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UCC — Annual Report 2023
Nov 13, 2023
51738_rns_2023-11-13_535aba97-d3f2-459b-896c-6ecd61af59be.pdf
Annual Report
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Universal Cement Corporation
Financial Statements for the Years Ended December 31, 2023 and 2022 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 Company), which comprise the balance sheets as of December 31, 2023 and 2022, 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 Company as of December 31, 2023 and 2022, 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 Company 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, 2023. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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The key audit matter of the Company’s financial statements for the year ended December 31, 2023 is stated as follows:
Occurrence of sales of concrete products
Refer to Note 4 (n) and Note 23, the Company mainly manufactures and sells cement, ready mixed concrete and gypsum board panels. The sales amount of some concrete products changed greatly in 2023 and the change can be due to changes in volume or price or both. Sales is the main source of the Company’s revenue and has a material impact on the Company’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:
-
We understood the design of the Company’s internal controls on accounting for sales. We tested the implementation and operating effectiveness of the internal controls.
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We selected samples from the sales records, and verified that the products and quantities listed on the delivery orders and the invoices are the same and for the same customers. We noted that the delivery orders are signed by the customers and confirmed that the payee matched the transaction counterparty.
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 Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
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.
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As part of an audit in accordance with the auditing standards generally accepted in the ROC, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the Company 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 financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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The engagement partners on the audit resulting in this independent auditors’ report are Chi Chen Lee and Chao Chin Yang.
Deloitte & Touche Taipei, Taiwan
Republic of China
March 15, 2024
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. The English version not audited by an accountant.
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Universal Cement Corporation
BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (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 33) Contract assets - current (Notes 4 and 23) Contract assets from related parties - current (Notes 4, 23 and 32) Notes receivable (Notes 4 ,11 and 23) Net Accounts receivable (Notes 4,11 and 23) Net Accounts receivable from related parties (Notes 4, 11,23 and 32) Other receivables (Notes 4 and 32) 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 33) Investments accounted for using the 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 Net defined benefit assets(Notes 4 and 21) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 18) Short-term bills payable (Notes 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 32) Other payables (Notes 20 and 32) Current tax liabilities (Note 25) Lease liabilities - current (Notes 4, 15 and 32) Long-term borrowings due within one year (Note 18) 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 32) Guarantee deposits received 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, 2023 Amount % $ 187,223 1 4,661 - 2,262,037 9 30,060 - 1,480 - - - 387,881 1 1,209,571 5 60,568 - 482 - 335,749 1 10,919 - 2,307 - 4,492,938 17 1,608,577 6 7,027 - 13,398,561 51 6,261,756 24 57,524 - 634,139 2 10,183 - 13,880 - 45,458 - 6,697 - 22,043,802 83 $ 26,536,740 100 $ 1,610,000 6 234,887 1 530 - - - 637,988 2 41,543 - 343,853 1 121,251 1 11,760 - 500,000 2 20,949 - 3,522,761 13 1,088,374 4 46,306 1 10,117 - 1,144,797 5 4,667,558 18 6,732,175 25 123,719 - 2,920,126 11 3,185,793 12 8,099,817 31 14,205,736 54 807,552 3 21,869,182 82 $ 26,536,740 100 |
December 31, 2022 | December 31, 2022 | ||
|---|---|---|---|---|---|
| Amount $ 187,223 4,661 2,262,037 30,060 1,480 - 387,881 1,209,571 60,568 482 335,749 10,919 2,307 4,492,938 1,608,577 7,027 13,398,561 6,261,756 57,524 634,139 10,183 13,880 45,458 6,697 22,043,802 $ 26,536,740 $ 1,610,000 234,887 530 - 637,988 41,543 343,853 121,251 11,760 500,000 20,949 3,522,761 1,088,374 46,306 10,117 1,144,797 4,667,558 6,732,175 123,719 2,920,126 3,185,793 8,099,817 14,205,736 807,552 21,869,182 $ 26,536,740 |
Amount $ 306,017 7,535 1,858,020 67 1,759 4,437 399,898 1,216,542 44,977 221,862 304,870 19,562 3,907 4,389,453 2,076,812 4,657 12,640,982 6,326,916 58,557 634,706 11,324 11,251 30,031 6,697 21,801,933 $ 26,191,386 $ 2,210,000 799,261 240 30 609,753 47,288 316,494 112,632 10,587 - 21,674 4,127,959 1,088,991 48,170 8,362 1,145,523 5,273,482 6,536,092 123,499 2,715,883 3,185,793 7,372,038 13,273,714 984,599 20,917,904 $ 26,191,386 |
% 1 - 7 - - - 2 5 - 1 1 - - |
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| 17 | |||||
| 8 - 48 24 - 3 - - - - |
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| 83 | |||||
| 100 | |||||
| 9 3 - - 2 - 1 1 - - - |
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| 16 | |||||
| 4 - - |
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| 4 | |||||
| 20 | |||||
| 25 | |||||
| - | |||||
| 11 12 28 |
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| 51 | |||||
| 4 | |||||
| 80 | |||||
| 100 |
The accompanying notes are an integral part of the financial statements.
(Concluded)
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Universal Cement Corporation STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 4, 23 and 32) OPERATING COSTS (Notes 12, 21, 24 and 32) GROSS PROFIT OPERATING EXPENSES (Notes 21, 24 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 13, 24 and 32) Interest income Other income Other gains and losses Interest expenses Share of profit or loss of associates accounted for using the equity method 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 (Note 22) Items that will not be reclassified subsequently to profit or loss: Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive income or loss of associates accounted for using the equity method |
2023 | % 100 79 21 2 4 1 - 7 14 - 4 2 ) 1 ) 23 24 38 3 35 1 ) 2 1 |
2022 | |||
|---|---|---|---|---|---|---|
( ( ( ( |
Amount $ 6,007,860 4,721,870 1,285,990 145,489 240,303 63,498 6,377) 442,913 843,077 5,033 218,605 117,059 ) ( 48,582 ) ( 1,394,594 1,452,591 2,295,668 187,910 2,107,758 62,751 ) ( 96,481 33,730 |
( ( |
Amount $ 5,710,196 4,533,229 1,176,967 120,348 188,617 81,526 8,487 398,978 777,989 1,775 224,216 203,980 35,034 ) ( 1,042,108 1,437,045 2,215,034 173,639 2,041,395 143,686 49,909 ) ( 93,777 |
% 100 79 21 2 3 2 - 7 14 - 4 4 1) 18 25 39 3 36 3 1) 2 |
(Continued)
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Universal Cement Corporation
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 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 |
2023 | % 4) 4) 3) 32) |
2022 | |||
|---|---|---|---|---|---|---|
| ( ( ( |
Amount $ 210,016 ) ( $ 210,016 ) ( 176,286 ) ( $ 1,931,472 $ 3.13 3.12 |
Amount $ 146,367 146,367 240,144 $ 2,281,539 $ 3.03 3.02 |
% 2 |
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| 2 | ||||||
| 4 | ||||||
| 40 | ||||||
The accompanying notes are an integral part of the financial statements.
(Concluded)
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Universal Cement Corporation STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| BALANCE AT JANUARY 1, 2022 Appropriation of 2021 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 28) Disposals of investments in equity instruments at fair value through other comprehensive income Changes in recognition of associates accounted for using the equity method Overdue dividends not collected by shareholders Net profit for the year ended December 31, 2022 Other comprehensive income (loss) for the year ended December 31, 2022, net of income tax Total comprehensive income (loss) for the year ended December 31, 2022 BALANCE AT DECEMBER 31, 2022 Appropriation of 2022 earnings (Note 22) Legal reserve Cash dividends distributed by the Company - NT$ 1.5 per share Stock dividends distributed by the Company - NT$ 0.3 per share Differences between the actual equity value of subsidiaries acquired or disposed and its carrying amounts. (Note 28) Disposals of investments in equity instruments at fair value through other comprehensive income Changes in recognition of associates accounted for using the equity method Overdue dividends not collected by shareholders Net profit for the year ended December 31, 2023 Other comprehensive income (loss) for the year ended December 31, 2023, net of income tax Total comprehensive income (loss) for the year ended December 31, 2023 BALANCE AT DECEMBER 31, 2023 |
Capital Stock - Common Stock |
Capital Surplus 66,950 - - 56,211 - 340 ( 2) - - - 123,499 - - - 221 - - ( 1) - - - 123,719 |
Retained Earnings | Retained Earnings | Unappropriated Earnings $ 6,092,023 ( 108,808 ) ( 653,609 ) - 1,077 ( 40) - 2,041,395 - 2,041,395 7,372,038 ( 204,243) ( 980,414) ( 196,083) - 1,620 ( 859) - 2,107,758 - 2,107,758 $ 8,099,817 |
Other Equity | Total $ 745,532 - - - ( 1,077) - - - 240,144 240,144 984,599 - - - - ( 1,620) 859 - - ( 176,286) ( 176,286) $ 807,552 |
Total Equity | Total Equity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal Reserve $ 2,607,075 108,808 - - - - - - - - 2,715,883 204,243 - - - - - - - - - $ 2,920,126 |
Special Reserve $ 3,185,793 - - - - - - - - - 3,185,793 - - - - - - - - - - $ 3,185,793 |
Exchange Differences on Translating Foreign Operations ($ 945,843) - - - - - - - 146,367 146,367 ( 799,476) - - - - - - - - ( 210,016) ( 210,016) ($ 1,009,492) |
Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income $ 1,638,872 - - - ( 1,077) - - - 74,103 74,103 1,711,898 - - - - ( 1,620) 859 - - 31,870 31,870 $ 1,743,007 |
Remeasurement of Defined Benefit Plans $ 69,720 - - - - - - - 19,674 19,674 89,394 - - - - - - - - 1,860 1,860 $ 91,254 |
**other ** | ||||||||||||||
| $ 6,536,092 - - - - - - - - - 6,536,092 - - 196,083 - - - - - - - $ 6,732,175 |
$ |
$ |
($ 17,217) - - - - - - - - - ( 17,217) - - - - - - - - - - ($ 17,217) |
$ 19,233,465 - ( 653,609) 56,211 - 300 ( 2) 2,041,395 240,144 2,281,539 20,917,904 - ( 980,414) - 221 - - ( 1) 2,107,758 ( 176,286) 1,931,472 $ 21,869,182 |
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2,281,539 |
|||||||||||||||||||
20,917,904 - ( 980,414) - 221 - - ( 1) 2,107,758 ( 176,286) 1,931,472 |
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| $ | $ 21,869,182 |
The accompanying notes are an integral part of the financial statements.
(Concluded)
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Universal Cement Corporation
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (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 Interest expenses Interest income Dividend income Share of profit or loss of associates accounted for using the equity method Net gain on disposal of property, plant and equipment Net gain on fair value changes of financial assets designated as at fair value through profit or loss Gain on disposal of investment properties Regarded as gain on disposal of associates accounted for using the equity method Impairment loss on assets Gain on lease modification Liquidation Benefit 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 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 |
2023 $ 2,295,668 126,467 3,626 6,377 ) 48,582 5,033 ) 178,687 ) 1,394,594 ) 525 ) 721 ) - - 116,111 - - 5,894 12,017 3,421 ) 880 30,879 ) 8,643 1,600 290 30 ) 22,490 26,036 725 ) - 1,047,312 5,033 690,755 182,537) 1,560,563 |
2022 | ||
|---|---|---|---|---|
( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 2,215,034 123,591 2,415 8,487 35,034 1,775 ) 193,444 ) 1,042,108 ) 3,950 ) 669 ) 107,131 ) 373,540 ) 274,161 93 ) 44,029 ) 983 4,622 ) 232,620 ) 4 38,419 ) 3,252 ) 221 ) 984 ) 30 35,177 60,983 3,084 2) 712,124 1,775 402,700 162,614) 953,985 |
(Continued)
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Universal Cement Corporation STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from the capital reduction of financial assets at fair value through other comprehensive income Increase in financial assets at amortized cost Decrease in financial assets at amortized cost Acquisitions of investments accounted for using the equity method Proceeds from sale of financial assets at fair value through profit or loss Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Payments for intangible assets Payments for investment properties Proceeds from disposal of investment properties Increase in other receivables Decrease in other receivables Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (Repayments) in short-term borrowings Repayments from short-term bills payable Increase in long-term borrowings Proceeds from guarantee deposits received Refund of guarantee deposits received Repayment of the principal portion of lease liabilities Cash dividends paid 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 |
2023 $ 13,213 32,543 ) 180 113 ) 3,595 180,337 ) 686 2,485 ) - - - 220,500 22,696 600,000 ) 565,000 ) 500,000 2,160 405 ) 10,902 ) 980,414 ) 47,492) 1,702,053) 118,794 ) 306,017 $ 187,223 |
2022 | ||
|---|---|---|---|---|
( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( |
$ - 1,160 ) 1,210 169,690 ) - 93,608 ) 6,443 5,688 ) 3,956 ) 161,430 220,500 ) 105,000 220,519) 430,000 260,000 ) 665 1,130 ) 13,437 ) 653,609 ) 34,807) 532,318) 201,148 104,869 $ 306,017 |
The accompanying notes are an integral part of the financial statements.
