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UCC — Annual Report 2022
Nov 14, 2022
51738_rns_2022-11-14_1e2cd4f9-9d54-4345-af72-6794212407b7.pdf
Annual Report
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Universal Cement Corporation and Subsidiaries
Consolidated Financial Statement for the Years Ended December 31, 2022 and 2021 and Independent Auditors ’ Report
DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES
The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2022 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standard 10 “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we do not prepare a separate set of consolidated financial statements of affiliates.
Very truly yours,
UNIVERSAL CEMENT CORPORATION
By
BO YI HOU
Chairman
March 16, 2023
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Universal Cement Corporation
Opinion
We have audited the accompanying consolidated financial statements of Universal Cement Corporation and its subsidiaries (the Group), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, 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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of Taiwan, the Republic of China (ROC).
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the ROC. 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 of the ROC, 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.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2022 is stated as follows:
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Occurrence of sales of concrete products
Refer to Note 4(13) and Note 24. The Group mainly manufactures and sells cement, ready mixed concrete and gypsum board panels. The sales amount of some concrete products changed greatly in 2021 and the change can be due to changes in volume or price or both. Sales is the main source of the Group’s revenue and has a material impact on the Group’s consolidated financial statements. Consequently, occurrence of sales of concrete products is considered as a key audit matter.
Our audit procedures in respect of the above key audit matter are described as follows:
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We understood the design of the Group’s internal controls on accounting for sales. We tested the implementation and operating effectiveness of the internal controls.
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We selected samples from the sales records, and verified that the products and quantities listed on the delivery orders and the invoices are the same and for the same customers. We noted that the delivery orders are signed by the customers.
Other Matter
We have also audited the parent company only financial statements of Universal Cement Corporation as of and for the years ended December 31, 2022 and 2021 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the FSC of the ROC, 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 Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the ROC 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.
As part of an audit in accordance with the auditing standards generally accepted in the ROC, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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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.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.
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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.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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 for the year ended December 31, 2022 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.
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The engagement partners on the audit resulting in this independent auditors’ report are Chi Chen Lee and Chao Chin Yang.
Deloitte & Touche Taipei, Taiwan
Republic of China
March 16, 2023
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
For the convenience of readers, the auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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Universal Cement Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial assets at fair value through other comprehensive income - current (Notes 4 and 8) Financial assets at amortized cost - current (Notes 4, 9, 10 and 33) Contract assets - current (Notes 4 and 24) Contract assets from related parties - current (Notes 4, 24 and 32) Notes receivable (Notes 4,11 and 24) Net Accounts receivable (Notes 4,11 and 24) Accounts receivable from related parties (Notes 4,11,24 and 32) Other receivables (Notes 4) Current tax assets (Notes 4 and 26) Inventories (Notes 4 and 12) Prepayments Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss – non-current (Notes 4 and 7) Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) Financial assets at amortized cost - non-current (Notes 4, 9, 10 and 33) Investments accounted for using equity method (Notes 4 and 14) Property, plant and equipment (Notes 4 and 15) Right - of - use assets (Notes 4 and 16) Investment properties (Notes 4 and 17) Other intangible assets (Notes 4 and 18) Deferred tax assets (Notes 4 and 26) Prepayments for equipment Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 4 and 19) Short-term bills payable (Note 19) Contract liabilities - current (Notes 4 and 24) Notes payable (Note 20) Accounts Payable (Note 20) Accounts Payable to related parties (Notes 20 and 32) Other payables (Note 21) Current tax liabilities (Notes 26) Lease liabilities - current (Notes 4, 16 and 32) Other current liabilities (Note 21) Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4 and 26) Lease liabilities - non-current (Notes 4, 16 and 32) Net defined benefit liabilities - non-current (Notes 4 and 22) Guarantee deposits Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 23) Capital stock - common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity attributable to owners of the Company NON - CONTROLLING INTERESTS Total equity TOTAL |
December 31, 2022 Amount % $ 784,464 3 81,411 - 2,261,853 8 107,357 - 1,758 - 4,437 - 537,064 2 1,404,534 5 41,684 - 660 - - - 393,983 2 23,958 - 5,423 - 5,648,586 20 43,733 - 2,401,004 9 11,294 - 10,618,566 38 7,911,538 29 263,949 1 841,880 3 11,992 - 13,898 - 30,031 - 15,424 - 22,163,309 80 $ 27,811,895 100 $ 2,290,000 8 999,088 4 2,084 - 188,745 1 666,974 2 37,276 - 370,160 1 121,860 1 52,153 - 22,970 - 4,751,310 17 1,305,718 5 218,710 1 - - 9,679 - 1,534,107 6 6,285,417 23 6,536,092 23 123,499 - 2,715,883 10 3,185,793 11 7,372,038 27 13,273,714 48 984,599 4 20,917,904 75 608,574 2 21,526,478 77 $ 27,811,895 100 |
December 31, 2021 | ||
|---|---|---|---|---|
| Amount % $ 292,032 1 90,366 1 2,549,259 10 80,537 - 2,625 - 4,437 - 450,089 2 1,177,212 5 34,164 - 2,473 - - - 297,842 1 18,910 - 4,715 - 5,004,661 20 22,022 - 1,999,074 8 17,148 - 9,892,845 39 6,890,696 28 281,342 1 935,834 4 8,404 - 20,690 - 24,106 - - - 20,092,161 80 $ 25,096,822 100 $ 1,780,000 7 1,224,036 5 10,275 - 69,270 - 635,843 3 34,868 - 296,404 1 119,517 1 54,192 - 20,638 - 4,245,043 17 1,187,811 5 233,167 1 35,041 - 11,284 - 1,467,303 6 5,712,346 23 6,536,092 26 66,950 - 2,607,075 11 3,185,793 13 6,092,023 24 11,884,891 48 745,532 3 19,233,465 77 151,011 - 19,384,476 77 $ 25,096,822 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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Universal Cement Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 4, 24 and 32) OPERATING COSTS (Notes 12, 22 and 32) GROSS PROFIT OPERATING EXPENSES (Notes 22, 25 and 32) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (gain) Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES(Notes 14, 25 and 32) Interest income Other income Other gains and losses Interest expenses Share of profit or loss of associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 26) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (Notes 23 and 26) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive income or loss of associates accounted for using the equity method |
2022 Amount % $ 7,055,789 100 5,689,489 81 1,366,300 19 119,394 2 299,545 4 92,355 1 13,916 - 525,210 7 841,090 12 1,982 - 269,741 4 488,752 7 (41,671) (1) 823,435 12 1,542,239 22 2,383,329 34 199,837 3 2,183,492 31 $ 4,106 - 73,867 1 17,190 - |
2021 | ||
|---|---|---|---|---|
| Amount % $ 6,079,107 100 4,947,290 82 1,131,817 18 84,347 2 261,793 4 78,683 1 (3,208) - 421,615 7 710,202 11 1,109 - 207,695 3 (22,352) - (29,292) - 372,900 6 530,060 9 1,240,262 20 126,036 2 1,114,226 18 $ 9,967 1 243,289 4 6,884 - (Continued) |
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Universal Cement Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Share of the other comprehensive income or loss of associates accounted for using the equity method Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT (LOSS) ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 27) Basic Diluted |
2021 Amount % 821) - 94,342 1 146,367 2 146,367 2 240,709 3 $ 2,424,201 34 $ 2,041,395 29 142,097 2 $ 2,183,492 31 $ 2,281,539 32 142,662 2 $ 2,424,201 34 $ 3.12 3.11 |
2021 | ||
|---|---|---|---|---|
| ( |
Amount % 351 - 260,491 5 (53,545) (1) (53,545) (1) 206,946 4 $ 1,321,172 22 $ 1,088,078 18 26,148 - $ 1,114,226 18 $ 1,295,080 21 26,092 1 $ 1,321,172 22 $ 1.66 1.66 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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Universal Cement Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1, 2021 Appropriation of 2020 earnings (Note 23) Legal reserve Cash dividends distributed by the Company - NT$ 1.1 per share From differences between equity purchase price and carrying amount arising from actual acquisition or disposal of subsidiaries ( Note 29) Changes in recognition of associates accounted for using equity method Overdue dividends not collected by shareholders Net profit for the year ended December 31, 2021 Other comprehensive income (loss) for the year ended December 31, 2021, net of income tax Total comprehensive income (loss) for the year ended December 31, 2021 Change in non-controlling interests (Note 23) BALANCE AT DECEMBER 31, 2021 Appropriation of 2021 earnings (Note 23) Legal reserve Cash dividends distributed by the Company - NT$ 1 per share From differences between equity purchase price and carrying amount arising from actual acquisition or disposal of subsidiaries (Note 29) Acquired non-controlling interests of subsidiaries (Note28) Disposals of investments in equity instruments at fair value through other comprehensive income Changes in recognition of associates accounted for using equity method Overdue dividends not collected by shareholders Net profit for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022, net of income tax |
Equity Attributable to Owners of | Equity Attributable to Owners of | Equity Attributable to Owners of | the Company | Total $ 18,656,227 - 718,970 ) 527 605 4 ) 1,088,078 207,002 1,295,080 - 19,233,465 - 653,609 ) 56,211 - - 300 2 ) 2,041,395 240,144 |
Non-controlling Interests $ 129,126 - - ( 2,017 ) - - 26,148 ( 56) 26,092 ( 2,190) 151,011 - - ( 155,893 ) 479,869 - - - 142,097 565 |
Total Equity | Total Equity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital Stock - Common Stock $ 6,536,092 - - - - - - - - - 6,536,092 - - - - - - - - - |
Capital Surplus $ 65,822 - - 527 605 4 - - - - 66,950 - - 56,211 - - 340 2 - - |
Retained Earnings Special Reserve Unappropriated Earnings $ 3,185,793 $ 5,838,490 - ( 115,575 ) - ( 718,970 ) - - - - - - - 1,088,078 - - - 1,088,078 - - 3,185,793 6,092,023 - ( 108,808 ) - ( 653,609 ) - - - - - 1,077 - ( 40 ) - - - 2,041,395 - - |
Other Equity | Total $ 538,530 - - - - - - 207,002 207,002 - 745,532 - - - - 1,077 ) - - - 240,144 |
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| Legal Reserve $ 2,491,500 115,575 - - - - - - - - 2,607,075 108,808 - - - - - - - - |
Special Reserve $ 3,185,793 - - - - - - - - - 3,185,793 - - - - - - - - - |
Exchange Differences on Translating Foreign Operations ( $ 892,298 ) - - - - - - ( 53,545) ( 53,545) - ( 945,843 ) - - - - - - - - 146,367 |
Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income $ 1,396,993 - - - - - - 241,879 241,879 - 1,638,872 - - - - ( 1,077 ) - - - 74,103 |
Remeasurement of Defined Benefit Plans $ 51,052 - - - - - - 18,668 18,668 - 69,720 - - - - - - - - 19,674 |
other | |||||||||||||
( ( |
( ( ( ( ( |
( ( ( ( |
( |
( ( |
$ 17,217 - - - - - - - - - 17,217 - - - - - - - - - |
( |
( ( ( ( |
( ( ( ( |
( ( ( ( ( ( ( |
$ 18,785,353 - 718,970 ) 1,490 ) 605 4 ) 1,114,226 206,946 1,321,172 2,190) 19,384,476 - 653,609 ) 99,682 ) 479,869 - 300 2 ) 2,183,492 240,709 |
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(Continued)
Universal Cement Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)
| Total comprehensive income (loss) for the year ended December 31, 2021 Change in non-controlling interests (Note 23) BALANCE AT DECEMBER 31, 2022 |
Equity Attributable to Owners of | Equity Attributable to Owners of | Equity Attributable to Owners of | the Company | Total 2,281,539 - $ 20,917,904 |
Non-controlling Interests 142,662 ( 9,075) $ 608,574 |
Total Equity | Total Equity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital Stock - Common Stock - - $ 6,536,092 |
Capital Surplus - - $ 123,499 |
Retained Earnings Special Reserve Unappropriated Earnings - 2,041,395 - - $ 3,185,793 $ 7,372,038 |
Other Equity | Total 240,144 - $ 984,599 |
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| Legal Reserve - - $ 2,715,883 |
Special Reserve - - $ 3,185,793 |
Exchange Differences on Translating Foreign Operations 146,367 - ($ 799,476) |
Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income 74,103 - $ 1,711,898 |
Remeasurement of Defined Benefit Plans 19,674 - $ 89,394 |
other | |||||||||||||
( |
( |
- - $ 17,217 |
( |
( |
2,424,201 9,075) $ 21,526,478 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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Universal Cement Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2021 (In Thousands of New Taiwan Dollars)
| 2022 CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax $ 2,383,329 Adjustments for: Depreciation expenses 175,370 Amortization expenses 2,657 Expected credit loss (gain) recognized 13,916 Net gain on fair value changes of financial assets designated as at fair value through profit or loss 12,244 Interest expenses 41,671 Interest income (1,982) Dividend income (227,609) Share of profit of associates (823,435) Loss (Gain) on disposal of property, plant and equipment net (3,968) Gain on disposal of investment properties (403,203) Gain on disposal of other intangible assets - Gain on disposal of associates (373,540) Inventory write-downs 461 Impairment losses on assets 274,161 Gains on defeasance (44,029) Changes in operating assets and liabilities Contract assets (Including related parties) 1,064 Notes receivable (86,975) Accounts receivable (Including related parties) (248,955) Other receivables 1,888 Inventories (96,602) Prepayments (5,048) Other current assets 642 Contract liabilities (8,191) Notes payable (Including related parties) 119,468 Accounts payable (Including related parties) 33,539 Other payables 73,788 Other current liabilities 2,503 Net defined benefit liability (2,330) Cash generated from operations 809,550 Interest received 1,974 Dividends received 406,771 Income tax paid (205,228) Net cash generated from operating activities 1,013,067 CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions of financial assets at fair value through other comprehensive income (38,916) Proceeds from the liquidation of financial assets at fair value through other comprehensive income - Increase in financial assets at amortized cost (22,060) |
2021 $ 1,240,262 173,235 3,183 (3,208) 4,201 29,292 (1,109) (160,502) (372,900) 17 - (2,989) 272 - - 8,234 14,742 (261,593) (1,164) (14,669) 29,653 2,959 5,818 (63,727) 130,364 7,284 613 (19,042) 749,226 1,109 699,022 (67,146) 1,382,211 (552,449) - (5,726) (Continued) |
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Universal Cement Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2021 (In Thousands of New Taiwan Dollars)
| Decrease in financial assets at amortized cost Acquisitions of financial assets at fair value through profit or loss Refunds from financial assets at fair value through profit or loss Acquisitions of investments accounted for using equity method Net cash outflow of acquired subsidiary (Note28) Payments for property, plant and equipment Refunds from disposal of property, plant and equipment Payments for intangible assets Refunds from disposal of intangible assets Payments for investment properties Refunds from disposal of investment properties Decrease in other non-current assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments from short-term bills payable Proceeds from guarantee deposits received Refund of guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid to owners of the Company Acquisitions of non-controlling interests Interest Paid Dividends paid to non-controlling interests Net cash used in financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2021 $ 16,094 (25,000) - (47,928) (9,300) (320,210) 6,462 (6,245) - (3,956) 499,950 - 48,891 510,000 ( 225,000 ) 665 ( 2,270 ) ( 50,970 ) ( 653,609 ) ( 99,682 ) ( 39,585 ) ( 9,075) ( 569,526) 492,432 292,032 $ 784,464 |
2021 $ 25,295 (176,719) 60,608 (27,000) - (203,984) 10 (3,523) 3,000 (210) - 379 (880,319) 313,000 (8,000) 655 (260) (59,836) (718,970) (1,490) (27,434) (2,190) (504,525) (2,633) 294,665 $ 292,032 |
|---|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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Universal Cement Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
1. GENERAL INFORMATION
Universal Cement Corporation (the Company) was incorporated in the Republic of China (ROC) in March 1960. The Company mainly manufactures and sells cement, ready mixed concrete and gypsum board panels.
The Company’s shares have been listed on the Taiwan Stock Exchange (TWSE) since February 1971.
The consolidated financial statements are presented in the Company’s functional currency, New Taiwan dollar.
2. APPROVAL OF FINANCIAL STATEMENTS
The accompanying consolidated financial statements were approved by the Company’s board of directors on March 16, 2023.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- a. The initial application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).
Except for the following, the application of the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Group’s accounting policies:
The initial application of the amendments to the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Group’s accounting policies.
- b. The IFRSs endorsed by the FSC for application starting from 2023
Effective Date New IFRSs Announced by IASB Amendments to IAS 1 “Disclosure of Accounting Policies” January 1, 2023 (Note 1) Amendments to IAS 8 “Definition of Accounting Estimates” January 1, 2023 (Note 2) Amendments to IAS 12 “Deferred Tax related to Assets and January 1, 2023 (Note 3) Liabilities arising from a Single Transaction”
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Note 1: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
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Note 2: The amendments will be applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
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Note 3: Except for deferred taxes that were recognized on January 1, 2022 for temporary differences
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associated with leases and decommissioning obligations, the amendments were applied prospectively to transactions that occur on or after January 1, 2022.
As of the date the financial statements were authorized for issue, the Group has assessed that the adoption of other standards or interpretations will not have a significant impact on the Group’s financial position and performance.
- c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New IFRSs
Effective Date Announced by IASB (Note 1)
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between an Investor and its Associate or Joint Venture” Amendments to IFRS 16 “Leases Liability in a Sale and Leaseback” January 1, 2024 (Note 2) IFRS 17 “Insurance Contract” January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IFRS 17 “Initial Application of IFRS 9 and IFRS January 1, 2023 17-Comparative Information” Amendments to IAS 1 “Classification of Liabilities as Current or January 1, 2024 Non-current” Amendments to IAS 1 “Non-current Liabilities with Covenants” January 1, 2024
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Note 1:Except for otherwise stated, the newly issued/revised/amended standards or interpretations become effective after the annual reporting period starting on the respective dates.
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Note 2: A seller-lessee shall apply the Amendments to IFRS 16 retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS 16.
As of the date of approving the issuance of this consolidated financial report, the Group is still evaluating the effects of amendments to other standards and interpretations on the financial positions and financial performance; relevant effects are to be disclosed upon the completion of the evaluation.
- Amendments to IAS 1 “Disclosure of Accounting Policies”
The amendments stated that the Group shall determine the information on significant accounting policies to be disclosed based on the definition of materiality. Where it is reasonably expected that the information on significant accounting policies would affect the decisions made by primary users of the financial statement for general purposes based on such financial statements, such information on significant accounting policies is material. The amendments also clarified :
-
(1) Information on accounting policies related to immaterial transactions, other matters or circumstances is immaterial, and the Group is not required to disclose such information.
-
(2) The Group may determine the information on accounting policies related to immaterial transactions, other matters or circumstances is material due to its nature, even in the case when the amounts are immaterial.
-
(3) All information on accounting policies not related to immaterial transactions, other matters or circumstances is material.
In addition, the amendments provided examples describing that the information may be material when it is related to material transactions, other matters or circumstances under the following
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circumstances:
-
(1) The Group changed its accounting policies during the reporting period, and such changes resulted in significant changes in the information of the financial statements;
-
(2) The Group elected applicable accounting policies from options permitted by the standards;
-
(3) As no requirement is provided under any specific standards, the Group established the accounting policies based on IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”;
-
(4) Relevant accounting policies where the Group disclosed the decisions that required significant judgments or assumptions; or
-
(5) Information that involves complicated accounting requirements and users of the financial statements depends on such information to understand material transactions, other matters or circumstances.
-
Amendments to IAS 8 “Definition of Accounting Estimates”
The amendments stipulated that accounting estimates are monetary amounts in the financial statements affected by measurement uncertainties. Upon the application of accounting policies, the Group may not be able to directly observe, but have to estimate the monetary amounts to measure the items in the financial statements. Therefore, accounting estimates shall be established by using the measuring techniques and inputs to serve such purposes. Where effects arising from the changes in measuring techniques and inputs are not corrections to errors during the previous period, such changes are changes in accounting estimates.
Except for the effects above, as of the date of approving the issuance of this consolidated financial report, the Group is still evaluating the effects of amendments to other standards and interpretations on the financial positions and financial performance; relevant effects are to be disclosed upon the completion of the evaluation.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- a. Statement of compliance
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.
- b. Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value, and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
-
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
-
15 -
-
3) Level 3 inputs are unobservable inputs for the assets or liabilities.
-
c. Classification of current and non-current assets and liabilities
Current assets include:
-
1) Assets held primarily for the purpose of trading;
-
2) Assets expected to be realized within 12 months after the reporting period; and
-
3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
Current liabilities include:
-
1) Liabilities held primarily for the purpose of trading;
-
2) Liabilities due to be settled within 12 months after the reporting period; and
-
3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
- d. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e. its subsidiaries).
Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company.
All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
See Note 13 and table 6 for detailed information on subsidiaries (including percentages of ownership and main business).
- e. Business combinations
Acquisitions of businesses are accounted for using the acquisition method. Goodwill is measured as the excess of the sum of the consideration transferred and the fair value of the acquirer’s previously held equity interests in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.If, after re-assessment, the net of the acquisition date amounts of
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the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, and the fair value of the acquirer’s previously held interests in the acquiree, the excess is recognized immediately in profit or loss as a bargain purchase gain.
When a business combination is achieved in stages, the Group’s previously held equity interest in an acquiree is remeasured to fair value at the acquisition date, and the resulting gain or loss is recognized in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognized in other comprehensive income are recognized on the same basis as would be required had those interests been directly disposed of by the Group.
f. Foreign currencies
In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income.
Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.
For the purpose of presenting consolidated financial statements, the functional currencies of the Group entities (including subsidiaries in other countries that use currencies which are different from the currency of the Company) are translated into the presentation currency, the New Taiwan dollars as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income (attributed to the owners of the Company and non-controlling interests as appropriate).
g. Inventories
Inventories consist of raw materials and supplies, merchandise, finished goods and work-in-process. Inventories are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.
h. Investment in associates
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture.
The Group uses the equity method to account for its investments in associates.
Under the equity method, an investment in an associate is initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group’s share of equity of associates.
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Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets and liabilities of an associate at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.
When the Group subscribes for additional new shares of the associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus – changes in capital surplus from investments in associates accounted for using the equity method. If the Group’s ownership interest is reduced due to the additional subscription of the new shares of associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.
When the Group’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Group’s net investment in the associate), the Group discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.
The entire carrying amount of the investment is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
The Group discontinues the use of the equity method from the date on which its investment ceases to be an associate. Any retained investment is measured at fair value at that date and the fair value is regarded as its fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required had that associate directly disposed of the related assets or liabilities.
When a group entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Group’s consolidated financial statements only to the extent that interests in the associate are not related to the Group.
- i. Property, plant and equipment
Property, plant and equipment are measured at cost, less accumulated depreciation and accumulated impairment loss.
Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for intended use.
Depreciation on property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
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On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.
- j. Investment properties
Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties also include land held for a currently undetermined future use.
Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.
For a transfer of classification from property, plant and equipment to investment properties, the deemed cost of the property for subsequent accounting is its carrying amount at the end of owner-occupation.
On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.
- k. Intangible assets
Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
- l. Impairment of property, plant and equipment, investment properties, right-of-use assets and intangible assets
At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, investment properties, right-of-use assets and intangible assets to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
- m. Financial instruments
Financial assets and financial liabilities are recognized when a Group entity becomes a party to the contractual provisions of the instruments.
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Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
- a) Measurement category
Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI
i. Financial assets at FVTPL
Financial assets are classified as at FVTPL when such a financial asset is mandatorily classified or designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.
Financial assets at FVTPL are subsequently measured at fair value, with dividends or interest and any remeasurement gains or losses on such financial assets are recognized in other gains or losses. Fair value is determined in the manner described in Note 31.
- ii. Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
-
i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
-
ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, notes receivable, accounts receivable, other receivables and financial assets at amortized cost, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:
-
i) Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and
-
ii) Financial assets that are not credit-impaired on purchase or origination but have subsequently become credit-impaired, for which interest income is calculated by
-
20 -
applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.
-
A financial asset is credit impaired when one or more of the following events have occurred:
-
i) Significant financial difficulty of the issuer or the borrower;
-
ii) Breach of contract, such as a default;
-
iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization; or
-
iv) The disappearance of an active market for that financial asset because of financial difficulties.
Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.
- iii. Investments in equity instruments at FVTOCI
On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
- b) Impairment of financial assets and contract assets
The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including accounts receivable), as well as contract assets.
The Group always recognizes lifetime expected credit losses (i.e. ECLs) on accounts receivable and contract assets. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
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For internal credit risk management purposes, the Group determines that the following situations indicate that a financial asset is in default (without taking into account any collateral held by the Group):
-
i. Internal or external information shows that the debtor is unlikely to pay its creditors.
-
ii. When a financial asset is more than 365 days past due unless the Group has reasonable and corroborative information to support a more lagged default criterion.
The impairment loss of all financial assets is recognized in profit or loss by a reduction in their carrying amounts through a loss allowance account.
- c) Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.
2) Equity instruments
Equity instruments issued by a Group entity are classified as equity in accordance with the substance of the contractual arrangements and the definitions of an equity instrument.
Equity instruments issued by a Group entity are recognized at the proceeds received, net of direct issue costs.
The repurchase of the Company’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Company’s own equity instruments.
- 3) Financial liabilities
a) Subsequent measurement
All the financial liabilities are measured at amortized cost using the effective interest method.
b) Derecognition of financial liabilities
The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
- n. Revenue recognition
The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
Revenue from the sale of goods
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Revenue from the sale of goods comes from sales of cement, ready mixed concrete and gypsum board panels. Sales of cement, ready mixed concrete and gypsum board panels are recognized as revenue when the goods are shipped because it is the time when the customer has full discretion over the manner of distribution, has the primary responsibility for sales to future customers and bears the risks of obsolescence. Accounts receivable and contract assets are recognized concurrently. Certain payments, which are retained by the customer as specified in the contract, are intended to ensure that the Group adequately completes all of its contractual obligations. Such retention receivables are recognized as contract assets until the Group satisfies its performance obligations. When the customer initially purchases cement, the transaction price received is recognized as a contract liability until the goods have been delivered to the customer.
o. Leases
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.
1) The Group as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases.
When a lease includes both land and building elements, the Group assesses the classification of each element separately as a finance or an operating lease based on the assessment as to whether substantially all the risks and rewards incidental to ownership of each element have been transferred to the lessee. The lease payments are allocated between the land and the building elements in proportion to the relative fair values of the leasehold interests in the land element and building element of the lease at the inception of a contract. If the allocation of the lease payments can be made reliably, each element is accounted for separately in accordance with its lease classification. When the lease payments cannot be allocated reliably between the land and building elements, the entire lease is generally classified as a finance lease unless it is clear that both elements are operating leases; in which case, the entire lease is classified as an operating lease.
2) The Group as lessee
The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for by applying recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the lessee’s incremental borrowing rate.
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Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. The Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.
p. Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
Other than stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.
-
q. Employee benefits
-
1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.
- 2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service costs (including current service cost, as well as gains and losses on settlements) and net interest on the net defined benefit liability (asset) are recognized as employee benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liability (asset) represents the actual deficit (surplus) in the Group’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.
- r. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
- 1) Current tax
The Group determines its current income (loss) according to the regulations established by the jurisdictions of the tax return to calculate its income tax payable (recoverable).
According to the Income Tax Law of ROC, an additional tax of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain the earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current years’ tax
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provision.
2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and unused loss carryforwards to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
3) Current and deferred taxes
Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group's accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
Where the amendments to estimates only affect the current period, such amounts shall be recognized during the period when the amendments occurred. Where the amendments to estimates affect the current and future periods, such amounts shall be recognized during the period when the amendments occurred and in the future period.
The accounting policies adopted by the Group do not involve material accounting judgments, estimations and assumptions.
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6. CASH AND CASH EQUIVALENTS
| Cash on hand Checking accounts and demand deposits Cash equivalent (investments with original maturities less than 3 months) Time deposits |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 518 729,324 54,622 $ 784,464 |
2021 $ 414 239,618 52,000 $ 292,032 |
The ranges of interest rates for time deposits were 0.32%~4.8% and 0.06%~0.41% per annum as of December 31, 2022 and 2021
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
| December 31 2022 2021 Financial assets mandatorily classified as at FVTPL-Current Non-derivative financial assets Domestic Listed shares and emerging market shares $ 80,984 $ 89,895 Mutual funds 427 471 $ 81,411 $ 90,366 Financial assets mandatorily classified as at FVTPL-Non-current Non-derivative financial assets Limited Partnership $ 43,733 $ 22,022 FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME December 31 2022 2021 Investments in equity instruments at FVTOCI-Current Domestic investments Listed shares and emerging market shares $ 2,261,853 $ 2,549,259 Investments in equity instruments at FVTOCI-Non-current Domestic investments Listed OTC Private Equity $ 510,400 $ 458,700 Unlisted shares 1,890,604 1,540,374 $ 2,401,004 $ 1,999,074 |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 2,261,853 $ 510,400 1,890,604 $ 2,401,004 |
2021 $ 2,549,259 $ 458,700 1,540,374 $ 1,999,074 |
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
These investments in equity instruments are held for medium to strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for strategic purposes.
Chia Huan Tung Cement Corporation completed its liquidation and returned a share capital of $21,039 thousand during 2021. Relevant other interests – unrealized losses on financial assets at fair value through
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other comprehensive income of $84,238 thousand are transferred to retained earnings.
The Group purchase 22 million common share of Creative Sensor Inc. via private offering in November, 2021. The holding of the share is still subject to three-year lock up period. The investment is regarded as for strategic purposes and therefore the value of which is assessed at FVTOCI.
9. FINANCIAL ASSETS AT AMORTIZED COST
| Current Time deposits with original maturity of more than 3 months (a) Pledged time deposits (a) Non-current Pledged time deposits (a) Refundable deposits |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 107,290 67 $ 107,357 $ 5,510 5,784 $ 11,294 |
2021 $ 75,390 5,147 $ 80,537 $ 10,215 6,933 $ 17,148 |
-
a. The ranges of interest rates for time deposits with original maturities of more than 3 months were approximately 1.00%-1.44% and 0.09%-0.815% per annum as of December 31, 2022 and 2021, respectively. The information on pledged time deposits is set out in Note 34.
-
b. Refer to Note 10 for information relating to the credit risk management and impairment of investments in financial assets at amortized cost.
10. CREDIT RISK MANAGEMENT FOR INVESTMENTS IN DEBT INSTRUMENTS
Investments in debt instruments were classified as at amortized cost.
| Financial assets at amortized cost - current Financial assets at amortized cost - non-current |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 107,357 11,294 $ 118,651 |
2021 $ 80,537 17,148 $ 97,685 |
The Group invests only in debt instruments that have low credit risk for the purpose of impairment assessment. The credit rating information is supplied by independent rating agencies. In determining the expected credit losses for debt instrument investments, the Group considers the historical default rates of each credit rating supplied by external rating agencies, the current financial condition of debtors, and the future prospects of the industries. Due to the debt instrument investments have low credit risk and sufficient ability to settle contractual cash flows, as of December 31, 2022 and 2021, no expected credit losses have been recognized in financial assets measured at amortized cost.
- 27 -
11. NOTES RECEIVABLE, ACCOUNTS RECEIVABLE (INCLUDING RELATED PARTIES)
| Notes receivable At amortized cost Notes receivable - operating Notes receivable - non-operating Accounts receivable (Including related parties) At amortized cost Less: Allowance for impairment loss Notes receivable |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 536,731 333 $ 537,064 $ 1,465,455 19,237 $ 1,446,218 |
2021 $ 449,757 332 $ 450,089 $ 1,216,500 5,124 $ 1,211,376 |
The Group analyzed notes receivable was not past due based on past due status, and the Group did not recognize an expected credit loss for notes receivable as of December 31, 2022 and 2021.
Accounts receivable (Including related parties)
The average collection period for receivables due to sales was between 30 to 90 days. No interest was charged on accounts receivable. In order to minimize credit risk, the management of the Company has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Group’s credit risk was significantly reduced.
The Group recognizes loss allowance based on the use of lifetime expected credit losses on accounts receivable. The expected credit losses on accounts receivable are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of economic conditions at the reporting date. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group’s different customer base.
The Group writes off an account receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For account receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
The following table details the loss allowance of accounts receivables based on the Group’s provision matrix.
- 28 -
December 31, 2022
| Less than | 31 to 60 | 61 to 90 | 91 to 120 | 91 to 120 | 121 to 150 | 121 to 150 | 151 to 365 | 151 to 365 | Over 365 | Over 365 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 30 Days | Days | Days | Days | Days | Days | Days | Total | |||||||||
| Expected credit loss rate | 0.10%~ |
0.27%~ |
0.67%~ |
2.17%~ |
10.49%~ |
27.53%~ |
100% | |||||||||
| 5.48% | 1.45% | 2.11% | 3.68% | 10.58% | 44.98% | |||||||||||
| Gross carrying amount | $1,013,800 | $260,123 | $120,513 | $ | 29,878 | $ | 5,285 | $ | 34,008 | $ | 1,848 | $1,465,455 | ||||
| Loss allowance (Lifetime | ( | 2,969 ) |
( 1,115) | ( | 1,362 ) |
( | 895 ) | ( | 551 ) | ( | 10,497 ) | ( | 1,848 ) | ( 19,237 ) | ||
| ECL) | ||||||||||||||||
| Amortized cost | $1,010,831 | $259,008 | $119,151 | $ | 28,983 | $ | 4,734 | $ | 23,511 | $ | - |
$1,446,218 | ||||
| December 31, 2021 | ||||||||||||||||
| Less than | 31 to 60 | 61 to 90 | 91 to 120 | 121 to 150 | 151 to 365 | Over 365 | ||||||||||
| 30 Days | Days | Days | Days | Days | Days | Days | Total | |||||||||
| Expected credit loss rate | 0.05% ~ 11.53% |
0.14% ~ 0.44% |
0.41% ~ 0.75% |
1.24% ~ 1.52% |
2.89% ~ 7.17% |
9.74% ~ 23.42% |
100% | |||||||||
| Gross carrying amount | $ 878,071 | $ 193,615 | $ 88,756 | $ | 46,085 |
$ | 5,255 |
$ | 2,508 |
$ | 2,210 |
$1,216,500 | ||||
| Loss allowance (Lifetime | (1,057) | (442) | (480) | (632) | (196) | (107) | (2,210) | (5,124) | ||||||||
| ECL) | ||||||||||||||||
| Amortized cost | $ 877,014 | $ 193,173 |
$ 88,276 |
$ | 45,453 |
$ | 5,059 |
$ | 2,401 |
$ | - |
$1,211,376 |
The movements of the loss allowance of contract asset and accounts receivable (Including related parties) were as follows:
December 31,2022
| Contract Asset (Including related parties) Accounts Receivable (Including related parties) Balance at January 1, 2021 $ 1,746 $ 5,124 Less: Net remeasurement of loss allowance ( 197) 14,113 Less: Amounts written off Balance at December 31, 2021 $ 1,549 $ 19,237 December 31, 2021 Contract Asset (Including related parties) Accounts Receivable (Including related parties) Balance at January 1, 2021 $ 3,369 $ 9,708 Add: Net remeasurement of loss allowance ( 1,623 ) ( 1,585 ) ( Less: Amounts written off - ( 2,999) ( Balance at December 31, 2021 $ 1,746 $ 5,124 |
Total $ 6,870 13,916 $ 20,786 Total $ 13,077 3,208 ) 2,999) $ 6,870 |
|---|---|
- 29 -
12. INVENTORIES
| Merchandise Finished goods Work in process Raw materials and supplies |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 68,903 91,106 23,180 210,794 $ 393,983 |
2021 $ 9,608 82,971 10,037 195,226 $ 297,842 |
The cost of inventories recognized as cost of goods sold for the years ended December 31, 2022 and 2021 was $ 5,689,489 thousand and $ 4,947,290 thousand, respectively.
For the years ended December 31, 2022 and 2021, the cost of goods sold included inventory write-downs amounting to $461 thousand and $272 thousand, respectively.
13. SUBSIDIARIES
Subsidiaries included in the consolidated financial statements were as follows:
| Investor Investee Nature of Activities Universal Cement Corporation Chiayi Concrete Industrial Corporation Manufacturing and marketing of ready-mixed concrete 〞Huanchung Cement International Corporation Manufacturing, marketing, importing and exporting of cement and cement clinker 〞Kaohsiung Harbor Transport Company Trucking operation 〞Universal Investment Corporation Investment activities 〞Universal Concrete Industrial Corporation Manufacturing and marketing of ready-mixed concrete and gravel 〞Uneo Incorporated Marketing of electronic products Li Yong Development Corporation Investment activities, trading for real estate and leasing business Tainan Concrete Industrial Corp. Manufacturing and marketing of ready-mixed concrete Universal Investment Corporation Universal Concrete Industrial Corporation Manufacturing and marketing of ready-mixed concrete and gravel 〞Chiayi Concrete Industrial Corporation Manufacturing and marketing of ready-mixed concrete 〞Huanchung Cement International Corporation Manufacturing, marketing, importing and exporting of cement and cement clinker Tainan Concrete Industrial Corp. Manufacturing and marketing of ready-mixed concrete |
Proportion of Ownership December 31 2022 2021 Remark 86.63 86.63 - 69.99 69.99 - 100.00 100.00 - 100.00 100.00 - 58.12 58.12 - 100.00 100.00 - 100.00 100.00 - 67.45 42.17 0.87 0.87 - 0.01 0.01 - 0.01 0.01 - 0.33 0.33 |
|---|---|
Note : The Company acquired 759 thousand shares and 120 thousand shares held by the non-controlling interest of Tainan Concrete Industrial Corp. between January to September in 2022, and October to November in 2021, resulting in an increase in shareholding ratio. In addition, the company acquired control of Tainan Concrete Industrial Corp. in March 2022 and included in subsidiaries. Please refer to Note 28.
14. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
December 31 2022
2021
- 30 -
| Material associate Lioho Machine Works Ltd. Associates that are not individually material Tainan Concrete Industrial Corporation(Note) |
$ 10,618,566 - $ 10,618,566 |
$ 9,810,902 81,943 |
|---|---|---|
| $ 9,892,845 |
Note : For the changes of investment in Tainan Concrete Industrial Corporation, please refer to Note 28.
a. Material associates
| Name of Associate Lioho Machine Works Ltd. |
Proportion of Ownership and Voting Rights |
|---|---|
| December 31 | |
| 2022 2021 29.86% 29.86% |
Refer to Table 6 “Information on Investees” for the nature of activities, principal place of business and country of incorporation of the associates.
The share of net income and other comprehensive income from associates under equity method were accounted for based on the audited financial statements.
The summarized financial information below represents amounts shown in the financial statements of Lioho Machine Works Ltd. which were prepared in accordance with IFRSs and adjusted by the Group for equity accounting purposes.
| Equity Operating revenue Net profit for the year Other comprehensive gain Dividends received from Lioho Machine Works Ltd. |
December 31 | December 31 | |
|---|---|---|---|
| 2022 2021 $ 35,561,344 $ 32,856,494 For the Year Ended December 31 |
|||
| 2022 2021 $ 12,040,246 $ 7,518,260 $ 2,756,092 $ 1,240,141 $ 545,750 $ (154,295) $ 179,162 $ 537,489 |
- 31 -
15. PROPERTY, PLANT AND EQUIPMENT
| Land Cost Balance at January 1, 2021 $ 5,096,927 Additions - Disposals - Reclassification from investment properties (491,945) Balance at December 31, 2021 $ 4,604,982 Accumulated depreciation and impairment Balance at January 1, 2021 $ - Depreciation expense - Disposals - Balance at December 31, 2021 $ - Carrying amounts at December 31, 2021 $ 4,604,982 Cost Balance at January 1, 2022 $ 4,604,982 Additions 222,325 Disposals ( 2,493) Reclassification to investment properties 1,105,512 Balance at December 31, 2022 $ 5,930,326 Accumulated depreciation and impairment Balance at January 1, 2022 $ - Depreciation expense - Disposals - Balance at December 31, 2022 $ - Carrying amounts at December 31, 2022 $ 5,930,326 |
Buildings Machinery and equipment Transportation equipment Other equipment $ 1,691,783 $ 3,404,810 $ 560,782 $ 758,574 359,503 67,043 111,831 27,159 (39 ) (6,340 ) (5,812 ) (10,378 ) - - - - $ 2,051,247 $ 3,465,513 $ 666,801 $ 775,355 $ 1,149,928 $ 3,213,110 $ 483,020 $ 556,657 24,257 36,831 31,131 20,100 (12) (6,340) (5,812) (10,378) $ 1,174,173 $ 3,243,601 $ 508,339 $ 566,379 $ 877,074 $ 221,912 $ 158,462 $ 208,976 $ 2,051,247 $ 3,465,513 $ 666,801 $ 775,355 5,108 24,396 10,952 10,721 - ( 18,012) ( 489) ( 3,042) 1,898 592 - 49 $ 2,058,253 $ 3,472,489 $ 677,264 $ 783,083 $ 1,174,173 $ 3,243,601 $ 508,339 $ 566,379 30,300 37,736 33,140 21,109 - ( 18,011) ( 489) ( 3,042) $ 1,204,473 $ 3,263,326 $ 540,990 $ 584,446 $ 853,780 $ 209,163 $ 136,274 $ 198,637 |
Construction in progress Total $ 672,915 $12,185,791 249,380 814,916 - (22,569 ) - (491,945) $ 922,295 $12,486,193 $ 103,005 $ 5,505,720 - 112,319 - (22,542) $ 103,005- $ 5,595,497 $ 819,290 $ 6,890,696 $ 922,295 $12,486,193 38,229 311,731 - ( 24,036) - 1,108,051 $ 960,524 $13,881,939 $ 103,005 $ 5,595,497 - 122,285 - ( 21,542) 274,161 274,161 $ 377,166 $ 5,970,401 $ 583,358 $ 7,911,538 |
|---|---|---|
There are indications of impairment due to the expected lower production capacity of certain
equipment in our Lujhu gypsum board plant. Therefore, the Group performed an impairment test in 2022 and recognized an impairment loss of $274,161 thousand in non-operating expenses.
The future recoverable amount is determined using the replacement cost method, taking into account all costs required to replace or build an entirely new asset under the current condition, less the physical depreciation, functional depreciation, and economic depreciation incurred to the assets of appraisal.
The above items of property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives as follows:
Buildings Main buildings 20-60 years Outbuildings and construction 2-16 years Engineering systems 9-16 years Machinery and equipment 2-21 years Transportation equipment 2-7 years Other equipment 2-20 years
- 32 -
16. LEASE ARRANGEMENTS
a. Right-of-use assets
| Carrying amounts Land Buildings Machinery Additions to right-of-use assets Depreciation charge for right-of-use assets Land Buildings Machinery |
**December 31 ** | **December 31 ** | ||
|---|---|---|---|---|
| 2022 2021 $ 2,102 $ 3,001 246,568 269,633 15,279 8,708 $ 263,949 $ 281,342 **For the Year Ended December 31 ** |
||||
| 2022 $ 59,390 $ 843 46,747 4,332 $ 51,922 |
2021 $ 32,251 $ 806 55,199 3,732 $ 59,737 |
b. Lease liabilities
| Carrying amounts Current Non-current Ranges of discount rates for lease liabilities were as follows: Land Buildings Machinery |
December 31 | |
|---|---|---|
| 2022 2021 $ 52,153 $ 54,192 $ 218,710 $ 233,167 December 31 |
||
| 2022 2021 1.422% - 1.71% 1.422% - 1.71% 0.9% - 1.71% 0.9% - 1.71% 0.9% - 1.95% 0.9% - 1.42% |
- c. Material lease-in activities and terms
The Group leases certain land, buildings and machinery for the use of plants and offices with lease terms of 3 to 10 years. The Group is prohibited from subleasing or transferring all or any portion of the land and buildings leased from Taiwan International Port Corporation without the lessor’s consent.
-
d. Other lease information
-
33 -
| Expenses relating to short-term leases Expenses relating to low-value assets leases Total cash outflow for leases |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2022 $ 10,901 $ 585 $ 66,127 |
2021 $ 3,812 $ 430 $ 68,332 |
The Group leases certain assets which qualify as short-term leases and low-value asset leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.
17. INVESTMENT PROPERTIES
| Cost Balance at January 1, 2021 Disposals Reclassification to property, plant and equipment Balance at December 31, 2021 Accumulated depreciation and impairment Balance at January 1, 2021 Depreciation expense Balance at December 31, 2021 Carrying amounts at December 31, 2021 |
Land $ 495,413 210 491,945 $ 987,568 $ 80,167 - $ 80,167 $ 907,401 |
Buildings $ 169,977 - - $ 169,977 $ 140,365 1,179 $ 141,544 $ 28,433 |
Total $ 665,390 210 491,945 $ 1,157,545 $ 220,532 1,179 $ 221,711 $ 935,834 |
|---|---|---|---|
(Continued)
- 34 -
| Cost Balance at January 1, 2022 Additions Disposals ( Balance at December 31, 2022 Accumulated depreciation and impairment Balance at January 1, 2022 Disposals ( Depreciation expense Balance at December 31, 2022 Carrying amounts at December 31, 2022 |
Land $ 987,568 3,956 114,650) ( $ 876,874 $ 80,167 17,903 ) ( - $ 62,264 $ 814,610 |
Buildings $ 169,977 - 24,705) ( $ 145,272 $ 141,544 24,705 ) ( 1,163 $ 118,002 $ 27,270 |
Total $ 1,157,545 3,956 139,355) $ 1,022,146 $ 221,711 42,608 ) 1,163 $ 180,266 $ 841,880 |
|---|---|---|---|
As of December 31, 2022 and 2021, the Group has not yet completed the property registration of the land amounting to $113,247 thousand and $113,000 thousand because of the restriction in the regulations but the property has been secured with mortgage registration.
The investment properties are depreciated using the straight-line method over 10-61 years of useful lives.
The determination of fair value was performed by independent qualified professional values. The valuation was arrived at by reference to market evidence of transaction prices for similar properties and the fair value as appraised or the management refer to actual transaction price in neighboring areas.
| Fair value | December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 1,991,690 |
2021 $ 2,663,299 |
The maturity analysis of lease payments receivable under operating leases of investment properties were as follows:
| Year 1 Year 2 Year 3 Year 4 Year 5 Year 5 onwards |
December 31 | December 31 | ||
|---|---|---|---|---|
| 2022 $ 12,117 6,658 6,592 6,689 6,689 10,234 $ 48,979 |
2021 $ 22,700 17,550 14,465 12,592 9,689 16,923 $ 93,919 |
- 35 -
18. OTHER INTANGIBLE ASSETS
| Patents | Patents | Licenses and Franchises |
Licenses and Franchises |
Trademarks | Trademarks | Computer Software |
Computer Software |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| Total | ||||||||||
| Cost | ||||||||||
| Balance at January 1, 2021 | $ 8,390 | $ 5,000 | $ 20 | $ 6,472 | $ 19,882 | |||||
| Additions | 288 | 773 | - | 2,462 | 3,523 | |||||
| Disposals | - | (11) | - | - | (11) | |||||
| Balance at December 31, 2021 |
$ 8,678 |
$ 5,762 |
$ 20 |
$ 8,934 |
$ 23,394 | |||||
| Accumulated amortization | ||||||||||
| Balance at January 1, 2021 | $ 4,419 | $ 2,869 | $ 9 | $ 4,510 | $ 11,807 | |||||
| Amortization expense | 682 | 999 | 2 | 1,500 | 3,183 | |||||
| Balance at December 31, 2021 |
$ 5,101 |
$ 3,868 |
$ 11 |
$ 6,010 |
$ 14,990 | |||||
| Carrying amounts at December 31, 2021 |
$ 3,577 |
$ 1,894 |
$ 9 |
$ 2,924 |
$ 8,404 | |||||
| Cost | ||||||||||
| Balance at January 1, 2022 | $ 8,678 | $ 5,762 | $ 20 | $ 8,934 | $ 23,394 | |||||
| Additions | 404 | - | 24 | 5,817 | 6,245 | |||||
| Balance at December 31, 2022 |
$ 9,082 | $ 5,762 | $ 44 | $ 14,751 | $ 29,639 | |||||
| Accumulated amortization | ||||||||||
| Balance at January 1, 2021 | $ 5,101 | $ 3,868 | $ 11 | $ 6,010 | $ 14,990 | |||||
| Amortization expense | 907 | 236 | 3 | 1,511 | 2,657 | |||||
| Balance at December 31, 2022 |
$ 6,008 | $ 4,104 | $ 14 | $ 7,521 | $ 17,647 | |||||
| Carrying amounts at December 31, 2022 |
$ 3,074 | $ 1,658 | $ 30 | $ 7,230 | $ 11,992 | |||||
Other intangible assets are amortized on a straight-line basis over the estimated useful lives as follows:
| Patents | 3-20 years |
|---|---|
| Licenses and franchises | 10 years |
| Trademarks | 10 years |
| Computer Software | 2-5 years |
19. BORROWINGS
a. Short-term borrowings
| Unsecured borrowings Line of credit borrowings |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2022 $ 2,290,000 |
2021 $ 1,780,000 |
The range of interest rates was 1.60% - 1.98% and 0.82% - 0.85% per annum as of December 31, 2022 and 2021.
- 36 -
b. Short-term bills payable
| Commercial papers Less: Unamortized discount on bills payable |
December 31 | December 31 | ||
|---|---|---|---|---|
| 2022 $ 1,000,000 912 $ 999,088 |
2021 $ 1,225,000 964 $ 1,224,036 |
The Group did not provide any collateral over these balance.
Outstanding short-term bills payable as follows:
| Promissory Institutions Nominal Amount December 31, 2022 International Bills Finance Co., Ltd. $ 300,000 Ta Ching Bills Finance Co., Ltd. 100,000 Mega Bills Finance Co., Ltd. 600,000 $ 1,000,000 December 31, 2021 International Bills Finance Co., Ltd. $ 305,000 Ta Ching Bills Finance Co., Ltd. 300,000 China Bills Finance Co., Ltd. 275,000 Taiwan Finance Co., Ltd. 190,000 Mega Bills Finance Co., Ltd. 155,000 $ 1,225,000 |
Discount Amount Carrying Value Interest Rate $ 281 $ 299,719 2.138% 71 99,929 2.158% 560 599,440 2.088% ~ 2.188% $ 912 $ 999,088 $ 164 $ 304,836 0.808% ~ 1.358% 91 299,909 0.848% 375 274,625 0.848% ~ 1.248% 88 189,912 0.848% 246 154,754 0.998% ~ 1.358% $ 964 $ 1,224,036 |
|---|---|
- 37 -
20. NOTES PAYABLE AND ACCOUNTS PAYABLE (INCLUDING RELATED PARTIES)
Notes payable and accounts payable (including related parties) were resulted from operating activities. The average credit period on purchases is 30 to 65 days. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms. Therefore, no interest was charged on the payables.
21. OTHER PAYABLES AND OTHER LIABILITIES
| Other payable Payable for salaries or bonus Payable for taxes Payable for remuneration to directors Payable for remuneration to employees Payable for freight Payables for equipment Payable for annual leave Others Other liabilities Temporary receipts Receipts in advance Others |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 128,794 38,021 35,350 21,094 17,658 11,358 10,772 107,113 $ 370,160 $ 22,380 340 250 $ 22,970 |
2021 $ 115,370 22,419 21,399 20,359 25,175 13,912 12,039 65,749 $ 296,404 $ 19,637 340 661 $ 20,638 |
22. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The Group adopted a pension plan under the Labor Pension Act (the LPA), which is a state-managed defined contribution plan. Under the LPA, the Group makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.
b. Defined benefit plans
The defined benefit plan adopted by the Group in accordance with the Labor Standards Law is operated by the government. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Group contributes amounts equal to 2%~3% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (“the Bureau”); the Group has no right to influence the investment policy and strategy.
In 2022, our company fully settled all employee retirement benefits and applied to the Bureau of Labor
- 38 -
Insurance, MOL to close the pension fund. We are currently awaiting approval from the bureau to receive the remaining balance in the pension fund.
The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:
| Present value of defined benefit obligation Fair value of plan assets Net defined benefit liability |
December 31 | December 31 | |
|---|---|---|---|
( ( |
2022 $ 22,704 38,128) $ 15,424) |
2021 $ 258,000 (222,959) $ 35,041 |
Movements in net defined benefit liability were as follows:
| Present Value of | Present Value of | |||||||
|---|---|---|---|---|---|---|---|---|
| the Defined | ||||||||
| Benefit | Fair | Value of the | Net | Defined | ||||
| Obligation | Plan Assets | Benefit Liability | ||||||
| Balance at January 1, 2021 | $ | 284,147 |
( | $ | 220,097) | $ | 64,050 | |
| Current service cost | 4,284 | - | 4,284 | |||||
| Net interest expense (income) | 995 | ( | 783) | 212 | ||||
| Recognized in profit or loss | 5,279 | ( | 783) | 4,496 | ||||
| Remeasurement | ||||||||
| Return on plan assets (excluding | - | ( | 3,156 ) | ( | 3,156 ) | |||
| amounts included in net interest) | ||||||||
| Actuarial loss - changes in | 12,988 | - | 12,988 | |||||
| demographic assumptions | ||||||||
| Actuarial loss - changes in financial | ( | 17,742 ) | - | ( | 17,742 ) | |||
| assumptions | ||||||||
| Actuarial gain - experience | ( | 2,057) | - | ( | 2,057) | |||
| adjustments | ||||||||
| Recognized in other comprehensive | ( | 6,811) | ( | 3,156) | ( | 9,967) | ||
| income | ||||||||
| Contributions from the employer | - | ( | 23,538 ) | ( | 23,538 ) | |||
| Benefits paid | ( | 24,615) | 24,615 | - | ||||
| Balance at December 31, 2021 | 258,000 | ( | 222,959) | 35,041 | ||||
| Current service cost | 3,342 | - | 3,342 | |||||
| liquidation benefit | ( | 29,800 ) | ( | 14,229 ) | ( | 44,029 ) | ||
| Net interest expense (income) | 1,934 | ( | 1,699) | 235 | ||||
| Recognized in profit or loss | ( | 24,524) | ( | 15,928) | ( | 40,452) | ||
| Remeasurement | ||||||||
| Return on plan assets (excluding | - | ( | 2,725 ) | ( | 2,725 ) | |||
| amounts included in net interest) | ||||||||
| Actuarial gain - changes in financial | ( | 2,061 ) | - | ( | 2,061 ) | |||
| assumptions | ||||||||
| Actuarial gain - experience | 680 | - | 680 | |||||
| adjustments | ||||||||
| Recognized in other comprehensive | ( | 1,381) | ( | 2,725) | ( | 4,106) | ||
| income | ||||||||
| Contributions from the employer | - | ( | 4,047 ) | ( | 4,047 ) | |||
| Benefits paid | ( | 10,882 ) | 9,022 | ( | 1,860 ) | |||
| liquidation | ( | 198,509) | 198,509 | - | ||||
| Balance at December 31, 2022 | $ | 22,704 |
( | $ | 38,128) | ( | $ | 15,424) |
- 39 -
An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans is as follows:
| Operating costs Selling and marketing expenses General and administrative expenses Research and development expenses |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| ( ( ( ( ( |
2022 $ 25,370) 6,803) 6,836) 1,443) $ 40,452) |
2021 $ 2,281 612 1,476 127 $ 4,496 |
Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:
-
1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
-
2) Interest risk: A decrease in the government and corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.
-
3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:
| Discount rate Expected rate of salary increase |
December 31 |
|---|---|
| 2022 2021 1.4% 0.75% 1.63% - 4% 1.63% - 4% |
If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
| Discount rate 0.5% increase 0.5% decrease Expected rate of salary increase 0.5% increase 0.5% decrease |
December 31 | |
|---|---|---|
| ( ( |
2022 2021 $ 791) $ (10,956) $ 834 $ 11,672 $ 805 $ 11,013 $ 770) $ (10,456) |
The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in
- 40 -
isolation of one another as some of the assumptions may be correlated.
| The expected contributions to the plan for the next year The average duration of the defined benefit obligation |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 934 7 - 9years |
2021 $ 6,926 7 - 10 years |
23. EQUITY
a. Share capital
| Number of shares authorized (thousands) Shares authorized Number of shares issued and fully paid (in thousands) Shares issued Capital surplus May be used to offset a deficit, distributed as cash dividends, or transferred to share capital (Note) Treasury share transactions Differences between the actual equity value of subsidiaries acquired or disposed and its carrying amounts. May be used to offset a deficit only Share of changes in equities of associates Overdue dividends not collected by shareholders |
December 31 | December 31 | |
|---|---|---|---|
| 2022 2021 1,000,000 653,609 $ 10,000,000 $ 6,536,092 653,609 653,609 $ 6,536,092 $ 6,536,092 **December 31 ** |
|||
| 2022 $ 21,606 57,156 22,260 22,477 $ 123,499 |
2021 $ 21,606 945 21,920 22,479 $ 66,950 |
b. Capital surplus
Note: Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and once a year).
c. Retained earnings and dividend policy
Under the dividend policy as set forth in the amended Articles, if the Company makes profit in a fiscal year, the profit shall be first utilized to pay taxes, offset losses of previous years, set aside as legal reserve with 10% of the remaining profit, set aside or reverse a special reserve in accordance with the laws and regulations, and lastly, together with any undistributed retained earnings, serve as the basis of
- 41 -
a distribution plan proposed by the Company’s board of directors in accordance with the resolution of the shareholders’ meeting pertaining to the distribution of dividends and bonus to shareholders. For the policies on the distribution of employees’ compensation and remuneration of directors and supervisors after the amendment, refer to employees’ compensation and remuneration of directors and supervisors in Note 25-f.
According to the Company’s Articles, dividends can be distributed by way of stock dividends and cash dividends. However, the ratio for stock dividend shall not exceed 50% of the total distribution unless the value of cash dividends is less than $ 0.5 per share. The distribution of dividends can be adjusted by shareholders based on the Company’s profit, capital status, and operating requirement.
Appropriation of earnings to the legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.
When a special reserve is appropriated for cumulative net debit balance reserves from prior period and cumulative net increases in fair value measurement of investment properties from prior period, the sum of net profit for current period and items other than net profit that are included directly in the unappropriated earnings for current period is used if the prior unappropriated earnings is not sufficient.
The appropriations of 2021 and 2020 earnings have been approved in the shareholders’ meetings on June 14, 2022 and July 27, 2021, respectively. The appropriations and dividends per share were as follows:
| Legal reserve Cash dividends Cash dividends per share (NT$) |
2021 $ 108,808 $ 653,609 $ 1 |
2020 | ||
|---|---|---|---|---|
| $ 115,575 $ 718,970 $ 1.1 |
The appropriation of earnings for 2022 had been proposed by the Company’s board of directors on March 16, 2023. The appropriation and dividends per share were as follows:
| Appropriation of | Appropriation of | Dividends Per | |
|---|---|---|---|
| Earnings | Share (NT$) | ||
| Legal reserve | $ | 240,243 |
|
| Cash dividends | 980,414 | $ 1.5 |
The appropriation of earnings for 2022 will subject to the resolution of the shareholders’ meeting.
- d. Special reserves
| First-time adoption IFRSs | December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 3,185,793 |
2021 $ 3,185,793 |
Because the increase in the retained earnings caused by the first-time adoption of IFRSs was insufficient to be appropriated for provision, the Company had provided for special reserve based on the increase of the retained earnings, an adjustment that was recorded per Company policy on first-time adoption.
- 42 -
e. Other equity items
- 1) Exchange differences on translating the financial statements of foreign operations
| Balance at January 1 Share of exchange difference of associates accounted for using the equity method Balance at December 31 2) Unrealized gain (loss) on financial assets at FVTOCI Balance at January 1 Recognized for the year Unrealized gain (loss) - equity instruments Share from associates accounted for using the equity method Other comprehensive income/(loss) during the year The cumulative profit or loss arising from the disposals of equity instruments is transferred to retained earnings. Balance at December 31 3) Remeasurement of defined benefit plans Balance at January 1 Remeasurement Remeasurement on defined benefit plans related income tax Share from associates accounted for using the equity method Balance at December 31 4) Other equity items Balance at January 1 Share of associates accounted for using the equity method (Note) Balance at December 31 |
**For the year Ended ** | **For the year Ended ** | **For the year Ended ** |
|---|---|---|---|
| 2022 ( $ 945,843) 146,367 ($ 799,476) **For the year Ended ** |
|||
( |
|||
| 2022 $ (17,217) - $ (17,217) |
2021 $ (17,217) - $ (17,217) |
Note: Refer to the forward contract initially recognized for acquiring the equity instruments of subsidiaries.
- 43 -
f. Non-controlling interests
| Balance at January 1 Share in profit (loss) for the year Other comprehensive income/(loss) during the year Unrealized Gains (losses) on financial assets at fair value through profit or loss Remeasurement on defined benefit plans Remeasurement on defined benefit plans related income tax Non-controlling dividend distribution Acquired non-controlling interests of subsidiaries (note 29) Disposal of partial equity(Note 29 Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| $ ( $ |
2022 151,011 142,097 (45) 762 152) (9,075) 479,869 (155,893) 608,574 |
2021 $ 129,126 26,148 (70) 14 (2,190) - (2,017) $ 151,011 |
24. REVENUE
| Revenue from contracts with customers Revenue from sale of goods Revenue from rendering of services a. Contract balances Notes and accounts receivable (Including related parties) Contract assets - current Sale of goods Less: Allowance for impairment loss Contract assets from related parties Sale of goods Less: Allowance for impairment loss Contract liabilities - current Sale of goods |
For the Year Ended December 31 2022 2021 $ 7,051,858 $ 6,072,453 3,931 6,654 $ 7,055,789 $ 6,079,107 December 31 January 1 2022 2021 2021 $ 1,983,282 $ 1,661,465 $ 1,413,029 $ 2,198 $ 3,262 $ 7,114 440 637 1,396 1,758 2,625 5,718 $ 5,546 $ 5,546 $ 9,928 1,109 1,109 1,973 4,437 4,437 7,955 $ 6,195 $ 7,062 $ 13,673 $ 2,084 $ 10,275 $ 4,457 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 | |
|---|---|---|---|---|---|---|
| 2021 $ 6,072,453 6,654 $ 6,079,107 January 1 |
||||||
| 2022 $ 1,983,282 $ 2,198 440 1,758 $ 5,546 1,109 4,437 $ 6,195 $ 2,084 |
2021 $ 1,413,029 $ 7,114 1,396 5,718 $ 9,928 1,973 7,955 $ 13,673 $ 4,457 |
In accordance with the terms of the contract, the customers retain a portion of contract price and the Group recognizes the amount as contract assets before completing the contractual obligations. The Group considers the historical expected loss rates and the state of the industry in estimating expected loss.
- 44 -
| Expected credit loss rate Gross carrying amount of retention receivable Allowance for impairment loss (Lifetime ECLs) |
December 31 | December 31 | |
|---|---|---|---|
( |
2022 20% $ 7,744 1,549 ( $ 6,195 |
2021 20% $ 8,808 1,746 |
|
$ 7,062 |
The movements of the loss allowance of contract assets refer to Note11.
- b. Disaggregation of revenue
| Concrete Cement Gypsum board panels Others |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 4,611,923 1,468,607 934,356 40,903 $ 7,055,789 |
2021 $ 3,971,701 1,284,859 787,072 35,475 |
||
| $ 6,079,107 |
25. PROFIT BEFORE INCOME TAX
- a. Interest income
| Bank deposits b. Other income Rental income - investment properties (Note 17) Dividend income Others c. Other gains and losses Net foreign exchange gains and losses Gain on disposal of investment properties Gain (loss) on disposal of property, plant and equipment Gain on disposal of intangible assets Financial assets mandatorily classified as at FVTPL Gains of related parties(Note 28) Impairment loss on assets Development and design expenses Others |
For the Year Ended | For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|---|
| 2022 $ 1,982 For the Year Ended |
2021 $ 1,109 |
|||
| December 31 | ||||
| 2022 $ 24,340 227,609 17,792 $ 269,741 For the Year Ended |
2021 $ 25,345 160,502 21,848 |
|||
| $ 207,695 | ||||
| December 31 | ||||
( ( ( |
2022 $ 3,463 403,203 3,968 - (12,244) 373,540 274,161 5,143 3,874 $ 488,752 |
2021 $ (542) - (17) 2,989 (4,201) - - (6,286) (14,297) $ 22,352 |
||
| ( |
- 45 -
d. Interest expense
| Interest on loans Interest on lease liabilities Depreciation and amortization Property, plant and equipment Right-of-use assets Investment properties Intangible assets An analysis of depreciation - by function Operating costs Operating expenses Others (as non-operating income and expense) An analysis of amortization - by function Operating costs Operating expenses |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 38,000 3,671 $ 41,671 For the Year Ended |
2021 $ 25,038 4,254 |
||
| $ 29,292 | |||
| December 31 | |||
| 2022 $ 122,285 51,922 1,163 2,657 $ 178,027 $ 114,607 59,600 1,163 $ 175,370 $ 378 2,279 $ 2,657 |
2021 $ 112,319 59,737 1,179 3,183 |
||
| $ 176,418 | |||
| $ 119,825 52,231 1,179 |
|||
| $ 173,235 | |||
| $ 204 2,979 |
|||
| $ 3,183 |
e. Depreciation and amortization
f. Employee benefits expense
| Short-term benefits Salaries Labor and health insurance Others Post-employment benefits Defined contribution plans Defined benefit plans (Note 22) |
For the Year Ended | For the Year Ended | December 31 2021 $ 523,765 51,243 42,885 617,893 21,361 4,496 25,857 $ 643,750 (Continued) |
|---|---|---|---|
( ( |
2022 $ 582,086 55,709 61,496 699,291 25,013 40,452 15,439 $ 683,852 |
- 46 -
| An analysis of employee benefits expense - by function Operating costs Operating expenses |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 412,634 271,218 $ 683,852 |
2021 $ 440,139 203,611 |
||
| $ 643,750 |
- g. Employees’ compensation and remuneration of directors
The Company accrued employees’ compensation and remuneration of directors at the rates no less than 1% and no higher than 3%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors.
The employees’ compensation and remuneration of directors for the year ended December 31, 2022 and 2021 have been approved on March 16, 2023 and March 28, 2022, respectively as follows:
| Accrual rate Employees’ compensation Remuneration of directors Amount |
For the Year Ended December 31 |
|---|---|
| 2022 2021 1.37% 1.68% 1.37% 1.68% |
| Employees’ compensation Remuneration of directors |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 31,290 $ 31,290 |
2021 $ 20,860 |
||
| $ 20,860 |
If there is a change in the amounts after the annual consolidated financial statements were authorized for issue, the differences will be recognized in the next year as a change in accounting estimate.
There was no difference between the actual amounts of employees’ compensation and remuneration of directors and supervisors paid and the amounts recognized in the consolidated financial statements for the year ended December 31, 2021 and 2020.
Information on the employees’ compensation and remuneration of directors and supervisors resolved by the Company’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.
- 47 -
26. INCOME TAX
a. Major components of tax expense recognized in profit or loss
| Current tax In respect of the current year Income tax on unappropriated earnings Adjustments for prior years Deferred tax In respect of the current year Adjustments for prior years |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 179,642 11,818 945 ( 192,405 7,432 - ( 7,432 ( $ 199,837 |
2021 $ 134,778 7,979 4,219 |
||
138,538 |
|||
| 5,605 18,107 |
|||
12,502 |
|||
$ 126,036 |
A reconciliation of accounting profit and income tax expenses is as follows:
| b. c. d. |
Profit before tax Income tax expense calculated at the statutory rate Tax-exempt income Nondeductible expenses in determining taxable income Unrecognized deductible temporary differences Net operating loss carryforwards used Additional income tax on unappropriated earnings Land value increment tax Income tax adjustments on prior years Income tax recognized in other comprehensive income Deferred tax In respect of the current year Remeasurement of defined benefit plans Current tax assets and liabilities Current tax liabilities Income tax payable Deferred tax assets and liabilities |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|---|
| 2022 $ 2,383,329 $ 476,665 ( 122,644 ( ( 235,784 ( 40,700 1,812 ( 11,818 26,325 945 ( $ 199,837 **For the Year Ended ** |
2021 $ 1,240,262 |
|||
| $ 248,052 32,382 72,875 966 3,378 7,979 - 22,326 |
||||
$ 126,036 |
||||
| **December 31 ** | ||||
| 2022 ($ 821 **For the Year Ended ** |
2021 $ 351 |
|||
| **December 31 ** | ||||
| 2022 $ 121,860 |
2021 $ 119,517 |
|||
The movements of deferred tax assets and deferred tax liabilities were as follows:
- 48 -
For the year ended December 31, 2022
| Deferred Tax Assets Temporary differences Allowance for impairment loss Defined benefit obligation Unrealized foreign exchange loss Unrealized loss for impaired inventories and obsolete and slow-moving inventories Unrealized payable promotion expenses Others Deferred Tax Liabilities Temporary differences Land value increment tax Defined benefit obligation Cash surrender value of life insurance |
Opening Balance $ 433 15,025 98 163 2,075 2,896 $ 20,690 $ 1,179,798 8,013 - $ 1,187,811 |
Acquired in a business combination Recognized in Profit or Loss Recognized in Other Comprehensive Income $ - $ 821 $ - - ( 8,926 ) ( 454 ) - ( 98 ) - - 92 - - 3,251 - - ( 1,478) - $ - ($ 6,338) ($ 454) $ 131,310 ( $ 14,732 ) $ - - 345 367 - 617 - $ 131,310 ($ 13,770) $ 367 |
Closing Balan $ 1,245 5,645 - 255 5,326 1,418 $ 13,898 $ 1.296.376 8,725 617 $ 1.305.718 |
|---|---|---|---|
- 49 -
For the year ended December 31, 2021
| Deferred Tax Assets Temporary differences Allowance for impairment loss Defined benefit obligation Unrealized foreign exchange loss Unrealized loss for impaired inventories and obsolete and slow-moving inventories Unrealized payable promotion expenses Others Deferred Tax Liabilities Temporary differences Land value increment tax Defined benefit obligation Cash surrender value of life insurance |
Opening Balance Recognized in Profit or Loss Recognized in Other Comprehensive Income Closing Balance $ 943 ( $ 510 ) $ - $ 433 708 14,268 49 15,025 4 94 - 98 260 ( 97 ) - 163 4,940 ( 2,865 ) - 2,075 1,390 1,506 - 2,896 $ 8,245 $ 12,396 $ 49 $ 20,690 $ 1,179,798 $ - $ - $ 1,179,798 8,345 ( 30 ) ( 302 ) 8,013 76 ( 76) - - $ 1,188,219 ($ 106) ($ 302) $ 1,187,811 |
|---|---|
e. Deductible temporary differences, unused loss carryforwards and unused investment credits for which no deferred tax assets have been recognized in the consolidated balance sheets.
| Loss carryforwards Expire in 2032 Expire in 2031 Expire in 2030 Expire in 2029 Expire in 2028 Expire in 2027 Expire in 2026 Expire in 2025 Expire in 2024 Expire in 2023 Expire in 2022 Expire in 2021 |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 9,059 3,887 8,003 10,273 57,779 69,078 47,759 58,819 40,128 24,120 3,368 - $ 332,273 |
2021 $ - 3,887 8,003 10,273 57,779 69,078 47,759 58,819 40,128 24,120 3,368 6,945 |
||
| $ 330,159 |
| Deductible temporary differences Impaired inventories and obsoleteand slow-movinginventories Net defined benefit obligation Impairment losses on assets |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 34,027 561,759 |
2021 $ 34,027 287,600 |
- 50 -
$ 595,786 $ 321,627
f. Income tax examinations
Income tax returns through 2022 of Universal Investment Corporation, and 2020 of the Uneo Incorporated, Kaohsiung Harbor Transport Company, Chiayi Concrete Industrial Corporation, Huanchung Cement International Corporation, Universal Concrete Industrial Corporation and the Company have been assessed by the tax authorities.
27. EARNINGS PER SHARE
The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share were as follows:
Net Profit for the Year
| Profit for the year | For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 2,041,395 |
2021 $ 1,088,078 |
Weighted average number of ordinary shares outstanding (in thousand shares)
| Weighted average number of ordinary shares in computation of basic earnings per share Effect of potentially dilutive ordinary shares: Employees’ compensation Weighted average number of ordinary shares used in the computation of diluted earnings per share |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 653,609 1,747 655,356 |
2021 653,609 1,197 |
||
| 654,806 |
Since the Group offered to settle compensation paid to employees in cash or shares, the Group assumed the entire amount of the compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
28. ACQUISITION OF SUBSIDIARIES
a. Acquisition of subsidiaries
The Company originally held an equity interest in Tainan Concrete Industrial Corporation, which was accounted for using the equity method as an associate. However, in March 2022, the Company acquired additional shares in Tainan Concrete for a cash consideration of $22,080 thousand, increasing its ownership interest from 49.08% to 52.28% (which has since increased to 67.78% as of December 31, 2022). With majority voting rights and control obtained, Tainan Concrete is now considered a subsidiary of the Company.
In accordance with IFRS3, the company derecognize the investment in related parties that originally adopted the equity method based on the fair value of the original investment on the date of acquisition of
- 51 -
control, and recognizes the difference between the fair value and the book amount as disposal gains and losses, and subsequently recognizes it in accordance with the acquisition method. List the assets and liabilities of subsidiaries in the consolidated report.
The gain and loss of the fair value and book amount are calculated as follows:
| Fair value of original investment Investment book value of acquisition of control Recognized gains |
A | m o u n t |
|---|---|---|
( |
$ 493,544 130,103 ) $ 363,441 |
b. Assets and liabilities assumed on the date of acquisition of control
| Current asset Cash Financial assets at amortized cost - current Financial assets at fair value through other comprehensive income - current Other current assets Non-current assets Property, plant and equipment Current liabilities Notes payable Current tax liabilities Other payables Other current liabilities Non-current liabilities Deferred tax liabilities |
Tainan Concrete Indu strialCorp. |
Tainan Concrete Indu strialCorp. |
|---|---|---|
| $ 12,780 15,000 1,741 169 1,108,051 Tainan Concrete Indu strial Corp. |
||
| ( ( ( ( ( |
$ 7 ) 338 ) 486 ) 8 ) 131,310) $ 1,005,592 |
c. Non-controlling interests
The non-controlling interests (47.72% of ownership interests) of Tainan Concrete Industrial Corp. is measured by the amount of $479,869 thousand , which is the proportional share of recognized value of identifiable net assets.
d. Gain recognized in bargain purchase transaction
Tainan Concrete Indu strial Cor p . Cash payments $ 22,080 Fair value of originally 493,544 Holding shares Non-controlling interests 479,869
- 52 -
Fair value of identifiable ( 1,005,592 ) net assets Gain recognized in bargain ( $ 10,099 ) purchase transaction
e. Net cash outflow of acquired subsidiary
Cash payments Balance of Cash payments
Tainan Concrete Indu strial C or p. $ 22,080 ( 12,780 ) $ 9,300
- 53 -
29. EQUITY TRANSACTIONS WITH NON-CONTROLLING INTERESTS
From May to July 2022 and in June to August 2021, the Group acquired shares held by the non-controlling interest of Universal Concrete Tainan Concrete Industrial Corp, and its shareholding increased from 52.28% to 67.78% and 58.06% to 58.99% respectively.
The above transactions were accounted for as equity transactions since the Group did not cease to have control over these subsidiaries.
| Cash consideration paid The proportionate share of the carrying amount of the net assets of the subsidiary transferred to non-controlling interests Differences recognized from equity transactions Line items adjusted for equity transactions Capital surplus - changes in percentage of ownership interest in subsidiaries |
2022 2021 |
2022 2021 |
2022 2021 |
|---|---|---|---|
| Obtaining non-controlling interests | |||
| ( |
$ 99,682 ( 155,893 $ 56,211 $ 56,211 |
$ 1,490 2,017 |
|
| $ 527 | |||
| $ 527 |
30. CASH FLOWS INFORMATION
Cash used in obtaining property, plant and equipment by the Group during 2022 and 2021 was as below:
| Increase in property, plant and equipment Payables on equipment Prepaid on equipment Total cash paid |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2022 $ 311,731 2,554 5,925 ( $ 320,210 |
2021 $ 814,916 7,109 618,041 |
||
$ 203,984 |
31. CAPITAL MANAGEMENT
The Group requires significant amounts of capital to build and expand its production facilities and equipment. The Group manages its capital in a manner to ensure that it has sufficient and necessary financial resources for working capital needs, capital asset purchases, research and development activities, dividend payments, debt service requirements and other business requirements associated with its existing and future operations.
32. FINANCIAL INSTRUMENTS
- a. Fair value of financial instruments that are not measured at fair value
The Group believes that the carrying amounts of financial instruments that are not measured at fair value, including cash and cash equivalents, contract assets, notes and accounts receivable, financial assets at amortized cost, short-term loans, accounts payable, and guarantee deposits received, recognized in the consolidated financial statements approximate their fair value.
-
54 -
-
b. Fair value of financial instruments that are measured at fair value on a recurring basis
-
1) Fair value hierarchy
| December 31, 2022 Financial assets at FVTPL Listed shares Mutual funds Limited partnership Financial assets at FVTOCI Investments in equity instruments -Listed shares -Unlisted shares December 31, 2021 Financial assets at FVTPL Listed shares Mutual funds Limited partnership Financial assets at FVTOCI Investments in equity instruments -Listed shares -Unlisted shares |
Level 1 $ 80,984 427 - $ 81,411 $ 2,261,853 - $ 2,261,853 Level 1 $ 89,895 471 - $ 90,336 $ 2,549,259 - $ 2,549,259 |
Level 2 $ - - - $ - $ 510,400 - $ 510,400 Level 2 $ - - - $ - $ 458,700 - $ 458,700 |
Level 3 $ - - 43,733 $ 43,733 $ - 1,890,604 $ 1,890,604 Level 3 $ - - 22,022 $ 22,022 $ - 1,540,374 $ 1,540,374 |
Total $ 80,984 427 43,733 |
|---|---|---|---|---|
| $ 125,144 | ||||
| $ 2,772,253 1,890,604 |
||||
| $ 4,662,857 | ||||
Total $ 89,895 471 22,022 |
||||
| $ 112,388 | ||||
| $ 3,007,959 1,540,374 |
||||
| $ 4,548,333 |
There were no transfers between Level 1 and 2 in the current and prior years.
- 2) Adjustments for financial instruments measured using level 3 fair value
For the year ended December 31, 2022
| Balance at January 1 Purchased Recognized in income(other gains and losses) Recognized in other comprehensive income (Unrealized valuation gain(loss) on financial assets at fair value through other |
Financial assets at fair value through profit or loss $ 22,022 25,000 ( 3,289) - |
Financial assets at fair value through other comprehensive income $ 1,540,374 - - 350,230 |
Total |
|---|---|---|---|
| $ 1,562,396 25,000 ( 3,289) 350,230 |
- 55 -
comprehensive income)Balance at December 31 $ 43,733 For the year ended December 31, 2021 Financial assets at fair value through profit or loss Balance at January 1 $ - Purchased 25,000 Recognized in income(other gains and losses) ( 2,978) Recognized in other comprehensive income (Unrealized valuation gain(loss) on financial assets at fair value through other comprehensive income )- Balance at December 31 $ 22,022 |
comprehensive income)Balance at December 31 $ 43,733 For the year ended December 31, 2021 Financial assets at fair value through profit or loss Balance at January 1 $ - Purchased 25,000 Recognized in income(other gains and losses) ( 2,978) Recognized in other comprehensive income (Unrealized valuation gain(loss) on financial assets at fair value through other comprehensive income )- Balance at December 31 $ 22,022 |
$ 1,890,604 Financial assets at fair value through other comprehensive income $ 1,499,279 20,000 - 21,095 $ 1,540,374 |
$ 1,934,337 | |
|---|---|---|---|---|
| Total | ||||
Balance at January 1 Purchased Recognized in income(other gains and losses) Recognized in other comprehensive income (Unrealized valuation gain(loss) on financial assets at fair value through other comprehensive income )Balance at December 31 |
||||
( |
( |
$ 1,499,279 45,000 2,978) 21,095 |
||
| $ 1,562,396 |
- 3) Input and measurement technique of Level 2 fair value measurement.
Category of financial instrument Measurement technique and input value Investment of Equity Instrument Purchase of stock via private offering which is subject to a three-year-lock-up period. In light of the impact on the target to be measured due to the restriction of transaction, a discount is imposed to reflect the restricted liquidity of the stock. The target to be measure is the stock of a public listed company. The Closing price at the day of measurement was adopted as the fair value of an unrestricted stock price. The fair value of the restricted stock price is then derived via the Black-Scholes model.
- 4) Valuation techniques and inputs applied for Level 3 fair value measurement
The fair values of unlisted equity securities in ROC was estimated based on the recent net equity or transaction price. The marketing valuation method is based on the prices of comparable companies, and the value of the securities is estimated by comparing, analyzing and adjusting.
- c. Categories of financial instruments
| Financial assets Financial assets at FVTPL Mandatorily classified as at FVTPL Financial assets at amortized cost (1) Financial assets at FVTOCI |
December 31 |
|---|---|
| 2022 2021 $ 125,144 $ 112,388 2,887,057 2,053,655 |
- 56 -
| Equity | instruments | 4,662,857 | 4,548,333 |
|---|---|---|---|
| Financial | liabilities | ||
| Financial | liabilities at amortized cost (2) | 4,561,922 | 4,051,705 |
-
1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, notes receivable, net accounts receivable (including related parties), other receivables, and financial assets at amortized cost (current and non-current).
-
2) The balances included financial liabilities measured at amortized cost, which comprise short-term borrowings, short-term bills payable, notes payable, accounts payable (including related parties), other payables and deposits received.
-
d. Financial Risk Management Objectives and Policies
The Group’s major financial instruments include accounts receivable, accounts payables and short-term loans. The Group’s Corporate Treasury function provides services to the business departments, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze the exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest risk and other price risk), credit risk and liquidity risk.
1) Market risk
The Group’s activities exposed it primarily to the financial risks of changes in interest rate risk (see (a) below) and other price risk (see (b) below).
a) Interest rate risk
The Group was exposed to interest rate risk arising from short-term borrowing at New Taiwan dollar (NTD) market rates of overweight interest rates. Due to lower NTD borrowing rates and small borrowing position, the interest rate sensitivity is lower, and the interest rate risk is little risk to the Company.
The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:
| Fair value interest rate risk Financial assets Financial liabilities Cash flow interest rate risk Financial assets Financial liabilities |
December 31 |
|---|---|
| 2022 2021 |
|
| $ 173,273 $ 149,685 1,269,951 1,511,395 682,388 218,725 2,290,000 1,780,000 |
b) Other price risk
The Group was exposed to equity price risk through its investments in listed equity securities and mutual funds. The Group manages this exposure by maintaining a portfolio of investments with different risks. The Group’s equity price risk was mainly concentrated on equity instruments operating in shares and open-end mutual funds quoted in the Taiwan Stock Exchange. In addition, the Group will evaluate the price by the closing price of the equity
- 57 -
investments and the net asset value of the fund every month.
Sensitivity analysis
The sensitivity analyses below were determined based on the exposure to equity price risks at the end of the reporting period.
If equity prices of domestic listed equity securities(excluding private placement), which was hold by the Group calculated by $ 2,261,853 thousand and $ 2,549,259 thousand, had been 1% higher/lower, the pre-tax other comprehensive income for the year ended December 31, 2022 and 2021 would have increased/decreased by $ 22,619 thousand and $ 25,493 thousand, as a result of the changes in fair value of financial assets at FVTOCI.
2) Credit risk
Financial assets are exposed to the potential effects of outstanding contracts between the Group and its counterparty or other parties. Such effects include the credit risk concentration, components, contractual amounts, and other receivables of financial products engaged by the Group.
As at the end of the reporting period, the Group’s maximum exposure to credit risk, which would cause a financial loss to the Group due to the failure of counterparties to discharge an obligation and financial guarantees provided by the Group, could arise from the carrying amount of the respective recognized financial assets as stated in the balance sheets
In addition to the following paragraph, the main customers of its credit are good, and the Group will regularly annually review the customer’s credit status, appropriately adjust the credit line, and will require customers to provide the necessary guarantees or trade by cash in special situations. The sales department understands the customer’s credit status through external peer visits. The customers mentioned above, had no significant credit risk exposure.
Part of the concrete customers of the Group are individuals and small-scale enterprises, except for a few large customers are concrete construction companies, industry characteristics resulting in some small-scale enterprises. In addition to using credit limit controls to reduce credit risks and the relevant proceedings to protect their claims, the Group has set adequate allowance for bad debts for higher credit risk customers in accordance with company policy. The credit risk arising from its maximum possible amount is disclosed in the Note 11.
The Group has no significant concentration of credit risk.
3) Liquidity risk
The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
- a) Liquidity and interest risk rate table for non-derivative financial liabilities
The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The table included both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.
- 58 -
To the extent that interest flows are at floating rates, the undiscounted amount was derived from the interest rate curve at the end of the reporting period.
December 31, 2022
Non-derivative financial liabilities Non-interest bearing Lease liabilities Variable interest rate liabilities Fixed interest rate liabilities December 31, 2021 Non-derivative financial liabilities Non-interest bearing Lease liabilities Variable interest rate liabilities Fixed interest rate liabilities |
On Demand or Less than 3 Month $ 1,263,155 13,687 2,300,067 1,000,000 $ 4,576,909 On Demand or Less than 3 Month $1,036,385 14,688 1,781,972 1,225,000 $4,058,045 |
3 Months to 1 Year $ - 40,804 - - $ 40,804 3 Months to 1 Year $ - 42,248 - - $ 42,248 |
1 Year to 5 Year 5 Year to 10 Year $ 9,679 $ - 175,420 47,908 - - - - $185,099 $ 47,908 1 Year to 5 Year 5 Year to 10 Year $ 11,284 $ - 193,763 48,300 - - - - $ 205,047 $ 48,300 |
|---|---|---|---|
The amount included above for variable interest rate instruments for both non-derivative financial assets and liabilities was subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the reporting period.
- b) Financing facilities
It is important for the Group that loan is a resource of liquidity. As of December 31, 2022 and 2021, the Group has loan commitments $ 2,564,609 thousand, and $ 2,634,559 thousand, respectively.
33. TRANSACTIONS WITH RELATED PARTIES
Besides information disclosed elsewhere in the other notes, details of transactions between the Group and other related parties are disclosed below.
- a. Name and relationship of related party
Related Party Name Relationships of the Group
CHC Resources Corp. The key management of the Group serves as a member of its board directors Universal Construction Corp. The key management of the Group serves as a member of
- 59 -
its board directors Sheng Yuan Investment Corp. The key management of the Group Bo-Chih Investment Corp. The key management of the Group Yu-Sheng Investment Corp. The key management of the Group Pan Asia Corp. The key management of the Group serves as supervisor Tainan Concrete Industrial Corp. Associates(Note) PAO GOOD INDUSTRIAL CO., LTD. Other related parties
Note : The subsidiary of our company since March 2022.
- b. Sales of goods
| Account Items Related Parties Category Sales revenue The key management of the Group serves as a member its board of directors Other related parties |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2022 $ 88,323 65,968 $ 154,291 |
2021 $ 62,364 52,864 $ 115,228 |
The prices and terms to related parties were not significantly different from transactions with third parties. The credit terms were 1 to 3 months.
- c. Purchase of goods
| Related Parties Category The key management of the Group serves as a member of its board of directors Other related parties |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2022 $ 280,304 14,349 $ 294,653 |
2021 $ 264,867 9,634 $ 274,501 |
The purchase of goods is mainly gravel. The prices and terms to related parties were not significantly different from transactions with third parties. The credit terms were 30 to 65 days.
- d. Contract assets
| Related Party Category / Name Other related parties Pan Asia Corp. Less: Allowance for impairment loss |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 5,546 1,109 $ 4,437 |
2021 $ 5,546 1,109 $ 4,437 |
e. Receivables from related parties (Excluding contract assets)
| Account Items Related Parties Category / Name Accounts receivable from related parties Other related parties |
December 31 |
|---|---|
| 2022 2021 |
- 60 -
Pan Asia Corp. $ 31,534 $ 26,432 The key management of 10,183 7,744 the Group serves as a member of its board directors Less: Allowance for impairment loss 33 12 $ 41,684 $ 34,164
The outstanding receivables from related parties are unsecured.
- f. Payables to related parties
| Payables to related parties | |||
|---|---|---|---|
| Account Items Related Parties Category Accounts payable - related parties The key management of the Group serves as a member of its board of directors Other related parties |
**December 31 ** | ||
| 2021 $ 34,654 2,622 $ 37,276 |
2021 $ 32,168 2,700 $ 34,868 |
The outstanding payables from related parties are unsecured and would be paid in cash.
- g. Lease arrangements - Group is lessee
| Line Item Related Party Category Lease liabilities Associates Line Item Related Party Category Interest expense Associates |
December 31 | December 31 | December 31 |
|---|---|---|---|
| 2022 2021 - $ 25,785 For the Year Ended December 31 |
|||
| 2022 $ 38 |
2021 $ 88 |
Note : The subsidiary of our company since March 2022.
The Group leased offices from related parties under lease contracts with normal terms and rentals payable monthly at market rates.
- h. Lease arrangements - Group is lessor
The Group leased its office building to related parties under operating leases for a term of 1 to 5 years. The rental prices are determined with reference to the market standards and charged on a monthly basis.
Total lease payment to be collected in the future is summarized as follows:
| Related Party Category The key management of the Group serves as a member of its board of directors Another company holding the position as chief management |
December 31 | December 31 | |
|---|---|---|---|
| 2021 $ 3,207 92 |
2021 $ 3,207 23 |
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of the Group
| Total lease revenue is summarized as follows: Related Party Category The key management of the Group serves as a member of its board of directors Another company holding the position as chief management of the Group |
$ 3,299 $ 3,230 For the Year Ended December 31 |
$ 3,299 $ 3,230 For the Year Ended December 31 |
$ 3,299 $ 3,230 For the Year Ended December 31 |
|---|---|---|---|
| 2022 $ 5,498 69 $ 5,567 |
2021 $ 5,498 23 $ 5,521 |
- i. Compensation of key management personnel
| Short-term employee benefits Post-employment benefits |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2022 $ 43,942 760 $ 44,702 |
2021 $ 39,726 504 $ 40,230 |
The remuneration of directors and key executives was determined by the remuneration committee according to the performance of individuals and market trends.
34. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided as collateral for engineering performance bonds.
| Pledge deposits Current Non-current |
December 31 | December 31 | |
|---|---|---|---|
| 2022 $ 67 5,510 $ 5,577 |
2021 $ 5,147 10,215 $ 15,362 |
35. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, significant commitments and contingencies of the Group were as follows:
- a. Unrecognized commitments are as follows:
| Acquisition of property, plant and equipment | **December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2022 $ 93,003 |
2021 $ 82,593 |
-
b. As of December 31, 2022 and 2021, the promissory notes were $ 139,493 thousand and $ 104,183 thousand, respectively. These notes were provided as engineering performance bonds, which could be
-
62 -
refunded when the guarantee is terminated.
- c. As of December 31, 2022 and 2021, unused letters of credit for purchase of raw materials were $ 5,391 thousand and $26,756 thousand.
36. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The Group entities’ significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between foreign currencies and respective functional currencies were as follows:
December 31, 2022
| Foreign | Carrying | ||||
|---|---|---|---|---|---|
| Currencies | Amount | ||||
| (In Thousand) | Exchange Rate | (In Thousand) | |||
| Financial assets | |||||
| Monetary items | |||||
| USD | $ | 1,558 |
30.71 | $ | 47,852 |
| RMB | 903 | 4.408 | 3,979 | ||
| EUR | 153 | 32.72 | 5,006 | ||
| December 31, 2021 | |||||
| Foreign | Carrying | ||||
| Currencies | Amount | ||||
| (In Thousand) | Exchange Rate | (In Thousand) | |||
| Financial assets | |||||
| Monetary items | |||||
| USD | $ | 431 |
27.68 | $ | 11,937 |
| RMB | 902 | 4.344 | 3,918 | ||
| EUR | 136 | 31.32 | 4,244 |
The Company is mainly exposed to USD. The following information was aggregated by the functional currencies of the group entities, and the exchange rates between respective functional currencies and the presentation currency were disclosed. The significant realized and unrealized foreign exchange gains (losses) were as follows:
| Functional Currencies NTD |
For the Year Ended December 31, 2022 Exchange Rate Net Foreign Exchange Loss 1(NTD:NTD) $ 3,463 |
For the Year Ended December 31, 2021 | For the Year Ended December 31, 2021 |
|---|---|---|---|
| Exchange Rate 1(NTD:NTD) |
Exchange Rate 1 (NTD:NTD) |
Net Foreign Exchange Gain $(540) |
37. SEPARATELY DISCLOSED ITEMS
-
a. Information about significant transactions and investees:
-
1) Financing provided to others. (Table 1)
-
63 -
-
2) Endorsements/guarantees provided. (Table 2)
-
3) Marketable securities held (excluding investment in subsidiaries and associates). (Table 3)
-
4) Marketable securities acquired and disposed of at costs or prices of at least NT$ 300 million or 20% of the paid-in capital. (Table 4)
-
5) Acquisition of individual real estate at cost of at least NT$ 300 million or 20% of the paid-in capital. (N/A)
-
6) Disposal of individual real estate at a price of at least NT$ 300 million or 20% of the paid-in capital. (N/A)
-
7) Total purchases from or sales to related parties amounting to at least NT$ 100 million or 20% of the paid-in capital. (Table 5)
-
8) Receivables from related parties amounting to at least NT$ 100 million or 20% of the paid-in capital. (N/A)
-
9) Trading in derivative instruments. (N/A)
-
10) Intercompany relationships and significant intercompany transactions. (Table 7)
-
b. Related information on investees. (Table 6)
-
c. Information on investments in mainland China
-
1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income or loss of investee and investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment from the mainland China area. (N/A)
-
2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses
-
a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period: (N/A)
-
b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period: (N/A)
-
c) The amount of property transactions and the amount of the resultant gains or losses: (N/A)
-
d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes: (N/A)
-
e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds: (N/A)
-
f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services: (N/A)
-
-
d. Information on major shareholders: name, number and percentage of shareholding of shareholders with ownership achieving 5% and above. (Table 8)
-
64 -
-
65 -
38. SEGMENT INFORMATION
- a. Operating segments information
For the purpose of resource allocation and performance assessment, the chief operating decision maker assesses performance and allocates resources of the operating segments based on each operating segment’s products.
The Group’s reportable segments are as follows:
-
1) Building materials business - manufacture, sell and research cement, concrete and gypsum board
-
2) Assets management center - serve as the department of joint venture and others
-
b. Segment revenues and operating results
Analysis by reportable segment of revenue and operating results of continuing operations are as follows:
For the year December 31, 2022
| Revenue from external customers Inter-segment revenues Segment revenues Segment profit Interest expenses Profit before income tax |
Building Materials Division Assets Management Center $7,014,887 $ 40,902 22,692 - ( $7,037,579 $ 40,902 ( $1,311,303 $1,333,353 ( |
Adjustment and Elimination $ - 22,692) $ 22,692) $219,656) ( |
Total $7,055,789 - $7,055,789 $2,450,000 41,671) $ 2,383,329 |
|---|---|---|---|
For the year December 31, 2021
| Revenue from external customers Inter-segment revenues Segment revenues Segment profit Interest expenses Profit before income tax |
Building Materials Division Assets Management Center $ 6,043,633 $ 35,475 22,784 - $ 6,066,417 $ 35,475 $ 886,262 $ 434,530 |
Adjustment and Elimination $ - (22,784) $ (22,784) $ (51,238) |
Total $ 6,079,108 - $ 6,079,108 $ 1,269,554 (29,292) $ 1,240,262 |
|---|---|---|---|
Segment profit represented the profit before tax earned by each segment. This was the measure reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.
- 66 -
The chief operating decision maker of the Group makes decisions based on the operating results of each segment, there was no information about the assessment of assets and liabilities classified through business activity performance, thence only listing revenue and results of reportable segments.
- c. Geographical information
The Group’s revenues are mainly from Taiwan, ROC.
Refer to consolidated balance sheets for the information of non-current assets.
- d. Revenue from major products and services
An analysis of the Group’s revenue is determined in the manner described in Note 24.b.
- e. Information about major customers
Single customer who contributed 10% or more to the Group’s revenue is as follows:
| Hung Hsin Building Materials Ltd. (Note) | For the Year Ended December | For the Year Ended December | For the Year Ended December | 31 | |
|---|---|---|---|---|---|
| 2022 $ 624,940 |
%9 |
2021 $ 526,861 |
%9 |
Note : Revenue from selling cement
- 67 -
TABLE 1
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2021 (Amounts In Thousands of New Taiwan Dollars, Unless Specified otherwise)
| No. (Note 1) |
Lender | Borrower | Financial Statement Account |
Related Parties |
Highest Balance for the period |
Ending Balance | Actual Borrowing Amount |
Interest Rate (%) |
Nature for Financing |
Business Transaction Amounts |
Reasons for Short-term Financing |
Allowance for Impairment Loss |
Collateral | Collateral | Financing Limits for Each Borrower (Note 2) |
Aggregate Financing Limits (Note 3) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 0 0 0 0 |
The Company The Company The Company The Company |
Universal Investment Corporation Uneo Incorporated Universal Concrete Industrial Corporation Tainan Concrete Industrial Corp. |
Other receivables Other receivables Other receivables Other receivables |
Yes Yes Yes Yes |
$ 1,550,000 150,000 600,000 300,000 |
$ 800,000 100,000 300,000 300,000 |
$ - - - 220,500 |
2 2 2 2 |
For short-term financing For short-term financing For short-term financing For short-term financing |
$ - - - - |
Operating capital Operating capital Operating capital Operating capital |
$ - - - - |
None None Land None |
$ - - 300,000 - |
$ 8,367,162 8,367,162 8,367,162 8,367,162 |
$ 8,367,162 8,367,162 8,367,162 8,367,162 |
Note 1: a: “0” is the Company.
b: Subsidiaries are numbered from “1”.
Note 2: The upper limit for each borrower is 40% of the Company’s net asset value as stated in the latest financial statements.
Note 3: The aggregate limit for each borrower is 40% of the Company’s net asset value as stated in the latest financial statements.
- 68 -
TABLE 2
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars)
| No. (Note 1) |
Lender | Borrower | Financial Statement Account |
Related Parties |
Highest Balance for the period |
Ending Balance | Actual Borrowing Amount |
Interest Rate (%) |
Nature for Financing |
Business Transaction Amounts |
Reasons for Short-term Financing |
Allowance for Impairment Loss |
**Collateral ** | **Collateral ** | Financing Limits for Each Borrower (Note 2) |
Aggregate Financing Limits (Note 3) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 0 0 0 0 |
The Company The Company The Company The Company |
Uneo Incorporated Universal Investment Corporation Universal Concrete Industrial Corporation Tainan Concrete Industrial Corp. |
Other receivables Other receivables Other receivables Other receivables |
Yes Yes Yes Yes |
$ 1,550,000 150,000 600,000 300,000 |
$ 800,000 100,000 300,000 300,000 |
$ - 220,500 |
2 2 2 2 |
For short-term financing For short-term financing For short-term financing For short-term financing |
$ - - - - |
Operating capital Operating capital Operating capital Operating capital |
$ - - - - |
None None Land None |
$ - - 300,000 - |
$ 8,367,162 8,367,162 8,367,162 8,367,162 |
$ 8,367,162 8,367,162 8,367,162 8,367,162 |
Note 1: a: “0” is the Company.
b: Subsidiaries are numbered from “1”.
Note 2: The upper limit for each borrower is 40% of the Company’s net asset value as stated in the latest financial statements.
Note 3: The aggregate limit for each borrower is 40% of the Company’s net asset value as stated in the latest financial statements.
- 69 -
TABLE 2
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars)
| No. (Note 1) |
Endorser / Guarantor | Endorsee/ Guarantee | Endorsee/ Guarantee | Limits on Endorsement/ Guarantee Given on Behalf of Each Party (Note 3) |
Maximum Amount Endorsed / Guaranteed During the Period |
Outstanding Endorsement / Guarantee at the End of the Period (Note 6) |
Actual Borrowing Amount |
Amount Endorsed / Guaranteed by Collaterals |
Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) |
Aggregate Endorsement/ Guarantee Limit (Note 4 , Note 5, Note 7) |
Endorsement/ Guarantee Given by Parent on Behalf of Subsidiaries |
Endorsement/ Guarantee Given by Subsidiaries on Behalf of Parent |
Endorsement/ Guarantee Given on Behalf of Companies in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship (Note 2) | ||||||||||||
| 0 1 2 |
The Company Kaohsiung Harbor Transport Company Universal Investment Corporation Universal Concrete Industrial Corporation |
Universal Concrete Industrial Corporation Universal Investment Corporation Uneo Incorporated Universal Concrete Industrial Corporation The Company Universal Concrete Industrial Corporation The Company The Company |
(1) (1) (1) (3) (2) (3) (2) (2) |
$ 132,329 750,000 60,000 487,450 487,450 3,841,535 3,841,535 235,618 |
$ 120,000 400,000 50,000 162,241 319,928 122,521 551,693 157,561 |
$ 120,000 400,000 50,000 162,241 319,928 122,521 443,909 157,561 |
$ - 230,000 - - - - - - |
$ - - - - - - - - |
1 2 - 166 328 16 58 67 |
$ 20,917,904 20,917,904 20,917,904 989,961 989,961 7,050,481 7,050,481 561,990 |
Y Y Y N N N N N |
N N N N Y N Y Y |
N N N N N N N N |
Note 1: a: “0” is the Company.
b: Subsidiaries are numbered from “1”.
Note 2: (1) The endorser / guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed / guaranteed subsidiary.
(2) The endorser / guarantor parent company owns directly and indirectly more than 90% 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.
Note 3: The upper limit for the Company is equivalent to the capital of the endorsee; the upper limit for subsidiaries is equivalent to the net asset value of the subsidiaries as stated in its latest financial statements except that it is five times of the net asset value of Kaohsiung Harbor Transport Company and Universal Investment Corporation.
- Note 4: The upper limit for the Company is equivalent to the net asset value of the Company.
Note 5: The upper limit for the subsidiary is equivalent to the net asset value of the subsidiary as stated in its latest financial statements, unless the Company or other subsidiaries give more guarantee.
Note 6: The limits were approved by the board of directors.
Note 7: The upper limit for the subsidiary is equivalent to ten times of the net asset value of the subsidiary as stated in its latest financial statements.
- 70 -
TABLE 3
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES HELD DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars)
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account |
December 31, 2022 | December 31, 2022 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares/ Units | Carrying Value | Percentage of Ownership (%) |
Fair Value Or Net Equity |
|||||
| The Company Universal Investment Corporation |
Listed shares Prince Housing & Development Corp. CTBC Financial Holding Co., Ltd. Asia Pacific Telecom Corp. CHC Resources Co., Ltd. Creative Sensor Inc. Privately offered shares Creative Sensor Inc. Unlisted shares Grand Bills Finance Co., Ltd. Universal Cement Development Co., Ltd. Universal Venture Capital Co., Ltd. CTBC Investments Corp. Kaohsiung Rapid Transit Corp. Jie-Ho Development Co., Ltd. Huan Rong Hsin Resource Technology Corp. Mutual funds Cathay No. 2 Real Estate Investment Trust Listed shares Prince Housing & Development Corp. Tainan Spinning Co., Ltd. Teco Electric & Machinery Co., Ltd. Teco Image Systems Co., Ltd. Privately offered shares Creative Sensor Inc. Unlisted shares Pan Asia (Engineers & Constructors) Corporation. Chinese Products Promotion Center |
The president of the Company serves as a member of its board of directors - - The Company serves as a member of its board of directors - - The Company serves as a member of its board of directors The Company serves as a member of its board of directors - - - - - - The president of the Company serves as a member of its board of directors. The legal entity as director and the president of the Company serve as representatives of the legal entity. - - - Subsidiary serves as supervisor - |
Financial assets at FVTOCI - current Financial assets at FVTOCI - current Financial assets at FVTOCI - current Financial assets at FVTOCI - current Financial assets at FVTOCI - non - current Financial assets at FVTPL - current Financial assets at FVTOCI - non - current Financial assets at FVTOCI - non - current Financial assets at FVTOCI - non - current Financial assets at FVTOCI - non - current Financial assets at FVTOCI - non - current Financial assets at FVTOCI - non - current Financial assets at FVTOCI - non - current Financial assets at FVTPL - current Financial assets at FVTOCI - current Financial assets at FVTOCI - current Financial assets at FVTPL - current Financial assets at FVTPL - current Financial assets at FVTOCI - non - current Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current |
40,621,948 28,441,983 3,277,157 17,020,254 273,000 13,000,000 43,999,488 24,864,000 1,400,000 3,303,325 1,286,063 171,133 600,000 24,000 38,316,900 55 2,300,000 602,000 9,000,000 3,102,803 7,540 |
$ 426.530 628,567 19,991 782,932 7,535 301,600 520,954 1,122,858 12,935 105,885 12,580 - - 427 402,328 1 63,365 10,084 208,800 41,733 632 |
2.50 0.15 0.08 6.85 0.18 8.72 8.14 16.44 1.16 1.05 0.46 0.16 30.00 - 2.36 - 0.11 0.53 6.04 2.71 1.98 |
$ 426,530 628,567 19,991 782,932 7,535 301,600 520,954 1,122,858 12,935 105,885 12,580 - - 427 402,328 1 63,365 10,084 208,800 41,733 632 |
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TABLE 3
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES HELD DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars)
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account |
December 31, 2022 | December 31, 2022 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares/ Units | Carrying Value | Percentage of Ownership (%) |
Fair Value Or Net Equity |
|||||
| Tainan Concrete Industrial Corporation | Da Jen Venture Capital Co., Ltd. DarChan Venture Capital Co., Ltd. Limited partnership Taiwania Capital Buffalo Fund V, LP. Listed shares CTBC Financial Holding Co., Ltd. Preferred stock C of CTBC Financial HoldingCo.,Ltd. |
The legal entity as director of the Company serves as a member of its board of directors. The legal entity as director of the Company serves as a member of its board of directors. - - 〞 |
Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current Financial assets at FVTPL - non-current Financial assets at FVTOCI - current 〞 |
1,683,000 4,000,000 - 60,000 2,987 |
33,055 39,972 43,733 1,327 177 |
8.06 3.64 3.23 - - |
33,055 39,972 43,733 1,327 177 |
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TABLE 4
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEARS ENDED DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars)
| **Seller ** | Property | Event Date | Original Acquisition Date |
Carrying Amount | Transaction Amount |
**Collection ** | Gain (Loss) on **Disposal ** |
Counterparty | Relationship | Purpose of **Disposal ** |
Price Reference | Other Terms |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Universal Concrete Industrial Corporation. |
Land: 8 parcels of land with the following lot numbers in Shalun section, Pitou Township, Changhua County: 988, and others. Building: Factory and equipment located at No. 553, Section 4, Changshui Road, Pitou Township, Changhua County. |
2022.09.22 | 1980.08.31 | $ 42,449 | $ 343,500 | the payment terms of the contract |
$ 296,071 |
Jin Shan Co.,Ltd | Non-related party | Note 1 | Note 2 | - |
Note 1: The sale of this investment property is part of the active management of funds.
Note 2: Professional appraiser: CBRE Real Estate Appraisal Co., Ltd. Appraised value: $ 277,140 thousand.
Note 3: "Transaction date" refers to the earlier of the signing date, payment date, commission date, transfer date, board resolution date, or any other date sufficient to determine the transaction counterparty and transaction amount.
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TABLE 5
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO OF AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEARS ENDED DECEMBER 31, 2022
(In Thousands of New Taiwan Dollars)
| Buyer | Related Party | Relationship | Transaction Details | Transaction Details | Abnormal Transaction | Abnormal Transaction | Notes/Accounts Payable or Receivable | Notes/Accounts Payable or Receivable | Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/ Sale |
Amount | % to Total | Payment Terms | Unit Price | Payment Terms | Ending Balance | % to Total | ||||
| The Company | Kaohsiung Harbor Transport Company CHC Resources Corp. |
Subsidiary The key management of the Group serves as a member of its board of directors |
Purchase (Freight) Purchase |
$ 257,827 238,692 |
8 6 |
45 ~ 60 days after acceptance 30 ~ 65 days after acceptance |
Note Equivalent |
Equivalent Equivalent |
($13,013) (31,285) |
(2 ) (5 ) |
Note : The purchase prices have no comparison with those from third parties.
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TABLE 6
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars)
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Investment Amount | Original Investment Amount | Balance a | s of December 31, 2022 | s of December 31, 2022 | Net Income (Loss) of the Investee |
Share of Profits/Losses of Investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | December 31, 2021 | Shares | Percentage of Ownership |
Carrying Amount |
|||||||
| The Company Universal Investment Corporation |
Huanchung Cement International Corporation Chiayi Concrete Industrial Corporation Kaohsiung Harbor Transport Company Universal Investment Corporation Universal Concrete Industrial Corporation Uneo Incorporated Li Yong Development Corporation Lioho Machine Works Ltd. Tainan Concrete Industrial Corporation Universal Concrete Industrial Corporation Chiayi Concrete Industrial Corporation Huanchung Cement International Corporation Tainan Concrete Industrial Corporation Lioho Machine Works Ltd. |
Taichung city Chiayi County Kaohsiung city Taipei city Taichung city Taipei city Taipei city Taoyuan city Tainan city Taichung city Chiayi County Taichung city Tainan city Taoyuan city |
Import, export, and sale of cement, cement material, fuel, and production Manufacturing and marketing of ready-mixed concrete Trucking operation Investment activities Manufacturing and marketing of ready-mixed concrete and gravel Marketing of electronic Products Investment activities, trading for real estate and leasing business Manufacturing and marketing of metal parts and automotive components Manufacturing and marketing of ready-mixed concrete and cement material Manufacturing and marketing of ready-mixed concrete and gravel Manufacturing and marketing of ready-mixed concrete Import, export, and sale of cement, cement material, fuel, and production Manufacturing and marketing of ready-mixed concrete and cement material Manufacturing and marketing of metal parts and automotive components |
$ 69,993 22,643 74,580 650,000 33,774 291,671 20,000 174,997 238,144 858 5 13 178 93 |
$ 69,993 22,643 74,580 650,000 33,774 291,671 20,000 174,997 68,454 858 5 13 178 93 |
6,999,333 2,252,378 7,560,000 75,000,000 7,691,411 6,000,000 2,000,000 89,581,468 2,023,624 115,494 361 667 10,000 1,680 |
69.99 86.63 100.00 100.00 58.12 100.00 100.00 29.86 67.45 0.87 0.01 0.01 0.33 - |
$ 115,686 40,488 98,997 705,049 330,170 34,327 19,467 10,618,473 678,325 858 5 13 178 93 |
$ 18,539 (151) 2,935 15,323 332,238 (9,009) (99) 2,765,092 2,015 - - - - - |
$ 12,977 (131) 2,935 15,323 195,987 (9,009) (99) 822,969 1,156 - - - - - |
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TABLE 7
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2021
(Amounts In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
| No. | Investee Company | Counterparty | Relationship (Note 1) | Transaction Details | Transaction Details | ||
|---|---|---|---|---|---|---|---|
| Financial Statement Accounts |
Amount | Payment Terms | % to Total Sales or Assets | ||||
| 0 1 |
The Company Huanchung Cement International Corporation |
Kaohsiung Harbor Transport Company Kaohsiung Harbor Transport Company Kaohsiung Harbor Transport Company Uneo Incorporated Uneo Incorporated Tainan Concrete Industrial Corporation Universal Concrete Industrial Corporation Universal Concrete Industrial Corporation |
(1) (1) (1) (1) (1) (1) (3) (3) |
Freight expense Accounts payable Other payables Sales revenue Accounts receivable Other receivables Sales revenue Accounts receivable |
$ 257,827 13,013 17,828 22,692 3,292 220,500 138,007 40,786 |
The prices to related parties were not significantly different from those to third parties. Credit terms were 45 to 60 days after acceptance. The prices to related parties were not significantly different from those to third parties. Credit terms were 45 to 60 days after acceptance. The prices to related parties were not significantly different from those to third parties. Credit terms were 45 to 60 days after acceptance. The sales prices have no comparison with those from third parties, net 60 days after shipment. The sales prices have no comparison with those from third parties, net 60 days after shipment. Financing The prices and terms to related parties were not significantly different from transactions with third parties. The credit terms were 90 to 120 days after shipment. The prices and terms to related parties were not significantly different from transactions with third parties. The credit terms were 90 to 120 days after shipment. |
4 - - - - - 2 - |
Note 1: The transaction relationships with the counterparties are as follows:
No. 1: Represents transactions from parent Company to subsidiary.
No. 2: Represents transactions from the subsidiary to the parent Company. No. 3: Represents transactions among subsidiaries.
Note 2: All the transactions had been eliminated when preparing consolidated financial statements.
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TABLE 8
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
INFORMATION ON MAJOR SHAREHOLDERS FOR THE YEAR ENDED DECEMBER 31, 2021
| Name of the major shareholder | Shares | Shares |
|---|---|---|
| Number of shares held (share) | Shareholding (%) | |
| Sheng Yuan Investment Corp. Yu-Sheng Investment Inc. HOU, BO-YI PICTET investment account entrusted to HSBC |
65,255,811 64,532,037 50,888,251 38,867,405 |
9.98% 9.87% 7.78% 5.94% |
-
Note 1: The information on major shareholders in the table is information related to shareholders with aggregate ownership in the Company achieving 5% and above by holding ordinary shares and special shares that completed the non-physical registration and delivery (including treasury shares), calculated by the TDCC on the last business day at the end of the quarter. The share capital stated in the consolidated financial report of the Company may differ from the number of shares that completed the non-physical registration and delivery due to the differences in the basis of preparation and calculation.
-
Note 2: Regarding the information above, where shareholders entrust their shares with a trust, the information shall be disclosed in a separate personal account of the client in the nature of a trust account opened by the trustee. When shareholders with shareholding over 10% carrying out the insider’s equity report according to laws and regulations related to securities trading, the shareholding shall include its personal shareholding, plus shares entrusted with trust and possessing the right of utilization and decision-making. For information on the insider’s equity report, please refer to MOPS.
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