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UPC — Annual Report 2023
Jun 13, 2022
51771_rns_2022-06-13_8aa65f6a-9dc8-4871-9e85-7601991f876f.pdf
Annual Report
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Notice to Readers
This English version annual report is a translation of the Chinese version and is not an official document of the shareholders' meeting. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.
Spokesperson and Deputy Spokesperson
Spokesperson: Chen, Yi-Jen/Manager
Deputy Spokesperson: Hsu, Kuei-Mei / Assistant Manager
Tel: 02-2651-7889 Ext.6003
E-mail: [email protected]
Headquarters and Plant
| Headquarters: | 9th Fl., Building A, No.209 Nangang Rd., Sec.1, Nangang Dist., Taipei, 115, Taiwan, R.O.C. |
Tel:(02)2651-7889 |
|---|---|---|
| Linyuan Plant: | No.3, Kung-Yeh 2nd Rd., Linyuan Dist., Kaohsiung 832, Taiwan, R.O.C. |
Tel:(07)641-3501 |
Stock Transfer Agent
Agent: CTBC Bank, Stock Agency Department Add.: 5F., No.83, Sec. 1, Chongqing S. Rd., Zhongzheng Dist., Taipei City 100, Taiwan Website: https://ecorp.ctbcbank.com/cts/index.jsp Tel.: (02)6636-5566
Auditors
Accounting Firm: Deloitte & Touche Auditors: Liu, Chien-Liang, Lin, Wen-Chin Add.: 20F, Taipei Nan Shan Plaza, No. 100, Songren Rd., Taipei 11073, Taiwan Website: www.deloitte.com.tw Tel: (02)2725-9988
Overseas Securities Exchange: None
Website: www.upc.com.tw
Contents
| 1 Letter to Shareholders |
|
|---|---|
| Company Profile3 | |
| 3 Ⅰ. Founding date |
|
| Ⅱ. Milestone3 | |
| Corporate Governance Report6 | |
| Ⅰ. Organization System6 | |
| Ⅱ. Information of Directors, President, Vice Presidents, Assistant Presidents, and Managers of Each Department and Branch |
10 |
Ⅲ. Remuneration of Directors, President, and Vice Presidents |
23 |
| Ⅳ. Implementation of Corporate Governance | 27 |
| Ⅴ. Information Regarding the Audit Fee | 62 |
Ⅵ. Information on Replacement of CPA |
63 |
| VII. Where the company's chairman, president, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm |
64 |
| VIII. The most recent year and as of the publish date of annual report, information of any equity transfer and pledge of equity interests by directors, managereial officers, and shareholders with over 10% Shareholdings |
64 |
| IX. Relationship among the company's top 10 shareholders its any one is a related party or a relative within the second degree of kinship |
65 |
| X. The number of shares held by the company, the company's directors, managers and the business of the same investment company directly or indirectly controlled by the company, and the consolidated shareholding ratio |
66 |
| Capital Information | 67 |
| Ⅰ. Capital and Shares | 67 |
| Ⅱ. Corporate Bonds | 71 |
| Ⅲ. Preferred Shares: None | 71 |
Ⅳ. Issuance of Global Depository Receipts |
71 |
| Ⅴ. Issuance of Employee Stock Warrants: | 72 |
VI. Issuance of New Restricted Employee Shares |
74 |
| VII. Issuance of new shares in connection with a merger or acquisition or with acquisition of shares of any other company |
74 |
VIII. Financing Plans and Implementation |
74 |
| Operational Highlights | 75 |
| Ⅰ. Business Overview | 75 |
| Ⅱ. Market and Sales Overview | 79 |
| Ⅲ. Employee demographic data for last two years as of the publication date of this annual report |
84 |
|---|---|
Ⅳ. The expense of environmental protection |
84 |
V. Labor Relations |
86 |
VI. Information Security Management |
88 |
VII. Important agreements |
89 |
| Financial Status | 90 |
| Ⅰ. Condensed balance sheets and statements of comprehensive income for the past 5 fiscal | |
| years | 90 |
| Ⅱ. Financial analysis for the past 5 fiscal years | 92 |
Ⅲ. The audit committee's report to the most recent annual financial statement |
94 |
| Ⅳ. The financial statements for the most recent fiscal year: Attachment 1 | 94 |
| Ⅴ. The audited financial statements of separate entity for the recent fiscal year: Attachment 2 |
94 |
| VI. If the company or its affiliates have experienced financial difficulties in the latest fiscal year or as of the date of annual report, the company should explain how the difficulties will affect the company's financial situation |
94 |
| Financial status, operating results, and risk management review | 95 |
Ⅰ. Financial Status Analysis |
95 |
Ⅱ. The comparison and analysis of financial performance |
95 |
| Ⅲ. Cash flow | 96 |
| Ⅳ.The effect upon financial operations of any major capital expenditures during the latest fiscal year |
96 |
| Ⅴ. The Company's investment policy for the most recent year | 96 |
| VI. Analysis of Risk Management | 96 |
| VII. Other important matters:100 | |
| Important Notice101 | |
| Ⅰ. The consolidated business report of affiliates101 | |
| II. The most recent year and as of publish the date of annual report, the private placement of 107 securities information |
|
| III. The most recent year and as of publish the date of annual report, information of holding or disposal of the Company shares by the subsidiaries107 |
|
| IV. Other matters that require additional description107 | |
| V. The most recent year and as of publish the date of annual report, any situations of listed in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act, which |
|
| significant impact on shareholders' equity and the Company securities price107 | |
| Attachment 1: The financial statements for the most recent fiscal year………………………………….108 | |
| Attachment 2: The audited financial statements of separate entity for the recent fiscal year.……199 |
Letter to Shareholders
Dear shareholders,
I. 2021 Business Results
The net consolidated revenue in 2021 was NT\$81.942 billion, which was 58% over the previous year. The net profit after tax was NT\$ 2.147 billion, an increase of NT\$13 million over the previous year. The earnings per share after taxes was NT\$1.66.
The total output of the Group was 2.23 million tonnes, and the total sales volume was 1.87 million tonnes, which maintain the same level as the previous year.
Looking back on 2021, the global economy recovered strongly after the pandemic slowed down. However, the economic growth in the second half of the year was stalled by the spread of the novel coronavirus variant and inflation. The Company has maintained stable profits by focusing on products, inventory control and scheduling, and creating core competitive advantage.
II. The business plan of 2021 and the future prospective
The business layout of the Company:
There are six business units of Taiwan, South China, East China, Southwest China, Northeast China, and Malaysia to cover Greater China and Southwestern Asia. The Company expands its footprint to global markets such as South Asia, Northeast Asia and Central and South America.
The operation strategy of the Company:
- (I) The organizational structure of the Company is profit-centered business unit (BU) and supplemented by nine functional departments to establish the system and integrate group resource. The nine functional departments will support BU to manage relevant operation activities more efficiently and achieve the operation goal.
- (II) With respect to the raw materials supply, the Company continues to expand the cooperation and alliances with the upstream manufacturers in mainland China and all over the world to get the stable supply and price advantage raw materials and strengthen its ability to flexible allocation and adjustment.
- (III) With respect to logistics, trade and energy service, the Company uses current resources and combines them with its geographical advantages and complete channels not only to reduce the company's operating costs and improve overall revenue at the same time, but also to develop to become a sustainable operating entity.
- (IV) In the core products, the Company develops and produces no benzene and is tasteless, environmentally friendly hydrogenated plasticizer. In fine chemicals and special chemicals, the Company accelerates the development of environmentally-friendly and special chemical products and bio-degradable plastics.
- (V) The Company cooperates with international companies to develop high-value-added products.
- (VI) With respect to occupational safety, fire protection and process safety, the Company, with the aim of zero occupational injuries, uses advanced monitoring and management systems to
identify various potential risks, and incorporates the concept of process safety management (PSM).
- (VII) With respect to environmental protection, the Company adopts the concept of circular economy and uses process waste heat recovery and energy-saving and carbon reduction schemes to achieve the sustainability goal of zero emissions and carbon neutrality.
- (VIII) The Company develops "UPC 4.0" based on Industry 4.0 and makes use of tools such as the internet of things, AI and RPA process robot to enhance production competitiveness and management efficiency.
- (IX) To meet the company's rapidly growing needs for manpower, the Company strengthens the plan of talent cultivation and succession.
- III. The external competitive environment, regulatory environment and overall business environment impact
Looking forward to 2022, the improving vaccination coverage and the resumption of economic and trade activities in various countries have resulted in the gradual recovery of the global economy. However, continuing pressure from inflation, fluctuations in oil prices from geopolitical instability, increasingly strict environmental safety policies and the requirements of a zero-carbon era are still the main factors that affect the economy. In the face of the aforementioned environmental changes and global competition, the Company will continue to develop value-added, sustainable and low-carbon recycling green chemicals. The Company also has established a risk management committee to enhance the overall risk control, and will take a prudent and optimistic approach in strengthening corporate governance to cope with future changes in the industry.
