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UPC Annual Report 2022

Nov 9, 2022

51771_rns_2022-11-09_78687f5f-fc8c-46f3-b138-f237610467d6.pdf

Annual Report

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UPC Technology Corp. and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2022 and 2021 and Independent Auditors’ Report

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The entities that are required to be included in the combined financial statements of affiliates of UPC Technology Corp. as of and for the year ended December 31, 2022, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements of parent and subsidiary companies prepared in conformity with International Financial Reporting Standard 10, “Consolidated Financial Statements”. In addition, the information required to be disclosed in the combined financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Consequently, UPC Technology Corp. and its subsidiaries did not prepare a separate set of combined financial statements of affiliates.

Very truly yours,

UPC TECHNOLOGY CORP.

By

MIAU, MATTHEW FENG CHIANG Chairman

March 6, 2023

  • 1 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders UPC Technology Corp.

Opinion

We have audited the accompanying consolidated financial statements of UPC Technology Corp. and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

  • 2 -

The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2022 is described as follows:

Recognition of Operating Revenue

The Group’s main revenue came from the sales of plasticizers. Considering that the recognition of such revenue had a significant impact on the financial statements, the authenticity of sales revenue from customers with substantial growth and amount was identified as a key audit matter for the current year. In response to the aforementioned key audit matter, we performed audit procedures as follows: We assessed the related internal controls, checked the transaction records and supporting documents to ensure the occurrence of the transactions and confirmed that the recognition of revenue was in compliance with IFRS. For the accounting policies on revenue recognition, please refer to Note 4 (n) of the consolidated financial statements.

Other Matter

We have also audited the parent company only financial statements of UPC Technology Corp. as of and for the years ended December 31, 2022 and 2021 on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the FSC of the Republic of China 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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

  • 3 -

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. 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.

  6. 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 statements that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

  • 4 -

The engagement partners on the audits resulting in this independent auditors’ report are Chien-Liang Liu and Wen-Chin Lin.

Deloitte & Touche Taipei, Taiwan Republic of China

March 15, 2023

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent 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.

  • 5 -

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)

Financial assets at fair value through profit or loss (Note 7)
Financial assets at fair value through other comprehensive income (Note 8)
Financial assets at amortized cost (Notes 9 and 33)
Notes receivable (Notes 10 and 17)
Trade receivables (Note 10)
Other receivables (Note 10)
Other receivables from related parties (Note 32)
Current tax assets (Note 26)
Inventories (Note 11)
Other current assets (Note 16)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income (Note 8)

Investments accounted for using the equity method (Note 13)
Property, plant and equipment (Notes 14)

Right-of-use assets (Note 15)
Computer software
Deferred income tax assets (Note 26)
Other non-current assets (Notes 16 and 32)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term borrowings (Notes 10 and 17)

Notes payable (Note 19)
Trade payables (Notes 19 and 32)
Other payables (Note 20)
Current tax liabilities (Note 26)
Provisions (Note 21)
Lease liabilities (Note 15)
Current portion of long-term liabilities (Notes 17 and 18)
Other current liabilities (Note 20)

Total current liabilities

NON-CURRENT LIABILITIES
Bonds payable (Note 18)
Long-term borrowings (Notes 17 and 34)
Provisions (Note 21)
Deferred tax liabilities (Note 26)
Lease liabilities (Note 15)
Long-term deferred revenue (Note 29)
Net defined benefit liabilities (Note 22)
Guarantee deposits received (Note 32)

Total non-current liabilities

Total liabilities

EQUITY (Note 23)
Share capital
Ordinary shares

Capital collected in advance

Total share capital

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity

Treasury shares

Total equity

TOTAL
2022
Amount
%
$ 4,244,635
8
42,227
-
913,027
2
33,907
-
650,645
1
2,890,043
6
237,456
-
2,162
-
182,876
-
8,892,941
18

1,791,607

4

19,881,526
39

10,834,137
21
22,979
-
16,135,794
32
1,522,968
3
8,548
-
1,418,713
3

737,757

2

30,680,896
61

$ 50,562,422
100

$ 4,134,727
8
202,516
1
1,597,899
3
1,347,449
3
78,633
-
113,123
-
13,446
-
6,056,151
12

653,274

1

14,197,218
28

2,995,345
6
6,540,457
13
12,349
-
282,658
1
17,443
-
161,077
-
235,890
-

13,783

-

10,259,002
20

24,456,220
48

13,547,626
27

4,288

-

13,551,914
27


1,387,955

3

2,838,651
6
341,773
1

2,202,427

4


5,382,851
11


6,222,423
12


(438,941)

(1)

26,106,202
52

$ 50,562,422
100
2021












































































Amount
%
$ 4,344,203
8

25,665
-

1,163,669
2

33,049
-

878,722
2

4,063,394
8

240,416
-

3,856
-

142,571
-

8,633,424
16

2,767,300

5
22,296,269
41
12,739,478
24

18,441
-
15,711,926
29

1,534,786
3

10,797
-

819,056
2

641,091

1
31,475,575
59
$ 53,771,844
100
$ 3,036,758
6

508,722
1

2,171,713
4

1,493,655
3

105,721
-

68,039
-

13,155
-

300,000
-

950,061

2

8,647,824
16

5,991,133
11

8,486,830
16

10,363
-

276,219
1

25,556
-

171,296
-

252,480
-

13,406

-
15,227,283
28
23,875,107
44
13,471,206
25

6,559

-
13,477,765
25

1,388,431

3

2,581,282
5

341,773
1

4,914,231

9

7,837,286
15

7,632,196
14

(438,941)

(1)
29,896,737
56
$ 53,771,844
100

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

  • 6 -

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except (Losses) Earnings Per Share)

OPERATING REVENUE (Note 24)
Sales

Other operating revenue

Total operating revenue

OPERATING COSTS (Note 25)
Cost of goods sold (Notes 11 and 32)
Other operating cost

Total operating costs

GROSS PROFIT

OPERATING EXPENSES (Notes 25 and 32)
Selling and marketing expenses
General and administrative expenses
Expected credit (gain) loss

Total operating expenses

(LOSS) PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Share of profit or loss of associates accounted for
using the equity method (Note 13)
Interest income (Note 24)
Other income (Notes 25 and 32)
Other gains and losses (Note 25)
Finance costs (Note 25)

Total non-operating income and expenses

(LOSS) PROFIT BEFORE INCOME TAX
INCOME TAX BENEFIT (EXPENSE) (Note 26)

NET (LOSS) PROFIT
2022
Amount
%
$ 72,526,564 100

293,079

-


72,819,643
100

72,268,449 100

207,184

-


72,475,633
100


344,010

-

1,655,065
2
1,066,502
2

(4,931)

-


2,716,636

4


(2,372,626)
(4)

133
-
29,402
-
1,154,081
1
(245,437)
-

(287,775)

-


650,404

1

(1,722,222) (3)

485,998

1


(1,236,224)
(2)
2021
































Amount
%
$ 81,787,061 100

155,367

-

81,942,428
100

76,694,876 94

108,976

-

76,803,852
94

5,138,576

6

1,609,480
2

1,075,547
1

5,660

-

2,690,687

3

2,447,889

3

12
-

26,722
-

671,133
1

(143,192)
-

(233,694)
(1)

320,981

-

2,768,870
3

(621,408)
(1)

2,147,462

2
(Continued)
  • 7 -

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except (Losses) Earnings Per Share)

OTHER COMPREHENSIVE INCOME (Note 23)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans

Unrealized (loss) gain on investments in equity
instruments at fair value through other
comprehensive income
Share of the other comprehensive gain (loss) of
associates accounted for using the equity
method (Note 13)
Income tax relating to items that will not be
reclassified subsequently to profit or loss
(Note 26)


Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating the financial
statements of foreign operations
Income tax relating to items that may be
reclassified subsequently to profit or loss
(Note 26)


Other comprehensive (loss) income for the year,
net of income tax

TOTAL COMPREHENSIVE (LOSS) INCOME FOR
THE YEAR

(LOSSES) EARNINGS PER SHARE (Note 27)
Basic
Diluted
2022
Amount
%
$ 18,729
-
(2,085,072) (3)
2,312
-

(3,750)

-


(2,067,781)
(3)

763,468
1

(11,840)

-


751,628

1


(1,316,153)
(2)

$ (2,552,377)
(4)

$ (0.94)
2021















Amount
%
$ (24,602)
-

4,167,086
5

(9)
-

4,920

-

4,147,395

5

(260,103)
-

3,130

-

(256,973)

-

3,890,422

5
$ 6,037,884

7
$ 1.66
$ 1.62

$


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

(Concluded)

  • 8 -

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)


BALANCE AT JANUARY 1, 2021

Appropriation of 2020 earnings
Legal reserve
Cash dividends distributed by the Company
Dividends from claims extinguished by prescription
Net profit in 2021
Other comprehensive income (loss) in 2021, net of income tax

Total comprehensive income (loss) in 2021

Issue of ordinary shares under employee share options
Treasury shares transferred to employees
Share-based payment transaction - employees share option plan
Disposal of investments in equity instruments designated as at
fair value through other comprehensive income

BALANCE AT DECEMBER 31, 2021
Appropriation of 2021 earnings
Legal reserve
Cash dividends distributed by the Company
Dividends from claims extinguished by prescription
Net loss in 2022
Other comprehensive income (loss) in 2022, net of income tax

Total comprehensive (loss) income in 2022

Issue of ordinary shares under employee share options
Advance share payments for issuing of ordinary shares under
employee share options
Share-based payment transaction - employees share option plan
Disposal of investments in equity instruments designated as at
fair value through other comprehensive income

BALANCE AT DECEMBER 31, 2022
**Share Capital ** Total
Capital Surplus
$ 13,323,476
$ 1,361,372

-
-
-
-
-
585
-
-

-

-


-

-

154,289
(16,250 )
-
(2,721 )
-
45,445

-

-

13,477,765
1,388,431
-
-
-
-
-
296
-
-

-

-


-

-


69,861
(10,114 )
4,288
-
-
9,342

-

-

$ 13,551,914
$ 1,387,955
Retained Earnings Total
$ 6,555,946


-

(1,292,348 )
-
2,147,462

(19,682)


2,127,780

-
-
-

445,908

7,837,286

-

(1,311,831 )
-

(1,236,224 )

14,979


(1,221,245)

-
-
-

78,641

$ 5,382,851
Other Equity Total
Treasury Shares
$ 4,168,000
$ (454,093 )
-
-
-
-
-
-
-
-

3,910,104

-


3,910,104

-

-
-
-
15,152
-
-

(445,908)

-

7,632,196
(438,941 )
-
-
-
-
-
-
-
-

(1,331,132)

-


(1,331,132)

-

-
-
-
-
-
-

(78,641)

-

$ 6,222,423
$ (438,941)
Total Equity
$ 24,954,701
-
(1,292,348 )
585
2,147,462

3,890,422

6,037,884
138,039
12,431
45,445

-

29,896,737
-
(1,311,831 )
296
(1,236,224 )

(1,316,153)

(2,552,377)
59,747
4,288
9,342

-
$ 26,106,202











Exchange
Differences on
Translating
Unrealized Gain
(Loss) on
Financial Assets
at Fair Value
Through Other
Foreign
Operations
Comprehensive
Income
$ (896,268 ) $ 5,064,268

-
-

-
-
-
-
-
-

(256,973)

4,167,077


(256,973)

4,167,077

-
-
-
-
-
-

-

(445,908)

(1,153,241 )
8,785,437
-
-

-
-
-
-

-
-

751,628

(2,082,760)


751,628

(2,082,760)

-
-
-
-
-
-

-

(78,641)

$ (401,613)
$ 6,624,036
Ordinary Shares
Capital Collected
in Advance
$ 13,323,476
$ -

-
-
-
-
-
-
-
-

-

-


-

-

147,730
6,559
-
-

-
-

-

-

13,471,206
6,559
-
-
-
-
-
-
-
-

-

-


-

-

76,420
(6,559 )
-
4,288

-
-

-

-

$ 13,547,626
$ 4,288











Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 2,339,154
$ 341,773
$ 3,875,019

242,128
-
(242,128 )
-
-
(1,292,348 )
-
-
-
-
-
2,147,462

-

-

(19,682)


-

-

2,127,780


-
-
-

-
-
-
-
-
-

-

-

445,908

2,581,282
341,773
4,914,231
257,369
-
(257,369 )
-
-
(1,311,831 )
-
-
-
-
-
(1,236,224 )

-

-

14,979


-

-

(1,221,245)


-
-
-
-
-
-
-
-
-

-

-

78,641

$ 2,838,651
$ 341,773
$ 2,202,427

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

  • 9 -

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
(Loss) income before income tax

Adjustments for:
Expected credit (gain) loss recognized on trade receivables
Depreciation expense
Amortization expense
Finance costs
Interest income
Dividend income
Compensation costs of employee share-based payment
Loss on disposal of property, plant and equipment
Gain on disposal of right-of-use assets
Net gain on fair value changes of financial assets as at fair value
through profit or loss
Share of loss of associates accounted
Long-term deferred revenue transferred to other income
(Reversal of write-down) write-down of inventories
Changes in operating assets and liabilities:
Notes receivable
Trade receivables
Other receivables
Other receivables from related parties
Inventories
Other current assets
Notes payable
Trade payables
Other payables
Provisions
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Interest received
Income tax paid

Net cash generated from (used in) operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive
income
Proceeds from disposal of financial assets at fair value through other
comprehensive income
Proceeds from capital reduction of financial assets at fair value through
other comprehensive income
2022
$ (1,722,222)
(4,931)
1,777,274
220,595
287,775
(29,402)
(569,529)
9,342
5,873
-
(162)
(133)
(12,976)
(354,798)
228,246
1,178,962
5,757
1,694
81,335
975,693
(306,206)
(573,814)
(137,674)
47,070
(296,787)

2,139

813,121
26,605

(166,523)


673,203

(27,374)
85,359
13,527
2021
$ 2,768,870

5,660

1,748,984

206,011

233,694

(26,722)

(378,426)

45,445

17,708

(125,554)

(50)

(12)

(12,703)

596,543

(256,762)

(704,701)

(44,281)

(257)

(3,354,543)

(941,552)

226,799

670,990

(55,854)

(44,699)

323,578

(5,794)

892,372

29,910

(975,421)

(53,139)

(287,655)

703,291

23,044
(Continued)
  • 10 -

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

Purchase of financial assets at amortized cost

Purchase of financial assets at fair value through profit or loss
Proceeds from sale of financial assets at fair value through profit or
loss
Purchase for property, plant and equipment (including prepayments for
equipment)
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Payments for computer software
Proceeds from disposal of right-of-use assets
Increase in other non-current assets
Dividends received

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of bonds
Proceeds from short-term borrowings
Repayments of short-term borrowings

Proceeds from long-term borrowings
Repayments of long-term borrowings

Proceeds from guarantee deposits received
Refund of guarantee deposits received
Repayment of the principal portion of lease liabilities
Cash dividends paid
Proceeds from exercise of employee share options
Proceeds from treasury shares transferred to employees
Interest paid

Net cash generated from financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN
CURRENCIES

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

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2022
$ (343)
(17,400)
1,000
(1,968,676)
13,276
(8,766)
714
(6,978)
-
(239,792)

569,566


(1,585,887)

2,994,908
47,005,302
(45,948,841)
36,426,350
(38,613,022)
405
(28)
(13,209)
(1,311,831)
64,035
-

(248,251)


355,818


457,298

(99,568)

4,344,203

$ 4,244,635
2021
$ (288)

-

-

(2,009,963)

11,481

(14,237)

5,024

(3,546)

148,147

(228,713)

378,426

(1,274,989)

-

45,721,073
(44,262,594)

40,092,350
(37,913,326)

27

(10)

(17,683)

(1,292,348)

138,039

12,431

(230,482)

2,247,477

(199,012)

720,337

3,623,866
$ 4,344,203

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

(Concluded)

  • 11 -

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except As Stated Otherwise)

1. GENERAL

UPC Technology Corp. (the “Company”), incorporated in August 1976, mainly manufactures and sells petrochemical products such as phthalic anhydride and plasticizer. The Company’s shares have been listed on the Taiwan Stock Exchange since March 1989.

The consolidated financial statements are presented in the Company’s functional currency, the New Taiwan dollar.

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the board of directors on March 6, 2023.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

The initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies.

  • b. The IFRSs endorsed by the FSC for application starting from 2023
New, Amended and Revised Standards and Interpretations
Amendments to IAS 1 “Disclosure of Accounting Policies”

Amendments to IAS 8 “Definition of Accounting Estimates”

Amendments to IAS 12 “Deferred Tax related to Assets and
Liabilities arising from a Single Transaction”
Effective Date
**Announced by IASB **
January 1, 2023 (Note 1)
January 1, 2023 (Note 2)
January 1, 2023 (Note 3)
  • Note 1: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note 2: The amendments will be applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.

  • Note 3: Except for deferred taxes that were recognized on January 1, 2022 for temporary differences associated with leases and decommissioning obligations, the amendments were applied prospectively to transactions that occur on or after January 1, 2022.

  • 12 -

As of the date the consolidated financial statements were authorized for issue, the Group assessed that the above standards and interpretations endorsed by the FSC did not have any material impact on the Group’s financial position and financial performance.

  • c. The IFRSs in issue but not yet endorsed and issued into effect by the FSC

Effective Date New, Amended and Revised Standards and Interpretations Announced by IASB (Note 1) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between an Investor and its Associate or Joint Venture” Amendments to IFRS 16 “Leases Liability in a Sale and Leaseback” January 1, 2024 (Note 2) IFRS 17 “Insurance Contracts” January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IFRS 17 “Initial Application of IFRS 9 and IFRS 17 - January 1, 2023 Comparative Information” Amendments to IAS 1 “Classification of Liabilities as Current or January 1, 2024 Non-current” Amendments to IAS 1 “Non-current Liabilities with Covenants” January 1, 2024

  • Note 1: Unless stated otherwise, the above IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note 2: A seller-lessee shall apply the Amendments to IFRS 16 retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS 16.

As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact of the related standards and interpretations above 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, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

  • 13 -

  • 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 or an operating cycle (e.g. land held for construction site) after the reporting period; and

  • 3) Cash and cash equivalents.

Current liabilities include:

  • 1) Liabilities held primarily for the purpose of trading;

  • 2) Liabilities due to be settled within 12 months after the reporting period; and

  • 3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

  • d. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e., its subsidiaries).

Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective dates of acquisitions and 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 interests of the Group 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 12, Tables 8 and 9 for detailed information on subsidiaries (including percentages of ownership and main businesses).

  • e. Foreign currencies

In preparing the financial statements of each individual consolidated entity, transactions in currencies other than the entity’s functional currency (i.e., 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 item arising from settlement or translation are recognized in profit or loss in the period in which they arise.

  • 14 -

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 year 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 foreign currencies are not translated.

For the purpose of presenting the consolidated financial statements, the functional currencies of the Company’s foreign operations (including subsidiaries and associates in other countries or those that use currencies which are different from the currency of the Company) are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of reporting period; 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. Cash equivalents

Cash equivalents include time deposits with original maturities within three months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

g. Inventories

Inventories consist of merchandise inventories, raw materials, supplies, finished goods, semi-finished goods, work in progress and land held for construction site. Inventories are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.

h. Investments in associates

An associate is an entity over which the Group has significant influence and which 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, investments in an associate are 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 the equity of associates.

When the Group subscribes for additional new shares of an 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 and joint ventures accounted for using the equity method. If the Group’s ownership interest is reduced due to its additional subscription of the new shares of the 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.

  • 15 -

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 loss, if any. 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 an investment (including goodwill) 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, including goodwill, 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 the investment’s 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. If an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the Group continues to apply the equity method and does not remeasure the retained interest.

