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UCC — Audit Report / Information 2024
Dec 30, 2024
51738_rns_2024-12-30_ab081b50-9752-40a3-bf55-b35447bfb0c6.pdf
Audit Report / Information
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Universal Cement Corporation and Subsidiaries
Consolidated Financial Statement for the Years Ended December 31, 2024 and 2023 and Independent Auditors’ Report
DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES
The companies required to be included in the consolidated financial statements of affiliates in accordance with the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" for the year ended December 31, 2024 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standard 10 "Consolidated Financial Statements". Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we do not prepare a separate set of consolidated financial statements of affiliates.
Very truly yours,
UNIVERSAL CEMENT CORPORATION
By
Bo-Chih Investment Co., Ltd.
Chairman
March 10, 2025
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INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Universal Cement Corporation
Opinion
We have audited the accompanying consolidated financial statements of Universal Cement Corporation and its subsidiaries (the Group), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of Taiwan, the Republic of China (ROC).
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the ROC. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the ROC, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Group's consolidated financial statements for the year ended December 31, 2024 is stated as follows:
Occurrence of sales of concrete products
Refer to Note 4 (m) and Note 24. The Group mainly manufactures and sells cement, ready mixed concrete and gypsum board panels. The sales amount of some concrete customers changed greatly in 2024 or specific characteristics. Sales is the main source of the Group's revenue and has a material impact on the Group's consolidated financial statements. Consequently, occurrence of sales of concrete products is considered as a key audit matter.
Our audit procedures in respect of the above key audit matter are described as follows:
- We understood the design of the Group's internal controls on accounting for sales. We tested the implementation and operating effectiveness of the internal controls.
- We selected samples from the sales records, and verified that the products and quantities listed on the delivery orders and the invoices are the same and for the same customers. We noted that the delivery orders are signed by the customers.
Other Matter
We have also audited the parent company only financial statements of Universal Cement Corporation as of and for the years ended December 31, 2024 and 2023 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the FSC of the ROC, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the ROC will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the ROC, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2024 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.
- 4 -
The engagement partners on the audit resulting in this independent auditors’ report are Chi Chen Lee and Hung Ju Liao.
Deloitte & Touche
Taipei, Taiwan
Republic of China
March 10, 2025
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
For the convenience of readers, the auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail. The English version not audited by an accountant.
- 5 -
Universal Cement Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars)
| ASSETS | December 31, 2024 | December 31, 2023 | ||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 1,576,599 | 5 | $ 1,418,310 | 5 |
| Financial assets at fair value through profit or loss - current (Notes 4 and 7) | 9,259 | - | 13,972 | - |
| Financial assets at fair value through other comprehensive income - current (Notes 4 and 8) | 3,134,764 | 11 | 2,691,567 | 10 |
| Financial assets at amortized cost - current (Notes 4, 9, 10 and 33) | 92,367 | - | 127,350 | - |
| Notes receivable (Notes 4, 11 and 24) | 535,879 | 2 | 567,255 | 2 |
| Net Accounts receivable (Notes 4, 11 and 24) | 1,388,747 | 5 | 1,546,340 | 6 |
| Net Accounts receivable from related parties (Notes 4, 11, 24 and 32) | 21,591 | - | 58,750 | - |
| Other receivables (Note 4) | 2,037 | - | 589 | - |
| Current tax assets (Note 26) | 764 | - | - | - |
| Inventories (Notes 4 and 12) | 378,985 | 1 | 388,373 | 1 |
| Prepayments (Note 32) | 29,657 | - | 18,065 | - |
| Other current assets (Notes 4, 11 and 24) | 8,741 | - | 5,863 | - |
| Total current assets | 7,179,390 | 24 | 6,836,434 | 24 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) | 40,948 | - | 47,558 | - |
| Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) | 2,551,354 | 9 | 1,991,004 | 7 |
| Financial assets at amortized cost - non-current (Notes 4, 9, 10 and 33) | 11,512 | - | 16,995 | - |
| Investments accounted for using the equity method (Notes 4 and 14) | 11,407,261 | 38 | 10,804,634 | 39 |
| Property, plant and equipment (Notes 4 and 15) | 7,415,784 | 25 | 7,342,196 | 26 |
| Right-of-use assets (Notes 4 and 16) | 171,760 | 1 | 222,428 | 1 |
| Investment properties (Notes 4 and 17) | 798,697 | 3 | 840,717 | 3 |
| Other intangible assets (Notes 4 and 18) | 8,531 | - | 10,648 | - |
| Deferred tax assets (Notes 4 and 26) | 13,312 | - | 16,511 | - |
| Prepayments for equipment | 19,217 | - | 45,458 | - |
| Net defined benefit assets (Notes 4 and 22) | 9,740 | - | 14,977 | - |
| Total non-current assets | 22,448,116 | 76 | 21,353,126 | 76 |
| TOTAL | $ 29,627,506 | $ 100 | $ 28,189,560 | $ 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 19) | $ 2,100,000 | 7 | $ 1,700,000 | 6 |
| Short-term bills payable (Note 19) | 169,596 | 1 | 274,785 | 1 |
| Contract liabilities - current (Notes 4 and 24) | 2,267 | - | 2,359 | - |
| Notes payable (Note 20) | 221,258 | 1 | 218,691 | 1 |
| Accounts Payable (Note 20) | 612,242 | 2 | 709,034 | 3 |
| Accounts Payable to related parties (Notes 20 and 32) | 9,195 | - | 34,059 | - |
| Other payables (Notes 21 and 32) | 419,310 | 1 | 406,020 | 1 |
| Current tax liabilities (Note 26) | 184,723 | 1 | 157,831 | 1 |
| Lease liabilities - current (Notes 4 and 16) | 52,590 | - | 53,990 | - |
| Long-term borrowings due within one year (Note 19) | - | - | 500,000 | 2 |
| Other current liabilities (Note 21) | 28,009 | - | 22,080 | - |
| Total current liabilities | 3,799,190 | 13 | 4,078,849 | 15 |
| NON-CURRENT LIABILITIES | ||||
| Deferred tax liabilities (Notes 4 and 16) | 1,238,574 | 4 | 1,245,107 | 4 |
| Lease liabilities - non-current (Notes 4 and 16) | 125,529 | - | 175,887 | 1 |
| Guarantee deposits received | 8,650 | - | 11,583 | - |
| Total non-current liabilities | 1,372,753 | 4 | 1,432,577 | 5 |
| Total liabilities | 5,171,943 | 17 | 5,511,426 | 20 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 23) | ||||
| Common stock | 6,866,818 | 23 | 6,732,175 | 24 |
| Capital surplus | 122,786 | - | 123,719 | - |
| Retained earnings | ||||
| Legal reserve | 3,130,978 | 11 | 2,920,126 | 10 |
| Special reserve | 3,185,793 | 11 | 3,185,793 | 11 |
| Unappropriated earnings | 8,042,060 | 27 | 8,099,817 | 29 |
| Total retained earnings | 14,358,831 | 49 | 14,205,736 | 50 |
| Other equity | 2,308,321 | 8 | 807,552 | 3 |
| Total equity attributable to owners of the Company | 23,656,756 | 80 | 21,869,182 | 77 |
| NON - CONTROLLING INTERESTS | 798,807 | 3 | 808,952 | 3 |
| Total equity | 24,455,563 | 83 | 22,678,134 | 80 |
| TOTAL | $ 29,627,506 | 100 | $ 28,189,560 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
Universal Cement Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2024 | 2023 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 4,24 and 32) | $ 7,953,734 | 100 | $ 7,802,362 | 100 |
| OPERATING COSTS (Notes 12, 25 and 32) | 6,355,678 | 80 | 6,260,222 | 80 |
| GROSS PROFIT | 1,598,056 | 20 | 1,542,140 | 20 |
| OPERATING EXPENSES (Notes 25 and 32) | ||||
| Selling and marketing expenses | 124,304 | 2 | 148,387 | 2 |
| General and administrative expenses | 346,649 | 4 | 354,761 | 5 |
| Research and development expenses | 71,824 | 1 | 72,623 | 1 |
| Expected credit loss (gain) | ( 2,182) | - | ( 8,042) | - |
| Total operating expenses | 540,595 | 7 | 567,729 | 8 |
| PROFIT FROM OPERATIONS | 1,057,461 | 13 | 974,411 | 12 |
| NON-OPERATING INCOME AND EXPENSES (Notes 25 and 32) | ||||
| Interest income | 15,989 | - | 9,977 | - |
| Other income | 285,509 | 4 | 276,655 | 4 |
| Other gains and losses | 15,212 | - | 536,377 | 7 |
| Interest expenses | ( 42,931) | - | ( 55,671) | ( 1) |
| Share of profit or loss of associates accounted for using the equity method | 475,856 | 6 | 840,843 | 11 |
| Total non-operating income and expenses | 749,635 | 10 | 1,608,181 | 21 |
| INCOME BEFORE INCOME TAX | 1,807,096 | 23 | 2,582,592 | 33 |
| INCOME TAX EXPENSE (Notes 4 and 26) | 276,758 | 4 | 235,340 | 3 |
| NET INCOME | 1,530,338 | 19 | 2,347,252 | 30 |
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans | - | - | ( 752) | - |
| Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income | 1,002,363 | 13 | 31,144 | 1 |
| Share of the other comprehensive income or loss of associates accounted for using the equity method | 10,032 | - | 3,148 | - |
| Income tax relating to items that will not be reclassified subsequently to profit or loss | - | - | 150 | - |
| 1,012,395 | 13 | 33,690 | 1 | |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Share of the other comprehensive income or loss of associates accounted for using the equity method | 505,821 | 6 | ( 210,016) | ( 3) |
| Other comprehensive income for the year, net of income tax | 1,518,216 | 19 | ( 176,326) | ( 2) |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 3,048,554 | 38 | $ 2,170,926 | 28 |
| NET PROFIT ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 1,482,287 | 19 | $ 2,107,758 | 27 |
| Non-controlling interests | 48,051 | - | 239,494 | 3 |
| $ 1,530,338 | 19 | $ 2,347,252 | 30 | |
| TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 3,000,298 | 38 | $ 1,931,472 | 25 |
| Non-controlling interests | 48,256 | - | 239,454 | 3 |
| $ 3,048,554 | 38 | $ 2,170,926 | 28 | |
| EARNINGS PER SHARE (Note 27) | ||||
| Basic | $ 2.16 | $ 3.07 | ||
| Diluted | 2.15 | 3.06 |
The accompanying notes are an integral part of the consolidated financial statements.
Universal Cement Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Equity Attributable to Owners of the Company | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained Earnings | Other Equity | Non-controlling Interests (Note 23) | ||||||||||||||
| Capital Stock-Common Stock | Capital Surplus | Legal Reserve | Special Reserve | Unappropriated Earnings | Exchange Differences on Translating Foreign Operations | Unrealized Gain on Financial Assets at Fair Value Through Other Comprehensive Income | Remeasurement | other | Total Other Equity | Total | Total Equity | |||||
| BALANCE AT JANUARY 1, 2023 | $ 6,536,092 | $ 123,499 | $ 2,715,883 | $ 3,185,793 | $ 7,372,038 | ($ 799,476) | $ 1,711,898 | $ 89,394 | ($ 17,217) | $ 984,599 | $ 20,917,904 | $ 608,574 | $ 21,526,478 | |||
| Appropriation of 2022 earnings (Note 23) | ||||||||||||||||
| Legal reserve | - | - | 204,243 | - | ( 204,243) | - | - | - | - | - | - | - | - | - | - | |
| Cash dividends distributed by the Company - NT$ 1.5 per share | - | - | - | - | ( 980,414) | - | - | - | - | - | ( 980,414) | - | ( 980,414) | |||
| Stock dividends distributed by the Company - NT$ 0.3 per share | 196,083 | - | - | - | ( 196,083) | - | - | - | - | - | - | - | - | - | - | |
| Differences between the actual equity value of subsidiaries acquired and its carrying amounts. (Note 28) | 221 | 221 | ( 334) | ( 113) | ||||||||||||
| Disposals of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | 1,620 | - | ( 1,620) | - | - | ( 1,620) | - | - | - | - | - | |
| Changes in recognition of associates accounted for using the equity method | - | - | - | - | ( 859) | - | 859 | - | - | 859 | - | - | - | - | - | |
| Overdue dividends not collected by shareholders | - | ( 1) | - | - | - | - | - | - | - | - | ( 1) | - | ( 1) | |||
| Net income | - | - | - | - | 2,107,758 | - | - | - | - | - | 2,107,758 | 239,494 | 2,347,252 | |||
| Other comprehensive income (loss), net of income tax | - | - | - | - | - | 210,016 | 31,870 | 1,860 | - | 176,286 | 176,286 | ( 40) | ( 176,326) | |||
| Total comprehensive income (loss) for the year ended December 31, 2023 | - | - | - | - | 2,107,758 | - | 210,016 | 31,870 | 1,860 | - | 176,286 | 1,931,472 | 239,494 | 2,170,926 | ||
| Change in non-controlling interests (Note 23) | ( 38,742) | ( 38,742) | ||||||||||||||
| BALANCE AT DECEMBER 31, 2023 | 6,732,175 | 123,719 | 2,920,126 | 3,185,793 | 8,099,817 | ( 1,009,492) | 1,743,007 | 91,254 | ( 17,217) | 807,552 | 21,869,182 | 808,952 | 22,678,134 | |||
| Appropriation of 2023 earnings (Note 23) | ||||||||||||||||
| Legal reserve | - | - | 210,852 | - | ( 210,852) | - | - | - | - | - | - | - | - | - | - | |
| Cash dividends distributed by the Company - NT$ 1.8 per share | - | - | - | - | ( 1,211,791) | - | - | - | - | - | ( 1,211,791) | - | ( 1,211,791) | |||
| Stock dividends distributed by the Company - NT$ 0.2 per share | 134,643 | - | - | - | ( 134,643) | - | - | - | - | - | - | - | - | - | - | |
| Differences between the actual equity value of subsidiaries acquired and its carrying amounts. (Note 28) | - | ( 926) | ( 926) | ( 6,344) | ( 7,270) | |||||||||||
| Disposals of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | 17,242 | - | ( 17,242) | - | - | ( 17,242) | - | - | - | - | - | |
| Changes in recognition of associates accounted for using the equity method | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |
| Overdue dividends not collected by shareholders | - | ( 7) | - | - | - | - | - | - | - | - | ( 7) | - | ( 7) | |||
| Net income for the year ended December 31, 2024 | - | - | - | - | 1,482,287 | - | - | - | - | - | 1,482,287 | 48,051 | 1,530,338 | |||
| Other comprehensive income, net of income tax | - | - | - | - | - | 505,821 | 1,001,677 | 10,513 | - | 1,518,011 | 1,518,011 | 205 | 1,518,216 | |||
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | 1,482,287 | 505,821 | 1,001,677 | 10,513 | - | 1,518,011 | 3,000,298 | 48,256 | 3,048,554 | |||
| Change in non-controlling interests (Note 23) | ( 52,057) | ( 52,057) | ||||||||||||||
| BALANCE AT DECEMBER 31, 2024 | $ 6,866,018 | $ 123,786 | $ 3,130,978 | $ 3,185,793 | $ 8,042,060 | ($ 503,871) | $ 2,737,443 | $ 103,767 | ($ 17,217) | $ 5,308,321 | $ 23,656,750 | $ 790,807 | $ 24,455,563 |
The accompanying notes are an integral part of the consolidated financial statements.
