Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

UCC Annual Report 2021

Jun 27, 2022

51738_rns_2022-06-27_016ecaa9-2760-459c-8021-b70bb0b222d1.pdf

Annual Report

Open in viewer

Opens in your device viewer

Stock Code: 1104

Universal Cement Corp.

2021 Annual Report

(MOPS) Market Observation Post System website: http://mops.twse.com.tw Universal Cement Corp. Annual Report is available at: http://www.ucctw.com Published on April 30, 2022

Spokesperson

Name: YANG, Tsung-Jen Title: Vice President Tel: 886-2-2507-7801 E-mail: [email protected]

Deputy Spokesperson

Name: CHAN, Chih-Hung Title: Asst. VP Tel: 886-2-2507-7801 E-mail: [email protected]

Stock Transfer Agent

SinoPac Securities

Address: 3F., No.17, Bo'ai Rd., Zhongzheng Dist., Taipei City, Taiwan Tel: 886-2-2381-6288

Website: https://securities.sinopac.com

Auditors

CPA Firm: Deloitte & Touche

Auditors: LEE, Chi-Chen, YANG, Chao-Chin Address: 20F., No. 100, Songren Rd., Xinyi Dist., Taipei City, Taiwan Tel.: 886-2- 2725-9988

Website: http://www.deloitte.com.tw

Overseas Securities Exchange

N/A.

Corporate Website

http://www.ucctw.com

Head Office, Plant and Local Office Head Office 10F., No.125, Sec.2, Nanjing E. Rd., Zhongshan Dist., Taipei City TEL:(02)2507-7801 FAX:(02)2507-5870 Microelectronic Division 8F., No.6, Jiankang Rd., Zhonghe Dist., New Taipei City TEL:(02)2225-2018 FAX:(02)2225-2056 Tainan Office 6F., No.83, Sec. 2, Yongfu Rd., West Central Dist., Tainan City TEL:(06)228-7123 FAX:(06)229-6600 Alian Cement Plant No.95-2, Gangshan, Alian Dist., Kaohsiung City TEL:(07)631-2111 FAX:(07)631-2117 Kaohsiung Luzhu Gypsum Board Plant No.461-2, Huanqiu Rd., Luzhu Dist., Kaohsiung City TEL:(07)697-2181 FAX:(07)697-1898 Hai-Fu Gypsum Board Plant No.18, Haishan Central St., Lujhu Dist., Taoyuan City TEL:(03)354-3056 FAX:(03)354-1711 Ta-Fu Ready-mixed Concrete Plant No.461-1, Huanqiu Rd., Luzhu Dist., Kaohsiung City TEL:(07)696-5131 FAX:(07)696-1220 Nantz Ready-mixed Concrete Plant No.58, Fenglong Ln., Yanchao Dist., Kaohsiung City TEL:(07)615-3190 FAX:(07)615-3186 Yeun Kung Ready-mixed Concrete Plant No.20, Hsin Con Road, Yeun Kung Dist., Tainan City TEL:(06)233-6052 FAX:(06)233-6106 Tainan Ready-mixed Concrete Plant No.59, Sec. 1, Zhonghua W. Rd., South Dist., Tainan City TEL:(06)291-7731 FAX:(06)291-7641 Xiaogang Ready-mixed Concrete Plant No.20, Yanhai 3rd Rd., Xiaogang Dist., Kaohsiung City TEL:(07)871-3143 FAX:(07)871-5594 Fengshan Ready-mixed Concrete Plant No.146, Fengping 1st Rd., Daliao Dist., Kaohsiung City TEL:(07)703-7512 FAX:(07)703-9114 Chaozhou Ready-mixed Concrete Plant No.53, Sec.1, Guangfu Rd., Chaozhou Township, Pingtung County TEL:(08)788-9945 FAX:(08)788-9906 Taipei Office 10F., No.125, Sec.2, Nanjing E. Rd., Zhongshan Dist., Taipei City TEL:(02)2507-7801 FAX:(02)2506-7580 Taichung Office 5F.-6, No.201, Sec. 2, Wenxin Rd., Xitun Dist., Taichung City TEL:(04)2258-5180 FAX:(04)2258-5190 Kaohsiung Office 4F.-5, No.110, Sanduo 4th Rd., Lingya Dist., Kaohsiung City TEL:(07)269-6771 FAX:(07)269-6873

Contents I. Letter to Shareholders ............................................................................................. 1 II. Introduction of the company ................................................................................. 3 2.1 Date of Establishment....................................................................................................... 3 2.2 History of the company .................................................................................................... 3 III. Report on Corporate Governance ....................................................................... 7 3.1 Organization ..................................................................................................................... 7 3.2 Profile of Directors, President, Vice Presidents, and head of divisions ........................... 8 3.3 Remuneration of Directors, Supervisors, President, and Vice Presidents ..................... 13 3.4 Implementation of Corporate Governance ..................................................................... 18 3.5 Information of CPA Service Fee .................................................................................... 49 3.6 Replacement of certified public accountants .................................................................. 49 3.7 The chairman, president and/or managerial officers in charge of finance or accounting served at the firm(s) or affiliate(s) of the auditing CPAs in the preceding year ................... 50 3.8 Equity transfers and changes or pledge of equity interests by directors, supervisors, managers, and major shareholders holding more than 10% of the shares in last fiscal year and up to the date of publication of this annual report ......................................................... 51 3.9 Information about Spouses, Kinship within Second Degree, and Relationships between Any of the Top Ten Shareholders ........................................................................................ 53 3.10 The total number of shares and total equity stake held in any single enterprise by the company, its directors and supervisors, managerial officers, and any companies controlled either directly or indirectly by the company ......................................................................... 54 IV. Capital and Share ................................................................................................ 55 4.1 Capital and Share ............................................................................................................ 55 4.2 Information on the company’s issuance of corporate bonds .......................................... 60 4.3 Information on the company’s issuance of preferred shares .......................................... 60 4.4 Information on the company’s issuance of global depository receipts ........................... 60 4.5 Information on employee share subscription warrants and new restricted employee shares .................................................................................................................................... 60 4.6 New shares in connection with mergers or acquisitions or with acquisitions of shares of other companies .................................................................................................................... 60 4.7 Implementation of the company's capital allocation plans ............................................. 60 V. Operational Highlights ......................................................................................... 61 5.1 Business .......................................................................................................................... 61 5.2 Market and Sales Overview ............................................................................................ 63 5.3 The number of employees employed for the 2 most recent fiscal years, and during the current fiscal year up to the date of publication of the annual report, their average years of service, average age, and education levels ........................................................................... 73 5.4 Environmental Expenditure ............................................................................................ 74 5.5 Labor Relations .............................................................................................................. 76 5.6 Cyber Security Policy Purpose and Objectives .............................................................. 77 5.7 Material Contract ............................................................................................................ 78 VI. Financial Information ......................................................................................... 79 6.1 Five-Year Financial Summary ....................................................................................... 79

6.2 Five-Year Financial Analysis ......................................................................................... 83 6.3 Review Report on Financial Report of Recent Fiscal Year by Audit Committee .......... 86 6.4 Consolidated Financial Statements for the Years Ended December 31, 2020 and 2019, and Independent Auditors’ Report ....................................................................................... 87 6.5 Financial Statements for the Years Ended December 31, 2020and 2019, and Independent Auditors’ Report ............................................................................................ 162 6.6 The company and its subsidiaries Disclosure to make if the company and its affiliates have experienced financial difficulties in recent fiscal year till the publication date ......... 249 VII. Review of Financial Conditions, Financial Performance, and Risk Management ............................................................................................................. 250 7.1 Analysis of Financial Status ......................................................................................... 250 7.2 Analysis of Financial Performance .............................................................................. 251 7.3 Analysis of Cash Flow.................................................................................................. 252 7.4 The effect upon financial operations of any major capital expenditures during the most recent fiscal year ................................................................................................................. 252 7.5 Investment Policy in the Last Year, Main Causes for Profits or Losses, Improvement Plans and Investment Plans for the Coming Year .............................................................. 253 7.6 Risk Assessment ........................................................................................................... 254 7.7 Other Important Matters. .............................................................................................. 257 VIII. Special items to be included ........................................................................... 258 8.1 Information related to the company's affiliates ............................................................ 258 8.2 Private Placement Securities in the previous year and by the date of report publication ............................................................................................................................................ 263 8.3 The Shares in the company Held or Disposed of by Subsidiaries in the previous year and by the date of report publication .................................................................................. 263 8.4 Other required supplementary notes ............................................................................. 263 - IX. Events with material impacts on equity or stock price as specified in sub section 2, section 3, Article 36 of the Securities and Exchange Act in the previous year and by the date of report publication. ........................................................... 264

I. Letter to Shareholders

Greetings to all of our valued shareholders,

In 2021, we can see the global economy recovery had been growing slowly in spite of COVID-19, whereas Taiwan was much less affected as a result of the success of pandemic-prevention policies. Meanwhile, the government kept promoting Forwardlooking Infrastructure Development Program and the varying international situation brought corporates to invest in Taiwan, increasing the demand for new factory facilities and office building and contribute steady growth of sales of building material business of the company. The following is the company’s business performance in 2021.

  1. In 2021, the sales of cement were 530 thousand tons, representing a YOY decline of 3%, the sales of ready-mixed concrete (RMC) were 1.82 million cubic meters, representing a YOY growth of 5% and the sales of gypsum boards were 14.83 million square meters, representing a YOY growth of 7%. Total consolidated revenue for 2021 was NT$ 6.08 billion, showing a growth of 12% compared with last year; Net profit after tax of the year was NT$ 1.11 billion representing a YOY decline of 12% due to the decline in investment earnings; Earnings per share had reached NT$ 1.66.

  2. The company not only endeavored to enhance the functional performance of gypsum board such as moisture resistance, fire resistance, sound insulation, convenience in construction and recycling, but also developed gypsum board system for rooftop and cladding system. Furthermore, the company combined our diverse gypsum board products with the exterior wall panel system of the brand “NICHIHA” from Japan to extend the application from the interior to the outside of buildings, offering a new option for customers.

  3. Ready-mixed concrete business group continued to supply for the demand for factories, offices, public construction, and the residences on the periphery of Hsinchu, Taichung, Tainan, Kaohsiung and Pingtung.

  4. Micro-Deformable Piezoresistive Sensor, the technology by our subsidiary company, Uneo Inc. was making a great progress in consumer electronics, stylus, industrial and semiconductor equipment, smart health, and smart warehouses. Uneo Inc. also collaborated with world-renowned corporates in standardizing, systemizing, and modularizing the product development based on the advanced technology and the past experiences of customization to shorten the product development cycle and raise the profit.

Looking into 2022, the company will continue to aim for the participation in public construction, factories, commercial buildings, and housing projects. To expand production capacity, our Kaohsiung Luzhu gypsum board plant and Ta-Fu Readymixed concrete mill’s second concrete mixer are estimated to be put into operation in the third quarter of 2022. With nine Ready-mixed concrete mills and two gypsum board plants, the company expects to achieve the cement sales volume target of 520 thousand tons, RMC sales volume target of 1.8 million cubic meters, and gypsum board sales volume target of 16.3 million square meters.

As a pioneer in film type pressure sensor industry, Uneo Inc. has been the designated

1

smart manufacturing sensor system supplier for various world-renowned companies since Industry 4.0 has been a clear trend. Moreover, our module products for smart health and smart inventory control are also highly regarded that the company have won contracts with key customers for new product development targeting the North American market. With the steadily-growing market demand for consumer electronics, we are anticipating a significant growth in sales performance of the sensor component business for 2022.

In conclusion, we are sincerely grateful for the support from all of our shareholders. The company will continue to strive for the corporate’s innovation and steady growth, keeping to corporate governance, ethical corporate management, sustainable development, fulfillment of social responsibility to make UCCTW thriving in the future.

Chairman

HOU, Bo-Yi

2

II Introduction of the company

2.1 Date of Establishment: March 1[st] , 1960

2.2 History of the company:

  • Sept., 1959 Founded by distinguished Mr. Wu, Shan-Lien, Mr. Hou, Yu-Li, Mr. Wu, Hiu-Chi and Mr. Wu, Tsun-Hsien.

  • Mar., 1960 Company established. Paid-in capital of NTD100 Million.

  • Feb., 1963 Establishment of Ta-Fu Cement Plant. Annual production capacity of 0.2 Million (0.3Mta) mt and occupying land of 19.4 hectare for the plant.

  • Feb., 1965 Establishment of second kiln in Ta-Fu Plant, annual capacity reached 0.3 Million mt (0.3 Mta).

  • Feb., 1971 Publicly listed on TWSE.

  • Jan., 1974 Location of Alian Cement Plant decided on plot of 22.3 hectare.

  • May, 1976 Establishment of Alian Cement Plant with annual capacity of 0.8 Million mt(0.8Mta).

  • May, 1983 In order to reduce consumption of energy, Alian Cement Plant replace its oil-burning system with coal burning system.

  • June, 1985 One of the two production line in Ta-Fu plant converted into latest NSP production system and increase annual capacity to 0.7 Million mt.

  • Sept., 1988 Establishment of Ta-Fu Ready-Mixed Concrete (RMC) Plant, hourly production capacity of 120 m[3] .

  • Dec., 1990 Pre-heating system at Alian Cement Plant was converted from semiN.S.P. system to R.S.P. system.

  • Jan., 1991 Establishment of Ta-Fu gypsum board plant, annual capacity of 7.5 Million m[2] , which was later increased to 9 Million m[2] due to expansion of capacity.

  • May, 1992 Completion of expansion of second production system in Ta-Fu RMC plan, hourly production capacity of 180 m[3] .

  • Jan., 1993 Evaluation of establishment of Hai-Fu gypsum plant.

  • Oct., 1994 Establishment of Nantz RMC Plant, hourly production capacity of 270 m[3] .

  • Mar., 1995 Establishment of Hai-Fu gypsum board plant, annual production capacity of 20 Million m[2] .

  • Apr., 1995 Establishment of Ling-feng-ying RMC plant, hourly production capacity of 180m[3] .

  • Sept., 1995 Both Ta-Fu gypsum board plant and cement plant were awarded the certificate of ISO 9002 by Bureau of Standards, Metrology and Inspection, Ministry of Economic Affairs, BSMI of MOEA.

  • Oct., 1995 Alian Cement plant was awarded the certificate of ISO 9002 by BSMI of MOEA.

  • Feb., 1996 Joint Meeting of Board of Directors and Supervisors approved, in principle, an investment in Vietnam on establishment of cement plant of 1.5 Million mt annual production capacity. The same resolution was submitted to and approved by the Annual General Meeting in April 1996.

3

  • Apr., 1996 Hai-Fu gypsum plant was awarded the certificate of ISO 9002 by BSMI of MOEA.

  • June, 1996 Investment of cement plant in Vietnam was approved and awarded license by Ministry of Planning and Investment of President Office of Vietnam.

  • Aug., 1996 Huan-ni Investment, subsidiary of UCC, invested in Ilocos Norte Mining, Philippines.

  • Aug., 1996 Paid-in capital reached NTD 4 Billion and 5.57Million dollar. Oct., 1996 Establishment of Joint Venture of Quảng Ninh Universal Cement, Vietnam.

  • Sept., 1997 Paid-in capital reached NTD 4Billion and 205.9Million dollar.

  • Dec., 1997 Announcement by MOEA to ban mining of limestone at east of Taiwan since Jan. 1998.

  • May, 1998 Suspension of Ta-Fu Cement plant.

  • July., 1998 Implementation of Favorable Retirement and Severance Package. Apr., 1999 Ta-Fu, Ling-feng-ying and Nantz RMC plant were awarded the certificate of ISO 9002.

  • Oct., 1999 Expansion of RMC network by leasing of Yeun Kung RMC plant. Jan., 2000 Establishment of pier in Pagudpud, Ilocos Norte, Philippines.

  • Mar., 2001 Suspension on establishment of cement plant in Quảng Ninh, Vietnam. Apr., 2001 The company repurchased treasury shares for purpose of capital reduction. Paid-in capital reached NTD 3 Billion and 933 Million dollar.

  • June, 2001 Suspension of production at Ta-Fu gypsum board plant. July., 2001 Hai-Fu gypsum plant received certification from Underwriters Laboratories Inc, U.S.A..

  • Feb., 2002 The company repurchased treasury shares for purpose of capital reduction. Paid-in capital reached NTD 3 Billion and 580 Million dollar.

  • Mar., 2002 Establishment of Ning-Bo, the Yings’ & Universal Building Material Company and its RMC plant in Bei-lun, Ning-bo, Zhe-jiang province, China.

  • Sept., 2002 Hai-Fu gypsum board plant received Green Mark from EPA.

  • Nov., 2002 Investment in cement grinding facility in Der-qing County, Guangdong province by contribution of idle grinding facility from Ta-Fu Cement Plant.

  • Dec., 2002[The company repurchased treasury shares for purpose of capital ] reduction. Paid-in capital reached NTD 3 Billion and 469 Million dollar.

  • Mar., 2003 Establishment of integrated cement plant in Ping-ling Township, Longmen County, Hui-zhou City, Guangdong Province, China.

  • July., 2003 Entering an investment agreement with Long-men County government in integrated cement plant.

  • Sept., 2003 Paid-in capital reached NTD 3 Billion and 711.83 Million dollar. Feb., 2004 Establishment of Feng-hua Universal Building Material Company and its RMC plant in Feng-hua, Zhe-jiang province, China.

  • Mar., 2004 Commencement of construction of Long-Men Cement Plant in Huizhou, Guangdong Province, China.

4

  • Aug., 2004 Establishment of Ning-Bo, Bei-lun, the Yings’ & Universal Building Material Company and its RMC plant in Bei-lun, Ning-bo, Zhe-jiang province, China.

  • Sept., 2004 Paid-in capital reached NTD 4 Billion and 157.25 Million dollar. Mar., 2005 Establishment of Hui-zhou RMC Inc., in Hui-cheng Dist., Hui-zhou city, Guangdong Province, China.

  • June, 2005 License to build second production line of Hui-zhou Universal Cement Corporation approved.

  • Aug., 2005 Paid-in capital reached NTD 4 Billion and 614.55 Million dollar. Aug., 2005 Establishment of subsidiary, Hui-zhou Universal Transportation Corporation approved.

  • Aug., 2005 Ta-Fu gypsum board plant relocated to Ho-Chi-minh, Vietnam. Establishment of Yong-hsiang Joint Venture Company.

  • Sept., 2005 Activation of first production line in Hui-zhou Universal Cement Corporation.

  • Dec., 2005 The company repurchased treasury shares for purpose of capital reduction. Paid-in capital reached NTD 4 Billion and 586.93 Million dollar.

  • Aug., 2006 Paid-in capital reached NTD 5 Billion and 91.49 Million dollar. Nov., 2006 Establishment of Ning-Bo Universal Building Material Company and its RMC plant in Jiang-Bei District, Ning-bo, Zhe-jiang province, China.

  • Dec., 2006 The company repurchased treasury shares for purpose of capital reduction. Paid-in capital reached NTD 5Billion and 83.26 Million dollar.

  • Apr., 2007 Construction of second cement production line of Hui-zhou Universal Company.

  • Apr., 2007 Establishment of Hui-zhou Universal Building Material Company. June, 2007 Divestment all shares in Yong-hsiang Joint Venture Company. Aug., 2007 Paid-in capital reached NTD 5 Billion and 591.59 Million dollar. Sept., 2007 Suspension of Ling-feng-ying RMC plant. Sept., 2008 Paid-in capital reached NTD 6 Billion and 38.91 Million dollar. Mar., 2009 Acquire sole ownership of Ning-bo, Ying’s & Universal Building Material Company and Ning-Bo, Bei-lun, the Yings’ & Universal Building Material Company. Divestment of complete ownership in Ning-bo Universal Building Ready-mixed Concrete Company, Ning-bo Universal Cement Product Company, Ning-bo Universal Building Material Company, Feng-hua Universal Building Material Company.

  • June, 2009 Addition of fabrication plant of Hai-Fu Gypsum Board Plant. July., 2009 Merger of Kao-hsiung RMC Industrial Company into the company. Nov., 2009 Divestment of sole ownership of Der-qing Universal Building Material Company.

  • Jan., 2010 Reduction of operation cycle of front end of burning system in Alian Cement Plant for resizing of staff.

  • Jan., 2010 Awarded patent of Micro-Deformable Piezoresistive Sensor from Industrial Technology Research Institute and technological cooperation development therewith.

  • July., 2010 Entering an agreement of divestment of Iloco Norte Mining Company, Philippines.

5

Aug., 2010 Divestment of shares in six subsidiaries in Hui-zhou and Ning-bo area in China. Aug., 2010 Setting up of office of Microelectronics Division and its plant. Aug., 2010 Expansion of RMC network by leasing of Fengshan RMC plant. Nov., 2011 Planning the construction of office, plant, and equipment of Microelectronics Division in southern Taiwan. Aug., 2012 Founding of Uneo Incorporated. Mar., 2013 Addition of second production system in Yeun Kung RMC plant. Aug., 2014 Planning the construction of new plant and equipment of Luzhu Gypsum Board Plant, Kaohsiung. Oct., 2015 Addition of second production system in Nantz RMC plant. Aug., 2016 Paid-in capital reached NTD 6 Billion and 336.09 Million dollar. Aug., 2017 Paid-in capital reached NTD 6 Billion and 536.09 Million dollar. Dec., 2019 Addition of second production system in Ta-Fu RMC plant. Nov., 2020 Expansion of RMC network by leasing of Hsin-Chu RMC plant.

6

III Report on Corporate Governance

3.1 Organization (Apr. 16, 2022)

==> picture [417 x 657] intentionally omitted <==

7

3.2 Profile of Directors, President, Vice Presidents, and head of divisions

3.2.1 Directors Apr. 16, 2022

Title Nationality Name Gender
/
Age
Date of
appoint
ment

Tenure
First
Appointment

Share
held
upon
appointment

Share
held
upon
appointment
As of date of report, As of date of report, As of date of report, As of date of report, As of date of report, As of date of report, Professional experience
and Education
Other position held in the Company or
Other Company

Executives,
Directors
or
Management who are spouses or
within two degrees of kinship

Executives,
Directors
or
Management who are spouses or
within two degrees of kinship

Executives,
Directors
or
Management who are spouses or
within two degrees of kinship


Remark

Share held
Share held by spouse and
underage children
Share held under name
of third-party
No. of Share Ratio No. of Share Ratio No. of Share Ratio No. of
Share
Ratio Title Name Relation
Chairman Republic of China Bo-Chih
Investment Co.,
Ltd.
2020.06.1
5
3 years 2011.6.22 27,893,282 4.26% 27,893,282 4.26% - - - - N/A N/A N/A
Represented by:
HOU, Bo-Yi
Male/
71~80
- - - - - 50,888,251 7.78% 22,393,735 3.42% - - Dept. of Transportation
Management, NCKU
 Director, Tainan Spining
 Director, Lio-ho Machine
 Director, Prince Housing & Development
 Chairman, Hsin Fu Hsing Industrial Co., Ltd.
 Chairman, Hou Yong-Du Social Welfare and
Charity Foundation
Director HOU, Chih-
Sheng
Son
Director HOU, Chih-
Yuan
Son
Director Republic of China Sheng-Yuan
Investment Co.,
Ltd.
2020.06.1
5
3 years 2008.12.02 63,355,157 9.98% 65,255,811 9.98% - - - - N/A N/A N/A
Represented by:
HOU, Chih-Sheng
Male
31~40
- - - - - 116,890 0.01% - - - - Ph.D, Electrical Engineering,
Massachusetts Institute of
Technology
MS/BS, Electrical
Engineering, Biomedical
Informatics, Stanford
University
 Director, Tainan Spin
 Director, UCC Investment
 Supervisor, Huan-Chung Cement
International Co.
 Supervisor, Lio-ho Machine
Chairman HOU, Bo-Yi
Son
President of the
Company
Director HOU, Chih-
Yuan
Sibling
Director Republic of China Yu-Sheng
Investment Co.,
Ltd.
2020.06.1
5
3 years 2017.6.14 62,652,464 9.87% 64,532,037 9.87% - - - - N/A N/A N/A
Represented by:
HOU, Chih-Yuan
Male
31~40
- - - - - 35,066 0.005% - - - - BA, Political Science,
Columbia University
AM, East Asia Studies,
Harvard University
 Director, Tainan Spining
 Director, UCC Investment
 Director, Huan-Chung Cement International
Co.
 Director, Lio-ho Machine
 Director, Grand Bills Finance Corp.
 Director, Nantex Industry Co., Ltd.
Chairman
Director
HOU, Bo-Yi
HOU, Chih-
Sheng

Son
Sibling
Director Republic of China Hsin-Han
Investment Co.,
Ltd.
2020.06.1
5
3 years 2017.6.14 35,450 0.005% 220,450 0.03% - - - - N/A N/A N/A
Represented by:
CHEN, Jing-Hsing
Male
61~70
- - - - - 1,120,926 0.17% - - 629,850 0.08% MBA, University of
Michigan.
 Manager, IT department, President
Corporation.
N/A N/A N/A
Independe
nt Director
Republic of China CHAN, Yi-Jen Male
61~70
2020.06.1
5
3 years 2017.6.14 - - - - - - - - PhD/EECS, The University of
Michigan, Ann Arbor, USA
 Chief Technology Officer, Cyntec Co.,
Hsinchu, Taiwan
N/A N/A N/A
Independe
nt Director
Republic of China HO, Yi-Da Male
41~50
2020.06.1
5
3 years 2020.06.15 - - - - - - - - MBA, Sloan School of
Management, Massachusetts
Institute of Technology
 Chairman, YFY Inc. N/A N/A N/A
Independe
nt Director
Republic of China WANG, Yong-
Chun
Male
51~60
2020.06.1
5
3 years 2020.06.15 - - - - - - - - Bachelor, Dept. of Law, China
Culture University
 Managing Attorney, Ning-yuan Law Firm N/A N/A N/A

8

Major Shareholders of Institutional Shareholders

Apr. 16, 2022 Apr. 16, 2022
Name of Institutional Shareholder Main Shareholder of Institutional Shareholder
Name Holding Ratio
Sheng-Yuan Investment Co., Ltd. HOU, Bo-Yi 99.00%
HOU, Chih-Sheng 0.30%
HOU, Chih-Yuan 0.30%
HOUSU, Ching Chieh 0.40%
Bo-Chih Investment Co., Ltd. HOU, Bo-Yi 50.00%
HOU, Chih-Yuan 6.62%
HOUSU, Ching Chieh 43.38%
Yu-Sheng Investment Co., Ltd. HOU, Bo-Yi 97.32%
HOU, Chih-Sheng 2.49%
HOUSU, Ching Chieh 0.19%
Hsin-Han Investment Co., Ltd. CHEN, Jing-Hsing 99.00%
CHEN, Mei-Ru 1.00%

9

Apr. 16, 2022

Profile of Directors


Qualification
Name
Qualification
Name
Professional qualification and Experience Independence Status Number of Other
Public
Companies in
Which the
Individual is
Concurrently
Serving as a
Independent
Directors
Chairman
Bo-Chih Investment Co., Ltd.
Represented by: HOU, Bo-Yi
Since Mr. Hou, Bo-Yi took office of Chairman of the Board, he has
led the Company through one of the most profitable time in the
history. Mr. Hou is also on the board of Tainan Spin, Prince
Housing & Development, and STUST. Mr. Hou has leveraged his
abundant experience in business administration and led the
Company with steady growth and kept supervising long-term
development goal when the global community is facing social and
economic impact. Under his leadership, the footprint of the
Company has extended to fields of application of electronics in
medical industry, multinational development alliance of building
material business and vitalization idle asset to create higher profit
for the investors. Mr. Hou does not possess any of the conditions
listed byArticle 30 of CompanyAct.












Not Required
None
Director
Sheng-Yuan Investment Co.,
Ltd.
Represented by: HOU, Chih-
Sheng
Dr. Hou, Chih-Sheng has a PhD. Degree in Electronic Engineering
from MIT, USA, Master and Bachelor degree in Electronic
Engineering from Stanford and is the current President of the
Company. Dr. Hou was also previously working in Electronic and
Optoelectronic
System
Research
Laboratories,
Industrial
Technology Research Institute. Dr. Hou and his research team had
receiver Edison Awards and R&D 100 Awards due to their
outstanding researches. Dr. Hou recognize high efficiency and
accountability as the core of his believe in terms of the
management of business and thus keep the Company in the leading
positions in terms of the profitability among our peers in the
industry in addition to his continuous effort in innovations and
steady growth. Dr. Hou does not possess any of the conditions
listed byArticle 30 of CompanyAct.













Not Required
























None
Yu-Sheng Investment Co., Ltd.
Represented by: HOU, Chih-
Yuan
Mr. Hou, Chih-Yuan holds a master degree in East Asia Study from
Harvard University, a bachelor degree in Political Science from
Columbia University. Mr. Hou is currently the Executive VP of the
Company and Vice Chairman and of Harvard Club of the Republic
of China, and also sits on the board of Tainan Spin Ltd., Nantex
Industry Co. Ltd., CHC Resource Co., Ltd. Mr. Hou is in charge of
marketing of the Company and dedicated in expanding customer
base. Since Mr. Hou took office, he has led to the growth of revenue
by our building material sector by 60% and continued on
expanding market share domestically and prepared for set foot in
North America, South East Asia and other oversea market. Mr. Hou
does not possess any of the conditions listed by Article 30 of
CompanyAct.
None
Hsin-Han Investment Co., Ltd.
Represented by: CHEN,
Mr. CHEN, Jing-Hsing holds an MBA degree from Michigan University
and another master’s degree in Cerebral Science from George
Washington Univsersity. Mr. Chen was the Chief of IT in President
Enterprise and a key member of the modernization of infrastructure of the
group in the field of ERP, CRM and management of supply chain. Since
his presence in President in 1984, Mr. Chen has participated in several
multinational business negotiations and a core member in the project of
merger with Starbucks. In the meantime, Mr. Chen has also acquired
abundant experience in real estate and led the team of performance
enhancement in Prince Housing & Development. Mr. Chen can
contribute to growth of the Company with his versatile and abundant
experience in IT, international M&A and real estate. Mr. Chen does not
possess anyof the conditions listed byArticle 30 of CompanyAct.
None
Independent Director

10

CHAN, Yi-Jen Dr. Chan is currently the Chief Officer of Technology of Cyntec
Co., Ltd., a Delta Group Company, and held the office of Chief
Officer of Strategy of Hermes-Epitek Corp. from 2016 to 2018 and
office of CEO of EPISIL Holding Inc. from 2013 to 2016. Dr. Chan
is the renowned expert of high-speed and power semiconductor and
contributes to the governance of the enterprise with his abundant
experience in strategical planning. During his time serving as
independent director, he also assist in cooperation between the
electronic production section of the Company and internationally
renowned manufacturers. Dr. Chan does not possess any of the
conditions listed byArticle 30 of CompanyAct.










All independent directors of the
Company is verified to comply
with the independency
requirement stipulated by Art. 3
of “Regulations Governing
Appointment of Independent
Directors and Compliance
Matters for Public Companies”











None
HO, Yi-Da Mr. Ho is currently the Chairman of YFY Consumer Products Co.
Ltd., and has served in AT Kearney and former Citigroup Salomon
Brothers. Mr. Ho has hold various executive positions within the
group of YFY, including business of consumer products, packaging
and international radio frequency and CEO of E ink Co. Ltd.. Mr.
Ho contributes to the board with his unique insight into the
organization of the Company and diversified dynamics for growth
of core business of the Company as well as professional advices in
financial planning, corporate governance and expansion of oversea
business. Mr. Ho does not possess any of the conditions listed by
Article 30 of CompanyAct.
None
WANG, Yong-Chun Mr. Wang is a licensed attorney in Taiwan with abundant
experience of practice of law. Mr. Wang does not possess any of
the conditions listed by Article 30 of Company Act.
None

3.2.1.2 Diversity and independence of the Board

3.2.1.2.1 Diversity of the Board

It is stipulated in Art. 20.3 of “Corporate Governance Best Practice Principles of UCC” that it is the duty of the Company to ensure the diversity of the board of the Company. It is fully considered, upon selection, that all candidates of the board member has equipped with the diversified backgrounds stipulated by the rule cited above to ensure the diversity goal of the board members are met.

The board consists of 7 members including three independent directors and one of which was reelected while the rest are new to the board. As to the age structure of the board, one of which is within range of 71 to 80, two of which is within range of 61 to 70, one of which is within range of 51 to 60, one of which is within range of 41 to 50 while the rest of the two is within range of 31 to 40. In addition to possessing the knowledge in the profession required by the operation of the Company, the members of the board also equipped with diversified background in Finance, Law and other professional fields which would benefit the governance of the Company and strengthen the management of operation, supervision and evaluation of execution of managerial policy and operation strategy. 3.2.1.2.2 Independence of the Board

The board consists of 7 members including three independent directors. All members of the board and the composition of which is qualified for the independence requirement pursuant to sec. 3 and sec. 4 of Art. 263 of Securities and Exchange Act.

11

3.2.2 Profile of President, Vice Presidents, Assistant Vice Presidents and the chief of divisions and branches of the company.

Apr. 16, 2022

Apr Apr Apr . 16, 2022
Position Nationa
lity
Name Gende
r
Date of
Appointmen
t
Share Held Share held by spouse
and underaged
children as of date of
report


Share held
under name of
third-party
Professional experience and
Education
Other position held in the
Company or Other Company
Manager who is a spouse
or relative
within second degree of
kinship
Remark
Share Ratio Share Ratio Share Ratio Position Name Relatio
n
President R.O.C. HOU,
Chih-
Sheng
Male 2020.07.01 116,890
0.02%
- - ~~-~~
~~-~~
Ph.D, Electrical Engineering,
Massachusetts Institute of Technology
MS/BS, Electrical Engineering,
Biomedical Informatics, Stanford
University
 Director, Tainan Spin
 Director, UCC Investment
 Supervisor, Huan-Chung Cement
International Co.
 Supervisor, Lio-ho Machine
Chairm
an
HOU,
Bo-Yi
Father
& Son
Executi
ve VP
HOU,
Chih-
Yuan
Sibling
Executive
Vice
President

R.O.C.
HOU,
Chih-
Yuan
Male 2020.07.01 35,066
0.005%
-
~~-~~

~~-~~

~~-~~
BA, Political Science, Columbia
University
AM, East Asia Studies, Harvard
University
Director, Tainan Spining
Director, UCC Investment
Director, Huan-Chung Cement
International Co.
Director, Lio-ho Machine
Director, Grand Bills Finance Corp.
Director, Nantex Industry Co., Ltd.
Chairm
an
HOU,
Bo-Yi
Father
& Son
Preside
nt
HOU,
Chih-
Sheng
Sibling
Chief of Auditing R.O.C. CHIAN
G, Hai-
Wei
Femal
e
2018.08.20 -
-

-

~~-~~

~~-~~

~~-~~
Dept. of Accounting, National
Kaohsiung University of Applied
Sciences
- - - -
Vice President,
Financial Division
R.O.C. YANG,
Tsung-
Jen
Male 2009.03.01 -
-

-

~~-~~

~~-~~

~~-~~
Dept. of Economics, China Culture
University
Director, Lio-ho Machine
Supervisor, UCC Investment
Director, Universal Ready-mixed
Concrete Industry
Chairman, Chia-yi Ready-mixed
Concrete
-
-

-
Asst. VP, Sales
Division
R.O.C. CHAN,
Chih-
hung
Male 2015.03.24 -
-

-

~~-~~

~~-~~

~~-~~
Dept. of Industrial Management,
National Taiwan Institute of
Technology
Director, Huan-Chung Int’l -
-

-
Director, Accounting
Division
R.O.C. TSENG,
Pei-Hsin
Femal
e
2019.05.01 -
-

-

~~-~~

~~-~~

~~-~~
Dept. of Accounting, Ming-Chuan
University
- -
-

-
Asst. VP, Office of
President
R.O.C. CHANG
, Pei-De
Male 2018.03.01 -
-

-

~~-~~

~~-~~

~~-~~
Dept. of Finance, National Taiwan
University
Director, Universal Ready-mixed
Concrete
Director, Tainan Ready-mixed Concrete
-
-

-
Asst. VP , Building
Material Division
R.O.C. KAO,
Tsung-
Yao
Male 2020.04.10 -
-

-

~~-~~

~~-~~

~~-~~
Dept. of Chemical Engineering, Nan-
Tai Junior College of Engineering
- -
-

-
Plant Manager, Ah-Lien
Cement Plant

R.O.C.
CHEN,
Heng-
Chuan
Male 2019.08.01 -
-

-

~~-~~

~~-~~

~~-~~
Master, Institute of Earth Sciences,
National Taiwan Ocean University
- -
-

-
Plant Manager, Hai-fu
Gypsum Board Plant
R.O.C. WU,
Chong-
Lun
Male 2020.11.1 -
-

-

~~-~~

~~-~~

~~-~~
Dept. of Marine Engineering, China
Maritime College
- ~~-~~
~~-~~

~~-~~
Chief Supervisor,
Ready-mixed Concrete
Division
R.O.C. CHOU,
Shih-
Kuei
Male 2010.08.30 -
-

-

~~-~~

~~-~~

~~-~~
Dept. of Chemistry, National Cheng-
Kung University
Chairman, Universal Ready-mixed
Concrete Industry
Chairman, Tainan Ready-mixed
Concrete
Director, Chia-yi Ready-mixed Concrete
~~-~~
~~-~~

~~-~~

12

3.3 Remuneration of Directors, Supervisors, President, and Vice Presidents

3.3.1 Remuneration of Directors and Independent director Unit: ‘000 NTD

3.3.1 Remuneration of Directors and Independent director Directors and Independent director Directors and Independent director Directors and Independent director Directors and Independent director Directors and Independent director Directors and Independent director Directors and Independent director Unit:‘000 NTD
Position Name Remuneration Ratio of Total
Remuneration
(A+B+C+D) to
Net Income (%)
Remuneration Received by Directors as Employees Ratio of Total
Compensation
(A+B+C+D+E+F+G) to
Net Income (%)
Remuneration from
ventures other than
subsidiaries or from
the parent company
(Note 1)
Base
Compensation
(A)
Severance Pay
(B)
Directors
Compensation(C)
Allowances (D) Salary, Bonuses, and
Allowances (E)
Severance Pay (F) Employee Compensation (G)
The
com
pany
All
companies
in
the
consolidat
ed
financial
statements
The
com
pany
All
companies
in
the
consolidat
ed
financial
statements
The
company
All
companies
in
the
consolidate
d financial
statements

The
company
All
companies
in
the
consolidate
d financial
statements

The
company
All
companies
in the
consolidate
d financial
statements



The
company
All
companies
in
the
consolidate
d financial
statements

The
company
All
companies
in
the
consolidate
d financial
statements
The company All companies in
the consolidated
financial statements
The
company
All
companies
in the
consolidate
d
financial
statements

Cash
Stock
Value
in
Cash

Cash
Stock
Value
in Cash
Chairman Bo-Chih Investment Inc. 0
0

0

0

11,920

11,920

960

960

12,880
(1.18%)


12,880
(1.18%)


0

0

0

0

0

0

0

0

12,880
(1.18%)


12,880
(1.18%)


None



















Represented by: HOU,
Bo-Yi

0

0

0

0

0

0

1,314

1,314

1,314
(0.12%)


1,314
(0.12%)


9,050

9,050

0

0

1,500

0

1,500

0

11,864
(1.09%)


11,864
(1.09%)
Director Sheng-Yuan
Investment
Inc.

0

0

0

0

2,980

2,980

240

240

3,220
(0.30%)


3,220
(0.30%)


0

0

0

0

0

0

0

0

3,220
(0.30%)


3,220
(0.30%)
Represented by: HOU,
Chih-Sheng

0

0

0

0

0

0

90

90

90
(0.01%)


90
(0.01%)


7,663

7,663

0

0

1,260

0

1,260

0

9,013
(0.83%)


9,013
(0.83%)
Director Yu-Sheng Investment Inc 0
0

0

0

2,980

2,980

240

240

3,220
(0.30%)


3,220
(0.30%)


0

0

0

0

0

0

0

0

3,220
(0.30%)


3,220
(0.30%)
Represented by: HOU,
Chih-Yuan

0

0

0

0

0

0

90

90

90
(0.01%)


90
(0.01%)


7,479

7,479

0

0

1,240

0

1,240

0

8,809
(0.81%)


8,809
(0.81%)
Director Hsing-Han Investment Inc
0

0

0

0

2,980

2,980

240

240

3,220
(0.30%)


3,220
(0.30%)


0

0

0

0

0

0

0

0

3,220
(0.30%)


3,220
(0.30%)
Represented by: CHEN,
Jing-Hsing

0

0

0

0

0

0

90

90

90
(0.01%)


90
(0.01%)


0

0

0

0

0

0

0

0

90
(0.01%)


90
(0.01%)
Independent
Director
CHAN, Yi-Ren 0
0

0

0

0

0

570

570

570
(0.05%)


570
(0.05%)


0

0

0

0

0

0

0

0

570
(0.05%)


570
(0.05%)
Independent
Director
HO, Yi-Da 0
0

0

0

0

0

570

570

570
(0.05%)


570
(0.05%)


0

0

0

0

0

0

0

0

570
(0.05%)


570
(0.05%)
Independent
Director
WANG, Yong-Chun 0
0

0

0

0

0

570

570

570
(0.05%)


570
(0.05%)


0

0

0

0

0

0

0

0

570
(0.05%)


570
(0.05%)

13

3.3.2 Remuneration of President and Vice President

Unit ‘000 NTD

Position Name Salary(A) Salary(A) Pensions(B) Pensions(B) Reward and
Allowance etc. (C)
Reward and
Allowance etc. (C)
Employees bonus from Distributable
Earnings (D)
Employees bonus from Distributable
Earnings (D)
Employees bonus from Distributable
Earnings (D)
Employees bonus from Distributable
Earnings (D)
Total Amount
(A+B+C+D)/Net
Income
Total Amount
(A+B+C+D)/Net
Income
Remuneration
from
ventures
other
than
subsidiaries
or
from the parent
company
The company All companies in
the consolidated
financial
statements
The
company
All companies in
the consolidated
financial
statements
The
company
All companies in
the consolidated
financial
statements
The company All
companies
in
the
consolidated
financial
statements
The
company
All companies in
the consolidated
financial
statements
Cash Stock Value
in Cash
Cash Stock Value
in Cash
President HOU,
Chih-
Sheng
3,000 3,000 0 0 4,050 4,050 1,260 0 1,260 0 8,310
(0.76%)

8,310
(0.76%)

None
Executive
Vice
President
HOU,
Chih-
Yuan
2,880 2,880 0 0 3,940 3,940 1,240 0 1,240 0 8,060
(0.74%)
8,060
(0.74%)

14

3.3.3 Name and Title of the Top 5 Manager Who Were Distributed Employees Remuneration

Unit: ‘000 NTD

Position Name Salary(A) Salary(A) Pensions(B) Pensions(B) Reward and
Allowance etc. (C)
Reward and
Allowance etc. (C)

Employees bonus from Distributable
Earnings (D)

Employees bonus from Distributable
Earnings (D)

Employees bonus from Distributable
Earnings (D)

Employees bonus from Distributable
Earnings (D)
Total Amount
(A+B+C+D)/Net
Income
Total Amount
(A+B+C+D)/Net
Income
Remuneration
from
ventures
other
than
subsidiaries
or
from the parent
company
The
company
All companies in
the consolidated
financial
statements
The
company
All companies
in
the
consolidated
financial
statements
The
company
All companies
in
the
consolidated
financial
statements
The company All
companies
in
the
consolidated
financial
statements
The
company
All companies in
the
consolidated
financial
statements
Cash Stock
Value
in
Cash
Cash Stock Value
in Cash
Chief
Strategy
Officer
HOU, Bo-Yi 4,200 4,200 0 0 4,850 4,850 1,500 0 1,500 0 10,550
(0.97%)
10,550
(0.97%)
None
President HOU,
Chih-
Sheng
3,000 3,000 0 0 4,050 4,050 1,260 0 1,260 0 8,310
(0.76%)
8,310
(0.76%)
Executive
Vice
President
HOU,
Chih-
Yuan
2,880 2,880 0 0 3,940 3,940 1,240 0 1,240 0 8,060
(0.74%)
8,060
(0.74%)
Vice President YANG,
Tsung-Jen
1,828 1,828 0 0 346 346 64 0 64 0 2,238
(0.21%)
2,238
(0.21%)
Director CHANG,
Pei-De
1,524 1,524 0 0 336 336 69 0 69 0 1,929
(0.18%)
1,929
(0.18%)

15

3.3.4 Employees Remuneration to Management Team

Unit: ‘000 NTD

Unit:‘000 NTD
Managers Position Name Stock Value
in Cash
Cash Total Total Amount/Net Income(%)
Chief Strategy Officer HOU, Bo-Yi - 4,264 4,264 4,264
President HOU, Chih-Sheng
Executive Vice President HOU, Chih-Yuan
Chief Supervisor, Ready-mixed
Concrete Division
ZHOU, Shih-Gui
Director, Sales Division CHAN, Chih-Hung
Asst. VP, Building Material
Division
KAO, Tsung-yao
Vice President, Finance Division,
CFO
YANG, Tsung-Jen
Asst. VP, Finance Division TSAI, Wen-Chang
Director, Accounting Division
(Head of Accounting)
TSENG, Pei-Hsin
  • 3.3.5 Analysis on the Remuneration received by Directors, President, and Vice Presidents

  • 1.Ratio of Total Compensation received by Directors (Independent Directors), President, and Vice Presidents to Net Income for last two fiscal years,

The ratio for year of 2021 was 4.97% (comparing to Net Income of the Company) and 4.97%(comparing the Net Income of all companies in consolidated financial report). The ratio for year of 2020 was 5.19% (comparing to Net Income of the Company) and 5.18%(comparing the Net Income of all companies in consolidated financial report).