When the Group 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 of interests in the associate that are not related to the Group.

i. Property, plant and equipment

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

Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.

Freehold land is not depreciated.

Depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful life, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates 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.

  • 16 -

j. Computer software

Computer software is 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 values, 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. The residual value of an intangible asset with a finite useful life shall be assumed to be zero unless the Company expects to dispose of the computer software before the end of its economic life.

Computer software shall be derecognized on disposal or when no future economic benefits are expected from its use or disposal. Gains or losses arising from the derecognition of computer software, which are measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss when the asset is derecognized.

  • k. Impairment of property, plant and equipment, 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, 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 smallest group of cash-generating units on a reasonable and consistent basis of allocation.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually and whenever there is an indication that the asset may be impaired.

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 asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • l. Financial instruments

Financial assets and financial liabilities are recognized when the Group 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 issuance 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.

  • 17 -

  • a) Measurement categories

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 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, and any dividends or interest earned on such financial assets are recognized in other income and interest income, respectively. Remeasurement gains or losses recognized in other gains or losses incorporate any dividend or interest earned on the financial asset. Fair value is determined in the manner described in Note 31.

  • ii. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, notes receivable, trade receivables and other receivables at amortized cost, time deposits with original maturities of more than 3 months and refundable deposits, 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;

  • 18 -

  • 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.

  • 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 trade receivables).

The Group always recognizes lifetime expected credit losses (ECLs) for trade receivables. 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 a 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 show that the debtor is unlikely to pay its creditors.

  • ii. When a financial asset is 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, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and the carrying amounts of such financial assets are not reduced.

  • 19 -

  • 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 which 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, and 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

Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.

The repurchase of the Company’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Company’s own equity instruments.

3) Financial liabilities

  • a) Subsequent measurement

Except the following situation, all financial liabilities are measured at amortized cost using the effective interest method:

Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when such financial liabilities are held for trading.

Financial liabilities held for trading are stated at fair value, and any gains or losses on such financial liabilities are remeasurement gains or losses recognized in profit or loss.

  • b) Derecognition of financial liabilities

The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • m. Provisions

Provisions are measured at the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Provisions are measured using the cash flows estimated to settle the present obligation.

  • 20 -

n. Revenue recognition

The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.

  • 1) Revenue from the sale of goods

Revenue from the sale of goods comes from sales of petrochemical products. Sales of petrochemical products are recognized as revenue when the goods are delivered to the customer’s specific location because it is the time when the customer has full discretion over the manner of distribution and price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence. The Group recognizes revenue and trade receivables concurrently.

  • 2) Revenue from the rendering of services

Revenue from the rendering of services comes from the warehousing and logistics services. Revenue from services is recognized when services are provided according to contracts.

o. Leases

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.

1) The Group as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms. A lease modification that resulted from a negotiation with a lessee is accounted for as a new lease from the effective date of the modification.

Variable lease payments that do not depend on an index or a rate are recognized as income in the periods in which they are incurred.

  • 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 applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. 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.

  • 21 -

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments, in-substance fixed payments, and variable lease payments which depend on an index or a rate. 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. When there is a change in a lease term or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, 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. For a lease modification that is not accounted for as a separate lease, the Group accounts for the remeasurement of the lease liability by (a) decreasing the carrying amount of the right-of-use asset of lease modifications that decreased the scope of the lease, and recognizing in profit or loss any gain or loss on the partial or full termination of the lease; (b) making a corresponding adjustment to the right-of-use asset of all other lease modifications. Lease liabilities are presented on a separate line in the consolidated balance sheets.

  • p. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets (even if the assets take a long time to be ready for their intended use or sale) are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than that which is stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

  • q. Government grants

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.

Government grants related to income are recognized as a reduction of the related costs/in other income on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they are received.

r. 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 services.

  • 22 -

2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which 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 it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plans.

  • 3) Other long-term employee benefits

Other long-term employee benefits are accounted for in the same way as the accounting required for defined benefit plans.

  • s. Share-based payment arrangements

The fair value at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s best estimates of the number of shares or options that are expected to ultimately vest, with a corresponding increase in capital surplus - employee share options. It is recognized as an expense in full at the grant date if vested immediately. The grant date of treasury shares transferred to employees is the date on which the employees are informed.

  • t. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

  • 1) Current tax

Income tax payable (refundable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.

According to the Income Tax Act in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

  • 2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements 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.

  • 23 -

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments 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 deferred tax asset to be recovered. The deferred tax assets which originally not recognized is also reviewed at the end of each reporting period and recognized to the extent that it is probable that sufficient taxable profits will be available to allow all or part of 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 liability 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 tax for the year

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity, respectively.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The Group considers the economic implications of the COVID-19 when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

  • 24 -

6. CASH AND CASH EQUIVALENTS

7.
8.
December 31
2022
2021
Cash on hand
$ 237
$ 234
Checking accounts and demand deposits
3,806,491
4,301,335
Cash equivalents (investments with original maturities of 3 months
or less)
Bank acceptances
39,405
37,170
Time deposits

398,502

5,464
$ 4,244,635
$ 4,344,203
The market rate intervals of cash in bank at the end of the year were as follows:
December 31
2022
2021
Bank balance
0.00%-2.03%
0.00%-2.03%
FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
December 31
2022
2021
Financial assets at fair value through profit or loss (FVTPL)-current
Financial assets mandatorily classified as at FVTPL
Non-derivative financial assets
Mutual funds
$ 42,227
$ 25,665
The Group did not enter into any derivatives trading during 2022 and 2021.
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME -
INVESTMENTS IN EQUITY INSTRUMENTS
December 31
2022
2021
Current
Domestic investments
Listed shares
$ 913,027
$ 1,163,669
Non-current
Domestic investments
Listed shares and emerging market shares
$ 10,162,630 $ 11,990,875
Unlisted shares

671,501

699,460

10,834,131

12,690,335
(Continued)
December 31 December 31
2022
2021
$ 237
$ 234
3,806,491
4,301,335
39,405
37,170

398,502

5,464
$ 4,244,635
$ 4,344,203
follows:
December 31



2022
$ 913,027

$ 10,162,630

671,501


10,834,131
2021
$ 1,163,669
$ 11,990,875

699,460

12,690,335
(Continued)
  • 25 -
Foreign investments
Listed shares

Unlisted shares


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



2022
$ -

6


6

$ 10,834,137
2021
$ 49,135

8

49,143
$ 12,739,478
(Concluded)

These investments in equity instruments are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.

9. FINANCIAL ASSETS AT AMORTIZED COST

Current
Restricted deposits
**December ** **31 **
2022
$ 33,907
2021
$ 33,049

The interest rate for restricted deposits was both 0.30% as of December 31, 2022 and 2021.

Refer to Note 33 for information relating to financial assets at amortized cost pledged as security.

10. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES

Notes receivable
At amortized cost
Gross carrying amount

Less: Allowance for impairment loss


Trade receivables
At amortized cost
Gross carrying amount

Less: Allowance for impairment loss

December 31 December 31





2022
$ 650,764

(119)

$ 650,645

$ 2,907,542

(17,499)

$ 2,890,043
2021
$ 879,010

(288)
$ 878,722
$ 4,085,102

(21,708)
$ 4,063,394
(Continued)
  • 26 -
Other receivables
Interest receivables

Others

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


2022
$ 3,324

234,132

$ 237,456
2021
$ 527

239,889
$ 240,416
(Concluded)

Refer to Notes 17 and 31(e) for information relating to discounted notes receivable.

The average credit period of sales of goods was 30 days.

Before accepting any new customer, the Group used an internal credit scoring system to assess the potential customer’s credit quality and defined credit limits. The credit limits and rating would be evaluated twice a year.

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.

As of December 31, 2022 and 2021, the balance of receivables from individual customer did not exceed 5% of the total balance of receivables.

The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on receivables are estimated by reference to past default records 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. The provision for loss allowance base on the Group’s different customer base.

The Group recognized 100% of the amount as allowance for impairment loss when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation, or when the trade receivables are over 1 year past due. For trade receivables that recognized 100% of the amount as allowance for impairment loss, 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 trade receivables based on the Group’s provision matrix:

December 31, 2022



Gross carrying amount

Loss allowance (Lifetime
ECL)


Amortized cost
Credit Rating
A

$ 1,249,970


(2,238)

$ 1,247,732
Credit Rating
B

$ 758,988


(2,386)

$ 756,602
Credit Rating
C

$ 171,047


(1,094)

$ 169,953
Credit Rating
D

$ 251,575


(1,905)

$ 249,670
Credit Rating
E
$ 475,962


(9,876)

$ 466,086
Notes
Receivable
$ 650,764


(119)

$ 650,645
Total
$ 3,558,306

(17,618)
$ 3,540,688
  • 27 -

December 31, 2021



Gross carrying amount

Loss allowance (Lifetime
ECL)


Amortized cost
Credit Rating
A

$ 1,655,637


(4,182)

$ 1,651,455
Credit Rating
B

$ 815,334


(4,921)

$ 810,413
Credit Rating
C

$ 519,253


(2,735)

$ 516,518
Credit Rating
D

$ 372,769


(3,108)

$ 369,661
Credit Rating
E
$ 722,109


(6,762)

$ 715,347
Notes
Receivable
$ 879,010


(288)

$ 878,722
Total
$ 4,964,112

(21,996)
$ 4,942,116

The aging of receivables was as follows:

Not past due

Up to 30 days
31-60 days
61-90 days
Over 91 days

December 31 December 31


2022
$ 3,549,008

8,915
83
-
300

$ 3,558,306
2021
$ 4,943,027
19,132
41
7

1,905
$ 4,964,112

The movements of the loss allowance of trade receivables were as follows:



Balance at January 1
Add: Net remeasurement of loss allowance
Less: Net remeasurement of loss allowance
Less: Amounts written off
Foreign exchange gains and losses
Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31




2022

$ 21,708

25,385
(30,147)
-

553

$ 17,499
2021
$ 19,770
5,943
-
(3,825)

(180)
$ 21,708

The movements of the loss allowance of notes receivable were as follows:


Balance at January 1
Less: Net remeasurement of loss allowance
Balance at December 31
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2022
$ 288


(169)

$ 119
2021
$ 571

(283)
$ 288
  • 28 -

11. INVENTORIES

Finished goods

Semi-finished goods
Work in progress
Raw materials
Supplies
Inventory in transit
Land held for construction site

Less: Allowance for loss

December 31 December 31



2022
$ 3,117,158

389,407
181,677
2,309,136
970,837
1,397,162
870,625

9,236,002
(343,061)

$ 8,892,941
2021
$ 3,243,432
225,931
225,359
2,535,068
584,003
1,662,724

840,820
9,317,337

(683,913)
$ 8,633,424

The cost of goods sold recognized by the Group is all related to inventories.

The cost of goods sold for the years ended December 31, 2022 and 2021 included reversal of inventory write-downs of $(354,798) thousand and the inventory write-downs $596,543 thousand, respectively. Inventory write-downs were reversed as a result of increased selling prices in certain markets.

As of December 31, 2022 and 2021, land held for construction site are expected to be recovered after more than 12 months.

12. SUBSIDIARIES

a. Subsidiaries included in the consolidated financial statements:

Investor
Investee
Nature of Activities
The Company
Constant Holdings Ltd. (CHL)
Investment activities
The Company
Glory Ace
Trading
The Company
Union Venture Capital Corp. (UVC) Investment activities
The Company
Wei Chen Investment Co. (WCI)
Investment activities
The Company
Taiwan Union International
Investment Corporation (TUI)
Investment activities
The Company
UPC Chemicals (Malaysia)
Manufacturing and selling of
PLASTICIZERS and PA
CHL
Star Bright
Investment activities
CHL
Goldendust
Investment activities
CHL
Natural
Investment activities
CHL
Magic Props
Investment activities
CHL
Pure Fantasy
Investment activities
CHL
Union Hong Kong
Trading
CHL
Modern Vantage
Investment activities
CHL
Charmon
Investment activities
CHL
Linkhope
Investment activities
CHL
Reachworld
Investment activities
CHL
Daywinn
Investment activities
CHL
Dragonoble
Investment activities
CHL
Pagerise
Investment activities
CHL
Faithouse
Investment activities
CHL
Greaterise
Investment activities
CHL
Granfaith
Investment activities
CHL
Prestige Spring
Investment activities
UVC
Inno Strategy
Investment activities
Star Bright
Logical Path Ltd.
Investment activities
Goldendust
Zhongshan Unicizers
Manufacturing and selling of
PLASTICIZERS and PA
Natural and Daywinn
Taizhou Union Plastics
Manufacturing and selling of PVC
Modern Vantage
Taizhou Union Logistics
Warehousing and storage services
Charmon and Zhongshan
Unicizers
Taizhou Union Chemical
Manufacturing and selling of
PLASTICIZERS and PA
Linkhope
Jiangsu Union Logistics
Rendering logistics services
Reachworld
Guangdong Union Logistics
Rendering logistics services
Dragonoble and
Zhongshan Unicizers
Panjin Union Chemical
Manufacturing and selling of
PLASTICIZERS and PA
Proportion of Ownership
(%)
December 31
2022
2021
Description
Remark
100.00
100.00
1)
100.00
100.00
2)
100.00
100.00
2)
100.00
100.00
2)
100.00
100.00
2)
100.00
-
4)
100.00
100.00
2)
100.00
100.00
1)
100.00
100.00
1)
100.00
100.00
2)
100.00
100.00
2)
100.00
100.00
2)
100.00
100.00
2)
100.00
100.00
2)
100.00
100.00
2)
100.00
100.00
2)
100.00
100.00
2)
100.00
100.00
2)
100.00
100.00
2)
100.00
100.00
2)
100.00
100.00
2)
100.00
100.00
2)
-
100.00
4)
-
100.00
3)
100.00
100.00
2)
100.00
100.00
1)

100.00
100.00
Natural holds 74.41% and Daywinn
holds 25.59%.
1)
100.00
100.00
2)
100.00
100.00
Charmon holds 49.90% and
Zhongshan Unicizers holds 50.10%.
2)
100.00
100.00
2)
100.00
100.00
2)
100.00
100.00
Dragonoble holds 48.26% and
Zhongshan Unicizers holds 51.74%.
2)
(Continued)
  • 29 -
Investor
Investee
Nature of Activities
Pagerise
Panjin Union Logistics
Warehousing and storage services
Greaterise
Panjin Union Materials
Manufacturing and selling of MA
and related derivatives
Zhongshan Unicizers
Logical Path Ltd. Pure
Fantasy and
Goldendust
Zhuhai Unicizers
Manufacturing and selling of
PLASTICIZERS, PA and MA
Zhongshan Unicizers,
Logical Path Ltd.
Goldendust and Magic
Props
Zhenjiang Union Chemical
Manufacturing and selling of
PLASTICIZERS and PA
Zhenjiang Union
Chemical
ZhenJiang Union Torch Estate
Real Estate Management
Granfaith and Zhongshan
Unicizers
Nanchong Unicizers
Manufacturing and selling of
PLASTICIZERS and PA
Prestige Spring
UPC Chemicals (Malaysia)
Manufacturing and selling of
PLASTICIZERS and PA
Faithouse
Sichung Logistics
Rendering logistics services
UPC Chemicals
(Malaysia)
UPCM Trading (Thailand)
Company Limited
Trading
UPC Chemicals
(Malaysia)
UPCM Trading (Vietnam)
Company Limited
Trading
Taizhou Union Plastics
Panjin Union Plastics
Manufacturing and selling of VCM
Proportion of Ownership
(%)
December 31
2022
2021
Description
Remark
100.00
100.00
2)
100.00
100.00
2)
100.00
100.00
Zhongshan Unicizers holds 50.28%,
Logical Path Ltd. 6.48%, Pure
Fantasy holds 17.75% and
Goldendust holds 25.49%.
1)
100.00
100.00
Zhongshan Unicizers holds 50.49%,
Logical Path Ltd. holds 4.01%,
Goldendust holds 3.71% and Magic
Props holds 41.79%.
1)
100.00
100.00
2)
100.00
100.00
Granfaith holds 49.00% and
Zhongshan Unicizers holds 51.00%.
2)
-
100.00
4)
100.00
100.00
2)
100.00
100.00
2)
100.00
100.00
2)

100.00
100.00
Incorporated in August 2021
2)
(Concluded)

Remark 1: Material subsidiary.

Remark 2: Immaterial subsidiary.

  • Remark 3: Inno Strategy has ceased its operations and finished the liquidation procedures in December 2022.

  • Remark 4: Due to operational strategy and management considerations, the board of directors of the Group approved an organizational restructuring in November 2022, and its parent company acquired 100% of the equity interest of UPC Chemicals (Malaysia) from Prestige Spring, a subsidiary of CHL, for $1,838,838 thousand, and then CHL, a subsidiary of the parent company, absorbed and merged 100% equity of Prestige Spring. After the merger, CHL would be the surviving company while Prestige Spring would be dissolved in the merger, and CHL conducted capital reduction and returned $1,838,838 thousand to the parent company.

  • 30 -

As of December 31, 2022, the investment relationship and shareholding ratio of the Company and the individuals controlled by the Company are as follows:

==> picture [693 x 393] intentionally omitted <==

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

The
Company
100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
UPC
Glory Ace WCI TUI CHL UVC Chemicals
(Malaysia)
100.00% 100.00%
UPCM UPCM
Trading Trading
(Thailand) (Vietnam)
100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Union Hong Kong Star Bright Magic Props Goldendust Pure Fantasy Natural Charmon Modern Vantage Linkhope Reachworld Daywinn Dragonoble Pagerise Faithouse Greaterise Granfaith
100.00%
Logical 41.79%
Path Ltd
4.01% 3.71% 100.00% 25.49% 17.75% 74.41% 49.90% 100.00% 100.00% 100.00% 25.59% 48.26% 100.00% 100.00% 100.00% 49.00%
Zhenjiang Union 50.49% Zhongshan Unicizers 50.28% Unicizers Zhuhai Taizhou Union Taizhou Union Taizhou Union Jiangsu Union Guangdong Union Panjin Union Panjin Union Logistics Sichung Panjin Union Nanchong Unicizers
Chemical Plastics Chemical Logistics Logistics Logistics Chemical Logistics Materials
6.48% 50.10% 51.74% 51.00%
100.00% 100.00%
Zhenjiang Union Panjin Union
Torch Estate Plastics
----- End of picture text -----

  • 31 -

b. Subsidiaries excluded from the consolidated financial statements: None.

13. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Associates that are not individually material
Unlisted company
Harbinger Ruyi
**December ** 31
2022
$ 22,979
2021
$ 18,441

As the end of the reporting period, the proportion of ownership and voting rights on associates held by the Group were as follows:

Name of Associate
Harbinger Ruyi
**December 31 **
2022
2021
28.57%
28.57%

Aggregate information of associates that are not individually material:


The Group’s share of:
Income
Other comprehensive income (loss)
Total comprehensive loss
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2022
$ 133


2,312

$ 2,445
2021
$ 12

(9)
$ 3

14. PROPERTY, PLANT AND EQUIPMENT

Cost
Balance at January 1, 2021

Additions
Disposals
Reclassification
Effects of foreign currency
exchange differences

Balance at December 31, 2021

Accumulated depreciation
Balance at January 1, 2021
Disposals
Depreciation expense
Effects of foreign currency
exchange differences
Balance at December 31, 2021
Carrying amount at
December 31, 2021

Cost
Balance at January 1, 2022

Additions
Disposals
Reclassification
Effects of foreign currency
exchange differences

Balance at December 31, 2022
Land
$ 1,126,898

-
-
-

-

$ 1,126,898




$ 1,126,898

$ 1,126,898

-
-
-

-

$ 1,126,898
Buildings

$ 8,018,810

151,991
(4,544 )
110,266

(48,488)

$ 8,228,035

$ 2,397,142

(21,319 )
329,444

(11,953)

$ 2,693,314

$ 5,534,721

$ 8,228,035

81,107
(3,316 )
231,399

154,630

$ 8,691,855
Machinery and
Equipment
$ 12,032,614

107,129
(221,984 )
124,988

(68,616)

$ 11,974,131

$ 7,715,897

(209,492 )
753,886

(40,218)

$ 8,220,073

$ 3,754,058

$ 11,974,131

92,801
(64,386 )
766,026

210,101

$ 12,978,673
Warehousing
Equipment
$ 4,004,806

82,233
(80,640 )
274,811

(24,737)

$ 4,256,473

$ 2,353,059

(75,546 )
285,736

(12,168)

$ 2,551,081

$ 1,705,392

$ 4,256,473

94,315
(5,939 )
275,569

83,833

$ 4,704,251
Utilities
Equipment

$ 3,684,379

177,277
(66,072 )
135,362

(17,838)

$ 3,913,108

$ 2,684,279

(65,567 )
184,979

(12,166)

$ 2,791,525

$ 1,121,583

$ 3,913,108

65,762
(125,773 )
233,004

57,383

$ 4,143,484
Transportation
Equipment
$ 296,628

40,879
(28,134 )
1,957

(2,094)

$ 309,236

$ 168,171

(27,518 )
36,144

(1,247)

$ 175,550

$ 133,686

$ 309,236

15,781
(27,527 )
3,386

7,141

$ 308,017
Other
Equipment

E
$ 1,388,651

64,985
(36,437 )
(2,244 )

(8,238)

$ 1,406,717

$ 1,071,325
(35,518 )
104,627

(5,662)
$ 1,134,772
$ 271,945

$ 1,406,717

62,602
(22,477 )
68,993

27,839

$ 1,543,674
Construction in
Progress and
quipment to Be
Inspected
Total
$ 1,562,547
$ 32,115,333
1,181,663
1,806,157
(25,541 )
(463,352 )
(645,937 )
(797 )

(9,089)

(179,100)
$ 2,063,643
$ 33,278,241
$ 16,389,873
(434,960 )
1,694,816

(83,414)
$ 17,566,315
$ 2,063,643
$ 15,711,926
$ 2,063,643
$ 33,278,241
1,460,763
1,873,131
(4,830 )
(254,248 )
(1,581,675 )
(3,298 )

33,177

574,104
$ 1,971,078
$ 35,467,930
(Continued)
  • 32 -
Accumulated depreciation
Balance at January 1, 2022
Disposals
Depreciation expense
Effects of foreign currency
exchange differences
Balance at December 31, 2022
Carrying amount at
December 31, 2022
Land



$ 1,126,898
Buildings

$ 2,693,314

(5,538 )
359,377

41,409

$ 3,088,562

$ 5,603,293
Machinery and
Equipment
$ 8,220,073

(55,534 )
698,489

132,561

$ 8,995,589

$ 3,983,084
Warehousing
Equipment
$ 2,551,081

(5,730 )
303,044

42,675

$ 2,891,070

$ 1,813,181
Utilities
Equipment

$ 2,791,525

(124,617 )
205,260

37,923

$ 2,910,091

$ 1,233,393
Transportation
Equipment
$ 175,550

(23,836 )
39,220

4,561

$ 195,495

$ 112,522
Other
Equipment

E
$ 1,134,772
(23,415 )
120,653

19,319
$ 1,251,329
$ 292,345
Construction in
Progress and
quipment to Be
Inspected
Total
$ 17,566,315
(238,670 )
1,726,043

278,448
$ 19,332,136
$ 1,971,078
$ 16,135,794
(Concluded)

The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:

Building Main buildings 50 years Road construction 15-40 years Others 3-50 years Machinery and equipment 5-20 years Warehousing equipment 5-15 years Utilities equipment 5-15 years Transportation equipment 5-8 years Other equipment 3-20 years

15. LEASE ARRANGEMENTS

  • a. Right-of-use assets
Carrying amount
Land

Buildings
Other equipment



Depreciation charge for right-of-use assets
Land
Buildings
Other equipment
December 31 December 31 December 31
2022
2021
$ 1,494,647
$ 1,499,927
28,135
34,237

186

622
$ 1,522,968
$ 1,534,786
For the Year Ended December 31


2022
$ 39,917

10,278

1,036

$ 51,231
2021
$ 43,082
10,095

991
$ 54,168
  • 33 -

b. Lease liabilities

Carrying amount
Current
Non-current
Range of discount rates for lease liabilities was as follows:
December 31

2022
$ 13,446

$ 17,443
2021
$ 13,155
$ 25,556
Land
Buildings
Other equipment
December 31
2022
2021
3.66%
3.66%
1.80%-3.66%
1.80%-3.66%
4.35%
4.35%

c. Material leasing activities and terms

The Group leases land and buildings for the use of plants and offices with lease terms of 2 to 50 years. The Group does not have bargain purchase options to acquire the leasehold land and buildings at the end of the lease terms. In addition, the Group is prohibited from subleasing or transferring all or any portion of the underlying assets without the lessor’s consent.

d. Other lease information


Expenses relating to short-term leases
Expenses relating to low-value asset leases
Expenses relating to variable lease payments not included in the
measurement of lease liabilities
Total cash outflow for leases
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2022
$ 27,764

$ 912

$ 547

$ 43,320
2021
$ 20,045
$ 872
$ 221
$ 39,862

The Group’s leases of certain office equipment qualify as short-term leases and certain warehousing equipment qualify as 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.

16. OTHER ASSETS

Current
Other assets
Prepayments to suppliers

Input VAT and excess business tax paid
Prepaid expense

December 31 December 31


2022
$ 1,295,341

249,795
246,471

$ 1,791,607
2021
$ 2,015,333
506,331

245,636
$ 2,767,300
(Continued)
  • 34 -
Non-current
Other assets
Refundable deposits

Long-term prepaid expenses
Prepayment for equipment

December 31 December 31


2022
$ 51,957

354,663
331,137

$ 737,757
2021
$ 42,306
320,621

278,164
$ 641,091
(Concluded)

17. BORROWINGS

  • a. Short-term borrowings
Discounted bill borrowings
Banker’s acceptance bill discounted loans (1)

Unsecured borrowings
Bank credit loans (2)


Fixed rate loans

Floating rate loans

December 31 December 31





2022
$ 817,496

3,317,231

$ 4,134,727

$ 2,877,210

1,257,517

$ 4,134,727
2021
$ 1,919,683

1,117,075
$ 3,036,758
$ 3,036,758

-
$ 3,036,758
  • 1) The range of interest rates on banker’s acceptance bill discounted loans was 0.74%-2.31% and 0.45%-2.84% per annum as of December 31, 2022 and 2021, respectively.

  • 2) The range of interest rates on bank credit loans was 1.50%-3.50% and 2.30%-3.65% per annum as of December 31, 2022 and 2021, respectively.

  • 3) Refer to Note 31 for information relating to amount used and unused of unsecured bank facilities.

  • b. Long-term borrowings

Unsecured borrowings
Revolving credit loans

Less: Current portion

December 31 December 31


2022
$ 6,601,042

(60,585)

$ 6,540,457
2021
$ 8,786,830

(300,000)
$ 8,486,830
  • 35 -

The carrying amounts of long-term borrowings of the Group were as follows:

Effective
Maturity Day
Interest Rate

Fixed interest rate loan

Unsecured loans (NTD)
Used in revolving credit before
June 2023
0.92%

Used in revolving credit before
August 2024
2.00%/0.94%
Used in revolving credit before
April 2023
0.90%
Used in revolving credit before
October 2023
0.86%
Used in revolving credit before
October 2024
1.65%
Used in revolving credit before
October 2025
1.91%
Used in revolving credit before
December 2022
0.90%
Used in revolving credit before
June 2023
0.88%
Used in revolving credit before
June 2023
0.90%
Used in revolving credit before
June 2024
1.88%
Used in revolving credit before
June 2024
1.98%
Used in revolving credit before
December 2023
0.90%
Used in revolving credit before
May 2023
0.825%
Used in revolving credit before
May 2024
1.77%
Used in revolving credit before
May 2024
1.77%
Used in revolving credit before
November 2023
0.96%
Used in revolving credit before
November 2023
0.83%
Used in revolving credit before
January 2024
0.89%
Used in revolving credit before
April 2024
1.00%
Used in revolving credit before
April 2025
2.07%
Used in revolving credit before
April 2025
1.95%
Used in revolving credit before
September 2024
2.00%/0.90%
Used in revolving credit before
March 2023
0.99%
Unsecured loans (RMB)
Used in revolving credit before
June 2023
3.40%/3.55%
Total of fixed interest rate loan

Floating interest rate loan
Unsecured loans (NTD)
Repaid once before December
2024
1.97%
Repaid once before April 2024
1.80%
Repaid once before June 2023
0.98%
Repaid once before November
2025
1.52%
Repaid once before May 2024
1.45%

Repaid once before November
2023
1.98%
December 31 December 31





2022
$ -


310,000
-
-
300,000
300,000
-
-
-
100,000
40,000
-
-
150,000
350,000
-
-
-
-
500,000
50,000

730,000
-

60,585

2,890,585

500,000
700,000
-
400,000
1,500,000
500,000
2021
$ 1,000,000
770,000
700,000
630,000
-
-
300,000
760,000
240,000
-
-
500,000
500,000
-
-
300,000
200,000
600,000
100,000
-
-
800,000
900,000

86,830
8,386,830
-
-
400,000
-
-
-

(Continued)

  • 36 -
Effective
Maturity Day
Interest Rate

Unsecured loans (RMB)
Repaid once before September
2024
3.35%

Total of floating interest rate loan

Total of long-term borrowing

Less: Current portion

December 31




2022
2021
$ 110,457
$ -
3,710,457

400,000
6,601,042
8,786,830

(60,585)

(300,000)
$ 6,540,457
$ 8,486,830
(Concluded)

18. BONDS PAYABLE

Secured domestic bonds

Less: Discount of bonds

Less: Current portion

December 31 December 31



2022
$ 9,000,000

(9,089)

8,990,911
(5,995,566)

$ 2,995,345
2021
$ 6,000,000

(8,867)
5,991,133

-
$ 5,991,133

The major terms of the secured domestic bonds are as follows:

Issuance
Issuance Period
Total Amount Coupon Rate Repayment and Interest Payment
2018-1 December 2018 to
$ 6,000,000 0.95% Bullet repayment; interest payable
December 2023 annually
2022-1 July 2022 to July 2027
3,000,000
1.80% Bullet repayment; interest payable
annually

19. NOTES PAYABLE AND TRADE PAYABLES

Notes payable and trade payables of the Group were generated from operating activities. The average credit period on purchases was 30 days. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.

20. OTHER LIABILITIES

Current
Other payables
Payables for purchases of equipment

Payables for salaries or bonuses
Interest payables
Payables for compensation of employees
Payables for compensation of directors
December 31
2022
2021
$ 360,929
$ 332,927
183,473
273,070
39,885
6,118
-
32,000
-
10,000
(Continued)
  • 37 -
Payables for imported raw materials

Payables for utilities
Payables for freight
Others


Other liabilities
Contract liabilities

Others

December 31 December 31





2022
$ 136,427

58,995
138,998
428,742

$ 1,347,449

$ 606,883

46,391

$ 653,274
2021
$ 92,399
6,403
187,421

553,317
$ 1,493,655
$ 915,110

34,951
$ 950,061
(Concluded)

21. PROVISIONS

Current
Safety provision (a)

Non-current
Employee benefits (b)
December 31 December 31

2022
$ 113,123

$ 12,349
2021
$ 68,039
$ 10,363
  • a. The safety provision is based on the regulations of mainland China. When a company produces, stores, or transports hazardous chemicals, a specific ratio of safety provision should be recognized. Safety provision can be written off on actual expenses. As the safety provision balance reaches the specified rate, the Group may apply to competent authority for lower provision ratio.

  • b. The provision for employee benefits is based on the Group’s employee pension. The present value of the long-term employee benefit were carried out by qualified actuaries.

22. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Company adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

The employees of the Group’s subsidiaries in mainland China and Malaysia are members of the state-managed retirement benefit plans operated by their respective governments. The subsidiaries are required to contribute a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefit plan is to make the specified contributions.

  • 38 -

Accordingly, the Group recognized pension expenses of $99,388 thousand and $80,160 thousand for the years ended December 31, 2022 and 2021, respectively.

b. Defined benefit plans

The defined benefit plans adopted by the Company in accordance with the Labor Standards Act is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Company contributes amounts equal to 2% 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.

The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:

Present value of defined benefit obligation

Fair value of plan assets

Net defined benefit liabilities

Movements in net defined benefit liabilities were as follows:
Present Value
of the Defined
Benefit
Obligation
Balance at January 1, 2021
$ 560,069

Current service cost
4,191
Net interest expense (income)

2,100

Recognized in profit or loss

6,291

Remeasurement
Return on plan assets (excluding amounts
included in net interest)
-
Actuarial loss - changes in demographic
assumptions
12,876
Actuarial gain - changes in financial
assumptions
(4,408)
Actuarial loss - experience adjustment

21,156

Recognized in other comprehensive income

29,624

Contributions from the employer
-
Benefits paid

(30,386)

Balance at December 31, 2021
$ 565,598
December 31
2022
2021
$ 535,373
$ 565,598
(299,483)
(313,118)
$ 235,890
$ 252,480
Fair Value of
the Plan Assets
Net Defined
Benefit
Liabilities
$ (333,274)
$ 226,795
-
4,191

(1,255)

845

(1,255)

5,036
(5,022)
(5,022)
-
12,876
-
(4,408)

-

21,156

(5,022)

24,602
(2,801)
(2,801)

29,234

(1,152)
$ (313,118)
$ 252,480

(Continued)

  • 39 -
Present Value
of the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets Liabilities
Balance at January 1, 2022 $ 565,598
$ (313,118)
$ 252,480
Current service cost 3,612 - 3,612
Net interest expense (income)
2,828

(1,573)

1,255
Recognized in profit or loss
6,440

(1,573)

4,867
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (26,326) (26,326)
Actuarial gain - changes in financial
assumptions (4,539) - (4,539)
Actuarial loss - experience adjustment
12,137

-

12,137
Recognized in other comprehensive income
7,598

(26,326)

(18,728)
Contributions from the employer (2,729) (2,729)
Benefits paid
(44,263)

44,263

-
Balance at December 31, 2022 $ 535,373
$ (299,483)
$ 235,890
(Concluded)

Through the defined benefit plans under the Labor Standards Act, the Group is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the government or 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 plans’ debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate
Expected rate of salary increase
December 31
2022
2021
1.125%
0.500%
3.000%
2.500%
  • 40 -

If possible reasonable changes in each of the significant actuarial assumptions occur and all other assumptions remain constant, the present value of the defined benefit obligation will increase (decrease) as follows:

Discount rate
0.25% increase
0.25% decrease
Expected rate of salary increase/decrease
0.25% increase
0.25% decrease
**December ** 31



2022
$ (7,863)

$ 8,066

$ 7,789

$ (7,634)
2021
$ (8,837)
$ 9,074
$ 8,749
$ (8,567)

The sensitivity analysis previously presented may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that changes in assumptions will occur in isolation of one another as some of the assumptions may be correlated.

Expected contributions to the plans for the next year
Average duration of the defined benefit obligation
December 31
2022
$ 2,697

6.3 years
2021
$ 2,803
6.8 years

23. EQUITY

  • a. Ordinary shares
Number of shares authorized (in thousands)

Shares authorized

Number of shares issued and fully paid (in thousands)

Shares issued

Capital collected in advance
December 31 December 31




2022

2,000,000

$ 20,000,000


1,354,763

$ 13,547,626

$ 4,288
2021

2,000,000
$ 20,000,000

1,347,121
$ 13,471,206
$ 6,559

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.

A total of 100,000 thousand shares of the Company’s authorized shares was reserved for the issuance of employee share options; the remaining unissued shares will be issued by the board of directors in future installments as needed, and some of them will be designated as preference shares.

The change in the Company’s share capital was mainly due to the exercise of employee share options. The capital collected in advance was the advance share payment received by employees for executing share options.

  • 41 -

b. Capital surplus

May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (Note)
Issuance of ordinary shares

Donations
Employee share options exercised and expired
Treasury share transactions
May only be used to offset a deficit
Unclaimed dividends
May not be used for any purpose
Employee share options

December 31 December 31


2022
$ 783,836

21,898
327,162
219,189
881
34,989

$ 1,387,955
2021
$ 793,949
21,898
310,742
219,189
585

42,068
$ 1,388,431

Note: Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and to once a year).

  • c. Retained earnings and dividends policy

Under the dividends policy, where the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan. The issuance of share dividends shall be distributed after such proposal of profit distribution is resolved by the shareholders in the shareholders’ meeting. The board of directors is authorized to adopt a special resolution to distribute dividends in cash, and such distribution shall be reported and submitted in the shareholders’ meeting.

For the policies on the distribution of employees’ compensation and remuneration of directors, refer to employees’ compensation and remuneration of directors in Note 25(g).

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 deficit. 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.

The appropriations of earnings for 2021 and 2020 were as follows:



Legal reserve

Cash dividends

Cash dividends per share (NT$)
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2021

$ 257,369

$ 1,311,831

$ 1.00
2020
$ 242,128
$ 1,292,348
$ 1.00
  • 42 -

The above appropriations for cash dividends were resolved by the Company’s board of directors on March 8, 2022 and March 18, 2021, respectively; the other proposed appropriations were resolved by the shareholders in their meeting on May 26, 2022 and July 21, 2021.

The appropriation of earnings for 2022 was resolved by the Company’s board of directors on March 6, 2023. The appropriation and dividends per share were as follows:

For the Year For the Year
Ended
December 31,
2022
Legal reserve $
-
Cash dividends $ 263,583
Cash dividends per share (NT$) $
0.2

The above appropriation for cash dividends was resolved by the Company’s board of directors; the other proposed appropriations will be resolved by the shareholders in their meeting to be held on May 24, 2023.

d. Special reserve

On the first-time adoption of IFRS, the Group appropriated to special reserve the amount that was the same as the unrealized revaluation increment transferred to retained earnings, which was $341,773 thousand.

The special reserve may be reversed on the disposal or reclassification of the related assets.

e. Other equity items

  • 1) Exchange differences on translating the financial statements of foreign operations

Balance at January 1

Recognized for the year
Exchange differences on translating the financial
statements of foreign operations
Related income tax

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


2022
$ (1,153,241)
763,468
(11,840)

$ (401,613)
2021
$ (896,268)
(260,103)

3,130
$ (1,153,241)
  • 43 -

2) Unrealized gain (loss) on financial assets at FVTOCI


Balance at January 1

Recognized for the year
Unrealized gain - equity instruments

Share from associates accounted for using the equity
method
Cumulative unrealized (loss) gain of equity instruments
transferred to retained earnings due to disposal

Balance at December 31

Treasury shares
Number of shares at January 1, 2021
Decrease during the year
Number of shares at December 31, 2021
Number of shares at January 1, 2022
Increase during the year
Number of shares at December 31, 2022
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2022
$ 8,785,437

(2,085,072)
2,312
(78,641)

$ 6,624,036



2021
$ 5,064,268

4,167,086
(9)

(445,908)
$ 8,785,437
Purpose of
**Buy-back **
Shares
Transferred to
Employees
(In Thousands
of Shares)
40,000

(1,335)

38,665
38,665

-

38,665
  • f. Treasury shares

Under the Securities and Exchange Act, the Company shall neither pledge treasury shares nor exercise shareholders’ rights on these shares, such as the rights to dividends and to vote.