Universal Cement Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars)
| 2024 | 2023 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 1,807,096 | $ 2,582,592 |
| Adjustments for: | ||
| Depreciation expenses | 216,703 | 181,754 |
| Amortization expenses | 3,866 | 4,145 |
| Expected credit gain recognized | ( 2,182) | ( 8,042) |
| Net gain on fair value changes of financial assets at fair value through profit or loss | ( 2,702) | ( 42,755) |
| Interest expenses | 42,931 | 55,671 |
| Interest income | ( 15,989) | ( 9,977) |
| Dividend income | ( 226,710) | ( 231,873) |
| Share of profit of associates accounted for using the equity method | ( 475,856) | ( 840,843) |
| Net gain on disposal of property, plant and equipment | ( 9,948) | ( 612,623) |
| Impairment losses on assets | - | 116,111 |
| Liquidation Benefit | - | ( 465) |
| Changes in operating assets and liabilities | ||
| Notes receivable | 31,376 | ( 30,191) |
| Accounts receivable (Including related parties) | 196,769 | ( 152,009) |
| Other receivables | 1,667 | ( 11,672) |
| Inventories | 9,388 | 5,610 |
| Prepayments | ( 11,592) | 5,893 |
| Other current assets | ( 2,713) | 6,934 |
| Contract liabilities | ( 92) | 275 |
| Notes payable | 2,567 | 29,946 |
| Accounts payable (Including related parties) | ( 121,656) | 38,843 |
| Other payables | 22,110 | 34,996 |
| Other current liabilities | 5,929 | ( 890) |
| Net defined benefit plan | 5,237 | 160 |
| Cash generated from operations | 1,476,199 | 1,121,590 |
| Interest received | 12,874 | 9,974 |
| Dividends received | 674,617 | 679,780 |
| Income tax paid | ( 253,964) | ( 262,443) |
| Net cash generated from operating activities | 1,909,726 | 1,548,901 |
(Continued)
Universal Cement Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars)
| 2024 | 2023 | |
|---|---|---|
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Acquisitions of financial assets at fair value through other comprehensive income | ($ 53,689) | ($ 2,260) |
| Proceeds from the liquidation of financial assets at fair value through other comprehensive income | - | 2,125 |
| Proceeds from the capital reduction of financial assets at fair value through other comprehensive income | 22,000 | 23,311 |
| Increase in financial assets at amortized cost | ( 35,445) | ( 37,129) |
| Decrease in financial assets at amortized cost | 75,911 | 11,435 |
| Proceeds from sale of financial assets at fair value through profit or loss | 13,867 | 106,369 |
| Proceeds from the capital reduction of financial assets at fair value through profit or loss | 158 | - |
| Acquisitions of investments accounted for using the equity method | ( 28,320) | - |
| Payments for property, plant and equipment | ( 179,647) | ( 195,570) |
| Proceeds from disposal of property, plant and equipment | 11,640 | 1,117,389 |
| Payments for intangible assets | ( 1,749) | ( 2,801) |
| Net cash generated from /(used in) investing activities | ( 175,274) | 1,022,869 |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Increase (Decrease) in short-term loans | 400,000 | ( 590,000) |
| Decrease in short-term bills payable | ( 105,000) | ( 725,000) |
| Increase in long-term loans | - | 500,000 |
| Repayment of long-term loans | ( 500,000) | - |
| Proceeds from guarantee deposits received | 40 | 2,699 |
| Refund of guarantee deposits received | ( 2,973) | ( 795) |
| Repayment of the principal portion of lease liabilities | ( 54,254) | ( 51,612) |
| Cash dividends paid | ( 1,211,791) | ( 980,414) |
| Acquisitions of non-controlling interests | ( 7,270) | ( 113) |
| Interest Paid | ( 42,858) | ( 53,947) |
| Change in non-controlling interests | ( 52,057) | ( 38,742) |
| Net cash used in financing activities | ( 1,576,163) | ( 1,937,924) |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 158,289 | 633,846 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 1,418,310 | 784,464 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 1,576,599 | $ 1,418,310 |
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
Universal Cement Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
1. GENERAL INFORMATION
Universal Cement Corporation (the Company) was incorporated in the Republic of China (ROC) in March 1960. The Company mainly manufactures and sells cement, ready mixed concrete and gypsum board panels.
The Company’s shares have been listed on the Taiwan Stock Exchange (TWSE) since February 1971.
The consolidated financial statements are presented in the Company’s functional currency, New Taiwan dollar.
2. APPROVAL OF FINANCIAL STATEMENTS
The accompanying consolidated financial statements were approved by the Company’s board of directors on March 10, 2025.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
a. The initial application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).
The initial application of the amendments to the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Group’s accounting policies.
b. The IFRS Accounting Standards endorsed by the FSC for application starting from 2025
| New, Amended and Revised Standards and Interpretations | Effective Date Announced by IASB (Note 1) |
|---|---|
| Amendments to IAS 21 “Lack of Exchangeability” | January 1, 2025 (Note 1) |
| Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” - the amendments to the application guidance of classification of financial assets | January 1, 2026 (Note 2) |
Note 1: An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2025. Upon initial application of the amendments to IAS 21, the Group shall not restate the comparative information and shall recognize any effect of initially applying the amendments as an adjustment to the opening balance of retained earnings or, if applicable, to the cumulative amount of translation differences in equity as well as affected assets or liabilities.
Note 2: An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2026. It is permitted to apply these amendments for an earlier period beginning on
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January 1, 2025. An entity shall apply the amendments retrospectively but is not required to restate prior periods. The effect of initially applying the amendments shall be recognized as an adjustment to the opening balance at the date of initial application. An entity may restate prior periods if, and only if, it is possible to do so without the use of hindsight.
As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group'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 | Effective Date Announced by IASB (Note 1) |
|---|---|
| Annual Improvements to IFRS Accounting Standards - Volume 11 | January 1, 2026 |
| Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” - the amendments to the application guidance of derecognition of financial liabilities | January 1, 2026 |
| Amendments to IFRS 9 and IFRS 7 “Contracts Referencing Nature-dependent Electricity” | January 1, 2026 |
| Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” | To be determined by IASB |
| IFRS 17 “Insurance Contracts” | January 1, 2023 |
| Amendments to IFRS 17 | January 1, 2023 |
| Amendments to IFRS 17 “Initial Application of IFRS 17 and IFRS 9 - Comparative Information” | January 1, 2023 |
| IFRS 18 “Presentation and Disclosure in Financial Statements” | January 1, 2027 |
| IFRS 19 “Subsidiaries without Public Accountability: Disclosures” | January 1, 2027 |
Note: Unless stated otherwise, the above IFRS Accounting Standards are effective for annual reporting periods beginning on or after their respective effective dates.
IFRS 18 "Presentation and Disclosure in Financial Statements"
IFRS 18 will supersede IAS 1" Presentation of Financial Statements". The main changes comprise:
Items of income and expenses included in the statement of profit or loss shall be classified into the operating, investing, financing, income taxes and discontinued operations categories.
The statement of profit or loss shall present totals and subtotals for operating profit or loss, profit or loss before financing and income taxes and profit or loss.
Provides guidance to enhance the requirements of aggregation and disaggregation: The Group shall identify the assets, liabilities, equity, income, expenses and cash flows that arise from individual transactions or other events and shall classify and aggregate them into groups based on shared characteristics, so as to result in the presentation in the primary financial statements of line items that have at least one similar characteristic. The Group shall disaggregate items with dissimilar characteristics in the primary financial statements and in the notes. The Group labels items as "other" only if it cannot find a more informative label.
Disclosures on Management-defined Performance Measures (MPMs): When in public communications outside financial statements and communicating to users of financial statements management's view of an aspect of the financial performance of the Group as a whole, the Group shall disclose related information about its MPMs in a single note to the
financial statements, including the description of such measures, calculations, reconciliations to the subtotal or total specified by IFRS Accounting Standards and the income tax and non-controlling interests effects of related reconciliation items.
As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group's financial position and financial performance and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Statement of compliance
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.
b. Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value, and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
3) Level 3 inputs are unobservable inputs for the assets or liabilities.
c. Classification of current and non-current assets and liabilities
Current assets include:
1) Assets held primarily for the purpose of trading;
2) Assets expected to be realized within 12 months after the reporting period; and
3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
Current liabilities include:
1) Liabilities held primarily for the purpose of trading;
2) Liabilities due to be settled within 12 months after the reporting period; and
3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
d. Basis of consolidation
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The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e. its subsidiaries).
Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company.
All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
See Note 13 and table 5 for detailed information on subsidiaries (including percentages of ownership and main business).
e. Foreign currencies
In preparing the financial statements of each individual group entity, transactions in currencies other than the entity's functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income.
Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.
For the purpose of presenting consolidated financial statements, the functional currencies of the Group entities (including subsidiaries in other countries that use currencies which are different from the currency of the Company) are translated into the presentation currency, the New Taiwan dollars as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income (attributed to the owners of the Company and non-controlling interests as appropriate).
f. Inventories
Inventories consist of raw materials and supplies, merchandise, finished goods and work-in-process. Inventories are stated at the lower of cost or net realizable value. Inventory write-downs are made by
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item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.
g. Investment in associates
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture.
The Group uses the equity method to account for its investments in associates.
Under the equity method, an investment in an associate is initially recognized at cost and adjusted thereafter to recognize the Group's share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group's share of equity of associates.
Any excess of the cost of acquisition over the Group's share of the net fair value of the identifiable assets and liabilities of an associate at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group's share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.
When the Group subscribes for additional new shares of the associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group's proportionate interest in the associate. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus – changes in capital surplus from investments in associates accounted for using the equity method. If the Group's ownership interest is reduced due to the additional subscription of the new shares of associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.
When the Group's share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Group's net investment in the associate), the Group discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.
The entire carrying amount of the investment is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
The Group discontinues the use of the equity method from the date on which its investment ceases to be an associate. Any retained investment is measured at fair value at that date and the fair value is regarded as its fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required had that associate directly disposed of the related assets or liabilities.
When a Group entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Group's consolidated financial statements only to the extent that interests in the associate are not related to the Group.
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h. Property, plant and equipment
Property, plant and equipment are measured at cost, less accumulated depreciation and accumulated impairment loss.
Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for intended use.
Depreciation on property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.
i. Investment properties
Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties also include land held for a currently undetermined future use.
Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.
For a transfer of classification from property, plant and equipment to investment properties, the deemed cost of the property for subsequent accounting is its carrying amount at the end of owner-occupation.
On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.
j. Intangible assets
Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
k. Impairment of property, plant and equipment, investment properties, right-of-use assets and intangible assets
At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, investment properties, right-of-use assets and intangible assets to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.
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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.
1. Financial instruments
Financial assets and financial liabilities are recognized when a Group entity becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
a) Measurement category
Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI
i. Financial assets at FVTPL
Financial assets are classified as at FVTPL when such a financial asset is mandatorily classified or designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.
Financial assets at FVTPL are subsequently measured at fair value, with dividends or interest and any remeasurement gains or losses on such financial assets are recognized in other gains or losses. Fair value is determined in the manner described in Note 31.
ii. Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
- i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
- ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets at amortized cost, including cash and cash
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equivalents, notes receivable, accounts receivable (Including related parties), 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 Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss when the Group's right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
b) Impairment of financial assets and contract assets
The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including accounts receivable), as well as contract assets.
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The Group always recognizes lifetime expected credit losses (i.e. ECLs) on accounts receivable and contract assets. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
For internal credit risk management purposes, the Group determines that the following situations indicate that a financial asset is in default (without taking into account any collateral held by the Group):
i. Internal or external information shows that the debtor is unlikely to pay its creditors.
ii. When a financial asset is more than 365 days past due unless the Group has reasonable and corroborative information to support a more lagged default criterion.
The impairment loss of all financial assets is recognized in profit or loss by a reduction in their carrying amounts through a loss allowance account.
c) Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset's carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.
2) Equity instruments
Equity instruments issued by a Group entity are classified as equity in accordance with the substance of the contractual arrangements and the definitions of an equity instrument.
Equity instruments issued by a Group entity are recognized at the proceeds received, net of direct issue costs.
The repurchase of the Company's own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Company's own equity instruments.
3) Financial liabilities
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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.
m. Revenue recognition
The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
Revenue from the sale of goods
Revenue from the sale of goods comes from sales of cement, ready mixed concrete and gypsum board panels. Sales of cement, ready mixed concrete and gypsum board panels are recognized as revenue when the goods are shipped because it is the time when the customer has full discretion over the manner of distribution, has the primary responsibility for sales to future customers and bears the risks of obsolescence. Accounts receivable and contract assets are recognized concurrently. Certain payments, which are retained by the customer as specified in the contract, are intended to ensure that the Group adequately completes all of its contractual obligations. Such retention receivables are recognized as contract assets until the Group satisfies its performance obligations. When the customer initially purchases cement, the transaction price received is recognized as a contract liability until the goods have been delivered to the customer.
n. Leases
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.
1) The Group as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases.
When a lease includes both land and building elements, the Group assesses the classification of each element separately as a finance or an operating lease based on the assessment as to whether substantially all the risks and rewards incidental to ownership of each element have been transferred to the lessee. The lease payments are allocated between the land and the building elements in proportion to the relative fair values of the leasehold interests in the land element and building element of the lease at the inception of a contract. If the allocation of the lease payments can be made reliably, each element is accounted for separately in accordance with its lease classification. When the lease payments cannot be allocated reliably between the land and building elements, the entire lease is generally classified as a finance lease unless it is clear that both elements are operating leases; in which case, the entire lease is classified as an operating lease.