  • 2.Connections between Policy, Criteria & Package for Remuneration Paid, Process of Decision and Operation Performance & Future Risk,

  • (1) Pursuant to Article 29 of the Article of Association of the Company, all directors of the Company is entitled to remuneration for execution of its duty which shall be decided according to the contribution to the Company. The remuneration for Chairman and Vice Chairman and Directors shall be decided by considering the level or peer company of the same industry, contribution of the directors and future risk of the Company. In addition, Article 33 of the Article of Association also provides that the Board of Directors is authorized to appropriate a remuneration of no higher than 3% of net profit for directors for the year with net profit. Such Remuneration is to be paid in cash only.

  • (2) Pursuant to Article 29 of Company Act and Article 31 of Article of Association

16

of the Company, the Board of Directors authorize the President and Vice President to oversee the business of the Company, whose remuneration was decided by consideration of individual performance and contribution the comprehensive operation performance of the Company and market level of similar position.

  • (3) Policies illustrated in (1)(2) above is in compliance with “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange” and submitted to Remuneration Committee for deliberation. The deliberation of which includes remuneration and bonus. The remuneration of managers are evaluate by taking into consideration the title, ranking, education achievement, professional knowledge and duty; whereas, the bonus awarded to directors or managers are recommended by considering the performance includes financial performances indicators, revenue of the Company, achievement rate of profit before and after tax, and non-financial performance indicators, the implementation of the core value of the Company, operation management, participation in continuing education and sustainable operation. The remuneration committee will then advise on the remuneration based on the indicators above.

  • (4) The remuneration of employee is decided by considering individual ability, contribution to the Company, performance, market level for equivalent position and future risk of the Company and should be positively co-related to performance of the Company. Pursuant to Article of the Company, the Company shall appropriate amount no less than 1% of net profit for remuneration to employee for fiscal years that generates net profit. The combination of remuneration of employee includes basic salary, bonus, and benefits. The basic salary is decided according to market level for equivalent position whereas the bonus is decided in connection with achievement of individual employee and the department associated with as well as the performance of the Company. The benefits are designed pursuant to applicable law and by consideration of the needs of the employee.

17

3.4 Implementation of Corporate Governance

3.4.1 Board of Directors

There are 9 meetings of the Board of Directors held in the year reported. Directors’ attendance is reported as follows:

Position Name Attendance Attendance Attendance
Rate
Remark
In
Person
By
Proxy
Chairman Bo-Chih
Investment
Inc.
Represented by: HOU,
Bo-Yi
9 0 100% NA
Director Sheng-Yuan Investment
Inc. Represented by:
HOU,Chih-Sheng
9 0 100%
Director Yu-Sheng
Investment
Inc. Represented by:
HOU,Chih-Yuan
9 0 100﹪
Director Hsing-Han Investment
Inc. Represented by:
CHEN,Jing-Hsing
9 0 100﹪
Independe
nt
Director
CHAN, Yi-Ren 9 0 100﹪
Independe
nt
Director
HO, Yi-Da 9 0 100﹪
Independe
nt
Director
WANG, Yong-Chun 9 0 100﹪
Other matters that require reporting:
1. Please specify the date of BOD meeting, term, content of the resolution, all statement made by independent directors and how the
company respond to such statement for following occasions,
(1) Items listed in the Article 14-3 of the Securities Exchange Act:
Date and Term of
BOD meeting
Content of Proposal
Resolution of the Proposal
Measure implemented by the
Company
1st Interim Meeting
of the 23th BOD
held on Spet. 23,
2021
Purchase of stock via private
offering.
The Board adopted such
proposal via 6 votes for the
proposal and 1 vote against
the proposal.
The
Company
had
announced on MOPS,
pursuant to the regulation,
as material information
on Spet. 23,2021.
(2) Other than the aforementioned, any resolution to which the independent hold opposing position against or reservation and were
recorded or made recorded in written: N/A.
2.In the case where a director needs to recuse himself/herself, please specify the name of the director, the content of the resolution, the
reason for the recusal and the result of voting on the specific resolution: N/A.
3. The implementation of the peer evaluation of the Board :
Evaluation frequency
Evaluated period
Evaluation scope
Evaluation method
Annually
2021.01.01~2021.12.13
The Board and members
of Functional Committees
Peer-evaluation
Item
evaluated:
1. Participation of operation of the Company; 2. Awareness of the goal and mission of the Company;
3. Enhancing the quality of decision-making of the Board or Committees; 4. Awareness of the duty
of the Board or the committees; 5. Composition and Structure of the Board or the Committees; 6.
Selection of the members of the Board or Committees and continuous training; 7. Management of
internal networking and communication; 8. Internal Control;
4.Measures taken to strengthen the function of the Board:N/A.

18

3.4.2 Operation of Auditing Committees

1. Operation of Auditing Committees

There are 6 meetings of the Auditing Committees held in the year reported. Members’ attendance is reported as follows:

Name Name Attendance Attendance Attendance
Rate
Remark
In Person By Proxy
CHAN, Yi-Ren 6 0 100%
HO, Yi-Da 6 0 100%
WANG, Yong-
Chun
6 0 100%
Other matters that require reporting:
1.
Please specify the date of Auditing Committee meeting, term, content of the resolution, all statement made by members and
how the company respond to such statement for following occasions,
(1) Report required pursuant to Article 14-5 of Security Exchange Act:
Term/
Date
of
BOD meetings
Content of the Resolution
Resolution
of
the
Committee
Actions of the Company
7th meeting of
23th BOD held on
Mar. 23, 2021
Financial Report for year of
2020
Resolved
by
the
Committee
with
unanimous approval by all
members presented and
advise to submit to the
Board of Directors.
Resolved by the board
with unanimous approval
by all directors presented.
The company executed as
per board’s resolution.
Change of CPA
Ratification of Protocol of
Internal Control
10th meeting of
23th BOD held on
July 26, 2021
Ratification of “Regulations
Governing Loaning of
Funds”
12th meeting of
23th BOD held on
July 26, 2021
Increase the Credit for Loan
of Funds to UCC
Investment, subsidiary of
the Company
1st Interim
Meeting of the
23th BOD held on
Spet. 23, 2021
Purchase of stock via
private offering.
Resolved by the
Committee with 2 votes
for the proposal and 1
vote against the proposal
and advise to submit to
the Board of Director.
The Board adopted such
proposal via 6 votes for
the proposal and 1 vote
against the proposal. The
Company had announced
on MOPS, pursuant to the
regulation, as material
information on Spet. 23,
2021.
13th meeting of
23th BOD held on
Nov. 15, 2021
Ratification of “Regulations
Governing the Acquisition
and Disposal of Assets”
Resolved by the
Committee with
unanimous approval by all
members presented and
advise to submit to the
Board of Directors.
Resolved by the board
with unanimous approval
by all directors presented.
The company executed as
per board’s resolution.
(2) Except for the aforementioned, any matters not passed by the committee and was resolved by the board with approval of
two-third of Board members: N/A.
2.
In case of recusal of Independent Directors due to conflict of Interest, please specify the name of the independent director,
the content of the resolution, the reason for the recusal and the result of voting on the specific resolution: N/A.
3.
Communication between the Independent Directors and Chief of Internal Audit / CPA:
(1) An audit report with following up is submitted to the members of the committee for review. The members of the committee
are, at their discretion, request to review the data on the business operation and financial status of the Company.

19

  • (2) Chief of Internal Audit and Auditors has both attended meetings of the committee to report on the implementation of Internal Audit, method adopted by the CPA during auditing and its scope, material adjustment and explanation thereof in order to maintain effective communication with independent directors.

  • (3) The Company has called on respectively independent meeting between independent directors and Chief of Internal Audit and Auditors, without the participation of members of the management team. No independent directors have expressed comments on the items communicated on the meetings.

20

3.4.3 Compliance Status of Corporate Governance and Deviations from “Corporate Governance

Best-Practice Principles for TWSE/ TPEx” and reasons thereof.

Evaluation Item Compliance Status Compliance Status Compliance Status Deviation from the Practice
and reasons
Y N Remark
1. Does the company establish and
disclose the Corporate Governance
Best-Practice Principles based on
“Corporate Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies”?
ˇ The Company has adopted “Corporate
Governance Best-Practice Principles”
by
reference
to
“Corporate
Governance Best-Practice Principles
for TWSE/TPEx Listed Companies”
and disclosed on website of Market
Observation Post System and the
Company.
No major deviation
identified.
2. Shareholding structure &
shareholders’ rights
(1) Does the company establish an internal
operating procedure to deal with
shareholders’
suggestions,
doubts,
disputes and litigations, and implement
based on the procedure?
(2) Does the company possess the list of its
major shareholders as well as the
ultimate owners of those shares?
(3) Does the company establish and
execute the risk management and
firewall system within its conglomerate
structure?
(4) Does the company establish internal
rules against insiders trading with
undisclosed information?
ˇ
ˇ
ˇ
ˇ



The
Company
has
appointed
spokesperson, deputy spokesperson
and shareholders’ affair unit to
respond to advise and dispute raised
by shareholders.
The Company keep track of list of
major shareholders and its controller
and disclose monthly pursuant to
relevant regulation.
The Company has established policies
for managements and control of
subsidiaries by specially appointed
unit pursuant to Internal Control
system,
protocol
and
operation
guidelines and relevant regulations.
The Company has adopted “Procedure
Dealing
with
Internal
Material
Information” to prevent insider from
trading of securities by leveraging
unpublished information.
No major deviation
identified.
No major deviation
identified.
No major deviation
identified.
No major deviation
identified.
3. Composition and Duties of the Board
of
Directors
(1) Does the Board develop and
implement a diversified policy for the
composition of its members?
(2) Does the company voluntarily
establish other functional committees
in addition to the Remuneration
Committee and the Audit Committee?
(3) Does the company establish a standard
to measure the performance of the
Board, and implement it annually?
ˇ
ˇ

ˇ
The Company has considered from
many aspect during the nomination
and
selection
of
candidates
of
directors to assure the appointee
possess quality that might benefit the
Company.
The
Company
has
appointed
Remuneration
Committee
and
Audit
Committee
pursuant
to
applicable
regulation.
The
appointment of other functional
committee will be deliberated
according to the need of the
Company.
The Company has conducted a peer
evaluation among members of the
BOD and functional committees for
the year of 2020. The result is reported
on meeting of Board of Directors on
Mar. 23,2021.
No major deviation
identified.
No major deviation
identified.
No major deviation
identified.

21

(4) Does the company regularly assess the
independence of CPA certifying the
financial report of the Company?
ˇ The Accounting Department of the
Company evaluates independency of
the CPA annually. The result is
submitted to the BOD meeting and
approved on Mar. 23, 2021. It is the
conclusion of the Company that CPA
Ms. LEE, Ji-Chen and Mr. YANG,
Chao-Chin has satisfied the standard
of independency recognized by the
Company (Note 1).
No major deviation
identified.
4. Does
the
company
establish
specialized units or dedicated members
and
personnel
responsible
for
corporate governance affairs, as well as
carrying out key actions and reporting
statuses (e.g. : including but not limited
to provide the information that board
directors and supervisors request to
perform their duties, ensuring the
general affairs of board meetings and
shareholders’ meetings are held in
accordance with regulations, applying
and changing of company registration,
and taking meeting minutes for board
meetings and shareholders’ meetings.)
ˇ The Board of Directors has appointed
Mr. YANG, Tsung-Jen to be the Chief
Officer of Corporate Governance on
its meeting on Aug. 11, 2020, effective
from Jan. 1st, 2021.
No major deviation
identified.
5. Does
the
company
establish
a
communication channel and build a
designated section on its website for
stakeholders, as well as handle all the
issues they care for in terms of
corporate social responsibilities?
ˇ The
Company
has
appointed
Spokesman and deputy spokesperson.
Relevant
information
has
been
disclosed on MOPS pursuant to
applicable regulations. To maintain
good
communication
with
our
investors, we also publish financial
information and matters regarding
shareholding.
A
bulletin
for
stakeholders has been established on
the website of the Company.
No major deviation
identified.
6. Does
the
company
appoint
a
professional
shareholder
service
agency to deal with shareholder
affairs?
ˇ The Company has delegated the
shareholder service to a professional
service agency - Department of Stock
Agency, SinoPac Securities Inc.,
effective from Apr. 8, 2021.
No major deviation
identified.
7、 Information Disclosure
(1)
Does the company have a
corporate website to disclose
both financial standings and the
status of corporate governance?
(2)
Does the company have other
information disclosure channels
(e.g. building an English
website, appointing designated
people to handle information
collection and disclosure,
creating a spokesman system,
webcasting investor
conferences)?
(3)
Does the Company publish and
file annual financial report
within two months after the end
of fiscal year and quarterly
financial report and monthly
The
Company
had
designated
personnel responsible for collections
and
publications
of
various
information pursuant to applicable
regulations as well as information
regarding Spokesman. Investors can
access
to
financial,
business
operation, and corporate governance
information on MOPS website.
No major deviation
identified.

22

operation report for first three
quarters, respectively, prior to
the deadline pursuant to relevant
regulations?
8.
Is there any other important
information to facilitate a better
understanding
of
the
company’s
corporate governance practices (e.g.,
including but not limited to employee
rights, employee wellness, investor
relations, supplier relations, rights of
stakeholders,
directors’
and
supervisors’ training records, the
implementation of risk management
policies and risk evaluation measures,
the
implementation
of
customer
relations policies, and purchasing
insurance
for
directors
and
supervisors)?
ˇ 1.
Benefit and Care for Employee
The Company has always lead the
employee
with
integrity
and
establish close bond with employee
with various benefits and on-job
training.
(1) Insurance: Group commercial
insurance policy.
(2) Remuneration: Annual Bonus,
Performance-based
Salary
Adjustment.
(3)
Benefits:
Meal
subsidy/
holidays gift money (Dragon
Boat Festival, Labor Day, Mid-
Autumn and Chinese New
Year)/ birthday gift money/ gift
money for wedding, funeral
birth and children’s education/
emergency aid fund/ subsidy for
traveling/
year-end
party/
uniform/ annual health check.
(4) Activities: Ad hoc sport event
and encourage of participation
in various sport event.
(5)
Training:
Comprehensive
training including orientation
for
new
employee,
on-job
training, out-sourced training,
online
learning
platform,
subsidized
training
courses,
incentive for advanced studies.
(6) Pension System: The Company
has
organized
Supervisory
Committee of Business Entities’
Labor
Retirement
Reserve
pursuant
to
applicable
regulations
and
allocate
retirement reserve monthly as
required.
For
employee
qualified
for
old
pension
system,
the
Company
has
appropriated
a
lump-sum
amount of retirement reserve
fun to account under Bank of
Taiwan as advised by the
actuary in 2016. In compliance
with implementation of Labor
Pension Act on July 1, 2005, the
Company
has
appropriated
pension fund for employee
qualified
for
new
pension
system at the rate of 6% and
No major deviation
identified.
No major deviation
identified.
No major deviation
identified.

23

deposit to the account under No major deviation
Bureau of Labor Insurance. identified.
2. Investor Relationship:
The Company has appointed
Spokesman
and
deputy
spokesperson. The Company has
delegated the shareholder service
to a professional service agency -
Department of Stock Agency,
Sino Pac Securities, effective No major deviation
from Apr. 8, 202. The Company identified.
has endeavored to maintain
effective communication with
investors via full disclosure of
information on MOPS website
and participation on AGM.
3. Supplier:
The Company and its supplier
maintain good relationship to
ensure competitive and stable
No major deviation
identified.
supply for the Company. In
addition, we dedicate to building
healthy
partnership
with
reciprocal dynamics to maintain No major deviation
a reliable chain of supply. The identified.
Company also conducts ad hoc
auditing on the supplier to ensure
the quality of supply.。
4. Rights of Stakeholders:
(1) For Customers:The Company
supplies products with safety as
well as superb quality, values
the feedback from clients and
take
prompt
actions
on
complaint from clients to ensure No major deviation
satisfactory result. identified.
(2) For shareholders: It is the goal
to safeguard the rights of
shareholder.
5. Training for Directors:
The
Company
encourages
directors to participate trainings
offered by qualified institutions
as individual directors sees the
topic complies with the need and
also
offer
suggestions
to
directors and help organizing as
needed. Please see below a list of
training classes taken for 23rd
Board of Directors.
6.
Risk
Management
and
implementation:
The Company has implemented
“Guidelines of Standard for Risk
Management and Evaluation” for
management and evaluation of
various type of risks.
7. Customer Management Policy:
The Companyhas implemented a

24

credit allowance system for each client, maintain a comprehensive records of transactions with each clients to decide appropriate credit and payment terms to ensure smooth transaction. The Company also follow ISO quality assurance system during production to ensure the compatibility with product standard as well as the interest of the client and consumer. It is also the top priority of the Company to enhance the protection on the privacy of the client with random internal audit to make sure all measures remains effective. 8. Insurance for Directors The Board of Directors has approved on its meeting on May 11, 2021, to insure the members of the board for its liability during executing its duty.

  1. Base on the result of “Corporate governance Evaluation” announced by TWSE ( Taiwan Stock Exchange Corporation) in a recent year to illustrate the status of matters have been already improved and priority measures to reinforce matters haven’t been improved:Pursuant to the evaluation result for 2021 Evaluation on Corporate Governance published by TWSE, the Company will take into account the result and evaluate and form action plans for improvement.

25

Annex: Training Records for Board of Directors members.

Chairm
an
Directors Directors Directors Independent Directors Independent Directors Independent Directors
Date Institution/ Course HOU,
Bo-Yi
HOU,
Chih-
Sheng
HOU,
Chih-
Yuan
CHEN,
Jing-
Hsin
CHAN,
Yi-Jen
HO,
Yi-Da
WANG
,
Yong-
Chun
Jan. 20 TCGA/ Prevention of Insiders’ Trading and
Implementation of Corporate Governance
3.0
Apr. 14 TID/ Lectures for Directors 3.0
May 6 TCGA/ Comprehension Aspects of
Liabilities of Director
3.0 3.0
Aug. 5 TCGA/ Corporate Governance and
Insiders’ Trading
3.0 3.0
Aug. 9 TCGA/ Risk management under impact of
COVID-19
3.0 3.0 3.0
Sept. 9 TCGA/ 2021Sustainable Governance and
Trend of ESG/CSR
3.0
Sept. 15 DGA/ Seminar on Liabilities of Directors
and Supervisors and Risk Management
3.0 3.0
Oct. 21 SFI/ Digital Transformation of Tradition
Industry
3.0
Oct. 28 SFI/ Liabilities of Directors and
Supervisors for fraudulent financial reports
3.0 3.0
Nov. 25 SFI/ Review of Financial Reports by
members of Audit Committee
3.0
Dec. 14 TABF/ Lecture on Corporate Governance 3.0
Dec. 23 SFI/ Advanced Seminar on the Practice of
Directors and Supervisors
3.0
TCGA: Taiwan Corporate Governance Association
TID: Taiwan Institute of Directors
SFI: Securities & Futures Institution
DGA: Digital Governance Association
TABF: Taiwan Academy of Banking and Finance

26

(Note 1) Checking List on the qualification and independency of CPA

Item Assessed Ms. LEE, Chi-Chen, CPA Mr. YANG, Chao-chin, CPA
1. Profile Chi Chen Lee is currently a certified
public accountant in the Tainan of
Deloitte & Touche. She joined
Deloitte in 1990 and then got the
license of Taiwan CPA in 1999. In
2004, he was promoted to Audit
Partner.
Chao Chin Yang is currently a certified
public accountant in the Tainan of
Deloitte & Touche. He joined Deloitte
in 1998 and then got the license of
Taiwan CPA in 2012. In 2017, he was
promoted to Audit Partner.
2. No significant financial interest
related to the company.
3. Avoid
any
inappropriate
relationship related to the company.
4. Not serving as a director,
supervisor or manager of the
company or a position that has a
significant influence on the audit
case in the last two years
5. During the audit, the accountant,
his spouse, dependent relatives, or
fourth relatives and other close
relatives did not serve as directors,
supervisors, managers, or positions
that have a significant impact on the
audit case
6. Accountants must not use their
own name for others
7. No shares of the company
8. No
money
loan
with
our
company
9. No joint investment or interest-
sharing
relationship
with
the
company.
10. No part-time job or fixed salary
of the company.
11. Must
not
involve
the
management
function
of
the
companyin makingdecisions.
12. Do not charge commissions
related to the business.
13. Do not concurrently operate
other businesses that may lose
independence.
14. Accountants should ensure that
their assistants are honest, impartial,
and independent.

27

3.4.4 The Composition, Duty, and Implementation Status of the Remuneration Committee

1. Profile of Members of the Remuneration Committee

Qualification
Identity Name
Qualification
Identity Name
Professional Qualification and
Experience
Independence
Number of
Companies in which
the member served
as member of
Remuneration
Committee
Independent
Director,
Chairman
HO, Yi-Da Mr. Ho is currently the Chairman of YFY Consumer
Products Co. Ltd., and has served in AT Kearney and
former Citigroup Salomon Brothers. Mr. Ho has held
various executive positions within the group of YFY,
including business of consumer products, packaging
and international radio frequency and CEO of E ink
Co. Ltd.. Mr. Ho contributes to the board with his
unique insight into the organization of the Company
and diversified dynamics for growth of core business
of the Company as well as professional advices in
financial planning, corporate governance and
expansion of oversea business. Mr. Ho does not
possess any of the conditions listed by Article 30 of
CompanyAct.













The members of the
committee meet the
independence
requirement
stipulated by Art. 6 of
“Regulations
Governing
the
Appointment
and
Exercise of Powers
by the Remuneration
Committee
of
a
Company
Whose
Stock is Listed on the
Taiwan
Stock
Exchange
or
the
Taipei Exchange.”




































None
Independent
Director
CHAN, Yi-
Ren
Dr. Chan is currently the Chief Officer of
Technology of Cyntec Co., Ltd., a Delta Group
Company, and held the office of Chief Officer of
Strategy of Hermes-Epitek Corp. from 2016 to 2018
and office of CEO of EPISIL Holding Inc. from 2013
to 2016. Dr. Chan is the renowned expert of high-
speed and power semiconductor and contributes to
the governance of the enterprise with his abundant
experience in strategical planning. During his time
serving as independent director, he also assists in
cooperation between the electronic production
section of the Company and internationally
renowned manufacturers. Dr. Chan does not possess
any of the conditions listed by Article 30 of Company
Act.

None
CHANG,
Wen-Chang
Dr. Chang, Wen-chang holds a PhD degree in
Pharmacy from Dept. of Pharmacy of Tokyo
University,
Japan
and
was
elected
as
Academician of Academia Sinica. Dr. Chang is
currently the Chairman of the Board of Taipei
Medical University and former Vice-Chairman
of National Science Council. Under the
leadership of Dr. Chang, TMU has become the
top private medical school in Taiwan and
expand the number of hospital to seven which
contribute to the economic scale of the
researches conducted. Dr. Chang’s abundant
experience has offered valuable assistance to
the Company.
None

28

2. Implementation Status of the Remuneration Committee

  • (1) There are 3 members in the Remuneration Committee.

  • (2) Tenure for 4[th] Remuneration Committee: June 15, 2020~June 14, 2023.

The Committee held 2 meetings in the year reported with attendance record as follow,

follow,
Position Name Attendance Attendance
Rate (%)
Remark
In Person By Proxy
Chairperson HO,Yi-Da 2 0 100%
Member CHAN,Yi-Ren 2 0 100%
Member CHANG, Wen
Chang
2 0 100%
Mandate of the Remuneration Committee
This committee shall act with care of a good administrator, faithfully execute the following duties and submit its advice
to the Board of Directors for discussion.
1.
Implement, with regular review, standards applicable to evaluation of the performance of the Directors and
managers, annual and log-term key performance indicators as well as the policies, systems, standards, and
structure thereof.
2.
Regularly review performance of the Directors and managers with reference to key indicators and advice on the
content and amount of the remuneration packages of the Directors and managers according to the result of
review.
3.
The performance evaluation and advice on the remuneration shall refer to usual standard applied by peers in the
same industry, evaluation on individual performance, amount of time invested, position held by individual,
performance while holding of other positions, packages offered by to Company to equivalent position and reach
a conclusion of reasonableness demonstrate the reasonable connection between achievement of short-term and
long-term goal of the Company, financial status of the Company and individual performance, performance of
the Company and future risks.
Meetings of Remuneration Committee
The Committee has held the following meetings to review and evaluate remuneration policies of the Company in the year
of 2021.
Date and Terms
of the meetings
Agenda
Recommendation
Actions by the Company
4thmeeting of
4thTerm, held
on Mar. 23
1. Review of the remuneration policy
structure for Directors and Managers and
Key Performance thereof for the year of
2021.
2. Review of distribution of remuneration
of employee and directors for the year of
2020.
The Chairperson
consulted with
members presented
and approve
unanimously.
The Board of Directors has
adopted according to
recommendation by the
Committee and proceed
accordingly and compliance
with applicable regulations.
5thmeeting of
4thTerm, held
on Nov. 15
1. Review of salary, key performance
evaluation, remuneration and bonus
policies to be adopted of 2022.
2. Review of the remuneration of Directors
of 2022
3. Review of the salary and bonus
distributable to the managers in 2022.
4. Discussion of working plan of the
committee for theyear of 2021.
The Chairperson
consulted with
members presented
and approve
unanimously.
The Board of Directors has
adopted according to
recommendation by the
Committee and proceed
accordingly and compliance
with applicable regulations.
Other matters that require reporting:
1. If the board of directors declined to adopt, or modified a recommendation of the Remuneration Committee, please
specify the date, term, content, resolution, and the Company’s processing situations for Remuneration Committee’s
resolution: None.。
2. Anyobjections or reservations expressed byanycommittee member in record or in written to Remuneration
follow,
Position Name Attendance Attendance
Rate (%)
Remark
In Person By Proxy
Chairperson HO,Yi-Da 2 0 100%
Member CHAN,Yi-Ren 2 0 100%
Member CHANG, Wen
Chang
2 0 100%
Mandate of the Remuneration Committee
This committee shall act with care of a good administrator, faithfully execute the following duties and submit its advice
to the Board of Directors for discussion.
1.
Implement, with regular review, standards applicable to evaluation of the performance of the Directors and
managers, annual and log-term key performance indicators as well as the policies, systems, standards, and
structure thereof.
2.
Regularly review performance of the Directors and managers with reference to key indicators and advice on the
content and amount of the remuneration packages of the Directors and managers according to the result of
review.
3.
The performance evaluation and advice on the remuneration shall refer to usual standard applied by peers in the
same industry, evaluation on individual performance, amount of time invested, position held by individual,
performance while holding of other positions, packages offered by to Company to equivalent position and reach
a conclusion of reasonableness demonstrate the reasonable connection between achievement of short-term and
long-term goal of the Company, financial status of the Company and individual performance, performance of
the Company and future risks.
Meetings of Remuneration Committee
The Committee has held the following meetings to review and evaluate remuneration policies of the Company in the year
of 2021.
Date and Terms
of the meetings
Agenda
Recommendation
Actions by the Company
4thmeeting of
4thTerm, held
on Mar. 23
1. Review of the remuneration policy
structure for Directors and Managers and
Key Performance thereof for the year of
2021.
2. Review of distribution of remuneration
of employee and directors for the year of
2020.
The Chairperson
consulted with
members presented
and approve
unanimously.
The Board of Directors has
adopted according to
recommendation by the
Committee and proceed
accordingly and compliance
with applicable regulations.
5thmeeting of
4thTerm, held
on Nov. 15
1. Review of salary, key performance
evaluation, remuneration and bonus
policies to be adopted of 2022.
2. Review of the remuneration of Directors
of 2022
3. Review of the salary and bonus
distributable to the managers in 2022.
4. Discussion of working plan of the
committee for theyear of 2021.
The Chairperson
consulted with
members presented
and approve
unanimously.
The Board of Directors has
adopted according to
recommendation by the
Committee and proceed
accordingly and compliance
with applicable regulations.
Other matters that require reporting:
1. If the board of directors declined to adopt, or modified a recommendation of the Remuneration Committee, please
specify the date, term, content, resolution, and the Company’s processing situations for Remuneration Committee’s
resolution: None.。
2. Anyobjections or reservations expressed byanycommittee member in record or in written to Remuneration

29

Committee’s resolution, please specify the date, term, content, and the committee’s processing situations for objections or reservations: None.

3. Member of the Nomination Committee and Operation thereof

Not applicable as the Company is not required to establish this committee.

30

3.4.5 Fulfillment of sustainable development and discrepancies with Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and reasons:

Action Items Implementation Status Discrepancies with
Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Abstract Explanation
1. Does the company establish
exclusively (or concurrently) dedicated
unit authorized by the Board to be in
charge of enforcing sustainable
development and the execution be
supervised by the Board?
ˇ 1.
The company’s Chairman chairs
sustainable development
committee to give guidance in
sustainable development; the
President and heads of divisions
are in charge of long term
operations.
2.
(1)
The Board of approved the
appointment of the Office of
President as the CSR
responsible unit on August 11,
2020 and the unit was renamed
to sustainable development
responsible unit in March, 2021.
(2)
Sustainable development
responsible unit comprises the
head of department and
dedicated staff in charge of the
policies, implementation, risk
management, education and
training for sustainable
development.
(3)
Sustainable development
responsible unit reports the
implementation to the Board at
least once a year. The latest
reporting date: March 28, 2022.
For the full report, please view
the company’s website:
“Corporate Governance” →
“Operation of the Board’s
meeting.”
3.
The management team reports
to the Board on the company’s
ESG sustainable development at
least once a year and the
strategies and implementations
of ESG sustainable development
are regularly reviewed and
supervised bythe Board.



None.
2. Does the company assess
environmental, social and governance
risks associated with its operations based
on the principle of materiality, and
establish related risk management
policies or strategies?
ˇ 1.
The company makes risk
assessment based on major
issues such as environment,
society and governance,
negotiates with stakeholders,
and establishespolicies on ESG
None.

31

Action Items Implementation Status Discrepancies with
Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Abstract Explanation
issues and risk management. For
the full policies and strategies,
please view the company’s
website: “Sustainable
Development” → “Risk Policy
and Strategy.”
2.
The following information
covers the sustainable
development performance of the
company’s main sites in 2021.
The risk assessment covers the
parent company.

3. Environmental issues
(1) Does the company establish proper
environmental management systems
based on the characteristics of its
industries?
ˇ 1.
The company established
environment protection
measures including scrappage of
old diesel cars in accordance
with Environmental Protection
Administration, Executive Yuan,
regular inspection and
retirement of energy-intensive
facilities, local procurement of
main materials, recycling
process wastewater for road
sprinkling to decrease air
pollution. For the full measures,
please view the company’s
website: “Sustainable
development” → “The Policy
on energy saving and carbon
reduction.”
2.
Verification: None.


None.
( 2) Does the company endeavor to
utilize all resources more efficiently and
use renewable materials which have low
impact on the environment?
ˇ The company has endeavored to make
the production line more efficient and
eco-friendly to reduce the impact and
burden of the environment. For the
policy and achievement of energy
saving and carbon reduction, the
consumption of electricity and water,
the amount of waste, please view the
company’s website: “Sustainable
development” → “The Policy on
energysavingand carbon reduction.”

None.

32

Action Items Implementation Status Discrepancies with
Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Abstract Explanation
( 3) Does the company evaluate the
potential risks and opportunities under
climate change and take measures in
response to climate related issues?
(4) Does the company record greenhouse
gas emissions, water consumption, and
weight of waste over the last two years
and establish policies on energy
efficiency, reduction of carbon dioxide
and greenhouse gas, water-saving and
other waste management?
ˇ
ˇ
Sustainable development committee is
the company’s highest organization in
charge of climate change issues. As
the chair of the committee, the
company’s Chairman reviews the
strategies, goals, risks, opportunities,
plans and action on climate change
and reports to the Board.
The company assesses the risks and
opportunities of climate change
according to the TCFD structure
published by Financial Stability Board
(FSB). The latest assessment was
finished in 2021. For the full
assessment, please view the
company’s website: “Sustainable
Development” → “TCFD.”
1.
The past two years’ indirect
greenhouse gas emission,
consumption of water, amount
of non-toxic waste, intensity of
energy and water are disclosed
on the company’s website:
“Sustainable development” →
“The Policy on energy saving
and carbon reduction”,
“Greenhouse gas emission,
water and the waste.”
2.
For the policy and achievement
of energy saving and carbon
reduction, the consumption of
electricity and water, the amount
of waste, please view the
company’s website:
“Sustainable development” →
“The Policy on energy saving
and carbon reduction.”
3.
The following information
covers the company’s main
sites.
4.
Greenhouse gas emission
inventory will be finished in
2023 and acquire verification in
2024.


None.

None.

33

Action Items Implementation Status Discrepancies with
Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Abstract Explanation
4. Social issues
(1) Does the company formulate
appropriate management policies and
procedures according to relevant
regulations and the International Bill of
Human Rights?
ˇ 1.
The company not only complies
with local regulations but also
upholds the internationally-
recognized human rights for
labor and respects the United
Nations Universal Declaration
on Human Rights, the
International Labor
Organization’s fundamental
conventions on core labor
standards, the International
Covenant on Civil and Political
Rights and the International
Covenant on Economic Social
and Cultural Rights. The
company formulates human
rights policies and expects all
the business partners to comply
with them.
2.
For more specific measures,
please view the company’s
website: “About UCCTW” →
“Human Rights Policy.”
None.
(2) Does the company have reasonable
employee benefit measures
(including remuneration, leave, and
other benefits) and appropriately
reflect the business performance or
results on the employee
remuneration policy?
ˇ 1.
The company stipulates
employee benefit measures and
reflects business performance
on employees’ remuneration.
For the full policy and
measures, please view the
company’s website:
“Sustainable Development” →
“Employee Benefit Measures.”
2.
In 2021, the company’s female
employment rate was 18.3% and
female supervisor rate was
9.8%.

None.

34

Action Items Implementation Status Discrepancies with
Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Abstract Explanation
(3) Does the company provide
employees with a safe and healthy
working environment and regularly
organize training on health and
safety?
ˇ 1.
The company conforms to
government regulations on labor
health and safety, formulating
corresponding measures,
holding training courses,
offering protective equipment,
and making annual
environmental inspection by
external units and re-inspection
by the fire department. Also, the
supervisors and the personnel of
environmental safety and health
manage and inspect operating
fields by patrolling every day,
controlling deficiencies,
following up on improvement,
and regularly reporting to the
President at monthly meetings.
2.
Verification: None.
3.
In 2021, the case of the
company occupational
accidents: None.

None.
(4) Does the company have an effective
career development training program for
employees?
ˇ The company not only assesses and
provides feedback on employees’
skills and interests, but also offers
training and development activities
that match their career development
objectives and job needs. For the full
training programs, please view the
company’s website: “Sustainable
Development ” → “Employee Benefit
Measures.”
None.
(5) Does the company follow relevant
laws, regulations and international
guidelines for customer health and safety,
customer privacy, and marketing or
labeling of products and service, and also
formulate customer protection policies
and procedures for consumer
complaints?

ˇ
The company not only complies with
local regulations and relevant
international standards to label and
promote products, but also provide
customer service through email and
hotline responding to consumer’s
queries and grievances to improve
products and service efficiency. For
the customer service and customer
relationship performance, please view
the company’s website: “Sustainable
Development ” → “Stakeholders.”
None.

35

Action Items Implementation Status Implementation Status Implementation Status Discrepancies with
Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Abstract Explanation
(6) Does the company implement
supplier management policies, requiring
suppliers to observe relevant regulations
on environmental protection,
occupational health and safety or labor
and human rights? If so, describe the
results.
ˇ The company established the supplier
management policy to require
suppliers to enforce environment
protection, occupational safety and
health, and labor rights. The company
carries out the supplier evaluation at
least once a year. For the full policy
and implementation, please view the
company’s website: “Corporate
Governance” → “Supplier
management.”
None.
5. Does the company adopt
internationally recognized standards or
guidelines in the preparation of
sustainability reports disclosing its non-
financial information? Does the reports
above obtain assurance from a third party
verification unit?
ˇ 1.
The company’s Sustainability
reports are written on the basis
of the GRI Standards core
options.
2.
The CPA firm of Legendary &
Steadfast Accountancy will be
retained to provide an
independent limited assurance
of the 2021 sustainability report
based on the standards in SAES
No.1 “Assurance Engagements
Other than Audits or Reviews of
Historical Financial
Information”, established in
accordance with ISAE 3000 and
issued by Taiwan’s Accounting
Research and Development
Foundation.
None.
6. If the company has established its own sustainable development principles in accordance with the Sustainable
Development Best Practice Principles for TWSE/TPEx Listed Companies, please describe the implementation
and the discrepancies if there’s any: None.

36

Action Items Implementation Status Implementation Status Implementation Status Discrepancies with
Sustainable
Development Best
Practice Principles
for TWSE/TPEx
Listed Companies
and Reasons
Yes No Abstract Explanation
7. Other important information facilitating understanding of the state of sustainable development implementation:
The company endeavors to carry out environmental protection, contribute to community activities and industry
events, and donate to schools or charity organizations.
The following are the contributions of 2021.
(1)
Visit local representatives of our factories’ neighborhood to understand residents’ needs.
(2)
Industry-academia cooperation:
a. Sponsor free gypsum boards for the 51thNational Skills Competition.
b. Internship program with Department of Civil Engineering from National Cheng Kung University.
c. Participation in National Cheng Kung University’s liberal education program.
d. Provide mentorship for Seed Talent Program.
(3)
Donations:
a. National Taiwan Sport University: NT$ 200 thousand.
b. National Taiwan University of Science and Technology: NT$ 100 thousand.
c. Wu San-Lien Awards Foundation: NT$ 200 thousand.
d. Southern Taiwan University of Science and Technology: NT$ 200 thousand.
e. Scholarship Foundation of the Harvard Club of the R.O.C.: NT$ 50 thousand.
f. Chinese National Federation of Industries: NT$ 60 thousand.
g. Taoyuan Enterprise Chamber: NT$ 30 thousand.

3.4.6 Fulfillment of Ethical Corporate Management and Discrepancies from the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies"

==> picture [462 x 313] intentionally omitted <==

----- Start of picture text -----

Discrepancies from
Implementation Status [1]
the “Ethical
Corporate
Management Best
Evaluation Item
Y N Abstract Illustration Practice Principles
for TWSE/GTSM
Listed Companies”
and Reasons
1. Establishment of ethical corporate
management policies and programs
(1) Does the company have a Board- ˇ A. The Board of Directors has None.
approved ethical corporate approved the formulation of
management policy and stated in its “Ethical Corporate Management
regulations and external Best Practice Principles,” and
correspondence the ethical corporate established the “Procedures for
management policy and practices, as Ethical Management and
well as the active commitment of the Guidelines for Conduct”,
Board of Directors and management specifying matters that should be
towards enforcement of such policy? noted by all employees of the
company and companies of UCC
Group while performing duties.
The Office of the President is
responsible for formulating ethical
corporate management policies
and prevention plans, reporting the
operation of ethical corporate
management and its status of
----- End of picture text -----

37

Evaluation Item Implementation Status1 Discrepancies from
the “Ethical
Corporate
Management Best
Practice Principles
for TWSE/GTSM
Listed Companies”
and Reasons
Y N Abstract Illustration
(2) Does the company have mechanisms
in place to assess the risk of unethical
conduct, and perform regular analysis
and assessment of business activities
with higher risk of unethical conduct
within the scope of business? Does the
company implement programs to
prevent unethical conduct based on
the above and ensure the programs
cover at least the matters described in
Paragraph 2, Article 7 of the Ethical
Corporate Management Best Practice
Principles for TWSE/TPEx Listed
Companies?
(3) Does the company clearly provide the
operating procedures, code of
conduct, disciplinary actions, and
appeal procedures in the programs
against unethical conduct? Does the
company enforce the programs above
effectively and perform regular
reviews and amendments?

ˇ
ˇ
implementation to the Board of
Directors regularly.
B. Ethical corporate management
policies are published on the
company’s website, as well as
promotional materials or external
activities, so that managements,
employees, suppliers, customers or
other business-related institutions
and personnel can understand the
company’s ethical corporate
management philosophy and
regulations.
The company has always been
committed to business integrity and
does not engage in business activities
involving unethical conducts in the
scope of business. The Office of the
President regularly analyzes and
evaluates the risks of dishonest
behavior within the business scope and
formulates the "Integrity Management
Operating Procedures and Behavior
Guidelines" accordingly. Such reviews
cover at least the preventive measure
described in Article 7, Paragraph 2 of
the Ethical Corporate Management
Best Practice Principles for
TWSE/GTSM Listed Companies.
The company has clear stipulations and
ethical business conduct and relevant
guidelines covering code of conducts,
whistleblowings, punitive measures for
violations, and grievances in company
articles and systems, such guidelines
include the “Ethical Corporate
Management Best Practice Principles,”
“Procedures for Ethical Management
and Guidelines for conduct,”
“Whistleblowing Procedures of
Unethical Behaviors,” and “Guidelines
to Employee Grievances.”. The
company has established “Code of
Ethical Conduct” for the Directors and
Managers of the company to adhere to.
The adequacy and effectiveness of
regulations andpolicies or ethical

None.
None.