We really appreciate every shareholder's support and encouragement. We will continue to work hard, and reward our shareholders and contribute to our society with our excellent operating results.
The Company wishes all shareholders good health and good luck. Thank you!
Chairman: Miau, Matthew Feng Chiang
President: Ko, Yi-Shaw
Company Profile
. Founding date:Auguest 14, 1976
. Milestone
| Year Month | Events | |
|---|---|---|
| 1974 | In line with the development of Taiwan petrochemical industry, the founder of the UPC - Mr. | |
| Feng-Zhang, Lu invited Lien Hwa Industrial Corporation and other companies to establish the UPC. | ||
| 1976 | 8 | Union Petrochemical Corp. was established. |
| 1979 | 11 | UPC Linyuan completed plasticizer plant with an annual capacity of 60,000 MT. |
| 1980 | 1 | UPC Linyuan completed PA plant with an annual capacity of 30,000 MT. |
| 4 | The opening ceremony for PA/Plasticizer mass-production of the Linyuan Plant. | |
| 1981 | 11 | UPC Linyuan completed the expansion of PA plant, the annual capacity reached 60,000 MT. |
| 1986 | 3 | UPC Linyuan completed the expansion of plasticizer plant, the annual capacity reached 100,000 MT. |
| 1988 | 1 | Invested in MiTAC International Corp. |
| 2 | UPC Linyuan completed the expansion of plasticizer plant, the annual capacity reached 135,000 MT. | |
| 6 | Cooperated with Monsanto Company (USA) to establish the MA plant with an annual capacity of | |
| 20,000 MT. | ||
| 1989 | 3 | Union Petrochemical Corp. was publicly listed on the Taiwan Stock Exchange. |
| 9 | Invested in Huiju, Qunzhi Development Investment Company, to merge the WYSE (USA). | |
| 11 | UPC Taichung was established and completed plasticizer plant with an annual capacity of 20,000 MT. |
|
| 1990 | 4 | UPC Linhai completed MA plant with an annual capacity of 20,000 MT. |
| 1991 | 10 | UPC Linyuan completed the expansion of PA plant, the annual capacity reached 90,000 MT. |
| 1992 | 1 | UPC Linyuan completed FA plant with an annual capacity of 4,500 MT. |
| 3 | Union Hong Kong Petrochemicals Co., Ltd. established. | |
| 1993 | 10 | Invested in the SYNNEX Corporation (USA). |
| 1994 | 12 | The quality of Linyuan Plant products was approved by BSMI ISO-9002. |
| 1995 | 3 | Shanghai Union Chemical Industry Co., Ltd. was established and completed plasticizer plant with an |
| annual capacity of 20,000 MT. | ||
| 9 | UPC Taichung completed the de-bottleneck of plasticizer plant, the annual capacity reached 30,000 | |
| MT. | ||
| 10 | Union Venture Capital Corp. was established. | |
| 1996 | 9 | Cooperating with USI Corporation to establish two holding companies, namely, Union Polymer |
| International Investment Corp. and Taiwan Union International Investment Corp., to acquire the | ||
| managing shares of Asia Polymer Corporation, Taita Chemical Company, Limited, China General Plastics Corporation, Taiwan VCM Corporation, and China General Terminal & Distribution |
||
| Corporation which were held by British BTR Group. | ||
| 11 | UPC Shanghai completed the de-bottleneck of plasticizer plant, the annual capacity reached 30,000 | |
| MT. | ||
| 12 | UPC Linyuan completed the de-bottleneck of PA plant, the annual capacity reached 110,000 MT. | |
| 1997 | 3 | Completed the M&A (merger and acquisition) of five companies including Asia Polymer |
| Corporation, Taita Chemical Company, Limited, China General Plastics Corporation, Taiwan VCM | ||
| Corporation, and China General Terminal & Distribution Corporation. | ||
| 3 | UPC Taichung completed the expansion of plasticizer plant, the annual capacity reached 60,000 MT. | |
| 1997 | 6 | UPC Shanghai completed the expansion of plasticizer plant, the annual capacity reached 60,000 MT. |
| 8 | Union (Zhongshan) Co., Ltd. was established. | |
| 11 | Zhongshan Unicizers Industrial Co., Ltd. was established. | |
| 12 | The Linyuan Plant's Environmental Management System was certified by BSMI ISO-14001. | |
| 1998 | 2 | UPC Linhai completed the de-bottleneck of MA plant, the annual capacity reached 27,000 MT. |
| 7 | Ashland Union Electronic Chemical Corp. (AUECC) was established. | |
| 1999 | 2 | UPC Zhongshan completed plasticizer plant with an annual capacity of 70,000 MT. |
| 7 | UPC Zhongshan completed the expansion of plasticizer plant, the annual capacity reached 100,000 | |
| MT. | ||
| 2000 | 1 | UPC Shanghai completed the expansion of plasticizer plant, the annual capacity reached 100,000 |
| MT. | ||
| 3 | UPC Zhongshan completed PA plant with an annual capacity of 45,000 MT. established. | |
| 7 | Catac Electronic (ZS) Co., Ltd. was established. |
| Year Month | Events | |
|---|---|---|
| 9 | Zhongshan New Union Chemical Co., Ltd. (ZNUC) was established. | |
| 2001 | 2 | AUECC completed Ultra-high purity electronic chemical plant with an annual capacity of 20,000 MT. |
| 3 | Union Material Technology Corp. was established. | |
| 6 | Union Petrochemical Corp. changed name to UPC Technology Corp. | |
| 8 | ZNUC completed unsaturated polyester resin plant with an annual capacity of 20,000 MT. | |
| 2002 | 1 | Catac Electronic (ZS) completed PCB plant with monthly capacity of 300,000 ft². |
| 7 | UPC merge GUCC which is 100% owned by UPC. | |
| 9 | Zhuhai Unicizers Industry Co., Ltd. was established. | |
| 10 | Zhenjiang Union Chemical Industry Co., Ltd. was established. | |
| 2004 | 3 | UPC Zhuhai completed plasticizer plant with an annual capacity of 40,000MT. |
| 4 | Catac Electronic (ZS) completed the expansion of PCB plant, the monthly capacity reached 600,000 | |
| ft². | ||
| 9 | UPC Zhuhai completed the expansion of plasticizer plant, the annual capacity reached 80,000 MT. | |
| 2005 | 1 | UPC Zhuhai completed PA plant with an annual capacity of 55,000 MT. |
| UPC Zhenjiang completed plasticizer plant with an annual capacity of 80,000 MT. | ||
| Zhongshan Union Trading Co., Ltd. was established. | ||
| Macao Union Trading Co., Ltd. was established. | ||
| 9 | UPC Zhuhai completed the expansion of plasticizer plant, the annual capacity reached 120,000 MT. | |
| 10 | UPC Zhenjiang completed the expansion of plasticizer plant, the annual capacity reached 120,000 | |
| MT. | ||
| 12 | Simplified the investment structure with acquiring 100% equity of Taiwan Union International | |
| Investment Corp. | ||
| 2006 | 1 | UPC Zhenjiang completed PA plant with an annual capacity of 55,000 MT. |
| 4 | UPC Zhenjiang completed the expansion of PA plant, the annual capacity reached 115,000 MT. | |
| 4 | UPC Zhenjiang completed FA plant with an annual capacity of 5,000 MT. | |
| 4 | UPC Zhenjiang completed the expansion of plasticizer plant, the annual capacity reached 180,000 | |
| MT. | ||
| 9 | UPC Zhenjiang completed the expansion of plasticizer plant, the annual capacity reached 260,000 | |
| MT. | ||
| 10 | UPC Zhenjiang completed UPR and Polyol plant with total annual capacity of 37,000 MT. | |
| 10 | Zhongshan Union Chain Fine Chemical Co., Ltd. was established. | |
| 11 | UPC Linyuan completed UPR and Polyol plant with total annual capacity of 14,000 MT. | |
| 11 | UPC Zhongshan completed the expansion of plasticizer plant, the annual capacity reached 115,000 | |
| MT. | ||
| 12 | UPC Linyuan completed the expansion of plasticizer plant, the annual capacity reached 155,000 MT. | |
| 2007 | 2 | UPC Zhuhai completed the expansion of plasticizer plant, the annual capacity reached 230,000 MT. |
| 7 | UPC Zhuhai completed the expansion of PA plant, the annual capacity reached 103,500 MT. | |
| 9 | Taizhou Union Chemical Industry Co., Ltd. was established. | |
| 2008 | 4 | Taizhou Union Logistics Co., Ltd. was established. |
| 4 | UPC Zhenjiang completed the expansion of plasticizer plant, the annual capacity reached 320,000 | |
| MT. | ||
| 10 | Taizhou Union Plastics Industry Co., Ltd. was established. | |
| 12 | UPC Zhuhai completed FA plant with an annual capacity of 6,000 MT. | |
| 2009 | 3 | UPC Zhuhai completed logisitcs tankyard with total storage volume of 40,900 M³. |
| 3 | UPC Zhenjiang completed the expansion of plasticizer plant, the annual capacity reached 435,000 | |
| MT. | ||
| 5 | UPC merge Union Material Technology Corporation which is 100% owned by UPC. | |
| 5 | UPC Zhuhai completed UPR and Polyol plant with total annual capacity of 65,000 MT. | |
| 10 | UPC Linyuan completed Epoxy Resin plant with an annual capacity of 7,000 MT. | |
| 12 | UPC Zhenjiang completed Epoxy Resin plant with an annual capacity of 29,000 MT. | |