2) The Group as lessee
The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for by applying recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease
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liabilities. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the lessee’s incremental borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. The Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.
o. Employee benefits
1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.
2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service costs (including current service cost, as well as gains and losses on settlements) and net interest on the net defined benefit liability (asset) are recognized as employee benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liability (asset) represents the actual deficit (surplus) in the Group’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.
p. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1) Current tax
The Group determines its current income (loss) according to the regulations established by the jurisdictions of the tax return to calculate its income tax payable (recoverable).
According to the Income Tax Law of ROC, an additional tax of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain the earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current years’ tax
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provision.
2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and unused loss carryforwards to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
3) Current and deferred taxes
Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively.
- CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group's accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
Based on the assessment of the Group's management, the accounting policies, estimates, and assumptions adopted by the Group has not been subject to material accounting judgements, estimates and assumptions uncertainty.
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6. CASH AND CASH EQUIVALENTS
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Cash on hand and petty cash | $ 428 | $ 461 |
| Checking accounts and demand deposits | 710,656 | 313,886 |
| Cash equivalent (investments with original maturities less than 3 months) | ||
| Time deposits (a) | 386,400 | 49,400 |
| Bonds with repurchase agreements (b) | 479,115 | 1,054,563 |
| $ 1,576,599 | $ 1,418,310 |
The ranges of interest rates of time deposits and bonds with repurchase agreements at the end of the reporting period were as follows:
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| a. Time deposits | 1.23%–1.46% | 1.1%–1.16% |
| b. Bonds with repurchase agreements | 1.43%–1.46% | 1.2%–1.23% |
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Financial assets - current | ||
| Financial assets mandatorily classified as at FVTPL | ||
| Non-derivative financial assets | ||
| Listed shares | $ 8,887 | $ 13,578 |
| Mutual funds | 372 | 394 |
| $ 9,259 | $ 13,972 | |
| Financial assets - non-current | ||
| Financial assets mandatorily classified as at FVTPL | ||
| Non-derivative financial assets | ||
| Limited Partnership | $ 40,948 | $ 47,558 |
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Investments in equity instruments at FVTOCI - Current | ||
| Domestic investments | ||
| Listed shares | $ 3,134,764 | $ 2,691,567 |
| Investments in equity instruments at FVTOCI - Non-current | ||
| Domestic investments | ||
| Listed private equity | $ 1,001,880 | $ 591,800 |
| Unlisted shares | 1,549,474 | 1,399,204 |
| $ 2,551,354 | $ 1,991,004 |
The Group invests in the aforementioned common stocks for strategic purposes. The Group believes that including the short-term fair value fluctuations of these investments in profit and loss is inconsistent with the aforementioned long-term investment plan. Therefore, they have chosen to designate these investments as FVTOCI.
Chinese Products Promotion Center completed its liquidation in August 2023 and returned a share capital of NT$2,125 thousand. Relevant other interests – unrealized gains on financial assets at fair value through other comprehensive income of NT$1,620 thousand are transferred to retained earnings.
The Group has had a significant influence on Bao Horng Cement Corp. since November 2024 (refer to Note14). This is due to the removal of FVTOCI, with the related other equity—unrealized gains on FVTOCI amounting to NT$17,242 thousand being transferred to retained earnings.
- 24 -
9. FINANCIAL ASSETS AT AMORTIZED COST
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Current | ||
| Time deposits with original maturity more than 3 months (a) | $ 92,300 | $ 127,283 |
| Pledged time deposits (a) | 67 | 67 |
| $ 92,367 | $ 127,350 | |
| Non-current | ||
| Pledged time deposits (a) | $ 8,010 | $ 8,010 |
| Refundable deposits | 3,502 | 8,985 |
| $ 11,512 | $ 16,995 |
a. The ranges of interest rates of time deposits and pledged time deposits with original maturities of more than 3 months at the end of the reporting period were as follows:
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Time deposits and pledged time deposits | 1.375%–1.70% | 1.25%–5.47% |
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 financial assets at amortized cost.
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Gross carrying amounts | ||
| Financial assets at amortized cost - current | $ 92,367 | $ 127,350 |
| Financial assets at amortized cost - non-current | 11,512 | 16,995 |
| $ 103,879 | $ 144,345 |
The Group invests only in debt instruments that have low credit risk for the purpose of impairment assessment. In measuring 12-month expected credit losses or lifetime expected credit losses for debt instrument investments, the Group considers the historical default rates, the current financial condition of debtors, and the future prospects of the industries. Due to the low credit risk of debtors and sufficient ability to settle contractual cash flows, as of December 31, 2024 and 2023, no expected credit losses have been recognized in financial assets measured at amortized cost.
11. NOTES RECEIVABLE AND ACCOUNTS RECEIVABLE (INCLUDING RELATED PARTIES)
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Notes receivable | ||
| At amortized cost | ||
| Notes receivable - operating | $ 535,879 | $ 566,922 |
| Notes receivable - non-operating | - | 333 |
| $ 535,879 | $ 567,255 | |
| Accounts receivable (Including related parties) | ||
| At amortized cost | $ 1,417,945 | $ 1,614,768 |
| Less: Allowance for impairment loss | 7,607 | 9,678 |
| $ 1,410,338 | $ 1,605,090 |
a. Notes receivable
The Group analyzed notes receivable based on their past due status and determined that none were overdue. As a result, no expected credit loss was recognized for notes receivable as of December 31, 2024, and 2023.
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 Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Group's credit risk was significantly reduced.
The Group recognizes loss allowance based on the use of lifetime expected credit losses on accounts receivable. The expected credit losses on accounts receivable are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor's current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of economic conditions at the reporting date. As the Group's historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group's different customer base.
The Group writes off an account receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For account receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
The following table details the loss allowance of accounts receivables based on the Group's provision matrix.
December 31, 2024
| Less than 30 Days | 31-60 Days | 61-90 Days | 91-120 Days | 121-150 Days | 151-365 Days | Over 365 Days | Total | |
|---|---|---|---|---|---|---|---|---|
| Expected credit loss rate | 0.12%–0.81% | 0.34%–0.93% | 0.79%–1.34% | 2.31%–2.70% | 6.47%–10.93% | 24.51%–38.57% | 100% | |
| Gross carrying amount | $ 958,857 | $ 292,351 | $ 107,672 | $ 48,653 | $ 5,607 | $ 4,315 | $ 490 | $ 1,417,945 |
| Loss allowance (Lifetime ECL) | ( 1,767) | ( 1,436) | ( 1,097) | ( 1,184) | ( 503) | ( 1,130) | ( 490) | ( 7,607) |
| Amortized cost | $ 957,090 | $ 290,915 | $ 106,575 | $ 47,469 | $ 5,104 | $ 3,185 | $ - | $ 1,410,338 |
| December 31, 2023 | Less than 30 Days | 31-60 Days | 61-90 Days | 91-120 Days | 121-150 Days | 151-365 Days | Over 365 Days | Total |
| Expected credit loss rate | 0.13%–0.82% | 0.37%–0.94% | 0.88%–1.35% | 2.31%–2.96% | 6.35%–13.41% | 23.78%–54.09% | 0% | |
| Gross carrying amount | $ 1,010,499 | $ 370,838 | $ 131,779 | $ 67,430 | $ 27,765 | $ 2,691 | $ 3,766 | $ 1,614,768 |
| Loss allowance (Lifetime ECL) | ( 1,210) | ( 2,537) | ( 1,640) | ( 2,115) | ( 2,013) | ( 163) | - | ( 9,678) |
| Amortized cost | $ 1,009,289 | $ 368,301 | $ 130,139 | $ 65,315 | $ 25,752 | $ 2,528 | $ 3,766 | $ 1,605,090 |
The Group has received accounts receivable of over 366 days in January 2024 and did not recognize the loss allowance of accounts receivable.
The movements of the loss allowance of contract asset (included in other current assets) and accounts receivable (including related parties) were as follows:
For the year of 2024
| Contract Asset | Accounts Receivable (Including related parties) | Total | |
|---|---|---|---|
| Balance at January 1 | $ 370 | $ 9,678 | $ 10,048 |
| Less: Allowance (reversal) for the year | ( 165) | ( 2,017) | ( 2,182) |
| Less: Written off for the year | - | ( 54) | ( 54) |
| Balance at December 31 | $ 205 | $ 7,607 | $ 7,812 |
For the year of 2023
| Contract Asset | Accounts Receivable (Including related parties) | Total | |
|---|---|---|---|
| Balance at January 1 | $ 1,549 | $ 19,237 | $ 20,786 |
| Less: Allowance (reversal) for the year | ( 1,179) | ( 6,863) | ( 8,042) |
| Less: Written off for the year | - | ( 2,696) | ( 2,696) |
| Balance at December 31 | $ 370 | $ 9,678 | $ 10,048 |
12. INVENTORIES
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Merchandise | $ 24,918 | $ 33,165 |
| Finished goods | 92,614 | 125,498 |
| Work in progress | 27,974 | 9,990 |
| Raw materials and supplies | 233,479 | 219,720 |
| $ 378,985 | $ 388,373 |
The cost of inventories recognized as cost of goods sold
| For the Years Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| The cost of inventories recognized as cost of goods sold | $ 6,355,678 | $ 6,260,222 |
13. SUBSIDIARIES
Subsidiaries included in the consolidated financial statements were as follows:
| Investor | Investor | Nature of Activities | Proportion of Ownership | Remark | |
|---|---|---|---|---|---|
| December 31 | 2024 | ||||
| The Company | Chiayi Ready-mixed Concrete Industry Co., Ltd. | Manufacturing and marketing of ready-mixed concrete | 86.63 | 86.63 | b |
| " | Huan-Chung International Co., Ltd. | Import, export, and sale of cement, cement material, fuel, and production | 69.99 | 69.99 | |
| " | Kaohsiung Pier Transportation Co., Ltd. | Trucking operation | 100 | 100 | |
| " | UCC Investment Co., Ltd. | Investment activities | 100 | 100 | |
| " | Universal Ready-mixed Concrete Industry Co., Ltd. | Manufacturing and marketing of ready-mixed concrete and gravel | 58.18 | 58.18 | |
| " | Unco Inc. | Marketing of electronic products | 100 | 100 | c |
| " | Li-Yong Development Co., Ltd. | Investment activities, trading for real estate and leasing business | 100 | 100 | |
| " | Tainan Ready-mixed Concrete Industry Co., Ltd. | Additional processing and marketing of ready-mixed concrete and cement | 67.45 | 67.45 | |
| UCC Investment Co., Ltd. | Universal Ready-mixed Concrete Industry Co., Ltd. | Manufacturing and marketing of ready-mixed concrete and gravel | 1.97 | 0.87 | a |
| " | Chiayi Ready-mixed Concrete Industry Co., Ltd. | Manufacturing and marketing of ready-mixed concrete | 0.01 | 0.01 | b |
| " | Huan-Chung International Co., Ltd. | Import, export, and sale of cement, cement material, fuel, and production | 0.01 | 0.01 | |
| " | Tainan Ready-mixed Concrete Industry Co., Ltd. | Additional processing and marketing of ready-mixed concrete and cement | 0.33 | 0.33 | a |
a. The Company acquired 145 thousand shares held by the non-controlling interest of Universal Ready-mixed Concrete Industry Co., Ltd. in July 2024, resulting in an increase in the shareholding ratio.
b. The Company conduct a cash capital increase of $50,000 thousand decided at the shareholders' meeting in October 2024, our company increased its capital by $43,315 thousand, resulting in an increase in shareholding ratio, and the registration has been completed.
c. The Company conduct a cash capital increase of $50,000 thousand decided at the board meeting in November 2024, our company fully increased its capital according to the original shareholding ratio, and the registration has been completed.
14. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Investments in associates :
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Unlisted shares | ||
| Material associate-Lioho Machine Works Ltd. | $ 11,347,598 | $ 10,804,634 |
| Associates that are not individually material-Bao Horng Cement Corp. | 39,663 | - |
| $ 11,407,261 | $ 10,804,634 |
1). Material associates
| Proportion of Ownership and Voting Rights | |
|---|---|
| December 31 | |
| Name of Associate | 2024 2023 |
| Lioho Machine Works Ltd. | 29.86% 29.86% |
The summarized financial information below represents amounts shown in the financial statements of Lioho Machine Works Ltd. which were prepared in accordance with IFRSs and adjusted by the Group for equity accounting purposes.
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Equity | $ 38,002,890 | $ 36,184,500 |
| For the Year Ended December 31 | ||
| 2024 | 2023 | |
| Operating revenue | $ 8,900,037 | $ 10,690,916 |
| Net profit for the year | $ 1,590,817 | $ 2,815,952 |
| Other comprehensive gain | $ 1,727,573 | ($ 689,915) |
| Dividends received from Lioho Machine Works Ltd. | $ 447,907 | $ 447,907 |
2). Associates that are not individually material
| For the Year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| The share of the Group | ||
| Total net income and other comprehensive income for the current year | $ 838 | $ - |
The Group originally held a shareholding ratio 13.96% of Bao Horng Cement Corp., acquired an additional shareholding ratio 12.96% for cash amounting to NT$28,320 thousand in November 2024, resulting in a cumulative holding of over 20%, which gives it significant influence over Bao Horng Cement Corp.. The Group has derecognized the previously recorded FVTOCI and has adopted the equity method to measure these assets. As of the date of this consolidated financial report's issuance, the price allocation report reflecting significant influence over Bao Horng Cement Corp. has not yet been completed.
Refer to Table 5 "Information on Investees" for the nature of activities, principal place of business and country of incorporation of the associates.