(Concluded)
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NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (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 15, 2024.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- a. The initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (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 IFRS Accounting Standards endorsed by the FSC for application starting from 2024
| New, Amended and Revised Standards and Interpretations Amendments to IFRS 16 “Leases Liability in a Sale and Leaseback” Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” Amendments to IAS 1 “Non-current Liabilities with Covenants” Amendments to IAS 7 and IFRS 7 “Supplier Finance Arrangements” |
Effective Date Announced by IASB (Note 1) |
|---|---|
| January 1, 2024 (Note 2) January 1, 2024 January 1, 2024 January 1, 2024 (Note 3) |
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Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
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Note 2: A seller-lessee shall apply the Amendments to IFRS 16 retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS 16.
Note 3: The amendments provide some transition relief regarding disclosure requirements.
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As of the date the financial statements were authorized for issue, the Corporation is continuously assessing the possible impact that the application of other standards and interpretations will have on the Corporation’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
- c. The IFRS Accounting Standards in issue but not yet endorsed and issued into effect by the FSC
| New, Amended and Revised Standards and Interpretations Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” Amendments to IFRS 17 Amendments to IFRS 17 “Initial Application of IFRS 9 and IFRS 17 - Comparative Information” Amendments to IAS 21 “Lack of Exchangeability” |
Effective Date Announced by IASB (Note 1) |
|---|---|
| To be determined by IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2025 (Note 2) |
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Note 1: Unless stated otherwise, the above IFRS Accounting Standards are effective for annual reporting periods beginning on or after their respective effective dates.
-
Note 2: An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2025. Upon initial application of the amendments, the entity recognizes any effect as an adjustment to the opening balance of retained earnings. When the entity uses a presentation currency other than its functional currency, it shall, at the date of initial application, recognize any effect as an adjustment to the cumulative amount of translation differences in equity.
As of the date the financial statements were authorized for issue, the Corporation is continuously assessing the possible impact that the application of other standards and interpretations will have on the Corporation’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION
- a. Statement of compliance
The financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
- 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 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, 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 an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
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- 3) Level 3 inputs are unobservable inputs for an asset or liability.
When preparing its financial statements, the Company used the equity method to account for its investments in subsidiaries and associates. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in its financial statements to be the same as the amounts attributable to the owners of the Company in its consolidated financial statements, adjustments arising from the differences in accounting treatments between the parent company only basis and the consolidated basis were made to investments accounted for using the equity method, share of profit or loss of subsidiaries and associates, share of other comprehensive income of subsidiaries and associates and related equity items, as appropriate, in these financial statements.
- 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 Company 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. Business combinations
Acquisitions of businesses are accounted for using the acquisition method. Goodwill is measured as the excess of the sum of the consideration transferred and the fair value of the acquirer’s previously held equity interests in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.If, after re-assessment, the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, and the fair value of the acquirer’s previously held interests in the acquiree, the excess is recognized immediately in profit or loss as a bargain purchase gain.
When a business combination is achieved in stages, the Company’s previously held equity interest in an acquiree is remeasured to fair value at the acquisition date, and the resulting gain or loss is recognized in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognized in other comprehensive income are recognized on the same basis as would be required had those interests been directly disposed of by the Company.
e. Foreign currencies
In preparing the financial statements of each individual Company 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
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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 financial statements, the functional currencies of the Company 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 Company 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. 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.
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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 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.
- h. Investment in associates
An associate is an entity over which the Company has significant influence and that is neither a subsidiary nor an interest in a joint venture.
The Company 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 Company’s share of the profit or loss and other comprehensive income of the associate. The Company also recognizes the changes in the Company’s share of equity of associates.
Any excess of the cost of acquisition over the Company’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 Company’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 Company 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 Company’s proportionate interest in the associate. The Company 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 Company’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 Company’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 Company’s net investment in the associate), the Company discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Company has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.
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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 Company 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 Company 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 Company’s financial statements only to the extent that interests in the associate are not related to the Company.
- i. Property, plant and equipment
Property, plant and equipment are measured at cost, less accumulated depreciation and accumulated impairment loss.
Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for intended use.
Depreciation on property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.
- j. Investment properties
Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties also include land held for a currently undetermined future use.
Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.
For a transfer of classification from property, plant and equipment to investment properties, the deemed cost of the property for subsequent accounting is its carrying amount at the end of owner-occupation.
On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.
- k. Intangible assets
Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in
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estimate accounted for on a prospective basis.
On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
- l. Impairment of property, plant and equipment, investment properties, right-of-use assets and intangible assets
At the end of each reporting period, the Company 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 Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
m. Financial instruments
Financial assets and financial liabilities are recognized when a 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.
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Financial assets at FVTPL are subsequently measured at fair value, with dividends or interest and any remeasurement gains or losses on such financial assets are recognized in other gains or losses. Fair value is determined in the manner described in Note 31.
- ii. Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
-
i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
-
ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, notes receivable, accounts receivable, other receivables and financial assets at amortized cost, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:
-
i) Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and
-
ii) Financial assets that are not credit-impaired on purchase or origination but have subsequently become credit-impaired, for which interest income is calculated by 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 Company 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
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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 Company’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 Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including accounts receivable), as well as contract assets.
The Company always recognizes lifetime expected credit losses (i.e. ECLs) on accounts receivable and contract assets. For all other financial instruments, the Company 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 Company 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 Company determines that the following situations indicate that a financial asset is in default (without taking into account any collateral held by the Company):
-
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 Company 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 Company 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.
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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.
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
a) Subsequent measurement
All the financial liabilities are measured at amortized cost using the effective interest method.
b) Derecognition of financial liabilities
The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
n. Revenue recognition
The Company 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 Company adequately completes all of its contractual obligations. Such retention receivables are recognized as contract assets until the Company satisfies its performance obligations. When the customer initially purchases cement, the transaction price received is recognized as a contract liability until the goods have been delivered to the customer.
o. Leases
At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.
1) The Company 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.
2) The Company as lessee
The Company 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.
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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 Company 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 Company remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the balance sheets.
p. Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
Other than stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.
-
q. Employee benefits
-
1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.
- 2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service costs (including current service cost, as well as gains and losses on settlements) and net interest on the net defined benefit liability (asset) are recognized as employee benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liability (asset) represents the actual deficit (surplus) in the Company’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.
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r. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1) Current tax
The Company 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 Company 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 Company 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.
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5. MATERIAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Company'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.
Based on the assessment of the Company's management, the accounting policies, estimates, and assumptions adopted by the Company has not been subject to material accounting judgements, estimates and assumptions uncertainty.
6. CASH AND CASH EQUIVALENTS
| CASH AND CASH EQUIVALENTS | |||
|---|---|---|---|
| Cash on hand Checking accounts and demand deposits Cash equivalent (investments with original maturities less than 3 months) Time deposits |
December 31 | ||
| 2023 $ 321 186,902 - $ 187,223 |
2022 $ 380 273,392 32,245 |
||
| $ 306,017 |
The ranges of interest rates for time deposits were 4.75%~4.80% on December 31, 2022.
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
| Financial assets mandatorily classified as at FVTPL Non-derivative financial assets Domestic listed shares and emerging market shares |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 4,661 |
2022 $ 7,535 |
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 Domestic investments Privately placed listed shares and emerging market shares Unlisted shares |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 2,262,037 $ 349,700 1,258,877 $ 1,608,577 |
2022 $ 1,858,020 $ 301,600 1,775,212 $ 2,076,812 |
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 Company’s strategy of holding these investments for strategic purposes.
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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 | |
|---|---|---|---|
| 2023 $ 29,993 67 $ 30,060 $ 2,500 4,527 $ 7,027 |
2022 $ - 67 |
||
| $ 67 | |||
| $ - 4,657 |
|||
| $ 4,657 |
-
a. The ranges of interest rates for time deposits and pledged time deposits with original maturities of more ~
-
than 3 months were approximately 1.565% 5.47% and 1.44% per annum as of December 31, 2023 and 2022, 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 | |
|---|---|---|---|
| 2023 $ 30,060 7,027 $ 37,087 |
2022 $ 67 4,657 $ 4,724 |
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, 2023 and 2022, no expected credit losses have been recognized in financial assets measured at amortized cost.
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11. NOTES RECEIVABLE, ACCOUNTS RECEIVABLE (INCLUDING RELATED PARTIES)
| Notes receivable At amortized cost Notes receivable - operating Accounts receivable (Including related parties) At amortized cost Less: Allowance for impairment loss |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 387,881 $ 1,274,290 4,151 $ 1,270,139 |
2022 $ 399,898 $ 1,273,493 11,974 $ 1,261,519 |
a. 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, 2023 and 2022.
b. Accounts receivable (Including related parties)
The average collection period for receivables due to sales was between 30 to 90 days. No interest was charged on accounts receivable.
In order to minimize credit risk, the management of the Company has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the 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.
The following table details the loss allowance of accounts receivables based on the Company’s provision matrix.
December 31, 2023
| Expected credit loss rate Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost |
Less than 30 Days 0.13% $ 908,083 ( 652 ) $ 907,431 |
31 to 60 Days 0.37% $ 253,239 ( 945 ) $ 252,294 |
61 to 90 Days 0.88% $ 69,759 ( 615 ) $ 69,144 |
91 to 120 Days 2.96% $ 37,718 ( 1,118 ) $ 36,600 |
121 to 150 Days 13.41% $ 5,337 ( 716 ) $ 4,621 |
151 to 365 Days 37.51%~ 54.09% $ 154 ( 105 ) $ 49 |
Over 365 Days 100% $ - - $ - |
**Total ** | |
|---|---|---|---|---|---|---|---|---|---|
| $1,274,290 ( 4,151 ) $1,270,139 |
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December 31, 2022
| Expected credit loss rate Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost |
Less than 30 Days 0.1% $ 943,250 ( 425 ) $ 942,825 |
31 to 60 Days 0.27% $ 216,241 ( 579 ) $ 215,662 |
61 to 90 Days 0.67% $ 80,809 ( 543 ) $ 80,266 |
91 to 120 Days 2.17% $ 8,436 ( 183 ) $ 8,253 |
121 to 150 Days 10.58% $ 714 ( 76 ) $ 638 |
151 to 365 Days 31.99%~ 44.98% $ 22,195 ( 8,320 ) $ 13,875 |
Over 365 Days 100% $ 1,848 ( 1,848 ) $ - |
**Total ** |
|---|---|---|---|---|---|---|---|---|
| $1,273,493 ( 11,974 ) $1,261,519 |
The movements of the loss allowance of contract asset and accounts receivable (Including related parties) were as follows:
For the year of 2023
| Balance at January 1 Less: Reversal for the year Less: Written off for the year Balance at December 31 For the year of 2022 Balance at January 1 Add: Allowance (reversal) for the year Balance at December 31 |
Contract Asset $ 1,548 ( 1,178 ) - $ 370 Contract Asset (Including relatedparties) $ 1,745 ( 197) $ 1,548 |
Accounts Receivable (Including relatedparties) $ 11,974 ( 5,199 ) ( 2,624) $ 4,151 Accounts Receivable (Including relatedparties) $ 3,290 8,684 $ 11,974 |
Total | |
|---|---|---|---|---|
| ( ( |
$ 13,522 6,377 ) 2,624) $ 4,521 Total |
|||
| ( | $ 5,035 8,487 $ 13,522 |
12. INVENTORIES
| Finished goods Work in process Raw materials and supplies |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 124,393 8,932 202,424 $ 335,749 |
2022 $ 90,126 22,615 192,129 |
||
| $ 304,870 |
The cost of inventories recognized as cost of goods sold for the years ended December 31, 2023 and 2022 was $ 4,721,870 thousand and $ 4,533,229 thousand, respectively.