24. REVENUE


Revenue from sales

Revenue from logistics and warehousing services

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


2022
$ 72,526,564

293,079

$ 72,819,643
2021
$ 81,787,061

155,367
$ 81,942,428
  • 44 -

25. NET (LOSS) PROFIT

Information about net (loss) profit is as follows:

a. Interest income


Bank deposits
b. Other income

Operating lease rental income

Commission income
Dividends
Government grant income (Note 29)
Indemnity income (Note 35)
Others


c. Other gains and losses

Fair value changes of financial assets and financial liabilities
Financial assets mandatorily classified as at FVTPL

Net foreign exchange (losses) gains

Gain on disposal of right-of-use asset
Loss on disposal of property, plant and equipment
Bank charges (including bonds)
Others


d. Finance costs

Interest on bank loans (including bonds)

Interest on lease liabilities

**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2022
2021
$ 29,402
$ 26,722
**For the Year Ended December 31 **
2022
2021
$ 84,583
$ 86,509
7
85
569,529
378,426
150,529
71,125
266,785
80,306

82,648

54,682
$ 1,154,081
$ 671,133
**For the Year Ended December 31 **
2022
$ 162

(148,127)
-
(5,873)
(52,016)

(39,583)

$ (245,437)

**For the Year Ended **
2021
$ 50
22,802
125,554
(17,708)
(48,260)
(225,630)
$ (143,192)
**December 31 **


2022
$ 286,887

888

$ 287,775
2021
$ 232,653

1,041
$ 233,694
  • 45 -

e. Depreciation and amortization


Property, plant and equipment

Right-of-use assets
Computer software
Long-term prepaid expenses


An analysis of depreciation by function
Operating costs

Operating expenses
Other losses


An analysis of amortization by function
Operating costs

Operating expenses

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








2022
$ 1,726,043

51,231
9,275
211,320

$ 1,997,869

$ 1,494,338

261,253
21,683

$ 1,777,274

$ 210,350

10,245

$ 220,595
2021
$ 1,694,816
54,168
8,272

197,739
$ 1,954,995
$ 1,465,633
266,213

17,138
$ 1,748,984
$ 196,806

9,205
$ 206,011

f. Employee benefits expense


Short-term benefits

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

Total post-employment benefits

Share-based payments
Equity-settled
Other employee benefits

Total employee benefits expense

An analysis of employee benefits expense by function
Operating costs

Operating expenses

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







2022
$ 1,243,443

99,388
4,867

104,255

9,342
106,316

$ 1,463,356

$ 986,737

476,619

$ 1,463,356
2021
$ 1,288,913
80,160

5,036

85,196
45,445

106,819
$ 1,526,373
$ 1,014,560

511,813
$ 1,526,373

g. Employees’ compensation and remuneration of directors

According to the Company’s Articles of Incorporation, the Company accrued employees’ compensation and remuneration of directors and supervisors at rates of no less than 1% and no higher than 1%, respectively, of net profit less accumulated deficit. As it was net loss for the year ended December 31, 2022, the Company did not estimate the employees’ compensation and the remuneration of directors for the year.

  • 46 -

The compensation of employees and the remuneration of directors for the years ended December 31, 2021, which were approved by the Company’s board of directors on March 8, 2022 is as follows:

Accrual rate

Compensation of employees
Remuneration of directors
Amount
Compensation of employees
Remuneration of directors
For the Year
Ended
December 31,
2021
1.44%
0.45%
For the Year
Ended
December 31,
2021
For the Year
Ended
December 31,
2021
1.44%
0.45%
For the Year
Ended
December 31,
2021
Cash
$ 32,000
$ 10,000

If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.

There is no difference between the actual amounts of employees’ compensation and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2021 and 2020.

Information on the employees’ compensation 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.

h. Gains or losses on foreign currency exchange


Foreign exchange gains

Foreign exchange losses

For the Year Ended For the Year Ended December 31


2022
$ 455,424

(603,551)

$ (148,127)
2021
$ 419,463
(396,661)
$ 22,802
  • 47 -

26. INCOME TAXES

  • a. Income tax recognized in profit or loss

Major components of income tax (benefit) expense are as follows:


Current tax
In respect of the current year

Income tax on unappropriated earnings
Adjustments for prior year


Deferred tax
In respect of the current year

Income tax (benefit) expense recognized in profit or loss
**For the Year Ended ** **For the Year Ended ** **December 31 **




2022
$ 99,107

-
22,340

121,447

(607,445)

$ (485,998)
2021
$ 651,987
32,000

18,140

702,127

(80,719)
$ 621,408

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


(Loss) profit before tax from continuing operations

Income tax (benefit) expense calculated at the statutory rate
(25%)

Permanent differences
Tax-exempt income
Additional income tax under the Alternative Minimum Tax Act
Tax on unappropriated earnings
Effect of different tax rates of group entities operating in other
jurisdictions
Adjustments for prior years’ tax

Income tax (benefit) expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2022
$ (1,722,222)

$ (430,556)
108,174
(144,873)
-
-
(41,083)
22,340

$ (485,998)
2021
$ 2,768,870
$ 692,218
298,448

(416,858)
22,404
32,000

(24,944)

18,140
$ 621,408

The corporate tax rate applicable to subsidiaries in China is 25%. Tax rates applicable to the Group’s entities operating in other jurisdictions are based on the tax laws in those jurisdictions.

  • b. Income tax recognized in other comprehensive income

Deferred income tax expenses (benefit)
In respect of the current year
Translation of foreign operations
Remeasurement of defined benefit plans
Total income tax recognized in other comprehensive income
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2022
$ 11,840

3,750

15,590
$ 15,590
2021
$ (3,130)

(4,920)

(8,050)
$ (8,050)
  • 48 -

c. Current tax assets and liabilities

Current tax assets
Tax refund receivable

Current tax liabilities
Income tax payable
December 31 December 31

2022
$ 182,876

$ 78,633
2021
$ 142,571
$ 105,721

d. Deferred tax assets and liabilities

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

For the year ended December 31, 2022

Deferred tax assets
Temporary differences
Allowance for write -
down of inventories

Exchange differences on
translating the financial
statements of foreign
operations
Defined benefit
obligations
Allowance for impairment
loss
Others

Loss carryforwards


Deferred tax liabilities
Temporary differences
Investment income abroad
Land revaluation
incremental tax
Others

Opening
Balance
$ 170,416
34,660
50,490
7,910

28,462

291,938

527,118

$ 819,056

$ 117,480
99,828

58,911

$ 276,219
Recognized
in Profit or
Loss
$ (98,498)

-

4,180

(961)

(917)


(96,196)

703,631

$ 607,435

$ (10)

-

-

$ (10)
Recognized
in Other
Compre-
hensive
Income
$ -

(11,840)

(3,750)

-

-


(15,590)

-

$ (15,590)

$ -

-

-

$ -
Exchange
Differences
$ 3,200

-

-

134

247


3,581

4,231

$ 7,812

$ -

-

6,449

$ 6,449
Closing
Balance
$ 75,118

22,820

50,920

7,083

27,792


183,733

1,234,980

$ 1,418,713

$ 117,470

99,828

65,360

$ 282,658
  • 49 -

For the year ended December 31, 2021

Deferred tax assets
Temporary differences
Allowance for write -
down of inventories

Exchange differences on
translating the financial
statements of foreign
operations
Defined benefit
obligations
Allowance for impairment
loss
Others

Loss carryforwards


Deferred tax liabilities
Temporary differences
Investment income abroad
Land revaluation
incremental tax
Others

Opening
Balance
$ 20,977
31,530
45,350
7,894

13,866

119,617

554,236

$ 673,853

$ 117,490
99,828

3

$ 217,321
Recognized
in Profit or
Loss
$ 149,547

-

220

59

14,651


164,477

(24,160)

$ 140,317

$ (10)

-

59,608

$ 59,598
Recognized
in Other
Compre-
hensive
Income
$ -

3,130

4,920

-

-


8,050

-

$ 8,050

$ -

-

-

$ -
Exchange
Differences
$ (108)

-

-

(43)

(55)


(206)

(2,958)

$ (3,164)

$ -

-

(700)

$ (700)
Closing
Balance
$ 170,416

34,660

50,490

7,910

28,462


291,938

527,118

$ 819,056

$ 117,480

99,828

58,911

$ 276,219
  • e. Information about unused loss carryforwards

Loss carryforwards as of December 31, 2022 comprised:

Unused Amount Unused Amount Expiry Year
$ 587,050 2023
949,572 2024
377,675 2025
204,676 2026
2,820,947 2027
$ 4,939,920
  • f. The aggregate amount of temporary differences associated with investments for which deferred tax liabilities have not been recognized

As of December 31, 2022 and 2021, the taxable temporary differences associated with investments in subsidiaries for which no deferred tax liabilities have been recognized were $2,140,000 thousand and $2,480,000 thousand, respectively.

  • 50 -

  • g. Domestic income tax assessments

Assessment Year
The Company 2020
TUI 2020
WCI 2020
UVC 2020

27. (LOSS) EARNINGS PER SHARE


Basic (loss) earnings per share
Diluted earnings per share
Unit: NT$ Per Share
For the Year Ended December 31
Unit: NT$ Per Share
For the Year Ended December 31
Unit: NT$ Per Share
For the Year Ended December 31
2022
$ (0.94)

2021
$ 1.66
$ 1.62

The (loss) earnings and weighted average number of ordinary shares outstanding used in the computation of (loss) earnings per share are as follows:

Net (Loss) Profit for the Year



(Loss) earnings used in the computation of basic and diluted earnings
per share
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **

2022
$ (1,236,224)
2021
$ 2,147,462

The weighted average number of ordinary shares outstanding (in thousands of shares) is as follows:


Weighted average number of ordinary shares used in the
computation of basic (loss) earnings per share
Effect of potentially dilutive ordinary shares
Employee share options
Compensation of employees
Weighted average number of ordinary shares used in the
computation of diluted earnings per share
For the Year Ended For the Year Ended December 31
2022
1,313,101


2021
1,297,478
24,829

1,858
1,324,165

The Company may settle the compensation or bonuses paid to employees in cash or shares; therefore, the Company assumes that the entire amount of the compensation or bonuses 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 by the Company’s board of directors in the following year.

  • 51 -

28. SHARE-BASED PAYMENT ARRANGEMENTS

  • a. Employee share option plan of the Group - employee share options

Qualified employees of the Company and its subsidiaries were granted 40,000 options on August 15, 2019. Each option entitles the holder with the right to subscribe for one thousand ordinary shares of the Company. The options granted are valid for 6 years and exercisable at 50%, 75% or 100%, respectively, after the second, third or fourth year from the grant date.

Information on employee share options is as follows:

Balance at January 1
Options exercised
Options expired

Balance at December 31

Options exercisable, end of the
year
**For the Year Ended December 31 ** **For the Year Ended December 31 **
2022
Number of
Options
(In Thousands
of Units)
Weighted-
average
Exercise Price
($)
24,396
$8.9
(7,409)
8.6


(462)
8.5


16,525
8.5


7,034
8.5
2021
Number of
Options
(In Thousands
of Units)
Weighted-
average
Exercise Price
($)
40,000
$9.4
(15,510)
8.9

(94)
8.9

24,396
8.9

4,443
8.9

Options granted in August 2019 were priced using the Black-Scholes pricing model, and the inputs to the model are as follows:

August 2019 Grant-date share price $9.90 Exercise price (Note) $9.90 Expected volatility 26.01%; 25,67%; 25.03% Expected life 4; 4.5; 5 years Expected dividend yield Risk-free interest rate 0.52%; 0.53%; 0.54%

The fair value of employee share options, which were granted on August 15, 2019, was calculated based on their vesting period that starts from the second, third and fourth year from the grant date. Compensation costs recognized were $9,342 thousand and $26,141 thousand for the years ended December 31, 2022 and 2021, respectively.

Note: The exercise price will be adjusted according to the aforementioned employee share option plan.

  • b. Employee share option plan of the Group - transferred treasury shares

Employees of the Company were transferred 1,335 thousand shares on September 8, 2021 according to the treasury share transfer regulation of the Company by $9.34. The total compensation cost recognized was $19,304 thousand.

  • 52 -

29. GOVERNMENT GRANTS

  • a. In 2022 and 2021, the Group received government grants of $137,553 thousand and $58,422 thousand in mainland China, respectively. The grants were immediate financial supports based on investment agreements.

  • b. In 2017, the Group received an air pollution prevention grant of RMB2,972 thousand from mainland China government. The government grant was initially recognized as long-term deferred income, then transferred to other income based on the depreciation of the relevant assets.

In 2022 and 2021, the long-term deferred income of $1,268 thousand and $1,241 thousand was transferred to other income, respectively.

As of December 31, 2022 and 2021, the balances of the deferred income were $5,203 thousand and $6,363 thousand, respectively.

  • c. In 2017, 2016 and 2014, the Group received government grants of RMB20,000 thousand, RMB3,250 thousand and RMB26,400 thousand in mainland China, respectively. The grants were special subsidy of Panjin City, Liaoning Province of mainland China, and development of strategic emerging industries of Sichuan Province. The government grants were initially recognized as long-term deferred income. After the construction of related assets is completed, the government grants transferred to other income based on the depreciation of the assets.

In 2022 and 2021, the long-term deferred income of $11,708 thousand and $11,462 thousand, respectively, was transferred to other income.

As of December 31, 2022 and 2021, the balances of the deferred income were $155,874 thousand and $164,933 thousand, respectively.

30. CAPITAL MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance. It was estimated that the Group’s overall strategy remains unchanged in the short term.

The capital structure of the Group consists of net liability (total liability offset by cash and cash equivalents and financial assets at amortized cost) and net asset (total asset offset by cash and cash equivalents and financial assets at amortized cost).

Key management personnel of the Group review the capital structure on a quarterly basis. As part of this review, the key management personnel consider the cost of capital and the risks associated with each class of capital. Based on recommendations of the key management personnel, in order to balance the overall capital structure, the Group may adjust the amount of dividends policy and the amount of new debt issued or existing debt redeemed.

The Group has a target net liability ratio of 50% determined as the proportion of net debt to assets.

  • 53 -

Net Liability Ratio

The net liability ratio at end of the reporting period was as follows:

Liabilities

Cash and cash equivalents (Note)

Net liabilities

Assets

Cash and cash equivalents (Note)

Net assets

Net liability to net asset ratio
December 31 December 31






2022
$ 24,456,220

(4,278,542)

$ 20,177,678

$ 50,562,422

(4,278,542)

$ 46,283,880


44%
2021
$ 23,875,107

(4,377,252)
$ 19,497,855
$ 53,771,844

(4,377,252)
$ 49,394,592

39%

Note: Cash and cash equivalents include financial assets at amortized cost.

31. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments not measured at fair value

December 31, 2022

Financial liabilities
Financial liabilities at
amortized cost
Domestic corporate bonds
payable

December 31, 2021
Financial liabilities
Financial liabilities at
amortized cost
Domestic corporate bonds
payable
Carrying
Amount
$ 8,990,911

Carrying
Amount
$ 5,991,133
FairValue FairValue
Level 1
$ -
Level 2
Level 3
$ 9,012,414
$ -

FairValue
Total
$ 9,012,414
Level 1
$ -
Level 2
$ 6,025,200
Level 3
$ -
Total
$ 6,025,200

Apart from the mentioned above, the management considered that the carrying amounts of financial assets and financial liabilities not measured at fair value approximated their fair values or were unmeasurable.

  • 54 -

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

  • 1) Fair value hierarchy

December 31, 2022
Financial assets at FVTPL
Mutual funds

Financial assets at FVTOCI
Investments in equity
instruments
Domestic listed shares
and emerging
market shares

Domestic unlisted
shares
Foreign unlisted shares

December 31, 2021
Financial assets at FVTPL
Mutual funds

Financial assets at FVTOCI
Investments in equity
instruments
Domestic listed shares
and emerging
market shares

Foreign listed shares
Domestic unlisted
shares
Foreign unlisted shares
Level 1

$ 42,227


$ 11,075,657
-

-

$ 11,075,657

Level 1

$ 25,665


$ 13,154,544
49,135
-

-

$ 13,203,679
Level 2
$ -

$ -

-

-

$ -

Level 2
$ -

$ -

-

-

-

$ -
Level 3
$ -

$ -

671,501

6

$ 671,507

Level 3
$ -

$ -

-

699,460

8

$ 699,468
Total
$ 42,227
$ 11,075,657

671,501

6
$ 11,747,164
Total
$ 25,665
$ 13,154,544

49,135

699,460

8
$ 13,903,147

There were no transfers between Levels 1 and 2 in the current and prior years.

  • 55 -

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2022

Financial Assets
Balance at January 1, 2022

Recognized in other comprehensive income (included in unrealized gain (loss)
on financial assets at FVTOCI)
Purchases
Proceed from return of investment

Balance at December 31, 2022

For the year ended December 31, 2021
Financial Assets
Balance at January 1, 2021

Recognized in other comprehensive income (included in unrealized gain (loss)
on financial assets at FVTOCI)
Purchases
Proceed from return of investment
Sales/settlements

Balance at December 31, 2021
Financial Assets
at FVTOCI
Equity
Instruments
$ 699,468
(41,808)
27,374

(13,527)
$ 671,507
Financial Assets
at FVTOCI
Equity
Instruments
$ 618,588
76,603
27,375
(23,044)

(54)
$ 699,468
  • 3) Valuation techniques and inputs applied for Level 2 fair value measurement
Financial Instrument
Financial liabilities - domestic
corporate bonds payable
Valuation Technique and Inputs
The fair value is calculated using a volume-weighted average
price on the TPEx at the end of the reporting period.
  • 4) Valuation techniques and inputs applied for Level 3 fair value measurement

The fair values of unlisted equity securities - ROC were determined using the asset approach. The approach is mainly utilized to evaluate venture capital firms. In this approach, the net asset value is taken into account. The market approach is used for determining the fair values of other securities, in which the fair value of the target securities is determined based on the market transaction price and market conditions of the listed equity securities of other similar companies.

  • 56 -

  • c. Categories of financial instruments

Financial assets
Financial assets mandatorily classified as at FVTPL

Financial assets at amortized cost (1)
Equity instruments at FVTOCI
Financial liabilities
Financial liabilities at amortized cost (2)
December 31
2022
2021
$ 42,227 $ 25,665
8,110,805
9,605,046
11,747,164
13,903,147
22,888,327
21,497,989
  • 1) The balances included financial assets measured at amortized cost, which comprise cash and cash equivalents, debt investments, notes receivable, trade receivables, other receivables and refundable deposits.

  • 2) The balances included financial liabilities at amortized cost, which comprise notes payable, short-term borrowings, trade payable, current portion of long-term borrowings, other payables, bonds issued, long-term borrowings and guarantee deposits received.

  • d. Financial risk management objectives and policies

The Group’s major financial instruments include equity investments, receivables, payables, and borrowings. The Group’s corporate treasury function provides services to the business, 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 exposures by degree and magnitude of risks. These risks include market risk (including foreign currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

1) Market risk

The Group activities exposed it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.

There has been no change to the Group exposure to market risks or the manner in which these risks are managed and measured.

a) Foreign currency risk

The Company and several subsidiaries of the Company have foreign currency denominated sales and purchases, which exposed the Group to foreign currency risk. Approximately 15% of the Group’s sales is denominated in currencies other than the functional currency, whilst almost 30% of costs is denominated in currencies other than the functional currencies of the Group’s entities.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) at the end of the year are set out in Note 38.

  • 57 -

Sensitivity analysis

The Group is mainly exposed to the USD.

