equity interest in Taiwan Agricultural Investment and Development Co., Ltd. through the issuance of new shares, as resolved in the board of directors' special meeting held on November 30, 2022. The conversion date was set as January 1, 2023. On the conversion date, the Company held a book value of $34,032 thousand and a fair value of $25,579 thousand for Taiwan Agricultural Investment and Development Co., Ltd. A loss on disposal of investment amounting to $8,453 thousand was recognized. The Company lost significant influence over Taiwan Agricultural Investment and Development Co., Ltd., and its equity interest in MITAGRI CO., LTD. decreased from 33.33% to 32.52%. For details of the loss on disposal of investment, please refer to Note 6(r).
(iii) Collateral
As of December 31, 2023 and 2022, the investments in the aforesaid equity-accounted investees were not pledged as collateral.
(Continued)
33
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(h) 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, 2023 and 2022 were as follows:
| Cost or deemed cost: Balance on January 1, 2023 Additions Disposals Transfer from completion Balance on December 31, 2023 Balance on January 1, 2022 Additions Disposals Reclassification Transfer from completion Balance on December 31, 2022 Depreciation and impairment loss: Balance on January 1, 2023 Depreciation for the year Impairment loss Disposals Transfer from completion Balance on December 31, 2023 Balance on January 1, 2022 Depreciation for the year Disposals Transfer from completion Balance on December 31, 2022 Carrying amounts: Balance on December 31, 2023 Balance on January 1, 2022 Balance on December 31, 2022 |
Land $ 3,651,584 - - - $ 3,651,584 $ 3,652,778 - (1,194) - - $ 3,651,584 $ - - - - - $ - $ - - - - $ - $ 3,651,584 $ 3,652,778 $ 3,651,584 |
Building and construction 3,861,302 8,376 (4,512) (244,428) 3,620,738 3,894,349 13,511 - - (46,558) 3,861,302 1,087,462 123,811 124,901 (4,512) (250,894) 1,080,768 994,525 125,681 - (32,744) 1,087,462 2,539,970 2,899,824 2,773,840 |
Machinery and equipment 9,812,779 151,867 (44,820) (186,168) 9,733,658 9,704,501 83,548 (64,372) - 89,102 9,812,779 5,354,093 639,717 82,276 (44,679) (273,806) 5,757,601 4,788,007 637,791 (64,298) (7,407) 5,354,093 3,976,057 4,916,494 4,458,686 |
Transportation Equipment 83,471 1,328 (8,556) (65) 76,178 81,921 4,533 (3,288) - 305 83,471 63,249 6,136 2 (8,555) (66) 60,766 59,861 7,147 (3,288) (471) 63,249 15,412 22,060 20,222 |
Other Equipment 431,342 9,523 (6,221) (16,645) 417,999 438,916 13,762 (22,855) - 1,519 431,342 237,198 32,587 15,240 (6,203) (33,762) 245,060 226,566 32,481 (22,855) 1,006 237,198 172,939 212,350 194,144 |
Construction in progress 334,074 182,053 - 447,279 963,406 307,696 106,442 - 4,053 (84,117) 334,074 82,820 - 82,801 - 547,058 712,679 82,820 - - - 82,820 250,727 224,876 251,254 |
Total 18,174,552 353,147 (64,109) (27) 18,463,563 18,080,161 221,796 (91,709) 4,053 (39,749) 18,174,552 6,824,822 802,251 305,220 (63,949) (11,470) 7,856,874 6,151,779 803,100 (90,441) (39,616) 6,824,822 10,606,689 11,928,382 11,349,730 |
|---|---|---|---|---|---|---|---|
(i) The Company performed an impairment assessment on property, plant and equipment on December 31, 2023. Value in use as the recoverable amount of the assets is used in the assessment. In 2023, the Company assessed that the property, plant and equipment had reduced future use value, so an impairment loss of $305,220 thousand was made, which was included in the other benefits and losses in the consolidated income statement.
(ii) As of December 31, 2023 and 2022, the property, plant and equipment were not pledged as collateral.
(Continued)
34
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(i) 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, 2023 Balance on December 31, 2022 Accumulated depreciation and impairment losses: Balance on January 1, 2023 Depreciation for the year Balance on December 31, 2023 Balance on January 1, 2022 Depreciation for the year Balance on December 31, 2022 Carrying amount: Balance on December 31, 2023 Balance on January 1, 2022 Balance on December 31, 2022 |
Land |
|---|---|
| $ 1,321,931 $ 1,321,931 $ 399,645 99,897 $ 499,542 $ 299,748 99,897 $ 399,645 $ 822,389 $ 1,022,183 $ 922,286 |
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
(j) 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, 2023 Additions Reclassification Balance on December 31, 2023 Balance on January 1, 2022 Additions Disposals Reclassification Balance on December 31, 2022 Amortization and Impairment Loss: Balance on January 1, 2023 Depreciation Reclassification Balance on December 31, 2023 Balance on January 1, 2022 Depreciation Balance on December 31, 2022 Carrying amounts: Balance on December 31, 2023 Balance on January 1, 2022 Balance on December 31, 2022 |
Own assets | Undeveloped Investment Property 16,482,731 - 433,682 16,916,413 16,880,889 - (34,044) (364,114) 16,482,731 607,646 - 11,442 619,088 607,646 - 607,646 16,297,325 16,273,243 15,875,085 |
Right-of-use assets Other 3,778 - - 3,778 3,778 - - - 3,778 3,778 - - 3,778 3,358 420 3,778 - 420 - |
Total 44,517,616 1,476,561 12,195 46,006,372 42,362,117 2,274,962 (34,044) (85,419) 44,517,616 1,324,127 213,433 11,442 1,549,002 1,197,811 126,316 1,324,127 44,457,370 41,164,306 43,193,489 |
|
|---|---|---|---|---|---|
| Completed Investment Property $ 16,283,522 6,783 5,830,190 $ 22,120,495 $ 11,156,185 25,702 - 5,101,635 $ 16,283,522 $ 582,279 197,696 - $ 779,975 $ 472,783 109,496 $ 582,279 $ 21,340,520 $ 10,683,402 $ 15,701,243 |
Investment Property under Construction 11,747,585 1,469,778 (6,251,677) 6,965,686 14,321,265 2,249,260 - (4,822,940) 11,747,585 130,424 15,737 - 146,161 114,024 16,400 130,424 6,819,525 14,207,241 11,617,161 |
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.
-
(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 (LURs) are for 50 years from the date of registration of these rights.
-
2) The LURs (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, 2023 and 2022, the unamortized balances of the LURs under above mentioned contract were $2,077,910 and $2,141,928 thousand, respectively.
(Continued)
36
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
-
3) In addition to the LURs, 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 2023 and 2022 were both $350,289 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, 2023 and 2022, the unamortized balance of the LURs were $11,730,850 and $12,048,377 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 2023 and 2022 were both $48,498 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.
-
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, 2023 Balance on December 31, 2022 Balance on January 1, 2022 |
The Taiwan Government Bond A02105 $ 1,059,797 $ 1,043,155 $ 1,190,636 |
The Taiwan Government Bond A03114 |
|---|---|---|
| 1,550,245 | ||
| 1,538,300 | ||
| 1,686,989 |
(Continued)
37
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(iii) The main provisions of the D6 contract on the pledging of land use rights were as follows:
-
1) Land use rights (LURs) are valid for 70 years from the date of the registration of these rights.
-
2) The LURs (accounted for as deferred income current and noncurrent) amounted to $2,705,714 thousand, which has been treated as royalty revenue (accounted for as operating revenue) amortizable over 70 years from February 10, 2022. As of December 31, 2023 and 2022, the unamortized balance of the LURs were $2,631,629 and $2,670,282 thousand, respectively.
-
3) In addition to the LURs, the 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 annual rentals in 2023 and 2022 were $2,483 and $2,210 thousand, respectively.
-
4) The lessees shall deliver a written notice to the Company no less than three years prior to the expiration of the existing lease term to exercise the extension option.
-
(iv) 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. In June 2023, Caesar Park Hotel sent a letter to the Company to terminate the contract and filed a lawsuit against the Company, demanding for a damage compensation. Please refer to note 9 for details of the lawsuit.
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. The Commercial Building of C2-B and the C2 Hotel Building construction projects have been completed and transferred to be booked as completed investment property. The investment amount of current period is $1,376,449 thousand, with the cumulative total investment amounting to $7,552,083 thousand.
(Continued)
38
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
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.
The fair values of investment properties were assessed as follows:
| Fair value C6 /C7/C8/C9C2 C3 Hsinchu Kaohsiung |
December 31, 2023 $ 27,389,157 $ 23,339,307 $ 39,704,894 $ 13,033,686 $ 24,054,860 |
December 31, 2022 |
|---|---|---|
| 26,367,866 | ||
| 22,140,611 | ||
| 38,699,707 | ||
| 10,051,593 | ||
| 22,465,466 |
The fair values were based on the valuations carried out at March 3, 2023 and March 10, 2022 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 |
|---|---|
| 2023 2022 18% 18% 18% 18% 18% 18% 18% 18% 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, 2023 and 2022 investment properties were not pledged as collateral.
(k) 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(j) 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, 2023 $ 1,478,974 1,549,803 1,535,757 1,469,800 1,257,187 16,992,010 $ 24,283,531 |
December 31, 2022 1,214,397 1,172,396 1,145,731 1,141,919 1,097,956 13,375,256 19,147,655 |
|---|---|---|
For the years ended December 31, 2023 and 2022, the property rental income was $1,321,971 and $1,158,101 thousand, respectively. There were no significant property equipment and maintenance expenses.
(l) 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, 2023 $ 357,113 (249,500) 107,613 - $ 107,613 |
December 31, 2022 415,320 (302,656) 112,664 - 112,664 |
|---|---|---|
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 $249,500 thousand as of December 31, 2023. 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, 2023 and 2022 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 fromchanges in financial assumption -Experience adjustmentBenefits paid Defined benefit obligation, December 31 |
For the years ended December 31 2023 2022 $ 415,320 464,419 14,998 14,821 1,050 (13,714) 11,971 19,439 (86,226) (69,645) $ 357,113 415,320 |
|---|---|
| 2023 $ 415,320 14,998 1,050 11,971 (86,226) $ 357,113 |
- 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, 2023 and 2022 were as follows:
| December 31, 2023 and 2022 were as follows: | |||
|---|---|---|---|
| For | the years ended | December 31 | |
| 2023 | 2022 | ||
| Fair value of plan assets, January 1 | $ | 302,656 | 327,807 |
| Interests revenue | 3,258 | 1,976 | |
| Re-measurement of the net defined benefit liability | |||
-Return on plan assets excluding interest income |
3,015 | 27,161 | |
| Contributions paid by the employer | 9,691 | 15,243 | |
| Benefits paid | (69,120) | (69,531) | |
| Fair value of plan assets, December 31 | $ | 249,500 | 302,656 |
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, 2023 and 2022 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 |
|---|---|---|
| 2023 $ 10,444 1,295 $ 11,739 $ 8,142 3,597 $ 11,739 |
2022 | |
| 11,997 848 |
||
| 12,845 | ||
| 8,687 4,158 |
||
| 12,845 |
- 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, 2023 and 2022 were as follows:
| Cumulative amount, January 1 Recognized during the year Cumulative amount, December 31 |
For the years ended December 31 2023 2022 $ 115,018 132,167 8,005 (17,149) $ 123,023 115,018 |
|---|---|
| 2023 $ 115,018 8,005 $ 123,023 |
- 7) Actuarial assumptions
The principal actuarial assumptions at the reporting date were as follows:
| Discount rate Future salary increases |
2023.12.31 2022.12.31 % 1.15 % 1.20 % 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 $8,555 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, 2023 and 2022, the changes in the principal actuarial assumptions will impact on the present value of defined benefit obligation as follows:
| December 31, 2023 Discount rate Future salary increase rate December 31, 2022 Discount rate Future salary increase rate |
Impact on the present value of defined benefit obligation Increase by 0.25% Decrease by 0.25% (5,192) 5,341 5,309 (5,187) (5,952) 6,126 6,092 (5,950) |
|---|---|
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 6.00% 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, 2023 and 2022, 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 | |
| 2023 $ 13,536 9,718 $ 23,254 |
2022 | |
| 12,570 9,195 |
||
| 21,765 |
The cost of the pension contributions to the Labor Insurance Bureau for the years ended December 31, 2023 and 2022 amounted to $22,959 and $21,556 thousand, respectively.
(Continued)
43
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(iii) Short-term employee benefits
| Short term employee benefit liabilities | December 31, 2023 $ 9,062 |
December 31, 2022 10,377 |
|---|---|---|
(m) Income tax
(i) The components of income tax in the years 2023 and 2022 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 2023 2022 $ 596,464 1,139,023 84,591 24,605 1,661 (1,630) 682,716 1,161,998 (226,281) (566,859) (50,709) (7,708) (276,990) (574,567) $ 405,726 587,431 |
|---|---|
| 2023 $ 596,464 84,591 1,661 682,716 (226,281) (50,709) (276,990) $ 405,726 |
The amount of income tax recognized in other comprehensive income for 2023 and 2022 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 | For the years ended December 31 |
|---|---|---|
| 2023 (2,001) 6,826 |
2022 | |
| 4,287 | ||
| 229,875 | ||
(Continued)
44
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
Reconciliation of income tax and for 2023 and 2022 as follows:
| Profit excluding income tax Income tax using the Company’s domestic tax rate Investment income of equity method Non-deductible income tax Tax-exempt income Land value increment tax Prior years income tax adjustment Others Income tax expense |
For the years ended December 31 2023 2022 $ 4,324,777 3,257,080 864,955 651,416 (23,876) (37,319) 33 519 (467,628) (32,764) 33,882 16,897 1,661 (1,630) (3,301) (9,688) $ 405,726 587,431 |
|---|---|
| 2023 $ 4,324,777 864,955 (23,876) 33 (467,628) 33,882 1,661 (3,301) $ 405,726 |
-
(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, 2023 and 2022 were as follows:
Deferred tax liabilities:
| Balance on January 1, 2023 Recognized in profit or loss Recognized in other comprehensive income Balance on December 31, 2023 Balance on January 1, 2022 Recognized in profit or loss Recognized in other comprehensive income Balance on December 31, 2022 |
Land value increment tax $ 6,267,000 (50,709) - $ 6,216,291 $ 6,274,708 (7,708) - $ 6,267,000 |
Investment income recognized under the equity method 485,966 (126,357) - 359,609 1,073,602 (587,636) - 485,966 |
Exchange difference on the translation of foreign operations 145,668 - 6,801 152,469 72,592 - 73,076 145,668 |
Others 66,706 (603) - 66,103 28,818 37,888 - 66,706 |
Total 6,965,340 (177,669) 6,801 6,794,472 7,449,720 (557,456) 73,076 6,965,340 |
|---|---|---|---|---|---|
Deferred tax assets:
| Balance on January 1, 2023 Recognized in profit or loss Recognized in other comprehensive income Balance on December 31, 2023 Balance on January 1, 2022 Recognized in profit or loss Recognized in other comprehensive income Balance on December 31, 2022 |
Unamortized manufacturing costs $ 61,575 16,147 - $ 77,722 $ 66,386 (4,811) - $ 61,575 |
Defined benefit obligation 27,883 - 2,001 29,884 32,170 - (4,287) 27,883 |
Impairment loss on assets 69,439 81,044 - 150,483 73,150 (3,711) - 69,439 |
Exchange difference on the translation of foreign operations 151 - (25) 126 156,950 - (156,799) 151 |
Others 52,900 2,129 - |
Total 211,948 99,320 1,976 |
|---|---|---|---|---|---|---|
| 55,029 | 313,244 | |||||
| 27,267 25,633 - |
355,923 17,111 (161,086) |
|||||
| 52,900 | 211,948 |
(Continued)
45
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
-
(iii) The Company’s income tax returns through 2021 have been assessed and approved by the Tax Authority.
-
(n) Share capital and other interests
(i) Share capital
As of December 31, 2023 and 2022, 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.
(ii) Capital surplus
The components of capital surplus were as follows:
| Treasury share transactions Donations Others |
December 31, 2023 $ 2,187,988 44,803 12,317 $ 2,245,108 |
December 31, 2022 |
|---|---|---|
| 2,187,988 44,803 12,365 |
||
| 2,245,156 |
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% 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.
(Continued)
46
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
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% of the actual share capital.
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 $30,127,912 and $30,297,377 thousand as of December 31, 2023 and 2022, 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
The appropriations of earnings for 2022 and 2021 had been approved in the shareholders’ meeting on Jnue 28, 2023 and June 29, 2022, respectively. These earnings were appropriated as follows:
| Dividends distributed to ordinary shareholders: Cash |
2022 | 2022 | 2022 | 2021 Amount per share (dollars) Amount 2.80 2,744,000 |
2021 Amount per share (dollars) Amount 2.80 2,744,000 |
|---|---|---|---|---|---|
| Amount per share (dollars) |
Amount | Amount | |||
| $ 2.50 | 2,450,000 | 2,744,000 |
(Continued)
47
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
On March 7, 2024, the Company’s Board of Directors resolved to appropriate the 2023 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 |
|---|---|---|
| 2023 | ||
| Amount per share (dollars) $ 2.60 |
Amount | |
| 2,548,000 |
(iv) Other equity accounts (net of tax)
| Balance on January 1, 2023 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, 2023 Balance on January 1, 2022 Exchange differences on subsidiaries accounted for using equity method Unrealized losses from financial assets measured at fair value through other comprehensive income Balance on December 31, 2022 |
Exchange differences on translation of foreign financial statements $ 227,768 28,037 - $ 255,805 $ (685,594) 913,362 - $ 227,768 |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income 2,484,366 - 198,268 2,682,634 2,901,504 - (417,138) 2,484,366 |
Total 2,712,134 28,037 198,268 |
|---|---|---|---|
| 2,938,439 | |||
| 2,215,910 913,362 (417,138) |
|||
| 2,712,134 |
(o) 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 |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2023 $ 3,919,051 980,000 $ 4.00 |
2022 | |
| 2,669,649 | ||
| 980,000 | ||
| 2.72 |
(Continued)
48
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
| 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 |
|---|---|---|
| 2023 $ 3,919,051 980,000 1,851 981,851 $ 3.99 |
2022 2,669,649 |
|
| 980,000 1,803 |
||
| 981,803 | ||
| 2.72 |
(p) 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 Revenue from selling real estates Other operating revenue |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2023 $ 9,579,426 2,121,953 2,616,889 282,863 $ 14,601,131 |
2022 | |
| 12,002,254 2,020,551 - 241,951 |
||
| 14,264,756 |
(ii) Disaggregation of revenue
| Primary geographical markets Taiwan Middle East Others Major products/services lines Fertilizers and other chemical products Lease Revenue from selling real estates Others |
For the year ended December 31, 2023 | For the year ended December 31, 2023 | For the year ended December 31, 2023 | For the year ended December 31, 2023 |
|---|---|---|---|---|
| Fertilizers and other chemical products $ 8,627,182 496,218 456,026 $ 9,579,426 $ 9,579,426 - - - $ 9,579,426 |
Real estate property and investment 4,738,842 - - 4,738,842 - 2,121,953 2,616,889 - 4,738,842 |
Others 282,863 - - 282,863 - - - 282,863 282,863 |
Total | |
| 13,648,887 496,218 456,026 |
||||
| 14,601,131 | ||||
| 9,579,426 2,121,953 2,616,889 282,863 |
||||
| 14,601,131 |
(Continued)
49
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
| Primary geographical markets Taiwan Middle East Others 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, 2022 Fertilizers and other chemical products Real estate property and investment Others Total $ 10,091,745 2,020,551 241,951 12,354,247 838,297 - - 838,297 1,072,212 - - 1,072,212 $ 12,002,254 2,020,551 241,951 14,264,756 $ 12,002,254 - - 12,002,254 - 2,020,551 - 2,020,551 - - 241,951 241,951 $ 12,002,254 2,020,551 241,951 14,264,756 December 31, 2023 December 31, 2022 January 1, 2021 $ 823,012 1,021,732 1,924,866 (209) (209) (209) $ 822,803 1,021,523 1,924,657 $ 105,684 173,110 139,704 |
For the year ended December 31, 2022 Fertilizers and other chemical products Real estate property and investment Others Total $ 10,091,745 2,020,551 241,951 12,354,247 838,297 - - 838,297 1,072,212 - - 1,072,212 $ 12,002,254 2,020,551 241,951 14,264,756 $ 12,002,254 - - 12,002,254 - 2,020,551 - 2,020,551 - - 241,951 241,951 $ 12,002,254 2,020,551 241,951 14,264,756 December 31, 2023 December 31, 2022 January 1, 2021 $ 823,012 1,021,732 1,924,866 (209) (209) (209) $ 822,803 1,021,523 1,924,657 $ 105,684 173,110 139,704 |
|---|---|---|
| $ $ $ $ |
||
For details on accounts receivable and allowance for impairment, please refer to note 6(d).
The amount of revenue recognized for the years ended December 31, 2023 and 2022 that was included in the contract liability balance at the beginning of the period were $169,362 and $132,494 thousand.
(q) Remuneration to employees, directors and supervisors
In accordance with the articles of incorporation the Company should contribute 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.
(Continued)
50
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
For the years ended December 31, 2023 and 2022, the Company estimated its employee remuneration amounting to $108,119 and $81,427 thousand, and directors’ remuneration amounting to $32,886 and $54,285 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 2023 and 2022. The numbers of shares to be distributed for 2023 and 2022 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.
Information on remuneration to employees and directors resolved by the Corporation’ s board of directors in 2023 and 2022 is available at the Market Observation Post System website of the Taiwan Stock Exchange.
(r) Non operating income and expenses
(i) Interest income
The details of interest income for the years ended December 31, 2023 and 2022 were as follows:
| follows: | ||
|---|---|---|
| Interest income - bank deposits Other interest income |
For the years ended December 31 | |
| 2023 $ 73,306 3,494 $ 76,800 |
2022 | |
| 29,425 1,730 |
||
| 31,155 |
(ii) Other income
The details of other income for the years ended December 31, 2023 and 2022 were as follows:
| Dividends Others |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2023 $ 78,655 44,206 $ 122,861 |
2022 | |
| 99,567 12,454 |
||
| 112,021 |
(Continued)
51
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(iii) Other gains and losses
The details of other gains and losses for the years ended December 31, 2023 and 2022 were as follows:
| Gain on disposal of property, plant and equipment Gain on disposal of investment properties Loss on disposal of investments Net foreign exchange gain Net gain on financial assets at fair value through profit or loss Impairment loss Compensation Others |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2023 $ 516 - (8,453) 74,300 970 (305,220) (100,034) (16,094) $ (354,015) |
2022 | |
| 103 62,997 - 79,622 1,317 - (17,708) (19,028) |
||
| 107,303 |
(iv) Finance costs
The details of finance costs for the years ended December 31, 2023 and 2022 were as follows:
| Bank interest expense Lease liabilities interest |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2023 $ - 1,925 $ 1,925 |
2022 | |
| 557 2,474 |
||
| 3,031 |
(s) 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(d).
Other financial assets at amortized cost includes other receivables, investments in government bonds, corporate bonds and time deposits
(Continued)
52
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
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, 2023 and 2022, please refer to note 6(d) and 6(e).
- (ii) Liquidity risk
The following are the contractual maturities of financial liabilities, excluding estimated interest payment and the impact of netting agreements.
| December 31, 2023 Non-derivative financial liabilities Noninterestbearing liabilities Lease liabilities December 31, 2022 Non-derivative financial liabilities Noninterestbearing liabilities Lease liabilities |
Carrying amount |
1-3 months 1,488,124 29,527 1,517,651 1,727,225 29,527 1,756,752 |
1-5 years 441,447 54,132 495,579 367,853 83,659 451,512 |
More than 5 years |
|---|---|---|---|---|
| $ 1,929,571 83,659 $ 2,013,230 $ 2,095,078 113,186 $ 2,208,264 |
- - |
|||
| - | ||||
| - - |
||||
| - |
The Company does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.
-
(iii) Currency risk
-
1) Exposure to foreign 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 :NTDNon-monetary items Investments accounted for using equity SAR :NTDUSD :NTD |
December 31, 2023 Foreign Currency Exchange Rate NTD $ 1,803 30.74 55,415 1,136,047 8.20 9,310,170 148 30.74 4,549 |
December 31, 2023 Foreign Currency Exchange Rate NTD $ 1,803 30.74 55,415 1,136,047 8.20 9,310,170 148 30.74 4,549 |
December 31, 2022 | December 31, 2022 |
|---|---|---|---|---|
| Foreign Currency $ 1,803 1,136,047 148 |
Exchange Rate 30.74 8.20 30.74 |
Foreign Currency 32,208 1,150,464 1,195 |
Exchange Rate NTD 30.71 989,043 8.19 9,420,043 30.71 36,698 |
|
(Continued)
53
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
| Financial liabilities Monetary items USD :NTD |
December 31, 2023 | December 31, 2023 | December 31, 2023 | December 31, 2022 Foreign Currency Exchange Rate NTD 20,770 30.71 637,805 |
December 31, 2022 Foreign Currency Exchange Rate NTD 20,770 30.71 637,805 |
|---|---|---|---|---|---|
| Foreign Currency 852 |
Exchange Rate 30.74 |
NTD | Exchange Rate NTD 30.71 637,805 |
||
| 26,186 | |||||
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, 2023 and 2022 would have increased or decreased the net income after tax by $2,339 and $28,099 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, 2023 and 2022, the foreign exchange losses, including both realized and unrealized, amounted to 74,300 and 79,622 thousand, respectively.
(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 net income after tax for the years ended December 31, 2023 and 2022 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 2023 2022 Comprehensive Income (Loss)(net of tax) Net Income (Loss) (net of tax) Comprehensive Income (Loss)(net of tax) Net Income (Loss) (net of tax) $ 164,287 3,201 156,811 3,200 $ (164,287) (3,201) (156,811) (3,200) |
For the years ended December 31 2023 2022 Comprehensive Income (Loss)(net of tax) Net Income (Loss) (net of tax) Comprehensive Income (Loss)(net of tax) Net Income (Loss) (net of tax) $ 164,287 3,201 156,811 3,200 $ (164,287) (3,201) (156,811) (3,200) |
|---|---|---|
| 2023 | ||
| Comprehensive Income (Loss)(net of tax) $ 164,287 $ (164,287) |
Net Income (Loss) (net of tax) |
|
| 3,201 |
(Continued)
54
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(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:
| 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 Subtotal 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 Subtotal Total Financial liabilities at amortized cost Notes and accounts payable Other payables Lease liabilities (including non-current) Deposits received Total |
December 31, 2023 | December 31, 2023 | December 31, 2023 | ||
|---|---|---|---|---|---|
| Book Value $ 80,025 $ 94,401 3,191,342 3,285,743 3,986,928 605,852 822,803 839,708 13,909 6,269,200 $ 9,634,968 $ 399,068 1,089,056 81,266 441,447 $ 2,010,837 |
Fair Value | ||||
| Level 1 80,025 94,401 - 94,401 - - - - - - 174,426 - - - - - |
Level 2 - - - - - - - - - - - - - - - - |
Level 3 - - 3,191,342 3,191,342 - - - - - - 3,191,342 - - - - - |
Total 80,025 |
||
| 94,401 3,191,342 |
|||||
| 3,285,743 | |||||
| - - - - - |
|||||
| - | |||||
| 3,365,768 | |||||
| - - - - |
|||||
| - |
(Continued)
55
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 Subtotal 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 Subtotal Total Financial liabilities at amortized cost Notes and accounts payable Other payables Lease liabilities (including non-current) Deposits received Total |
December 31, 2022 | December 31, 2022 | December 31, 2022 | ||
|---|---|---|---|---|---|
| Book Value $ 80,002 $ 95,464 3,040,760 3,136,224 2,303,245 273,364 1,021,523 1,415,765 24,100 5,037,997 $ 8,254,223 $ 897,383 829,842 108,868 367,853 $ 2,203,946 |
Fair Value | ||||
| Level 1 80,002 95,464 - 95,464 - - - - - - 175,466 - - - - - |
Level 2 - - - - - - - - - - - - - - - - |
Level 3 - - 3,040,760 3,040,760 - - - - - - 3,040,760 - - - - - |
Total 80,002 |
||
| 95,464 3,040,760 |
|||||
| 3,136,224 | |||||
| - - - - - |
|||||
| - | |||||
| 3,216,226 | |||||
| - - - - |
|||||
| - |
- 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
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 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.
(Continued)
56
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
-
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.
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 2023 and 2022.
- 5) Reconciliation of Level 3 fair values
| Reconciliation of Level 3 fair values | ||
|---|---|---|
| Fair value through other | ||
| comprehensive income | ||
| Unquoted equity instruments | ||
| Opening balance, January 1, 2023 | $ | 3,040,760 |
| Total gains and losses recognized: | ||
| In other comprehensive income | 199,332 | |
| Capital reduction by capital stock return | (48,750) | |
| Ending Balance, December 31, 2023 | $ | 3,191,342 |
| Opening balance, January 1, 2022 | $ | 3,439,803 |
| Total gains and losses recognized: | ||
| In other comprehensive income | (385,543) | |
| Capital reduction by capital stock return | (13,500) | |
| Ending Balance, December 31, 2022 | $ | 3,040,760 |
| (Continued) |
57
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
For the years ended December 31, 2023 and 2022, total gains and losses that were included in “unrealized gains and losses from financial assets at fair value through other comprehensive income” were as follows:
| Total gains and losses recognized: In other comprehensive income, and presented in “unrealized gains and losses from financial assets at fair value through other comprehensive income” |
For the years ended December 31 2023 2022 $ 199,332 (385,543) |
|---|---|
- 6) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement
The Company’s main financial instruments that use Level 3 inputs to measure fair value are “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, 2023 and December 31, 2022, were 2.70~5.00 and 1.53~4.86) ‧The multiplier of price-to-book ratio (As of December 31, 2023 and December 31, 2022, were 1.58 and 1.52) ‧The multiplier of price-to-earning ratio (As of December 31, 2023 and December 31, 2022, were 20.84 and 20.58) ‧Market illiquidity discount (As of December 31, 2023 and December 31, 2022, were both 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, 2023 Financial assets at fair value through other comprehensive income Equity investments without an active market December 31, 2022 Financial assets at fair value through other comprehensive income Equity investments without an active market |
Inputs Market illiquidity discount Market illiquidity discount |
Fluctuation in inputs ±1% ±1% |
Profit | or loss Unfavour -able - - |
Other comprehensive income Favour- able Unfavour -able 31,675 (31,667) 29,004 (28,997) |
|---|---|---|---|---|---|
| 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.
-
(t) 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 has established a credit granting policy. According to the policy, the Company must analyze its credit rating individually for each new customer before granting standard payment and shipping conditions and terms.
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, 2023 and 2022, 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
(u) 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 ratio 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, 2023 $ 26,490,988 (3,986,928) 22,504,060 54,739,702 $ 77,243,762 % 29.13 |
December 31, 2022 27,360,038 (2,303,245) 25,056,793 53,060,996 78,117,789 % 32.08 |
|---|---|---|
(v) 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, 2023 and 2022 , 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 Purchases of investment property Add: opening balances of equipment payables Deduction: closing balances of equipment payables |
For the years ended December 31 2023 2022 $ 353,147 221,796 76,163 71,652 (71,124) (76,163) $ 358,186 217,285 For the years ended December 31 2023 2022 $ 1,476,561 2,274,962 92,991 - (259,513) (92,991) $ 1,310,039 2,181,971 |
|---|---|
(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 |
|---|---|
| Al-Jubail 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 (Note 2) |
| 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. | 〃 |
| Minstry of Agriculture | 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.
-
Note 2: TAIFER (CAMBODIA) Co., Ltd. has filed for business suspension in Cambodia in June 2023, wherein the relevant legal procedures are still in process.
-
(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 |
|---|---|---|
| 2023 $ 22,423 |
2022 | |
| 99,482 |
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:
| Al-Jubail Fertilizer Company | For the years ended December 31 2023 2022 $ 496,218 950,977 |
For the years ended December 31 2023 2022 $ 496,218 950,977 |
|---|---|---|
| 2023 $ 496,218 |
||
| 950,977 |
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, 2023 $ 1,408 455 $ 1,863 |
December 31, 2022 |
|---|---|---|---|
| Account receivable Account receivable |
Subsidiaries Joint ventrue |
1,491 455 |
|
| 1,946 |
(iv) Payables from Related Parties
The payables from related parties were as follows:
| Account | Relationship | December 31, 2023 $ - 17,767 16,133 1,962 $ 35,862 |
December 31, 2022 |
|---|---|---|---|
| Account payable Account payable Other payable Guarantee deposit |
Al-Jubail Fertilizer Company Subsidiaries Subsidiaries Subsidiaries |
587,300 18,735 16,278 1,832 |
|
| 624,145 |
(v) Rent revenue
The Company leased its office building to its parent company in 2023 and 2022. The lease contract was based on the regional rent rate. For the years ended December 31, 2023 and 2022, the Company incurred the amounts of $13,576 and $13,082 thousand, respectively, resulting from its transaction with other related parties.
(vi) Outsourcing
The Company outsourced its subsidiary, PEIFENG Technology & Fertilizer Co., Ltd., to process fertilizer at an amount of $199,993 and $244,150 thousand in 2023 and 2022, respectively, which were recognized as operating cost.
(Continued)
64
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(vii) 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.
| Due Date March 27, 2014 April 26, 2015 March 27, 2016 |
Date of Repayment Amount in USD Amount in NTD June 27, 2014 $ 4,570 144,641 April 24, 2015 3,300 102,610 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 verdict of the third instance and the second instance was pronounced annulled in August 2021 and the appeal was sent back to the Taiwan High Court for retrial. The Taiwan High Court rendered its first-instance judgment on April 18, 2023, in the case involving Mr. Zhao. The appeals filed by Mr. Zhao and the subsidiary company were both rejected. Following the receipt of the judgment, the Company will consult with its appointed lawyer to discuss the possibility of further appeal. The case is still in progress and pending for review by the Supreme Court as of the date of the annual report.
(Continued)
65
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(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 |
|---|---|---|
| 2023 $ 61,511 18,000 $ 79,511 |
2022 | |
| 78,471 812 |
||
| 79,283 |
(8) Pledged assets:
The information on pledged assets carrying value as follows:
| Asset | Purpose of pledge | December 31, 2023 $ 603,572 |
December 31, 2022 272,572 |
|---|---|---|---|
| Other financial asset non-current | Guarantee of material purchase amount, security in ligitation and engineering deposit |
(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, 2023 $ 79,110 $ 3,700,889 December 31, 2023 $ 628 as follow: December 31, 2023 $ 8,215,540 |
December 31, 2022 |
|---|---|---|
| 137,287 | ||
| 1,724,201 | ||
| December 31, 2022 |
||
| 8,294 | ||
| December 31, 2022 |
||
| 8,215,540 |
(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 above properties were ordered to be enforced and restricted in use by the District Court, 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. A lawyer was appointed to carry out the legal proceedings of the re-protest and litigation. Regarding the litigation of this case, including 6 floors and 50 parking lots, the first instance ruled that the Company should deliver 50 parking lots, and dismissed the rest of the litigation of Dung Jeng. The Company will continue to appeal to the court of the second instance. The High Court, upon further review, revoked the interim injunction that allowed the Company to provide collateral. The Company has already completed the deposit, totaling $265 million (classified as other non-current financial assets). Following the revocation of the interim injunction by the local court, the restricted area is now available for external leasing. In the first instance ruling, it was determined that the Company shall deliver the proceeds of another 799 parking lots in the basement to Dung Jeng. On February 6, 2024, the Taiwan High Court rejected the Company’s appeal, resulting in the Company to incur an estimated compensation loss of $100 million in 2023. Hence, the Company will consider filing an appeal to the Supreme Court. The Taipei District Court ruled that the Group is allowed to revoke the interim injunction after providing collateral. The Company has completed the deposit, totaling $66 million (classified as other non-current financial assets). Furthermore, the interim injunction has been revoked by the local court. However, Dung Jeng filed an appeal, and the original ruling made by the Taiwan High Court had been remanded to the Taipei District Court for reconsideration. Thereafter, the Taipei District Court ruled that the Company may lift the provisional seizure by providing a guarantee of approximately NT$26 million. As of the date of the annual report, the relevant legal procedures are still ongoing.
-
(c) Caesar Park Hotel Co., Ltd. (Caesar Park Hotel) won the bid on the case of the “C2 Tourist Hotel Project” in 2012. Thereafter, it entered into a front-end agreement (FEA) with the Company. However, as the Group’s internal development strategy has changed, and an adjustment was made to the performance bond, in which the two parties failed to reach an agreement, resulting in Caesar Park Hotel to send a letter to the Company in June 2023 to terminate their contract, and thereafter, filed a lawsuit against the Company to the Taipei District Court, demanding for a damage compensation. The Company has appointed lawyers to handle the case, which was still in progress as of the reporting date. The Company assessed that currently there is no significant impact on its finances or operations.
(10) Losses Due to Major Disasters:None
(11) Subsequent Events:None
(Continued)
67
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
(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 | For the years ended December 31 | |
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Operating Cost |
Operating expense |
Total | Operating Cost |
Operating expense |
Total | |
| Employee benefit Salary Health and labor insurance Pension Remuneration of directors Others Depreciation Amortization |
539,293 37,943 21,678 - 23,523 1,052,002 - |
489,534 24,195 13,315 46,374 18,775 47,552 3,518 |
1,028,827 62,138 34,993 46,374 42,298 1,099,554 3,518 |
433,675 37,110 21,257 - 30,673 962,783 - |
483,525 23,962 13,353 66,753 14,916 49,840 4,974 |
917,200 61,072 34,610 66,753 45,589 1,012,623 4,974 |
-
(i) The depreciation of non-operating income and expenses of the Company in 2023 and 2022 were $16,027 and $16,690 thousand, respectively.
-
(ii) The Company for the years ended December 31, 2023 and 2022 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 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.
(Continued)
68
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
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. 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, the professional skills required, and with no gender difference. 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)
69
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: | 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: | 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 Construction Co., Ltd |
Long term receivable |
No | 9,865 | 9,269 | 9,071 | 1.845%~2. 595% |
1 | 79,500 | - |
- | Commercial paper |
15,890 | 2,736,985 | 10,947,940 |
| 0 | Taiwan Fertilizer Co., Ltd. (the “Company”) |
OO Lin |
Long term receivable |
No | 10,573 | 9,934 | 9,721 | 1.845%~2. 595% |
1 | 85,300 | - |
- | Commercial paper |
17,030 | 2,736,985 | 10,947,940 |
| 0 | Taiwan Fertilizer Co., Ltd. (the “Company”) |
○○ Liao |
Long term receivable |
No | 10,281 | 9,660 | 9,453 | 1.845%~2. 595% |
1 | 83,120 | - |
- | Commercial paper |
16,560 | 2,736,985 | 10,947,940 |
| 0 | Taiwan Fertilizer Co., Ltd. (the “Company”) |
○ Tan |
Long term receivable |
No | 35,627 | 33,571 | 32,885 | 1.845%~2. 595% |
1 | 78,360 | - |
- | Commercial paper |
54,810 | 2,736,985 | 10,947,940 |
| 0 | Taiwan Fertilizer Co., Ltd. (the “Company”) |
○○ Huang |
Long term receivable |
No | 3,722 | 2,567 | 2,182 | 1.645%~2. 395% |
1 | 77,000 | - |
- | Commercial paper |
15,400 | 2,736,985 | 10,947,940 |
| 0 | Taiwan Fertilizer Co., Ltd. (the “Company”) |
OO Chuang |
Long term receivable |
No | 3,840 | 2,648 | 2,251 | 1.645%~2. 395% |
1 | 79,500 | - |
- | Commercial paper |
15,890 | 2,736,985 | 10,947,940 |
Note 1: (1) The total amount available for lending purpose shall not exceed 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 construction 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 | (In Thousands | of New Taiwan Dollars) | of New Taiwan Dollars) | of New Taiwan Dollars) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. | Name of guarantor |
Counter-party of guarantee and endorsement |
Limitation on amount of guarantees and endorsements for a specific enterprise (Note 2) |
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 partie on behalf of parent company |
Endorsements/ guarantees to s third parties on behalf of companies in Mainland China |
|
| Name | Relationship with the Company (Note 1) |
||||||||||||
| 0 F ( “ |
Taiwan ertilizer Co., Ltd. the Company”) |
Taifer Chemicals International Inc. |
2 | 14,044 | 13,500 | 13,500 | 13,500 | - | % 0.02 |
27,369,851 | Y | N | N |
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 .
(Continued)
70
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
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, 2023 (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 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares/Units (thousands) |
Carrying value |
Percentage of ownership (%) |
Fair value | |||||
| Taiwan Fertilizer Co., Ltd. (the Company) |
Mutual funds Mega Diamond Money Market Fund Capital Money Market Fund Deutsche Far Eastern DWS Taiwan Money Market Fund Jih Sun Money Market Fund Prudential Financial Money Market Fund FSITC Money Market Fund Taishin 1699 Money Market Fund Hua Nan Phoenix 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. Green Cellulosity Corporation 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 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 |
776 603 832 656 615 636 717 598 675 7,800 30,000 23,165 3,147 1,667 168 1,500 125 4,167 9,662 |
10,003 10,003 10,003 10,003 10,003 10,004 10,003 10,003 6,568 52,182 207,000 2,871,974 30,684 22,934 - - - - 94,401 |
% - % - % - % - % - % - % - % - % 10.00 % 18.50 % 16.56 % 2.00 % 10.43 % 16.67 % 19.75 % 6.71 % 0.17 % 15.16 % 0.26 |
10,003 10,003 10,003 10,003 10,003 10,004 10,003 10,003 6,568 52,182 207,000 2,871,974 30,684 22,934 - - - - 94,401 |
Note 1 Note 1 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 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.
-
(iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock:None
-
(v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock:None
-
(vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock:
(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 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| aiwan ertilizer o., Ltd. |
Property for Sale |
5 May, 2023 | 20 April, 1953 and 18 May, 1988 |
247,653 | 2,616,889 | 2,616,889 | 2,369,236 | DA-LI DEVELOPMENT CO., LTD. |
Non-related party |
Asset revitalization |
Valuation report |
(Continued)
71
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
- (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. |
Al-Jubail Fertilizer Company |
Equity-method investee |
Purchase | 496,218 | 7.39% | Same as those for third parties |
Determined under the considerations of international market price and production cost |
30 days | - | -% | - |
(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. |
Joint Venture | 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, 2023 (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 a | s of December 31, 2023 | s of December 31, 2023 | Net income (losses) of investee |
Share of profits/losses of investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | December 31, 2022 | Shares (thousands) |
Percentage of ownership |
Carrying value |
|||||||
| Taiwan Fertilizer Co., Ltd. 〃〃〃〃〃〃TAIFER (CAYMAN) INTERNATIONAL GROUP CO., LTD. Taiwan Yes Deep Ocean Water 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. TAIFER (CAMBODIA) CO., LTD TR ELECTRONIC CHEMICAL CO., LTD. TAIFER INTERNATIONAL (SAMOA) GROUP CO.,LTD. |
Kingdom of Saudi Arabia Taiwan Taiwan Taiwan Cayman Islands Taiwan Cambodia Cayman Islands Samoa |
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 Wholesale and retail of products for organic agriculture International trade; wholesale of fertilizer Investment and holding Investment and holding |
3,050,000 (2,160) (Note 1) 1,352,695 2,400,000 321,900 105,580 9,242 321,962 42,618 |
3,050,000 126,300 1,224,235 2,400,000 321,900 80,000 40,052 321,962 (Note 2) |
7 739 38,609 240,000 - 5,591 - - - |
% 50.00 % 100.00 % 100.00 % 100.00 % 100.00 % 32.52 % 100.00 % 51.00 % 100.00 |
9,310,170 23,109 381,988 2,528,355 - 60,907 4,557 - 71,762 |
3,741,949 1,747 10,029 102,235 - 11,701 (1,460) - 2,773 |
1,731,262 2,027 10,838 102,235 - 4,281 (1,460) - 〃 |
Associate Subsidiary Subsidiary Subsidiary Subsidiary Associate Subsidiary Joint Venture Subsidiary |
(Continued)
72
TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements
| Name of investor | Name of investee | Location | Main businesses and products |
Original inve | stment amount | Balance a | s of December 31, 2023 | s of December 31, 2023 | Net income (losses) of investee |
Share of profits/losses of investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | December 31, 2022 | Shares (thousands) |
Percentage of ownership |
Carrying value |
|||||||
| TAIFER INTERNATIONAL (SAMOA) GROUP CO.,LTD. |
TAIFER CHEMICAL INTERNATIONAL CO.,LTD. |
Mongolia | Real estate rental lease | 41,077 | 41,077 | - | % 100.00 |
70,601 | 2,734 | 〃 |
Subsidiary |
Note 1: The original investment amount of the Company’s subsidiary, TAIFER CHEMICALS INTERNATIONAL INC turned negative due to the reduction of capital and the cancellation of shares on June 1, 2023.
Note 2: On May 23, 2023, with the approval of the board of directors of both subsidiary companies (acting as shareholders' meetings), the subsidiary company, Taifer Chemicals International Inc., will transfer 100% of the equity of TAIFER INTERNATIONAL (SAMOA) GROUP CO., LTD., held by Taifer Chemicals International Inc., to another subsidiary company, Taiwan Yes Deep Ocean Water Co, Ltd. Taiwan Yes Deep Ocean Water Co, Ltd. will issue new shares to acquire the equity, and simultaneously, Taifer Chemicals International Inc. will reduce its capital in exchange for all the new shares of Taiwan Yes Deep Ocean Water Co, Ltd. which will then be transferred to the sole shareholder of Taifer Chemicals International Inc. (i.e., Taiwan Fertilizer Corporation). Both parties have set June 1, 2023 as the acquisition and capital reduction reference date, and the aforementioned statutory registration procedures have been completed.
(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, 2022 |
Investme | nt flows | Accumulated outflow of investment from Taiwan as of December 31, 2023 |
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$660,803) (Note 4) |
(note 3) | USD$ - (NT$ - (Note 4) |
) - |
- | USD$ - (NT$ - ) (Note 1) |
USD$ - (NT$ - ) (Note 1) |
-% |
USD$ - (NT$ - ) (Note 5) |
USD$ - (NT$ - ) (Note5) |
- |
(ii) Limitation on investment in Mainland China:
| Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|
| NT$ - (US$ - ) (note 1) |
NT$ 337,009 (US$ 10,965 ) (note 4) |
NT$32,843,821 (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$337,009 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$30.735 as of December 31, 2023.
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 |
| Ministry of Agriculture | 235,886,376 | % 24.07 |
(14) Segment information:
Please refer to the consolidated financial report for the year ended December 31, 2023.
73
TAIWAN FERTILIZER CO., LTD.
Statement of cash and cash equivalents
December 31, 2023
(Expressed in thousands of New Taiwan Dollars)
Please refers to note 6(a).
Statement of trade receivables
| Vendor name Non-related parties HSIN TAI CHEMICAL CO., LTD Hongcheng Biotechnology Co., Ltd. Other(Note) |
Description Account $ 92,279 44,015 608,678 $ 744,972 |
|---|---|
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, 2023
(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 $ 2,280 Current $ 603,572 Non-current |
|---|---|---|
75
TAIWAN FERTILIZER CO., LTD.
Statement of changes in investments accounted for using the equity method
For the year ended December 31, 2023
(Expressed in thousands of New Taiwan Dollars)
| Name of investee Al-Jubail Fertilizer Company TAIFER (CAYMAN) INTERNATIONAL GROUP CO., LTD. Taifer Chemicals International Inc. MITAGRI CO., LTD. Taiwan Agricultural Investment and Development Co., Ltd. Taiwan Yes Deep Ocean Water Co., Ltd. TAIFER (CAMBODIA) CO., LTD. PEIFENG Technology & Fertilizer Co., Ltd. |
Beginning | Balance Amount $ 9,420,043 - 91,154 31,047 34,033 300,347 36,698 2,571,722 $ 12,485,044 |
Addition | Amount - - - 25,579 - 69,570 - - 95,149 |
Decrease | Amount - - 69,569 - 25,580 - 30,810 - 125,959 |
Tax prepayment for shareholders |
Adjustment of measured by using the equity method (Note 1) |
Ending Balance | Ending Balance | Amount 9,310,170 - 23,109 60,907 - 381,988 4,556 2,528,354 12,309,084 |
Market Net Asse |
Value or ts Value Total amount Collateral 8,662,425 None - 〃28,087 〃60,907 〃- 〃291,502 〃4,556 〃2,528,354 〃 |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares (in thousand) |
Shares (in thousand) - - - 2,617 - 12,846 - - |
Shares (in thousand) (Note 2) - 1 4,761 - 3,543 - - - |
Shares (in thousand) 7 - 739 5,591 - 38,609 - 240,000 |
Percentage of ownership % 50.00 % 100.00 % 100.00 % 32.52 % - % 100.00 % 100.00 % 100.00 |
Unit price - - - - - - - - |
||||||||||
| 7 1 5,500 2,974 3,543 25,763 - 240,000 |
876,578 - - - - - - - |
(986,451) - 1,524 4,281 (8,453) 12,071 (1,332) (43,368) (1,021,728) |
|||||||||||||
| 876,578 |
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 |
Account $ 1,849,182 (2,888,723) 34,863 (17,050) $ (1,021,728) |
|---|---|
76
TAIWAN FERTILIZER CO., LTD.
Statement of changes in property, plant and equipment
For the year ended December 31, 2023
(Expressed in thousands of New Taiwan Dollars)
Please refers to note 6(h).
Statement of changes in accumulated depreciation of property, plant and equipment
Please refers to note 6(h).
Statement of changes in investment property
Please refers to note 6(j).
77
TAIWAN FERTILIZER CO., LTD.
Statement of changes in accumulated depreciation of
investment property
For the year ended December 31, 2023
(Expressed in thousands of New Taiwan Dollars)
Please refers to note 6(j).
Statement of operating revenue
| Item Fertilizer Chemical products Urea Electronic chemicals products Other Sales Revenue Less :sales return, sales discounts andallowances Net sales revenue Revenue from selling real estates Rental income Other |
Description Account $ 5,145,837 3,556,791 496,218 431,130 7,930 9,637,906 (58,480) 9,579,426 2,616,889 2,121,953 282,863 $ 14,601,131 |
|---|---|
78
TAIWAN FERTILIZER CO., LTD.
Statement of operating costs
December 31, 2023
(Expressed in thousands of New Taiwan Dollars)
| Item Raw material Raw material, January 1 Add :PurchasesLess :Raw material, December 31Direct 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 Cost of selling real estates Lease cost Other operating cost |
Description | Account Note $ 1,665,359 6,264,767 (1,616,660) 6,313,466 181,689 2,097,591 8,592,746 1,016,576 54,108 (713,785) (11,088) 8,938,557 14 391,413 (14) 9,329,970 247,653 950,419 168,001 $ 10,696,043 |
|---|---|---|
79
TAIWAN FERTILIZER CO., LTD.
Statement of selling expenses
For the year ended December 31, 2023
(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 Other Total |
Sales $ 54,485 544 385 1,700 79,102 503 116 46,104 290 3,474 3,789 5 948 2,399 - 573 19,072 8 3,038 11,591 2,257 1,671 5,825 $ 237,879 |
Administration 460,867 1,219 1,848 2,862 - 3,174 9,402 1,262 17,814 23,676 8,824 29,577 232,892 40,422 3,405 18,085 - 48,633 1,639 - 34 11,039 73,798 990,472 |
Research and development 20,556 - 91 273 - 119 1,410 38 612 1,422 65 - 187 4,731 113 117 - - 98 - - 605 14,425 44,862 |
Total | |
|---|---|---|---|---|---|
| 535,908 1,763 2,324 4,835 79,102 3,796 10,928 47,404 18,716 28,572 12,678 29,582 234,027 47,552 3,518 18,775 19,072 48,641 4,775 11,591 2,291 13,315 94,048 |
|||||
| 1,273,213 |