- 27 -
13. INVESTMENTS ACCOUNTED FOR USING THE 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 Development Corporation. Tainan Concrete Industrial Corporation |
December 31 | December 31 | |
|---|---|---|---|
| 2023 2022 $ 2,594,020 $ 2,022,509 10,804,541 10,618,473 $ 13,398,561 $ 12,640,982 **December 31 ** |
2022 $ 2,022,509 10,618,473 |
||
| $ 12,640,982 | |||
| 2023 $ 41,180 117,559 98,146 872,621 339,014 18,940 19,281 1,087,279 $ 2,594,020 |
2022 $ 40,488 115,686 98,997 705,049 330,170 34,327 19,467 678,325 |
||
| $ 2,022,509 |
| Chiayi Concrete Industrial Corporation Huanchung Cement International Corporation Kaohsiung Harbor Transport Company Universal Investment Corporation Universal Concrete Industrial Corporation (a) Uneo Incorporated Li Yong Development Corporation. Tainan Concrete Industrial Corporation (b) |
Proportion of Ownership and Voting Rights Percentage |
|---|---|
| December 31 | |
| 2023 2022 86.63% 86.63% 69.99% 69.99% 100.00% 100.00% 100.00% 100.00% 58.18% 58.12% 100.00% 100.00% 100.00% 100.00% 67.45% 67.45% |
-
a. The Company acquired 8 thousand shares held by the non-controlling interest of Universal Concrete Industrial Corp. in November 2023, resulting in an increase in shareholding ratio. Please refer to Note 28.
-
b. The Company acquired 759 thousand shares held by the non-controlling interest of Tainan Concrete Industrial Corp. from January to September in 2022, resulting in an increase in shareholding ratio. In addition, the company acquired control of Tainan Concrete Industrial Corp. in March 2022 and included in subsidiaries. Please refer to Note 27.
-
b. Investments in Associates
| Unlisted companies Material associate Lioho Machine Works Ltd. |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 10,804,541 |
2022 $ 10,618,473 |
- 28 -
- Material associates
| Material associates | |
|---|---|
| Name of Associate Lioho Machine Works Ltd. |
Proportion of Ownership and Voting Rights |
| **December 31 ** | |
| 2023 2022 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 | |
|---|---|---|---|
| 2023 $ 36,184,500 For the Year Ended |
2022 $ 35,561,344 |
||
| December 31 | |||
( |
2023 $ 10,690,916 $ 2,815,952 $ 689,919 ) $ 447,907 |
2022 $ 12,040,246 |
|
| $ 2,756,092 | |||
| $ 547,750 | |||
| $ 179,162 |
- Associates that are not individually significant - 2022
| Share of the company Net profit for the year and total comprehensive income |
Amount | |
|---|---|---|
| $ 411 |
Profit and Loss of affiliated enterprise of equity method and other comprehensive P&L are recognized according to the financial statements of respective affiliated enterprises under the same period which is audited by CPA. The company acquired control of Tainan Concrete Industrial Corp. in March 2022 and included in subsidiaries. Please refer to Note 27.
- 29 -
14. PROPERTY, PLANT AND EQUIPMENT
| Cost Balance at January 1, 2022 Additions Disposals Balance at December 31, 2022 Accumulated depreciation and impairment Balance at January 1, 2022 Depreciation expense Disposals Impairment loss Balance at December 31, 2022 Carrying amounts at December 31, 2022 Cost Balance at January 1, 2023 Additions Disposals Reclassification Balance at December 31, 2023 Accumulated depreciation and impairment Balance at January 1, 2023 Depreciation expense Disposals Impairment loss Balance at December 31, 2023 Carrying amounts at December 31, 2023 |
Land $ 4,387,508 2,105 2,493) $ 4,387,120 $ - - - - $ - $ 4,387,120 $ 4,387,120 - - - $ 4,387,120 $ - - - - $ - $ 4,387,120 |
Buildings $ 2,007,469 2,618 - $ 2,010,087 $ 1,136,160 28,532 - - $ 1,164,692 $ 845,395 $ 2,010,087 4,858 - 23,771 $ 2,038,716 $ 1,164,692 28,738 - - $ 1,193,430 $ 845,286 |
Machinery and equipment $ 3,220,248 20,788 300) $ 3,240,736 $ 3,009,792 33,356 300) - $ 3,042,848 $ 197,888 $ 3,240,736 20,822 8,356) - $ 3,253,202 $ 3,042,848 34,668 8,356) - $ 3,069,160 $ 184,042 |
Transportation equipment $ 502,981 9,474 ( 179) $ 512,276 $ 364,379 27,581 ( 179) - $ 391,781 $ 120,495 $ 512,276 40,471 ( 3,902) - $ 548,845 $ 391,781 29,455 ( 3,741) - $ 417,495 $ 131,350 |
Other equipment $ 748,464 10,310 2,761) $ 756,013 $ 545,859 20,019 2,761) - $ 563,117 $ 192,896 $ 756,013 31,597 6,692) 21,182 $ 802,100 $ 563,117 21,795 6,692) - $ 578,220 $ 223,880 |
Construction inprogress $ 922,295 37,993 - $ 960,288 $ 103,005 - - 274,161 $ 377,166 $ 583,122 $ 960,288 68,020 - 44,953) $ 983,355 $ 377,166 - - 116,111 $ 493,277 $ 490,078 |
**Total ** | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( |
( ( ( ( |
( ( ( ( |
( ( ( ( |
( |
( ( ( ( |
$ 11,788,965 83,288 5,733) $ 11,866,520 $ 5,159,195 109,488 3,240) 274,161 $ 5,539,604 $ 6,326,916 $ 11,866,520 165,768 18,950) - $ 12,013,338 $ 5,539,604 114,656 18,789) 116,111 $ 5,751,582 $ 6,261,756 |
There are indications of impairment due to the expected lower production capacity of certain equipment in our Lujhu gypsum board plant. Therefore, the Group performed an impairment test in 2023 and 2022, recognized an impairment loss of $116,111 thousand and $274,161 thousand, included in non-operating expenses.
The future recoverable amount is determined using the replacement cost method, taking into account all costs required to replace or build an entirely new asset under the current condition, less the physical depreciation, functional depreciation, and economic depreciation incurred to the assets of appraisal.
The above items of property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives as follows:
Buildings Main buildings 20-60 years Outbuildings and construction 2-16 years Engineering systems 9-16 years Machinery and equipment 2-17 years Transportation equipment 2-7 years Other equipment 2-20 years
- 30 -
15. LEASE ARRANGEMENTS
a. Right-of-use assets
| Carrying amounts Buildings Transportation equipment Additions to right-of-use assets Depreciation charge for right-of-use assets Buildings Transportation equipment |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 40,878 16,646 $ 57,524 For the Year Ended |
2022 $ 47,282 11,275 |
||
| $ 58,557 | |||
| December 31 | |||
| 2023 $ 10,211 $ 7,754 3,490 $ 11,244 |
2022 $ 55,298 |
||
| $ 9,868 3,668 |
|||
| $ 13,536 |
Except for depreciation expenses added and recognized above, the right-of-use asset did not encounter underlying sub-lease or loss in value in 2023 and 2022.
- b. Lease liabilities
| Carrying amounts Current Non-current Ranges of discount rates for lease liabilities were as follows: Buildings Transportation equipment Other lease information Expenses relating to short-term leases Expenses relating to low-value assets leases Total cash outflow for leases |
December 31 | December 31 | December 31 | |
|---|---|---|---|---|
| 2023 2022 $ 11,760 $ 10,587 $ 46,306 $ 48,170 December 31 |
2022 $ 10,587 |
|||
| $ 48,170 | ||||
| 2023 0.9% 0.9%~1.7885% For the Year Ended |
2022 0.9% 0.9%~1% December 31 2022 $ 10,893 $ 208 $ 24,894 |
|||
| 2023 $ 21,142 $ 502 $ 33,037 |
- c. Other lease information
The Company leases certain assets which qualify as short-term leases and low-value asset leases. The Company has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.
- 31 -
16. INVESTMENT PROPERTIES
| Cost Balance at January 1 , 2022 Additions Disposals Balance at December 31, 2022 Accumulated depreciation and impairment Balance at January 1 , 2022 Depreciation expense Disposals Balance at December 31, 2022 Carrying amounts at December 31, 2022 Cost Balance at January 1 and December 31, 2023 Accumulated depreciation and impairment Balance at January 1, 2023 Depreciation expense Balance at December 31, 2023 Carrying amounts at December 31, 2023 |
Land $ 732,094 3,956 72,201) $ 663,849 $ 61,135 - 17,903) $ 43,232 $ 620,617 Land $ 663,849 $ 43,232 - $ 43,232 $ 620,617 |
Buildings $ 116,602 - 18,375) $ 98,227 $ 101,945 567 18,374) $ 84,138 $ 14,089 Buildings $ 98,227 $ 84,138 567 $ 84,705 $ 13,522 |
Total | |||
|---|---|---|---|---|---|---|
| ( ( |
( ( |
( ( |
$ 848,696 3,956 90,576) $ 762,076 $ 163,080 567 36,277) $ 127,370 $ 634,706 Total |
|||
| $ 762,076 $ 127,370 567 $ 127,937 $ 634,139 |
As of December 31, 2023 and 2022, the Company has not yet completed the property registration of the land both amounting to $95,795 thousand, because of the restriction in the regulations but the property has been secured with mortgage registration.
The Company sold the land of Gangzitou Section, Liujia District, Tainan City to non-related party in September 2022. The gains on the sale were $107,131 thousand, included in non-operating income.
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, 2023 and 2022 were $1,612,019 thousand and $1,928,769 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 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.
- 32 -
The maturity analysis of lease payments receivable under operating leases of investment properties were as follows:
| follows: | |||
|---|---|---|---|
| Year 1 Year 2 Year 3 Year 4 Year 5 Year 5 onwards |
December 31 | ||
| 2023 $ 11,073 6,688 6,701 6,701 6,801 3,451 $ 41,415 |
2022 $ 10,761 6,762 6,628 6,689 6,689 10,234 $ 47,763 |
17. OTHER INTANGIBLE ASSETS
| Licenses and | Licenses and | Computer | Computer | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Patents | Franchises | Trademarks | Software |
Total | ||||||
| Cost | ||||||||||
| Balance at January 1, 2022 | $ 8,158 | $ 5,762 | $ 20 | $ 5,798 | $ 19,738 | |||||
| Additions | 270 | - | 24 | 5,394 | 5,688 | |||||
| Balance at December 31, 2022 |
$ 8,428 |
$ 5,762 |
$ 44 |
$ 11,192 |
||||||
| $ 25,426 | ||||||||||
| Accumulated amortization | ||||||||||
| Balance at January 1, 2022 | $ 4,870 | $ 3,868 | $ 11 | $ 2,938 | $ 11,687 | |||||
| Amortization expense | 735 | 236 | 3 | 1,441 | 2,415 | |||||
| Balance at December 31, 2022 |
$ 5,605 |
$ 4,104 |
$ 14 |
$ 4,379 |
||||||
| $ 14,102 | ||||||||||
| Carrying amounts at December 31, 2022 |
$ 2,823 |
$ 1,658 |
$ 30 |
$ 6,813 |
||||||
| $ 11,324 | ||||||||||
| Cost | ||||||||||
| Balance at January 1, 2023 | $ 8,428 | $ 5,762 | $ 44 | $ 11,192 | $ 25,426 | |||||
| Additions | 423 | - | - | 2,062 | 2,485 | |||||
| Balance at December 31, 2023 |
$ 8,851 |
$ 5,762 |
$ 44 |
$ 13,254 |
||||||
| $ 27,911 | ||||||||||
| Accumulated amortization | ||||||||||
| Balance at January 1, 2023 | $ 5,605 | $ 4,104 | $ 14 | $ 4,379 | $ 14,102 | |||||
| Amortization expense | 679 | 237 | 4 | 2,706 | 3,626 | |||||
| Balance at December 31, 2023 |
$ 6,284 |
$ 4,341 |
$ 18 |
$ 7,085 |
||||||
| $ 17,728 | ||||||||||
| Carrying amounts at December 31, 2023 |
$ 2,567 |
$ 1,421 |
$ 26 |
$ 6,169 |
||||||
| $ 10,183 |
| 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 | 2-3 years |
- 33 -
18. BORROWINGS
a. Short-term borrowings
| Unsecured borrowings Line of credit borrowings |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2023 $ 1,610,000 |
2022 $ 2,210,000 |
The range of interest rates was 1.75%~1.82% and 1.60%~1.92% per annum as of December 31, 2023 and 2022.
- b. Short-term bills payable
| Commercial papers Less: Unamortized discount on bills payable |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 235,000 113 $ 234,887 |
2022 $ 800,000 739 $ 799,261 |
The Company did not provide any collateral over these balance.
Outstanding short-term bills payable as follows:
| Promissory Institutions Nominal Amount December 31, 2023 Taiwan Finance Co., Ltd. $ 80,000 Mega Bills Finance Co., Ltd. 155,000 $ 235,000 December 31, 2022 International Bills Finance Corporation $ 300,000 Mega Bills Finance Corporation 500,000 $ 800,000 Long -term borrowings - December 31, 2023 Unsecured loans Line of credit borrowings Less: Long-term borrowings due within one year Long-term borrowings |
Discount Amount $ 28 85 $ 113 $ 281 458 $ 739 |
Carrying Value | Interest Rate | |
|---|---|---|---|---|
| $ 79,972 154,915 $ 234,887 $ 299,719 499,542 $ 799,261 |
1.798% 1.828% 2.138% 2.088% Amount |
|||
| $ 500,000 500,000 |
||||
| $- |
- c. Long -term borrowings - December 31, 2023
The Company acquired new bank loans in February and September of 2023, amounting to $280,000 thousand and $220,000 thousand respectively. These loans are due in March and October 2024, with an annual interest rate of 1.795%.
- 34 -
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 business tax Payable for equipment Payable for taxes Payable for annual leave Payable for utility bills Others Other liabilities Temporary receipts Receipts in advance Others |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 100,928 38,672 42,971 42,971 40,064 17,122 11,194 9,002 8,277 7,631 25,021 $ 343,853 $ 14,066 6,829 54 $ 20,949 |
2022 $ 101,311 38,922 31,290 31,290 26,635 23,027 10,336 17,658 6,247 7,958 21,820 |
||
| $ 316,494 | |||
| $ 21,616 - 58 |
|||
| $ 21,674 |
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’ 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 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.
- 35 -
In 2022, our company fully settled all employee retirement benefits and applied to the Bureau of Labor Insurance, MOL to close the pension fund. As of December 31, 2023, we are currently awaiting approval from the bureau to receive the remaining balance in the pension fund.
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 |
|---|---|
| 2023 2022 $ - $ - ( 6,697) ( 6,697) ($ 6,697) ($ 6,697) |
Movements in net defined benefit liability were as follows:
| Balance at January 1, 2022 Service cost Current service cost Liquidation Benefit Interest expenses (income) Components of defined benefit costs recognized in profit or loss Contributions from the employer Settlement Balance atDecember31, 2022 Balance at January 1 and December31, 2023 |
Present Value of the Defined Benefit Obligation $ 223,889 2,741 ( 29,800 ) 1,679 ( 25,380) - ( 198,509) $ - $ - |
Fair Value of the Plan Assets ($ 186,555 ) - ( 14,229 ) ( 1,422) ( 15,651) ( 3,000 ) 198,509 ($ 6,697) ($ 6,697) |
Net Defined Benefit Liability |
|||
|---|---|---|---|---|---|---|
| $ 37,334 2,741 ( 44,029 ) 257 ( 41,031) ( 3,000 ) - ($ 6,697) ($ 6,697) |
||||||
An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans for the Year Ended December 31, 2022 is as follows:
| Operating costs Selling and marketing expenses General and administrative expenses Research and development expenses |
Amount | |
|---|---|---|
| ( ( ( ( ( |
$ 25,369) 6,804) 7,415) 1,443) $ 41,031) |
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 deposits 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
- 36 -
return on the plan’s debt investments.
- 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:
| Discount rate Expected rate of salary increase |
December 31 2022 |
|---|---|
| 1.4% 4% |
22. EQUITY
- a. Share capital
| Number of shares authorized (thousands) Capital stock authorized Number of shares issued and fully paid (thousands) Capital stock issued |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2023 1,000,000 $ 10,000,000 673,217 $ 6,732,175 |
2022 1,000,000 |
||
| $ 10,000,000 | |||
| 653,609 | |||
| $ 6,536,092 |
On June 16, 2023, the shareholders' meeting passed a resolution for the 2022 earnings distribution proposal of the Group, with the distribution of 19,608 thousand shares in stock dividends and par value NT$ 10 per share. The paid-in share capital following the capital increase attaining NT$6,732,175 thousand. The above capitalization of retained earnings was approved by the Securities and Futures Bureau of the Financial Supervisory Commission with effective registration on July 3, 2023, and with July 29, 2023 approved by a resolution of the Board of Directors as the capital increase record date.
b. 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 capital surplus of associates Overdue dividends not collected by shareholders |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2023 $ 21,606 57,377 22,260 22,476 $ 123,719 |
2022 $ 21,606 57,156 22,260 22,477 |
||
| $ 123,499 |
- 37 -
-
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 Articles, where 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.
When a special reserve is appropriated for cumulative net debit balance reserves from prior period and cumulative net increases in fair value measurement of investment properties from prior period, the sum of net profit for current period and items other than net profit that are included directly in the unappropriated earnings for current period is used if the prior unappropriated earnings is not sufficient.
The appropriations of 2022 and 2021 earnings have been approved in the shareholders’ meetings on June 16, 2023 and June 14, 2022, respectively. The appropriations and dividends per share were as follows:
| follows: | ||||
|---|---|---|---|---|
| Legal reserve Cash dividends Stock dividends Cash dividends per share (NT$) Stock dividends per share (NT$) |
2022 $ 204,243 $ 980,414 $ 196,083 $ 1.5 $ 0.3 |
2021 | ||
| $ 108,808 $ 653,609 $ - $ 1 $ - |
The appropriation of earnings for 2023 had been proposed by the Company’s board of directors on March 15, 2024. The appropriation and dividends per share were as follows:
| Legal reserve Cash dividends Stock dividends Cash dividends per share (NT$) Stock dividends per share (NT$) |
2023 | |
|---|---|---|
| $ 210,852 $ 1,211,791 $ 134,643 $ 1.8 $ 0.2 |
The appropriation of earnings for 2023 will subject to the resolution of the shareholders’ meeting.
- 38 -
d. Special reserves
| Special reserves | |||
|---|---|---|---|
| First-time adoption IFRSs | **December 31 ** | ||
| 2023 $ 3,185,793 |
2022 $ 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 December 31 ** | **For the year Ended December 31 ** |
|---|---|---|
| 2023 ( $ 799,476) ( 210,016) ( $ 1,009,492) |
2022 ( $ 945,843) 146,367 |
|
| ( $ 799,476) |
- 2) Unrealized gain (loss) on financial assets at FVTOCI
| Balance at January 1 Recognized for the year Unrealized gain (loss) - equity instruments Share from subsidiaries and 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. Reclassification of equity instruments from associates accounted for using the equity method to retained Earnings Balance at December 31 |
For the year Ended | December 31 |
|---|---|---|
| 2023 $ 1,711,898 ( 62,751) 94,621 31,870 ( 1,620) 859 $ 1,743,007 |
2022 $ 1,638,872 143,686 ( 69,583) 74,103 ( 1,077) - $ 1,711,898 |
- 3) Remeasurement of defined benefit plans
| Balance at January 1 Share from associates accounted for using the equity method Balance at December 31 |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2023 $ 89,394 1,860 $ 91,254 |
2022 $ 69,720 19,674 $ 89,394 |
- 39 -
4) Other equity items
Balance at January 1 and December 31
For the Year Ended December 31 2023 2022 $ (17,217) $ (17,217)
23. REVENUE
Revenue from contracts with customers Revenue from sale of goods
For the Year Ended December 31 2023 2022 $ 6,007,860 $ 5,710,196
a. Disaggregation of revenue
| Concrete Cement Gypsum Board panels Other |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2023 $ 4,087,151 844,195 1,053,982 22,532 $ 6,007,860 |
2022 $ 3,952,238 800,911 934,356 22,691 |
||
| $ 5,710,196 |
b. Contract balances
| Notes and accounts receivable (Including related parties) Contract assets - current Sale of goods Less: Allowance for impairment loss Contract assets from related parties Sale of goods Less: Allowance for impairment loss Contract liabilities - current Sale of goods |
December 31 2023 2022 $ 1,658,020 $ 1,661,417 $ 1,850 $ 2,198 370 439 1,480 1,759 - 5,546 - 1,109 - 4,437 $ 1,480 $ 6,196 $ 530 $ 240 |
January 1 | ||
|---|---|---|---|---|
| 2023 $ 1,658,020 $ 1,850 370 1,480 - - - $ 1,480 $ 530 |
2022 $ 1,432,859 $ 3,181 636 2,545 5,546 1,109 4,437 $ 6,982 $ 1,224 |
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 | |
|---|---|---|---|
| 2023 20% $ 1,850 ( 370) $ 1,480 |
2022 20% $ 7,744 ( 1,548) $ 6,196 |
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24. PROFIT BEFORE INCOME TAX
a. Interest income
| Bank deposits Related parties loans Others |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2023 $ 2,299 2,734 - $ 5,033 |
2022 $ 571 1,178 26 |
||
| $ 1,775 |
b. Other income
| Dividend income Remuneration of directors Rental income - investment properties (Note 16) Others |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2023 $ 178,687 18,235 13,734 7,949 $ 218,605 |
2022 $ 193,444 7,624 15,419 7,729 |
||
| $ 224,216 |
c. Other gains and losses
| Net foreign exchange gains Gain on disposal of property, plant and equipment Gain on disposal of investment property interests Gain (Loss) in financial assets Financial assets mandatorily classified as at FVTPL Gain on disposal of associates Impairment loss Development and design expenses Others |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
( ( ( |
2023 $ 518 525 - 721 - 116,111) ( - ( 2,712) ( $ 117,059) ( |
2022 $ 2,548 3,950 107,131 669 373,540 274,161) 5,143) 4,554) |
|
$ 203,980) |
- d. Interest expense
| Interest on loans Interest on lease liabilities Depreciation and amortization Property, plant and equipment Right-of-use assets Investment properties Intangible assets |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2023 $ 48,091 491 $ 48,582 For the Year Ended |
2022 $ 34,678 356 |
||
| $ 35,034 | |||
| December 31 | |||
| 2023 $ 114,656 11,244 567 3,626 $ 130,093 |
2022 $ 109,488 13,536 567 2,415 |
||
| $ 126,006 |
e. Depreciation and amortization
(Continued)
- 41 -
| 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 |
$ 96,774 29,126 567 $ 126,467 $ 572 3,054 $ 3,626 |
$ 95,036 27,988 567 |
|---|---|---|
| $ 123,591 | ||
| $ 378 2,037 |
||
| $ 2,415 |
f. Employee benefits expense
| Short-term benefits Salaries Labor and health insurance Others Post-employment benefits Defined contribution plans Defined benefit plans (Note 21) An analysis of employee benefits expense - by function Operating costs Operating expenses |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2023 $ 444,832 42,690 65,131 552,653 20,042 - 20,042 $ 572,695 For the Year Ended |
2022 $ 417,440 38,682 50,570 |
||
| 506,692 | |||
| 17,086 (41,031) |
|||
| (23,945) | |||
| $ 482,747 | |||
| December 31 | |||
| 2023 $ 349,042 223,653 $ 572,695 |
2022 $ 301,763 180,984 |
||
| $ 482,747 |
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, 2023 and 2022 have been approved on March 15, 2024 and March 16, 2023 respectively as follows:
Accrual rate
| Accrual rate | |||
|---|---|---|---|
| Employees’ compensation Remuneration of directors Amount Employees’ compensation Remuneration of directors |
For the Year Ended December 31 | ||
| 2023 2022 1.8% 1.37% 1.8% 1.37% For the Year Ended December 31 |
|||
| 2023 $ 42,971 $ 42,971 |
2022 $ 31,290 $ 31,290 |
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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, 2022 and 2021.