The following table details the Group’s sensitivity to a 3% increase and decrease in the New Taiwan dollar, RMB and MYR against the USD. The sensitivity rate used when reporting foreign currency risk internally to key management personnel and representing management’s assessment of the reasonably possible change in foreign exchange rates is 3%. The sensitivity analysis included only outstanding foreign currency denominated monetary items, and adjusted their translation at the end of the year for a 3% change in foreign currency rates. A positive number below indicates an increase in pre-tax profit associated with the New Taiwan dollar and RMB strengthening 3% against the USD. For a 3% weakening of the New Taiwan dollar and RMB against the USD, there would be an equal and opposite impact on pre-tax (loss) profit, and the balances below would be negative.


Profit or loss
USD Impact
For the Year Ended December 31
2022
2021
$ 34,834
$ 50,710

This was mainly attributable to the exposure on outstanding receivables, payables and borrowings denominated in USD.

The Group’s sensitivity to foreign currency decreased for the year ended December 31, 2022 mainly due to the decrease in the amount of payables in USD, leading to the decrease in the amount of net foreign currency liabilities.

b) Interest rate risk

The Group is exposed to interest rate risk because the Group borrows funds at both fixed and floating interest rates. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetites ensuring the most cost-effective hedging strategies are applied.

The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the year were as follows:

Fair value interest rate risk
Financial assets

Financial liabilities
Cash flow interest rate risk
Financial liabilities
December 31
2022
2021
$ 39,377 $ 38,513
14,789,595
17,453,432
4,967,974
400,000

The Group is exposed to fair value interest rate risk in relation to fixed-rate bank borrowings and bonds payable. The Group aims to keep borrowings at floating rates to minimize fair value interest rate risk.

The Group is also exposed to cash flow interest rate risk in relation to variable-rate bank borrowings. It is the Group’s policy to keep its borrowings at floating interest rates so as to minimize the fair value interest rate risk.

  • 58 -

Sensitivity analysis

The sensitivity analysis below was determined based on the Group’s exposure to interest rates for non-derivative instruments at the end of the year. For floating rate liabilities, the analysis was prepared assuming the amount of each liability outstanding at the end of the year was outstanding for the whole year. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Group pre-tax profit for the years ended December 31, 2022 and 2021 would decrease/increase by $24,840 thousand and $2,000 thousand, respectively.

The Group’s sensitivity to interest rates increased for the year ended December 31, 2022 mainly due to the increase in the amount of variable-rate bank borrowings.

c) Other price risk

The Group was exposed to equity price risk through its investments in fund beneficiary certifications and equity securities. Equity investments are held for strategic rather than for trading purposes, the Group does not actively trade these investments. The Group’s equity price risk is mainly concentrated on strategic investments of domestic equity instruments.

Sensitivity analysis

The sensitivity analysis below was determined based on the exposure to equity price risks at the end of the year.

If equity prices had been 5% higher/lower, post-tax other comprehensive income for the years ended December 31, 2022 and 2021 would have increased/decreased by $587,358 thousand and $695,157 thousand, respectively, as a result of the changes in fair value of financial assets at FVTOCI.

The Group’s sensitivity to equity prices decreased because the Group held less equity securities in the current period.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. At the end of the year, the Group’s maximum exposure to credit risk, which would cause a financial loss to the Group due to the failure of the counterparty to discharge its obligation, could be the carrying amount of the respective recognized financial assets as stated in the balance sheets.

The Company adopts a policy of only dealing with creditworthy counterparties. Before accepting any new clients, the relevant departments perform credit evaluation and internal credit scoring, sales and administration departments assess the potential customers’ credit quality and define credit limit for customers. Limits and scoring attributed to customers are reviewed twice a year.

Besides, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate impairment losses are recognized on irrecoverable amounts.

The Group transacts with a large number of customers. The Group did not have significant credit risk exposure from any single counterparty or any group of counterparties having similar characteristics. Concentration of credit risk to any counterparty did not exceed 5% of gross monetary assets at any time during the years ended December 31, 2022 and 2021.

  • 59 -

The Group’s concentration of credit risk by geographical locations was mainly in mainland China, which accounted for 62% and 60% of total trade receivables as of December 31, 2022 and 2021, respectively.

  • 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.

The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2022 and 2021, the Group had available unutilized bank loan facilities set out in (b) below.

  • a) Liquidity and interest rate risk tables for non-derivative financial liabilities

The following table details the Group’s remaining contractual maturities for its non-derivative financial liabilities with agreed upon 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 and 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.

December 31, 2022
Non-derivative
financial liabilities
Non-interest bearing
liabilities

Lease liabilities
Variable interest rate
liabilities
Fixed interest rate
liabilities


December 31, 2021
Non-derivative
financial liabilities
Non-interest bearing
liabilities

Lease liabilities
Variable interest rate
liabilities
Fixed interest rate
liabilities

0-3 Months
$ 2,955,470
3,584
1,257,517

1,563,223

$ 5,779,794

$ 3,587,060
3,614
-

2,099,016

$ 5,689,690
3 Months to
1 Year
$ 192,394

11,476

500,000

7,374,572

$ 8,078,442

$ 587,030

10,417

-

1,237,742

$ 1,835,189
1-5 Years




$ -

14,108

3,210,457

5,830,000

$ 9,054,565




$ -

21,692

400,000

14,086,830

$ 14,508,522
Over 5 years
$ -

3,729

-

-
$ 3,729
$ -

6,019

-

-
$ 6,019
  • 60 -

  • b) Financing facilities

Unsecured bank loan facilities
Amount used

Amount unused

December 31 December 31


2022
$ 10,735,769

31,354,358

$ 42,090,127
2021
$ 9,903,905

26,211,578
$ 36,115,483
  • e. Transfers of financial assets

During the years ended December 31, 2022 and 2021, the Group entered into discount loan transaction by using some of its banker’s acceptance bills in mainland China. According to the loan contract, if these banker’s acceptance bills are not recoverable at maturity, transferees have the right to demand the Group to pay the unsettled balance. Since the Group has not transferred the significant risks and rights relating to these banker’s acceptance bills, the Group continues to recognize the full carrying amounts of these banker’s acceptance bills.

As of December 31, 2022 and 2021, the carrying amounts of these banker’s acceptance bills that have been transferred but not derecognized were $817,496 thousand and $1,919,683 thousand, respectively. (Including eliminated on consolidation inter-subsidiary acceptance bills of 576,724 thousand and 1,231,142 thousand, respectively.) The carrying amounts of the related liabilities were $817,496 thousand and $1,919,683 thousand, respectively.

32. TRANSACTIONS WITH RELATED PARTIES

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed as follows:

  • a. Related party name and category

Related Party Name Related Party Category Lien Hwa Industrial Holdings Corp. (LHIHC) With the same chairman Lien Hwa Property Development Corp. (LHPDC) Subsidiary of LHIHC Linde Lienhwa Industrial GASES Co., Ltd. (LLIG) Associate of LHIHC Lien Hwa Industrial GASES (Soochow) Co., Ltd. Associate of LLIG (LLIG Soochow) Asia Union Electronic Chemical Corp. (AUECC) Associate of LLIG Harbinger Venture Management Co., Ltd. (HVMC) With the same chairman Lienhwa United LPG Co., Ltd. (LPG) The Company is its director.

  • b. Purchases of goods

Related Party Category
Associates of investors with significant influence over the Group
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31

2022
$ 31,400
2021
$ 29,000
  • 61 -

c. Lease arrangements - the Group is lessee

Line Item
Related Party Category/Name

Lease liabilities
Associates of investors with significant
influence over the Group
LHPDC



Related Party Category/Name
Interest expense
Associates of investors with significant influence over the Group
LHPDC
December 31
2022
2021

$ 202
$ 663

12,139

20,020
$ 12,341
$ 20,683
**For the Year Ended December 31 **



2022
$ 20


320

$ 340
2021
$ 39

417
$ 456

d. Lease arrangements - the Group is lessor

Future lease payments receivable are as follows:

Related Party Category/Name
Associates of investors with significant influence over the Group
AUECC
LPG
December 31


2022
$ 34,702


3,969

$ 38,671
2021
$ 58,385

3,473
$ 61,858

Lease income was as follows:


Related Party Category/Name
Associates of investors with significant influence over the Group
AUECC
LPG
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2022
$ 18,641


5,530

$ 24,171
2021
$ 18,681

5,530
$ 24,211
  • 62 -

e. Service revenue


Line Item
Related Party Category/Name

Other income
Associates of investors with significant
influence over the Group
Subsidiaries of investors with
significant influence over the Group
LHPDC
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2022
$ 49


546

$ 595
2021
$ 70

516
$ 586

Transactions with related parties were made at prices and terms comparable to those that would be obtained in similar transactions with non-related parties.

f. Other receivables from related parties (excluding loans to related parties)

Line Item
Related Party Category/Name

Other receivables -
related parties
Associates of investors with significant
influence over the Group
LPG
AUECC
LLIG
Subsidiaries of investors with
significant influence over the Group
LHPDC
g. Refundable deposits
Line Item
Related Party Category/Name

Other non-current
assets
Subsidiaries of investors with
significant influence over the Group
LHPDC
h. Payables to related parties
Line Item
Related Party Category/Name

Trade payables
Associates of investors with significant
influence over the Group
**December ** **31 **



2022
$ 1,547

-
540

75

$ 2,162

December
2021
$ 1,427
1,848
535

46
$ 3,856
31

2022
$ 1,571

December
2021
$ 1,692
31

2022
$ 4,841
2021
$ 1,971
  • 63 -

i. Guarantee deposits received

Line Item
Related Party Category/Name

Guarantee deposits
received
Associate of investors with significant
influence over the Group
AUECC
December 31

2022
$ 3,685
2021
$ 3,315
  • j. Remuneration of key management personnel

The remuneration of directors and key executives was as follows:

Short-term employee benefits
Post-employment benefits
Share-based payments
**December ** **31 **


2022
$ 32,648

460

1,498

$ 34,606
2021
$ 42,872
463

3,808
$ 47,143

The remuneration of directors and key executives, as determined by the remuneration committee, was based on the performance of individuals and market trends.

33. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following asset were provided as performance bond for bank:

Restricted deposit (recorded as financial assets at amortized cost) **December ** 31
2022
$ 33,907
2021
$ 33,049

34. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Group as of December 31, 2022 and 2021 were as follows:

  • a. As of December 31, 2022 and 2021, unused letters of credit for purchases of raw materials, machinery and equipment amounted to approximately $515,075 thousand and $751,984 thousand, respectively.

  • b. Unrecognized commitments were as follows:

Acquisition of raw materials and supplies

Acquisition of property, plant and equipment
December 31 December 31

2022
$ 1,988,242

$ 863,853
2021
$ 1,928,537
$ 1,198,340
  • 64 -

  • c. As of December 31, 2022, the Company provided financial guarantee for subsidiaries investees to purchase raw materials or to obtain bank loan facilities. The amount of financial guarantee was as follows:

  • 1) Taizhou Union Plastics - US$20,000 thousand.

  • 2) Nanchong Unicizer Industrial - RMB638,000 thousand.

  • 3) UPC Chemicals (Malaysia) - US$50,000 thousand.

  • 4) Panjin Union Materials - RMB258,000 thousand.

  • 5) Panjin Union Chemical - RMB800,000 thousand.

  • 6) Union Hong Kong - US$15,000 thousand and EUR7,281 thousand.

35. SIGNIFICANT LOSSES FROM DISASTERS

On January 29, 2021, a fire damaged the Group’s production line of specialty plasticizers (specialty chemicals) in the Linyuan Plant. The accident caused property losses and caused disruption of the Group’s operation in 2021. The insurance company paid the replacement cost for the total loss of the assets. After deducting the policy deductible, the final approved claim amount was $346,785 thousand. The Group received an insurance claim prepayment amount of $80,000 thousand in June 2021 (accounted for as other income in 2021), and the remaining claim settlement amount of $266,785 thousand was recognized as indemnity income.

36. SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

In order to save management costs and enhance the competitiveness of the Group, the board of directors resolved on March 6, 2023 to adjusted the holding structure as follows:

  • a. The Group’s intends to merge Granfaith and Faithouse, the 100% indirectly owned BVI subsidiaries. Granfaith will be the surviving company while Faithouse will be dissolved in the merger.

  • b. The Group’s originally held 100% of Nanchong Unicizers and Sichung Logistics indirectly through the above-mentioned subsidiaries. After the above-mentioned merger is completed, it will continue to process the merger of Nanchong Unicizers and Sichung Logistics. After the merger, Nanchong Unicizers will be the surviving company while Sichung Logistics will be dissolved in the merger.

37. OTHER ITEMS

Due to the impact of the COVID-19 pandemic which has evolved globally and currently in Taiwan, the global economy and financial industry are still facing significant uncertainties. As of the date the consolidated financial statements were authorized for issue, the Group assessed that the pandemic did not have a material impact on its ability to continue as a going concern, nor did it have an impact on the impairment of assets or increase the risks arising from financing activities. The Group is continuously observing and assessing the impact of the pandemic on the aforementioned aspects.

  • 65 -

38. SIGNIFICANT FINANCIAL ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Group’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies of the entities in the Group and the related exchange rates between the foreign currencies and the respective functional currencies were as follows:

December 31, 2022

Foreign
Currency
(In Thousands)
Exchange Rate
Financial assets
Monetary items
USD
$ 3,740
30.710 (USD:NTD)
USD

7,263
6.965 (USD:RMB)
MYR

17,233
4.390 (USD:MYR)




Non-monetary items

Investments accounted for using the
equity method

USD

748
30.710 (USD:NTD)

Financial liabilities


Monetary items

USD

9,338
30.710 (USD:NTD)
USD

37,806
6.965 (USD:RMB)
MYR

24,557
4.390 (USD:MYR)



December 31, 2021
Foreign
Currency
(In Thousands)
Exchange Rate
Financial assets
Monetary items
USD
$ 16,692
27.680 (USD:NTD)
USD

18,121
6.376 (USD:RMB)
MYR

11,594
4.176 (USD:MYR)




Non-monetary items

Investments accounted for using the
equity method

USD

666
27.680 (USD:NTD)
Carrying
Amount (In
Thousands)
$ 114,855

223,047

120,552
$ 458,454
$ 22,979
$ 286,770

1,161,022

171,787
$ 1,619,579
Carrying
Amount (In
Thousands)
$ 462,035

501,589

76,849
$ 1,040,473
$ 18,441
(Continued)
  • 66 -
Foreign
Currency
(In Thousands)
Exchange Rate

Financial liabilities


Monetary items

USD
$ 23,999
27.680 (USD:NTD)
USD

71,881
6.376 (USD:RMB)
MYR

30,963
4.176 (USD:MYR)


Carrying
Amount (In
Thousands)
$ 664,292

1,989,666

205,234
$ 2,859,192
(Concluded)

For the years ended December 31, 2022 and 2021, net foreign exchange (losses) gains were $(148,127) thousand and $22,802 thousand, respectively. It is impractical to disclose net foreign exchange (losses) gains by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the entities in the Group.

39. 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 investments in subsidiaries and associates) (Table 3)

  • 4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (Table 4)

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (None)

  • 6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (None)

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 5)

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 6)

  • 9) Trading in derivative instruments (None)

  • 10) Intercompany relationships and significant intercompany transactions (Table 7)

  • 11) Information on investees (Table 8)

  • 67 -

  • b. 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 of investees, investment income or loss, carrying amount of the investment at the end of the year, repatriations of investment income, and limit on the amount of investment in the mainland China area (Table 9)

  • 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 year (Table 10)

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the year (Table 10)

    • c) The amount of property transactions and the amount of the resultant gains or losses (None)

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the year and the purposes (Note 34 and Table 2)

    • e) The highest balance, the ending balance, the interest rate range, and total current year interest with respect to financing of funds (None)

    • f) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receipt of services (None)

  • c. Information of major shareholders: List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 11)

40. SEGMENT INFORMATION

a. General information

Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the regions where the Group operates; thus, the reportable segments are as follows:

  • Eastern China - Zhenjiang Union Chemical, Taizhou Union Chemical, Taizhou Union Plastics, Taizhou Union Logistics, Jiangsu Union Logistics, ZhenJiang Union Torch Estate.

  • Southern China - Zhongshan Unicizers, Zhuhai Unicizers and Guangdong Union Logistics.

  • Northern China - Panjin Union Chemical, Panjin Union Logistics, Panjin Union Materials and Panjin Union Plastics.

  • Central China - Nanchong Unicizers and Sichung Logistics.

  • 68 -

  • Taiwan - The Company, Wei Chen Investment Co., Union Venture Capital Corp. and Taiwan Union International Investment Corporation.

  • Other regions - Union Hong Kong Petrochemicals, Glory Ace, UPC Chemicals (Malaysia) Sdn. Bhd., UPCM Trading (Thailand), UPCM Trading (Vietnam) and other overseas Investment Companies.

  • b. Information of reportable segments


Revenue from external
customers

Inter-segment revenue

Segment revenue

Interest revenue

Finance costs
Significant gains or
losses
Depreciation expense
Amortization expense
Segment income (loss)

Asset of segment

Liability of segment

Revenue from external
customers

Inter-segment revenue

Segment revenue

Interest revenue

Finance costs
Significant gains or
losses
Depreciation expense
Amortization expense
Segment income (loss)

Asset of segment

Liability of segment
**Fo ** rthe Year Ended D ecember 31, 2022




Eastern China
$ 33,713,711


2,306,532

$ 36,020,243

$ 99,895

39,558
623,334
63,959
(267,873 )
Southern China
$ 16,663,108


2,466,327

$ 19,129,435

$ 8,858

48,234
238,140
63,005

(577,121 )
Northern China
$ 9,661,694


3,738,482

$ 13,400,176

$ 10,510

94,201
437,244
51,233

(610,911 )
Central China
Taiwan

$ 3,166,409
$ 4,171,186


486,632

1,332,482

$ 3,653,041
$ 5,503,668

$ 3,055
$ 2,202

32,535
171,532
193,621
148,672
13,761
27,612

(220,974 )
468,541
December 31, 2022
Other Regions
Adjustment and
Elimination
$ 5,443,535
$ -


12,539,517
(22,869,972)

$ 17,983,052
$ (22,869,972)

$ 5,093
$ (100,211 )
1,926
(100,211 )
136,263
-
1,025
-
(27,886 )
-
Total
$ 72,819,643

-
$ 72,819,643
$ 29,402

287,775
1,777,274
220,595
(1,236,224 )

Eastern China
$ 17,553,456

3,828,632
Southern China
$ 6,429,363

3,061,209
Northern China
$ 10,300,373

6,326,648
**Fo **
Central China
$ 2,825,026

1,931,526
rthe Year Ended D
Taiwan

$ 44,731,023

16,551,105
ecember 31, 2021
Other Regions
Adjustment and
Elimination
$ 6,828,526
$ (38,105,345 )
2,640,667
(9,883,567 )
Total
$ 50,562,422

24,456,220




Eastern China
$ 41,408,865


3,111,660

$ 44,520,525

$ 74,033

31,800
696,226
46,450
859,733
Southern China
$ 19,631,757


3,033,504

$ 22,665,261

$ 8,712

38,373
214,768
47,177
605,461
Northern China
$ 7,603,675


5,418,416

$ 13,022,091

$ 5,752

67,046
400,328
69,544
158,549
Central China
Taiwan

$ 4,069,742
$ 4,338,662


1,487,138

1,347,794

$ 5,556,880
$ 5,686,456

$ 2,973
$ 58

35,101
126,285
191,014
121,787
-
28,596
(204,357 )
102,788
December 31, 2021
Other Regions
Adjustment and
Elimination
$ 4,889,727
$ -


13,463,029
(27,861,541)

$ 18,352,756
$ (27,861,541)

$ 842
$ (65,648 )
737
(65,648 )
124,861
-
14,244
-
625,288
-
Total
$ 81,942,428

-
$ 81,942,428
$ 26,722

233,694
1,748,984
206,011
2,147,462

Eastern China
$ 19,992,723

6,217,003
Southern China
$ 6,268,273

2,386,804
Northern China
$ 9,813,845

5,902,026
Central China
Taiwan

$ 3,598,355
$ 48,731,883

2,502,284
16,162,938
Other Regions
Adjustment and
Elimination
$ 6,341,778
$ (40,975,013 )
2,481,357
(11,777,305 )
Total
$ 53,771,844

23,875,107
  • c. Revenue from major products and services

The Group’s sale of petroleum products accounts for at least 90% of the Group’s revenue.

