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TST Group — Audit Report / Information 2021
Nov 10, 2021
52395_rns_2021-11-10_ec748c5d-e061-4258-beb1-7bac470c10aa.pdf
Audit Report / Information
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TST GROUP HOLDING LTD. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS’ REPORT DECEMBER 31, 2021 AND 2020
For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.
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TST GROUP HOLDING LTD.
DECEMBER 31, 2021 AND 2020 CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT TABLE OF CONTENTS
Contents Page
| 1. | Cover Page | 1 |
|---|---|---|
| 2. | Table of Contents | 2 ~ 3 |
| 3. | Independent Auditors’ Report | 4 ~ 9 |
| 4. | Consolidated Balance Sheets | 10 ~ 11 |
| 5. | Consolidated Statements of Comprehensive Income | 12 |
| 6. | Consolidated Statements of Changes in Equity | 13 |
| 7. | Consolidated Statements of Cash Flows | 14 |
| 8. | Notes to the Consolidated Financial Statements | 15 ~ 56 |
| (1) History and Organization |
15 | |
| (2) Date of Authorisation for Issuance of the Financial Statements and |
15 | |
| Procedures for Authorisation | ||
| (3) Application of New Standards, Amendments and Interpretations |
15 ~ 16 | |
| (4) Summary of Significant Accounting Policies |
16 ~ 27 | |
| (5) Critical Accounting Judgements, Estimates and Key Sources of |
27 | |
| Assumption Uncertainty | ||
| (6) Details of Significant Accounts |
27 ~ 43 |
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Contents Page
| (7) | Related Party Transactions | 44 ~ 46 |
|---|---|---|
| (8) | Pledged Assets | 46 |
| (9) | Significant Contingent Liabilities and Unrecognised Contract | 46 |
| Commitments | ||
| (10) | Significant Disaster Loss | 47 |
| (11) | Significant Events after the Balance Sheet Date | 47 |
| (12) | Others | 47 ~ 53 |
| (13) | Supplementary Disclosures | 53 |
| (14) | Segment Information | 53 ~ 56 |
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INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
PWCR21000162 To the Board of Directors and Stockholders of TST Group Holding Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of TST Group Holding Ltd. and subsidiaries (the “Group”) as at December 31, 2021 and 2020, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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Key audit matters
Key audit matters are those matters that, in our professional judgment, were of the most significance in our audit of the Group’s 2021 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group’s 2021 consolidated financial statements are stated as follows:
Timing of revenue recognition
Description
Refer to Note 4(25) for a description of accounting policy on revenue recognition and Note 6(16) for details of revenue. The Group’s major products are raw materials such as greige and coloured fabrics for the midstream and upstream of textile industry. The Group recognises revenue when the control of promised goods is transferred to the buyers. 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 goods in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied. As the timing of revenue recognition involves management’s judgement and the transaction amounts before and after the balance sheet date are significant to the financial statements, the timing of sales revenue recognition was identified as a key audit matter.
How our audit addressed the matter
We performed the following procedures in relation to the above key audit matter:
-
Obtained an understanding and evaluated the operating procedures and internal controls over sales revenue, and tested those controls.
-
Performed confirmation of accounts receivable and sales revenue in order to confirm that the amounts from counterparties are consistent with the records. If there are differences, tested the reconciling items made by the Company in order to confirm whether the significant differences have been adjusted.
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-
Inspected sales revenue and verified supporting documents to ensure the timing of sales revenue recognition is appropriate.
-
Performed cut-off test of sales transactions around the fiscal year-end date and verified corroboration of sales revenue recognition to confirm whether revenue is recognised in the proper period.
Allowance for inventory valuation losses
Description
Refer to Note 4(11) for a description of the accounting policy on inventory valuation, Note 5(2) for accounting estimates and assumption uncertainty in relation to inventory valuation, and Note 6(5) for information on the allowance for inventory valuation losses. As of December 31, 2021, the balances of inventories and allowance for inventory valuation losses were NT$1,589,837 thousand and NT$31,886 thousand, respectively.
The Group is primarily engaged in the manufacturing and sales of cotton fabric in the textile industry. As the raw material prices of textile products fluctuate continuously and the market is highly competitive, there is a higher risk of incurring inventory valuation losses or having obsolete inventory. The Group’s inventory is stated at the lower of cost or net realisable value. For inventory that is over a certain age, the loss is recognised based on the net realisable value.
The industry’s raw material prices fluctuate continuously, and the net realisable value involves subjective judgement which results in a high degree of uncertainty when assessing obsolete or slow-moving inventories. As the inventory and allowance for inventory valuation losses are material to the financial statements, the assessment of allowance for inventory valuation losses was identified as a key audit matter.
How our audit addressed the matter
We performed the following procedures in relation to the above key audit matters:
- Assessed whether the policies on allowance for inventory valuation losses were consistently applied in all the periods and met the applicable accounting principles based on our understanding of the Group’s operations and the characteristics of its industry.
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-
Reviewed the details of the individually obsolete inventories, checked the related supporting documents and verified with the data obtained from observing the annual physical count of inventory.
-
Inspected and tested the preparation logic and the basis of market value used in the net realisable value report and validated the accuracy of net realisable calculation of selected samples.
Responsibilities of management and those charged with governance for the financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
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As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Juanlu, Man-Yu[Lin, Ya-Hui ]
For and on behalf of PricewaterhouseCoopers, Taiwan March 21, 2022
------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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TST GROUP HOLDING LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(3) 6(3) 6(4) 6(5) 6(1) and 8 6(6) 6(7) 6(23) 6(8) |
December 31, 2021 AMOUNT % $740,50415202,08541,103,86823112,11731,557,9513250,70813,767,23378776,27616269,1275510-8,215-36,17311,090,30122$4,857,534100 |
December 31, 2020 | December 31, 2020 |
|---|---|---|---|---|
AMOUNT$740,504202,0851,103,868112,1171,557,95150,7083,767,233776,276269,1275108,21536,1731,090,301$4,857,534 |
AMOUNT$1,250,55140,914764,99447,909787,63246,8422,938,842803,28980,652181-192,8311,076,953$4,015,795 |
% | ||
| Current assets 1100 Cash and cash equivalents 1150 Notes receivable, net 1170 Accounts receivable, net 1200 Other receivables 130X Inventory 1470 Other current assets 11XX Total current assets Non-current assets 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
311191201 |
|||
73 |
||||
202--5 |
||||
27 |
||||
100 |
(Continued)
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TST GROUP HOLDING LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December 31, 2021 December 31, 2020 Notes AMOUNT % AMOUNT % 6(9) $216,8814$44,4751487,37210255,51061,159,04424877,625227 125,6113--6(10) 223,2875246,64967 1,018-908-44,623143,305119,366-17,22316(11) 245-7,372-6(16) 7,444-1,335-2,284,891471,494,402376(11) 61-315-6(23) 14,304-40,468163,794266,1322426-439-78,5852107,35432,363,476491,601,756406(13) 315,0006315,00086(14) 1,614,016331,614,016406(15) 193,4194122,9463638,18813576,29814(245,763) (5) (193,419) (5 )6(13) (20,802)- (20,802)-2,494,058512,414,039609 11 $4,857,534100$4,015,795100 |
|---|---|
| Liabilities Current liabilities 2100 Short-term borrowings 2150 Notes payable 2170 Accounts payable 2180 Accounts payable to related parties 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2280 Current lease liabilities 2320 Long-term liabilities, current portion 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Non-current lease liabilities 2600 Net defined benefit liability - non- current 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Common stock Capital surplus 3200 Capital surplus Retained earnings 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3500 Treasury shares 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments Significant event after the balance sheet date 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these consolidated financial statements.
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TST GROUP HOLDING LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)
| Items | Year ended December 31 2021 2020 Notes AMOUNT % AMOUNT % 6(16) $7,418,374100$5,389,1941006(5)(21)(22) and 7 (6,334,152) (85) (4,219,740) (78)1,084,222151,169,454226(12)(21)(22) (184,933) (2) (140,437) (3)(488,947) (7) (452,792) (9)(11,074)- (15,653)-8,773- (5,535)-(676,181) (9) (614,417) (12)408,0416555,037106(17) 7,039-10,226-6(18) 18,094-16,124-6(19) (14,435)- (36,522)-6(20) (6,098)- (7,332)-4,600- (17,504)-412,6416537,533106(23) (76,509) (1) (121,493) (2)$336,1325$416,0408($52,344) (1) ($70,473) (2)(52,344) (1) (70,473) (2)$283,7884$345,5676$336,1325$416,0408$283,7884$345,56766(24) $10.72$13.25$10.71$13.23 |
|---|---|
| 4000 Sales revenue 5000 Operating costs 5950 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Impairment gain and reversal of impairment loss (impairment loss) determined in accordance with IFRS 9 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Other comprehensive income Components of other comprehensive income that will be reclassified to profit or loss 8361 Exchange differences on translation 8360 Other comprehensive loss that will be reclassified to profit or loss 8500 Total comprehensive income for the year Profit attributable to: 8610 Owners of the parent Comprehensive income attributable to: 8710 Owners of the parent Earnings per share 9750 Basic earnings per share 9850 Diluted earnings per share |
The accompanying notes are an integral part of these consolidated financial statements.
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TST GROUP HOLDING LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| 2020 Balance at January 1, 2020 Profit Other comprehensive loss Total comprehensive income (loss) Appropriations of earnings Special reserve Cash dividends Purchase of tresury shares Balance at December 31, 2020 2021 Balance at January 1, 2021 Profit Other comprehensive loss Total comprehensive income (loss) Appropriations of earnings Special reserve Cash dividends Balance at December 31, 2021 |
Notes | Equity attributable to owners of the parent | Equity attributable to owners of the parent | Equity attributable to owners of the parent | Equity attributable to owners of the parent | Equity attributable to owners of the parent | Equity attributable to owners of the parent | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital - common stock |
Capital surplus, additional paid- in capital |
Retained | Earnings | Other Equity Interest | ||||||||
| Special reserve | Unappropriated retained earnings |
Financial statements translation differences of foreign operations |
Treasury shares | |||||||||
| 6(15) 6(13) 6(15) |
$315,000------$315,000$315,000-----$315,000 |
$ 1,614,016 - - - - - - $ 1,614,016 $ 1,614,016 - - - - - $ 1,614,016 |
$43,510---79,436--$122,946$122,946---70,473-$193,419 |
$491,694416,040-416,040(79,436)(252,000)-$576,298$576,298336,132-336,132(70,473)(203,769)$638,188 |
($122,946 ) -(70,473 ) (70,473 ) ---($193,419 ) ($193,419 ) -(52,344 ) (52,344 ) --($245,763 ) |
$------(20,802)($20,802)($20,802)-----($20,802) |
$ 2,341,274416,040(70,473 )345,567-(252,000 )(20,802 )$ 2,414,039$ 2,414,039336,132(52,344 )283,788-(203,769 )$ 2,494,058 |
The accompanying notes are an integral part of these consolidated financial statements.
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TST GROUP HOLDING LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation Amortization Expected credit (gain) loss Gain on rent concessions Loss on disposal of property, plant and equipment Impairment loss on property, plant and equipment Interest income Interest expense Changes in operating assets and liabilities Changes in operating assets Notes receivable, net Accounts receivable, net Other receivables Inventory Other current assets Changes in operating liabilities Notes payable Accounts payable to related parties Accounts payable Other payables to related parties Other payables Other current liabilities Cash (outflow) inflow generated from operations Interest received Interest paid Income taxes paid Net cash flows (used in) from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Decrease in other current assets Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Acquisition of intangible assets Acquisition of right-of-use assets (Increase) decrease in other non-current assets Increase in prepayment for land use right Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term loans Repayments of long-term debt Decrease in guarantee deposits received Payments of lease liabilities Cash dividends paid Payment to acquire treasury shares Net cash flows used in financing activities Effect of foreign exchange translations Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Year ended December 31 Notes 2021 2020 $412,641 $537,5336(21) 131,044132,7106(21) 7069(8,773 )5,5356(7) - (2,372 )6(19) 7211,8786(19) -19,1146(17) (7,039 ) (10,226 )6(20) 6,0987,332(161,171 ) (24,147 )(330,101 )103,711(64,208 )6,793(770,319 )66,398(4,700 )3,565231,862125,3077 125,611-281,419 (38,832 )110228(23,414 )25,6686,109 (12,863 )(174,040 )947,4017,03910,226(6,098 ) (7,332 )(108,376 ) (146,661 )(281,475 ) 803,634 83412,9606(25) (103,716 ) (85,688 )3,5811,2353,192312(399 )-6(25) (39,627 )-(3,527 )520- (156,993 )(139,662 ) (227,654 )172,406 (108,249 )(7,381 ) (15,660 )(13 ) (23 )(22,479 ) (27,822 )6(15) (203,769 ) (252,000 )- (20,802 )(61,236 ) (424,556 )(27,674 ) (22,877 )(510,047 )128,5471,250,551 1,122,004 $740,504 $1,250,551 |
|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
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TST GROUP HOLDING LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
1. History and Organization
TST Group Holding Ltd. (the “Company”), formerly Bumper World Group (Cayman) Holdings Limited, was incorporated as a company in the Cayman Islands in May 2013. The address of the Company’s registered office is P.O. Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands. The Company has completed the Group restructuring in June 2018. The Company and its subsidiaries (collectively referred herein as the “Group”) are primarily engaged in the manufacture and sales of textile.
The stocks of the Company were officially listed on the Taiwan Stock Exchange (“TWSE”) on December 5, 2019.
2. Date of Authorisation for Issuance of the Financial Statements and Procedures for Authorisation
These consolidated financial statements were authorised for issuance by the Board of Directors on March 21, 2022.
3. Application of New Standards, Amendments and Interpretations
(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting
Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments endorsed by the FSC effective from 2021 are as follows:
| follows: | |
|---|---|
| New and revised Standards, Interpretations and Amendments | Effective date by International Accounting StandardsBoard |
| Amendments to IFRS 4, ‘Extension of the temporary exemption from applying IFRS 9’ Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, ‘Interest Rate Benchmark Reform - Phase 2’ Amendment to IFRS 16, ‘Covid-19-related rent concessions beyond 30 June 2021’ |
January 1, 2021 January 1, 2021 April 1, 2021 (Note) |
Note: Earlier application from January 1, 2021 is allowed by the FSC.
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
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(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by
the Group
New standards, interpretations and amendments endorsed by the FSC effective from 2022 are as follows:
| follows: | |
|---|---|
| Effective date by | |
| International Accounting | |
| New Standards, Interpretations and Amendments | Standards Board |
| Amendments to IFRS 3, ‘Reference to the conceptual framework’ | January 1, 2022 |
| Amendments to IAS 16, ‘Property, plant and equipment: proceeds | January 1, 2022 |
| before intended use’ | |
| Amendments to IAS 37, ‘Onerous contracts - cost of fulfilling a | January 1, 2022 |
| contract’ | |
| Annual improvements to IFRSs 2018- 2020 cycle | January 1, 2022 |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
(3) IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:
| endorsed by the FSC are as follows: | |
|---|---|
| New Standards,Interpretations andAmendments | Effective date by International Accounting StandardsBoard |
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’ IFRS 17, ‘Insurance contracts’ Amendments to IFRS 17, ‘Insurance contracts’ Amendment to IFRS 17, 'Initial application of IFRS 17 and IFRS 9 – comparative information' Amendments to IAS 1, ‘Classification of liabilities as current or non- current’ Amendments to IAS 1, ‘Disclosure of accounting policies’ Amendments to IAS 8, ‘Definition of accounting estimates’ Amendments to IAS 12, ‘Deferred tax related to assets and liabilities arising from a single transaction’ |
To be determined by International Accounting Standards Board January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
4. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
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(1) Compliance statement
The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”).
-
(2) Basis of preparation
-
A. Except for financial assets at fair value through profit or loss, the consolidated financial statements have been prepared under the historical cost convention.
-
B.The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
(3) Basis of consolidation
-
A. Basis for preparation of consolidated financial statements
-
(a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
-
(b) Inter-company transactions, balances and unrealised gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
(c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.
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(d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.
-
(e) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognised in profit or loss. All
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amounts previously recognised in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognised in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.
B. Subsidiaries included in the consolidated financial statements:
| Name of investor Name of subsidiary The Company BUMPER WORLD GROUP HOLDINGS LIMITED (Bumper BVI) The Company TST International Group Limited (TST) Bumper BVI TOP SPORTS TEXTILE LTD. (TOP SPORTS) TST THRIVE NATION GROUP LIMITED (THRIVE) TST TOP STAR TEXTILE LIMITED (Top Star) TST CHINTEX ENTERPRISES LIMITED TST GUANGZHOU RUNWELL KNITS TEXTILE CHINTEX ENTERPRISES LIMITED GUANGZHOU CHINTEX MANAGEMENT CONSULTING CO., LTD. Top Star TOP STAR TEXTILE VIEINAM COMPANY LIMITED (TST Vietnam) THRIVE Top Sports Textile Vietnam Company Limited (TSP Vietnam) |
Main business activities |
December 31, 2021 December 31, 2020 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 0% Ownership (%) |
Description |
|---|---|---|---|
| December 31, 2021 |
|||
| Holding company Holding company Manufacturer Holding company Sales company Sales company Sales company Management consulting company Manufacturing company Manufacturing company |
100% 100% 100% 100% 100% 100% 100% 100% 100% 100% |
Note 1 Note 2 |
Note 1: The Group acquired 100% control in THRIVE on December 8, 2020.
Note 2: The Group acquired 100% control in TSP Vietnam on April 23, 2021.
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-
C. Subsidiaries not included in the consolidated financial statements: None.
-
D. Adjustments for subsidiaries with different balance sheet dates: None.
-
E. Significant restrictions: None.
-
F. Subsidiaries that have non-controlling interests that are material to the Group: None.
-
(4) Foreign currency translation
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The Company’s functional currency is United States dollars; however, the consolidated financial statements are presented in New Taiwan dollars under the regulations of the regulatory authorities.
-
A. Foreign currency transactions and balances
-
(a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.
-
(b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.
-
(c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, nonmonetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.
-
(d) All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.
-
B. Translation of foreign operations
-
(a) The operating results and financial position of all the group entities, associates and joint arrangements that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
-
ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
-
iii. All resulting exchange differences are recognised in other comprehensive income.
- (b) When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange
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differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, even when the Group retains partial interest in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.
- (c) The Group’s financial statements were translated into New Taiwan dollars based on the average exchange rates of USD1=NTD 28.0088 and USD1=NTD29.5491 for the years ended December 31, 2021 and 2020, respectively. The closing exchange rates as of December 31, 2021 and 2020 were USD1=NTD 27.680 and USD1=NTD28.480, respectively.
-
(5) Classification of current and non-current items
-
A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
-
(a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;
-
(b) Assets held mainly for trading purposes;
-
(c) Assets that are expected to be realised within twelve months from the balance sheet date;
-
(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.
-
-
B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
-
(a) Liabilities that are expected to be settled within the normal operating cycle;
-
(b) Liabilities arising mainly from trading activities;
-
(c) Liabilities that are to be settled within twelve months from the balance sheet date;
-
(d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
-
(6) Cash equivalents
Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
(7) Financial assets at fair value through profit or loss
-
A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.
-
B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.
-
C. At initial recognition, the Group measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Group subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.
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-
D. Dividends are recognised as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.
-
(8) Accounts and notes receivable
-
A. Accounts and notes receivable entitle the Group a legal right to receive consideration in exchange for transferred goods or rendered services.
-
B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
-
(9) Impairment of financial assets
-
For accounts receivable that has a significant financing component, at each reporting date, the Group recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable that do not contain a significant financing component, the Group recognises the impairment provision for lifetime ECLs.
-
(10) Derecognition of financial assets
The Group derecognises a financial asset when one of the following conditions is met:
-
A. The contractual rights to receive the cash flows from the financial asset expire.
-
B. The contractual rights to receive cash flows of the financial asset have been transferred and the Group has transferred substantially all risks and rewards of ownership of the financial asset.
-
C. The contractual rights to receive cash flows of the financial asset have been transferred; however, the Group has not retained control of the financial asset.
-
(11) Inventories
-
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted-average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads. It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.
(12) Investments accounted for using equity method / associates
-
A. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognised at cost.
-
B. The Group’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Group’s share of losses in an associate equals or
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exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
-
C. When changes in an associate’s equity do not arise from profit or loss or other comprehensive income of the associate and such changes do not affect the Group’s ownership percentage of the associate, the Group recognises change in ownership interests in the associate in ‘capital surplus’ in proportion to its ownership.
-
D. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
E. When the Group disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it retains significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.
-
(13) Property, plant and equipment
-
A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.
-
B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
-
C. Property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.
-
D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
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Buildings and structures 5 ~ 50 years Machinery and equipment 5 ~ 10 years Office equipment 2 ~ 5 years Transportation equipment 4 ~ 5 years Other equipment 5 years
(14) Leasing arrangements (lessee) - right-of-use assets / lease liabilities
-
A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of lowvalue assets, lease payments are recognised as an expense on a straight-line basis over the lease term.
-
B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are fixed payments, less any lease incentives receivable. The Group subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.
-
C. At the commencement date, the right-of-use asset is stated at cost comprising the amount of the initial measurement of lease liability. The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.
-
D. For lease modifications that decrease the scope of the lease, the lessee shall decrease the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognise the difference between remeasured lease liability in profit or loss.
(15) Intangible assets
Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 10 years.
(16) Impairment of non-financial assets
The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognising impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.
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(17) Borrowings
Borrowings comprise long-term and short-term bank borrowings. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
(18) Notes and accounts payable
-
A. Accounts payable are liabilities for purchases of goods or services and notes payable are those resulting from operating and non-operating activities.
-
B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(19) Derecognition of financial liabilities
A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.
(20) Employee benefits
- A. Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expense in that period when the employees render service.
- B. Pensions
For defined contribution plan, the contributions are recognised as pension expense when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.
-
C. Employees’ compensation and directors’ and supervisors’ remuneration
-
Employees’ compensation and directors’ and supervisors’ remuneration are recognised as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is paid by shares, the Group calculates the number of shares based on the closing price at the previous day of the board meeting resolution.
- (21) Employee share based payment
For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognised as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and nonvesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. Ultimately, the amount
~24~
of compensation cost recognised is based on the number of equity instruments that eventually vest.
-
(22) Income tax
-
A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.
-
B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. Different tax regulations are applicable to the Group according to the countries where the companies are registered:
-
(a) Companies that are registered in the Cayman Islands and British Virgin Islands are exempted from income tax in accordance with local regulations.
-
(b) Income taxes of companies that are registered in Mainland China are calculated in accordance with the “Law of the People’s Republic of China on Enterprise Income Tax” and its implementation and related notification letters.
-
(c) For companies that are registered in the Hong Kong Special Administrative Region of the People’s Republic of China, only income sourced in Hong Kong is taxable under the rules of Hong Kong’s Inland Revenue Ordinance.
-
(d) Income taxes of companies that are registered in the Kingdom of Cambodia are calculated in accordance with the “Law on Taxation” and its implementation and related notification letters.
-
(e) Income taxes of companies that are registered in the Socialist Republic of Vietnam are calculated in accordance with the “Corporate Income Tax” (CIT) and its implementation and related notification letters.
-
-
C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred
~25~
tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
-
D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.
-
(23) Share capital
-
A. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.
-
B. Where the Company repurchases the Company’s shares that have been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.
-
(24) Dividends
Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s stockholders. Cash dividends are recorded as liabilities; stock dividends are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.
-
(25) Revenue recognition
-
A. Sales of goods
-
(a) The Group manufactures and sells textile products. Sales are recognised when control of the products has transferred, being when the products are delivered to the wholesaler, the wholesaler 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, or the Group has objective evidence that all criteria for acceptance have been satisfied.
-
(b) A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
-
-
B. Incremental costs of obtaining a contract
Given that the contractual period lasts less than one year, the Group recognises the incremental costs of obtaining a contract as an expense when incurred although the Group expects to recover those costs.
~26~
(26) Government grants
Government grants are recognised at their fair value only when there is reasonable assurance that the Group will comply with any conditions attached to the grants and the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises expenses for the related costs for which the grants are intended to compensate. (27) Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Group’s chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.
5. Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty
The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:
(1) Critical judgements in applying the Group’s accounting policies
None.
(2) Critical accounting estimates and assumptions
- Evaluation of inventories
As inventories are stated at the lower of cost and net realisable value, the Group must determine the net realisable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the Group evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation.
Details of the carrying amount of inventories as of December 31, 2021 are provided in Note 6(5).
6. Details of Significant Accounts
(1) Cash and cash equivalents
| tails of Significant Accounts Cash and cash equivalents |
||||||
|---|---|---|---|---|---|---|
. |
December | 31,2021 | December | 31,2020 | ||
| Cash on hand and revolving funds | $ | 706 |
$ | 699 |
||
| Checking accounts and demand deposits | 739,798 | 1,074,869 | ||||
| Time deposits | 23,815 | 199,632 | ||||
| 764,319 | 1,275,200 | |||||
| Restricted and transferred to other current assets | ( | 23,815) |
( | 24,649) |
||
| $ | 740,504 | $ | 1,250,551 |
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-
A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
-
B. Details of the Group’s cash and cash equivalents pledged to others are provided in Note 8.
-
(2) Financial assets at fair value through profit or loss
December 31, 2021 December 31, 2020
Non-current items:
.Non-current items: |
D | ecember 31, 2021 | D | ecember 31, 2020 | |||
|---|---|---|---|---|---|---|---|
| Financial assets mandatorily measured at fair | |||||||
| value through profit or loss | |||||||
| Unlisted stocks | $ | 22,797 |
$ | 23,456 |
|||
| Valuation adjustments | ( | 22,797) |
( | 23,456) |
|||
| $ | - | $ | - |
||||
| Notes and accounts receivable | |||||||
| December 31, 2021 | December31,2020 | ||||||
| Notes receivable | $ | 202,085 | $ | 40,914 | |||
| Accounts receivable | $ | 1,105,145 |
$ | 775,181 |
|||
| Less: Allowance for bad debts | ( | 1,277) |
( | 10,187) |
|||
| $ | 1,103,868 | $ | 764,994 |
(3) Notes and accounts receivable
- A. The ageing analysis of accounts receivable and notes receivable that were past due but not impaired is as follows:
| Not past due Up to 30 days 31 to 60 days 61 to 90 days Over 90 days |
December | Notes receivable 202,085 $ - - - - 202,085 $ 31,2021 |
Accounts receivable 650,811 $ 108,121 8,978 4,076 3,195 775,181 $ December |
Notes receivable 31,2020 |
|---|---|---|---|---|
| Accounts receivable 1,029,324 $ 71,786 3,795 - 240 1,105,145 $ |
||||
| 40,914 $ - - - - |
||||
| 40,914 $ |
The above ageing analysis was based on past due date.
-
B. As of December 31, 2021 and 2020, accounts receivable and notes receivable were all from contracts with customers. As of January 1, 2020, the balance of accounts receivable (including notes receivable) from contracts with customers amounted to $895,935.
-
C. As at December 31, 2021 and 2020, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Group’s notes and accounts receivable was $202,085 and $40,914, $1,103,868 and $764,994, respectively.
-
D. Information relating to credit risk of accounts receivable and notes receivable is provided in Note 12(2).
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(4) Other receivables
| (5) | Inventories The cost of inventories recognised as expense for the year: December31,2021 December31,2020 Tax refund receivable 110,320 $ 45,316 $ Others 1,797 2,593 112,117 $ 47,909 $ Allowance for Cost valuation loss Bookvalue Raw materials 578,624 $ 6,911) ($ 571,713 $ Work in progress 655,266 16,531) ( 638,735 Finished goods 355,947 8,444) ( 347,503 1,589,837 $ 31,886) ($ 1,557,951 $ Allowance for Cost valuation loss Bookvalue Raw materials 260,871 $ 5,176) ($ 255,695 $ Work in progress 386,967 18,681) ( 368,286 Finished goods 175,083 11,432) ( 163,651 822,921 $ 35,289) ($ 787,632 $ December31,2021 December 31, 2020 2021 2020 Cost of goods sold 6,332,041 $ 4,205,777 $ (Gain on reversal of) loss on decline in market value (Note) 2,877) ( 13,982 Others 4,988 19) ( 6,334,152 $ 4,219,740 $ Years ended December 31, |
|---|---|
Note: Gain on reversal of decline in market value arose from inventory clearance.
~29~
(6) Property, plant and equipment
| Unfinished and | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Buildings | Transportation | equipment under | ||||||||||||
| and structures | Machinery | Office equipment | equipment | Other equipment | acceptance construction | Total | ||||||||
| At January 1, 2021 | ||||||||||||||
| Cost | $ | 259,393 |
$ | 910,753 |
$ | 17,399 |
$ | 38,329 |
$ | 16,098 |
$ | 24,559 |
$ | 1,266,531 |
| Accumulated depreciation | ||||||||||||||
| and impairment | ( | 51,026) |
( | 367,446) |
( | 8,493) |
( | 33,059) |
( | 3,218) |
- | ( | 463,242) |
|
| $ | 208,367 | $ | 543,307 | $ | 8,906 | $ | 5,270 | $ | 12,880 | $ | 24,559 | $ | 803,289 | |
| 2021 | ||||||||||||||
| Opening net book amount | ||||||||||||||
| as at January 1 | $ | 208,367 |
$ | 543,307 |
$ | 8,906 |
$ | 5,270 |
$ | 12,880 |
$ | 24,559 |
$ | 803,289 |
| Additions | 18,069 | 48,138 | 278 | - | 7,314 | 29,969 | 103,768 | |||||||
| Disposals | - | ( | 392) |
( | 280) |
( | 107) |
( | 3,523) |
- | ( | 4,302) |
||
| Reclassifications | 1,683 | 24,770 | - | - | - | ( | 27,871) |
( | 1,418) |
|||||
| Depreciation charge | ( | 12,616) |
( | 83,008) |
( | 2,088) |
( | 2,168) |
( | 3,154) |
- | ( | 103,034) |
|
| Effect of foreign exchange | ( | 5,908) |
( | 14,977) |
( | 172) |
( | 87) |
( | 234) |
( | 649) |
( | 22,027) |
| Closing net book amount | ||||||||||||||
| as at December 31 | $ | 209,595 | $ | 517,838 | $ | 6,644 | $ | 2,908 | $ | 13,283 | $ | 26,008 | $ | 776,276 |
| At December 31, 2021 | ||||||||||||||
| Cost | $ | 271,672 |
$ | 955,454 |
$ | 15,938 |
$ | 36,560 |
$ | 18,646 |
$ | 26,008 |
$ | 1,324,278 |
| Accumulated depreciation | ||||||||||||||
| and impairment | ( | 62,077) |
( | 437,616) |
( | 9,294) |
( | 33,652) |
( | 5,363) |
- | ( | 548,002) |
|
| $ | 209,595 | $ | 517,838 | $ | 6,644 | $ | 2,908 | $ | 13,283 | $ | 26,008 | $ | 776,276 |
~30~
| Unfinished and | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Buildings | Transportation | equipment under | ||||||||||||
| and structures | Machinery | Office equipment | equipment | Other equipment | acceptance construction | Total | ||||||||
| At January 1, 2020 | ||||||||||||||
| Cost | $ | 269,355 |
$ | 873,402 |
$ | 11,842 |
$ | 38,953 |
$ | 5,305 |
$ | 77,506 |
$ | 1,276,363 |
| Accumulated depreciation | ||||||||||||||
| and impairment | ( | 40,935) |
( | 290,191) |
( | 7,737) |
( | 27,079) |
( | 1,811) |
- | ( | 367,753) |
|
| $ | 228,420 | $ | 583,211 | $ | 4,105 | $ | 11,874 | $ | 3,494 | $ | 77,506 | $ | 908,610 | |
| 2020 | ||||||||||||||
| Opening net book amount | ||||||||||||||
| as at January 1 | $ | 228,420 |
$ | 583,211 |
$ | 4,105 |
$ | 11,874 |
$ | 3,494 |
$ | 77,506 |
$ | 908,610 |
| Additions | 865 | 2,717 | 4,388 | 260 | 6,202 | 55,385 | 69,817 | |||||||
| Disposals | ( | 246) |
( | 2,767) |
( | 63) |
- | ( | 37) |
- | ( | 3,113) |
||
| Reclassifications | 3,058 | 92,785 | 2,361 | - | 6,095 | ( | 106,295) |
( | 1,996) |
|||||
| Depreciation charge | ( | 12,637) |
( | 84,751) |
( | 1,645) |
( | 6,634) |
( | 2,598) |
- | ( | 108,265) |
|
| Impairment loss | - | ( | 19,114) |
- | - | - | - | ( | 19,114) |
|||||
| Effect of foreign exchange | ( | 11,093) |
( | 28,774) |
( | 240) |
( | 230) |
( | 276) |
( | 2,037) |
( | 42,650) |
| Closing net book amount | ||||||||||||||
| as at December 31 | $ | 208,367 | $ | 543,307 | $ | 8,906 | $ | 5,270 | $ | 12,880 | $ | 24,559 | $ | 803,289 |
| At December 31, 2020 | ||||||||||||||
| Cost | $ | 259,393 |
$ | 910,753 |
$ | 17,399 |
$ | 38,329 |
$ | 16,098 |
$ | 24,559 |
$ | 1,266,531 |
| Accumulated depreciation | ||||||||||||||
| and impairment | ( | 51,026) |
( | 367,446) |
( | 8,493) |
( | 33,059) |
( | 3,218) |
- | ( | 463,242) |
|
| $ | 208,367 | $ | 543,307 | $ | 8,906 | $ | 5,270 | $ | 12,880 | $ | 24,559 | $ | 803,289 |
The Group has no property, plant and equipment pledged to others.
~31~
(7) Leasing arrangements - lessee
-
A. The Group leases various assets including land and buildings. Rental contracts are typically made for periods of 1 to 38 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.
-
B. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| Land Buildings Land Buildings |
December 31, 2021 December 31, 2020 Carrying amount Carrying amount 211,303 $ 24,335 $ 57,824 56,317 269,127 $ 80,652 $ Years ended December 31, |
December 31, 2021 December 31, 2020 Carrying amount Carrying amount 211,303 $ 24,335 $ 57,824 56,317 269,127 $ 80,652 $ Years ended December 31, |
|---|---|---|
| 2021 Depreciation charge 6,297 $ 21,713 28,010 $ |
2020 | |
| Depreciation charge | ||
| 3,010 $ 21,435 |
||
| 24,445 $ |
- C. The information on profit and loss accounts relating to lease contracts is as follows:
Years ended December 31,
| Items affecting profit or loss Interest expense on lease liabilities Expense on short-term lease contracts |
2021 Depreciationcharge 4,851 $ 7,104 |
2020 |
|---|---|---|
| Depreciationcharge | ||
| 5,456 $ 4,128 |
-
E. For the years ended December 31, 2021 and 2020, the additions to right-of-use assets were $218,150 and $6,675, respectively.
-
F. For the years ended December 31, 2021 and 2020, the Group’s total cash outflow for leases were $34,434 and $37,406, respectively.
-
F. The Group has applied the practical expedient to “Covid-19-related rent concessions”, and recognised the gain from changes in lease payments arising from the rent concessions amounting to $0 and $2,372 by increasing other gains and losses for 2021 and 2020, respectively.
-
(8) Other non-current assets
| Other non-current assets | ||
|---|---|---|
| Prepayments for land use right Others |
December31,2021 - $ 36,173 36,173 $ |
December31,2020 |
| 156,993 $ 35,838 |
||
| 192,831 $ |
~32~
The Group leased land in THANH THANH CONG INDUSTRIAL ZONE which is located in An Hoi Hamlet, An Hoa Commune, Trang Bang District, Tay Ninh Province from THANH THANH CONG INDUSTRIAL ZONE JOINT-STOCK COMPANY as resolved by the Board of Directors on December 15, 2020 to meet the needs of operating growth. Lease term is from the date when both parties entered into the land lease agreement to December 26, 2058. The Group hired Vietnam Standard Finance & Deal Service Company Ltd. to issue an appraisal report. The appraised amount was USD 6,527,826 (in dollars) ~ USD 7,035,546 (in dollars) and the agreed transaction amount was USD 6,890,490 (in dollars, excluding 10% of value increment tax), which was approximately NTD 196,620 thousand (translated at an exchange rate of $28.535). The abovementioned payment has been paid in full by the Group in accordance with the agreement and transferred to right-of-use assets in May 2021.
(9) Short-term borrowings
| May 2021. hort-term borrowings |
|||
|---|---|---|---|
| Type of Borrowings Bank borrowings Unsecured borrowings Type of Borrowings Bank borrowings Unsecured borrowings |
December31,2021 216,881 $ December 31, 2020 44,475 $ |
Interestraterange 1.05%~1.75% Interest rate range |
Collateral |
| - Collateral |
|||
| 1.70%~2.00% | - |
(10) Other payables
| )Other payables | ||
|---|---|---|
| Salary and bonus payable Machinery and equipment payable Others |
December31,2021 129,434 $ 16,043 77,810 223,287 $ |
December 31, 2020 |
| 138,226 $ 15,991 92,432 |
||
| 246,649 $ |
~33~
- (11) Long term borrowings
| Long-term borrowings | |||
|---|---|---|---|
| Type of Borrowings | Borrowing period andrepayment term |
Interest rate |
December31,2021 |
| Long-term bank borrowings Hang Seng Bank unsecured borrowings Type of Borrowings Less: Current portion |
Borrowing period is from March 15, 2018 to March 14, 2023; interest is payable monthly Borrowing period andrepayment term |
LIBOR +2.00% Interest rate |
306 $ 245) ( 61 $ December31,2020 |
| Long-term bank borrowings Standard Chartered Bank secured borrowings Hang Seng Bank unsecured borrowings Less: Current portion |
Borrowing period is from May 14, 2018 to June 21, 2021; interest is payable monthly Borrowing period is from March 15, 2018 to March 14, 2023; interest is payable monthly |
Prime -3.15% LIBOR +2.00% |
7,120 $ 567 7,372) ( 315 $ |
Information about the long-term borrowings that were pledged to others as collateral is provided in Note 8.
~34~
(12) Pensions
The Group’s mainland China subsidiaries have a defined contribution plan. Monthly contributions to an independent fund administered by the government in accordance with the pension regulations in the People’s Republic of China (PRC) are based on certain percentage of employees’ monthly salaries and wages. The contribution percentage for the years ended December 31, 2021 and 2020 was 13%~16% for both years. Other than the monthly contributions, the Group has no further obligations.
The Group’s Hong Kong subsidiary offers Mandatory Provident Fund Schemes (MPF Schemes), a defined contribution plan, in accordance with the regulations of the Hong Kong Special Administrative Region of the People’s Republic of China for qualified employees. Contribution amounts are based on certain percentage of employees’ basic salaries and wages and are deducted from statement of comprehensive income when payments are required according to MPF Schemes regulations. The assets of MPF Schemes are deposited in independently managed funds, which are separated from the assets of the Group. In addition, the employers’ contributions to the MPF Schemes of the Group belong exclusively to employees.
The Group’s Vietnam subsidiary offers social insurance, a defined contribution plan, which is calculated based on certain percentage of employees’ total local salaries and wages, and contributes to an independent fund administered by the local government in accordance with the pension regulations of local government agencies.
The pension costs under the defined contribution pension plans of the Group for the years ended December 31, 2021 and 2020 were $17,352 and $2,775, respectively.
(13) Share capital
-
A. As of December 31, 2021, the Company’s authorised capital was $600,000, consisting of 60,000 thousand shares of ordinary stock and the paid-in capital was $315,000 with a par value of $10 (in dollars) per share.
-
B. Treasury shares
-
(a) Reason for share reacquisition and movements in the number of the Company’s treasury shares are as follows:
| shares are as follows: | ||
|---|---|---|
| Name of company holding the shares Reason for reacquisition The Company To be reissued to employees Name of company holding the shares Reason for reacquisition The Company To be reissued to employees |
December | 31,2021 |
| Numberofshares 151,000 $ December |
Carrying amount | |
| 20,802 $ 31,2020 |
||
| Numberofshares 151,000 $ |
Carrying amount | |
| 20,802 $ |
~35~
-
(b) Pursuant to the R.O.C. Securities and Exchange Act, the number of shares bought back as treasury share should not exceed 10% of the number of the Company’s issued and outstanding shares and the amount bought back should not exceed the sum of retained earnings, paid-in capital in excess of par value and realised capital surplus.
-
(c) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should not be pledged as collateral and is not entitled to dividends before it is reissued.
-
(d) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should be reissued to the employees within five years from the reacquisition date and shares not reissued within the five-year period are to be retired. Treasury shares to enhance the Company’s credit rating and the stockholders’ equity should be retired within six months of acquisition.
-
(14) Capital surplus
Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paidin capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
(15) Retained earnings
-
A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and special reserve shall be appropriated or reversed in accordance with Public Offering under the Companies Act or regulations of the regulatory authority. The remainder, if any, along with the beginning unappropriated earnings shall comprise the Company’s accumulated distributable earnings. The distribution of earnings shall be proposed by the Board of Directors and resolved by the stockholders at the stockholders’ meeting.
-
B. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
-
C. As the Company is in the growth stage, the Company’s dividend policy as to whether the distribution of dividends will be in the form of cash and/or shares is dependent on the Company’s requirements for future capital expenditures, business expansion and financial planning for sustainable development. The Board of Directors shall propose the plan when distributing profits and such plan shall be resolved by the stockholders through ordinary resolution. Of the total cash dividends distributed, cash dividends shall not be less than 20% of total dividends distributed.
~36~
- D. The distribution of earnings for the years ended December 31, 2020 and 2019 resolved by the stockholders at the stockholders’ meeting on August 11, 2021 and June 16, 2020, respectively, are as follows:
| are as follows: | |||
|---|---|---|---|
| Year | endedDecember31,2020 | ||
| Dividend per share | |||
| Amount | (indollars) | ||
| Special reserve | $ | 70,473 |
|
| Cash dividends | 203,769 |
6.5 | |
| $ | 274,242 |
||
| Year | ended December 31, 2019 | ||
| Dividend per share | |||
| Amount | (in dollars) | ||
| Special reserve | $ | 79,436 |
|
| Cash dividends | 252,000 | 8 | |
| $ | 331,436 |
- E. The distribution of earnings for the year ended December 31, 2021 proposed by the Board of Directors on March 21, 2022 is as follows:
| Special reserve Cash dividends Stock dividends |
Dividends per Amount share (indollars) 52,346 $ 141,071 4.5 62,698 2 256,115 $ YearendedDecember31,2021 |
|---|---|
- F. For the information relating to employees’ compensation and directors’ and supervisors’ remuneration, please refer to Note 6(22).
(16) Operating revenue
| Operating revenue | ||
|---|---|---|
| Revenue from contracts with customers - textile |
2021 2020 7,418,374 $ 5,389,194 $ Years endedDecember31, |
|
| 2020 | ||
| 5,389,194 $ |
- A. Disaggregation of revenue from contracts with customers
The Group derives revenue from the transfer of goods and services at a point in time in the following major geographical regions:
~37~
| China | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 | (includingHongKong) | Cambodia | Vietnam | Total | |||||
| Total segment revenue | $ | 11,575,608 |
$ | 1,068,278 |
$ | 29,254 |
$ | 12,673,140 |
|
| Inter-segment revenue | ( | 4,158,824) |
( | 1,068,278) |
( | 27,664) | ( | 5,254,766) |
|
| Revenue from external customer contracts |
$ | 7,416,784 | $ | - | $ | 1,590 | $ | 7,418,374 |
|
| Timing of revenue recognition | |||||||||
| At a point in time | $ | 7,416,784 |
$ | - |
$ | 1,590 |
$ | 7,418,374 |
|
| China | |||||||||
| 2020 | (includingHongKong) | Cambodia | Vietnam | Total | |||||
| Total segment revenue | $ | 8,569,483 |
$ | 852,726 |
$ | 23,890 |
$ | 9,446,099 |
|
| Inter-segment revenue | ( | 3,180,289) | ( | 852,726) | ( | 23,890) |
( | 4,056,905) |
|
| Revenue from external customer contracts |
$ | 5,389,194 |
$ | - | $ | - |
$ | 5,389,194 |
|
| Timing of revenue recognition | |||||||||
| At a point in time | $ | 5,389,194 | $ | - |
$ | - |
$ | 5,389,194 |
B. Contract liabilities
The Group has recognised the following revenue-related liabilities:
| Contract liabilities The Group has recognised the evenue rom externa customer contracts $ Timing of revenue recognition At a point in time $ |
following revenue-related liabilities: 5,389,194 - $ $ 5,389,194 - $ $ |
- 5,389,194 $ - 5,389,194 $ |
|---|---|---|
| Contract liabilities - advance sales receipts (shown as other current liabilities) |
December31,2021 December 31, 2020 7,444 $ 1,335 $ |
January1,2020 |
| 14,198 $ |
C. Revenue recognised that was included in the contract liability balance at the beginning of the year
| Advance sales receipts | Years ended December31, | Years ended December31, |
|---|---|---|
| 2021 1,329 $ |
2020 | |
| 14,191 $ |
(17) Interest income
| Interest income | ||
|---|---|---|
| Other income Interest income from bank deposits Government grants Other income |
Years ended December31, | |
| 2021 2020 7,039 $ 10,226 $ Years endedDecember31, |
2020 | |
| 10,226 $ |
||
| 2021 17,421 $ 673 18,094 $ |
2020 | |
| 15,593 $ 531 |
||
| 16,124 $ |
(18) Other income
~38~
(19) Other gains and losses
| Years ended | December | 31, | ||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Losses on disposal of property, plant and | ||||
| equipment | ($ | 721) |
($ | 1,878) |
| Foreign exchange gains | ( | 8,735) |
( | 12,870) |
| Impairment loss recognised in profit or loss, | ||||
| property, plant and equipment | - | ( | 19,114) |
|
| Other losses | ( | 4,979) |
( | 2,660) |
| ($ | 14,435) |
($ | 36,522) |
(20) Finance costs
| Interest expense Bank loan Lease expense |
2021 2020 1,247 $ 1,876 $ 4,851 5,456 6,098 $ 7,332 $ Years endedDecember31, |
|---|---|
(21) Expenses by nature
| Expenses by nature | ||||
|---|---|---|---|---|
| Years ended | December | 31, | ||
| 2021 | 2020 | |||
| Employee benefit expense | $ | 503,623 |
$ | 452,413 |
| Depreciation charge | 131,044 | 132,710 | ||
| Amortisation charge | 70 | 69 | ||
| $ | 634,737 | $ | 585,192 |
(22) Employee benefit expense
| Employee benefit expense | ||
|---|---|---|
| Wages and salaries Labour and health insurance fees Pension costs Other personnel expenses |
Years endedDecember31, | |
| 2021 464,154 $ 10,906 17,352 11,211 503,623 $ |
2020 | |
| 429,247 $ 9,079 2,775 11,312 |
||
| 452,413 $ |
A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ and supervisors’ remuneration. The ratio shall not be lower than 1% and not be higher than 10% for employees’ compensation and shall not be higher than 5% for directors’ and supervisors’ remuneration. If the Company has accumulated deficit, earnings should be reserved to cover losses. The employees’ compensation shall be distributed in the form of shares or cash.
~39~
-
B. For the years ended December 31, 2021 and 2020, employees’ compensation was accrued at $3,395 and $4,202, respectively ; while no directors’ and supervisors’ remuneration was accrued for both years.
-
For the years ended December 31, 2021, and 2020, the employees’ compensation were estimated and accrued based on 1% of distributable profit of current year as of the end of reporting period. Employees’ compensation and directors’ and supervisors’ remuneration for 2020 as resolved by the Board of Directors were in agreement with those amounts recognised in the 2020 financial statements.
Information about employees’ compensation and directors’ and supervisors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
-
(23) Income tax
-
A. Income tax expense
Components of income tax expense:
| Years ended | December | 31, | |||
|---|---|---|---|---|---|
| 2021 | 2020 | ||||
| Current tax: | |||||
| Current tax on profits for the year | $ | 110,101 |
$ | 136,692 |
|
| Prior year income tax (over) under estimation | ( | 18) |
33 | ||
| Deferred tax: | |||||
| Origination and reversal of temporary | |||||
| differences | ( | 33,574) |
( | 15,232) |
|
| Income tax expense | $ | 76,509 | $ | 121,493 | |
| Reconciliation between income tax expense and accounting profit | |||||
| Years ended | December | 31, | |||
| 2021 | 2020 | ||||
| Tax calculated based on profit before tax | |||||
| and statutory tax rate (Note) | $ | 84,276 |
$ | 120,754 |
|
| Effects from items that should be adjusted | |||||
| in accordance with tax regulations | ( | 7,749) |
( | 913) |
|
| Income tax | - | 1,619 | |||
| Prior year income tax (over) under estimation | ( | 18) | 33 | ||
| Income tax expense | $ | 76,509 | $ | 121,493 |
- B. Reconciliation between income tax expense and accounting profit
Note: The basis for computing the applicable tax rate are the rates applicable in the respective countries where the Group entities operate.
~40~
C. Amounts of deferred tax assets or liabilities as a result of temporary differences are as follows:
| 2021 | 2021 | 2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Recognised in | Exchange | |||||||||||
| January1 | profit | or loss | difference | December31 | ||||||||
| -Deferred tax assets: | ||||||||||||
| Allowance for uncollectible | ||||||||||||
| accounts in excess of tax | ||||||||||||
| limits | $ | - |
$ | 256 |
($ | 2) |
$ | 254 |
||||
| Unrealised inventory | ||||||||||||
| valuation loss | - | 6,054 | ( | 25) |
6,029 | |||||||
| Book-tax difference on | ||||||||||||
| right-of-use assets | - | 462 | 1 | 463 | ||||||||
| Unrealised impairment loss | - | 1,443 | 1 | 1,444 | ||||||||
| Others | - |
26 | ( | 1) |
25 | |||||||
| - | 8,241 | ( | 26) |
8,215 | ||||||||
| -Deferred tax liabilities: | ||||||||||||
| Book-tax difference on | ||||||||||||
| depreciation life | ( | 66) |
( | 652) |
1 | ( | 717) |
|||||
| Investment income | ( | 40,402) |
25,985 | 830 | ( | 13,587) |
||||||
| ( | 40,468) |
25,333 | 831 | ( | 14,304) |
|||||||
| ($ | 40,468) | $ | 33,574 | $ | 805 | ($ | 6,089) |
|||||
| 2020 | ||||||||||||
| Recognised in | Exchange | |||||||||||
| January1 | profit | or loss | difference | December 31 | ||||||||
| -Deferred tax liabilities: | ||||||||||||
| Book-tax difference on | ||||||||||||
| depreciation life | ($ | 600) |
522 | 12 | ($ | 66) |
||||||
| Investment income | ( | 57,454) |
14,710 | 2,342 | ( | 40,402) |
||||||
| ($ | 58,054) | $ | 15,232 | $ | 2,354 | ($ | 40,468) |
- D. Under the regulations of the 2013 tax incentives based on sector of Vietnam, the Group’s qualified subsidiary, TOP STAR TEXTILE VIETNAM COMPANY LIMITED, is entitled to the tax incentives of: ‘tax exemption for 2 years plus 50% tax reduction for the next 4 years’ and ‘17% preferential CIT rate for 10 years’.
~41~
(24) Earnings per share
==> picture [469 x 486] intentionally omitted <==
----- Start of picture text -----
Year ended December 31, 2021
Weighted average
number of ordinary
shares outstanding Earnings per share
Amount after tax (shares in thousands) (in dollars)
Basic earnings per share
Profit for the year $ 336,132 31,349 $ 10.72
Diluted earnings per share
Assumed conversion of all dilutive
potential ordinary shares
Employees’ compensation - 25
Profit for the year plus assumed
conversion of all dilutive potential
ordinary shares $ 336,132 31,374 $ 10.71
Year ended December 31, 2020
Weighted average
number of ordinary
shares outstanding Earnings per share
Amount after tax (shares in thousands) (in dollars)
Basic earnings per share
Profit for the year $ 416,040 31,407 $ 13.25
Diluted earnings per share
Assumed conversion of all dilutive
potential ordinary shares
Employees’ compensation - 28
Profit for the year plus assumed
conversion of all dilutive potential
ordinary shares $ 416,040 31,435 $ 13.23
----- End of picture text -----
~42~
(25) Supplemental cash flow information
Investing activities with partial cash payments
| Years ended | December | December | 31, | |||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Purchase of property, plant and | ||||||
| equipment | $ | 103,768 |
$ | 69,817 |
||
| Add: Opening balance of payable | ||||||
| on equipment | 15,991 | 31,862 |
||||
| Less: Ending balance of payable | ||||||
| on equipment | ( | 16,043) |
( | 15,991) |
||
| Cash paid during the year | $ | 103,716 |
$ | 85,688 | ||
| Years ended | December | 31, | ||||
| 2021 | 2020 | |||||
| Purchase of right-of-use assets | $ | 218,150 |
$ | - |
||
| Add: Ending balance of prepayment | ||||||
| for right-of-use assets | - | - | ||||
| Less: Opening balance of prepayment | ||||||
| for right-of-use assets | ( | 156,993) |
- |
|||
| Changes in other non-cash items | ( | 21,530) |
- |
|||
| Cash paid during the year | $ | 39,627 |
$ | - |
(26) Changes in liabilities from financing activities
The Company’s changes in liabilities from financing activities for the years ended December 31, 2021 and 2020 are the changes in financing cash flows. Please refer to consolidated statements of cash flows.
~43~
7. Related Party Transactions
(1) Names of related parties and relationship
Names of related parties Relationship with the Company LIN CHIN-MAO Key management LIN CHING-WEI Key management CHINTEX INVESTMENT COMPANY LTD. (CHINTEX) Other related party TAT CHEONG INTERNATIONAL COMPANY Other related party LIMITED (TAT CHEONG) PONG FU (SHANGHAI) INVESTMENT CONSULTING Other related party CO., LTD. (PONG FU) NEWA INSURANCE (CAMBODIA) PLC. (NEWA Other related party INSURANCE) LIN CHIN-HSUAN Other related party HUNG CHENG-TSUNG Other related party YU YING Other related party TAISHABA INTERNATIONAL CO., LTD. Other related party ABILITY INTERNATIONAL CO.,LTD. (Note) Other related party ABILITY INVESTMENT CO., LTD. (Note) Other related party PENG TAI-PING Other related party GUANGDONG JINGYING TEXTILE TECHNOLOGY Other related party CO., LTD. Spruce Fashion Design Inc Other related party
Note: ABILITY INTERNATIONAL CO., LTD. merged with ABILITY INVESTMENT CO., LTD. in September 2020. ABILITY INVESTMENT CO., LTD. was the surviving company while ABILITY INTERNATIONAL CO., LTD. was dissolved after the merger.
(2) Significant related party transactions
The following disclosures are based on transactions with counterparties who are considered as related parties.
A. Purchases:
| rties. Purchases: |
||
|---|---|---|
| Purchases of services: Other related parties |
Years endedDecember31, | |
| 2021 385,412 $ |
2020 | |
| - $ |
Services are purchased from other related parties on normal commercial terms and conditions.
~44~
- B. Payables to related parties:
| Accounts payable: GUANGDONG JINGYING TEXTILE TECHNOLOGY CO., LTD. Other payables - other: Other related parties |
December31,2021 125,611 $ 1,018 $ |
December31,2020 - $ 908 $ |
|---|---|---|
The payables to related parties arise mainly from provision of services and are due 1 to 3 month(s) after the date of purchase.
- C. Property transactions:
Acquisition of property, plant and equipment
Other related parties
| Years ended | December | 31, |
|---|---|---|
| 2021 | 2020 | |
| 6,673 $ |
$ | - |
-
D. Leasing arrangements - lessee
-
(a) The Group leases property from key management and other related parties. The lease terms are from 2018 to 2028 and rent expenses are paid in the period based on agreements.
-
(b) Acquisition of right-of-use assets
| Acquisition of right-of-use assets | ||
|---|---|---|
| Rent expense Other related parties Key management Other related parties |
Years endedDecember31, | |
| 2021 2020 4,975 $ 3,486 $ Years ended December31, |
2020 | |
| 3,486 $ |
||
| 2021 422 $ 607 1,029 $ |
2020 | |
| 490 $ 30 |
||
| 520 $ |
-
(c) Rent expense
-
(d) Lease liability
-
i. Outstanding balance:
| Lease liability . Outstanding balance: |
||
|---|---|---|
| LIN CHIN-MAO LIN CHING-WEI CHINTEX Other related parties |
Years endedDecember31, | |
| 2021 39,507 $ 8,688 - 10,167 58,362 $ |
2020 | |
| 21,272 $ 10,393 24,647 12,386 |
||
| 68,698 $ |
~45~
ii. Interest expense
| i. Interest expense | ||||
|---|---|---|---|---|
| Years ended | December | 31, | ||
| 2021 | 2020 | |||
| LIN CHIN-MAO | $ | 2,819 |
$ | 1,118 |
| LIN CHING-WEI | 470 |
541 |
||
| CHINTEX | - |
2,142 | ||
| Other related parties | 609 | 665 | ||
| $ | 3,898 |
$ | 4,466 |
E. Service fees
Other related parties
| Years ended | December | 31, | |
|---|---|---|---|
| 2021 | 2020 | ||
| $ | 1,687 |
$ | 1,782 |
The Group entered into a service agreement with other related parties and the fees are paid monthly. (3) Key management compensation
| Key management compensation | ||
|---|---|---|
| Salaries and other short-term employee benefits Post-employment benefits |
Years ended December 31, | |
| 2021 67,235 $ 260 67,495 $ |
2020 | |
| 81,062 $ 274 |
||
| 81,336 $ |
8. Pledged Assets
The Group’s assets pledged as collateral are as follows:
| Pledged asset Bank borrowings (shown as other current assets) |
December31,2021 December 31, 2020 Purpose 23,815 $ 24,649 $ Bank borrowings facilities Bookvalue |
|---|---|
9. Significant Contingent Liabilities and Unrecognised Contract Commitments
- (1) Contingencies
None.
(2) Commitments
- A. Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:
December 31, 2021 Property, plant and equipment $ 26,719
- B. As of December 31, 2021, the Group’s issued but unused letter of credit for importing raw materials amounted to $172,371.
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10. Significant Disaster Loss
None.
11. Significant Events after the Balance Sheet Date
-
(1) To meet the operation requirement, the Company decided to invest in apparel industry as resolved by the Board of Directors on February 23, 2022. The Company plans to acquire a 100% equity interest in Zhen Jiang Tuntex Garment Co., Ltd. located in Jiangsu Province, China from Tuntex Incorporation (B.V.I) Co. Limited through TST International Group Limited with a total consideration of US$7 million.
-
(2) Details of the appropriations of 2021 earnings as proposed by the Board of Directors on March 21, 2022 are provided in Note 6(15).
12. Others
(1) Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
(1) Financial instruments
- A. Financial instruments
In accordance with IFRS 9, the carrying amount of financial assets at amortised cost classified by the Group (including cash and cash equivalents, notes receivable, net, accounts receivable, net, other receivables and guarantee deposits paid) amounted to $2,160,859 and the carrying amount of financial liabilities at amortised cost (including short-term borrowings, notes payable, accounts payable (including related parties), other payables (including related parties), lease liabilities, long-term borrowings (including current portion) and guarantee deposits received) amounted to $2,297,105. Please refer to Note 6 for the financial assets at fair value through profit or loss.
-
B. Financial risk management policies
-
(a) The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Group’s policies on overall risk management focus on unpredictable events in financial markets and seek to minimise any potential adverse effects on the financial condition and financial performance of the Group.
-
(b) Risk management is carried out by a central treasury department (Group treasury) under policies approved by the Board of Directors. Group treasury identifies, evaluates and hedges financial risks in close cooperation with the Group’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of
~47~
derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
Exchange rate risk
-
i. The Group operates internationally and is exposed to exchange rate risk arising from various currency, primarily with respect to the NTD, USD, HKD, RMB and VND. Exchange rate risk arises from future commercial transactions, recognised assets and liabilities and net investment in a foreign operation.
-
ii. The Group’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: USD; other certain subsidiaries’ functional currency: RMB and VND). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
| as follows: | |||
|---|---|---|---|
| Foreign currency amount (inthousands) Exchangerate (Foreign currency: functional currency) Financial assets Monetary items HKD:USD 9,426 $ 0.1282 USD:VND 6,763 0.00004 Financial liabilities Monetary items RMB:USD 49,667 $ 0.1569 HKD:USD 30,218 0.1282 Foreign currency amount (inthousands) Exchangerate (Foreign currency: functional currency) Financial assets Monetary items HKD:USD 8,572 $ 0.1290 Financial liabilities Monetary items RMB:USD 64,832 $ 0.1533 HKD:USD 15,120 0.1290 December31,2021 December31,2020 |
December31,2021 | ||
| Book value (NTD) |
|||
| 32,814 $ 187,210 215,755 $ 107,242 |
|||
| Exchangerate 0.1290 0.1533 0.1290 |
Book value (NTD) |
||
| 31,484 $ 283,768 $ 55,536 |
|||
~48~
-
iii. Total exchange gain (loss), including realised and unrealised arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2021 and 2020 amounted to $ ($8,735) and ($12,870), respectively.
-
iv. Analysis of foreign currency market risk arising from significant foreign exchange variation:
| (Foreign currency: functional currency) Financial assets Monetary items HKD:USD USD:VND Financial liabilities Monetary items RMB:USD HKD:USD (Foreign currency: functional currency) Financial assets Monetary items HKD:USD Financial liabilities Monetary items RMB:USD HKD:USD |
YearendedDecember31,2021 | YearendedDecember31,2021 | YearendedDecember31,2021 |
|---|---|---|---|
| Sensitivity analysis | |||
| Degree of Effect on Effect on other variation profit or loss comprehensive income 1% 328 $ - $ 1% 1,872 - 1% 2,158 $ - $ 1% 1,072 - YearendedDecember31,2020 |
Effect on other comprehensive income |
||
| Sensitivity analysis | |||
| Degree of Effect on variation profit or loss 1% 315 $ 1% 2,838 $ 1% 555 |
Effect on other comprehensiveincome |
||
| - $ - $ - |
~49~
Price risk
The Group’s equity securities, which are exposed to price risk, are the held financial assets at fair value through profit or loss. To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.
Cash flow and fair value interest rate risk
-
i. The Group’s main interest rate risk arises from bank borrowings with variable rates, which expose the Group to cash flow interest rate risk.
-
ii. The Group’s borrowings are measured at amortised cost. The borrowings are periodically contractually repriced and to that extent are also exposed to the risk of future changes in market interest rates.
-
iii.If the borrowing interest rate had increased/decreased by 1% with all other variables held constant, profit before tax for the years ended December 31, 2021 and 2020 would have decreased/increased by $2,172 and $522, respectively. The main factor is that changes in interest expense result from floating rate borrowings.
-
(b) Credit risk
-
i. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms.
-
ii. The Group manages their credit risk taking into consideration the entire group’s concern. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored.
-
iii.The Group adopts credit risk management procedure to assess whether there has been a significant increase in credit risk on that instrument since initial recognition:
- If the contract payments were past due over 60 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.
-
iv.The Group adopts the assumption under IFRS 9, that is, the default occurs when the contract payments are past due over 90 days.
-
v.The Group classifies customer’s accounts receivable and notes receivable in accordance with customer types and credit rating of customer. The Group applies the simplified approach using provision matrix and loss rate methodology to estimate expected credit loss under the provision matrix basis. The Group used the forecastability to adjust historical and timely information to assess the default possibility of accounts receivable.
~50~
vi.The Group used the forecastability to adjust historical and timely information to assess the default possibility of accounts receivable and notes receivable. On December 31, 2021 and 2020, the provision matrix, loss rate methodology is as follows:
| Up to 30 Notpast due dayspast due At December 31, 2021 Expected loss rate 0.07% 0.23% Total book value 1,231,023 $ 71,599 $ Loss allowance 874 $ 162 $ At December 31, 2020 Expected loss rate 0.03% 0.03% Total book value 625,407 $ 94,675 $ Loss allowance 180 $ 28 $ |
31~60 days past due 0% - $ - $ 0.07% 1,523 $ 1 $ |
61~90 days More than 90 past due dayspast due Total 0% 100.00% - $ 240 $ 1,302,862 $ - $ 240 $ 1,276 $ 0.07% 100% 4,024 $ 3,195 $ 728,824 $ 3 $ 3,195 $ 3,407 $ |
|---|---|---|
Further, as of December 31, 2021 and 2020, the Group’s accounts receivable amounted to $4,368 and $87,271, respectively, and the impairment loss recognised under individual assessment amounted to $1 and $6,780 for the years then ended, respectively.
vii.Movements in relation to the Group applying the simplified approach to provide loss
allowance for accounts receivable and notes receivable are as follows:
| 2021 | 2020 | |||||
|---|---|---|---|---|---|---|
| At January 1 | $ | 10,187 |
$ | 4,928 |
||
| Provision for impairment | - | 5,535 | ||||
| Reversal of impairment loss | ( | 8,773) |
- | |||
| Effect of exchange rate changes | ( | 137) |
( | 276) |
||
| At December 31 | $ | 1,277 | $ | 10,187 |
(c) Liquidity risk
-
i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities. Such forecasting takes into consideration the Group’s debt financing plans, covenant compliance, and compliance with internal balance sheet ratio targets.
-
ii. Surplus cash held by the operating entities over and above balance required for working capital management are transferred to the Group treasury. Group treasury invests surplus cash in interest bearing current accounts, time deposits, money market deposits and marketable securities, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient headroom as determined by the abovementioned forecasts.
-
iii.The Group’s undrawn borrowing facilities on December 31, 2021 and 2020 were $1,293,327 and $1,306,808, respectively.
~51~
- iv.The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.
| December31,2021 Short-term borrowings Notes payable Accounts payable (including related parties) Other payables (including related parties) Lease liability Long-term borrowings (including current portion) Guarantee deposits received December 31, 2020 Short-term borrowings Notes payable Accounts payable Other payables (including related parties) Lease liabilities Long-term borrowings (including current portion) Guarantee deposits received |
Less than 1year 216,881 $ 487,372 1,284,655 224,305 21,441 246 - Less than 1 year 44,475 $ 255,510 877,625 247,557 21,580 7,397 - |
Over 1year - $ - - - 71,807 61 426 Over 1year |
|---|---|---|
| - $ - - - 77,901 330 439 |
(2) Fair value information
The carrying amount of financial instruments not measured at fair value including cash and cash equivalents, notes receivable, accounts receivable, other receivables, short-term borrowings, notes payable, accounts payable (including related parties) and other payables (including related parties) are approximate to their fair values. Lease liability interest rates are approximate to market interest rates so that the book value is considered approximate to fair value. Long-term borrowing interest rates (including current portion) are floating rates, which are approximate to market interest rates, so that the book value is considered approximate to fair value.
-
(3) Due to the spread of the COVID-19, there is a lot of uncertainty affecting the global economy. Based on the Group’s assessment, the pandemic had no significant impact on the Group’s ability to continue as a going concern, impairment on assets and related financing risks. To prevent the spread of the pandemic from impacting the Group’s operations, the Group has adopted response measures and continues to manage related matters. The response measures are as follows:
-
A. Employees in each office area must take their temperature when entering the office for the first time every day, fill in the health check-in information and upload it.
-
B. Cooperate with the epidemic prevention measures and vaccination plan of the local government where the office area is located.
-
C. Strengthen disinfection and personnel access control regularly.
~52~
- D. Remind employees to wear face masks, wash hands frequently, reduce congregation and keep social distance and distribute goods (face masks, alcohol and hypochlorous acid water) to prevent disease transmission.
13. Supplementary Disclosures
(1) Significant transactions information
-
A. Loans to others: Please refer to table 1.
-
B. Provision of endorsements and guarantees to others: Please refer to table 2.
-
C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.
-
D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.
-
E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: please refer to table 4.
-
F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None.
-
G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 5.
-
H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 6.
-
I. Trading in derivative instruments undertaken during the reporting periods: None.
-
J. Significant inter-company transactions during the reporting periods: Please refer to table 7.
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 8.
(3) Information on investments in Mainland China
-
A. Basic information: Please refer to table 9.
-
B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Please refer to table 10.
(4) Major shareholders information
Major shareholders information: Please refer to table 11.
14. Segment Information
(1) General information
The Group has classified the reportable operating segments based on management strategy. The Company’s operations and segmentation are classified according to the management strategy, and the current management strategy is divided into China, Cambodia and Vietnam. Management has determined the reportable operating segments based on the reports reviewed by the management that are used to make strategic decisions.
~53~
(2) Measurement of segment information
The Group evaluates the performance of the operating segments based on segment income/(loss) and the accounting policies of each operating segment are the same as Summary of Significant Accounting Policies in Note 4.
(3) Information about segment profit or loss, assets and liabilities
The segment information provided to the chief operating decision-maker for the reportable segments is as follows:
==> picture [472 x 338] intentionally omitted <==
----- Start of picture text -----
Year ended December 31, 2021
China
(including Hong Adjustments
Kong) Cambodia Vietnam and write-offs Total
Revenue from
- -
$ 7,416,784 $ $ 1,590 $ $ 7,418,374
external customers
Internal revenue 4,158,824 1,068,278 27,664 ( 5,254,766) -
Total revenue $ 11,575,608 $ 1,068,278 $ 29,254 ($ 5,254,766) $ 7,418,374
Segment income
$ 1,010,493 $ 140,397 ($ 19,065) ($ 719,184) $ 412,641
(loss)
Segment income
(loss), including:
Depreciation and
amortisation $ 21,192 $ 100,433 $ 9,489 $ 131,114
Interest income $ 7,036 $ 3 $ - $ 7,039
Interest expense $ 2,480 $ 2,751 $ 867 $ 6,098
Income tax expense $ 48,430 $ 28,079 $ - $ 76,509
Total segment
$ 8,818,424 $ 1,262,491 $ 439,924 ($ 5,663,305) $ 4,857,534
assets
Total segment
$ 2,573,517 $ 763,412 $ 52,851 ($ 1,026,304) $ 2,363,476
liabilities
Capital expenditure $ 6,227 $ 83,891 $ 13,650 $ - $ 103,768
----- End of picture text -----
~54~
Year ended December 31, 2020
| Revenue from external customers Internal revenue Total revenue Segment income (loss) Segment income (loss), including: Depreciation and amortisation Interest income Interest expense Income tax expense Total segment assets Total segment liabilities Capital expenditure |
China (including HongKong) |
Cambodia Vietnam - $ - $ 852,726 23,890 852,726 $ 23,890 $ 48,636 $ 23,384) ($ 101,179 $ 6,571 $ 2 $ 1 $ 2,616 $ 779 $ 11,573 $ - $ 1,222,955 $ 45,052 $ 823,659 $ 45,378 $ 57,657 $ 3,395 $ |
Adjustments and write-offs |
Total | |||
|---|---|---|---|---|---|---|---|
| 5,389,194 $ 3,180,289 8,569,483 $ 1,348,277 $ 25,029 $ 10,223 $ 3,937 $ 109,920 $ 8,079,914 $ 1,882,867 $ 8,765 $ |
- $ 4,056,905) ( 4,056,905) ($ 835,996) ($ 5,332,126) ($ 1,150,148) ($ - $ |
5,389,194 $ - 5,389,194 $ 537,533 $ 132,779 $ 10,226 $ 7,332 $ 121,493 $ 4,015,795 $ 1,601,756 $ 69,817 $ |
(4) Reconciliation for segment income (loss)
-
A. The Group’s chief operating decision-maker assesses segment performance and decides resource allocations based on profit before tax, thus reconciliation is not necessary.
-
B. The amounts provided to the chief operating decision maker with respect to total assets and total liabilities are measured in a manner consistent with that of the financial statements.
(5) Information on products and services
Please refer to Note 6 (16) for the related information.
~55~
(6) Geographical information
Geographical information for the years ended December 31, 2021 and 2020 is as follows:
Years ended December 31,
| Non-current Revenue assets Taiwan 1,871,739 $ 623 $ China 1,871,326 57,461 Singapore 1,798,600 - Hong Kong 601,466 27,830 Thailand 168,039 - Indonesia 218,668 - Cambodia 221,992 771,983 Vietnam 58,909 224,189 Others 607,635 - 7,418,374 $ 1,082,086 $ 2021 |
Non-current Revenue assets 1,542,990 $ - $ 1,316,411 54,027 902,344 - 456,825 31,971 383,373 - 147,432 - 112,451 806,646 46,035 26,234 481,333 158,075 5,389,194 $ 1,076,953 $ 2020 |
|---|---|
The Group’s geographical revenue information is determined based on the countries where the customers operate. Non-current assets refer to property, plant and equipment, right-of-use assets, intangible assets and other non-current assets .
(7) Major customer information
Major customer information of the Group for the years ended December 31, 2021 and 2020 is as follows:
Years ended December 31,
| CSG MG DT |
Segment China (including Hong Kong) China (including Hong Kong) China (including Hong Kong) 2021 |
2020 | ||
|---|---|---|---|---|
| Revenue 1,257,538 $ 768,550 556,476 |
Revenue 447,189 $ 470,671 559,099 |
Segment | ||
| China (including Hong Kong) China (including Hong Kong) China (including Hong Kong) |
~56~
TST Group Holding Ltd. and Subsidiaries
Loans to others
Year ended December 31, 2021
Table 1
| No. (Note 1) Table 1 |
Creditor | Borrower | General ledger account (Note 2) |
Is a related party |
Maximum outstanding balance during the year ended December 31, 2021 (Note3) |
Balance at December 31, 2021 (Note8) |
Actual amount drawn down |
Interest rate |
Nature of loan (Note 4) |
Amount of transactions with the borrower (Note5) |
Reason for short-term financing (Note6) |
Allowance for doubtful accounts |
Collateral | Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) Footnote Expressed in thousands of NTD (Except as otherwise indicated) |
Ceiling on total loans granted (Note 7) Footnote Expressed in thousands of NTD (Except as otherwise indicated) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 0 0 1 1 1 1 2 3 |
TST Group Holding Ltd. TST Group Holding Ltd. TST International Group Limited TST International Group Limited TST International Group Limited TST International Group Limited BUMPER WORLD GROUP HOLDINGS LIMITED TOP STAR TEXTILE LIMITED |
TOP STAR TEXTILE LIMITED TOP SPORTS TEXTILE LIMITED. THRIVE NATION GROUP LIMITED TOP STAR TEXTILE LIMITED TOP SPORTS TEXTILE LIMITED. TOP STAR TEXTILE VIETNAM COMPANY LIMITED TOP SPORTS TEXTILE LTD. CHINTEX ENTERPRISES LIMITED |
Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties |
Y Y Y Y Y Y Y Y |
138,400 $ 83,040 207,600 498,240 830,400 27,680 55,360 83,040 |
$ - - 207,600 138,400 830,400 27,680 55,360 83,040 |
$ - - - - 332,160 22,144 13,840 - |
- - - TAIFX+2% TAIFX+2% TAIFX+2% TAIFX+2% 4% |
Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing Short-term financing |
- - - - - - - - |
Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital |
- - - - - - - - |
None None None None None None None None |
- - - - - - - - |
249,406 $ 249,406 1,616,471 1,616,471 1,616,471 1,616,471 1,995,246 2,020,589 |
997,623 $ 997,623 1,616,471 1,616,471 1,616,471 1,616,471 1,995,246 2,020,589 |
Table 1, Page 1
| No. (Note 1) |
Creditor | Borrower | General ledger account (Note 2) |
Is a related party |
Maximum outstanding balance during the year ended December 31, 2021 (Note3) |
Balance at December 31, 2021 (Note8) |
Actual amount drawn down |
Interest rate |
Nature of loan (Note 4) |
Amount of transactions with the borrower (Note5) |
Reason for short-term financing (Note6) |
Allowance for doubtful accounts |
Collateral | Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 3 3 3 4 |
TOP STAR TEXTILE LIMITED TOP STAR TEXTILE LIMITED TOP STAR TEXTILE LIMITED THRIVE NATION GROUP LIMITED |
THRIVE NATION GROUP LIMITED TOP SPORTS TEXTILE LTD. TOP STAR TEXTILE VIETNAM COMPANY LIMITED TOP STAR TEXTILE VIETNAM COMPANY LIMITED |
Other receivables - related parties Other receivables - related parties Other receivables - related parties Other receivables - related parties |
Y Y Y Y |
276,800 276,800 26,296 11,072 |
276,800 276,800 15,224 11,072 |
- - - 8,304 |
TAIFX+2% - LIBOR+2% TAIFX+2% |
Short-term financing Short-term financing Short-term financing Short-term financing |
- - - - |
Working capital Working capital Working capital Working capital |
- - - - |
None None None None |
- - - - |
2,020,589 2,020,589 2,020,589 412,785 |
2,020,589 2,020,589 2,020,589 412,785 |
Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:
- (1) The Company is ‘0’.
(2) The subsidiaries are numbered in order starting from ‘1’.
Note 2: Fill in the name of account in which the loans are recognised, such as receivables–related parties, current account with stockholders, prepayments, temporary payments, etc.
Note 3: Fill in the maximum outstanding balance of loans to others during the year ended December 31, 2021.
- TST Group Holding Ltd.:
The ceiling on total loans granted to the companies, who have business relationship with the Company, is 20% of the Company’s net assets based on the latest financial statements; the limit on loans granted to a single party is the amount of business transactions between both sides.
The amount of business transactions refers to the higher amount of purchases or sales between both sides in the most recent year but the limit is 10% of the Company’s net assets based on the latest financial statements.
The ceiling on total loans granted to the companies for short-term financing is 40% of the Company’s net assets; the limit on loans granted to a single party is 10% of the Company’s net assets. TST International Group Limited:
The ceiling on total loans granted to the companies, who have business relationship with the Company, is 20% of the Company’s net assets based on the latest financial statements; the limit on loans granted to a single party is the amount of business transactions between both sides.
The amount of business transactions refers to the higher amount of purchases or sales between both sides in the most recent year but the limit is 10% of the Company’s net assets based on the latest financial statements. The ceiling on total loans granted to the companies for short-term financing is 40% of the Company’s net assets; the limit on loans granted to a single party is 10% of the Company’s net assets.
The ceiling on total loans granted to the foreign subsidiaries, whose voting rights are 100% owned directly and indirectly by parent, is 80% of the Company’s net assets; the limit on loans granted to a single party is 80% of the Company’s net assets.
Table 1, Page 2
TOP STAR TEXTILE LIMITED:
The ceiling on total loans granted to the companies, who have business relationship with the Company, is 20% of the Company’s net assets based on the latest financial statements; the limit on loans granted to a single party is the amount of business transactions between both sides.
The amount of business transactions refers to the higher amount of purchases or sales between both sides in the most recent year but the limit is 10% of the Company’s net assets based on the latest financial statements. The ceiling on total loans granted to the companies for short-term financing is 40% of the Company’s net assets; the limit on loans granted to a single party is 10% of the Company’s net assets. The ceiling on total loans granted to the foreign subsidiaries, whose voting rights are 100% owned directly and indirectly by parent, is 100% of the parent’s net assets; the limit on loans granted to a single party is 100% of the parent’s net assets.
BUMPER WORLD GROUP HOLDINGS LIMITED:
The ceiling on total loans granted to the companies, who have business relationship with the Company, is 20% of the Company’s net assets based on the latest financial statements; the limit on loans granted to a single party is the amount of business transactions between both sides.
The amount of business transactions refers to the higher amount of purchases or sales between both sides in the most recent year but the limit is 10% of the Company’s net assets based on the latest financial statements. The ceiling on total loans granted to the companies for short-term financing is 40% of the Company’s net assets; the limit on loans granted to a single party is 10% of the Company’s net assets.
The ceiling on total loans granted to the foreign subsidiaries, whose voting rights are 100% owned directly and indirectly by parent, is 80% of the parent’s net assets; the limit on loans granted to a single party is 80% of the parent’s net assets.
THRIVE NATION GROUP LIMITED:
The ceiling on total loans granted to the companies, who have business relationship with the Company, is 20% of the Company’s net assets based on the latest financial statements; the limit on loans granted to a single party is the amount of business transactions between both sides.
The amount of business transactions refers to the higher amount of purchases or sales between both sides in the most recent year but the limit is 10% of the Company’s net assets based on the latest financial statements. The ceiling on total loans granted to the companies for short-term financing is 40% of the Company’s net assets; the limit on loans granted to a single party is 10% of the Company’s net assets. The ceiling on total loans granted to the foreign subsidiaries, whose voting rights are 100% owned directly and indirectly by parent, is 100% of the parent’s net assets; the limit on loans granted to a single party is 100% of the parent’s net assets.
Note 4: The column of ‘Nature of loan’ shall fill in ‘Business transaction or ‘Short-term financing’.
- Note 5: Fill in the amount of business transactions when nature of the loan is related to business transactions, which is the amount of business transactions occurred between the creditor and borrower in the current year. Note 6: Fill in purpose of loan when nature of loan is for short-term financing, for example, repayment of loan, acquisition of equipment, working capital, etc. Note 7: Fill in limit on loans granted to a single party and ceiling on total loans granted as prescribed in the creditor company’s “Procedures for Provision of Loans”, and state each individual party to which the loans have been provided and the calculation for ceiling on total loans granted in the footnote. Note 8: The amounts of funds to be loaned to others which have been approved by the board of directors of a public company in accordance with Article 14, Item 1 of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” should be included in its published balance of loans to others at the end of the reporting period to reveal the risk of loaning the public company bears, even though they have not yet been appropriated. However, this balance should exclude the loans repaid when repayments are done subsequently to reflect the risk adjustment. In addition, if the board of directors of a public company has authorized the chairman to loan funds in instalments or in revolving within certain lines and within one year in accordance with Article 14, Item 2 of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies”, the published balance of loans to others at the end of the reporting period should also include these lines of loaning approved by the board of directors, and these lines of loaning should not be excluded from this balance even though the loans are repaid subsequently, for taking into consideration they could be loaned again thereafter.
Table 1, Page 3
TST Group Holding Ltd. and Subsidiaries Provision of endorsements and guarantees to others Year ended December 31, 2021
Table 2
Expressed in thousands of NTD
(Except as otherwise indicated)
| Number (Note 1) |
Endorser/ guarantor |
endorsed/guaranteed Party being |
endorsed/guaranteed Party being |
Limit on endorsements/ guarantees provided for a single party (Note 3) |
Maximum outstanding endorsement/ guarantee amount as of December 31, 2021 (Note 4) |
Outstanding endorsement/ guarantee amount at December 31, 2021 (Note 5) |
Actual amount drawn down (Note 6) |
Amount of endorsements /guarantees secured with collateral |
Ratio of accumulated endorsement/ guarantee amount to net asset value of the endorser/ guarantor company |
Ceiling on total amount of endorsements/ guarantees provided (Note 3) |
Provision of endorsements/ guarantees by parent company to subsidiary (Note 7) |
Provision of endorsements/ guarantees by subsidiary to parent company (Note 7) |
Provision of endorsements/ guarantees to the party in Mainland China (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name | Relationship with the endorser/ guarantor (Note 2) |
|||||||||||||
| 0 0 0 0 1 |
TST Group Holding Ltd. TST Group Holding Ltd. TST Group Holding Ltd. TST Group Holding Ltd. TST International Group Limited |
TOP SPORTS TEXTILE LTD. Top Star Textile Limited Top Sports Textile Vietnam Co., Ltd. CHINTEX ENTERPRISES LIMITED Top Star Textile Limited |
2 2 2 2 4 |
12,470,290 $ 12,470,290 12,470,290 12,470,290 10,102,945 |
525,920 $ 1,454,612 138,400 434,134 221,440 |
525,920 $ 1,454,612 138,400 434,134 221,440 |
69,006 $ 188,611 - 342,069 104,852 |
- - - - - |
21.09 58.32 5.55 17.41 8.88 |
12,470,290 $ 12,470,290 12,470,290 12,470,290 10,102,945 |
Y Y Y Y N |
N N N N N |
N N N Y N |
- - - - - |
Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows:
-
(1) The Company is ‘0’.
-
(2) The subsidiaries are numbered in order starting from ‘1’.
Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following seven categories; fill in the number of category each case belongs to:
-
(1) Having business relationship.
-
(2) The endorser/guarantor company owns directly or indirectly more than 50% voting shares of the endorsed/guaranteed company.
-
(3) The endorsed/guaranteed company owns directly and indirectly more than 50% voting shares of the endorser/guarantor parent company.
-
(4) The endorser/guarantor parent company owns directly and indirectly more than 90% voting shares of the endorsed/guaranteed company.
-
(5) Mutual guarantee of the trade in the same industry or between the common builders as required by the construction contract.
-
(6) Due to joint venture, all shareholders provide endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.
-
(7) The joint performance guarantee of the pre-sale house sales contract among companies in the same industry in accordance with Consumer Protection Law.
Note 3: Ceiling on total amount of endorsements/guarantees provided and limit on endorsements/guarantees provided for a single party:
TST Group Holding Ltd.:
The Company’s ceiling on total amount of endorsements/guarantees provided is 80% of the Company’s net assets based on the latest financial statements;
limit on endorsements/guarantees provided for a single party is 20% of the Company’s net assets based on the latest financial statements.
The Company’s limit on endorsements/guarantees provided for a single party, who has business relationship with the Company, except limited by the aforementioned rules,
is the amount of business transactions in the most recent year before endorsements/guarantees (the higher amount of purchases or sales between both sides).
The endorsements/guarantees between the companies, whose 90% voting shares are owned directly and indirectly by the Company, are qualified with the limit of 10% of the Company’s net assets.
Except for endorsements/guarantees between the subsidiaries, whose 100% voting shares are owned directly and indirectly by the company, limit on endorsements/guarantees provided is 5 times of the endorser/guarantor’s net assets.
Table 2, Page 1
TST International Group Limited:
The Company’s ceiling on total amount of endorsements/guarantees provided is 80% of the Company’s net assets based on the latest financial statements;
limit on endorsements/guarantees provided for a single party is 20% of the Company’s net assets based on the latest financial statements.
The Company’s limit on endorsements/guarantees provided for a single party, who has business relationship with the Company, except limited by the aforementioned rules,
is the amount of business transactions in the most recent year before endorsements/guarantees (the higher amount of purchases or sales between both sides).
The endorsements/guarantees between the companies, whose 90% voting shares are owned directly and indirectly by the Company, are qualified with the limit of 10% of the Company’s net assets.
Except for endorsements/guarantees between the companies, whose 100% voting shares are owned directly and indirectly by parent, limit on endorsements/guarantees provided is 5 times of the endorser/guarantor’s net assets. Note 4: Fill in the year-to-date maximum outstanding balance of endorsements/guarantees provided as of the reporting period.
Note 5: Fill in the amount approved by the Board of Directors or the chariman if the chairman has been authorised by the Board of Directors based on subparagraph 8, Article 12 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.
Note 6: Fill in the actual amount of endorsements/guarantees used by the endorsed/guaranteed company.
Note 7: Fill in ‘Y’ for those cases of provision of endorsements/guarantees by listed parent company to subsidiary and provision by subsidiary to listed parent company, and provision to the party in Mainland China.
Table 2, Page 2
Expressed in thousands of NTD
TST Group Holding Ltd. and Subsidiaries
Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) December 31, 2021
Table 3
(Except as otherwise indicated)
| Securities held by | Marketable securities (Note 1) |
Relationship with the securities issuer(Note 2) |
General ledger account |
As of December 31,2021 | As of December 31,2021 | Footnote (Note 4) |
||
|---|---|---|---|---|---|---|---|---|
| Number of shares | Book value (Note 3) |
Ownership (%) | Fair value | |||||
| TST International Group Limited | NINGPO YING XING KNITS TEXTILE CO., LTD. |
None | Note 5 | 6,300,000 | - $ |
9.00 | - $ |
None |
Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities. Note 2: Leave the column blank if the issuer of marketable securities is non-related party. Note 3: Fill in the amount after adjusted at fair value and deducted by accumulated impairment for the marketable securities measured at fair value; fill in the acquisition cost or amortised cost deducted by accumulated impairment for the marketable securities not measured at fair value.
Note 4: The number of shares of securities and their amounts pledged as security or pledged for loans and their restrictions on use under some agreements should be stated in the footnote if the securities presented herein have such conditions. Note 5: Financial assets at fair value through profit or loss - non-current.
Table 3, Page 1
Table 4
Expressed in thousands of NTD (Except as otherwise indicated)
TST Group Holding Ltd. and Subsidiaries
Acquisition of real estate reaching $300 million or 20% of paid-in capital or more
Year ended December 31, 2021
| Real estate acquired by | Real estate acquired | Date of the event | Transaction amount |
Status of payment |
Counterparty | Relationship with the counterparty |
If the counterparty is a related party, information as to the last transaction of the real estate is disclosed below: |
If the counterparty is a related party, information as to the last transaction of the real estate is disclosed below: |
If the counterparty is a related party, information as to the last transaction of the real estate is disclosed below: |
If the counterparty is a related party, information as to the last transaction of the real estate is disclosed below: |
Basis or reference used in setting the price |
Reason for acquisition of real estate and status of the real estate |
Other commitments |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Original owner who sold the real estate to the counterparty |
Relationship between the original owner and the acquirer |
Date of the original transaction |
Amount | ||||||||||
| Top Sports Textile Vietnam Company Limited (Note1) |
Land use right | 2020.12.15 (Note 2) |
$ 196,620 (tax excluded) (Note 4) |
100%of theadvance payment was paid |
THANH THANH CONG INDUSTRIAL ZONE JOINT- STOCK COMPANY |
- | Not applicable | Not applicable | Not applicable | Not applicable | Appraisal report (Note 3) |
Building plant for operating use |
None |
Note 1: The Board of Directors during their meeting on December 15, 2020 resolved the investment. The establishment registration of the Vietnam subsidiary, Top Sports Textile Vietnam Company Limited, had not been completed at the date of board resolution, the subsidiary, THRIVE NATION GROUP LIMITED, paid the consideration on behalf of Top Sports Textile Vietnam Company Limited accordingly.
Note 2: Date of the event referred to herein is the date of board resolution.
Note 3: According to the appraisal report of Vietnam Standard Finance & Deal Service Company Ltd., prices were approximately USD 6,527,826~USD 7,035,546, equivalent to NTD 188,066 thousand~202,694 thousand, and the price did not include 10% value-added tax. Note 4: The amount was translated at the exchange rate of USD/NTD28.535.
Table 4,Page 1
TST Group Holding Ltd. and Subsidiaries Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more Year ended December 31, 2021
Table 5
Expressed in thousands of NTD
(Except as otherwise indicated)
| Purchaser/seller | Counterparty | Relationship with the counterparty |
Transaction | Transaction | (Note 1)Differences in transaction terms compared to third party transactions |
(Note 1)Differences in transaction terms compared to third party transactions |
Notes/accounts receivable(payable) | Notes/accounts receivable(payable) | Footnote (Note 2) |
||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (sales) |
Amount | Percentage of total purchases (sales) |
Credit term | Unitprice | Credit term | Balance | Percentage of total notes /accounts receivable (payable) |
||||
| TOP STAR TEXTILE LIMITED TOP SPORTS TEXTILE LTD. TOP STAR TEXTILE LIMITED GUANGZHOU RUNWELL KNITS TEXTILE GUANGZHOU RUNWELL KNITS TEXTILE CHINTEX ENTERPRISES LIMITED CHINTEX ENTERPRISES LIMITED |
TOP SPORTS TEXTILE LTD. TOP STAR TEXTILE LIMITED GUANGZHOU RUNWELL KNITS TEXTILE TOP STAR TEXTILE LIMITED CHINTEX ENTERPRISES LIMITED GUANGZHOU RUNWELL KNITS TEXTILE GUANGDONG JINGYING TEXTILE TECHNOLOGY CO., LTD. |
Associates within the Group Associates within the Group Associates within the Group Associates within the Group Associates within the Group Associates within the Group Other related party |
Purchases Sales Purchases Sales Purchases Sales Purchases |
1,068,278 $ 1,068,278) ( 2,099,865 2,099,865) ( 2,055,594 2,055,594) ( 385,412 |
19.67 100.00 39.26 100.00 100.00 52.33 9.33 |
Mutual agreement Mutual agreement Mutual agreement Mutual agreement Mutual agreement Mutual agreement Mutual agreement |
- - - - - - - |
- - - - - - - |
294,066) ($ 294,066 215,456) ( 215,456 172,563) ( 172,563 125,611) ( |
31.39 100.00 23.00 100.00 100.00 22.80 11.03 |
- - - - - - - |
Note 1: If terms of related-party transactions are different from third-party transactions, explain the differences and reasons in the ‘Unit price’ and ‘Credit term’ columns. Note 2: In case related-party transaction terms involve advance receipts (prepayments) transactions, explain in the footnote the reasons, contractual provisions, related amounts, and differences in types of transactions compared to third-party transactions.
Note 3: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.
Table 5, Page 1
Table 6
TST Group Holding Ltd. and Subsidiaries
Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more
December 31, 2021
Expressed in thousands of NTD
(Except as otherwise indicated)
| Creditor | Counterparty | Relationship with the counterparty |
Balance as at December 31, 2021 (Note 1) |
Turnover rate | Overdue receivables | Overdue receivables | Amount collected subsequent to the balance sheet date |
Allowance for doubtful accounts |
|---|---|---|---|---|---|---|---|---|
| Amount | Action taken | |||||||
| GUANGZHOU RUNWELL KNITS TEXTILE CHINTEX ENTERPRISES LIMITED TOP SPORTS TEXTILE LTD. |
TOP STAR TEXTILE LIMITED GUANGZHOU RUNWELL KNITS TEXTILE TOP STAR TEXTILE LIMITED |
Associates within the Group Associates within the Group Associates within the Group |
215,456 $ 172,563 294,066 |
8.45 11.35 4.09 |
- - - |
- - - |
215,456 $ 172,563 236,619 |
- - - |
Note 1: Fill in separately the balances of accounts receivable–related parties, notes receivable–related parties, other receivables–related parties….
Note 2: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.
Table 6, Page 1
TST Group Holding Ltd. and Subsidiaries Significant inter-company transactions during the reporting period Year ended December 31, 2021
Table 7
Expressed in thousands of NTD
(Except as otherwise indicated)
Transaction
| Number (Note 1) |
Companyname | Counterparty | Relationship | General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets (Note3) |
|---|---|---|---|---|---|---|---|
| 1 1 1 1 2 2 |
TOP STAR TEXTILE LIMITED TOP STAR TEXTILE LIMITED TOP STAR TEXTILE LIMITED TOP STAR TEXTILE LIMITED GUANGZHOU RUNWELL KNITS TEXTILE GUANGZHOU RUNWELL KNITS TEXTILE |
TOP SPORTS TEXTILE LTD. TOP SPORTS TEXTILE LTD. GUANGZHOU RUNWELL KNITS TEXTILE GUANGZHOU RUNWELL KNITS TEXTILE CHINTEX ENTERPRISES LIMITED CHINTEX ENTERPRISES LIMITED |
3 3 3 3 3 3 |
Purchases Accounts payable Purchases Accounts payable Purchases Accounts payable |
1,068,278 $ 294,066 2,099,865 215,456 2,055,594 172,563 |
- - - - - - |
14.40 6.05 28.31 4.44 27.71 3.55 |
Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:
-
(1) Parent company is ‘0’.
-
(2) The subsidiaries are numbered in order starting from ‘1’.
-
Note 2: Relationship between transaction company and counterparty is classified into the following three categories; fill in the number of category each case belongs to (If transactions between parent company and subsidiaries or between subsidiaries refer to the same transaction, it is not required to disclose twice. For example, if the parent company has already disclosed its transaction with a subsidiary, then the subsidiary is not required to disclose the transaction; for transactions between two subsidiaries, if one of the subsidiaries has disclosed the transaction, then the other is not required to disclose the transaction.):
-
(1) Parent company to subsidiary.
-
(2) Subsidiary to parent company.
-
(3) Subsidiary to subsidiary.
-
Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.
Note 4: The Company may decide to disclose or not to disclose transaction details in this table based on the Materiality Principle.
Table 7, Page 1
TST Group Holding Ltd. and Subsidiaries Information on investees
Expressed in thousands of NTD
Table 8
Year ended December 31, 2021
| Table 8 | Expressed in thousands of NTD | Expressed in thousands of NTD | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor | Investee(Notes 1 and 2) |
Location | Main business activities |
Initial investment amount | Shares held as at December 31,2021 | Net profit (loss) of the investee for the year ended December 31, 2021 (Note 2(2)) |
Investment income (loss) recognised by the Company for the year ended December 31, 2021 (Note 2(3))Footnote (Except as otherwise indicated) |
||||
| Balance as at December 31,2021 |
Balance as at December 31,2020 |
Number of shares | Ownership (%) | Book value | |||||||
| TST Group Holding Ltd. TST Group Holding Ltd. TST International Group Limited BUMPER WORLD GROUP HOLDINGS LIMITED TST International Group Limited TOP STAR TEXTILE LIMITED THRIVE NATION GROUP LIMITED |
BUMPER WORLD GROUP HOLDINGS LIMITED TST International Group Limited THRIVE NATION GROUP LIMITED TOP SPORTS TEXTILE LTD. TOP STAR TEXTILE LIMITED TOP STAR TEXTILE VIETNAM COMPANY LIMITED Top Sports Textile Vietnam Company Limited |
British Virgin Islands British Virgin Islands British Virgin Islands Cambodia Hong Kong Vietnam Vietnam |
Holding Company Holding Company Holding company Manufacture of textile Sale of textile Manufacture of textile Manufacture of textile |
689,540 $ 209,860 421,600 660,660 110,097 30,040 401,360 |
689,540 $ 209,860 227,840 660,660 110,097 30,040 - |
23,000,000 7,000,000 15,000,000 22,000,000 30,000,000 - - |
100.00 100.00 100.00 100.00 100.00 100.00 100.00 |
455,491 $ 2,020,589 412,785 499,079 562,564 12,084) ( 399,157 |
112,585 $ 256,929 7,337) ( 112,318 230,494 11,827) ( 7,238) ( |
99,164 $ 256,929 7,337) ( 112,318 230,494 11,827) ( 7,238) ( |
Subsidiary Subsidiary Second-tier subsidiary Second-tier subsidiary Second-tier subsidiary Second-tier subsidiary Second-tier subsidiary |
Note 1: If a public company is equipped with an overseas holding company and takes consolidated financial report as the main financial report according to the local law rules, it can only disclose the information of the overseas holding company about the disclosure of related overseas investee information.
Note 2: If situation does not belong to Note 1, fill in the columns according to the following regulations:
(1)The columns of ‘Investee’, ‘Location’, ‘Main business activities’, Initial investment amount’ and ‘Shares held as at December 31, 2021’ should fill orderly in the Company’s (public company’s) information on investees and every directly or indirectly controlled investee’s investment information, and note the relationship between the Company (public company) and its investee each (ex. direct subsidiary or indirect subsidiary) in the ‘footnote’ column.. (2)The ‘Net profit (loss) of the investee for the year ended December 31, 2021’ column should fill in amount of net profit (loss) of the investee for this period.
(3)The ‘Investment income (loss) recognised by the Company for the year ended December 31, 2021’ column should fill in the Company (public company) recognised investment income (loss) of its direct subsidiary and
recognised investment income (loss) of its investee accounted for under the equity method for this period. When filling in recognised investment income (loss) of its direct subsidiary, the Company (public company) should confirm that direct subsidiary’s net profit (loss) for this period has included its investment income (loss) which shall be recognised by regulations.
Table 8, Page 1
Table 9
TST Group Holding Ltd. and Subsidiaries Information on investments in Mainland China
Year ended December 31, 2021
Expressed in thousands of NTD
| Table 9 | Expressed in thousands of NTD | Expressed in thousands of NTD | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investee in Mainland China |
Main business activities |
Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January1,2021 |
ended December 31,2021 Amount remitted from Taiwan to Mainland China/ Amount remitted back to Taiwan for the year |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2021 |
Net income of investee for the year ended December 31,2021 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Company for the year ended December 31, 2021 (Note 2) |
Book value of investments in Mainland China as of December 31, 2021 |
Accumulated amount of investment income remitted back to Taiwan as of December 31,2021 Footnote (Except as otherwise indicated) |
||
| Remitted to Mainland China |
Remitted back to Taiwan |
||||||||||||
| GUANGZHOU RUNWELL KNITS TEXTILE CHINTEX ENTERPRISES LIMITED GUANGZHOU CHINTEX MANAGEMENT CONSULTING CO., LTD. HUBEI CHUNG SHENG TEXTILE CO., LTD. Company name |
Sale of textile Sale of textile Management consulting services Sale of textile Accumulated amount of remittance from Taiwan to Mainland China as of December 31,2021 |
62,560 $ 163,473 4,341 16,498 Investment amount approved by the Investment Commission of the Ministry of Economic Affairs(MOEA) |
2 - $ 2 - 2 - 2 - Ceiling on investments in Mainland China imposed by the Investment Commission of MOEA Note 6 |
- $ - - - |
- $ - - - |
- $ - - - |
8,469 $ 15,094 2,362 - |
100.00 100.00 100.00 35.00 |
8,469 $ 15,094 2,362 - |
100,755 $ 488,070 16,900 - |
- $ - - - |
Notes 2(2)B and 4 Notes 2(2)B and 4 Notes 2(2)B and 5 Notes 2(2)C and 5 |
|
| - | Note 6 | Note 6 |
Note 1: Investment methods are classified into the following three categories; fill in the number of category each case belongs to:
(1)Directly invest in a company in Mainland China..
(2) Through investing in an existing company in the third area, which then invested in the investee in Mainland China. (3) Others
Note 2: In the ‘Investment income (loss) recognised by the Company for the year ended December 31, 2021’ column:
-
(1)It should be indicated if the investee was still in the incorporation arrangements and had not yet any profit during this period.
-
(2)Indicate the basis for investment income (loss) recognition in the number of one of the following three categories:
A.The financial statements were audited and attested by international accounting firm which has cooperative relationship with accounting firm in R.O.C.
B.The financial statements were audited and attested by R.O.C. parent company’s CPA.
C.Others.
Note 3: The numbers in this table are expressed in New Taiwan Dollars.
Note 4: Invest through TST International Group Limited.
Note 5: Invest through CHINTEX ENTERPRISES LIMITED.
Note 6: The Company is not the company established in Republic of China, which is not applicable.
Table 9, Page 1
TST Group Holding Ltd. and Subsidiaries
Significant transactions conducted with investees in Mainland China directly or indirectly through other companies in the third areas Year ended December 31, 2021
Table 10
Expressed in thousands of NTD
(Except as otherwise indicated)
| Investee in Mainland China |
Sale(purchase) | Sale(purchase) | Propertytransaction | Propertytransaction | Accounts receivable (payable) |
Accounts receivable (payable) |
Provision of endorsements/guarantees or collaterals |
Provision of endorsements/guarantees or collaterals |
Financing | Financing | Others | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Balance at December 31,2021 |
% | Balance at December 31,2021 |
Purpose | Maximum balance during the year ended December 31, 2021 |
Balance at December 31, 2021 |
Interest rate | Interest during the year ended December 31, 2021 |
||
| GUANGZHOU RUNWELL KNITS TEXTILE CHINTEX ENTERPRISES LIMITED |
($ 2,099,865) - |
28.31 - |
$ - - |
- - |
($ 215,456) - |
4.44 - |
$ - 431,134 |
- - |
$ - 83,040 |
- $ 83,040 |
- 4% |
- $ - |
- - |
Table 10, Page 1
TST Group Holding Ltd. and Subsidiaries Major shareholders information
December 31, 2021
Table 11
| Name of majorshareholders | Shares | Ownership (%) |
|---|---|---|
| Numberofsharesheld | ||
| Xingmao Group LIN CHIN-MAO Big Loyal Group Excellent Treat Limited |
10,640,000 2,570,000 2,070,000 2,000,000 |
33.77% 8.15% 6.57% 6.34% |
Note 1: The major shareholders information was derived from the data that the Company issued common shares (including treasury shares) and preference shares in dematerialised form which were registered and held be the shareholders above 5% on the last operating date of each quarter and was calculated by Taiwan Depository & Clearing Corporation. The share capital which was recorded on the financial statements may be different from the actual number of shares in dematerialised form due to the difference in calculation basis.
Note 2: If the aforementioned data contains shares which were held in trust by the shareholders, the data was disclosed as separate account of client which was set by the trustee. As for the shareholder who reports share equity as a insider whose shareholding ratio greater than 10% in accordance with Securities and Exchange Act, the shareholding ratio includes the self-owned shares and shares held in trust, at the same time, the shareholder has the power to decide how to allocate the trust assets. For the information of reported share equity of insider, please refer to Market Observation Post System.
Table 11, Page 1