- PROPERTY, PLANT AND EQUIPMENT
| Land | Buildings | Machinery and equipment | Transportation equipment | Other equipment | Construction in progress | Total | |
|---|---|---|---|---|---|---|---|
| Cost | |||||||
| Balance at January 1, 2023 | $ 5,930,326 | $ 2,058,253 | $ 3,472,489 | $ 677,264 | $ 783,083 | $ 960,524 | $ 13,881,939 |
| Additions | - | 6,507 | 22,554 | 51,100 | 31,798 | 68,020 | 179,979 |
| Disposals | ( 504,586) | - | ( 8,356) | ( 9,512) | ( 7,567) | - | ( 530,021) |
| Reclassification | - | 24,007 | - | - | 21,182 | ( 45,189) | - |
| Balance at December 31, 2023 | $ 5,425,740 | $ 2,088,767 | $ 3,486,687 | $ 718,852 | $ 828,496 | $ 983,355 | $ 13,531,897 |
| Accumulated depreciation and impairment | |||||||
| Balance at January 1, 2023 | $ - | $ 1,204,473 | $ 3,263,326 | $ 540,990 | $ 584,446 | $ 377,166 | $ 5,970,401 |
| Depreciation expense | - | 30,730 | 38,615 | 36,243 | 22,856 | - | 128,444 |
| Disposals | - | - | ( 8,356) | ( 9,332) | ( 7,567) | - | ( 25,255) |
| Impairment loss | - | - | - | - | - | 116,111 | 116,111 |
| Balance at December 31, 2023 | $ - | $ 1,235,203 | $ 3,293,585 | $ 567,901 | $ 599,735 | $ 493,277 | $ 6,189,701 |
| Net carrying amounts at December 31, 2023 | $ 5,425,740 | $ 853,564 | $ 193,102 | $ 150,951 | $ 228,761 | $ 490,078 | $ 7,342,196 |
| Cost | |||||||
| Balance at January 1, 2024 | $ 5,425,740 | $ 2,088,767 | $ 3,486,687 | $ 718,852 | $ 828,496 | $ 983,355 | $ 13,531,897 |
| Additions | - | 13,704 | 95,376 | 36,749 | 20,472 | 30,498 | 196,799 |
| Disposals | - | - | ( 4,807) | ( 41,241) | ( 2,186) | - | ( 48,234) |
| Reclassification | - | 235 | 791,910 | - | 165,364 | ( 957,509) | - |
| Transfer from investment properties | 40,225 | 22,947 | - | - | - | - | 63,172 |
| Balance at December 31, 2024 | $ 5,465,965 | $ 2,125,653 | $ 4,369,166 | $ 714,360 | $ 1,012,146 | $ 56,344 | $ 13,743,634 |
| Accumulated depreciation and impairment | |||||||
| Balance at January 1, 2024 | $ - | $ 1,235,203 | $ 3,293,585 | $ 567,901 | $ 599,735 | $ 493,277 | $ 6,189,701 |
| Depreciation expense | - | 30,402 | 57,298 | 43,427 | 31,249 | - | 162,376 |
| Disposals | - | - | ( 4,807) | ( 39,594) | ( 2,141) | - | ( 46,542) |
| Reclassification | - | - | 468,872 | - | 24,405 | - | 493,277 |
| Transfer from investment properties | - | 22,315 | - | - | - | - | 22,315 |
| Balance at December 31, 2024 | $ - | $ 1,287,920 | $ 3,814,948 | $ 571,734 | $ 653,248 | $ - | $ 6,327,850 |
| Net carrying amounts at December 31, 2024 | $ 5,465,965 | $ 837,733 | $ 554,218 | $ 142,626 | $ 358,898 | $ 56,344 | $ 7,415,784 |
The Group sold the land of Yancheng Section, Nan District, Tainan City to non-related party in September 2023. The gains on the sale were NT$611,911 thousand and included in non-operating income.
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, recognized an impairment loss of NT$116,111 thousand in non-operating expenses.
The future recoverable amount is determined using the replacement cost method, taking into account all costs required to replace or build an entirely new asset under the current condition, less the physical depreciation, functional depreciation, and economic depreciation incurred to the assets of appraisal.
The above items of property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives as follows:
| Buildings | |
|---|---|
| Main buildings | 20-60 years |
| Outbuildings and construction | 2-16 years |
| Engineering systems | 9-16 years |
| Machinery equipment | 2-21 years |
| Transportation equipment | 2-7 years |
| Other equipment | 2-20 years |
- 29 -
16. LEASE ARRANGEMENTS
a. Right-of-use assets
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Carrying amounts | ||
| Land | $ 923 | $ 1,682 |
| Buildings | 155,648 | 200,986 |
| Transportation equipment | 15,189 | 19,760 |
| $ 171,760 | $ 222,428 | |
| For the Year Ended December 31 | ||
| 2024 | 2023 | |
| Additions to right-of-use assets | $ 2,473 | $ 10,626 |
| Depreciation charge for right-of-use assets | ||
| Land | $ 759 | $ 836 |
| Buildings | 47,048 | 46,932 |
| Transportation equipment | 5,357 | 4,379 |
| $ 53,164 | $ 52,147 |
b. Lease liabilities
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Carrying amounts | ||
| Current | $ 52,590 | $ 53,990 |
| Non-current | $ 125,529 | $ 175,887 |
Ranges of discount rates for lease liabilities were as follows:
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Land | 1.71% | 1.71%-2.36% |
| Buildings | 0.9%-1.71% | 0.9%-1.71% |
| Transportation equipment | 0.9%-1.95% | 0.9%-1.95% |
c. Material lease-in activities and terms
The Group leases certain land, plant and equipment for the use of operations with lease terms of 3-10 years. The Group is prohibited from subleasing or transferring all or any portion of the land and buildings leased from Taiwan International Port Corporation without the lessor’s consent.
d. Other lease information
| For the Year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Expenses relating to short-term leases | $ 22,644 | $ 21,496 |
| Expenses relating to low-value assets leases | $ 1,065 | $ 765 |
| Total cash outflow for leases | $ 79,693 | $ 76,139 |
The Group leases certain assets which qualify as short-term leases and low-value asset leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.
17. INVESTMENT PROPERTIES
| Land | Buildings | Total | |
|---|---|---|---|
| Cost | |||
| Balance at January 1 and December 31, 2023 | $ 876,874 | $ 145,272 | $ 1,022,146 |
| Accumulated depreciation and impairment | |||
| Balance at January 1, 2023 | $ 62,264 | $ 118,002 | $ 180,266 |
| Depreciation expense | - | 1,163 | 1,163 |
| Balance at December 31, 2023 | $ 62,264 | $ 119,165 | $ 181,429 |
| Net carrying amounts at December 31, 2023 | $ 814,610 | $ 26,107 | $ 840,717 |
| Land | Buildings | Total | |
| Cost | |||
| Balance at January 1, 2024 | $ 876,874 | $ 145,272 | $ 1,022,146 |
| Transfer to property, plant and equipment | ( 40,225) | ( 22,947) | ( 63,172) |
| Balance at December 31, 2024 | $ 836,649 | $ 122,325 | $ 958,974 |
| Accumulated depreciation and impairment | |||
| Balance at January 1, 2024 | $ 62,264 | $ 119,165 | $ 181,429 |
| Depreciation expense | - | 1163 | 1,163 |
| Transfer to property, plant and equipment | - | ( 22,315) | ( 22,315) |
| Balance at December 31, 2024 | $ 62,264 | $ 98,013 | $ 160,277 |
| Net carrying amounts at December 31, 2024 | $ 774,385 | $ 24,312 | $ 798,697 |
As of December 31, 2024 and 2023, the Group has not yet completed the property registration of the land, both are amounting to NT$113,247 thousand because of the restriction in the regulations but the property has been secured with mortgage registration.
The Group are depreciated using the straight-line method over 10-61 years of useful lives.
The fair values of the Group as of December 31, 2024 and 2023 were NT$2,352,345 thousand and NT$2,072,466 thousand, respectively. The fair values were determined by the independent appraisal company on each balance sheet date in the past three years with reference to similar real estate. The fair value of the transaction price is based on market evidence, or the Group's management refers to the actual transaction price in nearby areas.
Gross lease payments receivable of the future under operating leases of investment properties were as follows:
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Year 1 | $ 11,449 | $ 14,702 |
| Year 2 | 8,100 | 7,167 |
| Year 3 | 8,028 | 7,176 |
| Year 4 | 7,970 | 7,176 |
| Year 5 | 4,302 | 7,118 |
| Year 5 onwards | 11,900 | 3,451 |
| $ 51,749 | $ 46,790 |
18. OTHER INTANGIBLE ASSETS
| Patents | Licenses and Franchises | Trademarks | Computer Software | Total | |
|---|---|---|---|---|---|
| Cost | |||||
| Balance at January 1, 2023 | $ 9,082 | $ 5,762 | $ 44 | $ 14,751 | $ 29,639 |
| Additions | 649 | - | - | 2,152 | 2,801 |
| Balance at December 31, 2023 | $ 9,731 | $ 5,762 | $ 44 | $ 16,903 | $ 32,440 |
| Accumulated amortization | |||||
| Balance at January 1, 2023 | $ 6,008 | $ 4,104 | $ 14 | $ 7,521 | $ 17,647 |
| Amortization expense | 923 | 237 | 4 | 2,981 | 4,145 |
| Balance at December 31, 2023 | $ 6,931 | $ 4,341 | $ 18 | $ 10,502 | $ 21,792 |
| Net carrying amounts at December 31, 2023 | $ 2,800 | $ 1,421 | $ 26 | $ 6,401 | $ 10,648 |
| Cost | |||||
| Balance at January 1, 2024 | $ 9,731 | $ 5,762 | $ 44 | $ 16,903 | $ 32,440 |
| Additions | 764 | - | - | 985 | 1,749 |
| Balance at December 31, 2024 | $ 10,495 | $ 5,762 | $ 44 | $ 17,888 | $ 34,189 |
| Accumulated amortization | |||||
| Balance at January 1, 2024 | $ 6,931 | $ 4,341 | $ 18 | $ 10,502 | $ 21,792 |
| Amortization expense | 951 | 237 | 4 | 2,674 | 3,866 |
| Balance at December 31, 2024 | $ 7,882 | $ 4,578 | $ 22 | $ 13,176 | $ 25,658 |
| Net carrying amounts at December 31, 2024 | $ 2,613 | $ 1,184 | $ 22 | $ 4,712 | $ 8,531 |
The above intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:
| Patents | 2-20 years |
|---|---|
| Licenses and franchises | 10 years |
| Trademarks | 10 years |
| Computer Software | 2-5 years |
- 31 -
19. BORROWINGS
a. Short-term borrowings
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Unsecured borrowings | ||
| Line of credit borrowings | $ 2,100,000 | $ 1,700,000 |
| The range of interest rates | 1.85%-1.99% | 1.75%-1.88% |
b. Short-term bills payable
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Commercial papers | $ 170,000 | $ 275,000 |
| Less: Unamortized discount on bills payable | 404 | 215 |
| $ 169,596 | $ 274,785 |
The Group did not provide any collateral over these balance.
Outstanding short-term bills payable as follows:
| Promissory Institutions | Nominal Amount | Discount Amount | Carrying Value | Interest Rate |
|---|---|---|---|---|
| December 31, 2024 | ||||
| Taiwan Finance Co., Ltd. | $ 100,000 | $ 238 | $ 99,762 | 2.118% |
| Ta Ching Bills Finance Co., Ltd. | 70,000 | 166 | 69,834 | 2.118% |
| $ 170,000 | $ 404 | $ 169,596 | ||
| December 31, 2023 | ||||
| Taiwan Finance Co., Ltd. | $ 80,000 | $ 28 | $ 79,972 | 1.798% |
| Mega Bills Finance Co., Ltd. | 195,000 | 187 | 194,813 | 1.828%-1.928% |
| $ 275,000 | $ 215 | $ 274,785 |
c. Long-term borrowings
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Unsecured borrowings | ||
| Line of credit borrowings | $ - | $ 500,000 |
| Less: Long-term borrowings due within one year | - | 500,000 |
| Long-term borrowings | $ - | $ - |
The Group obtained new unsecured bank loans in February and September 2023, amounting to $280,000 thousand and $220,000 thousand respectively. These loans are due in March and October 2024, with annual interest rates of 1.795% as of December 31, 2023, respectively. The Group repaid the loans in advance in March 2024.
20. NOTES PAYABLE AND ACCOUNTS PAYABLE (INCLUDING RELATED PARTIES)
Notes payable and accounts payable (including related parties) arose from operating activities. The average credit period on purchases is 30-65 days. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms. Therefore, no interest was charged on the payables.
21. OTHER PAYABLES AND OTHER LIABILITIES
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Current | ||
| Other payable | ||
| Payable for salaries or bonus | $ 131,426 | $ 127,931 |
| Payable for remuneration to directors | 56,571 | 53,921 |
| Payable for remuneration to employees | 55,038 | 50,211 |
| Payable for freight | 19,585 | 20,625 |
| Payable for annual leave | 15,213 | 12,883 |
| Payable for taxes | 11,994 | 9,002 |
| Payables for equipment | 2,105 | 11,194 |
| Others | 127,378 | 120,253 |
| $ 419,310 | $ 406,020 | |
| Other liabilities | ||
| Receipts in advance | $ 16,501 | $ 7,161 |
| Temporary receipts | 11,309 | 14,673 |
| Others | 199 | 246 |
| $ 28,009 | $ 22,080 |
- RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The Group adopted a pension plan under the Labor Pension Act (the LPA), which is a state-managed defined contribution plan. Under the LPA, the Group makes monthly contributions to employees' individual pension accounts at 6% of monthly salaries and wages.
b. Defined benefit plans
The defined benefit plan adopted by the Group in accordance with the Labor Standards Law is operated by the government. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Group contributes amounts equal to 2%–3% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee's name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (“the Bureau”); the Group has no right to influence the investment policy and strategy.
In 2022 and 2023, the Company and Universal Ready-mixed Concrete Industry Co., Ltd. fully settled all employee retirement benefits and applied to the Bureau of Labor Insurance, MOL to close the pension fund. We are approval from the bureau to receive the remaining balance in the pension fund during 2023 and 2024.