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 |
**For the Year Ended ** | **For the Year Ended ** | **December 31 ** |
|---|---|---|---|
( ( |
2023 $ 170,697 25,818 5,359) 191,156 3,246) $ 187,910 |
2022 $ 155,275 11,814 1,105 168,194 5,445 $ 173,639 |
A reconciliation of accounting profit and income tax expenses is as follows:
| Profit before tax Income tax expense calculated at the statutory rate Non-deductible expenses (income) in determining taxable income Tax-exempt income Temporary difference Land value increment tax Income tax on unappropriated earnings Adjustments for prior years’ tax b. Current tax liabilities Current tax liabilities Income tax payable |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
( ( ( |
2023 2022 $ 2,295,668 $ 2,215,034 $ 459,133 $ 443,006 279,063 ) ( 283,263 ) 35,737 ) ( 56,883 ) 23,118 54,210 - 3,650 25,818 11,814 5,359) 1,105 $ 187,910 $ 173,639 **December 31 ** |
||
| 2023 $ 121,251 |
2022 $ 112,632 |
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c. Deferred tax assets and liabilities
The movements of deferred tax assets and deferred tax liabilities were as follows:
For the year of 2023
| Deferred Tax Assets Temporary differences Unrealized exchange losses Unrealized payable promotion expenses Defined benefit obligation Others Deferred Tax Liabilities Temporary differences Land value increment tax Defined benefit obligation Unrealized exchange gains For the year of 2022 Deferred Tax Assets Temporary differences Unrealized exchange losses Unrealized payable promotion expenses Defined benefit obligation Others Deferred Tax Liabilities Temporary differences Land value increment tax Defined benefit obligation Unrealized exchange gains |
Opening Balance $ - 5,327 5,545 379 $ 11,251 $ 1,081,490 6,884 617 $ 1,088,991 Opening Balance $ 98 2,076 14,351 177 $ 16,702 $ 1,082,113 6,884 - $ 1,088,997 |
Recognized in Profit or Loss $ 160 2,686 - ( 217) $ 2,629 $ - - ( 617) ($ 617) Recognized in Profit or Loss ( $ 98 ) 3,251 ( 8,806 ) 202 ($ 5,451) ( $ 623 ) - 617 ($ 6) |
Recognized in Other Comprehensive Income $ - - - - $ - $ - - - $ - Recognized in Other Comprehensive Income |
Recognized in Other Comprehensive Income $ - - - - $ - $ - - - $ - Recognized in Other Comprehensive Income |
Closing Balance $ 160 8,013 5,545 162 $ 13,880 $ 1,081,490 6,884 - $ 1,088,374 Closing Balance $ - 5,327 5,545 379 $ 11,251 $ 1,081,490 6,884 617 $ 1,088,991 |
Closing Balance $ 160 8,013 5,545 162 $ 13,880 $ 1,081,490 6,884 - $ 1,088,374 Closing Balance $ - 5,327 5,545 379 $ 11,251 $ 1,081,490 6,884 617 $ 1,088,991 |
Closing Balance $ 160 8,013 5,545 162 $ 13,880 $ 1,081,490 6,884 - $ 1,088,374 Closing Balance $ - 5,327 5,545 379 $ 11,251 $ 1,081,490 6,884 617 $ 1,088,991 |
|
|---|---|---|---|---|---|---|---|---|
| ( ( ( ( ( |
$ - - - - $ - $ - - - $ - |
$ - 5,327 5,545 379 $ 11,251 $ 1,081,490 6,884 617 $ 1,088,991 |
- 44 -
- 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 Losses of Inventory valuation and obsolescence Impairment losses on assets |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 34,027 671,469 $ 705,496 |
2022 $ 34,027 555,539 $ 589,386 |
- g. Income tax examinations
The tax returns of the Company through 2021 have been assessed by the tax authorities.
26. EARNINGS PER SHARE
The average number of shares outstanding for EPS calculation has been retroactively adjusted for the issuance of stock dividends and employee stock bonuses. The date is on July 29, 2023. The basic and diluted earnings per share from January 1 to December 31, 2022 were adjusted retrospectively were as follows:
| Basic earnings per share Diluted earnings per share |
Unit: NT$ Per Share Before Retrospective Adjustment After Retrospective Adjustment $ 3.12 $ 3.03 $ 3.11 $ 3.02 |
Unit: NT$ Per Share Before Retrospective Adjustment After Retrospective Adjustment $ 3.12 $ 3.03 $ 3.11 $ 3.02 |
Unit: NT$ Per Share Before Retrospective Adjustment After Retrospective Adjustment $ 3.12 $ 3.03 $ 3.11 $ 3.02 |
|
|---|---|---|---|---|
| $ 3.03 $ 3.02 |
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 Number of shares |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2023 $ 2,107,758 |
2022 $ 2,041,395 |
| 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 |
Unit: Thousand shares For the Year Ended December 31 |
Unit: Thousand shares For the Year Ended December 31 |
Unit: Thousand shares For the Year Ended December 31 |
|---|---|---|---|
| 2023 673,217 1,801 675,018 |
2022 673,217 1,747 |
||
| 674,964 |
- 45 -
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. ACQUISITION OF SUBSIDIARIES
The Company originally held an equity interest in Tainan Concrete Industrial Corporation, which was accounted for using the equity method as an associate. However, in March 2022, the Company acquired additional shares in Tainan Concrete for a cash consideration of $22,080 thousand, increasing its ownership interest from 48.75% to 51.95% (which has since increased to 67.45% as of December 31, 2022). With majority voting rights and control obtained, Tainan Concrete is now considered a subsidiary of the Company. The gains on disposal of associates by using equity method were $373,540 thousand. For further details, please refer to Note 28 of the Company's consolidated financial statements for the year ended 2023.
28. PARTIAL ACQUISITION OR DISPOSAL OF SUBSIDIARIES WITHOUT CHANGE OF CONTROL
In November 2023 and from May to July 2023, the Group acquired shares held by the non-controlling interest of Universal Concrete Industrial Corporation and Tainan Concrete Industrial Corporation, respectively. And its shareholding increased from 58.12% to 58.18% and from 51.95% to 67.45%, respectively.
The above transactions were accounted for as equity transactions since there was no change in the Corporation’s control over these subsidiaries. Refer to the note 29 of the consolidated financial statements for the year ended December 31, 2022 for the disclosures of equity movements of subsidiaries.
29. CASH FLOWS INFORMATION
Cash used in obtaining property, plant and equipment by the Company during 2023 and 2022 was as below:
| Increase in property, plant and equipment Increase (decrease) in payables on equipment Increase in prepaid on equipment Total cash paid |
**For the Year Ended ** | **For the Year Ended ** | **December 31 ** |
|---|---|---|---|
( |
2023 $ 165,768 858 ) 15,427 $ 180,337 |
2022 $ 83,288 3,576 6,744 |
|
| $ 93,608 |
30. 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.
- 46 -
31. FINANCIAL INSTRUMENTS
- a. Fair value of financial instruments that are not measured at fair value
The Company believes that the carrying amounts of financial instruments that are not measured at fair value, including cash and cash equivalents, accounts receivable, financial assets at amortized cost, short-term loans, short-term bills payable, accounts payable, long-term borrowings due within one year, 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, 2023
| Financial assets at FVTPL Listed shares Financial assets at FVTOCI Investments in equity instruments Listed shares Unlisted shares December 31, 2022 Financial assets at FVTPL Listed shares Financial assets at FVTOCI Investments in equity instruments Listed shares Unlisted shares |
Level 1 $ 4,661 $ 2,262,037 - $ 2,262,037 Level 1 $ 7,535 $ 1,858,020 - $ 1,858,020 |
Level 2 $ - $ 349,700 - $ 349,700 Level 2 $ - $ 301,600 - $ 301,600 |
Level 3 $ - $ - 1,258,877 $ 1,258,877 Level 3 $ - $ - 1,775,212 $ 1,775,212 |
Total | ||||
|---|---|---|---|---|---|---|---|---|
| $ 4,661 $ 2,611,737 1,258,877 $ 3,870,614 **Total ** |
||||||||
| $ 7,535 $ 2,159,620 1,775,212 $ 3,934,832 |
There were no transfers between Level 1 and 2 in 2022 and 2023.
- 2) Adjustments for financial instruments measured using level 3 fair value
Financial assets at fair value through other comprehensive income.
| Balance at January 1 Recognized in other comprehensive income (unrealized valuation gain or loss on financial assets at fair value through other comprehensive income) Recognized in income (dividend income) Return of capital from reduction of share capital Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
( ( |
2023 $ 1,775,212 514,868 ) 11,746 13,213 ) $ 1,258,877 |
2022 $ 1,438,886 336,326 - - $ 1,775,212 |
- 47 -
- 3) Input and measurement technique of Level 2 fair value measurement.
Category of financial instrument Measurement technique and input value Investment of Equity Instrument Purchase of stock via private offering which is subject to a three-year-lock-up period. In light of the impact on the target to be measured due to the restriction of transaction, a discount is imposed to reflect the restricted liquidity of the stock. The target to be measure is the stock of a public listed company. The Closing price at the day of measurement was adopted as the fair value of an unrestricted stock price. The fair value of the restricted stock price is then derived via the Black-Scholes model.
- 4) Valuation techniques and inputs applied for Level 3 fair value measurement
The fair values of unlisted equity securities in ROC was estimated by the marketing valuation method. This method is based on the industry category, evaluation and operations of similar companies, or the net equity of the companies.
- 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 (Note 1) Financial assets at FVTOCI – Equity instruments Financial liabilities Financial liabilities at amortized cost (Note 2) |
**December 31 ** |
|---|---|
| 2023 2022 $ 4,661 $ 7,535 1,882,812 2,194,020 3,870,614 3,934,832 3,378,388 3,991,188 |
-
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).
-
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, long-term borrowings due within one year and bonds payable and guarantee deposits received.
-
d. Financial Risk Management Objectives and Policies
The Company’s major financial instruments include equity investments, accounts receivable, accounts payables, loans and lease liabilities. The financial management department of the Company 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).
- 48 -
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 ** |
|---|---|
| 2023 2022 |
|
| $ 37,087 $ 36,969 292,953 858,018 162,808 241,573 2,110,000 2,210,000 |
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 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 $ 2,262,037 thousand and $ 1,858,020 thousand, had been 1% higher/lower, the pre-tax other comprehensive income for the year ended December 31, 2023 and 2022 would have increased/decreased by $ 22,620 thousand and $ 18,580 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.
As at the end of the reporting period, the Company’s maximum exposure to credit risk is due to the failure of counterparties to discharge an obligation, which is from the carrying amount of financial assets are recognized from independent financial reports.
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
- 49 -
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 11.
The Company has no significant concentration of credit risk. As of 31 December 2023 and 2022, the maximum exposure of the Company for engaging in endorsement/guarantee was NT$130,000 thousand and NT$230,000 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 non-derivative 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, 2023
| Non-derivative financial liabilities Non-interest bearing Lease liabilities Variable interest rate liabilities Fixed interest rate liabilities Guaranteed liabilities |
On Demand or Less than 3 Month $ 1,023,384 3,196 1,896,386 235,000 130,000 $ 3,287,966 |
3 Months to 1 Year $ - 9,068 223,213 - - $ 232,281 |
1 Year to 5 Year $ 10,117 40,494 - - - $ 50,611 |
6 Year to 10 Year |
6 Year to 10 Year |
|
|---|---|---|---|---|---|---|
| $ - 6,801 - - - $ 6,801 |
- 50 -
December 31, 2022
| Non-derivative financial liabilities Non-interest bearing Lease liabilities Variable interest rate liabilities Fixed interest rate liabilities Guaranteed liabilities |
On Demand or Less than 3 Month $ 973,565 2,810 2,219,702 800,000 230,000 $ 4,226,077 |
3 Months to 1 Year $ - 8,255 - - - $ 8,255 |
1 Year to 5 Year $ 8,362 35,088 - - - $ 43,450 |
6 Year to 10 Year |
6 Year to 10 Year |
|
|---|---|---|---|---|---|---|
| $ - 14,272 - - - $ 14,272 |
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
Loan is an important resource of liquidity for the Company. As of December 31, 2023 and 2022, the short-term unsecured line of credit is $3,128,876 thousand, and $2,194,609 thousand, respectively.
32. TRANSACTIONS WITH RELATED PARTIES
Except as disclosed in 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 Company acts as key management Universal Construction Corp. The Company acts as key management Sheng yuan Investment Corp. The key management of the Company Bo-Chih Investment Co., Ltd. The key management of the Company (b) Yu-Sheng Investment Corp. The key management of the Company Pan Asia Corporation Subsidiary acts as juristic supervisor PAO GOOD INDUSTRIAL CO., LTD. Other related parties Tainan Concrete Industrial Corp. Associates (a) 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
a) The subsidiary of our company since March 2022.
b) The chairman of our company since June 2023.
- 51 -
b. Sales of goods
| Account Items Sales revenue |
Related Parties Category The Company acts as key management Subsidiary serves as supervisor Subsidiaries |
For the Year Ended December 31 | For the Year Ended December 31 | |
|---|---|---|---|---|
| 2023 $ 99,420 139,405 22,532 $ 261,357 |
2022 $ 85,523 65,968 22,692 $ 174,183 |
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 acts as key management Other related parties |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2023 $ 263,138 9,269 $ 272,407 |
2022 $ 238,692 11,950 $ 250,642 |
The purchased of goods are mainly blast furnace slag and fly ash. 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-December 31, 2022
| Related Party Category / Name Subsidiary serves as supervisor Pan Asia Corp. Less: Allowance for impairment loss |
Amount | |
|---|---|---|
| $ 5,546 1,109 $ 4,437 |
- e. Receivables from related parties (Excluding contract assets)
| Account Items | Related Parties Category / Name | December 31 | December 31 | |
|---|---|---|---|---|
| Accounts receivable - related parties Other receivables |
Subsidiary serves as supervisor The Company acts as key management Subsidiaries Less: Allowance for impairment loss Subsidiaries Associates (Note) |
2023 $ 47,430 11,422 1,818 102 $ 60,568 $ - - $ - |
2022 $ 31,534 10,183 3,293 33 $ 44,977 $ 270 580 $ 850 |
Note:The subsidiary of our company since March 2022. The outstanding receivables from related parties are unsecured.