| 2010 | 1 | Completed private placement of common shares 150,000,000 shares. |
| 2 | UPC Taizhou completed plasticizer plant with an annual capacity of 120,000 MT. | |
| 7 | UPC Zhuhai completed Epoxy Resin plant with an annual capacity of 17,000 MT. | |
| 2010 | 8 | UPC Taizhou completed PA plant with an annual capacity of 70,000 MT. |
| 2011 | 2 | UPC Taizhou completed the expansion of plasticizer plant, the annual capacity reached 260,000 MT. |
| 2 | UPC Zhuhai completed the expansion of plasticizer plant, the annual capacity reached 345,000 MT. | |
| 3 | UPC Taizhou completed the expansion of PA plant, the annual capacity reached 140,000 MT. | |
| 3 | UPC Taizhou completed FA plant with an annual capacity of 6,000 MT. | |
| 3 | Jiangsu Union Logistics Co., Ltd. was established. | |
| Year Month | Events | |
|---|---|---|
| 4 | Guangdong Union Logistics Co., Ltd. was established. | |
| 10 | UPC Taizhou completed PVC plant with an annual capacity of 300,000 MT. | |
| 11 | Taizhou Union Plastic Products Co., Ltd. was established. | |
| 2012 | 3 | Panjin Union Chemical Industrial Co., Ltd. was established. |
| 6 | Panjin Union Logistics Co., Ltd. was established. | |
| 9 | UPC Taizhou completed logisitcs tankyard with total storage volume of 80,500 M³. | |
| 10 | Zhenjiang Momentive Union Specialty Chemicals Co., Ltd. was established. | |
| 2013 | 2 | Established UPC Research and Development Center and approved by Ministry of Economic Affairs. |
| 3 | UPC Zhuhai completed MA plant with an annual capacity of 30,000 MT. | |
| 6 | Panjin Union Materials Industry Co., Ltd. was established. | |
| 7 | Nanchong Unicizers Industrial Co., Ltd. was established. | |
| 9 | UPC Taizhou completed the expansion of PVC plant, the annual capacity reached 450,000 MT. | |
| 10 | UPC Chemicals (Malaysia) Sdn. Bhd. was established. | |
| 2014 | 9 | UPC Zhuhai completed LPG tank construction. |
| 10 | Sichuan Union Logistics Co., Ltd. was established. | |
| 2015 | 9 | The bio-succinic acid based plasticizer product received |
| 「2015 Taiwan Chemical Technology Industry Product Innovation Award」. | ||
| 11 | Publication of the first corporate social responsibility (CSR) report. | |
| 2016 | 9 | Acquired 40,000 MT/y PA plant and 100,000 MT/y plasticizer plant, located in Gebeng |
| Petrochemical Park in Malaysia, from BASF Petronas Chemicals Sdn. Bhd. (BPC). | ||
| 10 | UPC Nanchong completed plasticizer plant with an annual capacity of 120,000 MT. | |
| 2017 | 3 | UPC Panjin completed DOP plasticizer plant with an annual capacity of 240,000 MT. |
| 5 | UPC Nanchong completed PA plant with an annual capacity of 60,000 MT. | |
| Representative Office of UPC Chemicals (Malaysia) Sdn. Bhd. in Ho Chi Minh City was established. | ||
| 6 | UPC Zhuhai completed ESO Bio-plasticizer plant with an annual capacity of 12,000 MT. | |
| 7 | UPC Panjin completed UniHydro® UN899 (DINCH) plasticizer plant with an annual capacity of | |
| 40,000 MT. | ||
| 8 | Representative Office of UPC Chemicals (Malaysia) Sdn. Bhd. in Bangkok was established. | |
| 9 | UPC Panjin completed PA plant with an annual capacity of 70,000 MT. | |
| UPC Malaysia completed logistics tank yard. | ||
| 2018 | 3 | UPC Malaysia completed plasticizer No. 2 plant with an annual capacity of 120,000 MT. |
| 5 | UPC Panjin completed MA plant with an annual capacity of 40,000 MT. | |
| 10 | UPC Panjin Plant completed the expansion of UniHydro® UN899 (DINCH) plasticizer production | |
| line, total capacity is 80,000 MT/year. | ||
| 12 | UPC Zhenjiang Plant completed the new-build construction of Epoxidzed Soybean Oil, total capacity | |
| is 15,000 MT/year. | ||
| 2019 | 5 | UPCM Trading (Thailand) Co. Ltd. was established. |
| UPC Taizhou completed UniHydro® UN899 (DINCH) plasticizer plant with an annual capacity of | ||
| 80,000 MT. | ||
| 7 | UPCM Trading (Vietnam) Co. Ltd. was established. | |
| UPC Taizhou completed the expansion of PVC production line, the annual capacity reaches 600,000 | ||
| MT. | ||
| 8 | UPC Taiwan completed UniHydro® UN899 (DINCH) plasticizer plant with an annual capacity of | |
| 80,000 MT. | ||
| 11 | UPC Zhuhai completed plasticizer plant with an annual capacity of 120,000 MT. | |
| 2020 | 3 | In order to consolidate and expand the market share whilst developing new markets, UPC and its |
| subsidiary Union Hong Kong Petrochemicals Co., Ltd. signed a long-term supply contract for raw | ||
| materials with ExxonMobil Chemical Asia Pacific. | ||
| 2021 | 12 | UPC Panjin completed DOTP plasticizer plant with an annual capacity of 60,000 MT. |
| 12 | Panjin Union Logistics 50K DWT terminal has commenced operation, total berth throughput 2 | |
| million t/a. |
Corporate Governance Report
Ⅰ. Organization System
(Ⅰ) Organization chart

(Ⅱ) Department Key Functions
| Main Deartment | Principal business operation |
|---|---|
| Office of Internal Audit |
Establish internal control system and its amendment. Perform internal audit, identify needs for corrective actions and follow up improvement to ensure the company's compliance with the applicable laws and internal policies and procedures. Planning and implementation of project audit, and follow-up on deficiencies and recommended improvements. Conduct audit, identify needs for corrective actions and follow up improvement for subsidiaries of the Company to ensure compliance with applicable laws well as interal policies and procedures. |
| Assist and supervise the subsidiary in establishing and implementing its internal control system. Supervise the subsidiary to perform an intenal audit complying with interal control system. |
|
| Submit annual report to FSC. Attend the audit reporting sessions of the audit committee and the board. Review the company's deligation of authorization, management policies, and procedures. |
|
| Group Finance & Administration Function |
Plan, dispatch and manage the Group's working capital. Establish and implement the Group's accounting policies and system. Maintain bookkeeping of all daily transactions on accounting system and prepare financial statements. Make an analysis on the results of business operations and the taxation planning. Make long-term and short-term investment analysis and evaluation. Manage investment projects. Acquire, dispose and manage the fixed assets. Establish, supervise, and implement the Group's property and product insurance policies. Be responsible for stock affairs and monitor the services provided by the agent for stock affairs. Draw up and review contracts, agreements and relevant legal documents. Administer and organize the Board meeting, auditing committee meeting and the shareholders meeting. Administer registration and maintenance of the company patens and intellectual property. Be responsible for application approval and recordation of foreign investment from MOEAIC, alteration of the company registered items, and providing legal opinion on action, condition and intent to the investment project. Be responsible for maintaining a well-functioning computer facility. Develope and upgrade ERP and various computerized systems, and plan and construct the networking |
| Group Human Resources Function |
infrustructure and information security systems. Design and develop the Group's human resources policies and systems. Plan and implement the group talent management strategy. Be responsible for recruitment, selection, staffing, training & development, compensation & benefit, performance management, employee relations, etc. Administer and organize the meeting of the Compensation Committee of the BOD. Maintain labor relations and boost employee engagement. Shape the company culture. |
| Group Engineering & Manufacturing Function |
Make a study on fesibility analysis and investment planning to investment projects. Plan, design, administer, execute and monitor a new plant construction work. Commissioning, technical manpower support, and training. Assessment, planning, design and supervision for project proposal (including additional improvement projects). Control and inspect the quality, cost and progress of the engineering improvement projects. Improve efficiency on process technology and energy utilization. Integrate, improve, enhance and share engineering or process technologies. |
| Main Deartment | Principal business operation |
|---|---|