The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Present value of defined benefit obligation | $ 2,036 | $ 1,881 |
| Fair value of plan assets | ( 11,776) | ( 16,858) |
| Net defined benefit liability | ($ 9,740) | ($ 14,977) |
Movements in net defined benefit liability were as follows:
| Present Value of the Defined Benefit Obligation | Fair Value of the Plan Assets | Net Defined Benefit Liability | |
|---|---|---|---|
| Balance at January 1, 2023 | $ 22,704 | ($ 38,128) | ($ 15,424) |
| Service cost | |||
| Current service cost | 250 | - | 250 |
| Liquidation benefit | - 3,416 | 2,951 | ( 465) |
| Net interest expense (income) | 270 | ( 281) | ( 11) |
| Recognized in profit or loss | - 2,896 | 2,670 | ( 226) |
| Remeasurement | |||
| Return on plan assets (excluding amounts included in net interest) | - | ( 44) | ( 44) |
| Actuarial loss - changes in demographic assumptions | 65 | - | 65 |
| Actuarial loss - changes in financial assumptions | 162 | - | 162 |
| Actuarial loss - experience adjustments | 569 | - | 569 |
| Recognized in other comprehensive income | 796 | ( 44) | 752 |
| Contributions from the employer | - | ( 79) | ( 79) |
| Benefits paid | ( 18,723) | 18,723 | - |
| Balance at December 31, 2023 | $ 1,881 | ($ 16,858) | ($ 14,977) |
| Net interest expense (income) | 155 | ( 4,300) | - 4,145 |
| Recognized in profit or loss | 155 | ( 4,300) | - 4,145 |
| Contributions from the employer | - | ( 105) | ( 105) |
| Close the pension fund | - | 9,487 | 9,487 |
| Balance at December 31, 2024 | $ 2,036 | ($ 11,776) | ($ 9,740) |
An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans is as follows:
| December 31 | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Operating costs | ($ 1,665) | $ | - |
| Selling and marketing expenses | ( 447) | - | |
| General and administrative expenses | ( 1,941) | ( | 226) |
| Research and development expenses | ( 92) | - | |
| ($ 4,145) | ($ | 226) |
Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:
- 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.
- Interest risk: A decrease in the government and corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan's debt investments.
- 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:
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Discount rate | - | 1.28% |
| Expected rate of salary increase | - | 1.5% - 1.625% |
If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Discount rate | ||
| 0.5% increase | - | ($ 89) |
| 0.5% decrease | - | $ 96 |
| Expected rate of salary increase | ||
| 0.5% increase | - | $ 86 |
| 0.5% decrease | - | ($ 81) |
The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| The expected contributions to the plan for the next year | - | $ 109 |
| The average duration of the defined benefit obligation | - | 2 – 24 years |
- 34 -
23. EQUITY
a. Share capital
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Number of shares authorized (thousands) | 1,000,000 | 1,000,000 |
| Capital stock authorized | $ 10,000,000 | $ 10,000,000 |
| Number of shares issued and fully paid (thousands) | 686,682 | 673,217 |
| Capital stock issued | $ 6,866,818 | $ 6,732,175 |
The Corporation’s shareholders meeting resolved to distribute share dividends of 19,608 thousand shares with par value of $10 on June 16, 2023, to increase the authorized share capital to $6,732,175 thousand. Which was approved by the Financial Supervisory Commission (“FSC”) on July 3, 2023. The record date was July 29, 2023 and the change of registration was completed on August 16, 2023.
The Corporation’s shareholders meeting resolved to distribute share dividends of 13,464 thousand shares with par value of $10 on June 21, 2024, to increase the authorized share capital to $6,866,818 thousand. Which was approved by the Financial Supervisory Commission (“FSC”) on June 27, 2024. The record date was July 22, 2024 and the change of registration was completed on August 7, 2024.
b. Capital surplus
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital (Note) | ||
| Treasury share transactions | $ 21,606 | $ 21,606 |
| Differences between the actual equity value of subsidiaries acquired or disposed and its carrying amounts. | 56,451 | 57,377 |
| May be used to offset a deficit only | ||
| Changes in interests in associates accounted for using the equity method | 22,260 | 22,260 |
| Overdue dividends not collected by shareholders | 22,469 | 22,476 |
| $ 122,786 | $ 123,719 |
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 every year).
c. Retained earnings and dividend policy
Under the dividend policy as set forth in the Company’s Articles, if the Company makes profit in a fiscal year, the profit shall be first utilized to pay taxes, offset losses of previous years, set aside as legal reserve with 10% of the remaining profit, set aside or reverse a special reserve in accordance with the laws and regulations, and lastly, together with any undistributed retained earnings, serve as the basis of a distribution plan proposed by the Company’s board of directors in accordance with the resolution of the shareholders’ meeting pertaining to the distribution of dividends and bonus to shareholders. The policies on the distribution of employees’ compensation and remuneration of directors in the Company’s Articles refer to Note 25-g.
According to the Company’s Articles, the bonus to shareholders 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 amount of other deductions from equity 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 if the prior unappropriated earnings is not sufficient.
The appropriations of 2023 and 2022 earnings have been proposed by the Company’s regular shareholders meeting on June 21, 2024 and June 16, 2023, respectively. The appropriations and dividends per share were as follows:
Legal reserve
$ 210,852
$ 204,243
Cash dividends
$ 1,211,791
$ 980,414
Stock dividends
$ 134,643
$ 196,083
Cash dividends per share (NT$)
$ 1.8
$ 1.5
Stock dividends per share (NT$)
$ 0.2
$ 0.3
Legal reserve
$ 149,953
Cash dividends
$ 1,167,359
Cash dividends per share (NT$)
$ 1.7
The appropriation of earnings for 2024 will subject to the resolution of the shareholders meeting.
d. Special reserves
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| $ 3,185,793 | $ 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
| For the year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Balance at January 1 | ($ 1,009,492) | ($ 799,476) |
| Recognized for the year | ||
| Share from associates accounted for using the equity method | 505,821 | ( 210,016) |
| Balance at December 31 | ($ 503,671) | ($ 1,009,492) |
2) Unrealized gain (loss) on financial assets at FVTOCI
| For the year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| $ 1,743,007 | $ 1,711,898 | |
| 1,002,158 | 31,022 | |
| ( 481) | 848 | |
| 1,001,677 | 31,870 | |
| ( 17,242) | ( 1,620) | |
| - | 859 | |
| $ 2,727,442 | $ 1,743,007 |
3) Remeasurement of defined benefit plans
| For the year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| $ 91,254 | $ 89,394 | |
| - | ( 550) | |
| - | 110 | |
| 10,513 | 2,300 | |
| $ 101,767 | $ 91,254 |
Balance at January 1
Balance at January 1
Remeasurement
Remeasurement on defined benefit plans related income tax
Share from associates accounted for using the equity method
Balance at December 31
4) Other equity items
| For the year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Balance at January 1 and December 31 | ($ 17,217) | ($ 17,217) |
f. Non-controlling interests
| For the year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Balance at January 1 | $ 808,952 | $ 608,574 |
| Net profit for the year | 48,051 | 239,494 |
| Other comprehensive income (loss) during the year | ||
| Unrealized gain (loss) on financial assets at FVTPL | 205 | 122 |
| Remeasurement on defined benefit plans | - | (202) |
| Remeasurement on defined benefit plans related income tax | - | 40 |
| Non-controlling dividend distribution | (58,735) | (38,742) |
| Acquisition of non-controlling interests in the subsidiary (Note 28) | (6,344) | (334) |
| Cash capital increase for non-controlling interests | 6,678 | - |
| Balance at December 31 | $ 798,807 | $ 808,952 |
- REVENUE
| For the year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Revenue from contracts with customers | ||
| Revenue from sale of goods | $ 7,949,958 | $ 7,798,798 |
| Revenue from rendering of services | 3,776 | 3,564 |
| $ 7,953,734 | $ 7,802,362 |
a. Contract balances
| December 31 | January 1, | ||
|---|---|---|---|
| 2024 | 2023 | 2023 | |
| Notes and accounts receivable (Including related parties) | $ 1,946,217 | $ 2,172,345 | $ 1,983,282 |
| Contract assets (included in other current assets) | |||
| Sale of goods | $ 1,023 | $ 1,850 | $ 7,744 |
| Less: Loss allowance | 205 | 370 | 1,549 |
| $ 818 | $ 1,480 | $ 6,195 | |
| Contract liabilities - current | |||
| Sale of goods | $ 2,267 | $ 2,359 | $ 2,084 |
In accordance with the terms of the contract, the Group recognizes the construction retention money as contract assets before completing the contractual obligations, and considers the historical default loss rates and the state of the industry in estimating expected credit loss.
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Expected credit loss rate | 20% | 20% |
| Gross carrying amount | $ 1,023 | $ 1,850 |
| Loss allowance (Lifetime ECL) | (205) | (370) |
| $ 818 | $ 1,480 |
The movements of the loss allowance of contract assets refer to Note 11.
b. Disaggregation of revenue from contracts with Customers
| For the year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Concrete | $ 5,127,395 | $ 5,001,709 |
| Cement | 1,722,759 | 1,710,966 |
| Gypsum board panels | 1,077,450 | 1,053,982 |
| Others | 26,130 | 35,705 |
| $ 7,953,734 | $ 7,802,362 |
- PROFIT BEFORE INCOME TAX
a. Interest income
| For the year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Bank deposits | $ 4,453 | $ 6,132 |
| Bonds with repurchase agreements | 11,500 | 3,845 |
| Others | 36 | - |
| $ 15,989 | $ 9,977 |
b. Other income
| For the year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Rental income - investment properties (Note 17) | $ 19,528 | $ 17,748 |
| Dividend income | 226,710 | 231,873 |
| Litigation Settlement Revenue | 11,464 | - |
| Others | 27,807 | 27,034 |
| $ 285,509 | $ 276,655 |
c. Other gains and losses
| For the year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Net foreign exchange gains (losses) | $ 1,497 | $ 942 |
| Gain on disposal of property, plant and equipment | 9,948 | 612,623 |
| Gain (Loss) in financial assets | ||
| Financial assets mandatorily classified as at FVTPL | 2,702 | 42,755 |
| Impairment loss on assets | - | ( 116,111) |
| Others | 1,065 | ( 3,832) |
| $ 15,212 | $ 536,377 |
d. Interest expense
| For the year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Interest on bank loans | $ 40,209 | $ 52,336 |
| Interest on lease liabilities | 2,722 | 3,335 |
| $ 42,931 | $ 55,671 |
e. Depreciation and amortization
| For the year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Property, plant and equipment | $ 162,376 | $ 128,444 |
| Right-of-use assets | 53,164 | 52,147 |
| Investment properties | 1,163 | 1,163 |
| Intangible assets | 3,866 | 4,145 |
| $ 220,569 | $ 185,899 |
- 38 -
| An analysis of depreciation - by function | ||
|---|---|---|
| Operating costs | $ 147,684 | $ 119,627 |
| Operating expenses | 67,856 | 60,964 |
| Others (included in non-operating income and expense) | 1,163 | 1,163 |
| $ 216,703 | $ 181,754 | |
| An analysis of amortization - by function | ||
| Operating costs | $ 546 | $ 572 |
| Operating expenses | 3,320 | 3,573 |
| $ 3,866 | $ 4,145 |
f. Employee benefits expense
| For the year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Short-term employee benefits expense | $ 620,869 | $ 613,673 |
| Salaries | 59,960 | 59,504 |
| Labor and health insurance | 86,527 | 79,811 |
| Others | 767,356 | 752,988 |
| Post-employment benefits | ||
| Defined contribution plans | 29,029 | 28,141 |
| Defined benefit plans (Note 22) | ( 4,145) | ( 226) |
| 24,884 | 27,915 | |
| $ 792,240 | $ 780,903 | |
| An analysis of employee benefits expense - by function | ||
| Operating costs | $ 542,793 | $ 497,677 |
| Operating expenses | 249,447 | 283,226 |
| $ 792,240 | $ 780,903 |
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, 2024 and 2023 have been approved on March 10, 2025 and March 15, 2024, respectively as follows:
| Accrual rate | For the year Ended December 31 | |
|---|---|---|
| 2024 | 2023 | |
| Employees' compensation | 2.98% | 1.80% |
| Remuneration of directors | 2.76% | 1.80% |
| Amount | For the year Ended December 31 | |
| 2024 | 2023 | |
| Employees' compensation | $ 53,000 | $ 42,971 |
| Remuneration of directors | $ 49,000 | $ 42,971 |
If there is a change in the amounts after the annual consolidated financial statements were authorized for issue, the differences will be recognized in the next year as a change in accounting estimate.
There was no difference between the actual amounts of employees' compensation and remuneration of directors and supervisors paid and the amounts recognized in the consolidated financial statements for the year ended December 31, 2023 and 2022.
Information on the compensation of employees and remuneration of directors resolved by the Company's Board of Directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.
- INCOME TAX
a. Income tax recognized in profit or loss
Major components of income tax expense were as follows:
| For the year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Current tax | ||
| In respect of the current period | $ 222,249 | $ 266,429 |
| Additional unappropriated earnings | 63,395 | 37,325 |
| Adjustments for prior years | ( 5,552) | ( 5,340) |
| 280,092 | 298,414 | |
| Deferred tax | ||
| In respect of the current period | ( 3,334) | ( 63,074) |
| $ 276,758 | $ 235,340 |
A reconciliation of accounting profit and income tax expenses is as follows:
| For the year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Profit before tax | $ 1,807,096 | $ 2,582,592 |
| Income tax expense calculated at the statutory rate | $ 361,419 | $ 516,518 |
| Tax-exempt income | ( 45,342) | ( 267,334) |
| Non-deductible expenses (income) in determining taxable income | ( 94,867) | ( 76,624) |
| Unrecognized deductible temporary differences | ( 5,236) | 23,229 |
| Net operating loss carryforwards used | 3,902 | 3,308 |
| Loss carryforwards utilized for the current year | ( 961) | ( 160) |
| Additional income tax under the Alternative Minimum Tax Act | - | 2,500 |
| Additional income tax on unappropriated earnings | 63,395 | 37,325 |
| Land value increment tax | - | 1,918 |
| Income tax adjustments on prior years | ( 5,552) | ( 5,340) |
| $ 276,758 | $ 235,340 |
b. Income tax recognized in other comprehensive income
| For the year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Deferred tax | ||
| In respect of the current year | ||
| Remeasurement of defined benefit plans | $ - | $ 150 |
c. Current tax assets and liabilities
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Current tax assets | ||
| Income tax receivables | $ 764 | $ - |
| Current tax liabilities | ||
| Income tax payable | $ 184,723 | $ 157,831 |
d. Deferred tax assets and liabilities
The movements of deferred tax assets and deferred tax liabilities were as follows:
For the year of 2024
| Opening Balance | Acquired in a business combination | Recognized in Profit or Loss | Recognized in Other Comprehensive Income | Closing Balance | |
|---|---|---|---|---|---|
| Deferred Tax Assets | |||||
| Temporary differences | |||||
| Allowance for impairment loss | $ 825 | $ - | $ 1 | $ - | $ 826 |
| Defined benefit obligation | 5,659 | - | ( 5,536) | - | 123 |
| Unrealized exchange losses | 160 | - | - 160 | - | - |
| Unrealized loss for losses of Inventory valuation and obsolescence | 132 | - | 99 | - | 231 |
| Unrealized payable promotion expenses | 8,012 | - | 2,236 | - | 10,248 |
| Loss carryforwards | 577 | - | - 111 | - | 466 |
| Others | 1,146 | - | 272 | - | 1,418 |
| $ 16,511 | $ - | -$ 3,199 | $ - | $ 13,312 | |
| Deferred Tax Liabilities | |||||
| Temporary differences | |||||
| Land value increment tax | $ 1,236,442 | $ - | $ - | $ - | $ 1,236,442 |
| Defined benefit obligation | 8,665 | - | ( 6,639) | - | 2,026 |
| Unrealized exchange gains | - | - | 106 | - | 106 |
| $ 1,245,107 | $ - | ($ 6,533) | $ - | $ 1,238,574 |
For the year of 2023
| Opening Balance | Acquired in a business combination | Recognized in Profit or Loss | Recognized in Other Comprehensive Income | Closing Balance | |
|---|---|---|---|---|---|
| Deferred Tax Assets | |||||
| Temporary differences | |||||
| Allowance for impairment loss | $ 1,254 | $ - | ($ 429) | $ - | $ 825 |
| Defined benefit obligation | 5,645 | - | ( 76) | 90 | 5,659 |
| Unrealized exchange losses | - | - | 160 | - | 160 |
| Unrealized loss for losses of Inventory valuation and obsolescence | 255 | - | ( 123) | - | 132 |
| Unrealized payable promotion expenses | 5,326 | - | 2,686 | - | 8,012 |
| Loss carryforwards | - | - | 577 | - | 577 |
| Others | 1,418 | - | ( 272) | - | 1,146 |
| $ 13,898 | $ - | $ 2,523 | $ 90 | $ 16,511 | |
| Deferred Tax Liabilities | |||||
| Temporary differences | |||||
| Land value increment tax | $ 1,296,376 | $ - | ($ 59,934) | $ - | $ 1,236,442 |
| Defined benefit obligation | 8,725 | - | - | ( 60) | 8,665 |
| Unrealized exchange gains | 617 | - | ( 617) | - | - |
| $ 1,305,718 | $ - | ($ 60,551) | ($ 60) | $ 1,245,107 |
e. Deductible temporary differences, unused loss carryforwards and unused investment credits for which no deferred tax assets have been recognized in the consolidated balance
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Loss carryforwards | ||
| Expire in 2034 | $19,512 | $ - |
| Expire in 2033 | 16,539 | 19,423 |
| Expire in 2032 | 9,059 | 9,059 |
| Expire in 2031 | 3,887 | 3,887 |
| Expire in 2030 | 8,003 | 8,003 |
| Expire in 2029 | 10,273 | 10,273 |
| Expire in 2028 | 57,779 | 57,779 |
| Expire in 2027 | 69,078 | 69,078 |
| Expire in 2026 | 47,759 | 47,759 |
| Expire in 2025 | 56,898 | 58,819 |
| Expire in 2024 | - | 40,128 |
| $ 298,787 | $ 324,208 | |
| December 31 | ||
| --- | --- | --- |
| 2024 | 2023 | |
| Deductible temporary differences | ||
| Inventory write-down and obsolescence losses | $ 31,818 | $ 34,027 |
| Asset impairment losses | 651,904 | 677,870 |
| $ 683,722 | $ 711,897 |
f. Income tax return assessments
The corporate income taxes declared by its subsidiary Uneo Inc., Li-Yong Development Co., Ltd., Kaohsiung Pier Transportation Co., Ltd., Chiayi Ready-mixed Concrete Industry Co., Ltd., Huan-Chung International Co., Ltd., UCC Investment Co., Ltd., Tainan Ready-mixed Concrete Industry Co., Ltd., and Universal Ready-mixed Concrete Industry Co., Ltd., till the end of 2022, approved by the tax collection authority.
Huan-Chung
27. EARNINGS PER SHARE
The weighted average number of shares outstanding used in the earnings per share computation was adjusted retrospectively for the issuance of bonus shares. The record date was July 22, 2024. The basic and diluted earnings per share adjusted retrospectively for the year ended December 31, 2023 were as follows:
Unit: NT$ Per Share
| Before Retrospective Adjustment | After Retrospective Adjustment | |
|---|---|---|
| Basic earnings per share | $3.13 | $3.07 |
| Diluted earnings per share | $3.12 | $3.06 |
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
| For the year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Net profit attributable to owners of the Corporation | $ 1,482,287 | $ 2,107,758 |
Number of shares
Unit: Thousand shares
| For the year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Weighted average number of ordinary shares in computation of basic earnings per share | 686,682 | 686,682 |
| Effect of potentially dilutive ordinary shares: | ||
| Employees’ compensation | 2,197 | 1,801 |
| Weighted average number of ordinary shares in the computation of diluted earnings per share | 688,879 | 688,483 |
The Group may settle compensation paid to employees in cash or shares; therefore, the Group assumes that the entire amount of the compensation or bonus will be settled in shares, and the resulting potential shares will be included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
28. EQUITY TRANSACTIONS WITH NON-CONTROLLING INTERESTS
In July 2024 and November 2023, the Group acquired shares held by the non-controlling interest of Universal Concrete Industrial Corporation. And its shareholding increased from 59.05% to 60.15% and 58.99% to 59.05%.
The above transactions were accounted for as equity transactions since the Group did not cease to have control over these subsidiaries.
| Obtaining non-controlling interests | |||
|---|---|---|---|
| 2024 | 2023 | ||
| Cash payments | ($ 7,270) | ($ 113) | |
| The carrying amount of the subsidiary's net assets that shall be transferred to non-controlling interest based on relative equity changes | 6,344 | 334 | |
| Difference in equity transactions | ($ 926) | $ 221 | |
| Adjustment accounts for difference in equity transactions | |||
| Capital surplus – Actual Difference between consideration and carrying amount of subsidiaries acquired or disposed | ($ 926) | $ 221 |
29. CASH FLOWS INFORMATION
Cash used in obtaining property, plant and equipment by the Group during 2024 and 2023 were as follows:
| For the year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Increase in property, plant and equipment | $ 196,799 | $ 179,979 |
| Decrease in payables for equipment | 9,089 | 164 |
| Increase (decrease) in prepayments for equipment | ( 26,241) | 15,427 |
| Paid in cash | $ 179,647 | $ 195,570 |
30. CAPITAL MANAGEMENT
The Group needs to maintain sufficient capital to fulfill the Group’s requirements of capital to build and expand its production facilities and equipment. Therefore, the capital management of the Group shall ensure on the necessary financial resources and a comprehensive operational plan to fulfill the future demand of working capital, capital expenditures, research and development expenses, debts repayment and dividend distributions.
- 42 -
31. FINANCIAL INSTRUMENTS
a. Fair value of financial instruments are not measured at fair value
The Group believes that the carrying amounts of financial instruments that are not measured at fair value, including cash and cash equivalents, 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, 2024
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets at FVTPL | ||||
| Listed shares | $ 8,887 | $ - | $ - | $ 8,887 |
| Mutual funds | 372 | - | - | 372 |
| Limited partnership | - | - | 40,948 | 40,948 |
| $ 9,259 | $ - | $ 40,948 | $ 50,207 | |
| Financial assets at FVTOCI | ||||
| Investments in equity instruments | ||||
| Listed shares | $ 3,134,764 | $ 1,001,880 | $ - | $ 4,136,644 |
| Unlisted shares | - | - | 1,549,474 | 1,549,474 |
| $ 3,134,764 | $ 1,001,880 | $ 1,549,474 | $ 5,686,118 |
December 31, 2023
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets at FVTPL | ||||
| Listed shares | $ 13,578 | $ - | $ - | $ 13,578 |
| Mutual funds | 394 | - | - | 394 |
| Limited partnership | - | - | 47,558 | 47,558 |
| $ 13,972 | $ - | $ 47,558 | $ 61,530 | |
| Financial assets at FVTOCI | ||||
| Investments in equity instruments | ||||
| Listed shares | $ 2,691,567 | $ 591,800 | $ - | $ 3,283,367 |
| Unlisted shares | - | - | 1,399,204 | 1,399,204 |
| $ 2,691,567 | $ 591,800 | $ 1,399,204 | $ 4,682,571 |
There were no transfers between Level 1 and 2 in 2024 and 2023.
2) Reconciliation of Level 3 fair value measurements of financial instruments
For the year of 2024
| Financial assets at fair value through profit or loss | Financial assets at fair value through other comprehensive income | Total | |
|---|---|---|---|
| Balance at January 1 | $ 47,558 | $ 1,399,204 | $ 1,446,762 |
| Additions | - | 13,263 | 13,263 |
| Transfer to equity method | - | ( 13,263) | ( 13,263) |
| Recognized in profit (other gains and losses) | ( 6,610) | - | ( 6,610) |
| Recognized in other comprehensive income (unrealized valuation gain or loss on financial assets at fair value through other comprehensive income) | - | 150,270 | 150,270 |
| Balance at December 31 | $ 40,948 | $ 1,549,474 | $ 1,590,422 |
For the year of 2023
| Financial assets at fair value through profit or loss | Financial assets at fair value through other comprehensive income | Total | |
|---|---|---|---|
| Balance at January 1 | $ 43,733 | $ 1,890,604 | $ 1,934,337 |
| Recognized in profit (other gains and losses) | 3,825 | - | 3,825 |
| Recognized in other comprehensive income (unrealized valuation gain or loss on financial assets at fair value through other comprehensive income) | - | ( 477,710) | ( 477,710) |
| Recognized in income (dividend income) | - | 11,746 | 11,746 |
| Return of capital from reduction of share capital | - | ( 23,311) | ( 23,311) |
| Return of capital from liquidation | - | ( 2,125) | ( 2,125) |
| Balance at December 31 | $ 47,558 | $ 1,399,204 | $ 1,446,762 |
3) Valuation techniques and inputs applied for Level 2 fair value measurement
Category of financial instrument
Investments in equity instruments
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
a) 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.
b) Limited partnership was estimated based on the net equity.
c. Categories of financial instruments
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Financial assets | ||
| Financial assets at FVTPL | ||
| Financial assets mandatorily classified as at FVTPL | $ 50,207 | $ 61,530 |
| Financial assets at amortized cost (Note 1) | 3,628,732 | 3,735,589 |
| Financial assets at FVTOCI – Investments in equity instruments | 5,686,118 | 4,682,571 |
| Financial liabilities | ||
| Financial liabilities at amortized cost (Note | 3,540,251 | 3,854,172 |
1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, notes receivable, net accounts receivable (including related parties), other receivables, and financial assets at amortized cost (current and non-current).
2) The balances included financial liabilities at amortized cost, which comprise short-term borrowings, short-term bills payable, notes payable, accounts payable (including related parties), other payables, guarantee deposits received and long-term borrowings due within one year.
d. Financial Risk Management Objectives and Policies
The Group’s major financial instruments include investments in equity instruments, accounts receivable, accounts payables, loans and lease liabilities. The financial management department of the Group provides services to the business departments, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze the exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest risk and other price risk), credit risk and liquidity risk.
1) Market risk
The Group’s activities exposed it primarily to the financial risks of changes in interest rate risk (see (a) below) and other price risk (see (b) below).
a) Interest rate risk
The Group was exposed to interest rate risk arising from short-term borrowing at New Taiwan dollar (NTD) market rates with a markup. 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
The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Fair value interest rate risk | ||
| Financial assets | $ 969,394 | $ 1,248,308 |
| Financial liabilities | 347,715 | 504,662 |
| Cash flow interest rate risk | ||
| Financial assets | 634,322 | 283,200 |
| Financial liabilities | 2,100,000 | 2,200,000 |
b) Other price risk
The Group was exposed to equity price risk through its investments in listed equity securities and mutual funds. The Group manages this exposure by maintaining a portfolio of investments with different risks. The Group's equity price risk was mainly concentrated on equity instruments operating in shares and open-end mutual funds quoted in the Taiwan Stock Exchange. In addition, the Group will evaluate the price by the closing price of the equity investments and the net asset value of the fund every month.
Sensitivity analysis
The sensitivity analyses below were determined based on the exposure to equity price risks at the end of the reporting period.
If equity prices of domestic listed equity securities(excluding private placement), which was hold by the Group calculated by $ 3,134,764 thousand and $ 2,691,567 thousand, had been 1% higher/lower, the pre-tax other comprehensive income for the year ended December 31, 2024 and 2023 would have increased/decreased by $ 31,348 thousand and $ 26,916 thousand, as a result of the changes in fair value of financial assets at FVTOCI.
2) Credit risk
Financial assets are exposed to the potential effects of outstanding contracts between the Group and its counterparty or other parties. Such effects include the credit risk concentration, components, contractual amounts, and other receivables of financial products engaged by the Group.
As at the end of the reporting period, the Group's maximum exposure to credit risk is due to the failure of counterparties to discharge an obligation, which is from the carrying amount of financial assets are recognized from consolidated financial reports.
In addition to the following paragraph, the main customers of its credit are good, and the Group will regularly annually review the customer's credit status, appropriately adjust the credit line, and will require customers to provide the necessary guarantees or trade by cash in special situations. The sales department understands the customer's credit status through external peer visits. The customers mentioned above, had no significant credit risk exposure.
Part of the concrete customers of the Group are individuals and small-scale enterprises, except for a few large customers are concrete construction companies, industry characteristics resulting in some small-scale enterprises. In addition to using credit limit controls to reduce credit risks and the relevant proceedings to protect their claims, the Group has set adequate allowance for bad debts for higher credit risk customers in accordance with company policy. The credit risk arising from its maximum possible amount is disclosed in the Note 11.
The Group has no significant concentration of credit risk.
3) Liquidity risk
The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group's operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
a) Liquidity and interest risk rate table for non-derivative financial liabilities
The following table details the Group's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The table included both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.
To the extent that interest cash flows are at floating rates, the undiscounted interest amount was derived from the effective interest rate at the end of the reporting period.
December 31, 2024
| On Demand or Less than 3 Month | 3 Months to 1 Year | 1 Year to 5 Year | 6 Year to 10 Year | |
|---|---|---|---|---|
| Non-derivative financial liabilities | ||||
| Non-interest bearing | $ 1,262,005 | $ - | $ 8,650 | $ - |
| Lease liabilities | 13,481 | 40,720 | 117,331 | 10,886 |
| Variable interest rate liabilities | 1,785,515 | 322,149 | - | - |
| Fixed interest rate liabilities | 170,000 | - | - | - |
| $ 3,231,001 | $ 362,869 | $ 125,981 | $ 10,886 |
December 31, 2023
| On Demand or Less than 3 Month | 3 Months to 1 Year | 1 Year to 5 Year | 6 Year to 10 Year | |
|---|---|---|---|---|
| Non-derivative financial liabilities | ||||
| Non-interest bearing | $ 1,367,804 | $ - | $ 11,583 | $ - |
| Lease liabilities | 13,867 | 40,942 | 146,472 | 28,992 |
| Variable interest rate liabilities | 1,986,757 | 223,213 | - | - |
| Fixed interest rate liabilities | 275,000 | - | - | - |
| $ 3,643,428 | $ 264,155 | $ 158,055 | $ 28,992 |
The amount included above for variable interest rate instruments for non-derivative financial 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.
| December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| The short-term unsecured line of credit | $ 5,495,358 | $ 4,258,876 |
- TRANSACTIONS WITH RELATED PARTIES
Transactions, balance, income and expenses between the Corporation and subsidiaries (related parties of the Corporation) had been eliminated on consolidation and are not disclosed in this note. Except as disclosed in other notes, details of transactions between the Group and other related parties are disclosed below.
a. Name and relationship of related party
| Related Party Name | Relationships of the Group |
|---|---|
| CHC Resources Corp. | The Group acts as key management |
| Universal Real Estate Development Co., Ltd. | The Group acts as key management |
| Creative Sensor Inc. | The Group acts as key management (a) |
| Sheng Yuan Investment Co., Ltd. | The key management of the Group |
| Bo-Chih Investment Co., Ltd. | The key management of the Group (b) |
| Yu-Sheng Investment Co., Ltd. | The key management of the Group |
| Pan Asia (Engineers&Constructors) Corp. | The Group acts as juristic supervisor |
| Pao Good Industrial Co., Ltd | Other related parties |
a) The amounts of transactions and account balances disclosed in this note are all generated from related parties since May 31, 2024.
b) The chairman of our company since June 2023.
b. Sales of goods
| Account Items | Related Parties Category | For the Year Ended December 31 | |
|---|---|---|---|
| 2024 | 2023 | ||
| Sales revenue | The Group acts as key management | $ 129,351 | $ 99,420 |
| The Group acts as juristic supervisor | 44,719 | 139,405 | |
| $ 174,070 | $ 238,825 |
The prices and terms to related parties were not significantly different from transactions with third parties. The credit terms were
c. Purchase of goods
| Related Parties Category | For the Year Ended December 31 | |
|---|---|---|
| 2024 | 2023 | |
| The Group acts as key management | $ 327,565 | $ 320,171 |
| Other related parties | 9,524 | 9,269 |
| $ 337,089 | $ 329,440 |
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 30-65 days.
d. Receivables from related parties (Excluding contract assets)
| Account Items | Related Parties Category / Name | December 31 | |
|---|---|---|---|
| 2024 | 2023 | ||
| Accounts receivable - related parties | The Group acts as key management | $ 17,613 | $ 11,422 |
| The Group acts as juristic supervisor | 4,010 | 47,430 | |
| Less: Allowance for impairment loss | 32 | 102 | |
| $ 21,591 | $ 58,750 |
The outstanding receivables from related parties are unsecured.
e. Payables to related parties
| Account Items | Related Parties Category / Name | December 31 | |
|---|---|---|---|
| 2024 | 2023 | ||
| Accounts payable - related parties | The Group acts as key management | $ 7,119 | $ 32,250 |
| Other related parties | 2,076 | 1,809 | |
| $ 9,195 | $ 34,059 | ||
| Other payables | The Group acts as key management | $ 75 | $ - |
The outstanding accounts payables from related parties are unsecured and would be paid in cash.
f. Prepayments
| Account Items | Related Parties Category / Name | December 31 | |
|---|---|---|---|
| 2024 | 2023 | ||
| Prepayments | The Group acts as key management | $ 764 | $ - |
g. Lease arrangements - Group is lessor
The Group leased its office building to related parties under operating leases for a term of 1-2 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:
| Related Party Category | December 31 | |
|---|---|---|
| 2024 | 2023 | |
| The Group acts as key management | $ 3,207 | $ 3,207 |
| The key management of the Group | 92 | 46 |
| The chairman of our company | 46 | 23 |
| $ 3,345 | $ 3,276 |
Total lease revenue is summarized as follows:
| Related Party Category | For the Year Ended December 31 | |
|---|---|---|
| 2024 | 2023 | |
| The Group acts as key management | $ 5,498 | $ 5,498 |
| The key management of the Group | 46 | 57 |
| The chairman of our company | 23 | 12 |
| $ 5,567 | $ 5,567 |
h. Other related parties transactions
From the date the Group was included as a related party in 2024 until December 31, it paid the Group acts as key management research fees of NT$254 thousand.
i. Compensation of key management personnel
| For the Year Ended December 31 | ||
|---|---|---|
| 2024 | 2023 | |
| Short-term employee benefits | $ 50,180 | $ 37,057 |
| Post-employment benefits | 1,068 | 895 |
| $ 51,248 | $ 37,952 |
The remuneration of directors and key executives was determined by the remuneration committee according to the performance of individuals and market trends.
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33. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided as collateral for lease performance bonds and natural gas performance bonds of Port of Taichung, Taiwan
| Carrying Amount | December 31 | |
|---|---|---|
| 2024 | 2023 | |
| Pledged time deposits | ||
| Current | $ 67 | $ 67 |
| Non-current | 8,010 | 8,010 |
| $ 8,077 | $ 8,077 |
34. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, significant commitments and contingencies of the Group on the date of balance sheets were as follows:
a. Unrecognized commitments are as follows:
| December 31 | 2024 | 2023 | |
|---|---|---|---|
| Acquisition of property, plant and | $ 65,868 | $ 70,912 |
b. The promissory notes are as follows:
| December 31 | 2024 | 2023 | |
|---|---|---|---|
| Promissory notes | $ 94,575 | $ 115,806 |
These notes were provided as engineering performance bonds, which could be refunded when the guarantee is terminated.
c. Unused letters of credit are as follows:
| December 31 | 2024 | 2023 | |
|---|---|---|---|
| Unused letters of credit for purchase of | $ 34,642 | $ 26,124 |
35. OTHER ITEMS
On February 15, 2023, the President announced amendments to the “Climate Change Response Act” and added regulations for the collection of carbon fees. Subsequently, the Ministry of Environment Notice announced on August 29, 2024 was hereby given, to commence a period of public comments for “Regulations Governing the Collection of Carbon Fees”, “Regulations for Administration of Voluntary Reduction Plans” and “Designated Greenhouse Gas Reduction Goal for Entities Subject to Carbon Fees”. On October 21, 2024, the carbon fee collection rates were announced, which will take effect from January 1, 2025. Based on the preliminary emission estimates for the 2024 fiscal year, The Group will become subjects of carbon fee collection. Therefore, they will recognize related liabilities based on actual emissions in 2025 and pay the carbon fees in May 2026.
36. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The following information was aggregated by the foreign currencies other than Group’s individual functional currency and the exchange rates between foreign currencies and respective functional currency were disclosed. The significant financial assets denominated in foreign currencies
December 31, 2024
| Financial Assets | Foreign Currencies | Exchange Rate | Carrying Amount |
|---|---|---|---|
| Monetary items | |||
| USD | $ 519 | 32.785 | $ 17,023 |
| RMB | 926 | 4.478 | 4,149 |
| JPY | 108,488 | 0.210 | 22,772 |
(In Thousands of New Taiwan Dollars and Foreign Currencies)
December 31, 2023
| Financial Assets | Foreign Currencies | Exchange Rate | Carrying Amount |
|---|---|---|---|
| Monetary items | |||
| USD | $ 1,007 | 30.705 | $ 30,935 |
| RMB | 916 | 4.33 | 3,962 |
| EUR | 97 | 33.98 | 3,295 |
The foreign currency risk of the Group is mainly exposed to USD. The following information was aggregated by the foreign currencies other than Group's individual functional currency and the exchange rates between foreign currencies and respective functional currency were disclosed. The exchange rate gains and losses of foreign currencies with significance (including realized and non-realized) are summarized as follows:
| Functional Currencies | For the Year Ended December 31 | |||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Exchange Rate | Net Foreign Exchange Gain | Exchange Rate | Net Foreign Exchange Gain | |
| NTD | 1(NTD:NTD) | $ 1,497 | 1 (NTD:NTD) | $ 942 |
37. 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. (N/A)
7) Total purchases from or sales to related parties amounting to at least NT$ 100 million or 20% of the paid-in capital. (Table 4)
8) Receivables from related parties amounting to at least NT$ 100 million or 20% of the paid-in capital. (N/A)
9) Trading in derivative instruments. (N/A)
10) Intercompany relationships and significant intercompany transactions. (Table 6)
b. Related information on investees. (Table 5)
c. Information on investments in mainland China
1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income or loss of investee and investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment from the mainland China area. (N/A)
2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses
a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period: (N/A)
b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period: (N/A)
c) The amount of property transactions and the amount of the resultant gains or losses: (N/A)
d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes: (N/A)
e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds: (N/A)
f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services: (N/A)
d. Information on major shareholders: name, number and percentage of shareholding of shareholders with ownership achieving 5% and above. (Table 7)
- 50 -
38. SEGMENT INFORMATION
a. Operating segments information
The identification of reportable departments is based on the operation and management model of the Group management. Based on product categories, the identification is divided into departments such as building materials business and asset management center-provide information to key operating decision-makers for allocating resources and evaluating segment performance.
The Group’s reportable segments are as
1) Building materials segment - production, sales and reserch segment of cement, concrete and gypsum board.
2) Others - mainly the management segment of reinvested companies and segments that are not part of the building materials segment.
b. Segment revenues and operating results
The following was an analysis of the Group’s revenue and results from continuing operations by reportable segments:
For the year of 2024
| Building Materials Segment | Others | Adjustment and Elimination | Total | |
|---|---|---|---|---|
| Revenue from external customers | $ 7,927,604 | $ 26,130 | $ - | $ 7,953,734 |
| Inter-segment revenues | 17,964 | - | (17,964) | - |
| Total Segment revenues | $ 7,945,568 | $ 26,130 | ($ 17,964) | $ 7,953,734 |
| Segment profit and loss | $ 1,363,451 | $ 578,378 | ($ 91,802) | $ 1,850,027 |
| Interest expenses | (42,931) | |||
| Profit before income tax | $ 1,807,096 |
For the year of 2023
| Building Materials Segment | Others | Adjustment and Elimination | Total | |
|---|---|---|---|---|
| Revenue from external customers | $ 7,766,657 | $ 35,705 | $ - | $ 7,802,362 |
| Inter-segment revenues | 22,532 | - | (22,532) | - |
| Total Segment revenues | $ 7,789,189 | $ 35,705 | ($ 22,532) | $ 7,802,362 |
| Segment profit and loss | $ 1,230,028 | $ 2,455,277 | ($ 1,047,042) | $ 2,638,263 |
| Interest expenses | (55,671) | |||
| Profit before income tax | $ 2,582,592 |
Segment income represented profit before tax earned by each segment without income tax. These amounts provide information to key operating decision-makers for allocating resources and evaluating segment performance.
The chief operating decision maker of the Group makes decisions based on the operating results of each segment, there was no information about the assessment of assets and liabilities classified through business activity performance, thence only listing revenue and results of reportable segments.
c. Geographical information
The Group’s operations are mainly in Taiwan, ROC. The Group has no significant revenues from foreign customers. Please refer to consolidated balance sheets for the information of non-current assets.
d. Revenue from major products and services
Please refer to Note 24 (b).
e. Information about major customers
Revenue from selling cement
For the Year Ended December 31
| 2024 | 2023 |
|---|---|
Single customer who contributed 10% or more to the Group’s revenue
$ 664,122 $ 703,039
TABLE 1
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS
FOR THE YEAR ENDED DECEMBER 31, 2024
(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 | Financing Limits for Each Borrower (Note 2) | Aggregate Financing Limits (Note 3) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 0 | The Company | Unco Inc. | Other receivables | Yes | $100,000 | $100,000 | $ - | 2.035 | For short-term financing | $ - | Operating capital | $ - | None | $ - | $9,462,702 | $9,462,702 |
| 0 | The Company | UCC Investment Co., Ltd. | Other receivables | Yes | 800,000 | 800,000 | - | 2.035 | For short-term financing | - | Operating capital | - | None | - | 9,462,702 | 9,462,702 |
| 0 | The Company | Tainan Ready-mixed Concrete Industry Co., Ltd. | Other receivables | Yes | 300,000 | - | - | 2.035 | For short-term financing | - | Operating capital | - | None | - | 9,462,702 | 9,462,702 |
| 0 | The Company | Universal Ready-mixed Concrete Industry Co., Ltd. | Other receivables | Yes | 300,000 | 300,000 | - | 2.035 | For short-term financing | - | Operating capital | - | Land and Plant | 300,000 | 9,462,702 | 9,462,702 |
| 1 | UCC Investment Co., Ltd. | Tainan Ready-mixed Concrete Industry Co., Ltd. | Other receivables | Yes | 250,000 | - | - | 2.268 | For short-term financing | - | Operating capital | - | None | - | 457,637 | 457,637 |
| 2 | Tainan Ready-mixed Concrete Industry Co., Ltd. | The Company | Other receivables | Yes | 400,000 | 280,000 | 280,000 | 1.47 | For short-term financing | - | Operating capital | - | None | - | 389,718 | 389,718 |
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 CPAs.
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 CPAs.
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
TABLE 2
ENDORSEMENTS/GUARANTEES PROVIDED
FOR THE YEAR ENDED DECEMBER 31, 2024
(In Thousands of New Taiwan Dollars)
| No. (Note 1) | Endorser / Guarantor | Endorsse / Guarantee | Limits on Endorsement/ Guarantor 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/ Guarantor Limit (Note 4, Note 5, Note 7) | Endorsement/ Guarantor Given by Parent on Behalf of Subsidiaries | Endorsement/ Guarantor Given by Subsidiaries on Behalf of Parent | Endorsement/ Guarantor Given on Behalf of Companies in Mainland China | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship (Note 2) | ||||||||||||
| 0 | The Company | Universal Ready-mixed Concrete Industry Co., Ltd. | (1) | $ 132,329 | $ 120,000 | $ 120,000 | $ - | $ - | 1 | $ 23,656,756 | Y | N | N |
| UCC Investment Co., Ltd. | (1) | 828,750 | 350,000 | 350,000 | 100,000 | - | 1 | 23,656,756 | Y | N | N | ||
| Unzo Inc. | (1) | 110,000 | 50,000 | 50,000 | - | - | - | 23,656,756 | Y | N | N | ||
| 1 | Kaohsiung Pier Transportation Co., Ltd. | Universal Ready-mixed Concrete Industry Co., Ltd. | (3) | 477,039 | 341,607 | 341,607 | - | - | 358 | 954,077 | N | N | N |
| The Company | (2) | 477,039 | 319,928 | 319,928 | - | - | 335 | 954,077 | N | Y | N | ||
| 2 | UCC Investment Co., Ltd. | Universal Ready-mixed Concrete Industry Co., Ltd. | (3) | 5,720,461 | 132,564 | 132,564 | - | - | 12 | 11,440,922 | N | N | N |
| The Company | (2) | 5,720,461 | 730,762 | 730,762 | - | - | 64 | 11,440,922 | N | Y | N | ||
| 3 | Universal Ready-mixed Concrete Industry Co., Ltd. | The Company | (2) | 629,059 | 157,561 | 157,561 | - | - | 25 | 629,059 | N | Y | 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 endorser; 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 Pier Transportation Co., Ltd. and UCC Investment Co., Ltd.
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.
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES HELD
DECEMBER 31, 2024
(In Thousands of New Taiwan Dollars)
TABLE 3
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company | Financial Statement Account | DECEMBER 31, 2024 | Note | |||
|---|---|---|---|---|---|---|---|---|
| Shares/ Units | Carrying Value | Percentage of Ownership (%) | Fair Value Or Net Equity | |||||
| The Company | Listed shares | |||||||
| Prince Housing & Development Corp. | The juristic director of the Company acts as juristic director | Financial assets at FVTOCI - current | 40,621,948 | $ 416,375 | 2.50 | $ 416,375 | ||
| CTBC Financial Holding Co., Ltd. | - | Financial assets at FVTOCI - current | 28,441,983 | 1,112,082 | 0.14 | 1,112,082 | ||
| Far EastTone Telecommunications Co., Ltd. | - | Financial assets at FVTOCI - current | 306,219 | 27,376 | 0.01 | 27,376 | ||
| CHC Resources Corp. | The Company acts as juristic director | Financial assets at FVTOCI - current | 17,020,254 | 1,142,059 | 6.85 | 1,142,059 | ||
| Creative Sensor Inc. | The Company acts as juristic director | Financial assets at FVTPL - current | 142,200 | 8,887 | 0.11 | 8,887 | ||
| Privately offered shares | ||||||||
| Creative Sensor Inc. | The Company acts as juristic director | Financial assets at FVTOCI - non - current | 11,700,000 | 592,020 | 8.72 | 592,020 | ||
| Unlisted shares | ||||||||
| Grand Bills Finance Corp. | The Company acts as juristic director | Financial assets at FVTOCI - non - current | 43,999,488 | 579,913 | 8.14 | 579,913 | ||
| Universal Real Estate Development Co., Ltd. | The Company acts as juristic director | Financial assets at FVTOCI - non - current | 24,864,000 | 651,934 | 16.44 | 651,934 | ||
| Universal Venture Capital Investment Corp. | - | Financial assets at FVTOCI - non - current | 1,400,000 | 15,305 | 1.16 | 15,305 | ||
| Chinatran Investment Co., Ltd. | - | Financial assets at FVTOCI - non - current | 1,981,995 | 70,372 | 1.05 | 70,372 | ||
| Kaohsiung Rapid Transit Corp. | - | Financial assets at FVTOCI - non - current | 1,286,063 | 12,640 | 0.46 | 12,640 | ||
| Chio-Ho Engineering & Development Co., Ltd. | - | Financial assets at FVTOCI - non - current | 171,131 | - | 0.16 | - | ||
| Unison Environmental & Technical Services Co., Ltd. | - | Financial assets at FVTOCI - non - current | 600,000 | - | 30.00 | - | ||
| UCC Investment Co., Ltd. | Mutual funds | |||||||
| Cathay No. 2 Real Estate Investment Trust | - | Financial assets at FVTPL - current | 24,000 | 372 | - | 372 | ||
| Listed shares | ||||||||
| Prince Housing & Development Corp. | The juristic director of the Company acts as juristic director | Financial assets at FVTOCI - current | 42,375,900 | 434,353 | 2.61 | 434,353 | ||
| Tainan Spinning Co., Ltd. | The juristic director of the Company acts as juristic director | Financial assets at FVTOCI - current | 55 | 1 | - | 1 | ||
| Privately offered shares | ||||||||
| Creative Sensor Inc. | The Company acts as juristic director | Financial assets at FVTOCI - non - current | 8,100,000 | 409,860 | 6.04 | 409,860 | ||
| Unlisted shares | ||||||||
| Pan Asia (Engineers&Constructors) Corp. | Subsidiary of the Company acts as juristic supervisor | Financial assets at FVTOCI - non-current | 3,102,803 | 167,831 | 2.71 | 167,831 | ||
| Darzhen Venture Corp. | Representative of the juristic director of the Company acts as director | Financial assets at FVTOCI - non-current | 673,200 | 11,372 | 8.06 | 11,372 | ||
| Durchan Venture Corp. | Representative of the juristic director of the Company acts as supervisor | Financial assets at FVTOCI - non-current | 4,000,000 | 40,107 | 3.64 | 40,107 | ||
| Limited partnership | ||||||||
| Taiwania Capital Buffalo Fund V, LP. | - | Financial assets at FVTPL - non-current | - | 40,948 | 3.23 | 40,948 | ||
| Tainan Ready-mixed Concrete Industry Co., Ltd. | Listed shares | |||||||
| CTBC Financial Holding Co., Ltd. | - | Financial assets at FVTOCI - current | 60,000 | 2,346 | - | 2,346 | ||
| CTBC Financial Holding Co., Ltd. Preferred Shares C | - | Financial assets at FVTOCI - current | 2,987 | 172 | - | 172 |
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
TABLE 4
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 YEAR ENDED DECEMBER 31, 2024
(In Thousands of New Taiwan Dollars)
| Purchaser/Seller | Counterparty | Relationship | Transaction Details | Differences in transaction terms compared to third party transactions | Notes/Accounts Receivable (Payable) | Note | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ Sales | Amount | Percentage of Total Purchases (Sales) (%) | Payment Terms | Unit Price | Credit Period | Balance | Percentage of Total Notes/Accounts Receivable (Payable) | ||||
| The Company | Kaohsiung Pier Transportation Co., Ltd. | Subsidiary-100% | Freight expense | $ 290,610 | 8 | 45 - 60 days after shipment | Note 1 | Equivalent | ($ 12,225) | ( 2) | |
| CHC Resources Corp. | The Group acts as key management | Purchase | 268,073 | 8 | 30 - 65 days after shipment | Equivalent | Equivalent | - | - | Note 2 | |
| CHC Resources Corp. | The Group acts as key management | Sale | ( 129,351) | ( 2) | 30 - 60 days after sale | Equivalent | Equivalent | 17,613 | 1 | ||
| Universal Ready-mixed Concrete Industry Co., Ltd. | Same ultimate parent company | Sale | ( 164,788) | ( 2) | 90-120 days after sale | Equivalent | Equivalent | 42,998 | 3 |
Note1: There is no comparison on the purchase price between related parties and the third parties because there is no similar product.
Note2: The prepayment balance is $ 764 thousand as of December 31, 2024.
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
TABLE 5
INFORMATION ON INVESTEES
FOR THE YEAR ENDED DECEMBER 31, 2024
(Amounts In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
| Investor Company | Investor Company | Location | Main Businesses and Products | Original Investment Amount | As of December 31, 2024 | Net Income (Loss) of the Investor | Share of Profits/Losses of Investor | Note | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | Shares | Percentage of Ownership | Carrying Amount | |||||||
| The Company | Huan-Chung International Co., Ltd. | Taichung city | Import, export, and sale of cement, cement material, fuel, and production | $ 69,993 | $ 69,993 | 6,999,333 | 69.99 | $ 127,405 | $ 31,965 | $ 22,375 | |
| Chiayi Ready-mixed Concrete Industry Co., Ltd. | Chiayi County | Manufacturing and marketing of ready-mixed concrete | 65,157 | 22,643 | 6,583,874 | 86.63 | 86,160 | 1,921 | 1,665 | ||
| Kaohsiung Pier Transportation Co., Ltd. | Kaohsiung city | Tracking operation | 74,580 | 74,580 | 7,560,000 | 100.00 | 95,408 | ( 1,126) | ( 1,126) | ||
| UCC Investment Co., Ltd. | Taipei city | Investment activities | 650,000 | 650,000 | 82,875,000 | 100.00 | 1,143,400 | 31,515 | 31,515 | ||
| Universal Ready-mixed Concrete Industry Co., Ltd. | Taichung city | Manufacturing and marketing of ready-mixed concrete and gravel | 33,887 | 33,887 | 7,698,963 | 58.18 | 371,137 | 113,663 | 67,694 | ||
| Unao Inc. | Taipei city | Marketing of electronic products | 341,671 | 291,671 | 11,000,000 | 100.00 | 51,108 | ( 17,832) | ( 17,832) | ||
| Li-Yong Development Co., Ltd. | Taipei city | Investment activities, trading for real estate and leasing business | 20,000 | 20,000 | 2,000,000 | 100.00 | 19,279 | ( 2) | ( 2) | ||
| Lio-Ho Machine Works Ltd. | Taoyuan city | Manufacturing and marketing of metal parts and automotive components | 174,997 | 174,997 | 89,581,468 | 29.86 | 11,347,505 | 1,590,817 | 475,018 | ||
| Tainan Ready-mixed Concrete Industry Co., Ltd. | Tainan city | Additional processing and marketing of ready-mixed concrete and cement | 238,180 | 238,180 | 2,023,624 | 67.45 | 1,010,666 | ( 23,698) | ( 16,336) | ||
| UCC Investment Co., Ltd. | Universal Ready-mixed Concrete Industry Co., Ltd. | Taichung city | Manufacturing and marketing of ready-mixed concrete and gravel | 8,128 | 858 | 260,892 | 1.97 | 8,128 | |||
| Chiayi Ready-mixed Concrete Industry Co., Ltd. | Chiayi County | Manufacturing and marketing of ready-mixed concrete | 12 | 5 | 1,056 | 0.01 | 12 | ||||
| Huan-Chung International Co., Ltd. | Taichung city | Import, export, and sale of cement, cement material, fuel, and production | 13 | 13 | 667 | 0.01 | 13 | ||||
| Tainan Ready-mixed Concrete Industry Co., Ltd. | Tainan city | Additional processing and marketing of ready-mixed concrete and cement | 178 | 178 | 10,000 | 0.33 | 178 | ||||
| Lio-Ho Machine Works Ltd. | Taoyuan city | Manufacturing and marketing of metal parts and automotive components | 93 | 93 | 1,680 | - | 93 | ||||
| Bao Horng Cement Corp. | Yilan County | Manufacturing and sales of cement and furnace slag related products | 41,583 | - | 2,557,648 | 26.92 | 59,663 |
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
TABLE 6
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
(In Thousands of New Taiwan Dollars)
| No. | Company name | Counterparty | Relationship (Note 1) | Transaction Details | |||
|---|---|---|---|---|---|---|---|
| Financial Statement Accounts | Amount | Transaction terms | Percentage of Consolidated Total Operating Revenues or Total Assets (%) | ||||
| 0 | The Company | Kaohsiung Pier Transportation Co., Ltd. | (1) | Freight expense | $ 290,610 | Payment terms were 45 to 60 days after shipment, based on the standard pricing. | 3 |
| Kaohsiung Pier Transportation Co., Ltd. | (1) | Accounts payable | 12,225 | Payment terms were 45 to 60 days after shipment, based on the standard pricing. | - | ||
| Kaohsiung Pier Transportation Co., Ltd. | (1) | Other payables | 18,456 | Payment terms were 45 to 60 days after shipment, based on the standard pricing. | - | ||
| Uneo Inc. | (1) | Sales revenue | 17,964 | The prices have no comparison with those from third parties, net 60 days after sale. | - | ||
| Uneo Inc. | (1) | Accounts receivable | 2,213 | The prices have no comparison with those from third parties, net 60 days after sale. | - | ||
| Tainan Ready-mixed Concrete Industry Co., Ltd. | (1) | Other payables | 280,000 | Financing provided | 1 | ||
| Tainan Ready-mixed Concrete Industry Co., Ltd. | (1) | Interest expense | 3,445 | Charged at an annual interest rate of 1.40%-1.47% | - | ||
| Huan-Chung International Co., Ltd. | (1) | cost of goods sold | 6,475 | Payment terms were 90 to 120 days after shipment, based on the standard pricing. | - | ||
| 1 | Huan-Chung International Co., Ltd. | Universal Ready-mixed Concrete Industry Co., Ltd. | (3) | Sales revenue | 164,788 | Payment terms were 90 to 120 days after sale, based on the standard pricing. | 2 |
| Universal Ready-mixed Concrete Industry Co., Ltd. | (3) | Accounts receivable | 42,998 | Payment terms were 90 to 120 days after sale, based on the standard pricing. | - |
Note 1: The transaction relationships with the counterparties are as follows:
No. 1: Represents transactions from parent Company to subsidiary.
No. 2: Represents transactions from the subsidiary to the parent Company.
No. 3: Represents transactions among subsidiaries.
Note 2: All the transactions had been eliminated when preparing consolidated financial statements.
UNIVERSAL CEMENT CORPORATION AND SUBSIDIARIES
TABLE 7
INFORMATION ON MAJOR SHAREHOLDERS
DECEMBER 31, 2024
| Name of the major shareholder | Shares | |
|---|---|---|
| Number of Shares | Percentage of Ownership (%) | |
| Sheng-Yuan Investment Co., Ltd. | 70,895,594 | 10.32% |
| Yu-Sheng Investment Co., Ltd | 70,653,357 | 10.28% |
| HOU, BO-YI | 54,494,358 | 7.93% |
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 MOP.