  • 69 -

d. Geographical information

The Group mainly operates in mainland China, revenue from continuing operations from external customers by location of operations and information about its non-current assets by location of assets are detailed below:


China

Taiwan
Others

Revenue from External
Customers
For the Year Ended December 31
2022
2021
$ 63,204,922 $ 72,714,039
4,171,186
4,338,662

5,443,535

4,889,727

$ 72,819,643
$ 81,942,428
Revenue from External
Customers
For the Year Ended December 31
2022
2021
$ 63,204,922 $ 72,714,039
4,171,186
4,338,662

5,443,535

4,889,727

$ 72,819,643
$ 81,942,428
Non-current Assets Non-current Assets
**December 31 **


2022
$ 63,204,922
4,171,186

5,443,535

$ 72,819,643



2022
$ 13,748,332

2,154,412

2,502,323

$ 18,405,067
2021
$ 13,354,193

2,086,276

2,458,131
$ 17,898,600

Non-current assets include property, plant and equipment, computer software, right-of-use assets and other non-current assets.

  • e. Information about major customers

No revenue from any individual customer exceeded 10% of the Group’s total revenues for the years ended December 31, 2022 and 2021.

  • 70 -

TABLE 1

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No.
(Note 1)
Financing
Company
Counter-party Financial Statement
Account
Related
Party
Maximum Balance
for the Period

Ending Balance
Actual Amount
Drawn
Interest Rate Nature of
Financing
(Note 2)
Transaction
Amount
Reasons for
Financing
Allowance for
Impairment Loss
Collateral Collateral Financing Limit
for Each
Borrowing
Company
Financing
Company’s Total
Financing Amount
Limits

Item
Value
1 Zhenjiang Union
Chemical
ZhenJiang Union Torch
Estate
Panjin Union Logistics
Panjin Union Chemical
Nanchong Unicizers
Panjin Union Materials
Taizhou Union Chemical
Zhuhai Unicizers
Zhongshan Unicizers
Taizhou Union Plastics
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
$ 1,366,914
(RMB
310,000
thousand )
485,034
(RMB
110,000
thousand )
1,499,196
(RMB
340,000
thousand )
529,128
(RMB
120,000
thousand )
485,034
(RMB
110,000
thousand )
264,564
(RMB
60,000
thousand )
132,282
(RMB
30,000
thousand )
132,282
(RMB
30,000
thousand )
132,282
(RMB
30,000
thousand )
$ 1,102,350
(RMB
250,000
thousand )
242,517
(RMB
55,000
thousand )
793,692
(RMB
180,000
thousand )
264,564
(RMB
60,000
thousand )
220,470
(RMB
50,000
thousand )
264,564
(RMB
60,000
thousand )
132,282
(RMB
30,000
thousand )
132,282
(RMB
30,000
thousand )
132,282
(RMB
30,000
thousand )
$ 730,417
(RMB
165,650
thousand )
198,423
(RMB
45,000
thousand )
573,222
(RMB
130,000
thousand )
-
154,329
(RMB
35,000
thousand )
-
132,282
(RMB
30,000
thousand )
44,094
(RMB
10,000
thousand )
-
1.51%
1.51%
1.51%
1.51%
1.51%
1.51%
1.51%
1.51%
1.51%
2
2
2
2
2
2
2
2
2
$ -
-
-
-
-
-
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
$ 2,217,661
(RMB
502,939
thousand )
(Note 3)
2,217,661
(RMB
502,939
thousand )
(Note 3)
2,217,661
(RMB
502,939
thousand )
(Note 3)
2,217,661
(RMB
502,939
thousand )
(Note 3)
2,217,661
(RMB
502,939
thousand )
(Note 3)
2,217,661
(RMB
502,939
thousand )
(Note 3)
2,217,661
(RMB
502,939
thousand )
(Note 3)
2,217,661
(RMB
502,939
thousand )
(Note 3)
2,217,661
(RMB
502,939
thousand )
(Note 3)
$ 4,435,322
(RMB 1,005,879
thousand )
(Note 4)
4,435,322
(RMB 1,005,879
thousand )
(Note 4)
4,435,322
(RMB 1,005,879
thousand )
(Note 4)
4,435,322
(RMB 1,005,879
thousand )
(Note 4)
4,435,322
(RMB 1,005,879
thousand )
(Note 4)
4,435,322
(RMB 1,005,879
thousand )
(Note 4)
4,435,322
(RMB 1,005,879
thousand )
(Note 4)
4,435,322
(RMB 1,005,879
thousand )
(Note 4)
4,435,322
(RMB 1,005,879
thousand )
(Note 4)
2 Glory Ace Union Hong Kong Receivable from
related parties
Yes 598,845
(US$ 19,500
thousand )
598,845
(US$ 19,500
thousand )
598,845
(US$ 19,500
thousand )
- 2 - Operating capital - - - 599,923
(US$ 19,535
thousand )
(Note 5)
599,923
(US$ 19,535
thousand )
(Note 6)
3 CHL UPC Chemicals
(Malaysia)
UPCM Trading
(Thailand)
Union Hong Kong
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Yes
Yes
Yes
506,715
(US$ 16,500
thousand )
92,130
(US$ 3,000
thousand )
307,100
(US$ 10,000
thousand )
245,680
(US$ 8,000
thousand )
92,130
(US$ 3,000
thousand )
264,106
(US$ 8,600
thousand )
-
46,065
(US$ 1,500
thousand )
264,106
(US$ 8,600
thousand )
-
-
-
2
2
2
-
-
-
Operating capital
Operating capital
Operating capital
-
-
-
-
-
-
-
-
-
12,704,842
(US$ 413,704
thousand )
(Note 7)
12,704,842
(US$ 413,704
thousand )
(Note 7)
12,704,842
(US$ 413,704
thousand )
(Note 7)
25,409,686
(US$ 827,408
thousand )
(Note 8)
25,409,686
(US$ 827,408
thousand )
(Note 8)
25,409,686
(US$ 827,408
thousand )
(Note 8)

(Continued)

  • 71 -
No.
(Note 1)
Financing
Company
Counter-party Financial Statement
Account
Related
Party
Maximum Balance
for the Period

Ending Balance
Actual Amount
Drawn
Interest Rate Nature of
Financing
(Note 2)
Transaction
Amount
Reasons for
Financing
Allowance for
Impairment Loss
**Collateral ** **Collateral ** Financing Limit
for Each
Borrowing
Company
Financing
Company’s Total
Financing Amount
Limits

Item
Value
4 Guangdong Union
Logistics
Zhuhai Unicizers
Zhongshan Unicizers
Receivable from
related parties
Receivable from
related parties
Yes
Yes
$ 132,282
(RMB
30,000
thousand )
44,094
(RMB
10,000
thousand )
$ 132,282
(RMB
30,000
thousand )
44,094
(RMB
10,000
thousand )
$ 121,259
(RMB
27,500
thousand )
5,732
(RMB
1,300
thousand )
1.51%
1.51%
2
2
$ -
-
Operating capital
Operating capital
$ -
-
-
-
$ -
-
$ 185,569
(RMB
42,085
thousand )
(Note 9)
185,569
(RMB
42,085
thousand )
(Note 9)
$ 185,569
(RMB
42,085
thousand )
(Note 10)
185,569
(RMB
42,085
thousand )
(Note 10)
5 Jiangsu Union
Logistics
ZhengJiang Union
Chemical
Panjin Union Chemical
Panjin Union Materials
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Yes
Yes
Yes
242,517
(RMB
55,000
thousand )
176,376
(RMB
40,000
thousand )
44,094
(RMB
10,000
thousand )
-
176,376
(RMB
40,000
thousand )
44,094
(RMB
10,000
thousand )
-
176,376
(RMB
40,000
thousand )
30,866
(RMB
7,000
thousand )
1.51%
1.51%
1.51%
2
2
2
-
-
-
Operating capital
Operating capital
Operating capital
-
-
-
-
-
-
-
-
-
246,511
(RMB
55,906
thousand )
(Note 11)
246,511
(RMB
55,906
thousand )
(Note 11)
246,511
(RMB
55,906
thousand )
(Note 11)
246,511
(RMB
55,906
thousand )
(Note 12)
246,511
(RMB
55,906
thousand )
(Note 12)
246,511
(RMB
55,906
thousand )
(Note 12)
6 Taizhou Union
Plastics
Nanchong Unicizers
Panjin Union Logistics
Panjin Union Materials
Panjin Union Chemical
Taizhou Union Logistics
ZhenJiang Union
Chemical
Taizhou Union Chemical
Zhuhai Unicizers
Zhongshang Unicizers
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
1,300,773
(RMB
295,000
thousand )
396,846
(RMB
90,000
thousand )
1,234,632
(RMB
280,000
thousand )
1,322,820
(RMB
300,000
thousand )
330,705
(RMB
75,000
thousand )
132,282
(RMB
30,000
thousand )
352,752
(RMB
80,000
thousand )
132,282
(RMB
30,000
thousand )
132,282
(RMB
30,000
thousand )
948,021
(RMB
215,000
thousand )
264,564
(RMB
60,000
thousand )
1,014,162
(RMB
230,000
thousand )
1,190,538
(RMB
270,000
thousand )
198,423
(RMB
45,000
thousand )
132,282
(RMB
30,000
thousand )
352,752
(RMB
80,000
thousand )
132,282
(RMB
30,000
thousand )
132,282
(RMB
30,000
thousand )
903,927
(RMB
205,000
thousand )
264,564
(RMB
60,000
thousand )
899,518
(RMB
204,000
thousand )
1,058,256
(RMB
240,000
thousand )
52,913
(RMB
12,000
thousand )
-
88,188
(RMB
20,000
thousand )
-
44,094
(RMB
10,000
thousand )
1.51%
1.51%
1.51%
1.51%
1.51%
1.51%
1.51%
1.51%
1.51%
2
2
2
2
2
2
2
2
2
-
-
-
-
-
-
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,818,278
(RMB
639,153
thousand )
(Note 13)
2,818,278
(RMB
639,153
thousand )
(Note 13)
2,818,278
(RMB
639,153
thousand )
(Note 13)
2,818,278
(RMB
639,153
thousand )
(Note 13)
2,818,278
(RMB
639,153
thousand )
(Note 13)
2,818,278
(RMB
639,153
thousand )
(Note 13)
2,818,278
(RMB
639,153
thousand )
(Note 13)
2,818,278
(RMB
639,153
thousand )
(Note 13)
2,818,278
(RMB
639,153
thousand )
(Note 13)
5,636,556
(RMB 1,278,305
thousand )
(Note 14)
5,636,556
(RMB 1,278,305
thousand )
(Note 14)
5,636,556
(RMB 1,278,305
thousand )
(Note 14)
5,636,556
(RMB 1,278,305
thousand )
(Note 14)
5,636,556
(RMB 1,278,305
thousand )
(Note 14)
5,636,556
(RMB 1,278,305
thousand )
(Note 14)
5,636,556
(RMB 1,278,305
thousand )
(Note 14)
5,636,556
(RMB 1,278,305
thousand )
(Note 14)
5,636,556
(RMB 1,278,305
thousand )
(Note 14)
7 Sichung Logistics Nanchong Unicizers Receivable from
related parties
Yes 154,329
(RMB
35,000
thousand )
154,329
(RMB
35,000
thousand )
142,865
(RMB
32,400
thousand )
1.51% 2 - Operating capital - - - 157,960
(RMB
35,823
thousand )
(Note 15)
157,960
(RMB
35,823
thousand )
(Note 16)

(Continued)

  • 72 -
No.
(Note 1)
Financing
Company
Counter-party Financial Statement
Account
Related
Party
Maximum Balance
for the Period

Ending Balance
Actual Amount
Drawn
Interest Rate Nature of
Financing
(Note 2)
Transaction
Amount
Reasons for
Financing
Allowance for
Impairment Loss
**Collateral ** **Collateral ** Financing Limit
for Each
Borrowing
Company
Financing
Company’s Total
Financing Amount
Limits

Item
Value
8 Zhongshan
Unicizers
Zhuhai Unicizers
Panjin Union Chemical
ZhenJiang Union
Chemical
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Yes
Yes
Yes
$ 440,940
(RMB
100,000
thousand )
132,282
(RMB
30,000
thousand )
132,282
(RMB
30,000
thousand )
$ 440,940
(RMB
100,000
thousand )
132,282
(RMB
30,000
thousand )
132,282
(RMB
30,000
thousand )
$ 220,470
(RMB
50,000
thousand )
-
-
1.51%
1.51%
1.51%
2
2
2
$ -
-
-
Operating capital
Operating capital
Operating capital
$ -
-
-
-
-
-
$ -
-
-
$ 3,224,981
(RMB
731,388
thousand )
(Note 17)
3,224,981
(RMB
731,388
thousand )
(Note 17)
3,224,981
(RMB
731,388
thousand )
(Note 17)
$ 6,449,963
(RMB 1,462,776
thousand )
(Note 18)
6,449,963
(RMB 1,462,776
thousand )
(Note 18)
6,449,963
(RMB 1,462,776
thousand )
(Note 18)
9 Zhuhai Unicizers Zhongshang Unicizers
Nanchong Unicizers
ZhenJiang Union
Chemical
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Yes
Yes
Yes
396,846
(RMB
90,000
thousand )
132,282
(RMB
30,000
thousand )
132,282
(RMB
30,000
thousand )
264,564
(RMB
60,000
thousand )
132,282
(RMB
30,000
thousand )
132,282
(RMB
30,000
thousand )
-
-
-
1.51%
1.51%
1.51%
2
2
2
-
-
-
Operating capital
Operating capital
Operating capital
-
-
-
-
-
-
-
-
-
1,201,401
(RMB
272,464
thousand )
(Note 19)
1,201,401
(RMB
272,464
thousand )
(Note 19)
1,201,401
(RMB
272,464
thousand )
(Note 19)
2,402,802
(RMB
544,927
thousand )
(Note 20)
2,402,802
(RMB
544,927
thousand )
(Note 20)
2,402,802
(RMB
544,927
thousand )
(Note 20)
10 Panjin Union
Logistics
Panjin Union Chemical Receivable from
related parties
Yes 88,188
(RMB
20,000
thousand )
88,188
(RMB
20,000
thousand )
44,094
(RMB
10,000
thousand )
1.51% 2 - Operating capital - - - 504,733
(RMB
114,468
thousand )
(Note 21)
1,009,466
(RMB
228,935
thousand )
(Note 22)
11 Panjin Union
Materials
Panjin Union Chemical
Panjin Union Logistics
Receivable from
related parties
Receivable from
related parties
Yes
Yes
617,316
(RMB
140,000
thousand )
88,188
(RMB
20,000
thousand )
308,658
(RMB
70,000
thousand )
88,188
(RMB
20,000
thousand )
154,329
(RMB
35,000
thousand )
-
1.51%
1.51%
2
2
-
-
Operating capital
Operating capital
-
-
-
-
-
-
721,809
(RMB
163,698
thousand )
(Note 23)
721,809
(RMB
163,698
thousand )
(Note 23)
1,443,619
(RMB
327,296
thousand )
(Note 24)
1,443,619
(RMB
327,296
thousand )
(Note 24)
12 Panjin Union
Chemical
Panjin Union Logistics Receivable from
related parties
Yes 88,188
(RMB
20,000
thousand )
- - 1.51% 2 - Operating capital - - - 751,136
(RMB
170,349
thousand )
(Note 25)
1,502,272
(RMB
340,698
thousand )
(Note 26)
13 Taizhou Union
Chemical
Taizhou Union Logistics
Panjin Union Chemical
Taizhou Union Plastics
Nanchong Unicizers
Zhuhai Unicizers
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Yes
Yes
Yes
Yes
Yes
132,282
(RMB
30,000
thousand )
264,564
(RMB
60,000
thousand )
529,128
(RMB
120,000
thousand )
264,564
(RMB
60,000
thousand )
264,564
(RMB
60,000
thousand )
132,282
(RMB
30,000
thousand )
-
352,752
(RMB
80,000
thousand )
132,282
(RMB
30,000
thousand )
132,282
(RMB
30,000
thousand )
-
-
-
44,094
(RMB
10,000
thousand )
-
1.51%
1.51%
1.51%
1.51%
1.51%
2
2
2
2
2
-
-
-
-
-
Operating capital
Operating capital
Operating capital
Operating capital
Operating capital
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,280,165
(RMB
290,327
thousand )
(Note 27)
1,280,165
(RMB
290,327
thousand )
(Note 27)
1,280,165
(RMB
290,327
thousand )
(Note 27)
1,280,165
(RMB
290,327
thousand )
(Note 27)
1,280,165
(RMB
290,327
thousand )
(Note 27)
2,560,330
(RMB
580,653
thousand )
(Note 28)
2,560,330
(RMB
580,653
thousand )
(Note 28)
2,560,330
(RMB
580,653
thousand )
(Note 28)
2,560,330
(RMB
580,653
thousand )
(Note 28)
2,560,330
(RMB
580,653
thousand )
(Note 28)
(Continued)
  • 73 -
No.
(Note 1)
Financing
Company
Counter-party Financial Statement
Account
Related
Party
Maximum Balance
for the Period

Ending Balance
Actual Amount
Drawn
Interest Rate
Nature of
Financing
(Note 2)
Transaction
Amount
Reasons for
Financing
Allowance for
Impairment Loss
Collateral Collateral Financing Limit
for Each
Borrowing
Company
Financing
Company’s Total
Financing Amount
Limits

Item
Value
Panjin Union Materials
Zhongshang Unicizers
Zhenjiang Union
Chemical
Receivable from
related parties
Receivable from
related parties
Receivable from
related parties
Yes
Yes
Yes
$ 88,188
(RMB
20,000
thousand )
88,188
(RMB
20,000
thousand )
132,282
(RMB
30,000
thousand )
$ 16,673,126
$ -
88,188
(RMB
20,000
thousand )
132,282
(RMB
30,000
thousand )
$ 12,091,979
$ -
-
-
$ 6,993,328
1.51%
1.51%
1.51%
2
2
2
$ -
-
-
$ -
Operating capital
Operating capital
Operating capital
$ -
-
-
-
-
-
$ -
-
-
$ 1,280,165
(RMB
290,327
thousand )
(Note 27)
1,280,165
(RMB
290,327
thousand )
(Note 27)
1,280,165
(RMB
290,327
thousand )
(Note 27)
$ 2,560,330
(RMB
580,653
thousand )
(Note 28)
2,560,330
(RMB
580,653
thousand )
(Note 28)
2,560,330
(RMB
580,653
thousand )
(Note 28)

Note 1: 1 for Zhenjiang Union Chemical. 2 for Glory Ace. 3 for CHL. 4 for Guangdong Union Logistics. 5 for Jiangsu Union Logistics. 6 for Taizhou Union Plastics. 7 for Sichung Logistics. 8 for Zhongshan Unicizers. 9 for Zhuhai Unicizers. 10 for Panjin Union Logistics 11 for Panjin Union Materials. 12 for Panjin Union Chemical 13 for Taizhou Union Chemical.

Note 2: The nature of financing is as follows:

  • a. Business transaction, fill in 1.

b. The need for short-term financing, fill in 2.

Note 3: Financing limit for each borrowing company shall not exceed 50% of Zhenjiang Union Chemical’s net equity in latest financial statements which were audited or reviewed.

Note 4: Financing company’s total financing amount limits shall not exceed 100% of Zhenjiang Union Chemical’s net equity in latest financial statements which were audited or reviewed.