| While applying a new technology, make sure it works in production with steps from analysis, introduction, application, improvement to innovation. Monitor and coordinate manufacturing operations across different plants. Supervise and implement functions of cost accounting, information technology, quality assurance, public relations, general administration, procurement, and outsourcing in the plant. |
|
| Execute new product pilot production. Plan and implement mass production schedule and customer service. |
|
| Coordinate and control the balance of inventory level of raw matrials among production, sales and storage. |
|
| Support plant construction and commissioning, and train technical people. Assist in trial production and mass production of new products. |
|
| Group Raw Material |
Formulate annual raw materials procurement strategy The sourcing, negotiation, price comparison, and procurement of bulk raw material |
| Procurement | Coordinate manufacturing, sales and procurement and supply and allocation of raw |
| Function | materials Maintain relationships and negotiate annual contracts with bulk raw materials suppliers. |
| Handling transportation, inventory management, payment and disputes of bulk raw materials. |
|
| Collection, statistics, analysis and forecast of manufacture, sales and inventory and raw materials price and market information. |
|
| Group Material and | Export of products and import of bulk raw materials. Deveop the group's procurement policies of the engineering, materials and assiets. |
| Asset Procurement | Implement procurement SOPs, control purchase procedures and flows, and conduct due |
| Function | diligence on supplier's site. |
| Provide professional training to the Group's buyers, and integrate each BU MAP's resources. |
|
| Negotiate and sign the Group's procurement framework agreement. | |
| Request for quotation (RFQ), price negotiation, and onsolidate price comparison for new plant construction or engineering projects. |
|
| Collect, survey, summarize and analyze the market current price and information for | |
| engineering and materials and assets. | |
| Group Research & Development |
Integrate all of research resources and activities in each BU and set strategic directions for overseas subsidiaries. |
| Center | Build up R&D talent development platform laying the foundation for sustainable business development. |
| Enhance core products value, develop high-value-added products and high performance materials and special chemicals for the downstream and associated industries of petrochemicals. |
|
| Develop high-value, technology autonomy products by means of collaboration between industry and school or strategic alliance with international technology companies. Establish and protect the company's intellectual property. Furthermore, seek |
|
| cooperation opportunities with the third parties. Research and develop associcated products applied in special chemicals and fine |
|
| chemicals. Plan and develop strategies for new business development, marketing, and technology |
|
| support. Integrate and support new product research and development and marketing in each BU. |
|
| Assist in developing manufacturing process and applied technology for core products. | |
| Group EHS | Plan and develop short, middle, and long term EHS strategies. Set goals for EHS |
| (Environment、 Health、Safety) |
management plan, and conduct safety audit on each department. Establish monitor mechanism for occupational disaster and environmental protection. |
| Function | Guide and monitor the group's environmental safety policies and practices which are |
| carried out effectively in BU's operations and compliance with the applied regulations. Perform Hazop assessment and draw up emergency response plan and crisis |
| Main Deartment | Principal business operation |
|---|---|
| management mechanism. Evaluate accidental events, propose corrective actions, and follow up the execution plan to prevent from recurring. Plan and coach the group's EHS activities such as 6S, RSQAS and OHSAS18000. |
|
| Group Marketing & Sales Function |
Establishment and enforcement of group sales policy and system. Target planning and sales locations planning for domestic and overseas sales of products, review of sales progress, and education and training of sales personnel. Development, market survey and marketing of the new products Collection, statistics and analysis of market information, and produce reports on market trend analysis. Contract signing, communication, and quotation for multinational corporate customers. Understand status of production, sales and inventory, and formulate sales strategies of various products to maximize the Group's profits from sales. Plan for product allocation between affiliated companies to optimize the Group's capacity utilization. |
| Group Logistics Function |
Establish and implement the group logistics policy and management system. Control logistics cost, quality and efficiency. Reinforce the sales ability of the core business through logistics. Improve logistics service provision for external customers. Promote logistics ESG |
| (I) | Directors | March 31, 2022 |
Unit: Share, % | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Tit le |
Na tio Re na gis lity tra / P tio lac n |
Name | Ge nd er/ Ag e |
Dates Elected |
Te rm |
Date First Elected |
Shareholding when Elected |
Current Shareholding Spouse & Minor | Shareholding | Shareholding by Nominee Arrangement |
Education and Experience | Concurrent duties in the Company and in other companies |
Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship |
Re ma rk (N ote |
||||||
| e o f |
share % share |
% | share | % | share | % | Na me |
Re lat ion |
2) | |||||||||||
| Republic of China |
Lien Hwa Industrial Holdings Corp. |
- | July 21, 2021 |
3 y ea rs |
April 25, 1976 |
424,880,973 31.89 | 424,880,973 31.46 | - | - | - | - | - | - | - | - | - | ||||
| Ch air ma n |
US | Rep. : Miau, Matthew Feng Chiang |
Ma le / 7 1~ 80 |
July 21, 2021 |
- | April 25, 1976 |
- | - | 4,419,004 0.33 | - | - | - | - | Honorary Ph.D., National Chiao Tung University MBA, Santa Clara University BSEE, University of California, Berkeley Laureate of Industrial Technology Research Institute (ITRI) President, UPC Technology Corp. President, Linde Lienhwa Industrial Gases Co., Ltd. Chairman, SYNNEX Corporation Independent Director, Galileo International, Inc. Independent Director, The BOC Group Plc. Independent Director, Linde AG Delegate, APEC Business Advisory Council (ABAC) Convener, Civil Advisory Committee of National Information & Communications Initiatives (NICI) |
Chairman, UPC Technology Corp. Chairman, Lien Hwa Industrial Holdings Corp. Chairma, Synnex Technology International Corp. Chairman, MiTAC Holdings Corp. Chairman, MiTAC Incorporated Director, Getac Technology Corp. Independent Director, Cathay Financial Holding Co. Ltd. Director, TD SYNNEX Corporation Director, CTCI Foundation |
Di rec tor |
Mi ao , F en g-S he ng |
Br oth ers |
||
| Republic of China |
Lien Hwa Industrial Holdings Corp. |
- | July 21, 2021 |
3 y ea rs |
April 25, 1976 |
424,880,973 31.89 | 424,880,973 31.46 | - | - | - | - | - | - | - | - | - | ||||
| Di rec tor |
Republic | of China Rep. : Chen, Chun | Ma le / 7 1~ 80 |
July 21, 2021 |
- | October 25, 2013 |
- | - | - | - | - | - | - | - | Master of Law, National Taiwan University Visiting Scholar, Goethe University Frankfurt, Germany Vice President and President of the Executive Yuan, Taiwan, R.O.C. Chairman, Taiwan Stock Exchange; Deputy Minister of Finance, Taiwan, R.O.C. Chairman, Taiwan Cooperative Bank |
Chair Professor at School of Law and School of Business, Soochow University. Director, Lien Hwa Industrial Holdings Corp. Independent Director, TransGlobe Life Insurance Inc. Independent Director USI Corp. Chairman, The Appacus Fundation. Chairman, The Vision Project Fundation. |
- | - | - | |
| Di rec tor |
Republic of China |
Lien Hwa Industrial Holdings Corp. |
- | July 21, 2021 |
3 y ea rs |
April 25, 1976 |
424,880,973 31.89 | 424,880,973 31.46 | - | - | - | - | - | - | - | - | - |
Ⅱ. Information of Directors, President, Vice Presidents, Assistant Presidents, and Managers of Each Department and Branch
| Tit le |
Na tio Re na gis lity tra / P tio lac |
Name | Ge nd er/ Ag |
Dates Elected |
Te rm |
Date First Elected |
Shareholding when Elected |
Current Shareholding Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Education and Experience | Concurrent duties in the Company and in other companies |
Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship |
Re ma rk (N ote |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| n e o f |
e | share | % | share | % | share | % | share | % | Tit le |
Na me |
Re lat ion |
2) | |||||||
| Republic of China |
Rep. : Jiang, Hui Jong |
Ma le / 6 1~ 70 |
July 21, 2021 |
- | June 14, 2019 |
- | - | 25,358 0.00 | - | - | - | - | Master degree and P.h.D, Northwestern University Chemical Engineering, National Tsing Hua University General Manager, Thintec Materials Corp. Independent Director, Hannstar Display Corp. Supervisor, Epistar Corp. Supervisor, Asia Polymer Corp. Supervisor, Synnex Technology International Corp. |
Special Assistance of Chairman, Mitac-SYNNEX Group. Independent Director, ProLight Opto Technology Corp. Independent Director, Tyntek Corp. |
- | - | - | |||
| Republic of China |
Lien Hwa Industrial Holdings Corp. |
- | July 21, 2021 |
3 y ea rs |
April 25, 1976 |
424,880,973 31.89 | 424,880,973 31.46 | - | - | - | - | - | - | - | - | - | ||||
| Di rec tor |
Republic of China |
Rep. : Lin, Hsin Hung |
Ma le / 6 1~ 70 |
July 21, 2021 |
- | June 14, 2019 |
- | - | - | - | - | - | - | - | Business Administration, National Taiwan University Manager of Finance Department, UPC Technology Corporation. Special Assistant to Chairman of MiTAC-SYNNEX Group Assistant VP of HR & Administration Department, Oriental Union Chemical Corporation |
President, Lien Hwa Industrial Holdings Corp. Director, UPC Technology Corporation Director, BOC Lienhwa Industrial Gases Co., Ltd. |
- | - | - |
| Tit le |
Na tio Re na gis lity tra / P tio lac n |
Name | Ge nd er/ Ag e |
Dates Elected |
Te rm |
Date First Elected |
Shareholding when Elected |
Current Shareholding Spouse & Minor | Shareholding | Shareholding by Nominee Arrangement |
Education and Experience | Concurrent duties in the Company and in other companies |
Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship |
Re ma rk (N ote |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| e o f |
share | % | share | % | share | % | share | % | Tit le |
Na me |
Re lat ion |
2) | ||||||||
| Di rec tor |
Republic of China |
Ko, Yi-Shaw | Ma le / 7 1~ 80 |
July 21, 2021 |
3 y ea rs |
June 9, 2000 |
2,478,728 | 0.19 | 2,708,728 | 0.20 | - | - | - | - | Bachelor of Chemical Engineering, Chung Yuan Christian University Union Nylon Corp. China Phosphate Co., Ltd. Taiwan Synthetic Rubber Corp. |
President: UPC Technology Corp. Chairman: Wei Chen Investment Co., Taiwan Union Int'l Investment Corp. Zhenjiang Union Chemical Industry Co., Ltd. Zhongshan Unicizers Industrial Co., Ltd. Zhuhai Unicizers Industrial Co., Ltd. Taizhou Union Chemical Industry Co., Ltd. Taizhou Union Logistics Co., Ltd. Taizhou Union Plastics Industry Co., Ltd. Jiangsu Union Logistics Co. Ltd. Guangdong Union Logistics Co., Ltd. Panjin Union Chemical Industrial Co., Ltd. Panjin Union Logistics Co., Ltd. Panjin Union Materials Industry Co., Ltd. Panjin Union Plastics Industry Co., Ltd. Nanchong Unicizers Industrial Co., Ltd. Sichung Union Logistics Co., Ltd. Executive Director: Zhenjiang Union Torch Estate Co., Ltd. Director: Union Venture Capital Corp. Harbinger VII Venture Capital Corp. LienHwa United LPG Co., Ltd. Taita Chemical Company, Ltd Asia Polymer Corp. China General Terminal & Distribution Corp. UPC Chemicals (Malaysia) SDN. BHD. UPCM Trading (Thailand) Co., Ltd. UPCM Trading (Vietnam) Co., Ltd. |
- | - | - | |
| Di rec tor |
Republic | of China Hsueh, Chang-Wei | Ma le /5 1~ 60 |
July 21, 2021 |
3 y ea rs |
June 9, 2006 |
4,853,520 | 0.36 | 4,853,520 | 0.36 | - | - | - | - | MBA, Cornell University Master of Engineering, University of California, Irvine |
Chairman, Huanwarp Enterprise Co., Ltd. Vice Chairman, China Real Estate Management Co. Director, Dah Chung Bills Finance Corp. |
- | - | - |
| Tit le |
Na tio Re na gis lity tra / P tio lac n |
Name | Ge nd er/ Ag e |
Dates Elected |
Te rm |
Date First Elected |
Shareholding when Elected |
Current Shareholding Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Concurrent duties in the Company Education and Experience and in other companies |
Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship |
Re ma rk (N ote |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| e o f |
share | % | share | % | share | % | share | % | Tit le |
Na me |
Re lat ion |
2) | ||||||||
| Di rec tor |
Republic | of China Miao, Feng-Sheng | Ma le / 7 1~ 80 |
July 21, 2021 |
3 y ea rs |
May 17, 1991 |
991,241 | 0.07 | 991,241 | 0.07 | - | - | - | - | Master of Science Electrical Engineering, Santa Clara University. General Manager, MiTAC (USA) Inc. Chairman, BOC Lien Hwa Industrial Gases Co., Ltd. HanTech Venture Capital Corporatioin |
Vice Chairman, Lien Hwa Industrial Holdings Corp. Director, MiTAC Inc. Director, MiMAC InformationTechnology Corp. Director, Great Wall Enterprise Co., Ltd. Honorary Chairman, Linde Lienhwa Industrial Gases Co., Ltd. Director, Lienhwa Lox Cryogenic Equipment Corp. Director, Confederate Technology Co., Ltd. Director, Far Eastern Industrial Gases Co., Ltd. Director, Hua Cheng Investment Co., Ltd. Supervisor, Harbinger VII Venture Capital Corp. |
Ch air ma n |
Mi au , M att he w Fe ng Ch ian g |
Br oth ers |
|
| Ind Di ep rec en tor de nt |
Republic of China |
Wang, Paul P. | Ma le / 7 1~ 80 |
July 21, 2021 |
3 y ea rs |
June 5, 2012 |
- | - | - | - | - | - | - | - | PhD in Physics, Carnegie Melon University. Senior Manager and consultant, IBM USA Consultant, MIC Chairman, Sercomm Corp. Chairman, Pacific Venture Partners Co. Ltd. |
Chairman, Sercomm Corp. Director, Taiwan Cement Corp. Director, Prosperity Dielectrics Co., Ltd. Chairman, K.T. Lai Foundation for Development of Science and Technology. |
- | - | - | |
| Ind ep en de nt Di rec tor |
Republic of China |
Pan, Wenent P. | Ma le / 7 1~ 80 |
July 21, 2021 |
3 y ea rs |
June 5, 2012 |
- | - | - | - | - | - | - | - | Master degree and P.h.D in Department of Chemical Engineering, University of Wyoming Chairman, CPC Chairman, Kuo Kuang Power Co. Ltd. Chairman, Gintech Corp. |
Chairman, CTCI Foundation Independent director, China Petrochemical Development Corp. Director, CTCI Corp. Independent director, U-Ming Marine Transporhairmant Corp. Chairman, Taiwan Institute of Chemical Engineers(TwIChE) |
- | - | - | |
| Ind ep en de nt Di rec tor |
Republic of China |
Hwang, Jung-Chiou |
Ma le /6 1~ 70 |
July 21, 2021 |
3 y ea rs |
June 8, 2018 |
- | - | - | - | - | - | - | - | Ph. D., Computer Science of National Chiao Tung University Chairman, Taiwan Power Company Administrative Deputy Minister, Ministry of Economic Affair, R.O.C (MOEA) Executive Director and Vice-Chairman of the State-run Association of the Ministry of Economic Affairs (MOEA) Director General, Department of Industrial Technology , MOEA |
Independent director, Century Wind Power Co., Ltd. Independent director, Waffer Technology Corp. Independent director, Acbel Polytech Inc. Chairman, Taiwan Electric Power Association. Director, SunYunSuan Culture and Education Fundation Director, Sanlian Science and Technology Education Foundation Supervisor, Chinese Association for Energy Economics |
- | - | - |
Note 1: Please refer to Table 1 below for information on the main shareholders of institutional shareholders.
Note 2: Where the chairman and general manger or equivalent position (highest level executive manager) is the same person, the spouse or a first-degree relative, the reason, reasonable, necessity and response measures (such as increasing the number of independent director seats and more than half of all directors not concurrently serving as employees or executive managers) must be disclosed: Not applicable.
Table 1:Major shareholders of the Institutional Shareholders
| March 31, 2022 | ||
|---|---|---|
| Name of Institutional Shareholders | Main Shareholders | Shareholding Percentage (%) |
| Lien Hwa Industrial Holdings Corp. | UPC Technology Corp. | 9.68 |
| Yi Yuan Investment Co., Ltd. | 9.14 | |
| Yi Feng Investment Co., Ltd. | 4.86 | |
| Jason Chow | 3.32 | |
| Miau, Matthew Feng Chiang | 3.19 | |
| Miao, Feng-Chuan | 3.02 | |
| Miao, Feng-Sheng | 3.01 | |
| Yu Shiu Educational Foundation | 3.00 | |
| Lien Hwa Industrial Holdings Corp. Employee Welfare Committee |
2.82 | |
| MiTAC International Corp. | 2.79 |
Note1: If the major shareholders is an institutional entity, its major shareholders please refer to Table 2.