38

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Discrepancies from
the “Ethical
Corporate
Management Best
Practice Principles
for TWSE/GTSM
Listed Companies”
and Reasons
Y N Abstract Illustration
business conduct are reviewed on a
regular basis.
2. Implementation of operations integrity
policy
(1)
Does the company evaluate business
partners’ ethical records and include
ethics-related clauses in business
contracts?
(2)
Does the company have a unit
responsible for ethical corporate
management on a full-time basis
under the Board of Directors which
reports the ethical corporate
management policy and programs
against unethical conduct regularly
(at least once a year) to the Board of
Directors while overseeing such
operations?
ˇ
ˇ
ˇ
In the “Ethical Corporate Management
Best Practice Principles” and
“Procedures for Ethical Management
and Guidelines for conducts,” it is
specified that the company shall refrain
from having any engagements with
parties that have any records of
unethical conducts. Before dealing with
any parties, the company shall assess
whether there has been a record of
unethical behavior, and try as much as
possible to incorporate the ethical
corporate management clause in the
contract.
A. The company has designated The
Office of the President to support
ethical corporate management and
be responsible for devising and
overseeing the ethical corporate
management policy and prevention
programs against unethical
conducts. The company reports the
implementation of the above to the
Board on March 23, 2021 and
March 28, 2022. The frequency of
report is at least once a year.
B. The company implements the
ethical corporate management
policy, and the relevant
implementation in 2021 is as
follows:
a.
Establish evaluation system for
trading counterparties and require
suppliers to comply with the
ethical management principles.
b.
Program the internal and external
regulations and conduct case
studies based on real cases and
training related to ethical
management,with a total




None.
None.

39

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Discrepancies from
the “Ethical
Corporate
Management Best
Practice Principles
for TWSE/GTSM
Listed Companies”
and Reasons
Y N Abstract Illustration
(3)
Does the company establish and
implement policies to prevent
conflicts of interest and provide
appropriate communication
channels?
(4)
Does the company have effective
accounting and internal control
system in place to implement ethical
corporate management? Does the
internal audit unit follow the results
of unethical conduct risk
assessments and devise audit plans
to audit the system to prevent
unethical conduct, or hire outside
accountants to perform the audits?
ˇ
ˇ
participant of 488.
A. The company's “Procedures for
Ethical Management and
Guidelines for Conduct” specifies
policies for preventing conflicts of
interests. When employees have
conflicts of interest in business,
they should report to their direct
supervisors and The Office of the
President and receive appropriate
guidance from direct supervisors.
B. The company's “Rules of
Procedure for Board of Directors
Meetings” has clearly stated that if
Directors has a stake in the
proposal of the legal persons
represented, they shall disclose the
key aspects of the interest in the
meeting. If their interest may
compromise the interests of the
company, the said Director shall
not participate in the discussion of
nor cast the vote on items involved
and shall excuse himself from the
proceeding of the specific agenda
item involved. Also, they shall not
stand proxy for other Directors to
exercise the voting right on the
same item.
The company has established an
effective and mature accounting and
internal control system to connect the
function of personnel, finance, sales,
production and materials layer by layer,
inspecting and managing abnormalities.
The Audit Office under the company’s
Board of Directors formulates an audit
plan every year to check compliance
with rules and regulations and reduce
the risk of unethical behavior. In
addition, since internal audit is the
responsibility of all employees, all
units of the company also conduct self-
assessment of internal control in
January each year to facilitate the
implementation of the spirit of internal
control to all levels.



None.
None.

40

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Discrepancies from
the “Ethical
Corporate
Management Best
Practice Principles
for TWSE/GTSM
Listed Companies”
and Reasons
Y N Abstract Illustration
(5)
Does the company regularly hold
internal and external educational
training on ethical management?
The company regularly conducts
education and training related to ethical
management to employees so that they
can fully understand the company's
determination, policies, prevention
plans and the consequences of
violations of unethical behavior. The
ethical management education and
training in 2021 is with a total
participant of 488.
None.
3. The implementation of the company’s
whistle-blowing system.
(1)
Has the company establish concrete
whistle-blowing and reward system
as well as accessible whistle-
blowing channels? Does the
company assign a suitable and
dedicated individual for the case
being exposed by the whistle-
blower?
ˇ The company has established the
“ Whistle-blowing Procedures of
Unethical Behaviors” and “ Guidelines
to Employee Grievances” providing
multiple reporting channels such as
whistle-blowing mailboxes and
whistle-blowing hotlines, assigning
Audit Offices and Management
Division of the company as the
responsible units, and clearly stipulated
reward systems.
None.
(2)
Does the company establish standard
operating procedures for whistle-
blowing cases, follow-up measures
and relevant system of
confidentiality after the
investigation?

ˇ
The company’s “Whistle-blowing
Procedures of Unethical Behaviors”
and “Guidelines to Employee
Grievances” clearly stipulate the
relevant standard operating procedures
for following steps of cases,
acceptance, investigation, closing and
filing, and the above-mentioned rules
stipulate that any unauthorized
disclosure of the any details of the case,
where on-going or not, is strictly
forbidden and the entire proceedings
shall remain confidential.

None.
(3)
Does the company provide proper
whistle-blower protection?
ˇ During and after an investigation, it is
strictly forbidden to disclose any
information to unauthorized parties. All
information must be well-managed and
archived according to confidential
document procedures to ensure the
informant does not experience any
unjust treatment.
None.
4. Strengthening information disclosure
(1)
Does the company disclose its
ethical corporate management
ˇ The company discloses its “Ethical
Corporate Management Best Practice
None.

41

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Discrepancies from
the “Ethical
Corporate
Management Best
Practice Principles
for TWSE/GTSM
Listed Companies”
and Reasons
Y N Abstract Illustration
policies and the results of its
implementation on the company’s
website and MOPS?
Principles” and “Procedures for Ethical
Management and Guidelines for
Conduct” as well as other related
measures on its website and the
TWSE’s Market Observation Post
System website.
5. If the company has established the ethical corporate management policies based on the Ethical Corporate
Management Best-Practice Principles for TWSE/TPEx Listed Companies, please describe any discrepancy
between the policies and their implementation.
There has been no difference.
6. Other important information to facilitate a better understanding of the company’s ethical corporate
management policies (e.g., review and amend its policies): None.

3.4.7 Corporate Governance Guidelines and Regulations

Please refer to the "Investor Area" → "Corporate Governance" → "Important Company Regulations" on the company's website to inquire about corporate governance-related regulations, etc. The company's website: http://www.ucctw.com.

3.4.8 Other Important Information Regarding Corporate Governance

1. Chief Officer of Corporate Governance

The Board of the Company has resolved to establish the position of Chief Officer of Corporate Governance in its meeting on Aug. 11, 2020 and appointed Mr. Yang, TsungJen, CFO, to take the office of the position effective from Jan. 1, 2021. Mr. Yang has hold the position of CFO for more than three years and thus comply with the requirement by law and is qualified for implementation of corporate governance.

Profile of Chief Officer of Corporate Governance

Name: Yang, Tsung-Jen

Education: Bachelor, Dept. of Economics, Chinese Culture University

Continuing Education: 19.5 hrs. qualified education for 2021.

42

Institution Courses Date Date Hour
From To
Taiwan Listed Company
Association
Post-Pandemic
economy
development and overlook in
Taiwan
2021/1/15 2021/1/15 2.0
Taiwan Listed Company
Association
50 years forward and backward-
Cultivation
of
talents
and
prevention of disaster
2021/3/15 2021/3/15 2.0
Securities
&
Futures
Institute
Practice
of
Directors,
Supervisors and Chief Officer of
Corporate Governance
2021/8/23 2021/8/24 12.0
Taiwan Listed Company
Association
Industry Merger and Transitional
Innovation in Taiwan
2021/9/15 2021/9/15 2.0
Taiwan Listed Company
Association
To
keep
up
with
global
development trend and new
initiatives
2021/12/15 2021/12/15 1.5

2. Scope of Corporate Governance

  • (1) To keep members of the board updated with latest development of the regulations in the field which the Company operates or field of Corporate Governance.

  • (2) To assist Board member in continuing education. Evaluate appropriate proposal of “Liability Insurance for Directors” and report to the Board of Directors.

  • (3) To convene ad hoc meetings among CPA, independent directors, chief internal auditor for the implementation of internal control system.

  • (4) To coordinate and mange the agenda of Board of Directors meeting, and other administrative matters. To remind any appliable directors if the conflict of interests exist. To furnish and circulate meeting minutes within 20 days of the meeting.

  • (5) To carry out the goal of corporate governance and perform an annual evaluation on the performance of the Board as a whole and individual directors according to “Performance Evaluation Policy of the Board of Directors and Functional Committee” and delegate such evaluation to an external professional institute at least once evert three years.

  • (6) To register the date of Annual General Meeting of Shareholders, issue a notice of AGMS, Agenda Handbook and meeting minutes pursuant to timeframe stipulated by applicable laws.

43

  • (7) To carry out the goal of Corporate Governance and improve the performance of Corporate Governance Assessment.

3. For more information on Corporate Governance, please refer to The company's website: http://www.ucctw.com and announcement on TWSE’s Market Observation Post System website at http://mops.twse.com.tw

44

3.4.9 Implementing the internal control system

1. Statement of internal control

==> picture [483 x 626] intentionally omitted <==

  1. The company auditing its internal control system by a CPA shall disclose the CPA audit report: NA.

45

  • 3.4.10 During the most recent fiscal year and the current fiscal year up to the date of printing of this annual report, any punishment occurred for the Company and its employees violating laws, and any punishment, fault and improvement occurred for the Company’s employees against the regulations of Internal Audit System: None.

  • 3.4.11 Major Resolutions of Shareholders’ Meeting and Board Meetings as of the date of publication.

  • Shareholders’ Meeting

Implementation of resolutions of 2021 Shareholder’s Meeting,

Matters for Acknowledgement:

PROPOSITION 1 : Acknowledging Operation Report, Individual Financial Report and Consolidated Financial Report of the Company for the year of 2020.

COUNTING OF VOTES : The result of voting on this Proposition as follow, The number of shares presented: 446,052,009 shares. 417,895,307 shares voted FOR the proposition, including 77,318,656 voted online, representing 93.68% of share presented upon casting of votes. 80,757 shares voted AGAINST the proposition, including 80,757 shares voted online. 28,075,945 shares voted abstention, including 5,599,737 shares voted online.

RESOLUTION : The number of votes FOR the proposition has reached legal threshold, the proposition is adopted as proposed.

IMPLEMENTATION : All relevant report has been filed at regulatory agencies and published pursuant to Company Act and relevant regulations.

PROPOSITION 2 : Acknowledging Distribution of Dividend for the year of 2020.

COUNTING OF VOTES : The result of voting on this Proposition as follow, the number of shares presented: 446,052,009 shares. 418,414,708 shares voted FOR the proposition, including 77,838,057 voted online, representing 93.80% of share presented upon casting of votes. 54,788 shares voted AGAINST the proposition, including 54,788 shares voted online. The share of void vote was 0. 27,582,513 shares voted abstention, including 5,106,305 shares voted online.

RESOLUTION : The number of votes FOR the proposition has reached legal threshold, the proposition is adopted as proposed.

IMPLEMENTATION : All dividend for the year of 2020 has been distributed on Sept. 8, 2021 at the rate of 1.1 NTD per share.

Matters for Discussion I:

PROPOSITION 1 : Amendment to Rules of Procedure for Shareholders’ Meeting.

COUNTING OF VOTES : The result of voting on this Proposition as follow, The number of shares presented: 446,052,009 shares. 418,420,849 shares voted FOR the proposition, including 77,844,198 voted online, representing 93.80% of share presented upon casting of votes. 55,433 shares voted AGAINST the proposition, including 55,433 shares voted online. The share of void vote was 0. 27,575,727 shares voted abstention, including 5,099,519 shares voted online.

46

RESOLUTION : The number of votes FOR the proposition has reached legal threshold, the proposition is adopted as proposed.

IMPLEMENTATION : The amendment is effective as of the day of adoption by the Shareholders’ meeting and will be announced on the website of MOPS and the Company.

MOTION

PROPOSITION :Ratification of “Regulations Governing Loaning of Funds”.

COUNTING OF VOTES : The result of voting on this Proposition as follow, The number of shares presented: 446,052,009 shares. 418,420,849 shares voted FOR the proposition, including 77,844,198 voted online, representing 93.80% of share presented upon casting of votes. 55,433 shares voted AGAINST the proposition, including 55,433 shares voted online. The share of void vote was 0. 27,575,727 shares voted abstention, including 5,099,519 shares voted online.

RESOLUTION : The number of votes FOR the proposition has reached legal threshold, the proposition is adopted as proposed.

IMPLEMENTATION : The amendment is effective as of the day of adoption by the Shareholders’ meeting and will be announced on the website of MOPS and the Company.

  1. Meeting of Board of the Directors

The Board of Directors has convened 9 meetings for the year of 2021 with summary of major resolutions as follow,

  • (1)The 23rd Board has adopted in its 6th meeting on Feb. 2, 2021 the following, Appointment of Shareholders’ Service Agent.

  • (2)The 23rd Board has adopted in its 7th meeting on Mar. 23, 2021 the following, Proposal of Bonus to Directors and Employee for the year of 2020, Operation Report, Individual Financial Report and Consolidated Financial Report of the Company for the year of 2020, Distribution of Dividend for the year of 2020, Call for 2021 Shareholders’ Meeting, 2020 Statement on Internal Control, Loan of Funds to Subsidiary, Replacement of CPA, Evaluation of Independence and Qualification of the CPA, Amendment of “Rules of Procedure for Shareholders’ Meeting” of the Company, Amendment of “Audit Committee Charter” of the Company, Amendment of “Remuneration Committee Charter” of the Company, Amendment of “Rules Governing Financial and Business Matters Between this Corporation and its Affiliated Enterprises” of the Company, Amendment of “Rules Internal Control Systems” and “Internal Audit Implementation Rules” of the Company, Purchase of Insurance Policy for Liability of Directors and Managers of the Company, Approval of Fee of Engagement of CPA for Auditing of Financial Report, Amendment of “Ethical Corporate Management Best Practice Principles” of the Company.

  • (3) The 23rd Board has adopted in its 8th meeting on May 11, 2021 the following, Credit of Loans of Funds to Subsidiaries of UCC, Insurance for liability of the Directors and Managers, Review of proposition by shareholders.

  • (4) The 23rd Board has adopted in its 9th meeting on June 28, 2021 the following, Revision of the Date and Venue for 2021 Annual General Meeting of Shareholders.

47

  • (5) The 23rd Board has adopted in its 10th meeting on July 26, 2021 the following, Ratification of “Regulations Governing Loaning of Funds”

  • (6) The 23rd Board has adopted in its 11th meeting on July 27, 2021 the following, Authorization to Chairman for deciding record date for distribution of dividend and the date of distribution。

  • (7) The 23rd Board has adopted in its 12th meeting on July 27, 2021 the following, Capital Injection by Cash for UCC Investment Inc., Increase of credit of load of funds to UCC RMC Industry Inc., Increase of credit of load of funds to UNEO Inc..

  • (8) The 23rd Board has adopted in its 1[st] extraordinary meeting on Sept. 23, 2021 the following, Purchase of Stock via private offering.

  • (9) The 23rd Board has adopted in its 13th meeting on July 27, 2021 the following, 2022 Internal Audit Plan, Ratification of “ Regulations Governing the Acquisition and Disposal of Assets”, Ratification of partial of the Chart of Organization, Enactment of Policies and Protocol of Risk Management, Enactment of “Procedures for Handling Material Inside Information”, Appointment of high rank manager.

  • 3.4.12 As of the date of publication, dissenting opinion against resolutions of the Board of Directors meeting made by Directors with record or by submission in writing and its content.:

ts content.:
Meeting Date Resolution Involved Directors
with
DissentingOpinion
Actions by the Company
May 11, 2021 Review of proposition by shareholders Mr. CHAN, Yi-Jen,
Independent Director
and Mr. Ho, Yi-Da,
Independent Director
To announce on MOPS
website pursuant to relevant
regulations.
Sept 23, 2021 Purchase of Stock via private offering Mr. WANG, Yong-
Chun, Independent
Director
To announce on MOPS
website pursuant to relevant
regulations.
  • 3.4.13 As of the date of publication, resignation or dismissal of the Chairman, General Manager, Chief Accounting Officer, Chief Financial Officer, Chief Internal Auditor, Chief Corporate Governance Officer, and Chief Research and Development Officer: N/A

48

3.5 Information of CPA Service Fee

Unit: NT$ thousands

Accounti
ng Firm
Name of
CPA

Period Covered by
CPA’s Audit
Audit Fee Non-audit Fee Total Remarks
Deloitte
&
Touche
Chi Chen
Lee

01.01.2021

12.31.2021
2,340 180 2,520 Note
Chao
Chin
Yang

Note: Non-audit fee including -Transfer Pricing report

3.5.1. The audit fee of the year is less than that of the previous years after changing CPA firm: NA.

3.5.2. The audit fee is less than that of the previous year by over 10%: NA.

3.6 Information on Replacement of CPAs

3.6.1. Information regarding the former CPAs

Date of replacement Approved by BOD meeting on March 23, 2021 Approved by BOD meeting on March 23, 2021 Approved by BOD meeting on March 23, 2021 Approved by BOD meeting on March 23, 2021 Approved by BOD meeting on March 23, 2021
Reason for replacement
and explanation
The Company commissioned Deloitte & Touche-Taiwan to audit
the financial statements. Due to internal adjustments and maintain
the independence of the accountant, the audit has been
commissioned from CPA Chao Chin Yang and Lee Yuan Kuo to
CPA Chi Chen Lee and Chao Chin Yang since 2021Q1.
Describe whether the
Company terminated or
the CPAs terminated or
did not accept the
engagement
Parties
Circumstances
CPAs The Company
Terminated the
engagement
Not applicable Not applicable
No longer accepted
(discontinued) the
engagement
Not applicable Not applicable
If the CPAs issued an
audit report expressing
any opinion other than
an unqualified opinion
during the 2 most
recent years, specify
the opinion and the
reasons
None
Disagreement with the
Company?
Yes Accounting principles or practices
Disclosure of financial reports
Audit scope or steps
Other
No V
Specify details

49

Other disclosures (Any matters required to be disclosed under subNone items d to g of Article 10.6.A)

3.6.2. Information Regarding the Successor CPAs

Name of accounting firm Deloitte & Touche-Taiwan Names of CPAs CPA Chi Chen Lee and Chao Chin Yang Date of engagement Approved by BOD meeting on March 23, 2021 Subjects discussed and results of any consultation with the CPAs prior to the engagement, regarding the accounting treatment of or application of accounting None principles to any specified transaction, or the type of audit opinion that might be issued on the company's financial report Successor CPAs’ written opinion regarding the matters of disagreement None between the Company and the former CPAs

3.6.3. The reply letter from the former CPA regarding the Company’s disclosures regarding the matters under Article 10.6.A and 10.6.B(c) of the Regulations.

3.7 The chairman, president and/or managerial officers in charge of finance or accounting served at the firm(s) or affiliate(s) of the auditing CPAs in the preceding year: NA.

50

  • 3.8 Equity transfers and changes or pledge of equity interests by directors, supervisors, managers, and major shareholders holding more than 10% of the shares in last fiscal year and up to the date of publication of this annual report

3.8.1 Chang in equity interests of the Directors, Managers and Major Shareholders.

Position Name Year of 2021 Year of 2021 As of Apr. 30 of 2022 As of Apr. 30 of 2022
Chang in
share held
Change in
share pledged
Chang in
share held
Change in
share pledged
Chairman Bo-Chih Investment Co., Ltd. -
-

-

-
Bo-Chih Investment Co., Ltd.
Represented by: HOU, Bo-Yi
-
-

-

-
Director Sheng Yuan Investment Co.,
Ltd.
-
-

-

-
Sheng Yuan Investment Co.,
Ltd. Represented by: HOU,
Chih-Sheng
-
-

-

-
Director Yu-Sheng Investment Co.,
Ltd.
-
-

-

-
Yu-Sheng Investment Co.,
Ltd. Represented by: HOU,
Chih-Yuan
-
-

-

-
Director Hsin-Han Investment Co.,
Ltd.
-
-

-

-
Hsin-Han Investment Co.,
Ltd. Represented by: CHEN,
Jing-Hsing
-
-

-
-
Independent
Director

CHAN, Yi-Jen
-
-

-

-
Independent
Director

HO, Yi-Da
-
-

-

-
Independent
Director

WANG, Yong-Chun
-
-

-

-

51

Position Name Year of 2021 Year of 2021 As of Apr. 30 of 2022 As of Apr. 30 of 2022
Chang in
share held
Change in
share pledged
Chang in
share held
Change in
share pledged
Chief Strategy
officer
HOU, Bo-Yi -
-

-

-
President HOU, Chih-Sheng -
-

-

-
Executive Vice
President
HOU, Chih-Yuan -
-

-

-
Vice President,
Building
Material Division

CHANG, Ching-Tse
-
-

-

-
Supervisor,
Ready-Mixed
Concrete
Division
CHOU, Shih-Kuei -
-

-

-
Assistant Vice
President
CHAN, Chih-Hong -
-

-

-
Assistant Vice
President
KAO, Tsung-yao -
-

-

-
Assistant Vice
President
TSAI, Wen-Chang -
-

-

-
Vice President,
Finance Division
(Chief Financial
Officer)
YANG, Tsung-Jen -
-

-

-
Director
(Chief of
Accounting)
TSENG, Pei-Hsin -
-

-

-

3.8.2 Where the counterparty in any transfer of equity interests is a related party. None.

3.8.3 Where the counterparty in any pledge of equity interests is a related party. None.

52

3.9 Information about Spouses, Kinship within Second Degree, and Relationships between Any of the Top Ten Shareholders

Disclosure of Top Ten Shareholders and relationships among which.

2022.04.16

Name Shares held by the
individual
Shares held by the
individual
Shares held by spouse
and underage children
Shares held by spouse
and underage children
Total shares
held in
names of
thirdparties
Total shares
held in
names of
thirdparties
Titles, names and relationships between top 10
shareholders (related party, spouse, or kinship within
the second degree)
Titles, names and relationships between top 10
shareholders (related party, spouse, or kinship within
the second degree)


Remark
Share held Ratio Share held Ratio Share
held
Ratio Name Relation
Sheng-Yuan Investment
Co.,Ltd.
65,255,811
9.98%

-

-

0

0%
Bo-Chih Investment Co., Ltd. Same
Chairman
Representative of Sheng-
Yuan Investment Co., Ltd.:
HOU, Bo-Yi
50,888,251
7.79%

22,393,735

3.43
0
0%
HOU, Bo-Yi
Representative of Bo-Chih Investment
Co.,Ltd.: HOU,Bo-Yi
Same
Individual

HOU SU, Ching-Chieh Representative
of Yu-Sheng Investment Co., Ltd.:
HOU SU,Ching-Chieh
Spouse
HOU,Bo-Yu Spouse
Yu-Sheng Investment Co.,
Ltd.
64,532,037
9.87%

-

-

0

0%
Bo-Chih Investment Co., Ltd. Same
Director
Representative of Yu-
Sheng Investment Co.,
Ltd.: HOU SU, Ching-
Chieh
22,393,735
3.43%

50,888,251

7.79%

0

0%

HOU, Bo-Yi
Representative of Sheng-Yuan
Investment Co., Ltd.: HOU, Bo-Yi
Representative of Bo-Chih Investment
Co.,Ltd.: HOU,Bo-Yi
Spouse
HOU, Bo-Yi 50,888,251
7.79%

22,393,735
3.43 0 0% Representative of Sheng-Yuan
Investment Co., Ltd.: HOU, Bo-Yi
Representative of Bo-Chih Investment
Co.,Ltd.: HOU,Bo-Yi
Same
Individual
HOU SU, Ching-Chieh Representative
of Yu-Sheng Investment Co., Ltd.:
HOU SU,Ching-Chieh
Spouse
HOU, Bo-Yu Siblings
stodian Pictet investment
accounts
38,867,405
5.95%

-

-

0

0%
None None
Bo-Chih Investment Co.,
Ltd.
27,893,282
4.27%

-

-

0

0%
Sheng-Yuan Investment Co., Ltd. Same
Chairman
Representative of Bo-Chih
Investment Co., Ltd.:
HOU, Bo-Yi
50,888,251
7.79%

22,393,735

3.43
0
0%
HOU, Bo-Yi
Representative of Sheng-Yuan
Investment Co.,Ltd.: HOU,Bo-Yi
Same
Individual

HOU SU, Ching-Chieh Representative
of Yu-Sheng Investment Co., Ltd.:
HOU SU,Ching-Chieh
Spouse
HOU, Bo-Yu Siblings
HOU SU, Ching-Chieh 22,393,735
3.43
50,888,251
7.79%

0

0%
Representative of Yu-Sheng
Investment Co., Ltd.: HOU SU,
Ching-Chieh
Same
Individual

HOU, Bo-Yi
Representative of Sheng-Yuan
Investment Co., Ltd.: HOU, Bo-Yi
Representative of Bo-Chih Investment
Co.,Ltd.: HOU,Bo-Yi
Spouse
Standard Chartered
custodian DBS Bank
0600049662
20,221,281
3.09%

-

-

0

0%

None
None
Long-Yi-Chang Sand &
Stone Co.,Ltd.
17,814,243 2.73% - - 0 0%
Representative of Long-
Yi-Chang Sand & Stone
Co.,Ltd.: Yang,Chin-Song
42,447 0.01% - - 0 0%
HOU, Bo-Yu 17,113,105
2.62%

-

-

0

0%

HOU, Bo-Yi
Representative of Sheng-Yuan
Investment Co., Ltd.: HOU, Bo-Yi
Representative of Bo-Chih Investment
Co.,Ltd.: HOU,Bo-Yi
Siblings
T.H. Wu Foundation 11,670,151
1.79%

-

-

0

0%
None None

53

3.10 Syndicated Shareholdings

The stakes and the syndicated stakes in the same investee of the company; directors, supervisors, and managers of the company; and institutions under the company’s direct or indirect control.

company’s direct or indirect control. company’s direct or indirect control. company’s direct or indirect control. company’s direct or indirect control. company’s direct or indirect control. company’s direct or indirect control. company’s direct or indirect control.
December 31, 2021(expressed in shares and %)
Investment business
(Note 1)
Shareholding of the
company
Shareholding of directors
and supervisors, and
managers or investees under
direct or indirect control
Syndicated
Shareholdings
Shares Percentage Shares Percentage Shares Percentage
Universal Investment
corporation.
75,000,000 100 - - 75,000,000 100.00
Kaohsiung Harbor
Transport Company.
7,560,000 100 - - 7,560,000 100.00
Universal Concrete
Industrial Corporation.
7,691,411 58.12 115,494 0.87 7,806,905 58.99
Chiayi Concrete Industrial
Corporation.
2,252,378 86.63 361 0.01 2,252,739 86.64
Tainan Concrete Industrial
Corporation.
1,265,000 42.17 10,000 0.33 1,155,000 42.50
Lioho Machine Works
~~Ltd~~
89,581,468 29.86 1,680 - 89,583,148 29.86
~~.~~
Huanchung Cement
Inernational Corporation.
6,999,333 69.99 667 0.01 7,000,000 70.00
Uneo Incorporated.
6,000,000
100 - - 6,000,000 100.00
Li Yong Development
Corporation.
2,000,000 100 - - 2,000,000 100.00

Note 1:Investments made by the company with the equity method

54

IV. Capital and Share

4.1 Capital and Share

4.1 Capital and Share

4.1.1 Source of Capital Unit: NTD

4.1.1 4.1.1 Sourc Sourc e of Capital e of Capital e of Capital e of Capital e of Capital Unit: NTD Unit: NTD Unit: NTD Unit: NTD Unit: NTD
Month/Year Issued
Price
Authorized Capital Paid-in Capital Remark
Number of
Share
Amount Number of
Share
Amount Source of Capital Shares acquired
by non-cash
assets
Sept.,2008 10 603,891,908 6,038,919,080 603,891,908 6,038,919,080 Undistributed earnings(Note 1) None
Aug.,2014 10 615,969,746 6,159,697,460 615,969,746 6,159,697,460 Undistributed earnings(Note 2) None
Aug.,2015 10 628,289,140 6,282,891,400 628,289,140 6,282,891,400 Undistributed earnings(Note 3) None
Aug.,2016 10 634,572,031 6,345,720,310 634,572,031 6,345,720,310 Undistributed earnings(Note 4) None
Aug.,2017 10 653,609,192 6,536,091,920 653,609,192 6,536,091,920 Undistributed earnings(Note 5) None
Category
of Share
Authorized Share Remark
OutstandingShare Unissued Share Total
Common
Share
653,609,192 shares
0 share
Information on the shelf registration system: None.
4.1.2 Structure of Shareholders

Type of
Shareholders
Government
Agencies
Financial
Institution
Other
Institutional
Investor
Number
0
15
149
Share held
-
6,171,355
239,525,227
Ratio of share held
-
0.95%
36.65
653,609,192 shares 0 share 653,609,192 shares
2022.04.16
Total
48,425
653,609,192
100.00
Type of
Shareholders
Government
Agencies
Financial
Institution
Other
Institutional
Investor
Individual Foreign
Institution and
Natural Person
Total
Number 0 15 149 48,097 164 48,425
Share held - 6,171,355 239,525,227 327,952,193 79,960,417 653,609,192
Ratio of share held - 0.95% 36.65 50.18 12.23 100.00

Note1: Jing-Shou-Shang Order No. 09701211070 Note4: Jing-Shou-Shang Order No. 10501195270 Note2: Jing-Shou-Shang Order No. 10301159730 Note5: Jing-Shou-Shang Order No. 10601111250 Note3: Jing-Shou-Shang Order No. 10401165930

55

4.1.3 Distribution of share held: (Face Value: NTD 10 per share)

1. Common Share

2022.04.16

1. Common Share 1. Common Share 1. Common Share 2022.04.16
Categories(Share) Number of Shareholders
Total of Share held
Ratio
1 to
999

25,938
5,638,752 0.86
1,000 to 5,000
16,404
37,086,185 5.67
5,001 to 10,000
3,052
23,703,097 3.63
10,001 to 15,000
922
11,417,854 1.75
15,001 to 20,000
590
10,649,371 1.63
20,001 to 30,000
532
13,229,292 2.02
30,001 to 40,000
226
7,960,339 1.22
40,001 to 50,000
171
7,885,851 1.21%
50,001 to 100,000
276
19,635,277 3.00
100,001 to 200,000
149
21,630,643 3.31
200,001 to 400,000
67
18,780,303 2.87
400,001 to 600,000
29
13,802,338 2.11
600,001 to 800,000
14
9,785,549 1.50
800,001 to 1,000,000
7
6,518,651 1.00
1,000,001 and above 48 445,885,690 68.22
Total 48,425 653,609,192 100.00

2. Special Stock: None.

4.1.4 List of Major Shareholders

1.4 List of Major Shareholders
Name of Major Shareholder Share held Ratio
Sheng-Yuan Investment Co., Ltd. 65,255,811 9.98%
Yu-Sheng Investment Co., Ltd. 64,532,037 9.87%
HOU, Bo-Yi 50,888,251 7.79%
HSBC custodian Pictet investment accounts 38,867,405 5.94%
Bo-Chih Investment Co., Ltd. 27,893,282 4.27%
HOU SU, Ching-Chieh 22,393,735 3.43%
Standard Chartered custodian DBS Bank 0600049662 20,221,281 3.09%
Long-Yi-Chang Sand & Stone Co., Ltd. 17,814,243 2.73%
HOU, Bo-Yu 17,113,105 2.62%
T.H. Wu Foundation 11,670,151 1.79%

56

4.1.5 Market Price, Net Worth, Earnings, and Dividends per Share

Unit: NT$/thousand shares

Items 2021 2020 01/01/2022
-03/31/2022
Market Price per Share
Highest Market Price 29.80 24.45 21.85
Lowest Market Price 20.25 13.65 20.6
Average Market Price 24.18 19.51 21.33
Net Worth per Share
Before Distribution 29.43 28.54 Note 5
After Distribution - 27.44 -
Earnings per Share
Weighted Average Shares
(thousand shares)
653,609 653,609 653,609
Diluted Earnings Per Share 1.66 1.91 Note 5
Adjusted Diluted Earnings Per Share - - -
Dividends per Share
Cash Dividends 1.0(Note 4) 1.1 -
Stock Dividends
 Dividends from Retained Earnings - - -
 Dividends from Capital Surplus - - -
Accumulated Undistributed Dividends - - -
Return on Investment
Price / Earnings Ratio (Note 1) 14.57 10.21 -
Price / Dividend Ratio (Note 2) 24.18 17.74 -
Cash Dividend Yield Rate (Note 3) 4.14% 5.64% -

Note 1: Price / Earnings Ratio = Average Market Price / Earnings per Share Note 2: Price / Dividend Ratio = Average Market Price / Cash Dividends per Share Note 3: Cash Dividend Yield Rate = Cash Dividends per Share / Average Market Price Note 4: The resolution is finalized after the shareholders' meeting. Note 5: As of the publication date of the annual report, the financial information for the current year ended March 31, 2022 has not been reviewed by an accountant.

57

4.1.6 Dividend Policy and Implementation thereof

  1. Dividend Policy of the company

For fiscal year where a profit is recognized in final report of the Company, the Company shall fulfill its tax liability according to applicable law, cover loss from previous fiscal year and set aside 10% of the profit as legal reserve. In case where accumulated legal reserve has reached paid-in capital, the Company may cease setting aside such legal reserve and only set aside reserve as per other applicable regulation or reverse the special reserve. Further surplus, if any, shall be incorporated with accumulated reserve which is yet distributed and proposed by Board of Directors as Proposition of Distribution of Reserve and submitted to Shareholders’ Meeting for adoption. The ratio of distribution shall be,

  • A. Bonus for Employee: No less than 1%.

  • B. Bonus for Directors and Supervisors: No more than 3%.

C. Dividend for common share shall be decided by the remainder after appropriation of amount stipulated in clause A and B and proposed by the Board of Directors as proposition of distribution of reserve and submitted to Shareholders’ Meeting for adoption.

The Company is currently located at a steady cycle of growth whereas the high technology industry is located at the developing cycle. In consideration of the Company’s future demand of funds and long-term financial planning, the dividend shall all be distributed in cash. The Company may decide to distribute the reserve in both cash and stock for fiscal year during which the demand for fund is considered whereas stock dividend shall not exceed 50% of total dividend.

Shareholders’ Meeting may adopted to adjust distribution ratio stipulate above by considering the profitability and demand for funds of the Company.

2. Implementation

ntation
Form of Dividend
Year
Cash Dividend Stock Dividend(Cash
equivalent)
2017 1.1 0
2018 1.0 0
2019 1.0 0
2020 1.1 0
2021 To be adopted by Shareholders’ Meeting

Dividend for year of 2020 has been distributed on Sept. 8, 2021. Dividend for year of 2021 shall be adopted by 2022 Shareholders’ Meeting. The record date shall be decided after the adoption of proposition.

58

  1. The proposition of distribution of reserve for 2021 is as follow:
The proposition of distribution of reserve for 2021 is as follow:
Item Amount
Unappropriated Retained Earnings of Previous Years 5,003,945,573
Plus: Net Profit of 2021 after tax 1,088,078,375
Minus: Setting aside of legal reserve (108,807,838)
Earnings available for distribution 5,983,216,110
Distribution of:
Dividend (NTD 1 in cash per share) 653,609,192
Unappropriated Retained Earnings for year ended in 2021 5,329,606,918

4.1.7 Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders' meeting – The Company proposes to distribute dividend in cash for year of 2020 and there for no disclose under this section is required.

4.1.8 Compensation of employees, directors, and supervisors

  1. The percentages or ranges with respect to employee, director, and supervisor compensation, as set forth in the company's articles of incorporation

The Company shall set aside no less than 1% of profit, if any, as compensation for employee in the year where the Company reports profit. The Board of Director may resolve to distribute in cash or stock and may apply to employee of subordinating company. The Board of Directors may resolve to set aside no more than 3% as compensation for Directors and may only distribute in cash. Proposition of distribution of compensation for both employee and directors shall be submitted to Shareholders’ meeting for report.

If the Company still recognize accumulated loss, compensation for loss shall be appropriated before setting aside of compensation for employee and directors.

  1. The basis for estimating the amount of employee, director, and supervisor compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period Any difference between the estimate and the actual distribution of compensation for employee and directors, bonus in stock for the year of 2021 shall be regarded as changes in accounting estimates and be treated as profit or loss of 2022.

  2. Information on any approval by the board of directors of distribution of compensation:

59

  • (1) The amount of any employee compensation distributed in cash or stocks and compensation for directors. If there is any discrepancy between that amount and the estimated figure for the fiscal year these expenses are recognized, the discrepancy, its cause, and the status of treatment is disclosed as follow,

    • The Board of Directors has resolved on Mar. 28, 2022 to distribute compensation of NTD 20,859,864 in cash for employee and same amount for directors. The amount matches the estimate of record for year of 2021.
  • (2). The amount of any employee compensation distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee compensation: Not applicable as the employee compensation will be distributed in cash.

  • The actual distribution of employee, director, and supervisor compensation for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee, director, or supervisor compensation, additionally the discrepancy, cause, and how it is treated.-No difference identified.

Amount Distributed Amount Estimated Difference
Compensation for Employee 22,945,855 22,945,855 0
Compensation for Directors 22,945,855 22,945,855 0
  • 4.1.9 Status of a company repurchasing its own shares: None.

  • 4.2 Information on the company’s issuance of corporate bonds: None.

  • 4.3 Information on the company’s issuance of preferred shares: None.

  • 4.4 Information on the company’s issuance of global depository receipts: None.

  • 4.5 Information on employee share subscription warrants and new restricted employee shares: None.

  • 4.6 New shares in connection with mergers or acquisitions or with acquisitions of shares of other companies: None.

  • 4.7 Implementation of the company's capital allocation plans: Not applicable as the Company did not offer or issue securities by shelf registration.

60

V. Operational Highlights

5.1 Business

5.1.1 Business Scope

  • A. Main areas of business operations

  • a. Manufacturing, sales and transportation of Cement.

  • b. Manufacturing, sales and transportation of Ready-mixed concrete(RMC).

  • c. Manufacturing and distribution of fire-resistant material.

  • d. Indoor light steel framing.

  • e. Retail of Building Materials.

  • f. Manufacturing and sales of other non-metallic mineral products.

  • g. Manufacturing and sales of electronic components.

  • h. Wholesale of electronic materials.

  • i. Manufacturing and sales of Computer and peripheral equipment.

  • j. Waste disposal industry.

  • B. Distribution of Revenue among products sectors

Cement RMC Gypsum board
21% 65% 13%
  • C. Main products

  • a. Cement.

  • b. RMC.

  • c. Gypsum board.

  • d. Other building materials.

  • e. Hair-thin pressure-sensing electronic technology products.

  • D. New products development

  • a. Various innovative performance building materials.

  • b. New type of pressure sensor.

5.1.2 Industry Overview

  • A. Status and Future Development

The cement, ready-mixed concrete and gypsum boards produced by the company are basic building materials and the company is one of the suppliers of main raw material in Taiwan's construction industry. In 2021, the government promotes Forward-looking Infrastructure Development Program to drive public projects; and enterprises actively invest in new factories and offices. The Chief Accounting Office of the Executive Yuan has calculated that the total floor area of the buildings and construction licenses approved and issued is 43.42 million square meters with an increase of 4.5% from 2020. The overall demand for the industry is on the increase.

Our important subsidiary company, Uneo Inc., leading role of pressure sensor technology in Taiwan, Uneo’s major products are flexible electronic pressure sensors, pressure sensor modules, and flexible microelectromechanical pressure sensing instruments. The

61

applications and products are widely used in computer, communication and consumer electronics, stylus, industrial and semiconductor equipment, smart warehouse and medical monitoring industries.

  • B. Illustration of the supply chain of the industry

The cement, concrete and gypsum boards produced by the company are basic building materials, and the industry chain relationship is illustrated as below:

==> picture [418 x 169] intentionally omitted <==

----- Start of picture text -----

Chemical admixtures,
mineral powder
admixtures, sand and Other building
gravel, mixing water materials industry
Cement RMC
Gypsum board and
other indoor
Building industry building materials Residential
Civil contractor Public construction
Government building unit Commercial real estate
----- End of picture text -----

  • C. Product Development Trends and Competitions

In recent years, the government has developed forward-looking plans to drive public projects and enterprises have actively invested in new factories and offices. The market has strong demand for the company's products. The company has provided good quality and service to customers for a long time, and the competition among the peers in the industry is expected to remain reasonable and stable. The Executive Yuan announced that starting from January 1, 2020, the application of green building materials for interior decoration and floor materials in all buildings has increased from 45% to 60% due to the global trend of using green building materials. The company's gypsum board products have obtained the healthy and recycling green building materials label, which is advantageous for sales and promotion.

5.1.3 Research and Development

  • A. Continue to expand the application of gypsum board and develop gypsum board systems for rooftop and cladding system.

  • B. Introduce Japanese exterior wall systems to the domestic market and combine it with the company's products, continuing to develop new exterior wall systems and optimize performance and hence extend the company's gypsum board application from indoor to outdoor for the product’s progress and diversity.

  • C. Continue to improve the performance of the company’s products in terms of moisture resistance, fire-resistant, heat insulation, sound insulation, convenience in construction and recycling to consolidate the company’s industry leading position.

  • D. Develop various ready-mixed concrete formula and implement standard production processes in response to different customer needs.

  • E. The R&D expenditures and budget of all companies in the financial report for 2019 to 2021 are as follow,

62

Year 2022(Budget) 2021 2020
R&D Expenditure(in ‘000 NTD) 62,592 78,683 69,195
Ration to revenue 1.3% 1.5% 1.5%

Note: expenditure for 2021 and 2020 are audited by CPA.

5.1.4 Long-term and Short-term Development

  • A. Short-term Development Plan

  • a. Cement: Strike the balance between production and sale, manage the production cost, and create profit stably.

  • b. RMC & Gypsum Board: Increase production capacity, control costs, and increase sales.

  • c. Pressure Sensor: Combined with pressure sensor, it is made into a standard-like module, allowing customers to quickly apply and import it in the fields of stylus, medical monitoring, etc., and quickly expand to China and other markets. And develop a new type of pressure sensor, introduce it into the smart storage product market, and conduct mass production. According to the needs of Taiwanese semiconductor, panel, and production process customers, we provide the measuring instruments required by manufacturers.

  • B. Long-term Development Plan

  • a. Cement: Optimize the structure of the sale and enhance profitability.

  • b. RMC: Coordinate production capacity and supply network to increase market share.

  • c. Gypsum Board: Continue to promote the advantages of gypsum boards such as fire resistance, earthquake resistance, heat insulation, sound insulation, stability, easy construction, recycling, environmental friendliness and non-toxicity for the diverse applications of gypsum boards.

  • d. Pressure Sensor: Sign new agency cooperation and develop strategic partners, use the solution to provide each type of standard product module, deploy overseas bases, expand business in China and overseas markets, and provide complete products for target markets.

5.2 Market and Sales Overview

5.2.1 Market Analysis

  • A. Sales (Service) Region of Major Products

  • a. Cement: Sales area covers the western half of Taiwan.

  • b. RMC: Sales area in Taiwan covers Hsinchu, Taichung, Tainan, Kaohsiung and Pingtung.

  • c. Gypsum Board: Sales area of gypsum boards is mainly domestic with partial exported.

  • d. Pressure Sensor: The key marketing areas to focus on are Asia, Europe and the United States.

  • B. Market Share of Major Products

Cement Gypsum board
2.95% 91.3%

63

RMC
Tainan Kaohsiung Pingtung
17.64% 13.01% 26.23%
  • C. Future Growth of Major Products

In recent years, the government has promoted Forward-looking Infrastructure Development Program to drive public projects, and enterprises have actively invested in new factories and offices. The market has strong demand for the company’s products. The company has been offering good quality and service for a long time, and actively improving product performance. The future market share is expected to maintain stable growth.

Under the trend of developing eHealth, checkout-free supermarkets and Industry 4.0, pressure-sensing film-related products will be the main innovation driving force for the group's rapid growth in the future.

  • D. Competitive Niche

The quality of the company's products has been highly recognized by customers and has established a good brand image and reputation in the market. The company is the sole domestic gypsum board manufacturer with more than 90% of market share national-wide. The company’s cement and ready-mixed concrete are local brands in the south and are widely designated by customers. Uneo Inc.'s pressure sensing film technology has been recognized by global market, and Uneo Inc. has cooperated with world well-known customers from various industries.

Favorable and Unfavorable Factors for Industry Development and Countermeasures for Unfavorable Factors

Favorable Factors for Industry:

  • a. Due to the frequent occurrence of earthquakes, the trend of disaster prevention urban renewal is clear. The government will speed up the urban renewal review system, which will help shorten the time period and energize civil engineering.

  • b. In recent years, the government has promoted Forward-looking Infrastructure Development Program to drive public projects, and enterprises have actively invested in new factories and offices, and there is a strong demand for basic building materials.

  • c. The company’s long-term management for good quality, service, and making progress in product performances is deeply recognized by customers.

  • d. Actively implement cost management to ensure market competitive advantages.

Unfavorable Factors for Industry:

  • a. Since the government's energy policy is aiming for natural gas and wind power generation in place of coal-fired power generation, it is getting more challenging to obtain synthetic gypsum, major raw material, domestically.

  • b. The dumping of low-priced gypsum boards has made the gypsum board market competitive.

  • c. Operating costs of keep factors such as sand and gravel, transportation, and wages are rising year by year.

Countermeasures for Unfavorable Factors:

64

  • a. Manufacture with efficient in off-peak hours for lower electricity expenses, keep up with raw material cost fluctuations, and implement cost management. Proactively implement cost management policies by leveraging the benefit of off-peak electricity tariff when conducting production planning and keep sensitive to the fluctuation of cost of raw material.

  • b. Encourage employees to develop diverse skill, increase the competitiveness in gypsum board systems, and perform job rotations in a timely and appropriate manner to deploy human resources flexibly.

  • c. Set up a new gypsum board factory in Luzhu, Kaohsiung, to raise production efficiency.

5.2.2 Production Procedures of Main Products

  • A. Major Products and Their Main Uses

  • a. Cement, RMC and Gypsum Board: For construction projects.

  • b. Pressure Sensor: Apply to stylus, industrial and semiconductor equipment, pressure distribution measuring instruments, smart healthcare monitoring, medical beds, etc.

65

  • B. Major Products and Their Production Processes

  • a. The company's cement production process

==> picture [316 x 494] intentionally omitted <==

----- Start of picture text -----

Raw material input
(Clinker)
Adding gypsum
Grinding
Stock in
In bulk Package
Shipment Shipment
Client
----- End of picture text -----

66

b. The company's gypsum board production process

==> picture [477 x 608] intentionally omitted <==

----- Start of picture text -----

Raw material input
(Gypsum quantitative feed) Crushing and screening
Drying
Site recycling
(Demolition, scraps, etc.)
Grinding
Additive
(Quantitative feed)
Calcining
Raw paper feeding
Mixing
Forming
Wet Board
Drying
Cutting edge material
Finished product cut
recycling
Processed board
processing Automatic stacking
Stock in Stock in
Shipment Shipment
Client
----- End of picture text -----

67

c. The company's ready-mixed concrete production process

==> picture [388 x 540] intentionally omitted <==

----- Start of picture text -----

Raw material input
(Cement, Bone material)
Weighing
Sampling Raw material Storage
Temporary bucket
Bone material analysis
1. Sieve analysis
Measurement
2. Mud content
3. Moisture content
4. Water content Mixing
5. Unit weight
6. Bone material proportion
7. Salt (chloride ion) test Discharge funnel
Loading ready-mixed
Proportion design
concrete truck
Premixing Weighing & shipping
(Computer Delivery Note)
Compression test
Duration: 7, 14, 28 days Client
----- End of picture text -----

68

5.2.3 Supply Status of Main Materials

Materials
Item
Clinker Gravel Gypsum Gypsum Raw paper
Natural Desulfurization
Monthly requirement(tons) 32,000 260,000 0 9,300 350
Safety stock(days) 30 30 0 60 60

69

5.2.4 Major Suppliers and Clients

A. Major Suppliers in the Last Two Calendar Years

Unit: NT$ thousands

Item 2021 2021 2020 2020 2022(As of March 31)Note 1 2022(As of March 31)Note 1 2022(As of March 31)Note 1 2022(As of March 31)Note 1
Company
Name
Amount Percent Relation
with
Issuer
Company
Name
Amount Percent Relation
with
Issuer
Company
Name
Amount Percent Relation
with
Issuer
1 The Taiwan
Cement
Corporation
1,387,028 36% - The Taiwan
Cement
Corporation
1,389,141 37% - - - - -

Note 1: As of the publication date of the annual report, the consolidated financial information as of March 31, 2022 has not been reviewed by accountant.

B. Major Clients in the Last Two Calendar Years

Unit: NT$ thousands

Item 2021 2020 2020 2022(As of March 31)Note 1 2022(As of March 31)Note 1 2022(As of March 31)Note 1 2022(As of March 31)Note 1
Company
Name
Amount Percent Relation
with
Issuer
Company
Name
Amount Percent Relation
with
Issuer
Company
Name
Amount Percent Relation
with
Issuer
1 Hung Hsin
Building Mate
rials Co.,Ltd
526,861 9% - Hung Hsin
Building
Mate rials
Co.,Ltd
525,912 10% - - - - -

Note 1: As of the publication date of the annual report, the consolidated financial information as of March 31, 2022 has not been reviewed by accountant.

70

5.2.5 Production in the Last Two Years

Unit: NT$ thousands

Year
Production
Major Products
(or bydepartment)
2021 2021 2021 2020 2020 2020
Capacity Production Value of Production
Capacity
Quantity Amount
Cement 800,000(t)
369,100(t)

640,979

800,000(t)

411,700(t)

642,315
Ready-mixed concrete 2,448,000(M
3)

1,546,268( M
3)

2,716,910

2,448,000(M
3)

1,577,266(M
3)

2,591,889
Gypsum board 20,000,000(M
2)
15,004,180(M
2)
479,827
20,000,000(M
2)
13,957,821(M
2)
436,653
Other 26,119 22,756
Individual production value
Consolidated production value
-
-

-

-

3,863,835
(Note1) 4,432,487

-

-

-

-

3,693,613

(Note1) 3,975,173

Note 1: Including Uneo Incorporated and Universal Concrete Industrial Corporation (Excluding Huanchung Cement International Corporation as the trading business, Kaohsiung Harbor Transport Company as the dispatch and transportation industry, and the remaining subsidiaries as the holding and investment industry).

71

5.2.6 Shipments and Sales in the Last Two Years

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands
Year
Shipments
& Sales
Major Products
(or bydepartments)
2021 2020
Domestic Sales Export Domestic Sales Export
Quantity Revenue Quantity Revenue Quantity Revenue Quantity Revenue
Cement (Note 1) 273,026(t)
677,812

-
- (Note 2) 283,486(t)
685,331

-

-
Ready-mixed concrete 1,546,268(M3)
3,338,771

-
- 1,577,266(M3)
3,057,455

-

-
Gypsum board 13,927,765(M
2)
758,891
903,858(M
2)
28,181
12,820,290(M
2)
710,182
1,028,755(M
2)
32,252
Other -
22,784

-

-

-

10,296

-

-
Individual sales value
Consolidated sales value
-
-

4,798,258

6,033,170

-

-

28,181

45,937

-

-

4,463,264

5,389,381

-

-

32,252

36,836

Note 1:Cement sales did not include self-use cement 100,928 (t) in 2021.

Note 2:Cement sales did not include self-use cement 126,993 (t) in 2020.

72

  • 5.3 The number of employees employed for the 2 most recent fiscal years, and during the current fiscal year up to the date of publication of the annual report, their average years of service, average age, and education levels

The information of employees for the 2 most recent fiscal years, and during the current fiscal year up to the date of publication of the annual report

Duration of Report Duration of Report Duration of Report 2020 2021 Till Apr. 30, 2022
Number of
Employee
Total 432 445 462
Age in Average 43.28 42.40 41.85
Seniority in Average 11.12 10.92 10.24
Education
level
Ph. D 0.69% 0.45% 0.43%
Master 7.65% 10.56% 11.26%

Bachelor
58.15% 50.79% 50.43%
High School 30.96% 35.51% 35.50%
Below 2.55% 2.70% 2.38%

73

5.4 Environmental Expenditure

During the most recent fiscal year and the current fiscal year up to the printing date of the annual report, the loss (including compensation) and penalty resulted from environmental pollution:

Competent Authority Description of Violation Date of
Sanction
Reference of Sanction
Order
Regulation Violated Sanction Countermeasures and estimated amount for fine in the
future
Environmental
Protection Bureau,
Kao-Hsiung City
Government
(Appealing)
Former Class B Dedicated Air Pollution
Control Specialist Mr. Chen, Geng-Ben
resigned on Mar. 12, 2021. The filing of such
was not submitted until May 31, 2021.



Dec. 27,
2021
EPB, Kao-hsiung City
Gov’t, Kong-Chu No.
20-110-120029 order


Art. 34, Air Pollution Control Act
Fine: NTD 200,000
Deadline
of
improvement: Jan. 28,
2022
Environmental workshop
2 hours



Reinforce management of licensed specialist
personnel.
Environmental
Protection Bureau,
Kao-Hsiung City
Government
Former professional technical personnel on
site, Mr. Tsai, Ming-Tse resigned on May 12,
2021, and was succeeded by Mr. Tsai, Ming-
Fu. The succession was not filed within 15 days
after the change.



Aug. 12,
2021

EPB, Kao-hsiung City
Gov’t, Fei-Chu No. 40-
110-080009 order

Sec. 2 of Art. 28, Waste Disposal Act
Fine: NTD 6,000
Environmental workshop
1 hours

Reinforce management of licensed specialist
personnel.
The output and storage volume of waste,
code:D-0899, was filed as “0” from Jan. to Oct.
2020. It was found during a plant inspection
that there are record of routine replacement of
filter
monthly
according
to
cement
manufacturing
procedure.
Thus,
it’s
determined that this to be a clear violation due
to fraudulent filingof volume of waste.







Jan. 13,
2021
EPB, Kao-hsiung City
Gov’t, Fei-Chu No. 40-
110-010020 order

Sub.-Sec. 2, Sec. 1, Art. 31 of Waste
Disposal Act

Fine: NTD 6,000
Environmental workshop
1 hours

Modification to Plan for Disposal of Waste has
been made and filed monthly at Industrial Waste
Management System.
Wasted filter bags were founded at the packing
area on the second floor of the plant. However,
no sign or labeling with the name of the
industrial waste was placed with clear vision
and hence violates relevant regulations as cited.





Jan. 13,
2021
EPB, Kao-hsiung City
Gov’t, Fei-Chu No. 40-
110-010021 order

Sec. 1, Art. 36 of Waste Disposal Act
and Sub.-sec. 4, Sec. 1, Art. 6 of
Methods and Facilities Standards for
the Storage, Clearance and Disposal of
Industrial Waste




Fine: NTD 6,000
Environmental workshop
1 hours

Already relocate the wasted filter bag to
designated storage area as recorded by Plan for
Waste Disposal and establish label of the name of
waste in Chinese with clear vision.
Environmental
Protection Bureau,
Kao-Hsiung City
Government
Mixture of wasted oil produced from the plant
was stored outdoor in torn container without
remedial facility or measure to prevent the
inflow of rain or leakage and leakage and
pollution of the ground was identified.




Jan. 13,
2021
EPB, Kao-hsiung City
Gov’t, Fei-Chu No. 40-
110-010022 order

Sub.-Sec. 1, Sec. 1, Art. 31, Sec. 2, Art.
31, Sec. 1, Art. 36 of Waste Disposal
Act and
Sub.-sec. 4, Sec. 1, Art. 6 and Sub.-sec.
1, Sec. 1, Art. 10 of Methods and
Facilities Standards for the Storage,
Clearance, and Disposal of Industrial
Waste






Fine: NTD 6,000
Environmental workshop
1 hours

Modification to Plan for Disposal of Waste has
been made and filed monthly at Industrial Waste
Management System and another copy of such
filing has been served to licensed disposal facility.

74

Competent Authority Description of Violation Date of
Sanction
Reference of Sanction
Order
Regulation Violated Sanction Countermeasures and estimated amount for fine in the
future
Production of Noise exceed the level allowed
due to the use of power tool during prohibited
hours of a day.


Jan. 26,
2022
EPB, Kao-hsiung City
Gov’t, Zao-Chu No.
22-111-010076 order


Sec. 4, Art. 8, Noise Control Act and
Sec. 4 of No. 104391770001 order by
Kao-hsiung City Government where it
stipulates that “No usage of power tool
to the extend that such usage creates
noise by construction activities at
restricted zone from 10pm to 8am of
next dayand 12pm to 2pm on holiday.







Fine: NTD 3,000
Avoid construction during holiday.
Bureau of
Environmental
Protection, Taoyuan
City Government
Failure to equip the premises with a Class B
Waste Disposal Technician

Feb. 18,
2021
Tao-yuan City Gov’t
Huan No. 1100011671
Order


Sec. 2 of Art. 28, Waste Disposal Act
Fine: NTD 6,000 Already assigned a Class B Waste Disposal
Technician

75

5.5 Labor Relations

  • 5.5.1 Illustration various measures of employee benefit, advanced studies, training and retirement and its implementation.

  • Employee Benefit:

The company has established Employee’s Welfare Committee pursuant to official confirmation by Taipei City Government in 1969. The goal of the committee is to make sure the implementation of various benefits of the employee, including subsidy to the tuition of employee’s children, gift money for festivals, monthly birthday party, company tour.

  1. Advanced Studies:

The company encourages employee to take on-job study degree program and provide loans of tuition for employees and their children.

  1. Training:

Training for new employee,

In order to enhance the understanding of the job description and the environment, the company has implemented necessary training on new employee.

On-job Training,

The company provides ad hoc on-job training hosted in-house or by external institution in order to enhance the employee’s knowledge required by his/her position.

  1. Retirement:

The company has filed and established Supervisory Committee of Labor Retirement Reserve in 1980. Internal regulation governing retirement of the employee has been adopted in 1984 pursuant to Labor Standards Act. The company has appropriated retirement reserve monthly according to relevant regulations and deposited into special account registered in Dept. of Trust, Bank of Taiwan.

Labor Pension Act has been implemented on July 1[st] , 2005 which allows employees the liberty to choose applicable scheme. For employee who chose this scheme, the company shall appropriate a reserve for pension equivalent to 6% of salary pursuant to applicable regulations.

  1. Other important agreement:

The employment agreement between the employee and the company has followed the principle stipulated by Labor Standards Act and supplemented by Working Guideline of the company.

  • 5.5.2 In the most recent year and up to the date of publication of the annual report, losses suffered due to labor disputes: Not applicable.

76

5.6 Cyber Security Policy Purpose and Objectives

5.6.1 Cyber Security Policy Purpose

  1. This policy is made in order to make the company's business run smoothly, ensure the security of the company's mainframe, network equipment and network communications, and prevent information or information and communication system from being unauthorized access, use, control, disclosure, damage, alteration, destruction, or other infringement, and establish cyber security management specifications.

  2. This policy will ensure the confidentiality, integrity and availability of the company's business information and system.

  3. Confidentiality: It ensures that only authorized personnel can use the

  4. information.

  5. Integrity: It ensures that the information used is correct and has not been

  6. doctored.

Availability: It ensures that authorized personnel have access to the required information.

5.6.2 Cyber Security Policy Objectives

  1. When a cyber security incident happens, it can be timely informed, dealt with and restored within the specified time. The information system structure will gradually establish a high-availability backup and off-site data backup mechanism according to its risk level to ensure uninterrupted services. It will also strengthen system recovery drills to ensure that the system recovery time meets the expectation.

  2. In response to changes in the cyber security threat, cyber security education and training will be conducted to boost the staff’s awareness of cyber security. Most of the cyber security incidents come from the negligence and lack of cyber security awareness of staff. Thus, regular cyber security publicity and education training is necessary.

  3. Please do not open emails from unknown sources or unidentifiable senders. Regular email social engineering drills will be conducted every year. Colleagues who open such emails or links by mistake will receive further training and records of the training will be recorded for future reference.

  4. We aim to enhance the level and mechanism of cyber security equipment, improve defense capabilities, and prevent virus or intrusion and extortion events.

  5. Be alert to security bugs notices, patch high-risk bugs in real time, and regularly assess and handle security bugs repairs for equipment, system components, database systems, and software.

77

5.7 Material Contract

Type Contracting Party Contracting Period Desc Restriction
Clause
Leasing
Agreement
Feng-Li Enterprise Inc.
2015.09.01. ~
2022.08.31.
Leasing of Fengshan RMC Plant None
Leasing
Agreement
International Textile
Co. Ltd.
2018.10.11. ~
2021.10.10.
Leasing of Yeung Kung RMC Plant None
Leasing
Agreement
Tai-Nan Ready-mixed
Concrete Inc.
2021.09.01. ~
2026.08.31.
Leasing of Tai-Nan RMC Plant None
Leasing
Agreement
Universal Real Estate
Development Inc.
2017.08.01. ~
2022.07.31.
Leasing of office space in San-Lien
Building
None
Leasing
Agreement
Global Town Business
Center Inc.
2019.04.01. ~
2029.06.31.
Leasing of office space in San-Lien
Building
None
Leasing
Agreement
Hao-Chun Enterprise
Inc.
2020.09.01 ~
2024.08.31

Leasing of plot of Ling Feng Ying
None

78

VI. Financial Information

6.1 Five-Year Financial Summary

6.1.1 Condensed Balance Sheet

A. Consolidated Condensed Balance Sheet

Unit: NT$ thousands

Year
Item
Year
Item
Financial Summary for The Last Five Years( Note 1) Financial Summary for The Last Five Years( Note 1) Financial Summary for The Last Five Years( Note 1) Financial Summary for The Last Five Years( Note 1) Financial Summary for The Last Five Years( Note 1) 2022 (As
of March
31) (Note
2)
2021 2020 2019 2018 2017
Current assets 5,004,661 4,391,640 4,267,262 4,058,612
3,863,038
Property, Plant and Equipment 6,890,696 6,680,071 6,180,847 6,050,677
5,902,802
Intangible assets 8,404
8,075

7,854

8,548

8,400
Other assets( Note 3) 13,193,061 13,023,150 12,945,970 12,458,735 11,454,968
Total assets 25,096,822 24,102,936 23,401,933 22,576,572 21,229,208
Current liabilities Before
distribution
4,245,043 3,795,424 3,831,854 3,435,479
2,730,633
After distribution ( Note 4) 4,514,394 4,485,463 4,089,088
3,449,603
Non-current liabilities 1,467,303 1,522,159 1,467,033 1,311,820
1,343,814
Total liabilities Before
distribution
5,712,346 5,317,583 5,298,887 4,747,299
4,074,447
After distribution ( Note 4) 6,036,553 5,952,496 5,400,908
4,793,417
Shareholders’ Equity attributable to
the parent company
19,233,465 18,656,227 17,983,457 17,715,321 17,036,903
Paid-in Capital 6,536,092 6,536,092 6,536,092 6,536,092
6,536,092
Capital surplus 66,950
65,822

41,430

41,265

46,951
Retained earnings Before
distribution
11,884,891 11,515,783 11,013,644 10,562,324 10,109,852
After distribution ( Note 4) 10,796,813 10,360,035 9,908,715
9,390,882
Other equity 745,532
538,530

392,291

575,640

344,008
Treasury stock -
-

-

-

-
Non-controlling interest 151,011
129,126

119,589

113,952

117,858
Total equity Before
distribution
19,384,476 18,785,353 18,103,046 17,829,273 17,154,761
After distribution ( Note 4) 18,066,383 17,449,437 17,175,664 16,435,791

Note 1: The financial information has been audited and certified by CPAs.

Note 2: As of the publication date of the annual report, the consolidated financial information as of March 31, 2022 has not been reviewed by accountant.

Note 3: Including financial assets at fair value through profit or loss - non-current, financial assets at fair value through other comprehensive income - non-current, financial assets at amortized cost - non-current, investments accounted for using equity method, right - of - use assets, investment properties, deferred tax assets, prepayments for equipment and other non-current assets.

Note 4: The proposal on 2021 profit distribution is pending ratification by the AGM.

79

B. Individual Condensed Balance Sheet

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands
Year
Item
Financial Summary for The Last Five Years( Note 1)
2021 2020 2019 2018 2017
Current assets 4,025,665
3,496,309

3,474,856

3,285,678

3,120,241
Property, Plant and Equipment 6,629,770
6,414,931

5,920,949

5,474,006

5,324,620
Intangible assets 8,051
7,611

7,452

7,873

7,604
Other assets( Note 2) 13,591,503
13,110,276

13,020,770

13,011,495

12,047,983
Total assets 24,254,989
23,029,127

22,424,027

21,779,052

20,500,448
Current liabilities Before distribution
3,860,294

3,198,586

3,240,529

2,853,848

2,224,308
After distribution ( Note 3)
3,917,556

3,894,138

3,507,457

2,943,278
Non-current liabilities 1,161,230
1,174,314

1,200,041

1,209,883

1,239,237
Total liabilities Before distribution
5,021,524

4,372,900

4,440,570

4,063,731

3,463,545
After distribution ( Note 3)
5,091,870

5,094,179

4,717,340

4,182,515
Paid-in capital 6,536,092
6,536,092

6,536,092

6,536,092

6,536,092
Capital surplus 66,950
65,822

41,430

41,265

46,951
Retained earnings Before distribution
11,884,891

11,515,783

11,013,644

10,562,324

10,109,852
After distribution ( Note 3)
10,796,813

10,360,035

9,908,715

9,390,882
Other equity 745,532
538,530

392,291

575,640

344,008
Treasury stock -
-

-

-

-
Total equity Before distribution
19,233,465

18,656,227

17,983,457

17,715,321

17,036,903
After distribution ( Note 3)
17,937,257

17,329,848

17,061,712

16,317,933

Note 1: The financial information has been audited and certified by CPAs.

Note 2: Including financial assets at fair value through other comprehensive income - non-current, financial assets at amortized cost - non-current, investments accounted for using equity method, right - of - use assets, investment properties, deferred tax assets, prepayments for equipment and other non-current assets.

Note 3: The proposal on 2021 profit distribution is pending ratification by the AGM.

80

6.1.2 Condensed Statement of Comprehensive Income/Condensed Statement of

Income

A. Consolidated Condensed Statement of Comprehensive Income

Year
Item
Financial Summary for The Last Five Years ( Note 1) Financial Summary for The Last Five Years ( Note 1) Financial Summary for The Last Five Years ( Note 1) Financial Summary for The Last Five Years ( Note 1) Financial Summary for The Last Five Years ( Note 1) 2022 (As of
March 31)
(Note 2)
2021 2020 2019 2018 2017
Operating revenue 6,079,107 5,426,217 5,005,731 4,780,994 4,405,376
Gross profit 1,131,817
907,031

586,765

571,082

537,908
Profit /loss from operations 710,202
493,142

170,895

182,646

150,227
Non-operating income and expenses 530,060
804,372
1,027,783
945,220
1,274,987
Profit before tax 1,240,262 1,297,514 1,198,678 1,127,866 1,425,214
Net profit from continuing operation 1,114,226 1,259,795 1,141,682 1,051,568 1,389,535
Loss of discontinued operations -
-

-

-

-
Net profit 1,114,226 1,259,795 1,141,682 1,051,568 1,389,535
Other comprehensive income/loss (net
amount after tax)
206,946
79,230
(183,256) (335,953)
121,925
Total comprehensive income/loss 1,321,172 1,339,025
958,426

715,615
1,511,460
Net profit attributable to owners of parent
company
1,088,078 1,247,252 1,135,477 1,057,293 1,411,666
Net profit attributable to non-controlling
interests
26,148
12,543

6,205

(5,725)

(22,131)
Total comprehensive income/loss
attributable to owners ofparent company
1,295,080 1,326,470
952,128

721,035
1,533,947
Total comprehensive income/loss
attributable to non-controllinginterest
26,092
12,555

6,298

(5,420)

(22,487)
Earnings per share 1.66
1.91

1.74

1.62

2.16

Note 1: The financial information has been audited and certified by CPAs.

Note 2: As of the publication date of the annual report, the consolidated financial information as of March 31, 2022 has not been reviewed by accountant.

81

B. Individual Condensed Statement of Comprehensive Income

Year
Item
Financial Summary for The Last Five Years ( Note 1) Financial Summary for The Last Five Years ( Note 1) Financial Summary for The Last Five Years ( Note 1) Financial Summary for The Last Five Years ( Note 1) Financial Summary for The Last Five Years ( Note 1)
2021 2020 2019 2018 2017
Operating revenue 4,826,439 4,495,516 4,149,136 3,865,046 3,518,563
Gross profit 962,604
801,903

495,207

496,833

478,624
Profit /loss from operations 629,650
469,884

158,345

236,966

235,915
Non-operating income and expenses 571,451
811,505
1,029,563
897,534
1,209,175
Profit before tax 1,201,101 1,281,389 1,187,908 1,134,500 1,445,090
Net profit from continuing operations 1,088,078 1,247,252 1,135,477 1,057,293 1,411,666
Loss of discontinued operations -
-

-

-

-
Net profit 1,088,078 1,247,252 1,135,477 1,057,293 1,411,666
Other comprehensive income/loss (net
amount after tax)
207,002
79,218
(183,349) (336,258)
122,281
Total comprehensive income/loss 1,295,080 1,326,470
952,128

721,035
1,533,947
Earnings per share 1.66
1.91

1.74

1.62

2.16

Note 1: The financial information has been audited and certified by CPAs.

6.1.3 Auditors’ Opinions from 2017 to 2021

Year CPA Audit Opinion Accounting Firm
2017 Hung Ju Liao、Chao Chin Yang

Unmodified opinion with the Other
Matterparagraph
Deloitte & Touche
2018 Hung Ju Liao、Chao Chin Yang
Unmodified opinion Deloitte & Touche
2019 Hung Ju Liao、Chao Chin Yang
Unmodified opinion Deloitte & Touche
2020 Chao Chin Yang、Lee Yuan Kuo
Unmodified opinion Deloitte & Touche
2021 Chi Chen Lee、Chao Chin Yang
Unmodified opinion Deloitte & Touche

82

6.2 Five-Year Financial Analysis

A. Consolidated Financial Analysis


Item
Year Year Financial Analysis for the Last Five Years ( Note
1)
Financial Analysis for the Last Five Years ( Note
1)
Financial Analysis for the Last Five Years ( Note
1)
Financial Analysis for the Last Five Years ( Note
1)
Financial Analysis for the Last Five Years ( Note
1)
2022
(As of
March
31) Note
2
2021 2020 2019 2018 2017
Financial
structure (%)
Liabilities to assets ratio 22.76
22.06

22.64

21.03

19.19
Long-term capital to property, plant
and equipment ratio
302.60
304.00

316.62

316.35

313.38
Solvency Current ratio (%) 117.89
115.70

111.36

118.14

141.47
Quick ratio (%) 110.32
106.75

103.58

108.91

126.04
Interest coverage ratio (times) 43.34
42.32

37.42

52.87

81.14
Operations Accounts receivable turnover
(times)
3.93
4.00

3.98

4.24

4.20
Average collection cycle 92.87
91.25

91.70

86

87
Inventory turnover (times) 17.02
16.50

15.83

14.10

12.62
Accounts payable turnover (times) 7.00
6.80

6.60

6.91

6.84
Average days in sales 21.44
22.12

23

26

29
Property, plant and equipment
turnover(times)
0.89
0.84

0.81

0.80

0.75
Total assets turnover (times) 0.24
0.22

0.21

0.22

0.21
Profitability Return on assets (%) (ROA) 4.63
5.43

5.10

4.89

6.77
Return on equity (%) (ROE) 5.83
6.83

6.35

6.01

8.28
Net income before tax as a
percentage ofpaid-in capital(%)
18.97
19.85

18.33

17.26

21.80
Net profit rate (%) 18.32
23.21

22.80

21.99

31.54
EPS (NT$) Before
retrospective
1.66
1.91

1.74

1.62

2.16
After
retrospective
1.66
1.91

1.74

1.62

2.16
Cash flow Cash flow ratio (%) 32.56
26.72

19.56

17.54

23.67
Cash flow adequacy ratio (%) 93.99
77.47

69.43

69.41

71.34
Cash reinvestment ratio (%) 3.01
1.26

0.42

(0.23)

(0.33)
Leverage Operating leverage 1.71
1.90

3.53

3.08

3.68
Financial leverage 1.04
1.06

1.23

1.14

1.13
Analysis of financial ratio differences for the last two years:
1
D i Nt Mi Mil b f th i i th t l b d t fit ft t liht
.
ecrease n e argn: any ecause o e ncrease n e ne saes e cause ne pro aer ax a sg
decrease in 2021.

2.
Increase in Cash Flow Ratio and Cash Flow Adequacy Ratio: Mainly because of the increase in the inflow of
net cash from the operating activities in 2021.
3.
Increase in Cash Reinvestment Ratio: Mainly because of the increase in the inflow of net cash from the
operatingactivities and decrease in dividend distribution bycash in 2021.

Note 1: The financial information has been audited and certified by CPAs. Note 2: As of the printing date of the annual report, the consolidated financial information as of March 31, 2022 has not been reviewed by accountant.

83

B. Individual Financial Analysis


Item
Year Year Financial Analysis for the Last Five Years ( Note 1) Financial Analysis for the Last Five Years ( Note 1) Financial Analysis for the Last Five Years ( Note 1) Financial Analysis for the Last Five Years ( Note 1) Financial Analysis for the Last Five Years ( Note 1)
2021 2020 2019 2018 2017
Financial
structure (%)
Liabilities to assets ratio 20.70
18.98

19.80

18.66

16.89
Long-term capital to property, plant
and equipment ratio
307.62
309.13

323.99

345.73

343.24
Solvency Current ratio (%) 104.28
109.30

107.23

115.13

140.28
Quick ratio (%) 96.86
99.97

99.63

106.55

128.19
Interest coverage ratio (times) 58.36
56.61

54.19

67.65

103.62
Operations Accounts receivable turnover (times) 3.64
3.87

3.89

4.25

4.22
Average collection cycle 100
94

94

86

86
Inventory turnover (times) 15.04
15.84

16.31

14.28

12.77
Accounts payable turnover (times) 6.74
7.20

7.22

7.60

7.52
Average days in sales 24
23

22

26

29
Property, plant and equipment
turnover(times)
0.73
0.72

0.72

0.72

0.67
Total assets turnover (times) 0.20
0.19

0.18

0.18

0.18
Profitability Return on assets (%) (ROA) 4.68
5.58

5.23

5.08

7.10
Return on equity (%) (ROE) 5.74
6.80

6.36

6.08

8.48
Net income before tax as a percentage
ofpaid-in capital(%)
18.37
19.60

18.17

17.36

22.11
Net profit rate (%) 22.54
27.74

27.36

27.36

40.12
EPS (NT$) Before retrospective 1.66
1.91

1.74

1.62

2.16
After
retrospective
1.66
1.91

1.74

1.62

2.16
Cash flow Cash flow ratio (%) 32.77
29.02

21.53

20.90

33.19
Cash flow adequacy ratio (%) 90.99
74.83

69.40

69.92

70.74
Cash reinvestment ratio (%) 2.4
0.91

0.20

(0.26)

(0.09)
Leverage Operating leverage 1.56
1.67

2.96

2.00

1.96
Financial leverage 1.03
1.05

1.16

1.08

1.06
Analysis of financial ratio differences for the last two years:
1.
Increase in Cash Flow Adequacy Ratio: Mainly because of the increase in the inflow of net cash from the
operating activities in 2021.
2.
Increase in Cash Reinvestment Ratio: Mainly because of the increase in the inflow of net cash from the
operating activities and decrease in dividend distribution by cash in 2021.

Note 1: The financial information has been audited and certified by CPAs.

84

Note: The equations for calculation in financial analysis.

[I] Financial structure

(1) Liabilities to assets ratio = Total liabilities/ Total assets

(2) Long-term capital to PP&E ratio = (Gross shareholder’s equity + Non-current liabilities) / Net PP&E [II] Solvency (1) Current ratio = Current assets / Current liabilities (2) Quick ratio = (Current assets – Inventory – Prepayments) / Current liabilities (3) Interest coverage ratio =EBIT / Interest expense for current period

[III] Operations

(1) Account receivable (including account receivable and note receivable from operation) turnover = Net revenue /Balance of average account receivable (including account receivable and note receivable from operation) (2) Average collection period=365 / Account receivable turnover (3) Inventory turnover= Cost of goods sold / Average inventory (4) Account payable (including account payable and note payable from operation) turnover = Cost of goods sold / Balance of average account payable (including account payable and note payable from operation) (5) Average daily sales = 365 / Inventory turnover (6) PP&E turnover = Net revenue / Average Net PP&E (7) Total assets turnover = Net revenue / Average total assets

[IV] Profitability

(1) ROA = [Profit(loss) after tax + Interest expenses x (1 – tax rate)] / Average total assets

(2) ROE = Profit(Loss) after tax / Average equity

(3) Net income before tax as a percentage of paid-in capital = pre-tax profit / Paid-in Capital

(4) Net profit rate = Profit(Loss) after tax / Net revenue

(5) EPS = (Net profit attributable to owners of the parent – dividend from preferred shares) / Weighted average number of outstanding shares

[V] Cash flow

(1) Cash flow ratio = Net cash flow from operating activities / Current liabilities

(2) Cash flow adequacy ratio = Net cash flow from operating activities for the past five years / (Capital Expenditure + Increases in inventory + Cash dividends) over the past five years

(3) Cash reinvestment ratio = (Net cash flow from operating activities – Cash dividends) / (Gross PP&E + Longterm investments + Other non-current assets + Working capital)

[VI] Leverage

(1) Operations leverage = (Net revenue – Variable cost and expenses from operations) / Operating profit

(2) Financial leverage = Operating profit / (Operating profit-interest expenses)

85

6.3 Review Report on Financial Report of Recent Fiscal Year by Audit Committee

==> picture [416 x 492] intentionally omitted <==

86

6.4 Consolidated Financial Statements for the Years Ended December 31, 2021 and 2020, and Independent Auditors’ Report

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, 2021 and 2020, 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, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and 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, 2021. These matters were addressed in the context of our audit of the

87

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, 2021 is stated as follows:

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:

  1. 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.

  2. 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, 2021 and 2020 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

88

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:

  1. 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.

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.

89

  1. 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.

  2. 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, 2021 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.

90

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 28, 2022

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.

91

Universal Cement Corporation and Subsidiaries

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (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, 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
-
638,543
3
32,168
-
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
December 31, 2020










































































Amount
%
$ 294,665
1

478
-

2,253,316
10

75,457
-

5,718
-

7,955
-

464,831
2

895,947
4

52,251
-

1,309
-

31
-

283,445
1

48,563
-

7,674

-

4,391,640

18

-
-

1,499,279
6

41,797
-

10,077,521
42

6,680,071
28

308,924
1

444,858
2

8,075
-

8,245
-

642,147
3

379

-

19,711,296

82
$ 24,102,936
100
$ 1,467,000
6

1,231,875
5

4,457
-

132,997
1

494,546
2

45,801
-

294,528
1

48,156
-

56,039
1

20,025

-

3,795,424

16

1,188,219
5

259,001
1

64,050
-

10,889

-

1,522,159

6

5,317,583

22

6,536,092

27

65,822

-

2,491,500
11

3,185,793
13

5,838,490

24

11,515,783

48

538,530

2

18,656,227
77

129,126

1

18,785,353

78
$ 24,102,936
100

The accompanying notes are an integral part of the consolidated financial statements.

92

Universal Cement Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (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
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
2020




























Amount
%
$ 5,426,217 100
4,519,186
83
907,031
17

101,731
2

241,974
5

69,195
1
989

-
413,889

8
493,142

9

1,361
-

226,721
4

(100,096) (2)

(31,401)
-
707,787
13
804,372
15

1,297,514 24
37,719

1
1,259,795
23

(7,666)
-

(27,180)
-

93

Share of the other comprehensive income or
loss of associates accounted for using the
equity method 6,884
-
(1,595)
-
(Continued)

Universal Cement Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (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
%
$ 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
2020


























Amount
%
$ 1,533

-
(34,908)

-
114,138

2
114,138

2
79,230

2
$ 1,339,025
25
$ 1,247,252 23
12,543

-
$ 1,259,795
23
$ 1,326,470 25
12,555

-
$ 1,339,025
25
$ 1.91
$ 1.90

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

94

Universal Cement Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2020
Appropriation of 2019 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 28)
Changes in recognition of associates accounted for
using equity method
Overdue dividends not collected by shareholders
Net profit for the year ended December 31, 2020
Other comprehensive income (loss) for the year ended
December 31, 2020, net of income tax
Total comprehensive income (loss) for the year ended
December 31, 2020
Change in non-controlling interests (Note 23)
Disposal of investments in equity instruments at fair
value through other comprehensive income (Note 8
and 23)
BALANCE AT DECEMBER 31, 2020
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 28)
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
Equity Attributable to Owners of Equity Attributable to Owners of Equity Attributable to Owners of the Company Total
$ 17,983,457

-

653,609 )
418


22,992 )
22,483
1,247,252
79,218

1,326,470

-

-

18,656,227
-

718,970 )
527

605

4 )
1,088,078
207,002
Non-controlling
Interests
$ 119,589

-

-

(
2,238 )

-

-
12,543

12


12,555

(
780 )

-

129,126

-

-

(
2,017 )
-

-

26,148
(
56)
Total Equity Total Equity
Capital Stock -
Common Stock
$ 6,536,092
-
-
-
-
-
-

-

-
-

-
6,536,092
-
-
-
-
-
-

-
Capital
Surplus
Legal Reserve
$ 41,430 $ 2,377,952

-
113,548
-
-
418
-
1,491
-
22,483
-
-
-
-

-

-

-

-
-
-

-

65,822
2,491,500
-
115,575
-
-
527
-
605
-

)
)
-
-
-
-

-
Retained Earnings
Special Reserve
Unappropriated
Earnings
$ 3,185,793
$ 5,449,899
-
(
113,548 )
-
(
653,609 )
-
-
-
(
7,266 )
-
-
-
1,247,252

-

-

-

1,247,252
-
-

-
(
84,238)
3,185,793
5,838,490
-
(
115,575 )
-
(
718,970 )
-
-
-
-
-
-
-
1,088,078

-

-
Other Equity Total
$ 392,291

-

-

-

17,217 )

-

-
79,218
79,218

-
84,238

538,530

-

-

-
-

-

-
207,002
Special Reserve
$ 3,185,793
-
-
-
-
-
-

-

-
-

-
3,185,793
-
-
-
-
-
-

-
Exchange
Differences on
Translating
Foreign
Operations
( $ 1,006,436 )
-
-
-
-
-
-

114,138

114,138
-

-
(
892,298 )
-
-
-
-
-
-
(
53,545)
Unrealized Gain
(Loss) on
Financial Assets
at Fair Value
Through Other
Comprehensive
Income
$ 1,342,691

-
-
-
-
-
-
(
29,936)

(
29,936)

-

84,238

1,396,993
-
-
-
-
-
-

241,879
Remeasurement
of Defined
Benefit Plans
$ 56,036

-
-
-
-
-
-
(
4,984)

(
4,984)

-

-

51,052
-
-
-
-
-
-

18,668
**other **








(
4





(
(
(


(
(
(
(



(
(

(
(


(
(


(
)



(
)
-

(
(




(
(


(



(


(

(

(
(
(


(


(
(
(
$ 18,103,046
-

653,609 )

1,820 )

22,992 )
22,483
1,259,795
79,230
1,339,025

780 )
-
18,785,353
-

718,970 )

1,490 )
605

4 )
1,114,226
206,946

95

(Continued)

Universal Cement Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (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, 2021
Equity Attributable to Owners of Equity Attributable to Owners of Equity Attributable to Owners of the Company Total
1,295,080

-

$ 19,233,465
Non-controlling
Interests

26,092

(
2,190)

$ 151,011
Total Equity Total Equity
Capital Stock -
Common Stock

-

-
$ 6,536,092
Capital
Surplus

-

-

$ 66,950
Retained Earnings
Special Reserve
Unappropriated
Earnings

-

1,088,078

-

-
$ 3,185,793
$ 6,092,023
Other Equity Total
207,002
-
$ 745,532
Legal Reserve

-


-

$ 2,607,075
Special Reserve

-

-
$ 3,185,793
Exchange
Differences on
Translating
Foreign
Operations
(
53,545)

-
($ 945,843)
Unrealized Gain
(Loss) on
Financial Assets
at Fair Value
Through Other
Comprehensive
Income

241,879


-

$ 1,638,872
Remeasurement
of Defined
Benefit Plans

18,668


-

$ 69,720
**other **










(

(






(
)



(

(
1,321,172

2,190)
$ 19,384,476

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

96

Universal Cement Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss (gain) recognized
Net gain on fair value changes of financial assets designated
as at fair value through profit or loss
Interest expenses
Interest income
Dividend income
Share of profit of associates
Loss (Gain) on disposal of property, plant and equipment net
Gain on disposal of investment properties
Gain on disposal of other intangible assets
Inventory write-downs
Impairment losses on assets
Gain on lease modification
Changes in operating assets and liabilities
Contract assets (Including related parties)
Notes receivable
Accounts receivable (Including related parties)
Other receivables
Inventories
Prepayments
Other current assets
Contract liabilities
Notes payable (Including related parties)
Accounts payable (Including related parties)
Other payables
Other current liabilities
Net defined benefit liability

Cash generated from operations
Interest received
Dividends received
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of financial assets at fair value through other
comprehensive income
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)
2020
$ 1,297,514

135,260

1,800

989

23

31,401

(1,361)

(172,561)

(707,787)

(760)

(8,579)

-

443

103,012

(3)

3,101

(46,691)

(89,219)

471

(19,718)

(26,630)

4,246

(2,911)

7,714

11,287

37,114

(9,015)
(26,544)

522,596

1,385

532,834
(42,636)
1,014,179

(50,446)
  • 97 -
Proceeds from the liquidation of financial assets at fair value
through other comprehensive income -
21,039
Increase in financial assets at amortized cost (5,726)
(14,866)
(Continued)

Universal Cement Corporation and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

2021
Decrease in financial assets at amortized cost
$ 25,295
Acquisitions of financial assets at fair value through profit or loss
(176,719)
Refunds from financial assets at fair value through profit or loss
60,608
Acquisitions of investments accounted for using
equity method
(27,000)
Payments for property, plant and equipment
(203,984)
Refunds from disposal of property, plant and equipment
10
Payments for intangible assets
(3,523)
Refunds from disposal of intangible assets
3,000
Payments for investment properties
(210)
Refunds from disposal of investment properties
-
Decrease in other non-current assets

379

Net cash used in investing activities

(880,319)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
313,000
Repayments from short-term bills payable
(8,000)
Proceeds from guarantee deposits received
655
Refund of guarantee deposits received
(260)
Repayment of the principal portion of lease liabilities
(59,836)
Dividends paid to owners of the Company
(718,970)
Acquisitions of non-controlling interests
(1,490)
Interest Paid
(27,434)
Dividends paid to non-controlling interests

(2,190)

Net cash used in financing activities

(504,525)

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
(2,633)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF
THE YEAR

294,665

CASH AND CASH EQUIVALENTS AT THE END OF THE
YEAR
$ 292,032

The accompanying notes are an integral part of the consolidated financial statements.
2020
$ 39,512

-

877

-

(168,830)

786

(2,021)

-

-

28,364
-
(145,585)

185,000

(272,000)

200

(680)

(49,533)

(653,613)

(1,820)

(31,345)
(780)
(824,571)

44,023
250,642
$ 294,665

(Concluded)

  • 98 -

Universal Cement Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (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 28, 2022.

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 2022
Effective Date
New IFRSs Announced by IASB
“Annual Improvements to IFRS Standards 2018-2020” January 1, 2022 (Note 1)
Amendments to IFRS 3 “Reference to the Conceptual January 1, 2022 (Note 2)
Framework”
Amendments to IAS 16 “Property, Plant and Equipment: January 1, 2022 (Note 3)
Proceeds before Intended Use”
Amendments to IAS 37 “Onerous Contracts—Cost of Fulfilling January 1, 2022 (Note 4)
a Contract”

Note 1 : The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will

  • 99 -

be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • Note 2 : The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.

  • Note 3 : The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.

  • Note 4 : The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on 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

Effective Date Announced by IASB (Note New IFRSs 1) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of To be determined by IASB Assets between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contract” January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IFRS 17 “Initial Application of IFRS 9 and January 1, 2023 IFRS 17-Comparative Information” Amendments to IAS 1 “Classification of Liabilities as Current January 1, 2023 or Non-current” Amendments to IAS 1 “Disclosure of Accounting Policies” January 1, 2023 (Note 2) Amendments to IAS 8 “Definition of Accounting Estimates” January 1, 2023 (Note 3) Amendments to IAS 12 “Deferred Tax related to Assets and January 1, 2023 (Note 4) Liabilities arising from a Single Transaction”

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.

  • Note 2 : The amendments apply to the annual reporting period starting after January 1, 2023 in extension.

  • Note 3 : The amendments apply to changes in accounting estimates and changes in accounting policies that occurred during the annual reporting period starting after January 1, 2023.

  • 100 -

Note 4 : Except for deferred taxes that will be recognized on January 1, 2022 for temporary

  • differences associated with leases and decommissioning obligations, the amendments will be applied prospectively to transactions that occur on or after January 1, 2022.

  • 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 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

  • 101 -

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

  • 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

  • 102 -

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 noncontrolling 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. 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).

f. 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.

  • g. Investment in associates

  • 103 -

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.

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.

h. Property, plant and equipment

Property, plant and equipment are measured at cost, less accumulated depreciation and accumulated impairment loss.

  • 104 -

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.

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.

  • i. 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.

  • j. 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.

  • k. 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.

  • 105 -

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.

  • l. Financial instruments

Financial assets and financial liabilities are recognized when a Group entity becomes a party to the contractual provisions of the instruments.

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.

  • 106 -

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 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-

  • 107 -

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.

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.

  • 108 -

m. 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

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.

n. 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

  • 109 -

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.

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-ofuse 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.

o. 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.

p. 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.

q. 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

  • 110 -

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 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

  • 111 -

period.

The accounting policies adopted by the Group do not involve material accounting judgments, estimations and assumptions.

6. CASH AND CASH EQUIVALENTS

December 31
2021
2020
Cash on hand
$ 414 $ 520
Checking accounts and demand deposits
239,618
237,245
Cash equivalent (investments with original maturities less
than 3 months)
Time deposits

52,000

56,900
$ 292,032
$ 294,665
FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
December 31
2021
2020
Financial assets mandatorily classified as at FVTPL-Current
Non-derivative financial assets
Domestic Listed shares and emerging market shares
$ 89,895 $ -
Mutual funds

471

478
$ 90,336
$ 478
Financial assets mandatorily classified as at FVTPL-Non-
current
Non-derivative financial assets
Limited Partnership
$ 22,022
$ -
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
December 31
2021
2020
Investments in equity instruments at FVTOCI-Current
Domestic investments
Listed shares and emerging market shares
$ 2,549,259
$ 2,253,316
Investments in equity instruments at FVTOCI-Non-current
Domestic investments
Listed OTC Private Equity
$ 458,700 $ -
Unlisted shares

1,540,374

1,499,279
$ 1,999,074
$ 1,499,279
**December 31 ** **December 31 **
2021
2020

$ 89,895 $ -

471

478
$ 90,336
$ 478
$ 22,022
$ -
COMPREHENSIVE INCOME
December 31

2021
$ 2,549,259

$ 458,700

1,540,374

$ 1,999,074
2020
$ 2,253,316
$ -
1,499,279
$ 1,499,279

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

These investments in equity instruments are held for medium to strategic purposes. Accordingly, the

  • 112 -

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 2020. Relevant other interests – unrealized losses on financial assets at fair value through 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






2021
$ 75,390

5,147

$ 80,537

$ 10,215

6,933

$ 17,148
2020
$ 75,390

67
$ 75,457
$ 35,864

5,933
$ 41,797
  • a. The ranges of interest rates for time deposits with original maturities of more than 3 months were approximately 0.09%-0.815% and 0.09%-0.815% per annum as of December 31, 2021 and 2020, respectively. The information on pledged time deposits is set out in Note 33.

  • 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


2021
$ 80,537

17,148

$ 97,685
2020
$ 75,457
41,797
$ 117,254

The Group invests only in debt instruments that have low credit risk for the purpose of impairment assessment.

  • 113 -

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, 2021 and 2020, no expected credit losses have been recognized in financial assets measured at amortized cost.

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

**December 31 ** **December 31 **





2021
$ 449,757

332

$ 450,089

$ 1,216,500

5,124

$ 1,211,376
2020
$ 462,720

2,111
$ 464,831
$ 957,906

9,708
$ 948,198

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.

Notes receivable

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, 2021 and 2020.

  • 114 -

Accounts receivable (Including related parties)

The following table details the loss allowance of accounts receivables based on the Group’s provision matrix.

December 31, 2021

Expected credit loss rate

Gross carrying amount

Loss allowance (Lifetime
ECL)


Amortized cost
Less than
30 Days
0.05% ~
11.53%
$ 878,071
(1,057)



$ 877,014
31 to 60
Days
0.14% ~
0.44%
$ 193,615
$
(442)


$ 193,173
$
61 to 90
Days
0.41% ~
0.75%
$ 88,756
$
(480)


$ 88,276
$
91 to 120
Days

1.24% ~
1.52%
$ 46,085
$
(632)


$ 45,453
$
121 to 150
Days

2.89% ~
7.17%
$ 5,255
$
(196)


$ 5,059
$
151 to 365
Days
9.74% ~
23.42%
$ 2,508
(107)


$ 2,401
Over 365
Days
100%
$ 2,210
$
(2,210)


$ -
$
Total
$1,216,500
(5,124)

$1,211,376

December 31, 2020

Expected credit loss rate

Gross carrying amount

Loss allowance (Lifetime
ECL)


Amortized cost
Less than
30 Days
0.03% ~
7.91%
$ 732,181
(1,502)



$ 730,679
31 to 60
Days
0.09 ~
0.44%
$ 129,885
(209)


$ 129,676
61 to 90
Days
0.29% ~
0.67%
$ 62,193
(215)


$ 61,978
91 to 120
Days

1.13% ~
1.33%
$ 18,612
(230)


$ 18,382
121 to 150
Days

2.99% ~
6.54%
$ 6,499
(377)


$ 6,122
151 to 365
Days
11.28% ~
17.39%
$ 1,982
(621)


$ 1,361
Over 365
Days
100%
$ 6,554
(6,554)


$ -
Total
$ 957,906
(9,708)

$ 948,198

The movements of the loss allowance of contract asset and accounts receivable (Including related parties) were as follows:

December 31,2021

Accounts
Contract Asset Receivable
(Including (Including
related parties) related parties) Total
Balance at January 1, 2021
$
3,369 $ 9,708 $ 13,077
Less: Net remeasurement of loss (1,623)
(1,585)
(3,208)
allowance

( 1 , 6 2 3 ) Less: Amounts written off - (2,999) (2,999)

  • 115 -
Balance at December 31, 2021

December 31, 2020
$ 1,746
$ 5,124
$ 6,870
Contract Asset
(Including
related parties)
Accounts
Receivable
(Including
related parties)

Balance at January 1, 2020
$ 3,898 $ 8,190
Add: Net remeasurement of loss
allowance

(529)

1,518

Balance at December 31, 2020
$ 3,369
$ 9,708
Total
$ 12,088
989
$ 13,077

12. INVENTORIES

Merchandise

Finished goods
Work in process
Raw materials and supplies

**December 31 ** **December 31 **


2021
$ 9,608
82,971
10,037

195,226

$ 297,842
2020
$ 19,071

74,625

10,531

179,218
$ 283,445

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2021 and 2020 was $ 4,947,290 thousand and $ 4,519,186 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
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
Proportion of Ownership
December 31
2021
2020
Remark
86.63
86.63
-
69.99
69.99
-
100.00
100.00
-
100.00
100.00
-
58.12
57.19
Note
100.00
100.00
-
100.00
100.00
-
0.87
0.87
-
0.01
0.01
-
0.01
0.01
-

Note : The company obtained 124 thousand shares and 165 thousand shares held by the minority

  • 116 -

shareholders of Universal Concrete Industrial Corporation from June to August 2021 and October 2020, respectively, resulting in an increase in the shareholding ratio.

14. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Material associate
Lioho Machine Works Ltd.

Associates that are not individually material
Tainan Concrete Industrial Corporation

**December 31 ** **December 31 **


2021
$ 9,810,902

81,943

$ 9,892,845
2020
$ 10,023,552

53,969
$ 10,077,521

a. Material associates

Name of Associate
Lioho Machine Works Ltd.
Proportion of Ownership and
Voting Rights
**December 31 **
2021
2020
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
2021
2020
$ 32,856,494
$ 33,568,622
For the Year Ended December 31



2021
$ 7,518,260

$ 1,240,141

$ (154,295)

$ 537,489
2020
$ 4,505,629
$ 2,367,104
$ 378,456
$ 358,326
  • 117 -

15. PROPERTY, PLANT AND EQUIPMENT

Cost
Balance at January 1, 2020

Additions
Disposals
Reclassification from investment
properties

Balance at December 31, 2020

Accumulated depreciation and
impairment
Balance at January 1, 2020

Depreciation expense
Disposals
Reclassification from investment
properties
Impairment


Balance at December 31, 2020

Carrying amounts at December 31,
2020

Cost
Balance at January 1, 2021

Additions
Disposals
Reclassification to investment
properties

Balance at December 31, 2021

Accumulated depreciation and
impairment
Balance at January 1, 2021

Depreciation expense
Disposals

Balance at December 31, 2021

Carrying amounts at December 31,
2021
Land
$ 4,692,446
-
-
404,481

$ 5,096,927

$ -
-
-
-
-
-

$ -

$ 5,096,927

$ 5,096,927
-
-
(491,945)

$ 4,604,982

$ -
-
-

$ -

$ 4,604,982
Buildings
$ 1,638,183

42,127

(380 )
11,853

$ 1,691,783

$ 1,116,578

21,633

(380 )
12,097
-


$ 1,149,928

$ 541,855

$ 1,691,783

359,503

(39 )
-

$ 2,051,247

$ 1,149,928

24,257
(12)
(
4
9
1
,
9
4
5
)

$ 1,174,173

$ 877,074
Machinery
and
equipment
Transportation
equipment
$ 3,346,677 $ 544,029


66,683
31,013

(8,550 )
(14,260 )
-
-


$ 3,404,810
$ 560,782

$ 3,190,811 $ 482,891


30,847
14,365

(8,548 )
(14,236 )
-
-
-

-

$ 3,213,110
$ 483,020

$ 191,700
$ 77,762

$ 3,404,810 $ 560,782


67,043
111,831

(6,340 )
(5,812 )
-
-

-
-

$ 3,465,513
$ 666,801

$ 3,213,110 $ 483,020


36,831
31,131
(6,340)
(
4
9
1
,
9
4
5
)

(5,812)
(
4
9
1
,
9
4
5
)

$ 3,243,601
$ 508,339

$ 221,912
$ 158,462
Other
equipment

$ 748,423
33,092

(22,941 )
-

$ 758,574

$ 563,242
16,349

(22,941 )
-
7

$ 556,657

$ 201,917

$ 758,574

27,159

(10,378 )
-
-

$ 775,355

$ 556,657

20,100
(10,378)
(
4
9
1
,
9
4
5
)

$ 566,379

$ 208,976
Construction
in progress
$ 564,611

5,299

-
-

$ 569,910

$ -

-

-
-
-

$ -

$ 569,910

$ 569,910

249,380

-
-

$ 819,290

$ -

-
-

$ -

$ 819,290
Total
$11,534,369

178,214

(46,131 )
416,334
$12,082,786
$ 5,353,522

83,194

(46,105 )
12,097
7
$ 5,402,715
$ 6,680,071
$12,082,786

814,916

(22,569 )
(491,945)
$12,383,188
$ 5,402,715

112,319
(22,542)
$ 5,492,492
$ 6,890,696

Partial equipment of the Group’s building material segment is idle. According to the assessment, the future recoverable amount is less than its carrying amount; therefore, the Group recognized an impairment loss of $103,012 thousand under non-operating expenses during 2020.

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:

  • 118 -
Buildings
Main buildings 20-60 years
Outbuildings and construction 4-16 years
Engineering systems 9-16 years
Machinery and equipment 2-21 years
Transportation equipment 2-7 years
Other equipment 2-20 years
  • 119 -

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 **
2021
2020


$ 3,001
$ 3,089

269,633
297,251

8,708

8,584

$ 281,342
$ 308,924
**For the Year Ended December 31 **







2021

$ 32,251



$ 806


55,199

3,732

$ 59,737
2020
$ 134,385
$ 847
46,334

3,603
$ 50,784
  • b. Lease liabilities
Carrying amounts

Current

Non-current
December 31 December 31


2021

$ 54,192

$ 233,167
2020
$ 56,039
$ 259,001

Ranges of discount rates for lease liabilities were as follows:

Land

Buildings
Machinery
**December 31 **
2021
2020
1.422% - 1.71% 1.422% - 1.71%
0.9% - 1.71%
0.9% - 1.71%
0.9% - 1.42%
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.

  • 120 -

d. Other lease information


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 **


2021

$ 3,812

$ 430

$ 68,332
2020
$ 2,280
$ 430
$ 55,878

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, 2020

Disposals
Reclassification to property, plant and
equipment


Balance at December 31, 2020

Accumulated depreciation and
impairment
Balance at January 1, 2020

Depreciation expense
Disposals
Reclassification to property, plant and
equipment


Balance at December 31, 2020

Carrying amounts at December 31, 2020
Land
$ 913,602

(13,708 )
(404,481 )

$ 495,413

$ 80,167

-
-
-

$ 80,167

$ 415,246
Buildings
$ 189,269


(7,439 )
(11,853 )

$ 169,977

$ 152,542

1,282
(1,362 )
(12,097 )

$ 140,365

$ 29,612
Total
$ 1,102,871

(21,147 )
(416,334 )
$ 665,390
$ 232,709
1,282

(1,362 )
(12,097 )
$ 220,532
$ 444,858
(Continued)
  • 121 -
Cost
Balance at January 1, 2021

Additions
Reclassification from 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
$ 935,844

As of December 31, 2021 and 2020, the Group has not yet completed the property registration of the land amounting to $113,000 thousand and $112,790 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
2021
$ 2,663,299
2020
$ 2,158,644

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
2021
$ 22,700
17,550
14,465
12,592
9,689

16,923

$ 93,919
2020
$ 24,040

15,816

7,090

4,649

4,560

2,280
$ 58,435
  • 122 -

18. OTHER INTANGIBLE ASSETS

Patents Patents Licenses and
Franchises
Licenses and
Franchises
Trademarks Trademarks Computer
Software
Computer
Software
Total
Cost
Balance at January 1, 2020 $ 7,983 $ 5,000 $ 20 $ 4,858 $ 17,861
Additions
407

-

-

1,614

2,021
Balance at December 31,
2020
$ 8,390
$ 5,000
$ 20
$ 6,472
$ 19,882
Accumulated amortization
Balance at January 1, 2020 $ 3,793 $ 2,632 $ 7 $ 3,575 $ 10,007
Amortization expense
626

237

2

935

1,800
Balance at December 31,
2020
$ 4,419
$ 2,869
$ 9
$ 4,510
$ 11,807
Carrying amounts at
December 31, 2020
$ 3,971
$ 2,131
$ 11
$ 1,962
$ 8,075
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, $ 5,101 $ 3,868 $ 11 $ 6,010 $ 14,990
2021
Carrying amounts at
December 31, 2021
$ 3,577
$ 1,894
$ 9
$ 2,924
$ 8,404

Other intangible assets are amortized on a straight-line basis over the estimated useful lives as follows:

Patents Licenses and franchises Trademarks Computer Software

3-20 years 10 years 10 years 3 years

19. BORROWINGS

a. Short-term borrowings

December 31 2021 2020 Unsecured borrowings Line of credit borrowings $ 1,780,000 $ 1,467,000

The range of interest rates was 0.82% - 0.85% and 0.85% - 1.38% per annum as of December 31, 2021 and 2020.

  • 123 -

b. Short-term bills payable

Commercial papers

Less: Unamortized discount on bills payable

**December 31 ** **December 31 **


2021
$ 1,225,000

964

$ 1,224,036
2020
$ 1,233,000

1,125
$ 1,231,875

The Group did not provide any collateral over these balance.

Outstanding short-term bills payable as follows:

Promissory Institutions
Nominal Amount
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

December 31, 2020
China Bills Finance Co., Ltd.
$ 350,000
International Bills Finance Co., Ltd.
338,000
Taiwan Finance Co., Ltd.
240,000
Ta Ching Bills Finance Co., Ltd.
200,000
Mega Bills Finance Co., Ltd.

105,000

$ 1,233,000
Discount
Amount

$ 164

91

375

88

246

$ 964

$ 293

217

158

156

301

$ 1,125
Carrying Value
Interest Rate
$ 304,836 0.808% ~ 1.358%

299,909
0.848%

274,625 0.848% ~ 1.248%

189,912
0.848%

154,754
0.998% ~ 1.358%
$ 1,224,036
$ 349,707 0.858% ~ 1.28%

337,783 0.888% ~ 1.358%

239,842
0.858%

199,844
0.888%

104,699
1.218% ~ 1.458%
$ 1,231,875
  • 124 -

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 **





2021
$ 115,370
25,157
22,419
21,399
20,359
13,912
12,039

65,749

$ 296,404

$ 19,637
340

661

$ 20,638
2020
$ 107,899

18,204

23,487

23,175

14,836

21,021

11,397

74,509
$ 294,528
$ 19,107

344

574
$ 20,025

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.

  • 125 -

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

Movements in net defined benefit liability were as follows:
December 31 December 31


2021
$ 258,000

(222,959)

$ 35,041
2020
$ 284,147

(220,097)
$ 64,050
Present Value
of the Defined
Benefit
Obligation
Fair Value of
the Plan Assets
Balance at January 1, 2020
$ 279,649
$ (196,721)

Current service cost
4,798
-
Net interest expense (income)

2,237

(1,603)

Recognized in profit or loss

7,035

(1,603)

Remeasurement
Return on plan assets (excluding
amounts included in net interest)
-
(6,842)
Actuarial loss - changes in
demographic assumptions
4,250
-
Actuarial loss - changes in financial
assumptions
21,253
-
Actuarial gain - experience
adjustments

(10,995)

-

Recognized in other comprehensive
income
14,508

(6,842)


Contributions from the employer
-
(31,976)
Benefits paid

(17,045)

17,045

Balance at December 31, 2020

284,147

(220,097)

Current service cost
4,284
-
Net interest expense (income)

995

(783)

Recognized in profit or loss

5,279

(783)

Remeasurement
Return on plan assets (excluding
amounts included in net interest)
-
(3,156)
Actuarial loss - changes in
demographic assumptions
12,988
-
Actuarial gain - changes in
financial assumptions
(17,742)
-
Actuarial gain - experience
adjustments

(2,057)

-

Recognized in other comprehensive
income
(6,811)

(3,156)


Contributions from the employer
-
(23,538)
Net Defined
Benefit
Liability
$ 82,928

4,798

634

5,432

(6,842)

4,250

21,253

(10,995)
7,666


(31,976)

-

64,050

4,284

212

4,496

(3,156)

12,988

(17,742)

(2,057)
(9,967)


(23,538)
  • 126 -
Benefits paid

Balance at December 31, 2021

(24,615)

$ 258,000

24,615

$ (222,959)

-
$ 35,041

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


2021
$ 2,281
612
1,476

127

$ 4,496
2020
$ 2,822

757

1,696

157
$ 5,432

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 **
2021
2020
0.75%
0.35%
1.63% - 4%
1.625% - 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
December 31 December 31


2021
$ (10,956)

$ 11,672

$ 11,013
2020
$ (11,848)
$ 12,648
$ 11,875
  • 127 -

$ (10,456) $ (11,254)

0.5% decrease

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 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 **
2021
$ 6,926

7 - 10 years
2020
$ 7,019
7 - 11 years

23. EQUITY

  • a. Share capital
b. 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 **



2021
2020

653,609

653,609
$ 6,536,092
$ 6,536,092

653,609

653,609
$ 6,536,092
$ 6,536,092
**December 31 **


2021
$ 21,606
945
21,920

22,479

$ 66,950
2020
$ 21,606

418

21,315

22,483
$ 65,822

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

  • 128 -

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 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.

Items referred to under Rule No. 1010012865, Rule No. 1010047490 and Rule No. 1030006415 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Company.

The appropriations of 2020 and 2019 earnings have been approved in the shareholders’ meetings on July 27, 2021 and June 15, 2020, respectively. The appropriations and dividends per share were as follows:

Legal reserve
Cash dividends
Cash dividends per share (NT$)
2020
$ 115,575
$ 718,970
$ 1.1
2019




$ 113,548
$ 653,609
$ 1

The appropriation of earnings for 2021 had been proposed by the Company’s board of directors on March 28, 2022. The appropriation and dividends per share were as follows:

Appropriation Appropriation Dividends Per
of Earnings Share (NT$)
Legal reserve $ 108,808
Cash dividends 653,609 $ 1

The appropriation of earnings for 2021 will subject to the resolution of the shareholders’ meeting.

  • d. Special reserves
First-time adoption IFRSs
**December 31 ** **December 31 **
2021
$ 3,185,793
2020
$ 3,185,793
  • 129 -

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.

  • 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
For the year Ended For the year Ended December 31


2021
$ (892,298)

(53,545)

$ (945,843)
2020
$ (1,006,436)

114,138
$ (892,298)
  • 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
**For the year Ended **
2021
2020
  • 130 -
Balance at January 1

Share of associates accounted for using the equity
method (Note)

Balance at December 31
$ (17,217)

-

$ (17,217)
$ -
(17,217)
$ (17,217)

Note: Refer to the forward contract initially recognized for acquiring the equity instruments of subsidiaries.

f. Non-controlling interests



Balance at January 1

Share in profit (loss) for the year
Other comprehensive income/(loss) during the year
Remeasurement on defined benefit plans
Remeasurement on defined benefit plans related
income tax
Disposal of partial equity(Note 28)
Non-controlling dividend distribution

Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2021
$ 129,126
26,148
(70)
14
(2,017)

(2,190)

$ 151,011
2020
$ 119,589

12,543

15

(3)

(2,238)

(780)
$ 129,126

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
For the Year Ended December 31
2021
2020
$ 6,072,453 $ 5,418,715

6,654

7,502
$ 6,079,107
$ 5,426,217
December 31
January 1
2021
2020
2020
$ 1,661,465
$ 1,413,029
$ 1,278,637
$ 3,262 $ 7,114 $ 4,772

637

1,396

880

2,625

5,718

3,892
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2020
$ 5,418,715

7,502
$ 5,426,217
January 1



2021
$ 1,661,465

$ 3,262

637


2,625



2020
$ 1,278,637
$ 4,772

880

3,892
  • 131 -
Sale of goods
Less: Allowance for impairment
loss



Contract liabilities - current
Sale of goods
5,546

1,109


4,437

$ 7,062

$ 10,275

9,928
1,973

7,955

$ 13,673

$ 4,457

15,371
3,018
12,353
$ 16,245
$ 7,368

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.

Expected credit loss rate
Gross carrying amount of retention receivable

Allowance for impairment loss (Lifetime ECLs)

December 31 December 31


2021
20%
$ 8,808

(1,746)

$ 7,062
2020
20%
$ 17,042

(3,369)
$ 13,673

The movements of the loss allowance of contract assets refer to Note11.

  • b. Disaggregation of revenue
Disaggregation of revenue

Concrete

Cement
Gypsum board panels
Others

For the Year Ended December 31


2021
$ 3,971,701
1,284,859
787,072

35,475

$ 6,079,107
2020
$ 3,370,194

1,299,136

742,434

14,453
$ 5,426,217

25. PROFIT BEFORE INCOME TAX

  • a. Interest income
a. Interest income

Bank deposits

b. Other income

Rental income - investment properties (Note 17)

Dividend income
Others
For the Year Ended December 31
2021
2020
$ 1,109
$ 1,361
For the Year Ended December 31

2021
$ 25,345
160,502

21,848
2020
$ 26,086

172,561

28,074
  • 132 -

$ 207,695 $ 226,721

c. Other gains and losses



Impairment losses on assets

Gain on disposal of investment properties
Net foreign exchange gains and losses
Gain (loss) on disposal of property, plant and equipment
Gain on disposal of intangible assets
Fair value changes of financial assets
Financial assets mandatorily classified as at FVTPL
Litigation reserve
Development and design expenses
Others


d.
Interest expense

Interest on loans

Interest on lease liabilities


e. 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 December 31 For the Year Ended December 31 For the Year Ended December 31
2021
2020

$ - $ (103,012)
-
8,579
(540)
(1,066)

(17)
760
2,989
-
(4,201)
(23)
(7,000)
-
(6,286)
-

(7,297)

(5,334)
$ (22,352)
$ (100,096)
For the Year Ended December 31
2021
2020
$ 25,038 $ 27,766

4,254

3,635
$ 29,292
$ 31,401
For the Year Ended December 31








2021
$ 112,319
59,737
1,179

3,183

$ 176,418

$ 119,825
52,231

1,179

$ 173,235

$ 204

2,979

$ 3,183
2020
$ 83,194

50,784

1,282

1,800
$ 137,060
$ 83,413

50,565

1,282
$ 135,260
$ -

1,800
$ 1,800

f. Employee benefits expense

  • 133 -

Short-term benefits
Salaries

Labor and health insurance
Others


Post-employment benefits
Defined contribution plans
Defined benefit plans (Note 22)




An analysis of employee benefits expense - by function
Operating costs

Operating expenses

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2021
2020
$ 523,765 $ 491,232
51,243
46,260

42,885

44,027

617,893

581,519
21,361
19,185

4,496

5,432

25,857

24,617
$ 643,750
$ 606,136
(Continued)
For the Year Ended December 31



2021
$ 440,139

203,611

$ 643,750
2020
$ 408,871

197,265
$ 606,136
  • 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, 2021 and 2020 have been approved on March 28, 2022 and March 23, 2021, respectively as follows:

Accrual rate


Employees’ compensation
Remuneration of directors
Amount
For the Year Ended December 31
2021
2020
1.68%
1.73%
1.68%
1.73%

Employees’ compensation

Remuneration of directors
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31

2021
$ 20,860

$ 20,860
2020
$ 22,946
$ 22,946

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.

  • 134 -

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, 2020 and 2019.

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.

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 December 31 ** **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
$ 134,778
7,979

(4,219)


138,538

5,605
(18,107)

(12,502)

$ 126,036




2020
$ 49,601

16,163

(23,615)

42,149

(4,430)
-
(4,430)
$ 37,719

A reconciliation of accounting profit and income tax expenses is as follows:


Profit before tax

Income tax expense calculated at the statutory rate

Tax-exempt income
Nondeductible expenses in determining taxable income
Realized investment losses
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

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
$ 1,240,262

$ 248,052
(32,382)

(72,875)
-
966
(3,378)
7,979
-

(22,326)

$ 126,036
b. Income tax recognized in other comprehensive income
For the Year Ended December 31
2021 2020
Deferred tax

In respect of the current year
Remeasurement of defined benefit plans

$ 351
$ 1,533
b. Income tax recognized in other comprehensive income
For the Year Ended December 31
2021 2020
Deferred tax
In respect of the current year
Remeasurement of defined benefit plans $ 351
$ 1,533
  • 135 -

c. Current tax assets and liabilities

For the Year Ended December 31 2021 2020 Current tax assets Tax refund receivable $ - $ 31 Current tax liabilities Income tax payable $ 119,517 $ 48,156

d. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

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
  • 136 -

For the year ended December 31, 2020

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
$ 605 $ 338 $ - $ 943
866
(145)
(13)
708
61
(57)
-
4
170
90
-
260
-
4,940
-
4,940
2,158

(768)

-

1,390
$ 3,860
$ 4,398
$ (13)
$ 8,245
$ 1,179,798 $ - $ - $ 1,179,798
9,923
(32)
(1,546)
8,345
76
-

-

76

$ 1,189,797
$ (32)
$ (1,546)
$ 1,188,219

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 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


Deductible temporary differences
Impaired inventories and obsoleteand slow-movinginventories

Net defined benefit obligation
Impairment losses on assets
December 31 December 31












2021
2020
$ 3,887 $ -
8,003
8,788
10,273
10,273
57,779
57,779
69,078
81,196
47,759
56,417
58,819
58,819
40,128
40,128
24,120
24,120
3,368
3,368

6,945

6,945
$ 330,159
$ 347,833
**December 31 **

2021
$ 34,027
-

287,600
2020
$ 33,274

90,533

287,601
  • 137 -

$ 321,627 $ 411,408

f. Income tax examinations

Income tax returns through 2020 of Universal Investment Corporation, and 2019 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 December 31 For the Year Ended December 31 For the Year Ended December 31
2021
$ 1,088,078
2020
$ 1,247,252

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 December 31 For the Year Ended December 31 For the Year Ended December 31


2021
$ 653,609

1,197

$ 654,806
2020
$ 653,609

1,311
$ 654,920

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. EQUITY TRANSACTIONS WITH NON-CONTROLLING INTERESTS

  • 138 -

From June to August 2021 and in October 2020, the Group acquired shares held by the non-controlling interest of Universal Concrete, and its shareholding increased from 58.06% to 58.99% and 56.81% to 58.06% 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
2021
2020
2021
2020
2021
2020
Obtaining non-controlling interests



$ (1,490)
2,017


$ 527

$ 527
$ (1,820)
2,238

$ 418
$ 418

29. CASH FLOWS INFORMATION

Cash used in obtaining property, plant and equipment by the Group during 2021 and 2020 was as below:


Increase in property, plant and equipment

Payables on equipment
Prepaid on equipment

Total cash paid
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2021
$ 814,916
7,109

(618,041)

$ 203,984
2020
$ 178,214

(20,969)

11,585
$ 168,830

30. 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.

31. 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.

  • 139 -

  • b. Fair value of financial instruments that are measured at fair value on a recurring basis

  • 1) Fair value hierarchy

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


December 31, 2020
Financial assets at FVTPL
Mutual funds

Financial assets at
FVTOCI
Investments in equity
instruments
-Listed shares

-Unlisted shares

Level 1
$ 89,895
471
-

$ 90,336

$ 2,549,259
-

$ 2,549,259

Level 1
$ 478

$ 2,253,316
-

$ 2,253,316
Level 2
$ -

-
-

$ -

$ 458,700
-

$ 458,700

Level 2
$ -

$ -
-

$ -
Level 3
$ -

-
22,022

$ 22,022

$ -
1,540,374

$ 1,540,374

Level 3
$ -

$ -
1,499,279

$ 1,499,279
Total
$ 89,895

471
22,022
$ 112,388
$ 3,007,959
1,540,374
$ 4,548,333
Total
$ 478
$ 2,253,316
1,499,279
$ 3,752,595

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, 2021

Balance at January 1

Purchased
Recognized in income(other
gains and losses)
Financial assets
at fair value
through profit
or loss
$ -
25,000
(
2,978)
Financial assets
at fair value
through other
comprehensive
income
$ 1,499,279

20,000

-
Total
$ 1,499,279

45,000
(
2,978)
  • 140 -
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
21,09
$ 1,540,374
21,09
5
5
$ 1,562,396

For the year ended December 31, 2020

Balance at January 1

Recognized in other comprehensive income(Unrealized valuation
gain (loss) on financial assets at fair value through other
comprehensive income)
Additions
Share capital returned for liquidation

Balance at December 31
Financial assets at
fair value through
other
comprehensive
income
Financial assets at
fair value through
other
comprehensive
income


$ 1,418,905
81,413
20,000
(21,039)
$ 1,499,279

3) Input and measurement technique of Level 2 fair value measurement. Category of financial instrument Measurement technique and input v a l u e Investment of Equity Instrument Purchase of stock via private offering which is subject to a three-yearlock-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

December 31 2021 2020

  • 141 -
Financial assets
Financial assets at FVTPL
Mandatorily classified as at FVTPL $ 112,388 $ 478
Financial assets at amortized cost (1) 2,053,655 1,826,257
Financial assets at FVTOCI
Equity instruments 4,548,333 3,752,595
Financial liabilities
Financial liabilities at amortized cost (2) 4,051,705 3,677,636
  • 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 **
2021
2020
$ 149,685 $ 174,154
1,511,395
1,546,915
218,725
203,864
1,780,000
1,467,000
  • 142 -

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 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 $ 2,549,259 thousand and $ 2,253,316 thousand, had been 1% higher/lower, the pre-tax other comprehensive income for the year ended December 31, 2021 and 2020 would have increased/decreased by $ 25,493 thousand and $ 22,533 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

  • 143 -

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 nonderivative financial liabilities were based on the agreed repayment dates.

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, 2021


Non-derivative financial liabilities
Non-interest bearing

Lease liabilities
Variable interest rate liabilities

Fixed interest rate liabilities


December 31, 2020

Non-derivative financial liabilities
Non-interest bearing

Lease liabilities
Variable interest rate liabilities

Fixed interest rate liabilities

On Demand
or Less than
3 Month
$ 1,036,385
14,688
1,781,972
1,225,000

$ 4,058,045

On Demand
or Less than
3 Month
$ 967,872
16,006
1,169,075
1,233,000

$ 3,385,953
3 Months
to 1 Year
1 Year to 5
Year
5 Year to 10
Year
$ - $ 11,284 $ -

42,248 193,763
48,300

-
-
-
-

-

-
$ 42,248
$ 205,047
$ 48,300
3 Months
to 1 Year
1 Year to 5
Year
5 Year to 10
Year
$ - $ 10,889 $ -

44,193 179,635
88,918
300,503
-
-
-

-

-
$ 344,696
$ 190,524
$ 88,918

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, 2021 and 2020, the Group has loan commitments $ 2,634,559 thousand, and $ 1,943,439 thousand, respectively.

32. 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.

  • 144 -

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 its board directors Sheng Yuan Investment Corp. The key management of the Group Pan Asia Corp. The key management of the Group serves as supervisor Associates

Sheng Yuan Investment Corp. Pan Asia Corp. Tainan Concrete Industrial Corp.

  • 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
The key management of
the Group serves as
supervisor

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2021
$ 62,364

52,864

$ 115,228
2020
$ 65,595

91,022
$ 156,617

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
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2021
$ 264,867
2020
$ 245,547

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

The key management of the Group serves as supervisor
Pan Asia Corp.

Less: Allowance for impairment loss


December 31 December 31





2021
$ 5,546

1,109

$ 4,437
2020
$ 9,928

1,973
$ 7,955
  • e. Receivables from related parties (Excluding contract assets)

  • 145 -

December 31

Account Items
Related Parties Category /
Name
Accounts receivable from
related parties
The key management of the
Group serves as supervisor
Pan Asia Corp.

The key management of
the Group serves as a
member of its board
directors

Less: Allowance for
impairment loss


2021
$ 26,432
7,744

12

$ 34,164
2020
$ 47,098

5,172

19
$ 52,251

The outstanding receivables from related parties are unsecured.

  • f. 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
**December 31 ** **December 31 **
2021
$ 32,168
2020
$ 45,801

The outstanding payables from related parties are unsecured and would be paid in cash.

  • g. Lease arrangements - Group is lessee
Related Parties Category
Acquisitions of Right - of - use assets
Associates

Line Item
Related Party Category
Lease liabilities
Associates

Line Item
Related Party Category
Interest expense
Associates
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2021
2020
$ 27,585
$ -
**December 31 **
2021
2020
$ 25,785
$ 3,431
For the Year Ended December 31
2021
$ 88
2020
$ 52

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:

  • 146 -
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


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 theGroup


i. Compensation of key management personnel
Short-term employee benefits

Post-employment benefits

December 31 December 31
2021
2020
$ 3,207 $ 8,705

23

46
$ 3,230
$ 8,751
For the Year Ended December 31
2021
2020
$ 5,498 $ 5,498

23

23
$ 5,521
$ 5,521
**For the Year Ended December 31 **


2021
$ 39,726

504

$ 40,230
2020
$ 38,270

547
$ 38,817

The remuneration of directors and key executives was determined by the remuneration committee according to the performance of individuals and market trends.

33. 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 **


2021
$ 5,147

10,215

$ 15,362
2020
$ 67

35,864
$ 35,931

34. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Group were as follows:

  • 147 -

  • a. Unrecognized commitments are as follows:

Acquisition of property, plant and equipment
**December 31 ** **December 31 **
2021
$ 82,593
2020
$ 104,529
  • b. As of December 31, 2021 and 2020, the promissory notes were $ 104,183 thousand and $ 96,499 thousand, respectively. These notes were provided as engineering performance bonds, which could be refunded when the guarantee is terminated.

  • c. As of December 31, 2021 and 2020, unused letters of credit for purchase of raw materials were $ 26,756 thousand and $ 6,561 thousand.

  • d. In June 2015, Cheng Da Construction Co., Ltd. (CDC) filed a complaint in the ROC. District Court of Taichung, alleging that the Group provided ready-mixed concrete with defects in quality. CDC claimed for compensation of $ 34,580 thousand. Subsequently, the claim was reduced to $ 27,930 thousand. The case is currently under trial for the third trial in Taichung Supreme Court. The Group cannot eliminate the possibility of defeated in the suit or possible settlement; therefore, an estimated contingent liability is recognized under Other Payables.

  • e. The Group supplied ready-mixed concrete to Chuan-Feng Construction Inc. (Chuan-Feng) Chuan-feng sought against the Group recovery of damage of $ 18,827 thousand due to defective found in the project of “Guo-hsiung Grand Ju-li” (the Project) contracted by Chuan-Feng. The case is currently under trial for the first trial at Taichung District Court. Nevertheless, the recovery of damage sought by the resident of the Project against Guo-hsiung Enterprise is undecided and therefore it is adjudicated by the court that the case is temporarily stay. It is the assessment of the Group that the result of the legal proceeding is yet to be estimated, therefore no contingent liability is appropriated.

  • f. The Group entered into an contract with Chi-ying Inc. (Chi-ying) on the manufacturing and installation equipment and request a plan of change in accordance with the contract. Chi-ying contended that it has complete the manufacturing of the product and demand the payment of $ 5,967 thousand (VAT included). Subsequently, the claim was reduced to $ 5,120 thousand. The case is currently under trial for the first trial at Chiao-Tou District Court. It is the assessment of the Group that the result of the legal proceeding is yet to be estimated, therefore no contingent liability is appropriated.

  • g. The Group has outsourced its transportation of ready-mixed concrete to Lian-Chin Enterprise Inc. in 2020. The driver was sued for wrongful death due to malpractice. The family of the victim brought a claim against the driver and held the Group jointly liable for the loss of $ 5,681 thousand. The case is currently under trial at Feng-Shan Summary Court of Kaohsiung District Court. It is the assessment of the Group that the result of the legal proceeding is yet to be estimated, therefore no contingent liability is appropriated.

35. 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, 2021

Foreign Carrying Currencies Amount (In Thousand) Exchange Rate (In Thousand)

  • 148 -
Financial assets
Monetary items
USD $ 431 27.68 $ 11,937
RMB 902 4.344 3,918
EUR 136 31.32 4,244
December 31, 2020
Foreign Carrying
Currencies Amount
(In Thousand) Exchange Rate
(In Thousand)
Financial assets
Monetary items
USD $ 187 28.48 $
5,316
RMB 1,147 4.377 5,019

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, 2021
Exchange Rate
Net Foreign
Exchange Loss
1(NTD:NTD)
$ (540)
For the Year Ended December 31, 2020
Exchange Rate
1(NTD:NTD)
Exchange Rate
Net Foreign
Exchange Gain
1 (NTD:NTD)
$ (1,066)

36. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions and investees:

  • 1) Financing provided to others. (Table 1)

  • 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.

  • 149 -

(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)

  • 150 -

37. 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, 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

For the year December 31, 2020

Revenue from external
customers

Inter-segment revenues

Segment revenues

Segment profit

Interest expenses
Profit before income tax
Building
Materials
Division
Assets
Management
Center
$ 5,411,764 $ 14,453
10,296

-

$ 5,422,060
$ 14,453

$ 572,332
$ 803,109
Adjustment
and
Elimination
$ -
(10,296)

$ (10,296)

$ (46,526)


Total
$ 5,426,217
-
$ 5,426,217
$ 1,328,915
(31,401)
$ 1,297,514

Segment profit represented the profit before tax earned by each segment. This was the measure reported

  • 151 -

to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.

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 **
2021

$ 526,861


9
2020

$ 525,912

10

Note : Revenue from selling cement

  • 152 -

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
The Company
The Company
The Company
Uneo Incorporated
Universal Investment
Corporation
Universal Concrete
Industrial Corporation
Other receivables
Other receivables
Other receivables
Yes
Yes
Yes
$ 100,000
800,000
300,000
$ 100,000
800,000
300,000
$ -
85,000
20,000
1
1
1
For short-term
financing
For short-term
financing
For short-term
financing
$ -
-
-
Operating capital
Operating capital
Operating capital
$ -

-

-
None
None
Land
$ -

-
185,609
$ 7,693,386

7,693,386

7,693,386
$ 7,693,386
7,693,386
7,693,386

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.

  • 153 -

TABLE 2

UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2021

(Amounts In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

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
Uneo Incorporated
Universal Investment Corporation
Universal Concrete Industrial
Corporation
Universal Concrete Industrial
Corporation
The Company
Universal Concrete Industrial
Corporation
The Company
(1)
(1)
(1)
(3)
(2)
(3)
(2)
$ 60,000
750,000
132,329
487,450
487,450
3,841,535
3,841,535
$ 50,000
400,000
120,000
166,541
409,929
9,949
279,816
$ 50,000
400,000
120,000
162,241
319,928
-
279,816
$ -
100,000
-
-
-
-
-
$ -
-
-
-
-
-
-
-
2
1
166
328
-
36
$ 19,233,465
19,233,465
19,233,465
974,900
974,900
7,683,070
7,683,070
Y
Y
Y
N
N
N
N
N
N
N
N
Y
N
Y
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.

  • 154 -

TABLE 3

UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2021

(Amounts In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

Holding Company Name Type and Name of Marketable Securities Relationship with the Holding
Company
Financial Statement
Account
December 31, 2021 December 31, 2021 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.
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.
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
13,000,000
273,000
43,999,488
24,864,000
1,400,000
3,303,325
1,286,063
171,133
600,000
24,000
34,928,900
55
2,300,000
602,000
9,000,000
3,102,803
7,540
$ 544,334
738,069
26,938
771,869
271,050
6,866
764,711
513,193
11,413
139,219
10,350
-
-
471
468,048
1
72,795
10,234
187,650
37,823
540
2.50
0.15
0.08
6.85
8.72
0.21
8.14
16.44
1.16
1.05
0.46
0.16
30.00
-
2.15
-
0.11
0.53
6.04
2.71
1.98
$ 544,334
738,069
26,938
771,869
271,050
6,866
764,711
513,193
11,413
139,219
10,350
-
-
471
468,048
1
72,795
10,234
187,650
37,823
540
  • 155 -

TABLE 3

UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2021

(Amounts In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

Holding Company Name Type and Name of Marketable Securities Relationship with the Holding
Company
Financial Statement
Account
December 31, 2021 December 31, 2021 Note
Shares/ Units Carrying Value Percentage of
Ownership (%)
Fair Value
Or Net Equity
Da Jen Venture Capital Co., Ltd.
DarChan Venture Capital Co., Ltd.
Limited partnership
Taiwania Capital Buffalo Fund V, LP.
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 supervisor.
-
Financial assets at FVTOCI
- non-current
Financial assets at FVTOCI
- non-current
Financial assets at FVTPL
- non-current
1,683,000
4,000,000
-
27,186
35,939
22,022
8.06
3.64
3.23
27,186
35,939
22,022
  • 156 -

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, 2021

(Amounts In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Type and Name of
Marketable Securities
Financial Statement
Account
Counterparty Relationship Beginning Balance Beginning Balance **Acquisition ** **Acquisition ** **Disposal ** **Disposal ** Ending Balance Ending Balance
Number of
Shares
Amount Number of
Shares
Amount Number of
Shares
Amount Carrying
Amount
Gain (Loss) on
Disposal
Number of
Shares
Amount
The Company
Universal Investment
Corporation
Listed shares
Creative Sensor Inc.
Privately offered shares
Creative Sensor Inc.
Listed shares
Creative Sensor Inc.
Privately offered shares
Creative Sensor Inc.
Financial assets at FVTPL
- current
Financial assets at FVTOCI
- non-current
Financial assets at FVTPL
- current
Financial assets at FVTOCI
- non-current
-
-
-
-
-
-
-
-
-
-
-
-
$ -
-
-
-

2,067,000

13,000,000

230,000

9,000,000
$ 59,033

305,370

6,599

211,410

1,794,000

-

230,000

-
$ 52,658
-
6,949
-
$ 51,248

-

6,599

-
$ 1,410

-

350

-
273,000
13,000,000
-
9,000,000
$ 6,866

271,050

-

187,650
  • 157 -

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, 2021

(Amounts In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

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
$ 231,872
217,957
8
8
45 ~ 60 days after
acceptance
30 ~ 65 days after
acceptance
Note
Equivalent
Equivalent
Equivalent
($ 33,121)
(
26,611)

(5 )

(4 )

Note : The purchase prices have no comparison with those from third parties.

  • 158 -

TABLE 6

UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2021 (Amounts In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

Investor Company Investee Company Location Main Businesses and Products Original Investment Amount Original Investment Amount Balance a s of December 31, 2021 s of December 31, 2021 Net Income
(Loss) of the
Investee
Share of
Profits/Losses of
Investee
Note
December 31, 2021 December 31, 2020 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
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
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
68,454
858
5
13
178
93
$ 69,993
22,643
74,580
250,000
32,284
291,671
20,000
174,997
41,454
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
1,265,000
115,494
361
667
10,000
1,680
69.99
86.63
100.00
100.00
58.12
100.00
100.00
29.86
42.17
0.87
0.01
0.01
0.33
-
$ 112,282
40,619
97,490
768,307
137,759
43,336
19,566
9,810,809
81,764
858
5
13
179
93
$ 17,591

(136)

2,950

9,170

50,220

(2,053)

(434)

1,240,141

6,348

-

-

-

-

-
$ 12,314

(118)

2,950

9,170

29,331

(2,053)

(434)

370,306

2,594

-

-

-

-

-












  • 159 -

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
Universal Investment Corporation
Universal Concrete Industrial
Corporation
Universal Concrete Industrial Corporation
Universal Concrete Industrial
Corporation
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(3)
(3)
Freight expense
Accounts payable
Other payables
Sales revenue
Accounts receivable
Other receivables
Other receivables
Sales revenue
Accounts receivable
$ 231,872
13,918
19,203
22,784
5,013
85,000
20,000
102,379
15,103
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
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.

  • 160 -

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.

  • 161 -

6.5 Financial Statements for the Years Ended December 31, 2021 and 2020, and Independent Auditors’ Report

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Universal Cement Corporation

Opinion

We have audited the accompanying financial statements of Universal Cement Corporation (the Corporation), which comprise the balance sheets as of December 31, 2021 and 2020, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2021 and 2020, and its financial performance and its 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 Financial Statements section of our report. We are independent of the Corporation 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 financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

  • 162 -

these matters.

The key audit matter of the Corporation’s financial statements for the year ended December 31, 2021 is stated as follows: Occurrence of sales of concrete products

Refer to Note 4(13) and Note 22, the Corporation 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 Corporation’s revenue and has a material impact on the Corporation’s 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:

  1. We understood the design of the Corporation’s internal controls on accounting for sales. We tested the implementation and operating effectiveness of the internal controls.

  2. 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.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with 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 financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Corporation’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 Corporation 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 Corporation’s financial reporting process.

  • 163 -

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 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:

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

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

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

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

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

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

  • 164 -

with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Chi Chen Lee and Chao Chin Yang.

Deloitte & Touche Taipei, Taiwan

Republic of China

March 28, 2022

Notice to Readers

The accompanying financial statements are intended only to present the 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 financial statements are those generally accepted and applied in the Republic of China.

For the convenience of readers, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. 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 financial statements shall prevail.

  • 165 -

Universal Cement Corporation

BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash (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 32)
Contract assets - current (Notes 4 and 23)
Contract assets from related parties - current (Notes 4, 23 and 31)
Notes receivable (Notes 4 ,11 and 23)
Net Accounts receivable (Notes 4,11 and 23)
Accounts receivable from related parties (Notes 4, 11,23 and 31)
Other receivables (Notes 4 and 31)
Inventories (Notes 4 and 12)
Prepayments
Other current assets

Total current assets

NON-CURRENT ASSETS
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 32)
Investments accounted for using equity method (Notes 4 and 13)
Property, plant and equipment (Notes 4 and 14)
Right - of - use assets (Notes 4 and 15)
Investment properties (Notes 4 and 16)
Other intangible assets (Notes 4 and 17)
Deferred tax assets (Notes 4 and 25)
Prepayments for equipment
Other non-current assets

Total non-current assets

TOTAL

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 4 and 18)

Short-term bills payable (Note 4 and 18)
Contract liabilities - current (Notes 4 and 23)
Notes payable (Note 19)
Accounts Payable (Note 19)
Accounts Payable to related parties (Notes 19 and 31)
Other payables (Note 20 and 31)
Current tax liabilities (Notes 25)
Lease liabilities - current (Notes 4, 15 and 31)
Other current liabilities (Note 20)

Total current liabilities

NON-CURRENT LIABILITIES
Deferred tax liabilities (Notes 4 and 25)
Lease liabilities - non-current (Notes 4, 15 and 31)
Guarantee deposits
Net defined benefit liabilities - non-current (Notes 4 and 21)

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 22)
Capital stock - common stock

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity

Total equity

TOTAL
December 31, 2021
Amount
%
$ 104,869
-
6,866
-
2,081,210
9
67
-
2,545
-
4,437
-
395,276
2
1,000,841
4
36,742
-
106,365
1
266,451
1
16,310
-

3,686

-


4,025,665

17

1,709,936
7
4,707
-
11,111,932
46
6,629,770
27
39,323
-
685,616
3
8,051
-
16,702
-
23,287
-

-

-


20,229,324

83

$ 24,254,989
100

$ 1,780,000
7
1,059,292
4
1,224
-
-
-
581,335
3
40,529
-
258,827
3
107,052
1
13,445
-

18,590

-


3,860,294

16

1,088,997
5
26,072
-
8,827
-

37,334

-


1,161,230

5


5,021,524

21


6,536,092

27


66,950

-

2,607,075
11
3,185,793
13

6,092,023

25


11,884,891

49


745,532

3


19,233,465

79

$ 24,254,989
100
December 31, 2020





































































Amount
%
$ 125,182
1

-
-

1,851,633
8

67
-

5,578
-

4,228
-

362,052
2

796,302
3

52,308
-

592
-

247,290
1

45,918
-

5,159

-

3,496,309

15

1,419,292
6

15,195
-

10,808,078
47

6,414,931
28

27,007
-

194,028
1

7,611
-

5,344
-

640,952
3

380

-

19,532,818

85
$ 23,029,127
100
$ 1,285,000
6

1,039,284
5

565
-

209
-

471,001
2

52,662
-

268,209
1

46,077
-

16,897
-

18,682

-

3,198,586

14

1,089,408
5

10,315
-

8,432
-

66,159

-

1,174,314

5

4,372,900

19

6,536,092

29

65,822

-

2,491,500
11

3,185,793
14

5,838,490

25

11,515,783

50

538,530

2

18,656,227

81
$ 23,029,127
100

The accompanying notes are an integral part of the financial statements.

  • 166 -

Universal Cement Corporation

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 23 and 31)

OPERATING COSTS (Notes 12, 21, 24 and 31)

GROSS PROFIT

OPERATING EXPENSES (Notes 21, 24 and 31)
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 13, 24 and 31)
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 25)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (Notes
21, 22 and 25)
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
2021
Amount
%
$ 4,826,439 100
3,863,835
80

962,604
20

90,348
2
167,842
3
76,718
2
(1,954)

-

332,954

7

629,650
13

141
-
177,733
4
(9,544)
-
(20,939) (1)
424,060

9

571,451
12

1,201,101 25
113,023

2

1,088,078
23

10,048
-
199,183
4
2020




























Amount
%
$ 4,495,516 100
3,693,613
82
801,903
18

105,770
2

157,467
3

68,246
2
536

-
332,019

7
469,884
11

273
-

178,891
4

(98,927)
(2)

(23,044) (1)
754,312
17
811,505
18

1,281,389 29
34,137

1
1,247,252
28

(7,712)
-

(28,404) (1)
  • 167 -
Share of the other comprehensive income or
loss of associates accounted for using the
equity method 50,981
1
(346)
-
(Continued)

Universal Cement Corporation

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (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 of
associates accounted for using the equity
method


Other comprehensive income (loss) for the
year, net of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

EARNINGS PER SHARE (Note 26)
Basic

Diluted
2021
Amount
%
$ 335

-

260,547

5

(53,545)
(1)

(53,545)
(1)

207,002

4

$ 1,295,080
27

$ 1.66

$ 1.66
2020














Amount
%
$ 1,542

-
(34,920)
(1)
114,138

3
114,138

3
79,218

2
$ 1,326,470
30
$ 1.91
$ 1.90

The accompanying notes are an integral part of the financial statements.

(Concluded)

  • 168 -

Universal Cement Corporation

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2020
Appropriation of 2019 earnings (Note 22)
Legal reserve
Cash dividends distributed by the Company - NT$ 1 per share
Differences between the actual equity value of
subsidiaries acquired or disposed and its carrying
amounts. ( Note 27)
Changes in recognition of associates accounted for
using equity method
Overdue dividends not collected by shareholders
Net profit for the year ended December 31, 2020
Other comprehensive income (loss) for the year ended
December 31, 2020, net of income tax
Total comprehensive income (loss) for the year ended
December 31, 2020
Disposal of investments in equity instruments at fair
value through other comprehensive income (Note 8
and 22)
BALANCE AT DECEMBER 31, 2020
Appropriation of 2020 earnings (Note 22)
Legal reserve
Cash dividends distributed by the Company - NT$ 1.1 per share
Differences between the actual equity value of
subsidiaries acquired or disposed and its carrying
amounts. (Note 27)
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
Capital Stock -
Common Stock
$ 6,536,092
-
-
-
-
-

-

-

-

6,536,092
-
-
-
-
-
-

-
Capital
Surplus

$ 41,430
-
-
418
418
1,491
22,483
-
-

-

-

65,822

-
-
527
605
(
4 )
-
-
Retained Earnings
Special Reserve
Unappropriated
Earnings
$ 3,185,793
$ 5,449,899
-
(
113,548 )
-
(
653,609 )
-
-
-
-
(
7,266 )
-
-
1,247,252

-

-

-

1,247,252

-
(
84,237)

3,185,793

5,838,490
-
(
115,575 )
-
(
718,970 )
-
-
-
-
-
-
-
1,088,078

-

-
Retained Earnings
Special Reserve
Unappropriated
Earnings
$ 3,185,793
$ 5,449,899
-
(
113,548 )
-
(
653,609 )
-
-
-
-
(
7,266 )
-
-
1,247,252

-

-

-

1,247,252

-
(
84,237)

3,185,793

5,838,490
-
(
115,575 )
-
(
718,970 )
-
-
-
-
-
-
-
1,088,078

-

-
Other Equity
Total

$ 392,291


-

-


-

17,217 )


-
79,218

79,218

84,238

538,530


-

-


-

-

-


-
207,002
Total Equity Total Equity
Legal Reserve
$ 2,377,952


113,548

-

-


-


-

-


-


-


2,491,500


115,575

-

-

-

-

-

-
Special Reserve
$ 3,185,793
-
-
-
-
-

-

-

-

3,185,793
-
-
-
-
-
-

-
Exchange
Differences on
Translating
Foreign
Operations
( $ 1,006,436 )
-
-
-
-
-

114,138

114,138

-
(
892,298 )
-
-
-
-
-
-
(
53,545)
Unrealized Gain
(Loss) on
Financial Assets
at Fair Value
Through Other
Comprehensive
Income
$ 1,342,691

-
-
-
-
-
(
29,936)

(
29,936)


84,238


1,396,993

-
-
-
-
-
-

241,879
Remeasurement
of Defined
Benefit Plans
$ 56,036

-
-
-
-

-
(
4,984)

(
4,984)


-


51,052

-
-
-
-
-
-

18,668
other



































(
(
(


(

(
(
(



(
(

(
(



(
(



(



(

(
(




(
(
$ 17,983,457
-

653,609 )
418

22,992 )
22,483
1,247,252
79,218
1,326,470
-
18,656,227
-

718,970 )
527
605

4 )
1,088,078
207,002

(Continued)

  • 169 -

Universal Cement Corporation

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Total comprehensive income (loss) for the year ended
December 31, 2021
BALANCE AT DECEMBER 31, 2021
Capital Stock -
Common Stock

-
$ 6,536,092
Capital
Surplus

-

$ 66,950
Retained Earnings
Special Reserve
Unappropriated
Earnings

-

1,088,078
$ 3,185,793
$ 6,092,023
Retained Earnings
Special Reserve
Unappropriated
Earnings

-

1,088,078
$ 3,185,793
$ 6,092,023
Other Equity
Total

207,002

$ 745,532
Total Equity Total Equity
Legal Reserve

-

$ 2,607,075
Special Reserve

-
$ 3,185,793
Exchange
Differences on
Translating
Foreign
Operations
(
53,545)
($ 945,843)
Unrealized Gain
(Loss) on
Financial Assets
at Fair Value
Through Other
Comprehensive
Income

241,879

$ 1,638,872
Remeasurement
of Defined
Benefit Plans

18,668

$ 69,720
other





(
(



(

1,295,080
$ 19,233,465

The accompanying notes are an integral part of the financial statements.

(Concluded)

  • 170 -

Universal Cement Corporation

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss (gain) recognized
Interest expenses
Interest income
Dividend income
Share of profit of associates
Loss (Gain) on disposal of property, plant and equipment net
Net gain on fair value changes of financial assets designated
as at fair value through profit or loss
Gain on disposal of investment properties
Gain on disposal of other intangible assets
Inventory write-downs
Impairment loss on assets
Gain on lease modification
Changes in operating assets and liabilities
Contract assets (Including related parties)
Notes receivable
Accounts receivable (Including related parties)
Other receivables
Inventories
Prepayments
Other current assets
Contract liabilities
Notes payable (Including related parties)
Accounts payable (Including related parties)
Other payables
Other current liabilities
Net defined benefit liability

Cash generated from operations
Interest received
Dividends received
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Financial assets at fair value through other comprehensive
income
Proceeds from the liquidation of financial assets at fair value
through other comprehensive income
2021
$ 1,201,101
114,763
2,992
(1,954)
20,939
(141)
(142,112)
(424,060)

17
(491)
(424,060)
(2,989)
752
-
-
3,531
(33,224)
(187,726)
(772)
(19,913)
29,608
1,473
659
(209)
98,201
(2,555)
(92)
(18,777)

639,021
141
689,375
(63,482)

1,265,055

(321,038)
-
2020






































$ 1,281,389

93,211

1,511

536

23,044

(273)

(137,256)

(754,312)

(328)

-

(8,579)

-

-

103,012

(3)

3,056

(44,157)

(66,336)

10,149

(28,323)

(26,160)

2,184

(4,411)

(361)

22,118

27,951

(9,030)
(25,276)

463,356

273

504,481
(39,777)
928,333

(9,468)

21,039
  • 171 -
Increase in financial assets at amortized cost (541)
(9,683)
Decrease in financial assets at amortized cost 11,029
26,447
Acquisitions of financial assets at fair value through profit or loss (59,033)
-
(Continued)
Universal Cement Corporation
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(In Thousands of New Taiwan Dollars)
Acquisitions of investments accounted for using equity method

Refunds from financial assets at fair value through profit or loss
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
Increase in other receivables
Decrease in other receivables
Decrease in other non-current assets

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Increase (decrease) in 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
Interest Paid

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
($ 428,490)

52,658
(191,534)
214
(3,443)
3,000
(210)
-
(147,000)
42,000
380

(1,042,008)

495,000
20,000
655
(260)
(19,132)
(718,970)
(20,653)

(243,360)

(20,313)
125,182

$ 104,869
2020
($ 71,820)

-

(152,316)

330

(1,670)

-

-

28,364

-

-
-
(168,777)

185,000

(260,000)

200

(130)

(20,141)

(653,613)
(22,756)
(771,440)

(11,884)
137,066
$ 125,182

The accompanying notes are an integral part of the financial statements.

(Concluded)

  • 172 -

NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Universal Cement Corporation

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 financial statements are presented in the Company’s functional currency, New Taiwan dollar.

2. APPROVAL OF FINANCIAL STATEMENTS

The accompanying financial statements were approved by the Company’s board of directors on March 28, 2022.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. The initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and 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).

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 Company’s accounting policies.

  • b. The IFRSs endorsed by the FSC for application starting from 2022

Effective Date New IFRSs Announced by IASB “Annual Improvements to IFRS Standards 2018-2020” January 1, 2022 (Note 1) Amendments to IFRS 3 “Reference to the Conceptual January 1, 2022 (Note 2) Framework” Amendments to IAS 16 “Property, Plant and Equipment - January 1, 2022 (Note 3) Proceeds before Intended Use” Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling January 1, 2022 (Note 4) a Contract”

  • Note 1: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • 173 -

  • Note 2: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.

  • Note 3: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.

  • Note 4: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

As of the date the financial statements were authorized for issue, the Company has assessed that the adoption of other standards or interpretations will not have a significant impact on the Company’s financial position and performance.

c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC

Effective Date Announced by IASB (Note New IFRSs 1) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of To be determined by IASB Assets between an Investor and its Associate or Joint Venture” 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 17January 1, 2023 Comparative Information” Amendments to IAS 1 “Classification of Liabilities as Current January 1, 2023 or Non-current” Amendments to IAS 1 “Disclosure of Accounting Policies” January 1, 2023 (Note 2) Amendments to IAS 8 “Definition of Accounting Estimates” January 1, 2023 (Note 3) Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities January 1, 2023 (Note 4) arising from a Single Transaction”

  • 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.

  • Note 2:The amendments apply to the annual reporting period starting after January 1, 2023 in extension.

  • Note 3:The amendments apply to changes in accounting estimates and changes in accounting policies that occurred during the annual reporting period starting after January 1, 2023.

  • Note 4:Except for deferred taxes that will be recognized on January 1, 2022 for temporary differences associated with leases and decommissioning obligations, the amendments will be applied prospectively to transactions that occur on or after January 1, 2022.

  • Amendments to IAS 1 “Disclosure of Accounting Policies”

The amendments stated that the Corporation shall determine the information on significant accounting policies to be disclosed based on the definition of materiality. Where it is reasonably

  • 174 -

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 Corporation is not required to disclose such information.

  • (2) The Corporation 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 circumstances:

  • (6) The Corporation changed its accounting policies during the reporting period, and such changes resulted in significant changes in the information of the financial statements;

  • (7) The Corporation elected applicable accounting policies from options permitted by the standards;

  • (8) As no requirement is provided under any specific standards, the Corporation established the accounting policies based on IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”;

  • (9) Relevant accounting policies where the Corporation disclosed the decisions that required significant judgments or assumptions; or

  • (10) 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 Corporation 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.

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 financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers .

  • 175 -

  • b. Basis of preparation

The 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 Corporationed 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

  • 3) Level 3 inputs are unobservable inputs for the assets or liabilities.

The equity method is adopted. To align the profit or loss for the year, other comprehensive income, and equity in this individual financial report with the profit or loss attributable to the owner of the Company for the year other comprehensive income, and equity in the Company’s consolidated financial report, certain differences in accounting under the individual and consolidated bases are due to the adjustments in “investments using equity method,” “share of profit or loss from subsidiaries and associates using equity method,” “share of other comprehensive income from subsidiaries and associates using equity method,” and relevant items of equity.

  • 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 Corporation 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. Foreign currencies

In preparing the financial statements of each individual Corporation 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

  • 176 -

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 financial statements, the functional currencies of the Corporation 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).

e. 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 Corporation 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.

  • f. Investments in subsidiaries

Equity method is adopted for investments in subsidiaries.

A subsidiary is an entity in which that the Company has control.

Under the equity method, the investments are initially recognized at costs, and the subsequent carrying amount upon acquisition shall increase/decrease according to the share of profit or loss from subsidiaries and other comprehensive income, and profit allocation entitled to the Company. In addition, changes in other interests in subsidiaries entitled to the Company are recognized according to the shareholding.

Changes in the Company's ownership interests in subsidiaries not resulting in the loss of control are accounted for as equity transactions. The differences between the carrying amount of investments and the fair value of the paid or received consideration are directly recognized as equity.

Where the Company's share of loss from a subsidiary equal to or exceeds the interests in the subsidiary (including the carrying amount of the subsidiary using equity method and other long-term interests substantially are a part of net investments of the Company in the subsidiary), the Company continues to recognize losses according to the shareholding.

Where the acquisition costs exceed the share of net fair value of the subsidiary's identifiable assets and liabilities entitled to the Company on the date of acquisition, such amount is recognized as goodwill. Goodwill is included in the carrying amount of such investments and shall not be amortized. The exceeding amount of the share of net fair value of the subsidiary's identifiable assets and liabilities entitled to the Company on the date of acquisition to the acquisition costs is recognized as gains of the year.

For impairment evaluation, the Company considers cash-generating units (the "CGUs") and compares its recoverable amount based on the individual financial report, as a whole. Subsequently, where the recoverable amount of the assets increases, the Company recognizes the reversal of impairment loss as

  • 177 -

gains. However, the carrying amount of the assets less the reversal of impairment loss shall not exceed the carrying amount of the asset less the amortization should have been recognized under the condition where no impairment loss is recognized.

When losing control over a subsidiary, the Company measure its remaining investments in its former subsidiary based on the fair value on the date when control is lost. The differences between the fair value of the remaining investments and any consideration from disposals, and the carrying amount of the investment on the date when control is lost are recognized in profit or loss for the year. Furthermore, the accounting for all amounts related to the subsidiary that is recognized in other comprehensive income shall be on the basis required for the Company in direct disposals of assets or liabilities.

The unrealized gain or loss from downstream transactions between the Company and its subsidiaries is written off in the individual financial report. Gain or loss from upstream and side stream transactions between the Company and its subsidiaries are recognized in the individual financial report, to the extent where the Company is not related to the interests of subsidiaries.

  • g. Investment in associates

An associate is an entity over which the Corporation has significant influence and that is neither a subsidiary nor an interest in a joint venture.

The Corporation 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 Corporation’s share of the profit or loss and other comprehensive income of the associate. The Corporation also recognizes the changes in the Corporation’s share of equity of associates.

Any excess of the cost of acquisition over the Corporation’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 Corporation’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 Corporation 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 Corporation’s proportionate interest in the associate. The Corporation 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 Corporation’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 Corporation’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 longterm interests that, in substance, form part of the Corporation’s net investment in the associate), the Corporation discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Corporation 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

  • 178 -

recognized to the extent that the recoverable amount of the investment subsequently increases.

The Corporation 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 Corporation 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 Corporation entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Corporation’s financial statements only to the extent that interests in the associate are not related to the Corporation.

  • h. 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.

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.

  • i. 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.

  • j. 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

  • 179 -

amount of the asset is recognized in profit or loss.

  • k. Impairment of property, plant and equipment, investment properties, right-of-use assets and intangible assets

At the end of each reporting period, the Corporation 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 Corporation 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.

  • l. Financial instruments

Financial assets and financial liabilities are recognized when a Corporation entity becomes a party to the contractual provisions of the instruments.

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 30.

  • 180 -

  • 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 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 Corporation 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

  • 181 -

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 Corporation’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 Corporation recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including accounts receivable), as well as contract assets.

The Corporation always recognizes lifetime expected credit losses (i.e. ECLs) on accounts receivable and contract assets. For all other financial instruments, the Corporation 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 Corporation 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.

For internal credit risk management purposes, the Corporation determines that the following situations indicate that a financial asset is in default (without taking into account any collateral held by the Corporation):

  • 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 Corporation 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 Corporation 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. 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 Corporation entity are classified as equity in accordance with the substance of the contractual arrangements and the definitions of an equity instrument.

  • 182 -

Equity instruments issued by a Corporation 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

All the financial liabilities are measured at amortized cost using the effective interest method. 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.

m. Revenue recognition

The Corporation 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 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 Corporation adequately completes all of its contractual obligations. Such retention receivables are recognized as contract assets until the Corporation 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.

n. Leases

At the inception of a contract, the Corporation assesses whether the contract is, or contains, a lease.

1) The Corporation 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 Corporation 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 Corporation as lessee

  • 183 -

The Corporation 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 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 Corporation uses the lessee’s incremental borrowing rate.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. The Corporation remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the rightof-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 balance sheets.

o. 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.

  • p. 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.

  • 184 -

Net defined benefit liability (asset) represents the actual deficit (surplus) in the Corporation’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.

  • q. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1) Current tax

The Corporation 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 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 Corporation 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 Corporation 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.

  • 185 -

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Corporation'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.

The Corporation included the economic effects caused by COVID-19 into its consideration for significant accounting estimates. The management will continue to examine the estimated and basic assumptions. 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 Corporation do not involve material accounting judgments, estimations and assumptions.

6. CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS
Cash on hand

Checking accounts and demand deposits
**December 31 **

2021
$ 282
104,587
$ 104,869
2020
$ 413

124,769
$ 125,182

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Non-derivative financial assets
Listed shares and emerging market shares
December 31
2021
2020
$ 6,866
-

Investments in equity instruments at FVTOCI - Non-current

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Investments in equity instruments at FVTOCI-Current
Domestic investments
Listed shares and emerging market shares

Investments in equity instruments at FVTOCI-Non-current
December 31 December 31
2021
$ 2,081,210
2020
$ 1,851,633
  • 186 -
Domestic investments
Listed OTC Private Equity
Unlisted shares

$ 271,050
1,438,886

$ 1,709,936
1,419,292

$ 1,419,292

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 2020. Relevant other interests – unrealized losses on financial assets at fair value through other comprehensive income of $84,238 thousand are transferred to retained earnings.

The merged company subscribed 13,000 thousand shares of Lingguang private common stock in November 2020, totaling 305,370 thousand yuan. The above-mentioned shares have not passed the lock-up period of 3 years. Because it is a strategic investment, it is designated to be measured at fair value through other comprehensive gains and losses.

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





2021
$ -

67

$ 67

$ -

4,707

$ 4,707
2020
$ -

67
$ 67
$ 10,488

4,707
$ 15,195
  • a. The ranges of interest rates for time deposits with original maturities of more than 3 months were approximately 0.815% and 0.13%-0.815% per annum as of December 31, 2021 and 2020, respectively. The information on pledged time deposits is set out in Note 32.

  • 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

2021
$ 67

4,707
2020
$ 67
15,195
  • 187 -

$ 4,774 $ 15,262

The Company 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 Company 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, 2021 and 2020, no expected credit losses have been recognized in financial assets measured at amortized cost.

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

**December 31 ** **December 31 **





2021
$ 395,276


$ 395,276

$ 1,040,873

3,290

$ 1,037,583
2020
$ 360,273

1,779
$ 362,052
$ 853,683

5,073
$ 848,610

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 Company 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 Company’s credit risk was significantly reduced.

The Company applies the simplified approach to providing for expected credit losses prescribed, which permits the use of lifetime expected loss provision for all 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 Company’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 Company’s different customer base.

The Company 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 Company continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

Notes receivable

The Company analyzed notes receivable was not past due based on past due status, and the Company did not recognize an expected credit loss for notes receivable as of December 31, 2021 and 2020.

Accounts receivable (Including related parties)

  • 188 -

The following table details the loss allowance of accounts receivables based on the Company’s provision matrix.

December 31, 2021

Less than
30 Days
31 to 60
Days
61 to 90
Days
91 to 120
Days
91 to 120
Days
121 to 150
Days
121 to 150
Days
151 to 365
Days
151 to 365
Days
Over 365
Days
Over 365
Days
Total
Expected credit loss rate 0.05% 0.14% 0.41% 1.52% 7.17% 16.16%~
23.42%
100%
Gross carrying amount
$ 824,965 $ 136,489 $ 53,953 $ 21,972 $ 1,041
$
243
$ 3,703 $1,040,873
Loss allowance (Lifetime (
202 )
(
191 )
(
221 )
( 334 ) ( 75 )
( 57 )
( 3,703 ) (
3,290)
ECL)
Amortized cost
$ 824,763 $ 136,298 $ 53,732 $ 21,638 $ 966
$
186
$ - $1,037,583
December 31, 2020
Less than
30 Days
31 to 60
Days
61 to 90
Days
91 to 120
Days
121 to 150
Days
151 to 365
Days
Over 365
Days
Total
Expected credit loss rate 0.03% 0.09% 0.29% 1.33% 6.54% 11.28%~
15.03%
100%

Gross carrying amount

$ 680,182 $ 101,273 $ 53,084 $ 9,697 $ 5,132
$
612
$ 3,703 $ 853,683
Loss allowance (Lifetime (
116 )
(
87 )
(
155 )
( 129 ) ( 336 )
( 547 )
( 3,703 ) (
5,073 )
ECL)
Amortized cost
$ 680,066 $ 101,186 $ 52,929 $ 9,568 $ 4,796
$
65
$ - $ 848,610

The movements of the loss allowance of contract asset and accounts receivable (Including related parties) were as follows:

December 31, 2021

Balance at January 1, 2021 Add: Net remeasurement of loss allowance Less: Amounts written off Balance at December 31, 2021

Contract Asset
(Including
related parties)
Accounts
Receivable
(Including
related parties)
$ 2,452
$ 5,073

(
707)

(1,247)


-
(
536)
(
$ 1,745
$ 3,290
Total
$ 7,525
(1,954)
536)
$ 5,035

December 31,2020

Balance at January 1, 2020 Add: Net remeasurement of loss allowance

Less: Amounts written off Balance at December 31, 2020

Contract Asset
(Including
related parties)
Accounts
Receivable
(Including
related parties)

$ 3,063
$ 3,926

(
611)

1,147


-
(
139)
(
$ 2,452
$ 5,073
Total
$ 6,989
536
139)
$ 7,525

12. INVENTORIES

  • 189 -
Finished goods

Work in process

Raw materials and supplies

**December 31 ** **December 31 **



2021
$ 81,421
9,872
175,158

$ 266,451
2020
$ 72,136

10,184
164,970
$ 247,290

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2021 and 2020 was $ 3,693,613 thousand and $ 3,653,929 thousand, respectively.

13. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Investments in Subsidiaries

Investments in Associates


a. Investments in Subsidiaries
Chiayi Concrete Industrial Corporation

Huanchung Cement International Corporation

Kaohsiung Harbor Transport Company
Universal Investment Corporation
Universal Concrete Industrial Corporation
Uneo Incorporated
Li Yong DevelopmentCorporation.


Proportion of Ownership and Voting Rights Percentage
Chiayi Concrete Industrial Corporation.
Huanchung Cement International Corporation.
Kaohsiung Harbor Transport Company.
Universal Investment Corporation.
Universal Concrete Industrial Corporation (note 1)
Uneo Incorporated.
Li Yong DevelopmentCorporation. (note 2)
**December 31 **


2021
2020
$ 1,219,359 $ 730,829
9,892,573

10,077,249
$ 11,111,982
$ 10,808,078
**December 31 **



2021
2020
$ 40,619 $ 40,737
112,282
105,232
97,490
98,044
768,307
315,031
137,759
106,396
43,336
45,389
19,566

20,000
$ 1,219,359
$ 730,829
**December 31 **
2021
2020
86.63%
86.63%
69.99%
69.99%
100.00%
100.00%
100.00%
100.00%
58.12%
57.19%
100.00%
100.00%
100.00%
100.00%

Note 1: Between June and August 2021 and October 2019, the Company acquired 124 thousand shares and 165 thousand shares held by the non-controlling interest of Universal Concrete Industrial Corporation, and increase in shareholding

  • b. Investments in Associates

  • 190 -

Material associate
Lioho Machine Works Ltd.

Associates that are not individually
material
Tainan Concrete Industrial Corporation



1. Material associates
Name of Associate
Lioho Machine Works Ltd.
$ 10,077,249 **December 31 ** **December 31 **
2021
2020

$ 9,810,809 $ 10,023,459


81,764

53,790

$ 9,892,573
$ 10,077,249

Proportion of Ownership and
Voting Rights
2020
$ 10,023,459
53,790

53,790

$ 10,077,249

$ 10,077,249

53,790
**December 31 **
2021
2020
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 Company for equity accounting purposes.

Equity


Operating revenue

Net profit for the year

Other comprehensive loss

Dividends received from Lioho Machine Works Ltd.
December 31 December 31

2021
2020
$ 32,856,494
$ 33,568,622
For the Year Ended December 31



2021
$ 7,518,260

$ 1,240,141

$ (154,295)

$ 537,489
2020
$ 4,505,629
$ 2,367,104
$ 378,456
$ 358,326
  1. Associates that are not individually significant

Share of the company
Net profit for the year

Other comprehensive income

Total comprehensive income
For the Year Ended December 31 For the Year Ended December 31


2021
2020
$ 2,594
$ 969
(
589)
(
464)
$ 2,005
$ 505

Profit and Loss of affiliated enterprise of equity method and other comprehensive P&L are recognized

  • 191 -

according to the financial statements of respective affiliated enterprises under the same period which is audited by CPA.

14. PROPERTY, PLANT AND EQUIPMENT

Cost

Balance at January 1, 2020

Additions

Disposals

Reclassification from investment
properties


Balance at December 31, 2020

Accumulated depreciation and
impairment
Balance at January 1, 2020

Depreciation expense

Disposals

Reclassification from investment
properties

Impairment loss

Balance at December 31, 2020

Carrying amounts at December 31,
2020

Cost
Balance at January 1, 2021

Additions

Disposals

Reclassification from investment
properties

Balance at December 31, 2021

Accumulated depreciation and
impairment
Balance at January 1, 2021

Depreciation expense

Disposals

Balance at December 31, 2021

Carrying amounts at December 31,
2021
Land
$ 4,474,972

-
-
(
$ 4,879,453

-

-
-
(
-
-

$ -

$ 4,879,453

$ 4,879,453

-
-
(
(491,945)

$ 4,387,508

$ -

-
-
(
$ -

$ 4,387,508
Buildings
$ 1,595,995

41,438

380) (
$ 1,648,906

$ 1,081,618

20,218

380) (
12,097
-

$ 1,113,553

$ 535,353

$ 1,648,906

358,602

39) (

$ 2,007,469

$ 1,113,553

22,619

12) (
$ 1,136,160

$ 871,309
Machinery
and
equipment
Transportation
equipment
$ 3,099,884
$ 393,831

65,912
19,886

3,432) (
9,058)
(
$ 3,162,364
$ 404,659

$ 2,959,217
$ 350,182

27,393
9,001

3,430) (
9,058)
(
-
-
-

-

$ 2,983,180
$ 350,125

$ 179,184
$ 54,534

$ 3,162,364
$ 404,659

64,748
104,134

6,864) (
5,812)
(
-

-

$ 3,220,248
$ 502,981

$ 2,983,180
$ 350,125

33,272
20,006

6,660) (
5,812)
(
$ 3,009,792
$ 364,379

$ 210,456
$ 138,602
Other
equipment

$ 726,263

29,589

22,278)
$ 733,574

$ 543,590

15,758

22,278)
-
7

$ 537,077

$ 196,497

$ 733,574

25,226

10,336)
-

$ 748,464

$ 537,077

19,118

10,336)
$ 545,859

$ 202,605
Construction
in progress
$ 564,611

5,299

-

$ 569,910

$ -

-

-

-
-

$ -

$ 569,910

$ 569,910

249,380

-

-

$ 819,290

$ -

-

-

$ -

$ 819,290

(


(




(
(
Total
$10,855,556
162,124

35,148)
$ 11,398,866

$ 4,934,607
72,370

35,146)
12,097
7
$ 4,983,935

$ 6,414,931

$ 11,398,866
802,090

23,051)
491,945



(


$ 11,685,960

$ 4,983,935
95,075

22,820)
$ 5,056,190

$ 6,629,770

Part of the equipment of the company's building materials business department has been idle, and the estimated future recoverable amount is less than the book amount.; therefore, the Company recognized an impairment loss of NT$103,012 thousand and included it under the item of non-operating expenses during 2020.

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 2-17 years
  • 192 -

Transportation equipment Other equipment

2-7 years 2-20 years

15. LEASE ARRANGEMENTS

  • a. Right-of-use assets
Carrying amounts
Buildings

Machinery



Additions to right-of-use assets (Note)

Depreciation charge for right-of-use assets
Buildings

Machinery

**December 31 ** **December 31 **
2021
$ 31,206

8,117

$ 39,323

For the Year Ended
2020
$ 19,658
7,349
$ 27,007
December 31



2021
$ 31,491

$ 16,033
3,088

$ 19,121
2020
$ 12,780
$ 17,236
2,958
$ 20,194

Except for depreciation expenses added and recognized above, the right-of-use asset did not encounter underlying sub-lease or loss in value.

  • b. Lease liabilities
underlying sub-lease or loss in value.
Lease liabilities

Carrying amounts
Current

Non-current
December 31

2021
$ 16,897

$ 10,315
2020
$ 16,897
$ 10,315

Ranges of discount rates for lease liabilities were as follows:

Buildings

Machinery
December 31
2021
2020

0.9%
0.9%

0.9%~1%
0.9%~1%
  • c. Other lease information

Expenses relating to short-term leases

Expenses relating to low-value assets leases

Total cash outflow for leases
For the Year Ended For the Year Ended December 31


2021
$ 3,812

$ 208

$ 23,401
2020
$ 2,268
$ 218
$ 22,923

The Company leases certain assets which qualify as short-term leases and low-value asset leases. The

  • 193 -

Company has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.

16. INVESTMENT PROPERTIES

Cost
Balance at January 1 , 2020

Disposals

Reclassification to property, plant and
equipment

Balance at December 31, 2020



Accumulated depreciation and
impairment
Balance at January 1 , 2020

Depreciation expense

Disposals

Reclassification to property, plant and
equipment


Balance at December 31, 2021


Carrying amounts at December 31, 2020
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
$ 658,128


13,708 )

404,481)

$ 239,939

$ 61,135


-

-

$ 61,135

$ 178,804

Land
$ 239,939

210
491,945

$ 732,094

$ 61,135


-
$ 61,135

$ 670,959

(
(


(
(


Buildings
$ 135,894


7,439 )
(
11,853)
(
$ 116,602

$ 114,190

647

1,362 )
(
12,097)
(
$ 101,378

$ 15,224

Buildings
$ 116,602


$ 116,602

$ 101,378

567
$ 101,945

$ 14,657
Total
$ 794,022

21,147 )
416,334)
$ 356,541
$ 175,325
647

1,362 )
12,097)
$ 162,513
$ 194,028
(Continued)
Total
$ 356,541
210
491,945
$ 848,696
$ 162,513
567
$ 163,080
$ 685,616







(Concluded)

  • 194 -

As of December 31, 2021 and 2020, the Company has not yet completed the property registration of the land amounting to $95,548 thousand and $95,338 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 61 years of useful lives.

The fair values of the investment properties of the company as at December 31, 2021 and 2020 were $1,564,230 thousand and $1,478,067 thousand respectively. The fair values were determined by the independent appraisal company on each balance sheet date in the past three years with reference to similar real estate The fair value of the transaction price is based on market evidence, or the company's management refers to the actual transaction price in nearby areas.

The maturity analysis of lease payments receivable under operating leases of investment properties at December 31, 2021 and 2020 was as follows:

Year 1
Year 2
Year 3
Year 4
Year 5
Year 5 onwards
December 31 December 31
2021
$ 13,64
5

5
10,25
4
4
8,80
1
4
6,62
8
5
6,68
9

6

16,923

4
2020
$ 14,99
7,02
50
12
3
$ 22,68

17. OTHER INTANGIBLE ASSETS

Patents Patents Licenses and
Franchises
Licenses and
Franchises
Trademarks Trademarks Computer
Software
Computer
Software
Total
Cost
Balance at January 1, 2020 $ 7,777 $ 5,000 $ 20 $ 1,839 $ 14,636
Additions
173

-

-

1,497

1,670
Balance at December 31,
2020
$ 7,950
$ 5,000
$ 20
$ 3,336
$ 16,306
Accumulated amortization
Balance at January 1, 2020 $ 3,719 $ 2,632 $ 7 $ 826 $ 7,184
Amortization expense
588

237

2

684

1,511
Balance at December 31,
2020
$ 4,307
$ 2,869
$ 9
$ 1,510
$ 8,695
Carrying amounts at
December 31, 2020
$ 3,643
$ 2,131
$ 11
$ 1,826
$ 7,611
Cost
Balance at January 1, 2021 $ 7,950 $ 5,000 $ 20 $ 1,839 $ 14,636
Additions 208 773 - 2,462 3,443
  • 195 -
Disposals ( 11) ( 11)

Balance at December 31,
2021
$ 8,158

$ 5,762
$ 20 $ 5,798

$ 19,738
Accumulated amortization
Balance at January 1, 2021 $ 4,307 $ 2,869 $ 9 $ 1,510 $ 8,695
Amortization expense
563

999

2

1,428

2,992
Balance at December 31,
2021
$ 4,870 $ 3,868 $ 11 $ 2,938 $ 11,687
Carrying amounts at
December 31, 2021
$ 3,288 $ 1,894 $ 9 $ 2,860 $ 8,051

Other intangible assets are amortized on a straight-line basis over the estimated useful lives as follows:

Patents 19 years
Licenses and franchises 10 years
Trademarks 10 years
Computer Software 3 years

18. BORROWINGS

  • a. Short-term borrowings

Unsecured borrowings Line of credit borrowings

**December 31 ** **December 31 **
2021
$ 1,780,000
2020
$ 1,285,000

The range of interest rates was 0.82% - 0.85% and 0.85% - 0.9% per annum as of December 31, 2021 and 2020.

  • b. Short-term bills payable
Commercial papers

Less: Unamortized discount on bills payable
**December 31 ** **December 31 **


8
2021
$ 1,060,000
70

6
$ 1,059,292
2020
$ 1,040,000
71
$ 1,039,284

The Company did not provide any collateral over these balance.

Outstanding short-term bills payable as follows:

Discount
Promissory Institutions Nominal Amount Amount Carrying Value Interest Rate
December 31, 2021
Taiwan Finance Co., Ltd. $ 190,000
$ 88 $ 189,912 0.848%
  • 196 -
Ta Ching Bills Finance Co., Ltd.
Taiwan Cooperative Bills Finance
Co., Ltd.
Mega Bills Finance Co., Ltd.


December 31, 2020
Taiwan Finance Co., Ltd.

Ta Ching Bills Finance Co., Ltd.
Taiwan Cooperative Bills Finance
Co., Ltd.
Mega Bills Finance Co., Ltd.

300,000
270,000

300,000

$ 1,060,000

$ 240,000

200,000
300,000

300,000

$ 1,040,000
91
370

159

$ 708

$ 158

156
197

205

$ 716
299,909
0.848%
269,630
0.848%

299,841
0.808%
$ 1,059,292
$ 239,842
0.858%
199,844
0.888%
299,803
0.858%

299,795
0.888%
$ 1,039,284

19. 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 Company 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.

20. OTHER PAYABLES AND OTHER LIABILITIES

Current
Other payable
Payable for salaries or bonus

Payable for freight

Payable for remuneration to directors

Payable for remuneration to employees

Payable for promotion service fee

Payable for equipment

Payable for taxes

Payable for annual leave

Payable for utility bills

Others




Other liabilities
Temporary receipts

Others

**December 31 ** **December 31 **















2021
$ 89,241
39,561
25,157
20,860
20,860
13,912
10,375
7,609
5,495
25,757

$ 258,827

$ 18,490
100

$ 18,590
2020
$ 84,809

30,878

22,946

22,946

24,697

21,021

16,780

7,609

5,786
30,737
$ 268,209
$ 18,586
96
$ 18,682

21. RETIREMENT BENEFIT PLANS

  • a. Defined contribution plans

The Company adopted a pension plan under the Labor Pension Act (the LPA), which is a state-managed defined contribution plan. Under the LPA, the Company makes monthly contributions to employees’

  • 197 -

individual pension accounts at 6% of monthly salaries and wages.

b. Defined benefit plans

The defined benefit plan adopted by the Company 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 Company 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 Company 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 Company 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 Company has no right to influence the investment policy and strategy.

The amounts included in the balance sheets in respect of the Company’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

(
))
2021
$ 223,889

186,555

(
))
$ 37,334
2020
$ 249,305

183,146

$ 66,159

Movements in net defined benefit liability were as follows:

Present Value
of the Defined
Benefit
Obligation
Fair Value of
the Plan Assets



Balance at January 1, 2020
$ 246,885
($ 163,162)

Current service cost

4,083
-
Net interest expense (income)

1,975
(
1,330)

Recognized in profit or loss
$ 6,058
($ 1,330)

Return on plan assets (excluding
amounts included in net interest)
-
(
5,695 )
(
Actuarial loss - changes in
demographic assumptions
3,927
-
Actuarial loss - changes in financial
assumptions
19,634
-
Actuarial gain - experience
adjustments
(
10,154)

-
(
Recognized in other comprehensive
income

13,407
(
5,695)

Contributions from the employer

-
(
30,004 )
(
Benefits paid
(
17,045)

17,045

Balance at December 31, 2020

249,305
(
183,146)
Net Defined
Benefit
Liability
$ 83,723
4,083
645
$ 4,728

5,695 )
3,927
19,634
10,154)
7,712

30,004 )
-
66,159
  • 198 -
Current service cost

Net interest expense (income)

Recognized in profit or loss

Return on plan assets (excluding
amounts included in net interest)
Actuarial loss - changes in
demographic assumptions
Actuarial loss - changes in financial
assumptions
(
Actuarial gain - experience
adjustments
(
Recognized in other comprehensive
income

Contributions from the employer

Benefits paid
(
Balance at December 31, 2021

3,590
873
(
$ 4,463
(
-
(
11,422

15,462 )

3,379)

(7,419)
(

-
(

22,460)


$ 223,889
(
-
652)

$ 652)


2,629 )
(
-
-
(
-
(
2,629)


22,588)
(
22,460


$ 186,555)
3,590
221
$ 3,811

2,629 )
11,422

15,462 )
3,379)
(10,048)

22,588 )
-
$ 37,334

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 For the Year Ended December 31




7
2021
$ 2,281
612
791
12

7
$ 3,811
2020
$ 2,822

757

992
15
$ 4,728

Through the defined benefit plans under the Labor Standards Law, the Company 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 **December 31 **
2021
2020
0.75%
0.35%
  • 199 -

4% 4%

Expected rate of salary increase

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 December 31
2021
($ 9,546
)
(
$ 10,172

$ 9,575

($ 9,090
)
(
2020
$ 10,745)
$ 11,482
$ 10,761
$ 10,191)

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 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 **
2021
$ 6,000

8 years
2020
$ 6,000
8years

22. EQUITY

  • a. Share capital
Number of shares authorized (thousands)

Shares authorized

Number of shares issued and fully paid (in thousands)

Shares issued
**December 31 ** **December 31 **



2021

653,609

$ 6,536,092


653,609

$ 6,536,092
2020
653,609
$ 6,536,092
653,609
$ 6,536,092

b. Capital surplus

**December ** **31 **
2021 2020

May be used to offset a deficit, distributed as cash

  • 200 -
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 capital surplus of associates

Overdue dividends not collected by shareholders


0
$ 21,606
945
21,920
22,479

$ 66,95

2
$ 21,606

418

21,315
22,483
$ 65,82

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 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 24-g.

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.

Items referred to under Rule No. 1010012865, Rule No. 1010047490 and Rule No. 1030006415 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Company.

The appropriations of 2020 and 2019 earnings have been approved in the shareholders’ meetings on June 28, 2021 and June 15, 2020, respectively. The appropriations and dividends per share were as follows:

Legal reserve
Cash dividends
Cash dividends per share (NT$)
2020
$ 115,575
$ 718,970
$ 1.1
2019




$ 113,548
$ 653,609
$ 1

The appropriation of earnings for 2021 had been proposed by the Company’s board of directors on March 28, 2022. The appropriation and dividends per share were as follows:

  • 201 -
Appropriation Appropriation Dividends Per
of Earnings Share (NT$)
Legal reserve $
108,808
Cash dividends 653,609 $ 1

The appropriation of earnings for 2021 will subject to the resolution of the shareholders’ meeting.

  • d. Special reserves
Special reserves
First-time adoption IFRSs
**December 31 **
2021
$ 3,185,793
2020
$ 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.

  • 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
**For the year Ended ** **For the year Ended ** **December 31 **


2021
$ (892,298)

(53,545)

$ (945,843)
2020
$ (1,006,436)

114,138
$ (892,298)
  • 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
The cumulative profit or loss arising from the
disposals of equity instruments is transferred to
retained earnings.
Balance at December 31
**For the year Ended ** **For the year Ended ** **December 31 **



2021
$ 1,396,993
199,183

42,696

241,879


$ 1,638,872
2020
$ 1,342,691

(28,404)

(1,532)

(29,936)

84,238
$ 1,396,993
  • 3) Remeasurement of defined benefit plans
For the Year Ended December 31
2021
2020
  • 202 -
Balance at January 1 $ 51,052 $ 56,069
Changes in tax rate
Remeasurement of defined benefit plans 10,048 (7,712)
Remeasurement on defined benefit plans related
income tax 335 1,542
Share of remeasurement of defined benefit plans of
associates accounted for using the equity method
8,285 1,186
Balance at December 31 $ 69,720 $ 51,052
4) Other equity items
For the Year Ended December 31
2021 2020
Balance at January 1 ( $
17,217 )
$ -
Share of associates accounted - ( 17,217 )
for using the equity method
(Note)
Balance at December 31 ($
17,217)
($ 17,217 )

Note: Refer to the forward contract initially recognized for acquiring the equity instruments of

subsidiaries.

23. REVENUE

Revenue from contracts with customers
Revenue from sale of goods
a. Disaggregation of revenue
Concrete
Cement
Gypsum Board panels
Other
b. Contract balances
Accounts receivables (Including
related parties)

Contract assets - current
Sale of goods

Less: Allowance for impairment
For the Year Ended December 31
2021
2020
$ 4,829,439
$ 4,495,516
For the Year Ended December 31
2021
2020
$ 3,338,771 $ 3,057,455

677,812
685,331

787,072
742,434

22,784

10,296
$ 4,826,439
$ 4,495,516
December 31
January 1
2021
2020
2020
$1,432,859
$1,210,662
$1,101,316
$ 3,181
$ 6,973
$ 4,381
636

1,395

876
For the Year Ended For the Year Ended For the Year Ended December 31
2021
$ 4,829,439

For the Year Ended
2020
$ 4,495,516
December 31








2020
$ 3,057,455

685,331

742,434
10,296
$ 4,495,516
January 1


2021
$1,432,859

$ 3,181

636


2020
$1,101,316
$ 4,381
876
  • 203 -
loss

Contract assets from related parties
Sale of goods
Less: Allowance for impairment
loss



Contract liabilities - current
Sale of goods
2,545

5,546
1,109

4,437

$ 6,982

$ 1,224
5,578

5,285
1,057

4,228

$ 9,806

$ 565
3,505
10,933
2,187
8,746
$ 12,251
$ 4,976

In accordance with the terms of the contract, the customers retain a portion of contract price and the Company recognized the amount as contract assets before completing the contractual obligations. The Company considers the historical expected loss rates and the state of the industry in estimating expected loss.

Expected credit loss rate
Gross carrying amount of retention receivable
Allowance for impairment loss (Lifetime ECLs)
December 31 December 31

7
(
))

2
2021
20%
$ 8,72

8

1,745

(
2)
$ 6,98

6
2020
20%
$ 12,25

2,45



$ 9,80

24. PROFIT BEFORE INCOME TAX

  • a. Interest income

Bank deposits

Related parties loans

For the Year Ended For the Year Ended December 31


2021
$ 63
78

$ 141
2020
$ 182
91
$ 273
  • b. Other income

Dividend income

Rental income - investment properties (note 15)
Remuneration of directors
Others

For the Year Ended For the Year Ended December 31


2021
$ 142,112
16,566
9,027
10,088

$ 177,733
2020
$ 137,256

16,568

9,479
15,588

$ 178,891
  • c. Other gains and losses

For the Year Ended December 31

  • 204 -
2021 2020
Net foreign exchange gains and losses ( $ 488 ) ( $ 142 )
Gain (loss) on disposal of property, plant and equipment ( 17 ) 328
Disposal of investment property interests 8,579
Disposal of benefits of intangible assets 2,989
interest in financial assets
Mandatory financial assets at fair value through profit or
loss 491
Asset impairment loss
( 6,286
development and design expenditure ) )) ( 103,012)
( 6,233 ( 4,680
Others ))) )))
($ 9,544 ($ 98,927
)) ))
  • d. Interest expense

Interest on loans

Interest on lease liabilities

For the Year Ended For the Year Ended December 31


2021
$ 20,690
249

$ 20,939
2020
$ 22,748
296
$ 23,044

e. 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








2021
$ 95,075
19,121
567
2,992

$ 117,755

$ 92,869
21,327
567

$ 114,763

$ 204
2,788
$ 2,992
2020
$ 72,370

20,194

647
1,511
$ 94,722
$ 72,112

20,452
647
$ 93,211
1,511
$ 1,511

f. Employee benefits expense

  • 205 -

Short-term benefits
Salaries

Labor and health insurance
Others


Post-employment benefits
Defined contribution plans
Defined benefit plans (Note 20)


For the Year Ended For the Year Ended December 31





2021
$ 371,346
35,254
38,552

445,152

14,269
3,811

18,080

$ 463,232
2020
$ 357,150

32,471
41,856

431,477


12,762
4,728

17,490

$ 448,967

(Continued)


An analysis of employee benefits expense - by function
Operating costs

Operating expenses

For the Year Ended For the Year Ended December 31



2021
$ 293,478
169,754

$ 463,232
2020
$ 281,652
167,315

$ 448,967

(Concluded)

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, 2021 and 2020 have been approved on March 23, 2022 and March 23, 2021, respectively as follows:

Accrual rate


Employees’ compensation
Remuneration of directors
Amount

Employees’ compensation

Remuneration of directors
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2021
2020
1.68%
1.73%
1.68%
1.73%
For the Year Ended December 31

2021
$ 20,860

$ 20,860
2020
$ 22,946
$ 22,946

If there is a change in the amounts after the annual 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 financial statements for the year ended December 31, 2020 and 2019.

  • 206 -

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.

25. 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 December 31
2021
2020
$ 120,704 $ 46,326

7,953
16,152
(
4,200
))
(
23,602
))

124,457

38,876

6,673
(
4,739
) ))
(
18,107
)))

- ))
(
11,434
)))
(
4,739
)))
$ 113,02
3
$ 34,13
7
2020
$ 46,326

16,152

23,602



38,876

A reconciliation of accounting profit and income tax expenses is as follows:


Profit before tax

Income tax expense calculated at the statutory rate

Nondeductible expenses in determining taxable income
Realized investment loss
Tax-exempt income

Temporary difference
Land value increment tax
Income tax on unappropriated earnings
Adjustments for prior years’ tax

**For the Year Ended ** **For the Year Ended ** **December 31 **



(
(
(
2021
$ 1,201,101

$ 240,220
84,628 )
(
3
- (

28,704) (
489
-
7,953

22,307)
(
$ 113,023
2020
$ 1,281,389

$ 256,278
150,86
)

47,628)
28,409)
12,002

207

16,152

23,602)
$ 34,137

b. Income tax recognized in other comprehensive income

**For the Year Ended December 31 **
2021
2020

Deferred tax

  • 207 -

$ 335 $ 1,542

In respect of the current year

Remeasurement of defined benefit plans

c. Current tax liabilities


Income tax payable
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2021
$ 107,052
2020
$ 46,077
  • d. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

For the year ended December 31, 2021

Opening
Balance
Deferred Tax Assets
Temporary differences
Payment received in advance
$ 400
Unrealized foreign exchange
loss
4


Unrealized payable promotion
expenses
4,940
Defined benefit obligation

-

$ 5,344

Deferred Tax Liabilities
Temporary differences
Land value increment tax
$ 1,082,113
Defined benefit obligation

7,219
Cash surrender value of life
insurance

76

$ 1,089,408

For the year ended December 31, 2020
Opening
Balance
Deferred Tax Assets
Payment received in advance
Unrealized foreign exchange
loss
$ 544
Unrealized for promotion
service
61
Payment received in advance

-
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
Closing Balance
( $ 223) $ - $ 177
94
-
98
(
2,864)
-
2,076

14,351

-

14,351
$ 11,358
$ -
$ 16,702
$ - $ - $ 1,082,113
- (
335)
6,884
(
76)

-

-
($ 76)
($ 335)
$ 1,088,997
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
Closing Balance
( $ 144) $ - $ 400
(
57)
-
4

4,940

-

4,940
  • 208 -

Deferred Tax Liabilities
Temporary differences
Land value increment tax

Defined benefit obligation

Cash surrender value of life
insurance

$ 605

$ 1,082,113
8,761
76

$ 1,090,950
$ 4,739

$ -
- (
-

$ -
(
$ -

$ -

1,542)
-

$ 1,542)
$ 5,344
$ 1,082,113
7,219
76
$ 1,089,408
  • e. Deductible temporary differences, unused loss carryforwards and unused investment credits for which no deferred tax assets have been recognized in the balance sheets.
Deductible temporary differences
Allowance for impaired inventories

Net defined benefit obligation
Impairment losses on assets

**December 31 ** **December 31 **


2021
$ 34,027
-

281,199

$ 315,226
2020
$ 125,979

17,115

188,495
$ 331,589
  • g. Income tax examinations

The tax returns of the Corporation through 2019 have been assessed by the tax authorities.

26. 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

Net Profit for the Year

Profit for the year
For the Year Ended December 31
2021
$ 1,088,078
2020
$ 1,247,252

Weighted average number of ordinary shares outstanding (in thousand shares):

  • 209 -

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 December 31 For the Year Ended December 31 For the Year Ended December 31


2021
$ 653,609

1,197

$ 654,806
2020
$ 653,609

1,311
$ 654,920

Since the Company offered to settle compensation paid to employees in cash or shares, the Company 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.

27. EQUITY TRANSACTIONS WITH NON-CONTROLLING INTERESTS

I From June to August 2021 and in June 2021, the Group acquired shares held by the non-controlling interest of Universal Concrete, and its shareholding increased from 58.06% to 58.99% and 56.81% to 58.06% respectively.

The above transactions were accounted for as equity transactions since the Group did not cease to have control over these subsidiaries, refer to note 28.

28. CASH FLOWS INFORMATION

Cash used in obtaining property, plant and equipment by the Company during 2021 and 2020 was as below:


Increase in property, plant and equipment

Payables on equipment
Prepaid on equipment

Total cash paid
**For the Year Ended December 31 ** **For the Year Ended December 31 **


2021
2020
$ 802,090 $ 162,124
7,109 (
20,969)
(
617,665)

11,161
$ 191,534
$ 152,316

29. CAPITAL MANAGEMENT

The Company requires significant amounts of capital to build and expand its production facilities and equipment. The Company 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.

30. FINANCIAL INSTRUMENTS

a. Fair value of financial instruments that are not measured at fair value

  • 210 -

The Company 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 financial statements approximate their fair value.

  • b. Fair value of financial instruments that are measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2021
Financial assets at FVTPL
Listed shares

Financial assets at
FVTOCI
Investments in equity
instruments at
FVTOCI
Listed shares

Unlisted shares


December 31, 2020
Financial assets at
FVTOCI
Investments in equity
instruments at FVTOCI
Listed shares

Unlisted shares

Level 1
$ 6,866

$ 1,851,633

-

$ 1,851,633

Level 1
$ 1,851,633

-

$ 1,851,633
Level 2
$ -

$ -

-

$ -

Level 2
$ -

-

$ -
Level 3
$ -

$ -

1,419,292

$ 1,419,292

Level 3
$ -

1,419,292

$ 1,419,292
Total
$ 6,866

$ 1,851,633

1,419,292
$ 3,270,925
Total
$ 1,851,633

1,419,292
$ 3,270,925

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

Financial assets at fair value through other comprehensive income.


Balance at January 1
**For the Year Ended December 31 **
2021
2020
$ 1,419,292 $ 1,349,156
  • 211 -

Recognized in other comprehensive income (unrealized valuation gain or loss on financial assets at fair value through other comprehensive income) 19,594 91,175 Share capital returned for liquidation - ( 21,039) Balance at December 31 $ 1,438,886 $ 1,419,292

  • 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-yearlock-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 BlackScholes 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 price of comparable company, and the value of the securities is estimated by comparing, analyzing and adjusting.

  • c. Categories of financial instruments

Financial assets
Measured at fair value through profit or loss –
mandatory measured at fair value through profit or
loss

Financial assets at amortized cost (1)
Financial assets at FVTOCI
Equity instruments
Financial liabilities
Financial liabilities at amortized cost (2)
**December 31 **
2021
2020
$ 6,866 $ -
1,648,867
1,351,698
3,791,146
3,270,925
3,728,810
3,124,797
  • 1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, contract assets (including related parties), notes and accounts receivable (including related parties), other receivables, and financial assets at amortized cost (current and non-current).

  • 212 -

  • 2) The balances included financial liabilities measured at amortized cost, which comprise short-term borrowings, short-term bills payable, notes and accounts payable (including related parties), other payables and deposits received.

  • d. Financial Risk Management Objectives and Policies

The Company’s major financial instruments include accounts receivable, accounts payables and shortterm loans. The Company’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 Company 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 Company’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 Company 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 Company’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 **
2021
2020
$ 4,774 $ 15,262
1,098,809
1,066,496
92,773
97,619
1,780,000
1,285,000

b) Other price risk

The Company was exposed to equity price risk through its investments in listed equity securities and mutual funds. The Company manages this exposure by maintaining a portfolio of investments with different risks. The Company’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 Company will evaluate the price by the closing price of the equity 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 $ 2,081,210 thousand and $ 1,851,633 thousand, had been 1%

  • 213 -

higher/lower, the pre-tax other comprehensive income for the year ended December 31, 2021 and 2020 would have increased/decreased by $ 20,812 thousand and $ 18,516 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 Company 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 Company.

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. As at the end of the reporting period, the Company’s maximum exposure to credit risk, which would cause a financial loss to the Company due to the failure of counterparties to discharge an obligation and financial guarantees provided by the Company, could arise from:

  • a) The carrying amount of the respective recognized financial assets as stated in the balance sheets; and

In addition to the following paragraph, the main customers of its credit are good, and the Company will regularly annually review the customer’s credit status, appropriately adjust the of credit line, and will require customers to provide the necessary guarantees or trade by cash in special situation. The sales department through an external peer visits to understand customer’s credit status. The customers mentioned above, was no significant credit risk exposure.

Part of the concrete customers of the Company is 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 Company 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 10.

The Company has no significant concentration of credit risk.

As of 31 December 2021 and 2020, the maximum exposure of the Company for engaging in endorsement/guarantee was NT$100,000 thousand and NT$282,000 thousand, respectively.

3) Liquidity risk

The Company manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Company’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 Company’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 Company 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 nonderivative financial liabilities were based on the agreed repayment dates.

To the extent that interest flows are at floating rates, the undiscounted amount was derived from

  • 214 -

the interest rate curve at the end of the reporting period. December 31, 2021

On Demand
or Less than
3 Month
Non-derivative financial liabilities
Non-interest bearing
$ 880,691
Lease liabilities
3,884
Variable interest rate liabilities
1,781,972
Fixed interest rate liabilities
1,060,000
Guaranteed liabilities

100,000

$3,826,547

December 31, 2020
On Demand
or Less than
3 Month
Non-derivative financial liabilities
Non-interest bearing
$ 792,081
Lease liabilities
5,195
Variable interest rate liabilities
986,601
Fixed interest rate liabilities
1,040,000
Guaranteed liabilities

282,000

$3,105,877
3 Months
to 1 Year
1
$ -

9,849

-

-

-

$ 9,849

3 Months
to 1 Year
1
$ -
11,858
300,503

-

-

$ 312,361
Year to 5 Year
$ 8,827

26,455

-

-

-
$ 35,282
Year to 5 Year
$ 8,432

10,401

-

-

-
$ 18,833

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 Company that loan is a resource of liquidity. As of December 31, 2021 and 2020, the Company has loan commitments $ 1,779,559 thousand, and $ 1,718,439 thousand, respectively.

31. TRANSACTIONS WITH RELATED PARTIES

Besides information disclosed elsewhere in the other notes, details of transactions between the Company and other related parties are disclosed below.

a. Name and relationship of related party

Related Party Name

Relationships of the Company

CHC Resources Corp. The key management of the Company serves as a member of its board directors

  • 215 -

Universal Construction Corp. The key management of the Company serves as a member of its board directors Sheng yuan Investment Corp. The key management of the Company Pan Asia Corporation Other related parties Tainan Concrete Industrial Corp. Associates Chiayi Concrete Industrial Corp subsidiary corporation Universal Concrete Industrial Corp subsidiary corporation Kaohsiung Harbor Transport Company. subsidiary corporation Uneo Incorporated subsidiary corporation Universal Investment Corp subsidiary corporation

  • b. Sales of goods
Account Items
Sales revenue



Related Parties Category

The key management of the
Company serves as a
member its board of
directors

Other related parties
Subsidiaries


For the Year Ended December 31
2021
2020

$ 62,364 $ 65,595
52,864
84,737

22,784

10,296
$ 138,012
$ 160,628
For the Year Ended December 31
2021
2020

$ 62,364 $ 65,595
52,864
84,737

22,784

10,296
$ 138,012
$ 160,628
For the Year Ended December 31
2021
2020

$ 62,364 $ 65,595
52,864
84,737

22,784

10,296
$ 138,012
$ 160,628






$ 65,595

84,737
10,296
$ 160,628

The prices and terms to related parties were not significantly different from transaction with third parties. The credit terms were 1 to 3 months.

  • c. Purchase of goods
Related Parties Category
The Company is the key management of the company
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2021
$ 217,957
2020
$ 221,766

The purchased of goods is mainly gravel. The prices and terms to related parties were not significantly different from transaction with third parties. The credit terms were 30 to 65 days.

  • d. Contract assets
Related Party Category / Name

The key management of the Company serves as a
member its board of directors

Pan Asia Corp.

Less: Allowance for impairment loss
**December 31 ** **December 31 **



2021
$ 5,546

1,109
2020
$ 5,285

1,057
  • 216 -

$ 4,437 $

4,228

e. Receivables from related parties (Excluding contract assets)

Account Items
Accounts receivable from
related parties



Related Parties Category /
Name
December 31
2021
2020
$ 26,432 $ 45,681
5,309
5,172
5,013
1,458

12

3
$ 36,742
$ 52,308
December 31
2021
2020
$ 26,432 $ 45,681
5,309
5,172
5,013
1,458

12

3
$ 36,742
$ 52,308
December 31
2021
2020
$ 26,432 $ 45,681
5,309
5,172
5,013
1,458

12

3
$ 36,742
$ 52,308
Related parties

The key management of
the
Company serves as a
member
its board of directors
Subsidiaries

Less: Allowance for
impairment loss








$ 45,681

5,172

1,458

3
$ 52,308

The outstanding receivables from related parties are unsecured.

f. Payables to related parties

Account Items
Related Parties Category
Notes payable - related
parties
The key management of the
Company serves as a
member of its board of
directors

Subsidiaries


Accounts payable -related
parties
Subsidiaries
**December 31 ** **December 31 **



2021
$ 26,611
13,918

$ 40,529

$ 19,203
2020
$ 39,455
13,207
$ 52,662
$ 16,041

The outstanding payables from related parties are unsecured and would be paid in cash.

  • g. Lease arrangements - Company is lessee

The lease of the concrete plant leased by the Company from Associates expires in August 2021 and is renewed until August 2026. The concrete plant is for business use.

For the Year Ended December 31

Related Parties Category Acquisitions of Right - of - use assets Associates Tainan Concrete Industrial Corp.

2021
$ 25,785
2020
$ -
  • 217 -
Line Item
Related Party Category
Lease liabilities
Associates- Tainan
Concrete Industrial
Corp.
Subsidiaries


Line Item
Related Party Category
Interest expense
Associates- Tainan
Concrete Industrial
Corp.

Subsidiaries


**December 31 ** **December 31 ** **December 31 **
2021
2020
$ 25,785
$ 3,341
717
1,165
$ 26,502
$ 4,596
For the Year Ended December 31




2021
$ 88
8

$ 96
2020
$ 52

5
$ 57

The Company leased offices from related parties under lease contracts with normal terms and rentals payable monthly at market rates.

  • h. Lease arrangements - Company is lessor

The Company leased its office building, plant, machinery and equipment 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:

Category of the related
The Company holding the position as chief management
of another company
Another company holding the position as chief
management of the Company
Subsidiary corporation



Total lease revenue is summarized as follows:


Related Party Category / Name

The Company holding the position as chief management
of another company
Another company holding the position as chief
management of the Company
Subsidiary corporation

December 31 December 31
2021
2020
$ 3,207
$ 8,705
23
46

144

540
$ 3,374
$ 9,291



**For the Year Ended December 31 **


2021
$ 5,498
23

396

$ 5,917
2020
$ 5,498

23

396
$ 5,917
  • 218 -

  • i. Loan to related parties

Line Item
Other receivables

Universal Concrete Industrial Corp

Universal Investment Corp



Line Item

Interest income
Uneo Inc.
Universal Concrete Industrial Corp
**December 31 ** **December 31 **
2021
2020

$ 20,000
$ -
$ 85,000
$ -


**For the Year Ended December 31 **

2021
$ -

$ 78
2020
$ 91
$ -

The Company provided an insecure short-term loan to its subsidiary; interests accrued at 1%

and 1.1% based on the actual utilization amount during 2021 and 2020, and the settlement shall

be made in a lump-sum upon expiry.

The loan to the subsidiary Universal Concrete is secured by collateral land, and to the subsidiary Uneo Inc. is an unsecured loan.

  • j. Endorsement/guarantee

Endorsement/guarantee to others

The endorsement/guarantee amount provided by the Company for bank facilities of associates is as follows:

Category/name of associates
Subsidiary
Universal Concrete Industrial Corp

Universal Investment Corp

Uneo Incorporated

**December 31 ** **December 31 **



$
2021
$ 120,000
400,000

50,000

570,000
2020
$ 120,000

250,000

50,000
$ 420,000

Endorsement/guarantee acquired

The endorsement/guarantee amount provided by subsidiaries for the Company to undertake constructions according to contractual requirements is as follows:

Category/name of associates
Subsidiary
Kaohsiung Wharf Transportation

Universal Investment

**December 31 ** **December 31 **


2021
$ 319,928


279,816

$ 599,744
2020
$ 273,468

107,784
$ 381,252
  • 219 -

k. Other transactions with related parties

1) Freight expense

1) Freight expense
Line item

Cost of sales -freight
expenses


Cost of marketing - freight
expenses

Category/name of associates
Subsidiary
Kaohsiung Wharf
Transportation

Subsidiaries
For the Year Ended December 31
2021
2020
$ 217,512
$ 207,687
$ 14,360
$ 12,038


$ 207,687
$ 12,038

Regarding the freight transactions between the Company and its related parties, the prices are established according to the prices agreed by both parties, equivalent to that of the general suppliers.

The Company’s payment term for freight to related parties is approximately 45 to 60 days, equivalent to that of the general suppliers.

2) Management service income

Category/name of associates

Subsidiary
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2021
$ 15,042
2020
$ 13,035

The Company receives management service income from subsidiaries for employee dispatch and transfer, which is accounted for as a deduction item of salary expenses.

  • l. 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


2021
$ 33,975

316

$ 34,291
2020
$ 32,698

362
$ 33,060

The remuneration of directors and key executives was determined by the remuneration committee according to the performance of individuals and market trends.

  • 220 -

32. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets were provided as collateral for engineering performance bond.

Pledge deposits
Current

Non-current

**December 31 ** **December 31 **


2021
$ 67
4,707

$ 4,774
2020
$ 67
10,488
$ 10,555

33. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Company as of December 31, 2021 and 2020 were as follows:

  • a. Unrecognized commitments are as follows:
Unrecognized commitments are as follows:
Acquisition of property, plant and equipment
**December 31 **
2021
$ 82,593
2020
$ 104,499
  • b. As of December 31, 2021 and 2020, the promissory notes were $ 104,183 thousand and $ 96,499 thousand, respectively. These notes were provided as engineering performance bond, which could be refunded when the guarantee is terminated.

  • c. As of December 31, 2021 and 2020, unused letters of credit for purchase of raw materials amounting to $26,756 thousand and $ 6,561 thousand.

  • d. The Company entered into a contract with Chi-ying Inc. on the manufacturing and installation equipment and request a plan of change in accordance with the contract. Chi-ying Inc. contended that it has complete the manufacturing of the product and demand the payment of NTD 5.967Million, VAT included, and subsequently reduce to NTD 5.12 Million. Chi-Ying has brought a suit against the Company under the review of Chiao-Tou District Court. It is the assessment of the Company that the result of the legal proceeding is yet to be estimated, therefore no contingent liability is appropriated.

  • e. The Company has outsourced its transportation of ready-mixed concrete to Lian-Chin Enterprise Inc. in 2020. The driver was sued for wrongful death due to malpractice. The family of the victim brought a claim against the driver and held the Company jointly liable for the loss of 5.681 million. The case is now under trial at Feng-Shan Summary Court of Kaohsiung District Court. It is the assessment of the Company that the possible outcome of the legal proceeding is yet to be estimated, therefore no contingent liability is appropriated.

34. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Corporation 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, 2021

  • 221 -

Foreign Carrying Currencies Amount (In Thousand) Exchange Rate (In Thousand)

Financial assets

  • Monetary items USD RMB EUR

$ 285 27.68 $ 7,871 902 4.344 3,918 136 31.32 4,244

December 31, 2020

Foreign Carrying Currencies Amount (In Thousand) Exchange Rate (In Thousand)

Financial assets

  • Monetary items USD RMB

  • $ 57 28.48 $ 1,628 1,147 4.377 5,019

The significant realized and unrealized foreign exchange gains (losses) were as follows:

Functional
Currencies
USD

RMB

JPY

HKD

EUR

For the Year Ended December 31, 2021
Exchange Rate
Net Foreign
Exchange Loss
27.68(USDNTD)
( $ 39 )

4.344(RMBNTD)
(
53 )

0.2405(JPYNTD)
(
181 )

3.549(HKDNTD)
(
4 )

31.32(EURNTD)
(
211)


($ 488)
For the Year Ended December 31, 2020
Exchange Rate
Net Foreign
Exchange Gain
29.549(USDNTD)
( $ 89 )
4.282(RMBNTD)
43
0.2769(JPYNTD)
19
3.809(HKDNTD)
(
7 )
33.71(EURNTD)
(
108)
($ 142)

35. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions and investees:

  • 1) Financing provided to others. (Table 1)

  • 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. (N/A)

  • 5) Acquisition of individual real estate at cost of at least NT$ 300 million or 20% of the paid-in capital. (N/A)

  • 222 -

  • 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 4)

  • 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)

  • b. Related information on investees. (Table 5)

  • 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 6)

  • 223 -

TABLE 1

UNIVERSAL CEMENT CORPORATION

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
The Company
The Company
The Company
Uneo Incorporated
Universal Investment
Corporation
Universal Concrete
Industrial Corporation
Other receivables
Other receivables
Other receivables
Yes
Yes
Yes
$ 100,000
800,000
300,000
$ 100,000
800,000
300,000
$ -
85,000
20,000
1
1
1
For short-term
financing
For short-term
financing
For short-term
financing
$ -
-
-
Operating capital
Operating capital
Operating capital
$ -

-

-
None
None
Land
$ -

-
185,609
$ 7,693,386

7,693,386

7,693,386
$ 7,693,386
7,693,386
7,693,386

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.

  • 224 -

TABLE 2

UNIVERSAL CEMENT CORPORATION

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2021

(Amounts In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

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
Uneo Incorporated
Universal Investment Corporation
Universal Concrete Industrial
Corporation
Universal Concrete Industrial
Corporation
The Company
Universal Concrete Industrial
Corporation
The Company
(1)
(1)
(1)
(3)
(2)
(3)
(2)
$ 60,000
750,000
132,329
487,450
487,450
3,841,535
3,841,535
$ 50,000
400,000
120,000
166,541
409,929
9,949
279,816
$ 50,000
400,000
120,000
162,241
319,928
-
279,816
$ -
100,000
-
-
-
-
-
$ -
-
-
-
-
-
-
-
2
1
166
328
-
36
$ 19,233,465
19,233,465
19,233,465
974,900
974,900
7,683,070
7,683,070
Y
Y
Y
N
N
N
N
N
N
N
N
Y
N
Y
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.

  • 225 -

TABLE 3

UNIVERSAL CEMENT CORPORATION

MARKETABLE SECURITIES HELD DECEMBER 31, 2021

(Amounts In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

Holding Company Name Type and Name of Marketable Securities Relationship with the Holding
Company
Financial Statement
Account
December 31, 2021 December 31, 2021 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.
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.
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
13,000,000
273,000
43,999,488
24,864,000
1,400,000
3,303,325
1,286,063
171,133
600,000
24,000
34,928,900
55
2,300,000
602,000
9,000,000
3,102,803
7,540
$ 544,334
738,069
26,938
771,869
271,050
6,866
764,711
513,193
11,413
139,219
10,350
-
-
471
468,048
1
72,795
10,234
187,650
37,823
540
2.50
0.15
0.08
6.85
8.72
0.21
8.14
16.44
1.16
1.05
0.46
0.16
30.00
-
2.15
-
0.11
0.53
6.04
2.71
1.98
$ 544,334
738,069
26,938
771,869
271,050
6,866
764,711
513,193
11,413
139,219
10,350
-
-
471
468,048
1
72,795
10,234
187,650
37,823
540
  • 226 -

TABLE 3

UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2021

(Amounts In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

Holding Company Name Type and Name of Marketable Securities Relationship with the Holding
Company
Financial Statement
Account
December 31, 2021 December 31, 2021 Note
Shares/ Units Carrying Value Percentage of
Ownership (%)
Fair Value
Or Net Equity
Da Jen Venture Capital Co., Ltd.
DarChan Venture Capital Co., Ltd.
Limited partnership
Taiwania Capital Buffalo Fund V, LP.
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
1,683,000
4,000,000
-
27,186
35,939
22,022
8.06
3.64
3.23
27,186
35,939
22,022
  • 227 -

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, 2021

(Amounts In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Type and Name of
Marketable Securities
Financial Statement
Account
Counterparty Relationship Beginning Balance Beginning Balance **Acquisition ** **Acquisition ** **Disposal ** **Disposal ** Ending Balance Ending Balance
Number of
Shares
Amount Number of
Shares
Amount Number of
Shares
Amount Carrying
Amount
Gain (Loss) on
Disposal
Number of Shares Amount
The Company
Universal Investment
Corporation
Listed shares
Creative Sensor
Inc.
Privately offered shares
Creative Sensor
Inc.
Listed shares
Creative Sensor
Inc.
Privately offered shares
Creative Sensor
Inc.
Financial assets at FVTPL -
current
Financial assets at FVTOCI -
non-current
Financial assets at FVTPL -
current
Financial assets at FVTOCI -
non-current
-
-
-
-
-
-
-
-
-
-
-
-
$ -
-
-
-

2,067,000

13,000,000

230,000

9,000,000
$ 59,033

305,370

6,599

211,410

1,794,000

-

230,000

-
$ 52,658
-
6,949
-
$ 51,248

-

6,599

-
$ 1,410

-

350

-

273,000

13,000,000

-

9,000,000
$ 6,866

271,050

-

187,650
  • 228 -

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, 2021

(Amounts In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

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
$ 231,872
217,957
8
8
45 ~ 60 days after
acceptance
30 ~ 65 days after
acceptance
Note
Equivalent
Equivalent
Equivalent
($33,121)
(26,611)
(5 )
(4 )

Note : The purchase prices have no comparison with those from third parties.

  • 229 -

TABLE 6

UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2021

(Amounts In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

Investor Company Investee Company Location Main Businesses and Products Original Investment Amount Original Investment Amount Balance a s of December 31, 2021 s of December 31, 2021 Net Income
(Loss) of the
Investee
Share of
Profits/Losses of
Investee
Note
December 31, 2021 December 31, 2020 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
68,454
858
5
13
178
93
$ 69,993
22,643
74,580
250,000
32,284
291,671
20,000
174,997
41,454
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
1,265,000
115,494
361
667
10,000
1,680
69.99
86.63
100.00
100.00
58.12
100.00
100.00
29.86
42.17
0.87
0.01
0.01
0.33
-
$ 112,282
40,619
97,490
768,307
137,759
43,336
19,566
9,810,809
81,764
858
5
13
179
93
$ 17,591

(136)

2,950

9,170

50,220

(2,053)

(434)

1,240,141

6,348

-

-

-

-

-
$ 12,314

(118)

2,950

9,170

29,331

(2,053)

(434)

370,306

2,594

-

-

-

-

-












  • 230 -

TABLE 7

UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES

INFORMATION ON MAJOR SHAREHOLDERS 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 nonphysical 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.

  • 231 -

THE CONTENTS OF STATEMENTS OF MAJOR ACCOUNTING ITEMS

Item
Major Accounting Items in Assets, Liabilities and Equity
Statement of Cash
Statement of Financial Assets at FVTPL – Current
Statement of Financial assets at FVTOCI - Current
Statement of Note Receivables
Statement of Account Receivables
Statement of Inventories
Statement of Financial Assets at FVOCI– Non-current
Statement of Changes in Investments accounted for using
Equity Method
Statement of Changes in Property, Plant and equipment
Statement of Changes in Accumulated Depreciation of Property,
Plant and Equipment
Statement of Changes in Right-of-use Assets
Statement of Changes in Accumulated Depreciation of Right-of-
use Assets
Statement of Changes in Investment Properties
Statement of Changes in Accumulated Depreciation of
Investment Properties
Statement of Changes in Intangible Assets
Statement of Deferred Income Tax Assets
Statement of Short-term Borrowings
Statement of Short-term Bills Payable
Statement of Accounts Payable
Statement of Other Payables
Statement of Other Current Liabilities
Statement of Lease Liabilities
Statement of Deferred Income Tax Liabilities
Major Accounting Items in Profit or Loss
Statement of Net Revenue
Statement of Operating Costs
Statement of Operating Expenses
Function Summary for Employee’s Benefit, Depreciation, and
Amortization Expenses Incurred during the Year
No./Ref.
Schedule 1
Schedule 2
Schedule 3
Schedule 5
Schedule 5
Schedule 6
Schedule 7
Schedule 8
Note 14
Note 14
Schedule 9
Schedule 9
Note 16
Note 16
Note 17
Note 25
Schedule 10
Note 18
Schedule 11
Note 20
Note 20
Schedule 12
Note 25
Schedule 13
Schedule 14
Schedule 15
Schedule 16
  • 232 -

SCHEDULE 1

Universal Cement Corporation

STATEMENT OF CASH DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars , Unless Specified Otherwise)

Item
Cash on hand
Bank deposits
Checking accounts
Demand deposits
Foreign currency deposits (Note)
Amount
$ 282
11,814
75,834
16,939

$ 104,869

Note: Including US$ 284,579.23, € 135,509.38, RMB 901,971.86, HK$ 189,506.33 and JPY 950,954 (US $1=NT$27.68, EUR $1=NT$31.32, RMB 1=NT$4.344, HKD $1=NT$3.549 and JPY 1=NT$0.2405)

  • 233 -

SCHEDULE 2

Universal Cement Corporation

STATEMENTS OF FINANCIAL ASSETS AT FVTPL – CURRENT

DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars , Unless Specified Otherwise)

Shares of listed
domestic companies
Creative Sensor
Inc.
Number of
shares

273,000
Amount
$ 6,866

Acquisitio
n costs
$ 7,785
Fair Value Fair Value (Note)
Total
$ 6,866
Guarantee
provided
orpledge
Unit
price
(NT$)
$ 25.15
None

Note: Please refer to Note 30.

  • 234 -

SCHEDULE 3

Universal Cement Corporation

STATEMENTS OF FINANCIAL ASSETS AT FVTOCI – CURRENT

DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars , Unless Specified Otherwise)

Current
Shares of listed
domestic
companies
Prince Housing
&
Development
Corp.
CTBC
Financial
Holding Co.,
Ltd.
Asia Pacific
Telecom Co.,
Ltd.
CHC Resources
Co., Ltd
Number of
shares

40,621,948
28,441,983
3,277,157
17,020,254
Amount
$ 544,334

738,069

26,938
771,869

$ 2,081,210

Acquisitio
n costs
$ 601,561

455,560

32,772
108,500
$ 1,198,393
Fair Value(Note)
Unit price
(NT$)
Total
$ 13.40
$ 544,334
25.95
738,069
8.22
26,938
45.35
771,869
$ 2,081,210
Guarante
e
provided
orpledge
Unit price
(NT$)
$ 13.40

25.95

8.22
45.35

None
None
None
None

Note: Please refer to Note 30.

  • 235 -

SCHEDULE 4

Universal Cement Corporation

STATEMENT OF NOTES RECEIVABLE DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Name
Yung Ching Construction Co., Ltd.
Kun Yi Building Materials Co., Ltd.
Others (Note)
Amount
$ 37,256
21,263
336,757
$ 395,276

Note: The balance of each company is less than 5% of the balance under this item.

  • 236 -

SCHEDULE 5

Universal Cement Corporation

STATEMENT OF ACCOUNTS RECEIVABLE DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Name
Non-related party
Futsu Construction Co., Ltd.
Kedge Construction Co., Ltd.
Hung Hsin Building Materials Co., Ltd.
Others (Note)
Less: loss allowance
Related party
Pan Asia (Engineers & Constructors)
Corporation
Others (Note)
Less: loss allowance
Amount







$ 126,294
49,305
47,642

780,878
1,004,119

3,278
$ 1,008,841
$ 26,432

10,322
36,754

12
$ 36,742

Note: The balance of each company is less than 5% of the balance under this item.

  • 237 -

SCHEDULE 6

Universal Cement Corporation

STATEMENT OF INVENTORIES DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Item
Finished goods
Work in progress
Raw materials
Amount Amount Amount
Costs
$ 81,421
9,872

175,158
$ 266,451
Net realizable value




$ 96,793
9,872

177,000
$ 283,665

Note: Please refer to Note 4 for the basis of net realizable value.

  • 238 -

SCHEDULE 7

Universal Cement Corporation

STATEMENT OF FINANCIAL ASSETS AT FVOCI-NON-CURRENT FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Name

Privately offered shares of listed companies
Creative Sensor Inc.
Shares of unlisted companies
Universal Venture Capital Co., Ltd
CTBC Investments Corp.
Universal Cement Development Co., Ltd.

Grand Bills Finance Co., Ltd.

Kaohsiung Rapid Transit Corp.
Openingbalance
Number of shares
Amount

-
$ -
1,400,000
10,040
3,303,325
126,197
24,864,000
532,090
43,999,488
739,191
1,286,063

11,774
$ 1,
419,292
Increase(decrease)duringtheyear
Number of shares
Amount
13,000,000
$ 30
5,370

-
-
-
-
-
-

-
-
-

-

$ 30
5,370
Unrealized gain or
loss on financial
assets

( $ 34,320 )

1,373
13,022
(
18,897 )

25,520

(
1,424)
($ 14,726)
Closing balance
Fair value
$ 27
1,050
11,413
139,219
513,193
764,711
10,350
$ 1,
709,936
Guarantee provided
orpledge
Number of shares Number of shares
13,000,000
-
-
-
-
-

Number of shares
13,000,000
1,400,000
3,303,325
24,864,000
43,999,488
1,286,063

-

1,400,000
3,303,325
24,864,000
43,999,488
1,286,063
(
(
(
(
None
None
None
None
None
None
  • 239 -

SCHEDULE 8

Universal Cement Corporation

STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2021

(In Thousands of New Taiwan Dollars)

Investment in subsidiary
Huanchung Cement International Corporation
Universal Investment Corporation

Universal Concrete Industrial Corporation

Kaohsiung Harbor Transport Corporation

Chiayi Concrete Industrial Corporation

Uneo Incorporated

Li Yong Development Corporation

Investment in associate
Lioho Machine Works Co., Ltd.

Tainan Concrete Industrial Corporation
Opening balance
Amount
$ 105,232

315,031

106,396

98,044

40,737

45,389

20,000

730,829
10,023,459

53,790
10,077,249
$10,808,078
Number of
shares

-
42,800,000

123,865

-

-

-
-


-
120,000

Amount
$ 5,109)

400,000

1,490

3,635)

-

-
-

392,746


537,489)
25,969


511,520)

$ 118,774)
Gain (loss) on
investments
$ 12,314

9,170

29,331

2,950
(
118)
(
2,053)
(
434)


51,160


370,306

2,594


372,900

$ 424,060
Undistributed
earnings

$ -


-

-

-

-

-
-

-


-
-

-

$ -
Capital reserve
$ -
-
527
-
-
-

-


527

605

-


605

$ 1,132

Actuarial gains
(loss) from
defined benefit
plans
( $ 155)

-

15

131

-

-

-

(
9)


8,294

-


8,294

$ 8,285
Cumulative
translation
adjustments
$ -

-

-

-

-

-

-


-

(
53,545)

-

(
53,545)

($ 53,545)
Unrealized gain
(loss) on
financial
products
$ -

44,106

-

-

-

-

-


44,106
(
821)
(
589)

(
1,410)
$ 42,696
Closingbalance Amount
$ 112,282
768,307
137,759
97,490
40,619
43,336
19,566
1,219,359

9,810,809
81,764

9,892,573

$ 11,111,932
Market price or
net equity
$ 112,282

768,307

137,759

97,490

40,619

43,336

19,566
1,219,359
9,810,809

81,764
9,892,573
$ 11,111,932
Guarantee
provided or
pledge
None

None

None

None

None
None
None
None

None
Note
Number of
shares
6,999,333
32,200,000
7,567,546
7,560,000
2,252,378
6,000,000
2,000,000

89,581,468
1,145,000

Number of
shares
6,999,333
75,000,000
7,691,411
7,560,000
2,252,378
6,000,000
2,000,000
89,581,468
1,265,000
Shareholding
(%)
69.99

100
58.12
100
86.63
100
100


29.86

42.17













(


(




(

(
(




(
(
(




















(






(











(

(
(








(
(
(

















Note 1
Note 2
Note 3
Note 1
Note 1
Note 4

Note 1: The decrease amount during the year was cash dividends received.

Note 2: Number of shares increased during the year was the investee company’s capital increase transferred from earnings amounted to 2,800,000 shares and by cash amounted to 40,000,000 shares. The increase amount during the year was the investee company’s capital increase by cash amounted to NT$400,000 thousand.

Note 3: The increase amount during the year was the acquisition of minority equity, and a capital reserve of NT$527 thousand was recognized.

Note 4: Number of shares increased during the year was the acquisition of 120,000 shares. The increase amount during the year was the acquisition of shares of NT$27,000 thousand minus cash dividends received NT$1,030 thousand.

  • 240 -

SCHEDULE 9

Universal Cement Corporation

STATEMENT OF CHANGE IN RIGHT-OF-USE ASSETS DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Item
Costs
Balance at January 1, 2021
Increase during the year
Decrease during the year
Remeasurement
Balance at December 31, 2021
Cumulative depreciation
Balance at January 1, 2021
Decrease during the year
Depreciation expenses
Balance at December 31, 2021
Carrying amount at December
31,2021
Building
$ 52,736
27,585

30,464 )

4)
$ 49,853
$ 33,078

30,464 )
16,033
$ 18,647
$ 31,206
Transportation
Equipment
$ 10,395
3,906
(
1,372 )
(
50)
$ 12,879
$ 3,046
(
1,372 )

3,088
$ 4,762
$ 8,117
Total

(
(


(



(
(


(



(
(


(


$ 63,131
31,491

31,836 )

54)
$ 62,732
$ 36,124

31,836 )
19,121
$ 23,409
$ 39,323
  • 241 -

SCHEDULE 10

Universal Cement Corporation

STATEMENT OF SHORT-TERM LOANS DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Credit borrowings
First Commercial
Bank

Cathay United Bank

Bank of Taiwan

Hua Nan Commercial
Bank

Yuanta Leasing Co.,
Ltd.

Taishin International
Bank
Contract period
(Note 2)
Rate per
annum(%)
December 24, 2021~
January 21, 2022
0.82

September 30, 2021~
March 29, 2022
0.82
December 2, 2021~
March 2, 2022
0.84
December 8, 2021~
March 8, 2022
0.85
November 19, 2021~
February 17, 2022
0.82
December 30, 2021~
January 27, 2022
0.83

Closing
balance
Financing
limit(Note 1)
$ 380,000 $ 500,000
200,000
200,000
300,000
500,000
300,000
300,000
300,000
300,000
300,000
300,000
$ 1,780,000
Pledge or
guarantee


NONE
NONE
NONE
NONE
NONE
NONE

Note 1: The financing limit of Hua Nan Commercial Bank is a limit shared by short-term and mid-term borrowings. Note 2: Refers to the period of utilization.

  • 242 -

SCHEDULE 11

Universal Cement Corporation

STATEMENT OF ACCOUNTS PAYABLE DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Name of the supplier
Non-related party
Taiwan Cement Corp.
Shiny Gravel Corp.
Gaotai Gravel Corp.
Fu Cheng Development Corp.
Others (Note)
Related party
China Hi-Ment Co., Ltd
Kaohsiung Wharf Transportation
Amount





$ 181,430
59,521
50,787
31,534
258,063
$ 581,335
$ 26,611
13,918
$ 40,529

Note: The balance of each company is less than 5% of the balance under this item.

  • 243 -

SCHEDULE 12

Universal Cement Corporation

STATEMENT OF LEASE LIABILITIES DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Item
Building

Building

Building

Building

Transportation
equipment

Transportation
equipment

Transportation
equipment

Transportation
equipment

Transportation
equipment

Transportation
equipment
Description
Central Office

Southern Office

Tainan Concrete
Plant

Fengshan Concrete
Plant

Service car for
Tainan Office

Service car for
headquarters

Service car for
headquarters

Service car for
headquarters

Service car for
headquarters

Service car for Dahu
Gypsum Board
Plant
Leaseperiod
April 1, 2020~
March 31, 2025
August 1, 2020~
July 31, 2023
September 1, 2021~
August 31, 2026
September 1, 2015~
August 31, 2022
June 29, 2020~
June 28, 2024
December 31, 2019~
December 31,
2022
February 3, 2020~
February 3, 2024
October 12, 2020~
September 12,
2024
August 26, 2021~
August 26, 2025
December 30, 2020~
November 30,
2025
Discount rate
(%)
0.9

0.9
0.9

0.9
1.0
1.0
1.0
0.9
0.9
0.9

Closing
balances



$ 1,258
717
25,786
3,598
1,273
1,217
1,150
1,334
2,187
997
$ 39,517
  • 244 -

SCHEDULE 13

Universal Cement Corporation

STATEMENT OF NET REVENUES FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Item
Cement
Concrete
Gypsum board
Others
Less: sales return and discounts
Quantity
273,026.15 tons

1,546,268 cubic meters

14,831,622.71 square meters



Amount





$ 685,059
3,340,838
827,443
22,839
4,876,179
49,740
$ 4,826,439
  • 245 -

SCHEDULE 14

Universal Cement Corporation

STATEMENT OF OPERATING COSTS FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Item
Raw materials at the beginning of the year
Add: Incoming materials during the year
Gain from raw material physical counts
Less: Raw materials at the end of the year
Others
Direct raw materials used
Direct labor
Manufacturing expenses
Manufacturing costs
Add: Work in progress at the beginning of the year
Incoming materials during the year
Less: Work in progress at the end of the year
Others
Cost of finished goods
Add: Finished goods at the beginning of the year
Excise tax
Purchase of finished goods
Others
Less: Finished goods at the end of the year
Cost of sales
Add: Unamortized fixed manufacturing expenses
Less: Revenue from sale of scraps
Gain from raw material physical counts
Operating costs
Amount






$ 164,970
2,256,112
3,110
175,158
17,544
2,231,490
98,446
797,292
3,127,228
10,184
596,436
9,872
21,981
3,701,995
72,136
119,665
10,346
43,199
81,421
3,865,920
2,483
1,458
3,110
$ 3,863,835
  • 246 -

SCHEDULE 15

Universal Cement Corporation

STATEMENT OF OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)

Salaries and wages,
bonus, and
employee’s
remuneration


Freight


Commission expenses

Contracted research
expenses


Depreciation


Taxation


Expected credit gain
reversed


Test fee


Others (Note)


Selling and
marketing
expenses
General and
administrativ
e expense
$ 32,800
$ 77,261

34,866
-
5,148
-
-
-
904
19,666
42
17,713
-
-
-
-
16,588

53,202

$ 90,348
$ 167,842
R&D
expenses
Expected
credit loss
(gain)
$ 33,437 $ -
2
-
-
-
4,359
-
757
-
28
-
-
(
1,954)
22,450
-
15,685

-

$ 76,718
($ 1954)
Total




$ 143,498

34,868

5,148

4,359

21,327

17,783
(
1,954)

22,450

85,475
$ 332,954

Note: The balance of each company is less than 5% of the balance under this item.

  • 247 -

SCHEDULE 16

Universal Cement Corporation

STATEMENT FOR FUNCTION SUMMARY FOR EMPLOYEE’S BENEFIT, DEPRECIATION, AND AMORTIZATION EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2021 and 2020

(In Thousands of New Taiwan Dollars)


Item

Employee’s benefit
Salaries
Labor and health insurance premium
Pension
Director’s remuneration
Others
Depreciation
Amortization
FOR THE YEARS ENDED DECEMBER31, 2021 FOR THE YEARS ENDED DECEMBER31, 2021 FOR THE YEARS ENDED DECEMBER31, 2021


$ 371,346
35,254
18,080
25,596

12,956
$ 463,232
$ 114,763
$ 2,992
FOR THE YEARS ENDED DECEMBER31, 2020 FOR THE YEARS ENDED DECEMBER31, 2020 FOR THE YEARS ENDED DECEMBER31, 2020
Operatingcosts

$ 253,444
23,936
11,891
-

4,207
$ 293,478
$ 92,869
$ 204
Operatingexpenses
$ 117,902
11,318
6,189
25,596

8,749
$ 169,754
$ 21,327
$ 2,788
Non-operating income
and expenses

$ -
-
-
-

-
$ -
$ 567
$ -
Total Operatingcosts

$ 244,161
20,310
11,143
-

6,038
$ 281,652
$ 72,112
$ -
Operatingexpenses
$ 112,989
12,161
6,347
28,333

7,485
$ 167,315
$ 20,452
$ 1,511
Non-operating income
and expenses

$ -
-
-
-

-
$ -
$ 647
$ -
Total
































$ 357,150
32,471
17,490
28,333

13,523
$ 448,967
$ 93,211
$ 1,511

Note:

  1. Number of employees for the current year and the previous year was 445 and 424, respectively, in which there were both 4 directors who are not concurrently employees.

  2. Companies whose shares are listed and traded on TWSE or TPEx shall disclose the following information:

  3. (1) Average employee’s benefit expenses for the year amounted to NT$992 thousand (“total employee’s benefit expenses for the year – total director’s remuneration”/“number of employees for the year – number of directors who are not concurrently employees”). Average employee’s benefit expenses for the previous year amounted to NT$1,002 thousand (“total employee’s benefit expenses for the previous year – total director’s remuneration”/“number of employees for the previous year – number of directors who are not concurrently employees”).

  4. (2) Average employee’s salary expenses for the year amounted to NT$842 thousand (total salary expenses for the year/“number of employees for the year – number of directors who are not concurrently employees”). Average employee’s salary expenses for the previous year amounted to NT$850 thousand (total salary expenses for the previous year/“number of employees for the previous year – number of directors who are not concurrently employees”).

  5. (3) Average adjustments and changes in employee’s salary expenses achieved 0.9% (“average employee’s salary expenses for the year - average employee’s salary expenses for the previous year”/average employee’s salary expenses for the previous year). 3. The Company has established its Audit Committee, and the Company has no supervisor.

  6. Salary and remuneration policy:

  7. (1) Remuneration shall be provided for directors of the Company in executing the Company’s businesses, and the amount shall be subject to its participation in the Company’s operations and the value of its contribution. According to the requirements under Article 29 of the Company’s articles of association, the remuneration for the Company’s chairman, vice-chairman, and directors regarding the execution of their duties shall be determined by the board of directors based on the standards within the industry, taking into account its contribution, performance and the future risks of the Company. Furthermore, according to Article 33, where the Company recorded a profit during the year, the board of directors may resolve to allocate no more than 3% of the abovementioned profit as director’s remuneration, which may only be distributed in cash.

  8. (2) General manager, vice general manager, assistant managers, and other management of the Company execute the Company’s operations according to the orders from the board of directors; their remuneration shall be subject to the requirements of Article 31 of the Company’s articles of association and Article 29 of the Company Act. The standards or the management’s remuneration shall be determined based on its personal performance and its contribution to the overall operations of the Company, with reference to the payment standards in the market.

  9. (3) For directors and management listed in paragraphs (1) and (2) above, their salary and remuneration policy, system, standard, and structure shall be subject to the requirements under the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange, and submitted to the Remuneration Committee for review and discussion.

  10. (4) The employee’s remuneration policy is determined based on personal competency, contribution to the Company, performance, market value of the post, taking into account the future operating risks of the Company, which shall be positively correlated to the operating performance. Where the Company recorded a profit for the year, the Company shall allocate no less than 1% as the employee’s remuneration according to the requirements under the Articles of Association. The overall remuneration package for employees primarily includes the fixed basic salaries, bonuses, and benefits. Regarding the payment standards, fixed basic salaries are approved and paid in accordance with the market trend of the post held by employees, bonuses are distributed based on the achievement of the employee’s and the department’s objectives and the Company’s operating performance, while benefits are designed for employees according to the requirements under the laws and regulations, with equal considerations given to the demands of employees.

  11. 248 -

  12. 6.6 The company and its subsidiaries Disclosure to make if the company and its affiliates have experienced financial difficulties in recent fiscal year till the publication date: None.

  13. 249 -

VII. Review of Financial Conditions, Financial

Performance, and Risk Management

7.1 Analysis of Financial Status

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands
Year
Item
2021 2020 Difference
Amount %
Current Assets 5,004,661 4,391,640 613,021 14
Property, plant
and equipment
6,890,696 6,680,071 210,625 3
Intangible assets 8,404 8,075 329 4
Other Assets 13,193,061 13,023,150 169,911 1
Total Assets 25,096,822 24,102,936 993,886 4
Current Liabilities 4,245,043 3,795,424 449,619 12
Long-term Liabilities 1,467,303 1,522,159 -54,856 (4)
Total Liabilities 5,712,346 5,317,583 394,763 7
Paid-in capital 6,536,092 6,536,092 0 0
Capital surplus 66,950 65,822 1,128 2
Retained Earnings 11,884,891 11,515,783 369,108 3
Other equity 745,532 538,530 207,002 38
Equity attributed to
owners of the parent
company
19,233,465 18,656,227 577,238 3
Non-control equity 151,011 129,126 21,885 17
Total Stockholders'
Equity
19,384,476 18,785,353 599,123 3
Analysis of changes in financial ratios:
(1) Other equity: Mainly due to Unrealized gain on financial assets at FVTOCI increased.
  • 250 -

7.2 Analysis of Financial Performance

Unit: NT$ thousands

Year
Item
2021 2020 Difference %
Operating Revenue 6,079,107 5,426,217 652,890 12
Cost of Sales 4,947,290 4,519,186 428,104 9
Gross Profit 1,131,817 907,031 224,786 25
Operating Expenses 421,615 413,889 7,726 2
Profit from operations 710,202 493,142 217,060 44
Non-operating Income and
expenses
530,060 804,372 (274,312) (34)
Income Before Tax 1,240,262 1,297,514 (57,252) (4)
Income tax expenses 126,036 37,719 88,317 234
Net profit 1,114,226 1,259,795 (145,569) (12)
Other comprehensive income 206,946 79,230 127,716 161
Total comprehensive income for
the year
1,321,172 1,339,025 (17,853) (1)
Net profit attributable to owners
of the company
1,088,078 1,247,252 (159,174) (13)
Net profit attributable to non-
controllinginterests
26,148 12,543 13,605 108
Total comprehensive income
attributable to owners of the
company
1,295,080 1,326,470 (31,390) (2)
Total comprehensive income
attributable to non-controlling
interests
26,092 12,555 13,537 108
Earnings per share 1.66 1.91 -0.25 (13)
Analysis of Financial Performance:
(1) Gross Profit, Profit from operations and total comprehensive income: Mainly due to the increase in operating
revenue.
(2) Non-operating Income and expenses: Mainly due to the decrease in the recognition of share of profit or loss
of associates.
(3) Income tax expenses: Mainly due to the recognition of realized investment losses during 2020Y.
(4) Other comprehensive income:Mainly due to the recognition of Unrealized gain on financial assets at
FVTOCI.
  • 251 -

7.3 Analysis of Cash Flow

7.3.1 Cash Flow Analysis for the Current Year

Cash and Cash
Equivalents,
Beginning of Year
Net Cash Flow
from Operating
Activities
Cash
Outflow
Cash Surplus
(Deficit)

Leverage of Cash Deficit Leverage of Cash Deficit
Investment
Plans
Financing
Plans
$ 294,665 1,382,211 1,384,844 292,032 - -
Analysis of change in cash flow in the current year:
1. Operating activities:Mainly because of the profit from business operations.
2. Investing activities:Mainly because of purchasing Financial assets at fair value through other
comprehensive income - non-current and property, plant and equipment.
3. Financingactivities:Mainlybecause of dividend distribution bycash.

7.3.2 Remedy for Cash Deficit and Liquidity Analysis

Year
Item
2021 2020 Variance (%)
Cash Flow Ratio(%) 32.56
26.72

22
Cash Flow AdequacyRatio(%) 93.99
77.47

21
Cash Reinvestment Ratio(%) 3.01
1.26

139
Increase in cash flow ratio and cash reinvestment ratio: Mainly because of the increase in the
inflow of net cash from the operatingactivities.

7.3.3 Cash Flow Analysis for the Coming Year

Estimated Cash
and Cash
Equivalents,
Beginning of
Year
(1)
Estimated Net Cash
Flow from
Operating Activities
(2)



Estimated
Cash Outflow
(Inflow)
(3)
Cash Surplus
(Deficit)
(1)+(2)-(3)

Leverage of Cash Surplus
(Deficit)
Investment
Plans
Financing
Plans

Leverage of Cash Surplus
(Deficit)
Investment
Plans
Financing
Plans
Financing
Plans
$ 292,032 861,727 775,514 378,245 - -
1. Operating activities:Mainly because of the profit from business operations.
2. Investing activities:Mainly because of purchasing property, plant and equipment.
3. Financingactivities:Mainlybecause of dividend distribution bycash.

7.4 The effect upon financial operations of any major capital expenditures during the most recent fiscal year

Establishment on the production line in Lu-zhu Gypsum Board Plant and expansion of production system in Da-hu RMC plant has very limited impact on the financial operation of the Company to the extent that it can be fairly omitted.

  • 252 -

  • 7.5 Investment Policy in the Last Year, Main Causes for Profits or Losses, Improvement Plans and Investment Plans for the Coming Year

Investment analysis

Unit: NT$ thousands

Remarks
Item
Amount
(Note 1)
Policies Causes for Profits or Losses Improvement
Plans
Lio-ho Machine Works Ltd. 9,810,902
Expansion of
investment in
industry other
than the
company
The share of profits of the associate was
370,306
thousand,
and
the
cash
dividends was 537,499 thousand in
2021.



-
Grand Bills Finance Co.,
Ltd.
764,711
Expansion of
investment in
industry other
than the
company
The cash dividends was 39,600 thousand
in 2021.

-
Universal Cement
Development Co., Ltd.
513,193
Expansion of
investment in
industry other
than the
company
The cash dividends was 12,432 thousand
in 2021.

-
Creative Sensor Inc. 465,566
Expansion of
investment in
industry other
than the
company
Net loss of the financial assets at fair
value through profit or loss was 919
thousand, and the cash dividends was
1,307 thousand in 2021.



-
CTBC Financial Holding
Co., Ltd.
738,069
Expansion of
investment in
industry other
than the
company
The unrealized gain of the financial
assets at fair value through other
comprehensive income was 177,762
thousand, and the cash dividends was
29,864 thousand in 2021.




-
CHC Resources Co., Ltd. 771,869
Expansion of
investment in
industry other
than the
company
The unrealized loss of the financial
assets at fair value through other
comprehensive income was 35,743
thousand, and the cash dividends was
34,041 thousand in 2021.




-
Prince Housing &
Development Corp.
1,012,382
Expansion of
investment in
industry other
than the
company
The unrealized gain of the financial
assets at fair value through other
comprehensive income was 144,415
thousand, and the cash dividends was
30,220 thousand in 2021.




-

Note 1: As of December 31,2021, the investment amount exceeded 5% of the paid-in capital.

Investment Plans for the Coming Year: NA.

  • 253 -

7.6 Risk Assessment: Following aspects for most recent fiscal year till the publication date has been assessed and evaluated.

  • 7.6.1 The effect upon the company's profits (losses) of interest and exchange rate fluctuations and changes in the inflation rate, and response measures to be taken in the future.

1. Fluctuation of interest rate: Impact due to fluctuation of interest rate is extremely limited. Measures to be taken in the future: Will adjust portfolio according to future demand for funds.

2. Fluctuation of exchange rate: Impact due to fluctuation of exchange rate is extremely limited. Measures to be taken in the future: The company shall keep close look on the impact of fluctuation of exchange rate on the company.

3. Inflation rate: Impact due to inflation is extremely limited.

  - Measures to be taken in the future: The company shall keep close look on the impact of fluctuation of inflation on the company.
  • 7.6.2 The company's policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future.

    • The company and its subsidiaries have not engaged in transactions involving high risk, high leveraged and derivative products.

    • The only loaning of funds made by the company was made to the subsidiaries as the operation capital and has been approved and processed according to “Regulations Governing Loaning of Funds” of the company. The highest balance in the year reported is NTD 1,200 Million; whereas the balance by the end of the year remains the same and the actual credit utilized is NTD 105 Million.

    • The company has endorsed to other companies pursuant to “Regulations Governing Making of Endorsements/Guarantees” of the company in year of 2021. The highest credit the company endorsed/guaranteed is NTD 570 Million; whereas the actual credit utilized amounted to NTD 100 Million.

  • 7.6.3 Research and development work to be carried out in the future, and further expenditures expected for research and development work.

The company will continue its research on structure of gypsum board wall

  • 254 -

to maximize the strength of gypsum board. The company also dedicates to development of various types fire protection wall and structural steel fire protection system and ensure our leadership in the supply of fire-proof building material. Development of enables the application of our product to extend outdoor and add more options for architecture. In repose to modern need of sound insulation, the company has also developed sound insulation gypsum board wall with high performance. The company will further develope hard gypsum board and high performance gypsum board designed for light gauge steel framing structure.

  • 7.6.4 Effect on the company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response.

  • The company has revised relevant internal regulations and system by incorporating various guidelines published by Financial Supervisory Commission.

Measures to be taken to respond: The company will continue its evaluation of the impact on financial status and performance among various fiscal period and adjust accordingly.

  • 7.6.5 Effect on the company's financial operations of developments in science and technology (including Cybersecurity risk) as well as industrial change, and measures to be taken in response.

  • The main product of the company is building material mainly used by construction. The industry of building material is matured and hence the change of technology does not impose adverse impact on the company. Measures to be taken to respond: The company will increase its effort on the research and development of technology of building material and hope this will contribute to the evolvement to the product of the company.

  • 7.6.6 Effect on the company's crisis management of changes in the company's corporate image, and measures to be taken in response. The company has always maintained a positive corporate image. Measures to be taken: The company will increase its contribution by fulfilling its corporate social responsibility and enhance its capability to respond to public crisis.

  • 7.6.7 Expected benefits and possible risks associated with any merger

  • 255 -

and acquisitions, and mitigation measures being or to be taken. No transaction of merger was participated by the company in 2021.

Measures taken to respond: To increase awareness on the regulations governing mergers and acquisitions and the cost-and-benefits analysis thereof for possible needs in the future.

  • 7.6.8 Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken.

  • Completion of establishment of production line in Luzhugypsum board plant, Kao-Hsiung.

  • Anticipated benefit. The production capacity of Hai-fu plant has approaching its limit. With the trend of increasing application of green building material by contractors, significant growth of demand for gypsum board is expected soon. New addition of production line in Luzhugypsum board plant will pave way for further breakthrough of building material business.

  • 7.6.9 Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken. In addition to slightly higher portion of purchasing from Taiwan Cement Corporation, the procurement from other sources remains low and mostly belongs to raw material needed for the production. This has remain for years and should be considered to be reasonable. No concentration of sales on particular account is identified. Therefore, no risk due to concentration of sales and purchases is considered.

  • Measures to be taken to respond. Diversified the source of procurement and targets of sales to avoid risk due to concentration.

  • 7.6.10 Effect upon and risk to the company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the company has been transferred or has otherwise changed hands, and mitigation measures being or to be taken.

  • The directors and major shareholders have not transferred share in significantly large in scale and this helps maintain the stability of the operation of the company.

Measures to be taken to respond. To continue collection of information.

  • 256 -

  • 7.6.11 Effect upon and risk to company associated with any change in governance personnel or top management, and mitigation measures being or to be taken.

  • The holding of major shareholders of the company remained stable and no material change or risk to the company is considered.

  • Measures to be taken to respond. To continue collection of information.

  • 7.6.12 Litigious and non-litigious matters. List major litigious, nonlitigious or administrative disputes that: (1) involve the company and/or any company director, any company supervisor, the general manager, any person with actual responsibility for the firm, any major shareholder holding a stake of greater than 10 percent, and/or any company or companies controlled by the company; and (2) have been concluded by means of a final and unappealable judgment, or are still under litigation. Where such a dispute could materially affect shareholders' equity or the prices of the company's securities, the annual report shall disclose the facts of the dispute, amount of money at stake in the dispute, the date of litigation commencement, the main parties to the dispute, and the status of the dispute as of the date of publication of the annual report. None.

  • 7.6.13 Other important risks, and mitigation measures being or to be taken. None.

7.7 Other Important Matters: None.

  • 257 -

VIII. Special items to be included

8.1 Information related to the Company's affiliates

8.1.1 Consolidated Business Reports Covering Affiliated Enterprises

1.Organization Chart for the Company and its affiliated enterprises. (2021.12.31)

==> picture [94 x 57] intentionally omitted <==

----- Start of picture text -----

Universal Cement
Corporation
----- End of picture text -----

==> picture [625 x 210] intentionally omitted <==

----- Start of picture text -----

86.63% 100.00% 69.99% 58.12% 100.00% 100.00% 100.00%
UCC
Investment
Inc.
Kao-hsiung Pier UNEO
UNEO Inc.
Transportation Inc. Development Inc.
0.01% 0.01% 0.87%
Chia-Yi Ready-
Huan-Chung Universal Ready-
mixed Concrete
mixed Concrete
Industry Inc. Int’l Inc.
Industry Inc.
----- End of picture text -----

  • 258 -

2. Profile of Affiliated Enterprises

2. Profile of Affiliated Enterprises 2. Profile of Affiliated Enterprises 2. Profile of Affiliated Enterprises 2. Profile of Affiliated Enterprises 2. Profile of Affiliated Enterprises
Dec. 31, 2021
Unit:‘000 NTD
Name of
Enterprise
Date of
Establishment
Address Paid-in Capital Main item of Operation or
Manufacturing.
Chia-Yi Ready-
mixed Concrete
IndustryInc.
1982.09.14 2 Zhong-xing Rd., Jia-tai Industrial
Zone, Tai-bao City, Chia-Yi County
26,000 Production and sales of
Ready-mixed Concrete.
UCC Investment
Inc.
1989.11.20 10F., 125 Nan-king E. Rd., Sec. 2, Taipei
City

750,000
General Investment
Huan-Chung
International Inc.
1991.01.28 10F., 125 Nan-king E. Rd., Sec. 2, Taipei
City

100,000
Sales, import and export of
cement, cement clinker,
fuel,and cementproducts.
Kao-Hsiung Pier
Transportation
Inc.
1967.03.31 95-3 Gang-shan, Gang-shan borough,
Ah-lien Dist., Kao-hsiung City.
75,600 Transportation by truck
Uneo Inc. 2013.01.11 10F., 125 Nan-king E. Rd., Sec. 2, Taipei
City

60,000
Sales of electronic parts
Universal Ready-
mixed Concrete
IndustryInc.
1975.11.28 665 Zhong-shan Rd., Sec. 1, Wu-ri Dist.,
Tai-chung City
132,329 Production and sales of
Ready-mixed Concrete.
LI YONG
Development Co.,
Ltd.
2020.12.17 10F., 125 Nan-king E. Rd., Sec. 2, Taipei
City

20,000

Investment and
Development of Real
Estate

3. Main Business of Affiliated Enterprises: Please refer to table above.

  • 259 -

4. Profile of Directors, Supervisors and General Manager of Affiliated Enterprises.

Dec. 31, 2021

Dec. 31,2021 31,2021
Name of
Enterprises
Position
(Note1)
Name and Representative Share held
Number of
Share
Ratio of
Holding
Chia-Yi Ready-
mixed
Concrete
IndustryInc.
Chairman
Director
Director
Supervisor
Universal Cement Corporation, Represented byYang, Tsung-Jen
Universal Cement Corporation, Represented byChou, Shih-Kuei
Universal Cement Corporation, Represented byWang, Jau-Ching
UCC Investment Inc.,Represented byYan,Shan-Hsiung
2,252,378
2,252,378
2,252,378
361
86.63%
86.63%
86.63%
0.01%
UCC
Investment Inc.
Chairman
Director
Director
Supervisor
General
Manager
Universal Cement Corporation, Represented byHou, Bo-Yi
Universal Cement Corporation, Represented byHou, Chih-Sheng
Universal Cement Corporation, Represented byHou, Chih-Yuan
Universal Cement Corporation, Represented byYang, Tsung-Jen
Hou, Bo-Yi
75,000,000
75,000,000
75,000,000
75,000,000
100.00%
100.00%
100.00%
100.00%
Huan-Chung
International
Inc.
Chairman
Director
Director
Director
Director
Supervisor
General
Manager
Universal Cement Corporation, Represented byHou, Bo-Yi
Universal Cement Corporation, Represented byHou, Chih-Yuan
Universal Cement Corporation, Represented byJames Chan
Taiheiyo Cement Corporation, Represented by: Yasuhiro Kawaragi
Taiheiyo Cement Corporation, Represented by: Hidekatsu Maekawa
UCC Investment Inc., Represented byHou, Chih-Sheng
Hou, Chih-Yuan
6,999,333
6,999,333
6,999,333
3,000,000
3,000,000
667
69.99%
69.99%
69.99%
30.00%
30.00%
0.01%
Kao-hsiung
Pier
Transportation
Inc.
Chairman
Director
Director
Supervisor
General
Manager
Universal Cement Corporation, Represented byWang, Jau-Ching
Universal Cement Corporation, Represented byHou, Chih-Sheng
Universal Cement Corporation, Represented byHou, Chih-Yuan
Universal Cement Corporation, Represented byYan, Shan-Hsiung
Wang, Jau-Ching
7,560,000
7,560,000
7,560,000
7,560,000
100.00%
100.00%
100.00%
100.00%
Universal
Ready-mixed
Concrete
Industry Inc.
Chairman
Director
Director
Director
Director
Director
Director
Executive
Director
Executive
Director
Supervisor
Supervisor
Supervisor
General
Manager
Universal Cement Corporation, Represented byChou, Shih-Kuei
Universal Cement Corporation, Represented byHou, Bo-Yi
Universal Cement Corporation, Represented byHou, Chih-Sheng
Universal Cement Corporation, Represented byYang, Tsung-Jen
Universal Cement Corporation, Represented byPeter Chang
Su, Chun-Chen
Wu, Wei-Hsiung
Universal Cement Corporation, Represented byHou, Chih-Yuan
Wu, Rui-Sheng
UCC Investment Inc., Represented byKao, Tsung-yao
Chang, Yu-Zong
Chan, Shu-hua
Chang, Kui-Goan
7,691,411
7,691,411
7,691,411
7,691,411
7,691,411
145,398
119,862
7,691,411
496,231
115,494
27,510
165,421
58.12%
58.12%
58.12%
58.12%
58.12%
1.10%
0.91%
58.12%
3.75%
0.87%
0.21%
1.25%
Uneo Inc. Chairman
Director
Director
Supervisor
Universal Cement Corporation, Represented byHou, Bo-Yi
Universal Cement Corporation, Represented byHou, Chih-Sheng
Universal Cement Corporation, Represented byHou, Chih-Yuan
Universal Cement Corporation, Represented byWu, Chu-ting.
6,000,000
6,000,000
6,000,000
6,000,000
100.00%
100.00%
100.00%
100.00%
LI YONG
Development
Co., Ltd.
Chairman
Director
Director
Supervisor

Universal Cement Corporation, Represented byHou, Chih-Sheng
Universal Cement Corporation, Represented byHou, Chih-Yuan
Universal Cement Corporation, Represented byChang, Pei-De
UniversalCement Corporation,Represented byYang,Rong-Fen
2,000,000
2,000,000
2,000,000
2,000,000
100.00%
100.00%
100.00%
100.00%

Note 1: For affiliated companies registered abroad, equivalent position is listed. Note 2: For affiliated companies established as incorporation limited company, holding ratio is listed. Note 3: The information is updated till the publication date.

  • 260 -

2021.12.31

5. Operating Condition and Financial Results of Affiliated Companies

(In thousands of New Taiwan Dollars, except earnings per share)

Company Name Capital Total
assets
Total
liabiliti
es
Net
value
Net
Sales
Operating
Income
(Loss)
Income
(Loss)
After
Tax
Earnings
(Loss) Per
Share
After Tax
Chia-Yi Ready-mixed
Concrete IndustryInc.
26,000
58,040
11,159 46,881
-

(1,793)

(136)

(0.05)
UCC Investment Inc. 750,000 1,003,474 235,165 768,309
-

(2,859)

9,170

0.12
Huan-Chung
International Inc.
100,000
351,033
190,630 160,403 709,427
24,241

17,591

1.76
Kao-Hsiung Pier
Transportation Inc.
75,600
137,738
40,250 97,488 238,526
1,787

2,950

0.39
Uneo Inc. 60,000
52,228

8,892
43,336
35,475

(2,007)
(2,053)
(0.34)
Universal Ready-
mixed Concrete
IndustryInc.
132,329
604,045
368,427 235,618 626,276
59,907

50,220

3.80
LI YONG
Development Co.,Ltd.

20,000

19,606

40
19,566
-

(436)

(434)

(0.22)

Note: The table is prepared in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises”.

  • 261 -

8.1.2 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, 2021 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 28, 2022

  • 262 -

8.1.3 Relationship Report: N.A.

8.2 Private Placement Securities in the previous year and by the date of

report publication: None

8.3 The Shares in the company Held or Disposed of by Subsidiaries

in the previous year and by the date of report publication: None

8.4 Other required supplementary notes:

Universal Cement Corporation Intellectual Property Management Plan

In order to ensure the research and develop ability, motivate innovative energy, extend advantage of competition, raise profitability of business, achieve operation target and ensure sustainable operation, the company has continuously implemented management of intellectual property.

8.4.1 Protective Measure

8.4.1.1 Patent

  1. Patent Review: Individual Review by Cases. Each application of patent will be reviewed internally before submitting for official review. The scope of internal review includes patent search of previous cases, review of patentability, preliminary examination, and final examination of patent to effectively ensure the quality of our patents.

  2. Routine Patent Sharing: Encouraging patent developers to share ideas among peers to enhance sharpness on the perception of patentability.

  3. Routine Review on Maintenance: Examine internally the utilization of patent awarded and its relevance to the product to evaluate the necessity for further maintenance of the patent.

  4. Seminar on the core concepts of Patent: To enrich the knowledge of patent developers on patent regulations and cultivate their respect for patents and awareness of legal boundaries during the development of patent.

8.4.1.2 Trademark

  1. The earliest application of Trademark of the company can be traced back to as early as 1962. After our careful efforts over the decades, the deployment is nearly comprehensive.

  2. Routine Review on Maintenance: Examine internally the utilization of

trademark registered to evaluate the necessity for further maintenance of the

  • 263 -

trademark.

8.1.4.3 Protection of Trade Secretes

  1. Access Control System: All employees are issued personal access badge and granted with difference levels of clearance to access to various areas of the company according to the need of respective positions. All visitors shall acquire clearance to access to limited area of the premises and be accompanied by employees of the company at all times.

  2. Management of Information Security: All computer systems shall only be accessed with employees’ personal account and passwords with the later is required to change periodically.

  3. Advertisement of Information Security: Ensure all personnel’s understanding of trade secret and to effectively establish the awareness of knowledge of relevant law.

8.4.2 Implementation

The company will report regularly the matters pertaining to Intellectual property to the Board of Directors.

Implementation of “Universal Cement Corporation Guidelines on Management of Intellectual Property” in 2012

Implementation of “Universal Cement Corporation Guidelines on Award for Application of Patent” in 2012

IX. Events with material impacts on equity or stock price as specified in sub-section 2, section 3, Article 36 of the Securities and Exchange Act in the previous year and by the date of report publication: None.

  • 264 -