Note 5: Financing limit for each borrowing company shall not exceed 100% of Glory Ace’s net equity in latest financial statements which were audited or reviewed.

Note 6: Financing company’s total financing amount limits shall not exceed 100% of Glory Ace’s net equity in latest financial statements which were audited or reviewed.

Note 7: Financing limit for each borrowing company shall not exceed 50% of Constant’s net equity in latest financial statements which were audited or reviewed.

Note 8: Financing company’s total financing amount limits shall not exceed 100% of Constant’s net equity in latest financial statements which were audited or reviewed.

Note 9: Financing limit for each borrowing company shall not exceed 100% of Guangdong Union Logistics’ net equity in latest financial statements which were audited or reviewed.

Note 10: Financing company’s total financing amount limits shall not exceed 100% of Guangdong Union Logistics’ net equity in latest financial statements which were audited or reviewed.

Note 11: Financing limit for each borrowing company shall not exceed 100% of Jiangsu Union Logistics’ net equity in latest financial statements which were audited or reviewed.

Note 12: Financing company’s total financing amount limits shall not exceed 100% of Jiangsu Union Logistics’ net equity in latest financial statements which were audited or reviewed.

Note 13: Financing limit for each borrowing company shall not exceed 50% of Taizhou Union Plastics’ net equity in latest financial statements which were audited or reviewed.

Note 14: Financing company’s total financing amount limits shall not exceed 100% of Taizhou Union Plastics’ net equity in latest financial statements which were audited or reviewed.

Note 15: Financing limit for each borrowing company shall not exceed 100% of Sichung Logistics’ net equity in latest financial statements which were audited or reviewed.

Note 16: Financing company’s total financing amount limits shall not exceed 100% of Sichung Logistics’ net equity in latest financial statements which were audited or reviewed.

Note 17: Financing limit for each borrowing company shall not exceed 50% of Zhongshan Unicizers’ net equity in latest financial statements which were audited or reviewed.

Note 18: Financing company’s total financing amount limits shall not exceed 100% of Zhongshan Unicizers’ net equity in latest financial statements which were audited or reviewed.

  • Note 19: Financing limit for each borrowing company shall not exceed 50% of Zhuhai Unicizers’ net equity in latest financial statements which were audited or reviewed. Note 20: Financing company’s total financing amount limits shall not exceed 100% of Zhuhai Unicizers’ net equity in latest financial statements which were audited or reviewed. Note 21: Financing limit for each borrowing company shall not exceed 50% of Panjin Union Logistics’ net equity in latest financial statements which were audited or reviewed.

  • Note 22: Financing company’s total financing amount limits shall not exceed 100% of Panjin Union Logistics’ net equity in latest financial statements which were audited or reviewed.

  • Note 23: Financing limit for each borrowing company shall not exceed 50% of Panjin Union Materials’ net equity in latest financial statements which were audited or reviewed. Note 24: Financing company’s total financing amount limits shall not exceed 100% of Panjin Union Materials’ net equity in latest financial statements which were audited or reviewed.

  • Note 25: Financing limit for each borrowing company shall not exceed 50% of Panjin Union Chemical’s net equity in latest financial statements which were audited or reviewed.

(Continued)

  • 74 -

(Concluded)

Note 26: Financing company’s total financing amount limits shall not exceed 100% of Panjin Union Chemical’s net equity in latest financial statements which were audited or reviewed.

Note 27: Financing limit for each borrowing company shall not exceed 50% of Taizhou Union Chemical’s net equity in latest financial statements which were audited or reviewed.

Note 28: Financing company’s total financing amount limits shall not exceed 100% of Taizhou Union Chemical’s net equity in latest financial statements which were audited or reviewed.

  • 75 -

TABLE 2

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No.
(Note 1)
Endorsement/
Guarantee Provider
Guaranteed Party Guaranteed Party Limits on
Endorsement/
Guarantee
Amount
Provided to
Each
Guaranteed
Party
Maximum
Balance for the
Period
Ending Balance Amount
Actually Drawn
Amount
Endorsed/
Guaranteed by
Collateralized
by Properties
Ratio of
Accumulated
Endorsement/
Guarantee to
Net Equity in
Latest Financial
Statements

Maximum
Endorsement/
Guarantee
Amount
Allowable
Guarantee
Provided by
Parent
Company
Guarantee
Provided by
Subsidiary
Guarantee
Provided to
Subsidiaries in
Mainland China
Name Nature of
Relationship
(Note 2)
0 The Company Taizhou Union Plastics
Nanchong Unicizers
UPC Chemicals
(Malaysia)
Panjin Union Materials
Panjin Union Chemical
Union Hong Kong
b
b
b
b
b
b
$ 13,382,874
(Note 3)
$ 614,200
(US$ 20,000
thousand)
3,408,466
(RMB 773,000
thousand)
1,535,500
(US$ 50,000
thousand)
1,417,622
(RMB 321,500
thousand)
4,629,870
(RMB1,050,000
thousand)
698,878
(US$ 15,000
thousand)
(EUR
7,281
thousand)
$ 614,200
(US$ 20,000
thousand)
2,813,197
(RMB 638,000
thousand)
1,535,500
(US$ 50,000
thousand)
1,137,625
(RMB 258,000
thousand)
3,527,520
(RMB 800,000
thousand)
698,878
(US$ 15,000
thousand)
(EUR
7,281
thousand)
$ -
565,215
(RMB 128,184
thousand)
626
(MYR
90
thousand)
268,973
(RMB 61,000
thousand)
1,087,667
(RMB 246,670
thousand)
302,240
(US$ 2,084
thousand)
(EUR
7,281
thousand)
$ -
-
-
-
-
-
2.29 %
10.51 %
5.74 %
4.25 %
13.18 %
2.61 %
$ 40,148,622
(Note 3)
Y
Y
Y
Y
Y
Y
N
N
N
N
N
N
Y
Y
N
Y
Y
N
1 Zhongshan Unicizers Panjin Union Chemical d 3,224,981
(Note 3)
3,528
(RMB
800
thousand)
3,528
(RMB
800
thousand)
- - 0.05% 9,674,944
(Note 3)
Y N Y
2 Zhenjiang Union Chemical Jiangsu Union Logistics d 2,217,661
(Note 3)
6,614
(RMB
1,500
thousand)
6,614
(RMB
1,500
thousand)
1,891
(RMB
429
thousand)
- 0.15% 6,652,983
(Note 3)
N N Y
3 Panjain Union Materials Panjin Union Chemical d 721,809
(Note 3)
53,177
(RMB 12,060
thousand)
53,177
(RMB 12,060
thousand)
-
-
3.68% 2,165,428
(Note 3)
N N Y

(Continued)

  • 76 -

Note 1: 0 for the Company. 1 for Zhongshan Unicizers. 2 for Zhenjiang Union Chemical. 3 for Panjain Union Materials

  • Note 2: Relationships between the endorsement/guarantee provider and the guaranteed party are as follows:

  • a. A company with which it does business.

  • b. A Company in which the company directly and indirectly holds more than 50 percent of the voting shares.

  • c. A Company that directly and indirectly holds more than 50 percent of the voting shares in the Company.

  • d. Companies in which the company holds, directly and indirectly, 90% or more of the voting shares.

  • e. The Company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project.

  • f. All capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages.

  • g. Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.

  • Note 3: The total amount of endorsement or guarantee that the Company, Zhongshan Unicizers, Zhenjiang Union Chemical and Panjain Union Materials are allowed to provide is up to 150% of the net equity of the latest financial statements of the Company, Zhongshan Unicizers, Zhenjiang Union Chemical and Panjain Union Materials which were audited or reviewed. The limits on endorsement or guarantee amount provided to each guaranteed party is up to 50% of the net equity of the latest financial statements of the Company, Zhongshan Unicizers, Zhenjiang Union Chemical and Panjain Union Materials which were audited or reviewed.

(Concluded)

  • 77 -

TABLE 3

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2022

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Holding Company Name Type and Name of Marketable Securities
(Note 1)
Relationship with the
Company (Note 2)
Financial Statement Account December 31, 2022 December 31, 2022 Note
Shares/Units
(In Thousands)
Carrying
Amount
(Note 3)
Percentage of
Ownership (%)
Fair Value
The Company
UVC
WCI
Domestic listed shares
Lien Hwa Industrial Holdings Corp.
MiTAC Holdings Corporation
Domestic unlisted shares
Lienhwa United LPG
Harbinger Venture Capital Corp.
Harbinger VI Venture Capital Corp.
Domestic listed shares and emerging market shares
U.D. ELECTRONIC CORP.
ACTi Corporation
Visco Vision Inc.
Domestic unlisted shares
Harbinger III Venture Capital Corp.
Harbinger VI Venture Capital Corp.
Harbinger VII Venture Capital Corp.
Harbinger VIII Venture Capital Corp.
Taiwan Mobile Communication INC.
Mercury Electronic
Mutual funds
Capital Money Market Fund
Domestic unlisted shares
Lien Yung Investment Corporation
Tong Da Investment Corporation
With the same chairman

The Company is its director
With the same chairman
With the same chairman
Financial assets at FVTOCI - noncurrent













Financial assets at FVTPL - current
Financial assets at FVTOCI - noncurrent
143,262
99,803
4,923
7
3,214
19
517
123
15
739
6,931
10,950
447
306
2,577
9,217
4,848
$ 7,177,409
2,944,177
61,633
53
39,948
607
5,388
35,049
333
9,188
126,425
112,238
2,466
3,787
42,227
126,921
118,100
9.68
8.27
17.29
3.35
13.28
0.02
1.46
0.20
15.00
3.05
9.33
8.45
1.10
1.24
-
19.99
19.99
$ 7,177,409
2,944,177
61,633
53
39,948
607
5,388
35,049
333
9,188
126,425
112,238
2,466
3,787
42,227
126,921
118,100

(Continued)

  • 78 -
Holding Company Name Type and Name of Marketable Securities
(Note 1)
Relationship with the
Company (Note 2)
Financial Statement Account December 31, 2022 December 31, 2022 Note
Shares/Units
(In Thousands)
Carrying
Amount
(Note 3)
Percentage of
Ownership (%)
Fair Value
TUI
CHL
Domestic listed shares
Getac Technology Corporation
Asia Polymer Corporation
Taita Chemical Company, Limited
Synnex Technology International Corporation
Domestic unlisted shares
Harbinger Venture Management Co., Ltd.
Mitac Incorporated
Foreign unlisted shares
Budworth
With the same chairman
With the same chairman
Financial assets at FVTOCI - current



Financial assets at FVTOCI - noncurrent

2,006
11,811
8,855
4,950
863
914
30
$ 88,565
333,070
198,352
293,040
19,286
51,123
6
0.33
1.99
2.23
0.30
19.99
0.22
3.33
$ 88,565
333,070
198,352
293,040
19,286
51,123
6

Note 1: Marketable Securities in this table are stocks, mutual funds and securities derived from these items under IFRS “Financial Instruments: Recognition and Measurement”.

Note 2: Issuers of financial instruments, which are not related parties, can skip the column.

Note 3: The carrying amounts of financial instruments measured at fair values are adjusted for fair values less accumulated impairment losses; the carrying amounts of financial instruments not measured at fair values are the original costs or amortized costs less accumulated impairment losses.

Note 4: Refer to Table 8 and Table 9 for the information of investments in subsidiaries and associates.

(Concluded)

  • 79 -

TABLE 4

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

MARKETABLE SECURITIES ACQUIRED OR DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Type And Name of
Marketable Securities
Financial Statement
Account
Counterparty Nature of
Relationship
Beginning Balance Beginning Balance Acquisition Acquisition Disposal Disposal Share of Profit
and Loss of
Investment
Change in
Evaluation of
Profit and Loss
**Ending ** Balance
Shares/Units
(In Thousands)
Amount Shares/Units
(Note)
Amount Shares/Units
(In Thousands)
Amount Carrying
Amount
Gain (Loss) on
**Disposal **

Shares/Units
(In Thousands)
Amount
The Company
CHL
Goldendust
Prestige Spring
Shares
CHL
UPC Chemicals (Malaysia)
Shares
Goldendust
Shares
Zhongshang Unicizers
Shares
UPC Chemicals (Malaysia)
Investments accounted
for using the equity
method
Investments accounted
for using the equity
method
Investments accounted
for using the equity
method
Investments accounted
for using the equity
method
Investments accounted
for using the equity
method
Original capital
contribution
Original capital
contribution
Original capital
contribution
Original capital
contribution
Original capital
contribution
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
471,304
-
87,208
(Note 2)
163,427
$ 25,895,473

-

7,640,518

6,713,635

1,680,833

21,000

163,427
(Note 5)

12,000

(Note 2)

-
$ 609,442
1,838,838

344,950

344,950

-

58,994
(Note 4)

-

-

-

163,427
(Note 5)
$ -

-

-

-
1,838,838
$ 1,838,838

-

-

-

1,838,838
$ -

-

-

-

-
$ (1,657,934 )

(47,262 )

(874,279 )

(718,852 )

(50,967 )
$ 734,936
(Note 1)

(29,528 )
(Note 3)

145,788
(Note 3)

126,632
(Note 3)

208,972
(Note 3)
433,310
163,427
99,208
(Note 2)
-
$ 23,743,079

1,762,048

7,256,977

6,466,365

-

Note 1: The change in evaluation of profit and loss includes exchange differences on translating the financial statements of foreign operations of $732,556 thousand and unrealized gain on financial assets at fair value through other comprehensive income of $2,380 thousand.

Note 2: Limited company.

Note 3: The change in evaluation of profit and loss includes exchange differences on translating the financial statements of foreign operations.

Note 4: Proceeds from return of investment.

Note 5: Organizational restructuring, please refer to Note 12 (d) for details.

  • 80 -

TABLE 5

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2022

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Buyer/Seller Related Party Relationship Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Trade receivable (Payable) Notes/Trade receivable (Payable) Note
Purchase/
Sale
Amount % of Total Payment Terms Unit Price Payment Terms Ending Balance % of Total
The Company
Zhongshan Unicizers
Taizhou Union Chemical
Zhuhai Unicizers
Zhenjiang Union Chemical
Panjin Union Chemical
Zhenjiang Union Chemical
Taizhou Union Chemical
Zhuhai Unicizers
Panjin Union Chemical
The Company
Zhenjiang Union Chemical
Zhenjiang Union Chemical
Taizhou Union Plastics
Panjin Union Chemical
Nanchong Unicizers
The Company
Zhongshan Unicizers
UPC Chemicals (Malaysia)
The Company
Taizhou Union Chemical
Zhuhai Unicizers
Nanchong Unicizers
The Company
Zhenjiang Union Chemical
Taizhou Union Chemical
Zhuhai Unicizers
Entity that the Company
directly or indirectly
invests in



















Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
$ (205,093)
(311,716)
(213,893)
(534,833)
(117,630)
(123,755)
(245,883)
(191,388)
(203,041)
(225,897)
(222,732)
(1,444,403)
(194,443)
(177,293)
(331,904)
(240,075)
(138,258)
(186,753)
(2,354,881)
(123,823)
(701,525)
(3.73)
(5.66)
(3.89)
(9.72)
(2.17)
(2.28)
(2.50)
(1.95)
(2.06)
(2.30)
(1.65)
(10.73)
(1.44)
(1.20)
(2.24)
(1.62)
(0.93)
(1.59)
(20.06)
(1.05)
(5.98)
45 days, may be adjusted depending
on the situation
45 days, may be adjusted depending
on the situation
45 days, may be adjusted depending
on the situation
45 days, may be adjusted depending
on the situation
45 days, may be adjusted depending
on the situation
30 days, may be adjusted depending
on the situation
30 days, may be adjusted depending
on the situation
30 days, may be adjusted depending
on the situation
30 days, may be adjusted depending
on the situation
30 days, may be adjusted depending
on the situation
45 days, may be adjusted depending
on the situation
30 days, may be adjusted depending
on the situation
45 days, may be adjusted depending
on the situation
45 days, may be adjusted depending
on the situation
30 days, may be adjusted depending
on the situation
30 days, may be adjusted depending
on the situation
30 days, may be adjusted depending
on the situation
45 days, may be adjusted depending
on the situation
30 days, may be adjusted depending
on the situation
30 days, may be adjusted depending
on the situation
30 days, may be adjusted depending
on the situation
$ 11,493
14,479
28,256
165,596
15,513
-
11,792
-
-
79,149
20,981
39,785
-
14,313
7,087
-
6,530
-
642,456
-
19,288
2.20
2.77
5.41
31.71
6.12
-
2.00
-
-
13.40
2.73
5.17
-
1.73
0.86
-
0.79
-
90.45
-
2.72

(Continued)

  • 81 -
Buyer/Seller Related Party Relationship Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Trade receivable (Payable) Notes/Trade receivable (Payable) Note
Purchase/
Sale
Amount % of Total Payment Terms Unit Price Payment Terms Ending Balance % of Total
Nanchong Unicizers
UPC Chemicals (Malaysia)
Union Hong Kong
Zhenjiang Union Chemical
UPCM Chemicals (Thailand)
UPCM Chemicals (Vietnam)
Zhongshan Unicizers
Taizhou Union Chemical
Zhuhai Unicizers
Panjin Union Chemical
Panjin Union Materials
UPC Chemicals (Malaysia)
Entity that the Company
directly or indirectly
invests in







Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
$ (340,695)
(647,047)
(871,286)
(153,773)
(5,849,577)
(1,619,501)
(170,575)
(193,374)
(2,777,068)
(9.47)
(11.59)
(15.60)
(1.42)
(54.17)
(15.00)
(1.58)
(1.79)
(25.72)
30 days, may be adjusted depending
on the situation
90 days, may be adjusted depending
on the situation
90 days, may be adjusted depending
on the situation
120 days, may be adjusted depending
on the situation
120 days, may be adjusted depending
on the situation
120 days, may be adjusted depending
on the situation
120 days, may be adjusted depending
on the situation
120 days, may be adjusted depending
on the situation
120 days, may be adjusted depending
on the situation
$ 4,096
138,328
184,912
37,629
376,511
151,721
-
76,406
464,900
2.59
22.63
30.25
3.33
33.33
13.43
-
6.76
41.16

(Concluded)

  • 82 -

TABLE 6

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2022

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Related Party Relationship Ending Balance Turnover
Rate
Overdue Overdue Amount Received
in Subsequent
Period (Note)

Allowance for
Impairment Loss
Amount Actions Taken
The Company
Panjin Union Chemical
UPC Chemicals (Malaysia)
Union Hong Kong
Glory Ace
CHL
Zhongshan Unicizers
Zhenjiang Union Chemical
Taizhou Union Plastics
Jiangsu Union Logistics
Guangdong Union Logistics
Panjin Union Materials
Sichung Logistics
Panjin Union Chemical
Panjin Union Chemical
Zhenjiang Union Chemical
UPCM Trading (Thailand)
UPCM Trading (Vietnam)
Taizhou Union Chemical
Zhuhai Unicizers
UPC Chemicals (Malaysia)
Union Hong Kong
Union Hong Kong
Zhuhai Unicizers
Zhuhai Unicizers
Panjin Union Chemical
Panjin Union Logistics
ZhenJiang Union Torch Estate
Panjin Union Materials
Panjin Union Chemical
Panjin Union Logistics
Panjin Union Materials
Nanchong Unicizers
Panjin Union Chemical
Zhuhai Unicizers
Panjin Union Chemical
Nanchong Unicizers
Zhenjiang Union Chemical
Entity that the Company directly or
indirectly invests in






















Trade receivables
$ 165,596
Trade receivables
157,422
Trade receivables
138,328
Trade receivables
184,912
Trade receivables
376,511
Trade receivables
151,721
Trade receivables
464,900
Other receivables
598,845
Other receivables
264,106
Other receivables
222,737
Other receivables
132,282
Other receivables
573,418
Other receivables
198,423
Other receivables
730,417
Other receivables
154,329
Other receivables
1,058,256
Other receivables
264,564
Other receivables
899,518
Other receivables
903,927
Other receivables
176,376
Other receivables
121,259
Other receivables
167,710
Other receivables
142,865
Notes receivable
485,034
4.77
29.26
5.24
5.36
11.76
6.98
8.10
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 136,582
156,423
100,420
121,822
376,511
64,055
283,508
-
-
198,423
88,188
220,470
-
-
-
-
-
-
-
-
11,024
78,580
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

Note: It was the amount received as of March 15, 2023.