Note2: As of the published date of this annual report, the major shareholders has not stopped transfer share. The disclosure information is refer to closing date from stock transfer of 2021 Annual General Meeting.
| March 31, 2022 | ||
|---|---|---|
| Name of Institutional Shareholders | Main Shareholders | Shareholding Percentage (%) |
| UPC Technology Corp. | Lien Hwa Industrial Holdings Corp. | 31.46 |
| Synnex Technology International Corp. | 5.11 | |
| Yi Yuan Investment Co., Ltd. | 1.59 | |
| Liberty Stationery Corp. | 1.53 | |
| Mei An Investment Co., Ltd. | 1.35 | |
| Tsu Fung Investment Corp. | 1.29 | |
| MiTAC International Corp. | 1.20 | |
| Pornchai Engineering and Trading Corp. | 1.11 | |
| Tong Da Investment Corp. | 1.07 | |
| Yi Feng Investment Co., Ltd | 0.97 | |
| Yih Yuan Investment Corp. | Overcome Holdings Limited (British Virgin Islands) | 100.00 |
| Yi Feng Investment Corp. | Rich Cycle Limited (British Virgin Islands) | 100.00 |
| Yu Shiu Educational Foundation (Note) | MiTAC International Corp. | 10.00 |
| Getac Technology Corp. | 6.00 | |
| MiTAC Precision Technology Corp. | 4.00 | |
| Synnex Technology International Corp. | 20.00 | |
| Lien Hwa Industrial Holdings Corp. | 20.00 | |
| UPC Technology Corp. | 20.00 | |
| Mix System Holdings Ltd. | 20.00 | |
| Lien Hwa Industrial Holdings Corp. Employee Welfare Committee |
Not applicable | - |
| MiTAC International Corp. | MiTAC Holdings Corp. | 100.00 |
Table2: Major Shareholders of the Company's Major Institutional Shareholders
Note: The shareholding ratio is the donation ratio.
Director Information
| I. Disclosure of professional qualifications of directors and independence of independent directors: | ||
|---|---|---|
| -- | -- | ------------------------------------------------------------------------------------------------------ |
| Concurrently serving as an independent |
|||
|---|---|---|---|
| Criteria | Professional qualifications | Independence | director in other |
| and experience | (Note 1) | publicly listed | |
| Name | companies (Note 2) | ||
| Lien Hwa Industrial | Has more than 5 years of | Status of independence: (6), (8), (9), | |
| Holdings Corporation | work experience in the area | (11) | |
| Representative: Miau, | of commerce, law, finance | Status of non-independence: | |
| Matthew Feng Chiang | or accounting or otherwise | (1) Managers of the Company and | |
| necessary for the business | affiliates. | ||
| of the Company. | (2) Chairman and directors of the | ||
| Specialized in IT channel | Company and affiliates. | ||
| strategic planning, global | (3) Top ten natural person | ||
| production, enterprise | shareholders. | ||
| operations, joint ventures | (4) The abovementioned managers: a | ||
| and strategic alliance, | spouse, relative within the second | ||
| venture capital and other | degree of kinship or lineal relative | ||
| fields of management | within the third degree of kinship, | ||
| capabilities. | of any of the above persons listed in | ||
| Sub-paragraph (2) and (3) or of the | |||
| managers listed in (1). | |||
| (5) Chairman of the corporate | |||
| shareholder (Lien Hwa Industrial | |||
| Holdings Corporation and Synnex | |||
| Technology International) which | |||
| directly holds 5% or more of the | |||
| total number of issued shares or | |||
| ranked among the top five | 2 | ||
| shareholders of the Company or as | |||
| a representative and employee of | |||
| the corporate shareholder (Lien | |||
| Hwa Industrial Holdings | |||
| Corporation) appointed in | |||
| accordance with Paragraph 2, | |||
| Article 27 of the Company Act. | |||
| (7) A director or employee of another | |||
| company (Lien Hwa Industrial | |||
| Holdings Corporation, Synnex | |||
| Technology International and | |||
| MiTAC), who is also the chairman, | |||
| president or an equivalent position | |||
| or a spouse of these personnel of | |||
| the Company. | |||
| (10)A relative within the second degree | |||
| of kinship of Director Miao, | |||
| Feng-Sheng | |||
| (12)Elected as a legal person | |||
| representative in accordance with | |||
| Article 27 of the Company Act. |
| Concurrently serving | |||
|---|---|---|---|
| Criteria | Professional qualifications | Independence | as an independent |
| and experience | (Note 1) | director in other | |
| Name | publicly listed | ||
| companies (Note 2) | |||
| Lien Hwa Industrial Holdings Corporation Representative: Chen, Chun |
Has more than 5 years of work experience in the area of law, commerce, finance or banking or knowledge and skills in the area of risk management. Specializes in financial supervision and management, financial laws and regulations, venture capital and management of the industry, government and academe collaboration. |
Status of independence: (1), (3), (4), (6) and (11) Status of non-independence: (2) Directors of the Company. (5) Director of the corporate shareholder (Lien Hwa Industrial Holdings Corporation) which directly holds 5% or more of the total number of issued shares or ranked among the top five shareholders of the Company and as a director of the corporate shareholder (Lien Hwa Industrial Holdings Corporation) appointed in accordance with Paragraph 2, Article 27 of the Company Act. (12) Elected as a legal person representative in accordance with Article 27 of the Company Act. |
2 |
| Lien Hwa Industrial Holdings Corporation Representative: Jiang, Hui Jong |
More than 5 years of work experience and knowledge in the area of petrochemical and information technology industries. Specializes in chemical engineering and business management skills. |
Status of independence: (3) to (11) Status of non-independence: (1) Employee of the company. (2) Director of the company. (12)Elected as a legal person representative in accordance with Article 27 of the Company Act. |
2 |
| Lien Hwa Industrial Holdings Corporation Representative: Lin, Hsin Hung |
Has more than 5 years of work experience in the area of commerce, finance or accounting or otherwise necessary for the business of the Company. Specialize in enterprise operation, venture capital, financial accounting and other fields of management capabilities. |
Status of independence: (1), (3), (4), (6) and (11) Status of non-independence: (2) Director of the company. (5) Director of the corporate shareholder (Lien Hwa Industrial Holdings Corporation) which directly holds 5% or more of the total number of issued shares or ranked among the top five shareholders of the Company and as a director of the corporate shareholder (Lien Hwa Industrial Holdings Corporation) appointed in accordance with Paragraph 2, Article 27 of the Company Act. (12)Elected as a legal person representative in accordance with Article 27 of the Company Act. |
0 |
| Criteria | Professional qualifications | Independence | Concurrently serving as an independent |
|---|---|---|---|
| Name | and experience | (Note 1) | director in other publicly listed companies (Note 2) |
| Ko, Yi-Shaw | Work experience in petrochemical and commercial businesses, decision-making capabilities in operations and rich industry knowledge. Has more than 5 years of work experience in the area of petrochemical industry, commerce, finance or accounting, or otherwise necessary for the business of the Company. Specializes in global production, enterprise operation, strategic alliance and other fields of |
Status of independence: (4) to (12) Status of non-independence: (1) Managers of the Company and affiliates. (2) Chairman and directors of the Company's affiliates. (3) Top ten natural person shareholders. |
0 |
| Miao, Feng-Sheng | management capabilities. Has more than 5 years of work experience in the area of commerce, finance or accounting or otherwise necessary for the business of the Company. Specializes in the channel strategic planning, joint venture, strategic alliance, venture capital and other management capabilities in the electronic industry. |
Status of independence: (1), (3), (6), (7), (8), (9), (11), (12) Status of non-independence: (2) Directors of the Company. (4) A spouse, relative within the second degree of kinship or lineal relative within the third degree of kinship of any of the above persons listed in Sub-paragraph (2). (5) Director of the corporate shareholder (Lien Hwa Industrial Holdings Corporation) which directly holds 5% or more of the total number of issued shares or ranked among the top five shareholders of the Company and as a director of the corporate shareholder (Lien Hwa Industrial Holdings Corporation) appointed in accordance with Paragraph 2, Article 27 of the Company Act. (10)A relative within the second degree of kinship of Director Miau, Matthew Feng Chiang. |
0 |
| Hsueh, Chang-Wei | Has more than 5 years of work experience in the area of commerce, finance or accounting or otherwise necessary for the business of the Company. Specialize in enterprise operation, venture capital and other fields of management capabilities. |
Status of independence: (1), (4) to (12) Status of non-independence: (2)Directors of the Company. (3)Top ten natural person shareholders. |
0 |
| Criteria Name |
Professional qualifications and experience |
Independence (Note 1) |
Concurrently serving as an independent director in other publicly listed companies (Note 2) |
|---|---|---|---|
| Wang, Paul P. | Has more than 5 years of work experience in the area of information, commerce, finance or accounting or otherwise necessary for the business of the Company. Specializes in venture capital strategic planning, enterprise operation, joint venture, strategic alliance and other fields of management capabilities. |
Status of independence: (1) to (12) Status of non-independence: None. |
0 |
| Pan, Wenent P. | Has more than 5 years of work experience in the area of petrochemical industry, power or engineering or otherwise necessary for the business of the Company. Specializes in energy enterprise operation, joint venture, strategic alliance and other fields of management capabilities. |
Status of independence: (1) to (12) Status of non-independence: None. |
2 |
| Hwang, Jung-Chiou | Have more than 5 years of work experience in the area of information, power and finance or otherwise necessary for the business of the Company. Leadership in industry, government and academic collaboration, and enterprise operation, venture capital and other fields of management capabilities. |
Status of independence: (1) to (12) Status of non-independence: None. |
3 |
Note1: Please tick the corresponding boxes that apply to the directors during the two years prior to being elected or during the term of office.