- 52 -
f. Payables to related parties
| Account Items Accounts payable - related parties Accounts payable |
Related Parties Category The Company acts as key management Subsidiaries other related parties Subsidiaries |
December 31 | December 31 | |
|---|---|---|---|---|
| 2023 $ 23,183 16,551 1,809 $ 41,543 $ 18,047 |
2022 $ 31,285 13,381 2,622 $ 47,288 $ 17,828 |
The outstanding accounts payables from related parties are unsecured and would be paid in cash.
- g. Lease arrangements - Company is lessee
The Company leased the concrete plant for business use from Associates.
| Line Item Lease liabilities Line Item Interest expense |
Related Party Category Subsidiaries Related Party Category Associates (Note) Subsidiaries |
**December 31 ** | **December 31 ** | |
|---|---|---|---|---|
| 2023 2022 $ 1,165 $ 265 For the Year Ended December 31 |
||||
| 2023 $ - 5 $ 5 |
2022 $ 126 4 $ 130 |
Note:The subsidiary of our company since March 2022.
The Company leased lands and buildings from related parties. The rental prices are determined with reference to the market standards and rentals payable monthly.
- 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 2 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 acts as key management The key management of the Company The chairman of our company Subsidiaries |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 3,207 46 23 848 $ 4,124 |
2022 $ 3,207 137 - 605 $ 3,949 |
- 53 -
Total lease revenue is summarized as follows:
| Related Party Category / Name The Company acts as key management The key management of the Company The chairman of our company Subsidiaries |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2023 $ 5,498 57 12 748 $ 6,315 |
2022 $ 5,498 69 - 432 $ 5,999 |
- i. Loan to related parties
| Line Item Other receivables Tainan Concrete Industrial Corp. Line Item Interest income Universal Concrete Industrial Corp. Universal Investment Corp. Tainan Concrete Industrial Corp. |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ - For the Year Ended |
2022 $ 220,500 December 31 |
||
| 2023 $ - $ - $ 2,734 |
2022 $ 83 $ 515 $ 580 |
The Company provided an short-term loan to its subsidiary, interests accrued at 1.858%~2% and 1.3%~2% based on the actual utilization amount during 2023 and 2022, and the settlement shall be made in a lump-sum upon expiry.
The loan to the subsidiary Universal Concrete Industrial Corp is secured by collateral land and building, and to the subsidiaries Universal Investment Corp and Tainan Concrete Industrial Corp. are both 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 Subsidiaries Universal Concrete Industrial Corp. Universal Investment Corp. Uneo Incorporated |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 120,000 350,000 50,000 $ 520,000 |
2022 $ 120,000 400,000 50,000 $ 570,000 |
- 54 -
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 Subsidiaries Kaohsiung Wharf Transportation Company Universal Investment Corp. Universal Concrete Industrial Corp. |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2023 $ 319,928 443,909 157,561 $ 921,398 |
2022 $ 319,928 443,909 157,561 $ 921,398 |
-
k. Other transactions with related parties
-
1) Freight expense
| Line item | Category/name of associates Subsidiary Kaohsiung Wharf Transportation Subsidiaries Kaohsiung Wharf Transportation |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|---|
| Cost of sales – freight expenses Cost of marketing – freight xpenses |
2023 $ 228,506 $ 15,135 |
2023 $ 243,739 $ 14,088 |
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 |
|---|---|---|---|
| 2023 $ 15,122 |
2022 $ 15,627 |
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 |
|---|---|---|---|
| 2023 $ 31,440 599 $ 32,039 |
2022 $ 37,853 482 $ 38,335 |
The remuneration of directors and key executives was determined by the remuneration committee according to the performance of individuals and market trends.
- 55 -
33. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided as collateral for engineering performance bond.
| Pledged time deposits Current Non-current |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2023 $ 67 2,500 $ 2,567 |
2022 $ 67 - $ 67 |
34. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, significant commitments and contingencies of the Company on the date of balance sheets were as follows:
- a. Unrecognized commitments are as follows:
| Acquisition of property, plant and equipment | December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 70,912 |
2022 $ 93,003 |
-
b. As of December 31, 2023 and 2022, the promissory notes were $ 115,806 thousand and $ 139,493 thousand, respectively. These notes were provided as engineering performance bond, which could be refunded when the guarantee is terminated.
-
c. As of December 31, 2023 and 2022, unused letters of credit for purchase of raw materials amounting to $26,124 thousand and $5,391 thousand.
35. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The following information was aggregated by the foreign currencies other than the Company’s functional currency and the exchange rates between foreign currencies and respective functional currency were disclosed. The significant financial assets and liabilities denominated in foreign currencies are as follows:
December 31, 2023
| Financial Assets Monetary items USD RMB EUR December 31, 2022 Financial Assets Monetary items USD RMB EUR |
Foreign Currencies (In Thousand) $ 966 916 97 Foreign Currencies (In Thousand) $ 1,095 903 153 |
Exchange Rate 30.705 4.33 33.98 Exchange Rate 30.71 4.41 32.72 |
Carrying Amount (In Thousand) |
|---|---|---|---|
| $ 29,663 3,962 3,295 Carrying Amount (In Thousand) |
|||
| $ 33,639 3,979 5,006 |
- 56 -
The exchange rate gains and losses of foreign currencies with significance (including realized and non-realized) are summarized as follows:
| Foreign Currencies USD RMB JPY HKD EUR SGD |
For the Year Ended December 31, 2023 Exchange Rate Net Foreign Exchange Gain and Loss 30.705 (USD:NTD) $ 304 4.33 (RMB:NTD) ( 73 ) 0.22 (JPY:NTD) ( 1 ) 3.93 (HKD:NTD) 10 33.98 (EUR:NTD) 7 23.29 (SGD:NTD) 271 $ 518 |
For the Year Ended December 31, 2023 Exchange Rate Net Foreign Exchange Gain and Loss 30.705 (USD:NTD) $ 304 4.33 (RMB:NTD) ( 73 ) 0.22 (JPY:NTD) ( 1 ) 3.93 (HKD:NTD) 10 33.98 (EUR:NTD) 7 23.29 (SGD:NTD) 271 $ 518 |
For the Year Ended December 31, 2023 Exchange Rate Net Foreign Exchange Gain and Loss 30.705 (USD:NTD) $ 304 4.33 (RMB:NTD) ( 73 ) 0.22 (JPY:NTD) ( 1 ) 3.93 (HKD:NTD) 10 33.98 (EUR:NTD) 7 23.29 (SGD:NTD) 271 $ 518 |
For the Year Ended December 31, 2022 | For the Year Ended December 31, 2022 | For the Year Ended December 31, 2022 |
|---|---|---|---|---|---|---|
| Exchange Rate 30.705 (USD:NTD) 4.33 (RMB:NTD) 0.22 (JPY:NTD) 3.93 (HKD:NTD) 33.98 (EUR:NTD) 23.29 (SGD:NTD) |
Exchange Rate 30.71 (USD:NTD) 4.41 (RMB:NTD) 0.23 (JPY:NTD) 3.94 (HKD:NTD) 32.72 (EUR:NTD) 22.88 (SGD:NTD) |
Net Foreign Exchange Gain and Loss |
||||
( ( |
$ 304 73 ) 1 ) 10 7 271 $ 518 |
( |
$ 2,038 58 20 ) 87 42 343 $ 2,548 |
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. (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)
-
6) Disposal of individual real estate at a price of at least NT$ 300 million or 20% of the paid-in capital. (Table 4)
-
7) Total purchases from or sales to related parties amounting to at least NT$ 100 million or 20% of the paid-in capital. (Table 5)
-
8) Receivables from related parties amounting to at least NT$ 100 million or 20% of the paid-in capital. (N/A)
-
9) Trading in derivative instruments. (N/A)
-
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
- 57 -
-
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 7)
- 58 -
TABLE 1
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
| No. (Note 1) |
Lender | Borrower | Financial Statement Account |
Related Parties |
Highest Balance for the period |
Ending Balance | Actual Borrowing Amount |
Interest Rate (%) |
Nature for Financing |
Business Transaction Amounts |
Reasons for Short-term Financing |
Allowance for Impairment Loss |
**Collateral ** | **Collateral ** | Financing Limits for Each Borrower (Note 2) |
Aggregate Financing Limits (Note 3) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 0 0 0 0 0 |
The Company The Company The Company The Company Universal Investment Corp. |
Universal Investment Corporation Uneo Incorporated Universal Concrete Industrial Corporation Tainan Concrete Industrial Corp. Tainan Concrete Industrial Corp. |
Other receivables Other receivables Other receivables Other receivables Other receivables |
Yes Yes Yes Yes Yes |
$ 800,000 100,000 300,000 300,000 250,000 |
$ 800,000 100,000 300,000 300,000 250,000 |
$ - - - - - |
1.880 1.880 1.880 1.880 2.045 |
For short-term financing For short-term financing For short-term financing For short-term financing For short-term financing |
$ - - - - - |
Operating capital Operating capital Operating capital Operating capital Operating capital |
$ - - - - - |
None None Land and Plant None None |
$ - 300,000 - |
$ 8,747,673 8,747,673 8,747,673 8,747,673 434,942 |
$ 8,747,673 8,747,673 8,747,673 8,747,673 434,942 |
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; The upper limit for a subsidiary to a single enterprise is 40% of the net value of the subsidiary's most recent financial statements that have been audited (reviewed) by an accountant..
Note 3: The aggregate limit for each borrower is 40% of the Company’s net asset value as stated in the latest financial statements; The aggregate limit for a subsidiary to a single enterprise is 40% of the net value of the subsidiary's most recent financial statements that have been audited (reviewed) by an accountant.
.
- 59 -
TABLE 2
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
| No. (Note 1) |
Endorser / Guarantor | Endorsee/ Guarantee | Endorsee/ Guarantee | Limits on Endorsement/ Guarantee Given on Behalf of Each Party (Note 3) |
Maximum Amount Endorsed / Guaranteed During the Period |
Outstanding Endorsement / Guarantee at the End of the Period (Note 6) |
Actual Borrowing Amount |
Amount Endorsed / Guaranteed by Collaterals |
Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) |
Aggregate Endorsement/ Guarantee Limit (Note 4 , Note 5, Note 7) |
Endorsement/ Guarantee Given by Parent on Behalf of Subsidiaries |
Endorsement/ Guarantee Given by Subsidiaries on Behalf of Parent |
Endorsement/ Guarantee Given on Behalf of Companies in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship (Note 2) | ||||||||||||
| 0 1 2 3 |
The Company Kaohsiung Harbor Transport Company Universal Investment Corporation Universal Concrete Industrial Corporation |
Universal Concrete Industrial Corporation Universal Investment Corporation Uneo Incorporated Universal Concrete Industrial Corporation The Company Universal Concrete Industrial Corporation The Company The Company |
(1) (1) (1) (3) (2) (3) (2) (2) |
$ 132,329 750,000 60,000 490,730 490,730 4,366,566 4,366,566 574,944 |
$ 120,000 400,000 50,000 306,992 319,928 122,521 443,909 157,561 |
$ 120,000 350,000 50,000 306,992 319,928 122,521 443,909 157,561 |
$ - 130,000 - - - - - - |
$ - - - - - - - - |
1 2 - 313 326 14 51 27 |
$ 21,869,182 21,869,182 21,869,182 981,458 981,458 8,733,131 8,733,131 574,944 |
Y Y Y N N N N N |
N N N N Y N Y Y |
N N N N N N N N |
Note 1: a: “0” is the Company.
b: Subsidiaries are numbered from “1”.
Note 2: (1) The endorser / guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed / guaranteed subsidiary.
(2) The endorser / guarantor parent company owns directly and indirectly more than 90% voting shares of the endorsed / guaranteed company.
(3) The endorsed / guaranteed company owns directly and indirectly more than 50% voting shares of the endorser / guarantor parent company.
Note 3: The upper limit for the Company is equivalent to the capital of the endorsee; the upper limit for subsidiaries is equivalent to the net asset value of the subsidiaries as stated in its latest financial statements except that it is five times of the net asset value of Kaohsiung Harbor Transport Company and Universal Investment Corporation.
Note 4: The upper limit for the Company is equivalent to the net asset value of the Company.
Note 5: The upper limit for the subsidiary is equivalent to the net asset value of the subsidiary as stated in its latest financial statements, unless the Company or other subsidiaries give more guarantee.
Note 6: The limits were approved by the board of directors.
Note 7: The upper limit for the subsidiary is equivalent to ten times of the net asset value of the subsidiary as stated in its latest financial statements.
- 60 -
TABLE 3
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES MARKETABLE SECURITIES HELD DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account |
December 31, 2023 | December 31, 2023 | 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. Far EasTone Telecommunications Co., Ltd. CHC Resources Co., Ltd. Creative Sensor Inc. Privately offered shares Creative Sensor Inc. Unlisted shares Grand Bills Finance Co., Ltd. Universal Cement Development Co., Ltd. Universal Venture Capital Co., Ltd. CTBC Investments Corp. Kaohsiung Rapid Transit Corp. Jie-Ho Development Co., Ltd. Huan Rong Hsin Resource Technology Corp. Mutual funds Cathay No. 2 Real Estate Investment Trust Listed shares Prince Housing & Development Corp. Tainan Spinning Co., Ltd. Teco Image Systems Co., Ltd. Privately offered shares Creative Sensor Inc. |
The juristic director of the Company acts as juristic director - - The Company acts as juristic director Representative of the juristic director of the Company acts as the representative of juristic director Representative of the juristic director of the Company acts as the representative of juristic director The Company acts as juristic director The Company acts as juristic director - - - - - - The juristic director of the Company acts as juristic director The juristic director of the Company acts as juristic director - Representative of the juristic director of the Company acts as the representative of juristic director |
Financial assets at FVTOCI - current Financial assets at FVTOCI - current Financial assets at FVTOCI - current Financial assets at FVTOCI - 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 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 FVTOCI - non - current |
40,621,948 28,441,983 306,219 17,020,254 158,000 13,000,000 43,999,488 24,864,000 1,400,000 1,981,995 1,286,063 171,131 600,000 24,000 38,526,900 55 523,000 9,000,000 |
$ 450,904 806,330 24,436 980,367 4,661 349,700 548,673 598,228 14,990 84,700 12,286 - - 394 427,649 1 8,917 242,100 |
2.50 0.14 0.01 6.85 0.11 8.72 8.14 16.44 1.16 1.05 0.46 0.16 30.00 - 2.37 - 0.46 6.04 |
$ 450,904 806,330 24,436 980,367 4,661 349,700 548,673 598,228 14,990 84,700 12,286 - - 394 427,648 1 8,917 242,100 |
- 61 -
TABLE 3
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES HELD DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account |
December 31, 2023 | December 31, 2023 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares/ Units | Carrying Value | Percentage of Ownership (%) |
Fair Value Or Net Equity |
|||||
| Tainan Concrete Industrial Corporation | Unlisted shares Pan Asia (Engineers & Constructors) Corporation. Da Jen Venture Capital Co., Ltd. DarChan Venture Capital Co., Ltd. Limited partnership Taiwania Capital Buffalo Fund V, LP. Listed shares CTBC Financial Holding Co., Ltd. preferred stock C of CTBC Financial HoldingCo.,Ltd. |
Subsidiary of the Company acts as juristic supervisor Representative of the juristic director of the Company acts as director Representative of the juristic director of the Company acts as supervisor - - - |
Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current Financial assets at FVTOCI - non-current Financial assets at FVTPL - non-current Financial assets at FVTOCI - current Financial assets at FVTOCI - current |
3,102,803 673,200 4,000,000 - 60,000 2,987 |
83,993 16,303 40,031 47,559 1,704 177 |
2.71 8.06 3.64 3.23 - - |
83,993 16,303 40,031 47,559 1,704 177 |
- 62 -
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, 2023
(In Thousands of New Taiwan Dollars)
| **Seller ** | Property | Event Date | Original Acquisition Date |
Carrying Amount | Transaction Amount |
**Collection ** | Gain (Loss) on **Disposal ** |
Counterparty | Relationship | Purpose of **Disposal ** |
Price Reference | Other Terms |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Tainan Concrete Industrial Corporation. |
Land: No. 2972-1 and 2984-1, Yancheng Section, Nan District, Tainan City. |
2023.03.15 | 1977.02.15 and 1980.11.10 |
$ 444,653(Note) | $ 1,122,830 | the payment terms of the contract |
$ 611,911(Note) |
Shangfa Construction Co., Ltd.and Linxin Construction Ltd. |
Non-related party |
Revitalize assets |
Appraisal report | - |
Note: The merged company acquired the equity of Tainan Concrete Company in March 2022, and completed the acquisition price apportionment report in September of the same year. The book amount and disposal gains and losses are based on the premium generated from the acquisition transaction.
- 63 -
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, 2023
(In Thousands of New Taiwan Dollars)
| Buyer | Related Party | Relationship | Transaction Details | Transaction Details | Abnormal Transaction | Abnormal Transaction | Notes/Accounts Payable or Receivable | Notes/Accounts Payable or Receivable | Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/ Sale |
Amount | % to Total | Payment Terms | Unit Price | Payment Terms | Ending Balance | % to Total | ||||
| The Company | Kaohsiung Harbor Transport Company CHC Resources Corp. Pan Asia (Engineers & Constructors) Corporation. |
Subsidiary The Group acts as key management The Group acts as supervisor |
Purchase (Freight) Purchase Sale |
$ 243,641 263,138 139,405 |
7 7 2 |
45 ~ 60 days after acceptance 30 ~ 65 days after acceptance 90 days of monthly settlement |
Note Equivalent Equivalent |
Equivalent Equivalent Equivalent |
( $ 16,551 ) ( 23,183 ) 47,430 |
( 2 ) ( 3 ) 3 |
Note : The purchase prices have no comparison with those from third parties .
- 64 -
TABLE 6
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Investment Amount | Original Investment Amount | Balance a | s of December 31, 2023 | s of December 31, 2023 | Net Income (Loss) of the Investee |
Share of Profits/Losses of Investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 |
December 31, 2022 |
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 33,887 291,671 20,000 174,997 238,180 858 5 13 178 93 |
$ 69,993 22,643 74,580 650,000 33,774 291,671 20,000 174,997 68,454 858 5 13 178 93 |
6,999,333 2,252,378 7,560,000 75,000,000 7,698,963 6,000,000 2,000,000 89,581,468 2,023,624 115,494 361 667 10,000 1,680 |
69.99 86.63 100.00 100.00 58.18 100.00 100.00 29.86 67.45 0.87 0.01 0.01 0.33 - |
$ 117,559 41,180 98,146 872,621 339,014 18,940 19,281 10,804,541 1,087,279 858 5 13 178 93 |
$ 19,912 799 1,791 87,055 92,637 ( 15,324 ) ( 186 ) 2,815,952 1,039,224 - - - - - |
$ 13,939 692 1,791 87,055 54,658 ( 15,324 ) ( 186 ) 840,843 411,126 - - - - - |
- 65 -
TABLE 7
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
INFORMATION ON MAJOR SHAREHOLDERS DECEMBER 31, 2023
| Name of the major shareholder | Shares | Shares |
|---|---|---|
| Number of shares held (share) | Shareholding (%) | |
| Sheng Yuan Investment Co., Ltd. Yu-Sheng Investment Co., Ltd. HOU, BO-YI HSBC custodian Pictet investment accounts |
67,213,485 66,467,998 52,414,898 40,645,427 |
9.98% 9.87% 7.78% 6.03% |
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.
- 66 -
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 FVTOCI - Non-current Statement of Changes in Investments accounted for using the 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 Long-term Borrowings 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 4 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 Schedule 13 Note 25 Schedule 14 Schedule 15 Schedule 16 Schedule 17 |
- 67 -
SCHEDULE 1
Universal Cement Corporation
STATEMENT OF CASH DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars , Except Foreign Currency)
| Item Cash on hand Bank deposits Checking accounts Demand deposits Foreign currency deposits (Note) |
Amount |
|---|---|
| $ 321 | |
| 24,094 155,872 6,936 |
|
186,902 |
|
| $ 187,223 |
Note: Including US$ 116,068.25, € 96,967.15, RMB 15,645.05, HK$ 588.24 and JPY 34,948.
- (US$1=NT$30.705, EUR$1=NT$33.98, RMB$1=NT$4.327, HKD$1=NT$3.929 and JPY$1=NT$0.2172)
- 68 -
SCHEDULE 2
Universal Cement Corporation
STATEMENTS OF FINANCIAL ASSETS AT FVTPL – CURRENT
DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars , Unless Specified Otherwise)
| Domestic listed shares Creative Sensor Inc. |
Number of shares 158,000 |
Amount $ 4,661 |
Acquisition costs $ 7,785 |
Fair Value | Fair Value | (Note) Total $ 4,661 |
Guarantee provided orpledge |
|
|---|---|---|---|---|---|---|---|---|
| Unit price (NT$) $ 29.5 |
||||||||
| None |
Note: Please refer to Note 31.
- 69 -
SCHEDULE 3
Universal Cement Corporation
STATEMENTS OF FINANCIAL ASSETS AT FVTOCI – CURRENT
DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars , Unless Specified Otherwise)
| Current Domestic listed shares Prince Housing & Development Corp. CTBC Financial Holding Co., Ltd. Far EasTone Telecommunications Co., Ltd. CHC Resources Co., Ltd |
Number of shares 40,621,948 28,441,983 306,219 17,020,254 |
Amount $ 450,904 806,330 24,436 980,367 $ 2,262,037 |
Acquisition costs $ 601,561 455,560 20,974 108,500 $ 1,186,595 |
FairValue(Note) Unit price (NT$) Total $ 11.10 $ 450,904 28.35 806,330 79.80 24,436 57.60 980,367 $2,262,037 |
FairValue(Note) Unit price (NT$) Total $ 11.10 $ 450,904 28.35 806,330 79.80 24,436 57.60 980,367 $2,262,037 |
Guarantee provided orpledge |
|
|---|---|---|---|---|---|---|---|
| Unit price (NT$) $ 11.10 28.35 79.80 57.60 |
|||||||
| None None None None |
Note: Please refer to Note 31.
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SCHEDULE 4
Universal Cement Corporation
STATEMENT OF NOTES RECEIVABLE DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Name Kun Yi Building Materials Ltd. Fu Tsu Construction Co., Ltd. Others (Note) |
Amount |
|---|---|
| $ 26,799 24,386 336,696 $ 387,881 |
Note: The balance of each company is less than 5% of the balance under this item.
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SCHEDULE 5
Universal Cement Corporation
STATEMENT OF ACCOUNTS RECEIVABLE DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Name Non-related party Chyi Yuh construction Co., Ltd. Hung Hsin Building Materials Ltd. Others (Note) Less: loss allowance Related party Pan Asia (Engineers & Constructors) Corporation Others (Note) Less: loss allowance |
Amount |
|---|---|
| $ 87,602 78,310 1,047,708 |
|
| 1,213,620 4,049 |
|
| $ 1,209,571 | |
| $ 47,430 13,240 |
|
| 60,670 102 |
|
| $ 60,568 |
Note: The balance of each company is less than 5% of the balance under this item.
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SCHEDULE 6
Universal Cement Corporation
STATEMENT OF INVENTORIES DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Item Finished goods Work in progress Raw materials |
Amount | Amount | Amount | |
|---|---|---|---|---|
| Costs $ 124,393 8,932 202,424 $ 335,749 |
Net realizablevalue | |||
| $ 146,992 8,984 206,887 $ 362,863 |
Note: Please refer to Note 4 for the basis of net realizable value.
- 73 -
SCHEDULE 7
Universal Cement Corporation
STATEMENT OF FINANCIAL ASSETS AT FVTOCI -NON-CURRENT FOR THE YEAR ENDED DECEMBER 31, 2023 (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 13,000,000 $ 301,600 1,400,000 12,935 3,303,325 105,885 24,864,000 1,122,858 43,999,488 520,954 1,286,063 12,580 $ 2,076,812 |
Increase(decrease)duringtheyear Number of shares Amount - $ - - - ( 1,321,330 ) ( 1,467 ) - - - - - - ($ 1,467) |
Unrealized gain or loss on financial assets $ 48,100 2,055 ( 19,718 ) ( 524,630 ) 27,719 ( 294) ($ 466,768) |
Closing | balance Fair value $ 349,700 14,990 84,700 598,228 548,673 12,286 $ 1,608,577 |
Guarantee provided orpledge |
|---|---|---|---|---|---|---|
| Number of shares | Number of shares - - ( 1,321,330 ) - - - |
Number of shares 13,000,000 1,400,000 1,981,995 24,864,000 43,999,488 1,286,063 |
||||
| 13,000,000 1,400,000 3,303,325 24,864,000 43,999,488 1,286,063 |
None None None None None None |
Note: The decrease during the year was resulting from the proceeds from the capital reduction of CTBC Investments Corp., which is $13,213 thousand, and dividend income recognized in profit and loss $11,746 thousand.
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SCHEDULE 8
Universal Cement Corporation
STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
| 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 Tainan Concrete Industrial Corporation Investment in associate Lioho Machine Works Co., Ltd. |
Opening | balance Amount $ 115,686 705,049 330,170 98,997 40,488 34,327 19,467 678,325 2,022,509 10,618,473 $12,640,982 |
Increase (decrease) duringtheyear Number of shares Amount - ( $ 11,689 ) - ( 13,000 ) 7,552 ( 46,035 ) - ( 2,642 ) - - - - - - - ( 2,428) ( 75,794) - ( 447,907) ($ 523,701) |
Increase (decrease) duringtheyear Number of shares Amount - ( $ 11,689 ) - ( 13,000 ) 7,552 ( 46,035 ) - ( 2,642 ) - - - - - - - ( 2,428) ( 75,794) - ( 447,907) ($ 523,701) |
Gain (loss) on investments $ 13,939 87,055 54,658 1,791 692 ( 15,324 ) ( 186 ) 411,126 553,751 840,843 $1,394,594 |
Undistributed earnings $ - 1,620 - - - - - - 1,620 ( 859 ) $ 761 |
Capital reserve $ - - 221 - - - - - 221 - $ 221 |
Actuarial gains (loss) from defined benefit plans ( $ 377 ) - - - - ( 63 ) - - ( 440) 2,300 $ 1,860 |
Cumulative translation adjustments $ - - - - - - - - - 210,016) $ 210,016) |
Unrealized gain (loss) on financial products $ - 91,897 - - - - - 256 92,153 1,707 $ 93,860 |
Number of shares 6,999,333 75,000,000 7,698,963 7,560,000 2,252,378 6,000,000 2,000,000 2,023,624 89,581,468 |
Closingbalance | Market price or net equity $ 117,559 872,621 339,014 98,146 41,180 18,940 19,281 1,087,279 2,594,020 10,804,541 $ 13,398,561 |
Guarantee provided or pledge None None None None None None None None None |
Note | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares 6,999,333 75,000,000 7,691,411 7,560,000 2,252,378 6,000,000 2,000,000 2,023,624 89,581,468 |
Number of shares - - 7,552 - - - - - - |
Shareholding (%) 69.99 100 58.18 100 86.63 100 100 67.45 29.86 |
Amount $ 117,559 872,621 339,014 98,146 41,180 18,940 19,281 1,087,279 2,594,020 10,804,541 $ 13,398,561 |
|||||||||||||||
| ( ( ( ( ( ( ( ( |
( ( |
( |
( ( ( |
( ( |
Note 1 Note 1 Note 1 and Note 2 Note 1 Note 1 Note 1 |
Note 1: The decrease amount during the year was cash dividends received.
Note 2. The increase amount during the year was the acquisition control of subsidiary of $113 thousand minus cash dividends received $46,148 thousand.
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SCHEDULE 9
Universal Cement Corporation
STATEMENT OF CHANGE IN RIGHT-OF-USE ASSETS DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Item Costs Balance at January 1, 2023 Increase during the year Decrease during the year Balance at December 31, 2023 Cumulative depreciation Balance at January 1, 2023 Decrease during the year Depreciation expenses Balance at December 31, 2023 Carrying amount at December 31,2023 |
Building $ 51,725 1,350 1,350) $ 51,725 $ 4,443 1,350 ) 7,754 $ 10,847 $ 40,878 |
Transportation Equipment $ 16,089 8,861 - $ 24,950 $ 4,814 - 3,490 $ 8,304 $ 16,646 |
Total | ||
|---|---|---|---|---|---|
( ( |
( ( |
$ 67,813 10,211 1,350) $ 76,675 $ 9,257 1,350 ) 11,244 $ 19,151 $ 57,524 |
- 76 -
SCHEDULE 10
Universal Cement Corporation
STATEMENT OF SHORT-TERM LOANS DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Credit borrowings First Commercial Bank First Commercial Bank Bank of Taiwan Bank of Taiwan Yuanta Commercial Bank Taishin International Bank |
Contract period (Note) Rate per annum(%) November 09, 2023~ January 19, 2024 1.750 November 22, 2023~ February 20, 2024 1.750 September 23, 2023~ March 20, 2024 1.775 November17,2023~ March 20, 2024 1.775 December 19,2023~ March 18, 2024 1.750 December 13,2023~ February17, 2024 1.820 |
Closing balance Financing limit $ 90,000 $ 500,000 170,000 500,000 100,000 600,000 500,000 600,000 500,000 600,000 250,000 500,000 $ 1,600,000 |
Pledge or guarantee |
|
|---|---|---|---|---|
| NONE NONE NONE NONE NONE NONE |
Note:Refers to the period of utilization.
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SCHEDULE 11
Universal Cement Corporation
STATEMENT OF ACCOUNTS PAYABLE DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Name of the supplier Non-related party Taiwan Cement Corp. Gaotai Gravel Corp. Xianglian Gravel Corp. Hsin Ling Industries Co., Ltd. Fu Cheng Development Corp. Others (Note) Related party CHC Resources Co., Ltd. Kaohsiung Harbor Transport Company Others (Note) |
Amount | |
|---|---|---|
| $ 260,682 37,915 37,455 34,517 32,340 235,079 $ 637,988 $ 23,183 16,551 1,809 $ 41,543 |
Note: The balance of each company is less than 5% of the balance under this item.
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SCHEDULE 12
Universal Cement Corporation
STATEMENT OF LONG-TERM BORROWINGS DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Item Credit borrowings Huanan Commercial Bank Huanan Commercial Bank |
Contractperiod and repayment method February 2023~ March 2024, Repay the principal upon maturity and amortize interest monthly September 2023~ October 2024, Repay the principal upon maturity and amortize interest monthly |
Rate per annum(%) 1.795 1.795 |
Long-term borrowings due within oneyear $ 280,000 220,000 $ 500,000 |
Expires in one year $ - - $ - |
Total $ 280,000 220,000 $ 500,000 |
Pledge or guarantee |
|
|---|---|---|---|---|---|---|---|
| NONE NONE |
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SCHEDULE 13
Universal Cement Corporation
STATEMENT OF LEASE LIABILITIES DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Item Building Building Building Transportation equipment Transportation equipment Transportation equipment Transportation equipment Transportation equipment Transportation equipment Transportation equipment Transportation equipment Transportation equipment Transportation equipment Transportation equipment Transportation equipment |
Description Central Office Southern office Fengshan Concrete Plant Service car for Tainan Office Service car for headquarters Service car for headquarters Service car for headquarters Service car for Ta-Fu Gypsum Board Plant Service car for Yeun Kung Concrete Plant Service car for Ta-Fu Concrete Plant Service car for Xiaogang Concrete Plant Service car for Nantz Concrete Plant Service car for Yeun Kung Concrete Plant Service car for Chao zhou Concrete Plant Service car for headquarters |
Leaseperiod April 1, 2020~ March 31, 2025 August 1, 2023~ July 31, 2026 September 1, 2022~ August 31, 2029 June 29, 2021~ June 28, 2024 February 3, 2020~ February 3, 2024 October 12, 2020~ September 12, 2024 August 26, 2021~ August 26, 2025 December 30, 2020~ November 30, 2025 November 30, 2020~ November 30, 2029 November 30, 2022~ November 30, 2029 November 30, 2022~ November 30, 2029 November 30, 2022~ November 30, 2029 March 10, 2023~ March 10, 2030 November 29, 2023~ November 29, 2030 December 29, 2023~ December 28, 2027 |
Discount rate(%) 0.9 0.9 0.9 1.0 1.0 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9 1.7885 |
Closingbalances | Closingbalances |
|---|---|---|---|---|---|
| $497 1,165 39,700 257 46 367 1,003 503 725 1,449 1,449 2,174 755 2,668 5,308 |
|||||
| $ 58,066 |
- 80 -
SCHEDULE 14
Universal Cement Corporation
STATEMENT OF NET REVENUES FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Item Cement Concrete Gypsum board Others Less: sales return and discounts |
Quantity 267,172.18 tons 1,554,731 cubic meters 16,146,837.08 square meters |
Amount | |
|---|---|---|---|
| $ 850,735 4,089,791 1,082,103 22,532 6,045,161 37,301 |
|||
$ 6,007,860 |
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SCHEDULE 15
Universal Cement Corporation
STATEMENT OF OPERATING COSTS FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Item Raw materials at the beginning of the year Add: Incoming materials during the year Others 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 Commodity Tax Purchase of finished goods Others Less: Finished goods at the end of the year Others Cost of sales Add: Unamortized fixed manufacturing expenses Less: Revenue from sale of scraps Others Operating costs |
Amount | |
|---|---|---|
| $ 192,129 2,681,947 479 202,424 59,023 2,613,108 96,665 980,126 3,689,899 22,615 912,259 8,932 326 4,615,515 90,126 61,329 10,794 55,114 124,393 5,053 4,703,432 21,797 1,579 1,780 $ 4,721,870 |
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SCHEDULE 16
Universal Cement Corporation
STATEMENT OF OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Salaries and wages, bonus, and employee’s remuneration Remuneration to directors Freight expenses Commission expenses Contracted research expenses Depreciation Expected credit loss (gain) Others (Note) |
Selling and marketing expenses General and administrative expense $ 29,386 $ 74,844 - 48,666 39,415 68 57,998 - - - 1,048 27,136 - - 17,642 89,589 $ 145,489 $ 240,303 |
R&D expenses $ 39,156 - - - 2,923 942 - ( 20,477 $ 63,498 ( |
Expected credit loss (gain) $ - - - - - - 6,377 ) - $ 6,377) |
Total | ||
|---|---|---|---|---|---|---|
( |
$ 143,386 48,666 39,483 57,998 2,923 29,126 6,377 ) 127,708 $ 442,913 |
Note: The balance of each company is less than 5% of the balance under this item.
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SCHEDULE 17
Universal Cement Corporation
STATEMENT FOR FUNCTION SUMMARY FOR EMPLOYEE’S BENEFIT, DEPRECIATION, AND AMORTIZATION EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2023 and 2022 (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 DECEMBER 31, 2023 | FOR THE YEARS ENDED DECEMBER 31, 2023 | FOR THE YEARS ENDED DECEMBER 31, 2023 | Total $ 444,832 42,690 20,042 48,666 16,465 $ 572,695 $ 126,467 $ 3,626 |
FOR THE YEARS ENDED DECEMBER 31, 2022 | FOR THE YEARS ENDED DECEMBER 31, 2022 | FOR THE YEARS ENDED DECEMBER 31, 2022 | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Operatingcosts $ 301,446 28,996 13,350 - 5,250 $ 349,042 $ 96,774 $ 572 |
Operatingexpenses $ 143,386 13,694 6,692 48,666 11,215 $ 223,653 $ 29,126 $ 3,054 |
Non-operating income and expenses $ - - - - - $ - $ 567 $ - |
Operatingcosts $ 285,216 25,955 ( 14,014 ) - 4,606 $ 301,763 $ 95,036 $ 378 |
Operatingexpenses $ 132,224 12,727 ( 9,931 ) 35,820 10,144 $ 180,984 $ 27,988 $ 2,037 |
Non-operating income and expenses $ - - - - - $ - $ 567 $ - |
Total | ||||
( |
( |
( |
$ 417,440 38,682 23,945 ) 35,820 14,750 $ 482,747 $ 123,591 $ 2,415 |
Note:
-
Number of employees for the current year and the previous year was 538 and 501, respectively, in which there were both 4 directors who are not concurrently employees.
-
Companies whose shares are listed and traded on TWSE or TPEx shall disclose the following information:
-
(1) Average employee’s benefit expenses for the year amounted to NT$981 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$899 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”).
-
(2) Average employee’s salary expenses for the year amounted to NT$833 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$840 thousand (total salary expenses for the previous year/“number of employees for the previous year – number of directors who are not concurrently employees”).
-
(3) Average adjustments and changes in employee’s salary expenses achieved 1% (“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).
-
The Company has established its Audit Committee, and the Company has no supervisor.
-
Salary and remuneration policy:
-
(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.
-
(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.
-
(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.
-
(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.
- 84 -