  • 83 -

TABLE 7

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2022

(In Thousands of New Taiwan Dollars)

No.
(Note 1)

Company Name
Counterparty Relationship (Note 2) Transaction Details
Financial Statement
Account
Amount
(Notes 4 and 5)
Payment Terms % of Total
Sales or Total
Assets
(Note 3)
0 The Company Taizhou Union Chemical
Zhuhai Unicizers
Zhenjiang Union Chemical
Panjing Union Chemical
Panjing Union Chemical
a
a
a
a
a
Sales
Sales
Sales
Trade receivables -
related parties
Sales
$ 311,716
213,893
205,093
165,596
534,833
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
businesspractices
-
-
-
-
1
1 Glory Ace Union Hong Kong c Other receivables -
related parties
598,845 The terms of transaction are the same as general
business practices
1
2 Zhongshan Unicizers Zhuhai Unicizers
Zhenjiang Union Chemical
The Company
c
c
b
Other receivables -
related parties
Sales
Sales
222,737
123,755
117,630
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
businesspractices
-
-
-
3 Taizhou Union Chemical Panjain Union Chemical
Nanchong Unicizers
Taizhou Union Plastics
Taizhou Union Plastics
Zhenjiang Union Chemical
c
c
c
c
c
Sales
Sales
Other revenue
Sales
Sales
203,041
225,897
229,943
191,388
245,883
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
-
-
-
-
-
(Continued)
  • 84 -
No.
(Note 1)

Company Name
Counterparty Relationship (Note 2) Transaction Details
Financial Statement
Account
Amount
(Notes 4 and 5)
Payment Terms % of Total
Sales or Total
Assets
(Note 3)
4 Union Hong Kong Taizhou Union Chemical
UPC Chemicals (Malaysia)
Taizhou Union Chemical
UPC Chemicals (Malaysia)
Zhuhai Unicizers
Zhuhai Unicizers
Zhongshan Unicizers
Panjing Union Chemical
Panjing Union Materials
c
c
c
c
c
c
c
c
c
Trade receivables -
related parties
Trade receivables -
related parties
Sales
Sales
Trade receivables -
related parties
Sales
Sales
Sales
Sales
$ 376,511
464,900
5,849,577
2,777,068
151,721
1,619,501
153,773
170,575
193,374
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
1
1
12
5
-
3
-
-
-
5 Panjing Union Chemical Zhenjiang Union Chemical
The Company
Zhenjiang Union Chemical
Zhuhai Unicizers
Panjin Union Materials
Zhenjiang Union Chemical
Taizhou Union Chemical
c
b
c
c
c
c
c
Trade receivables -
related parties
Sales
Sales
Sales
Other income
Notes receivables -
related parties
Sales
157,422
186,753
2,354,881
701,525
201,255
485,034
123,823
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
-
-
3
1
-
1
-
6 Taizhou Union Plastics Panjing Union Chemical
Panjin Union Logistics
Panjin Union Materials
Nanchong Unicizers
c
c
c
c
Other receivables -
related parties
Other receivables -
related parties
Other receivables -
related parties
Other receivables -
related parties
1,058,256
264,564
899,518
903,927
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
2
1
2
2
(Continued)
  • 85 -
No.
(Note 1)

Company Name
Counterparty Relationship (Note 2) Transaction Details
Financial Statement
Account
Amount
(Notes 4 and 5)
Payment Terms % of Total
Sales or Total
Assets
(Note 3)
7 Constant Union Hong Kong c Other receivables -
related parties
$ 264,106 The terms of transaction are the same as general
business practices
1
8 Sichung Logistics Nanchong Unicizers c Other receivables -
related parties
142,865 The terms of transaction are the same as general
business practices
-
9 Guangdong Union Logistics Zhuhai Unicizers
Zhuhai Unicizers
c
c
Other receivables -
related parties
Other operating revenue
121,259

111,777
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
-
-
10 Jiangsu Union Logistics Panjing Union Chemical
Zhenjiang Union Chemical
c
c
Other receivables -
related parties
Other operating revenue
176,376

124,537
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
-
-
11 Zhuhai Unicizers Zhongshan Unicizers
The Company
UPC Chemicals (Malaysia)
c
b
c
Sales
Sales
Sales
1,444,403
222,732
194,443
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
3
-
-
12 Zhenjiang Union Chemical Panjing Union Chemical
Panjin Union Logistics
ZhenJiang Union Torch Estate
Nanchong Unicizers
Panjin Union Materials
The Company
Zhuhai Unicizers
Zhuhai Unicizers
Taizhou Union Chemical
c
c
c
c
c
b
c
c
c
Other receivables -
related parties
Other receivables -
related parties
Other receivables -
related parties
Sales
Other receivables -
related parties
Sales
Sales
Other receivables -
related parties
Sales
573,418
198,423
730,417
138,258
154,329
177,293
240,075
132,282
331,904
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
1
-
1
-
-
-
-
-
-
(Continued)
  • 86 -
No.
(Note 1)

Company Name
Counterparty Relationship (Note 2) Transaction Details
Financial Statement
Account
Amount
(Notes 4 and 5)
Payment Terms % of Total
Sales or Total
Assets
(Note 3)
13 Nanchong Unicizers Zhenjiang Union Chemical c Sales $ 340,695 The terms of transaction are the same as general
business practices
-
14 UPC Chemicals (Malaysia) UPCM Chemicals (Vietnam)
UPCM Chemicals (Thailand)
UPCM Chemicals (Thailand)
UPCM Chemicals (Vietnam)
c
c
c
c
Sales
Sales
Trade receivables -
related parties
Trade receivables -
related parties
871,286
647,047
138,328
184,912
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
The terms of transaction are the same as general
business practices
1
1
-
-
15 Panjing Union Materials Panjing Union Chemical c Other receivables -
related parties
167,710 The terms of transaction are the same as general
business practices
-

Note 1: The Business information between the Company and subsidiaries should be indicated in the number field, the method of filling in the number is as follows:

  • a. Parent fill in 0.

  • b. Subsidiaries fill from 1 respectively.

  • Note 2: The relationship with the counterparty includes three types as follows:

  • a. Parent to subsidiary.

  • b. Subsidiary to parent.

  • c. Between subsidiaries.

  • Note 3: The calculation of transaction percentage as follow: For balance sheet accounts, calculate by how much the ending balance account consolidated asset for; for income statement accounts, calculate by how much the accumulated amount account consolidated revenue for.

  • Note 4: The transaction amount’s threshold of disclosure is above NT$100,000 thousand.

  • Note 5: It has been written off when preparing consolidated financial report.

(Concluded)

  • 87 -

TABLE 8

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and
Products
Original Investment Amount Original Investment Amount As of December 31, 2022 As of December 31, 2022 As of December 31, 2022 Net Income
(Loss) of the
Investee
Share of Profit
(Loss)
Note
December 31,
2022
December 31,
2021
Number of
Shares
(In Thousands)
% Carrying
Amount
The Company
CHL
CHL
Glory Ace
UVC
WCI
TUI
UPC Chemicals
(Malaysia)
Star Bright
Goldendust
Natural
Magic Props
Pure Fantasy
Modern Vantage
Charmon
Linkhope
Reachworld
Daywinn
Dragonoble
Pagerise
Greaterise
Granfaith
Faithouse
Prestige Spring
Union Hong Kong
Harbinger Ruyi
Tortola, British Virgin Islands
Tortola, British Virgin Islands
Tiding Blvd., Taipei City
Nangang Rd., Taipei City
Minsheng E. Rd., Taipei City
Selangeor, Malaysia
Tortola, British Virgin Islands















Tsimshatsui Kowloon, Hong
Kong
Tortola, British Virgin Islands
Investment
Trading
Investment


Manufacturing and
selling of
PLASTICIZERS and
PA
Investment















Trading
Investment
$ 13,127,287
128,451
250,013
160,000
453,525
1,838,838
(Note 3)
1,348
3,070,575
3,278,180
919,533
217,544
763,540
972,950
88,755
87,960
711,773
1,494,521
965,857
1,502,187
922,434
150,500
(Note 3)
913,293
30,465
$ 14,356,683

128,451

250,013

160,000

453,525
-

1,348

2,725,625

3,278,180

919,533

217,544

763,540

972,950

88,755

87,960

711,773

1,435,059

965,857

1,297,157

922,434

150,500

1,251,836

913,293

30,465

433,310

605

22,701

16,000

78,719

163,427

51

99,208

105,400

28,140

6,331

25,334

31,637

3,000

3,000

23,380

50,670

32,000

49,000

30,351

5,000

-

232,409

1,000
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
-
100.00
28.57
$ 23,743,079
599,874
393,390
295,300
1,385,027
1,762,048
279,610
7,256,977
4,200,036
2,069,422
422,644
804,135
1,295,577
259,245
195,667
1,444,416
684,569
1,023,628
1,470,501
355,477
160,248
-
1,149,931
22,979
$ (1,657,934)

(48)

(25,567)

34,070

84,253

(98,229)

(44,923)

(874,279)

(165,740)

(73,493)

(103,715)

96,296

10,856

12,805

10,151

(56,998)

(214,833)

14,234

(180,122)

(109,237)

1,957

(50,967)

71,692

465
$ (1,657,934)

(48)

(25,567)

34,070

84,253

(47,262)

















Subsidiary





Subsidiary
















Subsidiary’s
investee
company
under the
equity
method
(Continued)
  • 88 -
Investor Company Investee Company Location Main Businesses and
Products
Original Investment Amount Original Investment Amount As of December 31, 2022 As of December 31, 2022 As of December 31, 2022 Net Income
(Loss) of the
Investee
Share of Profit
(Loss)
Note
December 31,
2022
December 31,
2021
Number of
Shares
(In Thousands)
% Carrying
Amount
UVC
Star Bright
Prestige Spring
UPC Chemicals
(Malaysia)
Inno Strategy
Logical Path Ltd.
UPC Chemicals
(Malaysia)
UPCM Trading
(Thailand)
UPCM Trading
(Vietnam)
Tortola, British Virgin Islands
Tsimshatsui Kowloon, Hong
Kong
Selangor, Malaysia
Bangkok, Thailand
Ho Chi Minh City Vietnam
Investment
Investment
Manufacturing and
selling of
PLASTICIZERS and
PA
Trading
Trading
(Note 4)
$ 37
(Note 3)
28,905
17,867
$ 3,075

37

1,251,836

28,905

17,867

-

10

-

30,000

(Note 2)
-
100.00
-
100.00
100.00
$ -
279,601
-
8,896
12,305
$ 478

(44,923)

(98,229)

(8,093)

(21,485)




Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary

Note 1: Please refer to Table 9 for information of investees of Mainland China.

Note 2: Limited company.

Note 3: After the Company acquired UPC Chemicals (Malaysia) from Prestige Spring in November 2022, CHL merged the equity of Prestige Spring, and Prestige Spring dissolved in the merger.

Note 4: The Group completed the liquidation of Inno Strategy in December 2022.

(Concluded)

  • 89 -

TABLE 9

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2022 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Company Investee Company Main Businesses and
Products
Total Amount of
Paid-in Capital
Method of
Investment
(Note 1)
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2022
Investment Flows Investment Flows Accumulated
Outflow of
Investment from
Taiwan as of
December 31,
2022
Percentage
of
Ownership
(%)
Net Income (Loss)
of the Investee
Company

Share of
Profits/Losses
(Note 2)
Carrying Amount
as of
December 31,
2022
Accumulated
Repatriation of
Investment
Income as of
December 31,
2022
Outflow Inflow
Goldendust
Zhongshan Unicizers,
Logical Path Ltd,
Goldendust and Magic
Props
Zhongshan Unicizers,
Logical Path Ltd, Pure
Fantasy and Goldendust
Charmon and Zhongshan
Unicizers
Modern Vantage
Natural and Daywinn
Linkhope
Reachworld
Dragonoble and Zhongshan
Unicizers
Zhenjiang Union Chemical
Pagerise
Greaterise
Granfaith and Zhongshan
Unicizers
Zhongshan Unicizers
Zhenjiang Union Chemical
Zhuhai Unicizers
Taizhou Union Chemical
Taizhou Union Logistics
Taizhou Union Plastics
Jiangsu Union Logistics
Guangdong Union Logistics
Panjin Union Chemical
ZhenJiang Union Torch
Estate
Panjin Union Logistics
Panjin Union Materials
Nanchong Unicizers
Manufacturing and selling
of PLASTICIZERS and
PA
Manufacturing and selling
of PLASTICIZERS and
PA
Manufacturing and selling
of PLASTICIZERS, PA
and MA
Manufacturing and selling
of PLASTICIZERS and
PA
Warehousing and storage
services
Manufacturing and selling
of PVC
Logistics
Logistics
Manufacturing and selling
of PLASTICIZERS and
PA
Real Estate Management
Warehousing and storage
services
Manufacturing and selling
of MA and related
derivatives
Manufacturing and selling
of PLASTICIZERS and
PA
US$ 108,080
thousand
US$ 77,340
thousand

US$ 35,500
thousand
US$ 63,400
thousand
US$ 23,700
thousand
US$ 168,780
thousand
US$ 3,000
thousand
US$ 3,000
thousand
US$ 105,000
thousand
RMB 60,000
thousand
US$ 32,000
thousand
US$ 49,000
thousand
US$ 62,000
thousand
b.
b.
b.
b.
b.
b.
b.
b.
b.
c.
b.
b.
b.
$ 2,139,461
543,823
-
466,785
648,157
3,068,081
88,755
87,960
1,435,059
-
965,857
1,297,157
922,434
$ 344,950
-
-
-
-
-
-
-
59,462
-
-
205,030
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
$ 2,484,411
543,823
-
466,785
648,157
3,068,081
88,755
87,960
1,494,521
-
965,857
1,502,187
922,434
100
100
100
100
100
100
100
100
100
100
100
100
100
$ (718,852)
(175,864)
(583,949)
21,756
96,296
(222,739)
12,805
10,151
(445,158)
(3,925)
14,234
(180,122)
(222,933)
$ (718,852)
b.2)
(175,864)
b.2)
(583,949)
b.2)
21,756
b.2)
96,296
b.2)
(222,739)
b.2)
12,805
b.2)
10,151
b.2)
(445,158)
b.2)
(3,925)
b.2)
14,234
b.2)
(180,122)
b.2)
(222,933)
b.2)
$ 6,466,365
4,452,886
2,279,227
2,581,974
804,134
5,644,451
259,245
195,664
1,461,862
235,814
1,023,628
1,470,501
733,601
$ -
-
-
-
-
-
-
-
-
-
-
-
-
(Continued)
  • 90 -
Investor Company Investee Company Investee Company Main Businesses and
Products
Total Amount of
Paid-in Capital
Total Amount of
Paid-in Capital
Method of
Investment
(Note 1)
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2022
Investment Flows Investment Flows Accumulated
Outflow of
Investment from
Taiwan as of
December 31,
2022
Percentage
of
Ownership
(%)
Net Income (Loss)
of the Investee
Company

Share of
Profits/Losses
(Note 2)
Carrying Amount
as of
December 31,
2022

Accumulated
Repatriation of
Investment
Income as of
December 31,
2022
Outflow Inflow
Faithouse
Taizhou Union Plastics
Sichung Logistics
Panjin Union Plastics
Logistics
Manufacturing and selling
of VCM
US$ 5,000
thousand
RMB 4,000
thousand
b.
c.
$ -
-
$ -
-
$ -
-
$ -
-
100
100
$ 1,957
129
$ 1,957
b.2)
129
b.2)
$ 159,907
17,771
$ -
-
Accumulated Outward Remittance for
Investment in Mainland China as of
December 31, 2022
Investment Amount Authorized by
Investment Commission, MOEA
Upper Limit on Amount of Investment
Stipulated by the Investment Commission,
MOEA
$12,272,971
(Note 3)
$15,208,453
(US$495,228.04 thousand)
(Note 4)
(Note 5)

Note 1. The investment types are as follows:

  • a. Direct investment.

  • b. Indirect investment in Mainland China through a subsidiary in a third region (refer to the table above for investor companies in the third region).

  • c. Others-direct investment from Zhenjiang Union Chemical and Taizhou Union Plastics.

Note 2. In the column of investment income or loss as of December 31, 2022:

  • a. If there is no investment income or loss yet resulting from preparation, please indicate.

  • b. The basis of recognition of investment income or loss as follow:

  • 1) Financial statements that were audited by international accounting firms which are in a cooperation with R.O.C. accounting firm.

  • 2) Financial statements that were audited by the CPAs of the parent company in Taiwan.

  • 3) Others: Financial statements that were not audited.

Note 3. Excluded (1) the investment amount of $934,394 thousand due to the remittance of funds from Taiwan outward to regions of Mainland China in the prior years, and the investor company liquidates after the end of operation; (2) Investment of $3,502,208 thousand that is remittance of company - owned funds from the third region of Mainland China.

Note 4. The exchange rate on December 31, 2022 is US$1=NT$30.71. Capitalization of retained earnings is not included.

Note 5. As the Company has been qualified with operations headquarters certification issued by Industrial Development Bureau on September 13, 2021, the amount of investment in Mainland China is not limited.

(Concluded)

  • 91 -

TABLE 10

UPC TECHNOLOGY CORP. AND SUBSIDIARIES

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

FOR THE YEAR ENDED DECEMBER 31, 2022

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

  1. Sales transactions
Price and Payment Terms
Investee Company
Activities in the Third Area
Comparison with Normal Transactions
Zhenjiang Union Chemical
-
The terms of transaction are the same as general business practices

Zhuhai Unicizers
-

Panjing Union Chemical
-

Taizhou Union Chemical
-

Purchase transactions
Price and Payment Terms
Investee Company
Activities in the Third Area
Comparison with Normal Transactions
Zhenjiang Union Chemical
-
The terms of transaction are the same as general business practices
Zhuhai Unicizers
-

Panjing Union Chemical
-

Zhongshan Unicizers
-
Sales Unrealized
%
Gain on Sale
3.73
$ -

3.89
-
9.72
-
5.66
-
Purchases

Price
%
$ 177,293
4.12

222,732
5.18
186,753
4.34
117,630
2.74

Ending Notes/Trade
Receivable
Price
$ 205,093
213,893
534,833
311,716
Balance
%
$ 11,493
2.20
28,256
5.41
165,596
31.71
14,479
2.77
Ending Notes/Trade Payable
Balance
%
$ 14,313
4.08
20,981
5.98
-
-
15,513
4.42
  1. Purchase transactions

  2. Transactions of endorsements/guarantees (refer to Note 34 and Table 2)

  3. 92 -

TABLE 11

UPC TECHNOLOGY CORP.

INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2022

Name of Major Shareholder Shares Shares
Number of
Shares
Percentage of
Ownership (%)
Lien Hwa Industrial Holdings Corp.
Synnex Technology International Corporation
424,880,973
68,992,033
31.35
5.09
  • Note 1: The information of major shareholders presented in this table is provided based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.

  • Note 2: Percentage of Ownership (%) = Number of shares owned/Total number of shares that have been issued without physical registration.

  • Note 3: The total number of shares that have been issued without physical registration (including treasury shares) is 1,355,206,607 shares.

  • 93 -