(1) Not an employee of the company or any of its affiliates.
(2) Not a director or supervisor of the company or any of its affiliates. (This restriction does not apply to independent directors appointed in accordance with this Act or the laws and regulations of the local country by, and concurrently serving as such at, the company and its parent or subsidiary or a subsidiary of the same parent.)
(3) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children or held by the person under others' names, in an aggregate of one percent or more of the total number of issued shares of the company or ranking in the top 10 in holdings.
(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a manger under (1) or any of the persons in (2) or (3).
(5) Not a director, supervisor or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act.(this restriction does not apply to independent directors appointed in accordance with this Act or the laws and regulations of the local country by and con-currently serving as such at, the company and its parent or subsidiary or a subsidiary of the same parent.)
(6) Not a director or supervisor of the company or any of its affiliates. (This restriction does not apply to independent directors appointed in accordance with this Act or the laws and regulations of the local country by and concurrently serving as such at, the company and its parent or subsidiary or a subsidiary of the same parent.)
- (7) Not a chairman, general manager or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: a director (or governor), supervisor, or employee of that other company or institution. (This restriction does not apply to independent directors appointed in accordance with this Act or the laws and regulations of the local country by, and concurrently serving as such at, the company and its parent or subsidiary or a subsidiary of the same parent.)
- (8) Not a director, supervisor, manager or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company. (this restriction does not apply if specified company or institution holds 20 percent or more and no more than 50 percent of the total number of issued shares of the Company and independent directors appointed in accordance with this Act or the laws and regulations of the local country by, and concurrently serving as such at, the company and its parent or subsidiary or a subsidiary of the same parent.)
- (9) Not a professional individual who, or an owner, partner, director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT\$500,000, or a spouse thereof; this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Security and Exchange Act or to the Business Mergers and Acquisitions Act or related laws or regulations.
- (10)Not a spouse or relative within the second degree of kinship of other directors.
- (11)Not have any of the circumstances in the subparagraphs of Article 30 of the Company Act.
- (12)Not elected in the capacity of the government, a juristic person, or a representative thereof, as provided in Article 27 of the Company Act.
- Note 2. Calculation in accordance with Article 4 of Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
II. Board Diversity and Independence:
(I) Diversity of the Board:
On March 28, 2016, the Company's board approved the "Corporate Governance Best Practice Principles" and established policies on diversity in Chapter 3 "Strengthen the Functioning of the Board of Directors." The nomination and selection of the Company's board members abide by the provisions of the Company's Articles of Incorporation and adopt a candidate nomination method. In addition to evaluating the education and work experience qualifications of candidates, opinions from various stakeholders are taken into consideration and the nomination and selection abide by the "Measures for Election of Directors and Supervisors" and the "Corporate Governance Best Practice Principles" to ensure the diversity and independence of directors. According to the Company's "Corporate Governance Best Practice Principles", board members should be diversified in a manner that supports the Company's operations, business activities and growth. The diversification should be based on, but is not limited to, the following two principles:
-
- Background and value: gender, age, nationality, culture etc.
-
- Knowledge and skills: Career background (e.g., law, accounting, industry, finance, marketing or technology), professional skill and industry experience.
Directors such as Miau, Matthew Feng Chiang, Miao, Feng-Sheng, Hsueh, Chang-Wei specialize in leadership, decision-making in operation, business management and risk management; independent director Pan, Wenent P. and directors Ko, Yi-Shaw and Jiang, Hui Jong have professional background in chemical engineering and provide strategic recommendations for the Company's business and factory construction; director Lin, Hsin Hung has professional experience in accounting and financial analysis; and independent director Wang, Paul P. has rich experience in venture capital and international market development. Director Chen, Chun and independent director Hwang, Jung-Chiou have years of experience in the industry, government and academic collaboration and offer great assistance to the Company's business operations.
(II) Independence of the Board:
The Company's board guides the Company's strategy and supervises the management, and is responsible to the Company and shareholders. In terms of the operations and arrangements of the corporate governance system, the board exercises its powers in accordance with the laws and regulations, the Articles of Incorporation or the resolutions of the shareholders' meetings. The board of the Company emphasizes the functioning of independent operations and transparency. Directors and independent directors are independent individuals and exercise their powers independently. The 3 independent directors also abide by the relevant laws and regulations and combined with the functions and powers of the audit committee review the control of the Company's existing or potential risks to supervise the effective implementation of the Company's internal control, the selection (dismissal) of independence of certified accountants and the adequate preparation of financial statements.
In addition, the selection and appointment of directors and independent director adopt the cumulative voting method and the candidate nomination approach according to the "Procedures for Election of Directors", and shareholders are encouraged to participate in the voting. Shareholders who have a certain number of shares may propose their list of candidates. The review of candidates' qualifications and whether or not they have violated the clauses listed in Article 30 of the Company Act are subject to the laws and regulations in order to protect the rights and interests of shareholders and maintain their independence.
The Company has a total of 10 directors and among them, 3 are independent directors, accounting for 30% of the board seats. Except for 2 of the directors (Chairman Miau, Matthew Feng Chiang and Director Miao, Feng-Sheng), who are relatives within the second degree of kinship to each other, there is no marital relationship nor a relative within the second degree of kinship to any other directors of the Company. Therefore, there is no violation of the provisions of Paragraph 3 and 4 of Article 26-3 of the Securities and Exchange Act.
| (Ⅱ) Information of Presidents, Vice Presidents, Assistant Vice Presidents, and Managers of Each Department and Division |
|
|---|---|
| March 31, 2022 | Unit: share, % | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Nationality | Name | Gender | Effective Date |
Shareholding | Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Experience(Education) | Other Position | Managers who are Spouses or Within Two Degrees of Kinship |
Re m ar k (N ot |
|||||
| Shares | % | Shares | % | Shares | % | Ti tle |
Na m e |
Re lat io n |
e 1 ) |
|||||||
| President | Republic of China |
Ko, Yi-Shaw | Male | July 1, 2003 | 2,708,728 | 0.20 | - | - | - | - | Bachelor of Chemical Engineering, Chung Yuan Christian University Union Nylon Corp. China Phosphate Co., Ltd. Taiwan Synthetic Rubber Corp. |
President: UPC Technology Corp. Chairman: Wei Chen Investment Co., Taiwan Union Int'l Investment Corp. Zhenjiang Union Chemical Industry Co., Ltd. Zhongshan Unicizers Industrial Co., Ltd. Zhuhai Unicizers Industrial Co., Ltd. Taizhou Union Chemical Industry Co., Ltd. Taizhou Union Logistics Co., Ltd. Taizhou Union Plastics Industry Co., Ltd. Jiangsu Union Logistics Co. Ltd. Guangdong Union Logistics Co., Ltd. Panjin Union Chemical Industrial Co., Ltd. Panjin Union Logistics Co., Ltd. Panjin Union Materials Industry Co., Ltd. Panjin Union Plastics Industry Co., Ltd. Nanchong Unicizers Industrial Co., Ltd. Sichung Union Logistics Co., Ltd. Executive Director: Zhenjiang Union Torch Estate Co., Ltd. Director: Union Venture Capital Corp. Harbinger VII Venture Capital Corp. LienHwa United LPG Co., Ltd. Taita Chemical Company, Ltd Asia Polymer Corp. China General Terminal & Distribution Corp. UPC Chemicals (Malaysia) SDN. BHD. UPCM Trading (Thailand) Co., Ltd. UPCM Trading (Vietnam) Co., Ltd. |
- | - | - | |
| Senior Vice President |
Republic of China |
Bih, Ann | Female | May 1, 2019 | 322,000 | 0.02 | - | - | - | - | Master, Chemistry Department of National Tsing Hua University |
None | - | - | - |
| Title | Nationality | Name | Gender | Effective Date |
Shareholding | Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Experience(Education) | Other Position | Managers who are Spouses or Degrees of Kinship |
Within Two | Re m ar k (N ot |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Ti tle |
Na m e |
Re lat io n |
e 1 ) |
|||||||
| Vice President |
Republic of China |
Wu, Cheng-Chien Simon |
Male | Feb, 1, 2012 | 2,135,342 | 0.16 | - | - | - | - | The University of Dallas, MBA Controller, Acer affiliated Co. Executive Finance Vice President, Best Power Technology Co. Chairman, Wei Chen Investment Co. |
None | - | - | - | |
| Chief Strategy Officer |
US | Miau, Matthew Feng Chiang |
Male | May 7, 2020 | 4,419,004 | 0.33 | - | - | - | - | Honorary Ph.D., National Chiao Tung University MBA, Santa Clara University BSEE, University of California, Berkeley Laureate of Industrial Technology Research Institute (ITRI) President, UPC Technology Corp. President, Linde Lienhwa Industrial Gases Co., Ltd. Chairman, SYNNEX Corporation Independent Director, Galileo International, Inc. Independent Director, The BOC Group Plc. Independent Director, Linde AG Delegate, APEC Business Advisory Council (ABAC) Convener, Civil Advisory Committee of National Information & Communications Initiatives (NICI) |
Chairman, UPC Technology Corp. Chairman, Lien Hwa Industrial Holdings Corp. Chairma, Synnex Technology International Corp. Chairman, MiTAC Holdings Corp. Chairman, MiTAC Incorporated Director, Getac Technology Corp. Independent Director, Cathay Financial Holding Co. Ltd. Director, TD SYNNEX Corporation Director, CTCI Foundation |
- | - | - | |
| Factory Chief |
Republic of China |
Fang, Hung-Ching |
Male | July 1, 2021 | 70,337 | 0.01 | 238 | 0.00 | - | - | National Cheng Kung University | None | - | - | - |
Note 1︰Where the general manager or equivalent position (highest level managerial) and chairman is the same person, or the spouse or a first-degree relative, the reason, rationale, necessity, and response measures (such as increasing the number of independent director seats and there should be more than half of the directors who are not concurrently employees or managers) : Not applicable.
Ⅲ. Remuneration of Directors, President, and Vice Presidents
(Ⅰ) Remuneration of Directors and Independent Directors Unit: NT\$ thousands, %
| Remuneration of Director | Total of A, B, C and D | Remuneration from holding employee positions | Total of A, B, C, D, E, F | oth Co |
||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compensation (A) | Retirement Pension (B) |
Directors Remuneration (C) (Note 2) |
Business expenses (D) |
in proportion to Earnings after taxation |
Salaries, bonus, and Allowances (E) |
Pension (F) (Note 1) |
Employee Compensation (G) | and G in proportion to earnings after taxation |
er mp tha en n s sat ub ion sid rec |
|||||||||||||
| Title | Name | Th e c om pa ny |
co Al ns l c oli om sta da tem pa te nie d f en s i ina ts n t nc he |
Th e c om pa ny |
co Al ns l c oli om sta da tem pa te nie d f en s i ina ts n t nc he |
Th e c om pa ny |
co Al ns l c oli om sta da tem pa te nie d f en s i ina ts n t nc he |
Th e c om pa ny |
co Al ns l c oli om sta da tem pa te nie d f en s i ina ts n t nc he |
Th e c om pa ny |
co Al ns l c oli om sta da tem pa te nie d f en s i ina ts n t nc he |
Th e c om pa ny |
co Al ns l c oli om sta da tem pa te nie d f en s i ina ts n t nc he |
Th e c om pa ny |
co Al ns l c oli om sta da tem pa te nie d f en s i ina ts n t nc he |
Th e c om pa ny |
co ns sta tem te en ts nc |
Al l c oli om da pa nie d f s i ina n t he ial |
Th e c om pa ny |
co Al ns l c oli om sta da tem pa te nie d f en s i ina ts n t nc he |
iar eiv ies ed or 2) fro th e p m inv are est nt ed com com pa ny pa |
|
| ial | ial | ial | ial | ial | ial | ial | Cash Stock Cash Stock | ial | nie (N ote s |
|||||||||||||
| Chairman Director Director Director Director Director Director |
Lien Hwa Industrial Holdings Corp. Rep.: Miau, Matthew Feng Chiang Lien Hwa Industrial Holdings Corp. Rep.: Chen, Chun Lien Hwa Industrial Holdings Corp. Rep.: Jiang, Hui Jong Lien Hwa Industrial Holdings Corp. Rep.: Lin, Hsin Hung Ko, Yi-Shaw Miao, Feng-Sheng Hsueh, Chang-Wei |
- | - | - | - | 7,000 | 7,000 | 740 | 740 | 7,740 0.36% |
7,740 0.36% |
21,937 | 22,875 | 290 | 290 | - | - | - | - | 29,967 1.40% |
30,905 1.44% |
- |
| Independent Director |
Pan, Wenent P. | |||||||||||||||||||||
| Independent Director |
Wang, Paul P. | 1,200 | 1,200 | - | - | 3,000 | 3,000 | 300 | 300 | 4,500 0.21% |
4,500 0.21% |
- | - | - | - | - | - | - | - | 4,500 0.21% |
4,500 0.21% |
- |
| Independent Director |
Hwang, Jung-Chiou |
1. Please explain the remuneration policy for independent directors and its criteria of payment in terms of responsibilities, risks taking and time involvement:
(1) Pursuant to Article 28 of the Company's article of incorporation, if the Company has earnings remaining after offset previous years' accumulated losses, the Company should allocate no more than 1% of the earnings as director's remuneration, which should be reviewed by the Compensation Committee according to the director's contribution against business results, and then resolved by the board of directors.
(2) In accordance with Article 18 of the Company's Articles of Incorporation, the Company shall pay directors' remuneration regardless of the Company's operating profit or loss while complying with laws and regulations and the scope set in the Articles of Incorporation. The amount and payment method are subject to the directors' participation in the operation and contribution to the Company, and are reported to the salary and remuneration committee for deliberation before payment.
(3) Directors' performance and the rationality of the overall rewards shall be assessed regularly based on the Company's current status and relevant laws and regulations. The remuneration system is reported to the salary and remuneration committee and the board for review.
- Except disclosure on the above, the remuneration received by the directors in the most recent fiscal year for providing services to all of the companies in the financial report (Such as parent company, All companies in the consolidated financial statements and invested companies, etc. serving as a Consultants who are not employees ): None.
Note 1: There is no retirement pension payment during the fiscal year, it is appropriated to the pension fund by monthly basis.
Note 2: The invested entity means the entity which the Company uses equity method to invest.
Remuneration Range
| Name of Director | ||||||
|---|---|---|---|---|---|---|
| Total of first 4 items (A+B+C+D) | Total of first 7 items (A+B+C+D+E+F+G) | |||||
| Remuneration Range for paid to each Director | The company | All companies in the consolidated financial statements |
The company | All companies in the consolidated financial statements |
||
| Under NT\$1,000,000 | Lien Hwa Industrial Holdings Corp. Rep.: Lin, Hsin Hung |
Lien Hwa Industrial Holdings Corp. Rep.: Lin, Hsin Hung |
Lien Hwa Industrial Holdings Corp. Rep.: Lin, Hsin Hung |
Lien Hwa Industrial Holdings Corp. Rep.: Lin, Hsin Hung |
||
| NT\$ 1,000,000 元(Inclusive)~ NT\$ 2,000,000(Exclusive) |
Lien Hwa Industrial Holdings Corp. Rep.: Miau, Matthew Feng Chiang/Chen, Chun/ Jiang, Hui Jong ; Ko, Yi-Shaw/Miao, Feng-Sheng/ Hsueh, Chang-Wei/ Hwang, Jung-Chiou/Pan, Wenent P./Wang, Paul P. |
Lien Hwa Industrial Holdings Corp. Rep.: Miau, Matthew Feng Chiang/Chen, Chun/ Jiang, Hui Jong ; Ko, Yi-Shaw/Miao, Feng-Sheng/ Hsueh, Chang-Wei/ Hwang, Jung-Chiou/Pan, Wenent P./Wang, Paul P. |
Lien Hwa Industrial Holdings Corp. Rep.: Chen, Chun ; Miao, