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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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1

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.

2

Table of contents

Contents
1. Cover Page
2. Table of Contents
3. Independent Auditors’ Report
4. Balance Sheets
5. Statements of Comprehensive Income
6. Statements of Changes in Equity
7. Statements of Cash Flows
8. Notes to Financial Statements
(1)
Company history
(2)
Approval date and procedures of the financial statements
(3)
New standards, amendments and interpretations adopted
(4)
Summary of 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
Page
1
2
3
4
5
6
7
8
8
89
926
2627
2761
6265
65
6566
66
66
6768
6971
7172
72
72
72
7379

3

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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.

3-1

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.

3-2

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the 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:

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

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.

3-3

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.

4

(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.

5

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

TAIWAN FERTILIZER CO., LTD.

Statements of Comprehensive Income

For the years ended December 31, 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

See accompanying notes to parent company only financial statements.

6

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

TAIWAN FERTILIZER CO., LTD.

Statements of Changes in Equity

For the years ended December 31, 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
Exchange
differences on
translation of
foreign
financial
statements
Unrealized
gains
(losses) on
financial assets
measured at
fair value
through other
comprehensive
income
Ordinary
shares
Legal reserve Special
reserve
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.

7

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

TAIWAN FERTILIZER CO., LTD.

Statements of Cash Flows

For the years ended December 31, 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:

  • ●Amendments to IAS 1 “Disclosure of Accounting Policies”

  • ●Amendments to IAS 8 “Definition of Accounting Estimates”

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

The Company has initially adopted the new amendment, which do not have a significant impact on its financial statements, from May 23, 2023:

  • ●Amendments to IAS 12 “International Tax Reform—Pillar Two Model Rules”

  • (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:

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

  • ●Amendments to IAS 1 “Non-current Liabilities with Covenants”

  • ●Amendments to IAS 7 and IFRS 7 “Supplier Finance Arrangements”

  • ●Amendments to IFRS 16 “Lease Liability in a Sale and Leaseback”

(Continued)

9

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

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

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

  • ●Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”

  • ●IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”

  • ●Amendments to IFRS 17 “Initial Application of IFRS 17 and IFRS 9 – Comparative Information”

  • ●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”).

  • (b) Basis of preparation

  • (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:

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

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

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

  • (ii) Functional and presentation currency

The functional currency is determined based on the primary economic environment in which the entities operate. The financial statements are presented in New Taiwan Dollar, which is the Company’s functional currency. All financial information presented in New Taiwan Dollar has been rounded to the nearest thousand.

(Continued)

10

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(c) Foreign currency

  • (i) Foreign currency transaction

Transactions in foreign currencies are translated into the respective functional currencies of Company entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Nonmonetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

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

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

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

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

  • (ii) Foreign operations

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

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

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

(Continued)

11

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

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

An asset is classified as current when:

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

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

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

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

All other assets are classified as non-current.

A liability is classified as current when:

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

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

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

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

All other liabilities are classified as non-current.

(e) Cash and cash equivalents

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

(f) Financial instruments

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

(Continued)

12

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

(i) Financial assets

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

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

  • 1) Financial assets measured at amortized cost

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

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

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

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

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

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

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

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

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

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

(Continued)

13

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

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

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

3) Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets and accounts receivable (except for those presented as accounts receivable but measured at FVTPL). On initial recognition, the Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

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

  • 4) Impairment of financial assets

The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, amortized costs, notes and trade receivables, other receivable, leases receivable, guarantee deposit paid and other financial assets), debt investments measured at FVOCI and contract assets.

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

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

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

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

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

The Company considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of ‘ investment grade which is considered to be BBB- or higher per Standard & Poor’s, Baa3 or higher per Moody’s or twA or higher per Taiwan Ratings’.

(Continued)

14

TAIWAN FERTILIZER CO., LTD. Notes to Financial Statements

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

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

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

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

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

‧significant financial difficulty of the borrower or issuer;

  • ‧a breach of contract such as a default or being more than 180 days past due;

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

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

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

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is charge to profit or loss and is recognized in other comprehensive income instead of reducing the carrying amount of the asset.

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For 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
360years
340years
315years
315years
Useful lives
Item
Useful lives
Machine:
315 years
Production equipment
315 years
1660 years
Storage tanks, power
transmission systems, etc.
1640 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
C6C7C8C9
C2
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 from
changes in financial assumption
Experience adjustment
Benefits 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
USDNTD
Non-monetary items
Investments accounted for using
equity
SARNTD
USDNTD
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
USDNTD
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
Lesssales return, sales discounts and
allowances
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
AddPurchases
LessRaw material, December 31
Direct raw material
Direct labor
Manufacturing overhead
Cost of manufacturing
Add:Work in process, January 1
Purchases
Less:Work in process, December 31
Transferred(includes amount
Transferred to selling expense
and sample fee)
Cost of finished goods
Add: Finished goods, January 1
Purchases
Less:Finished goods, December 31
Cost of goods sold
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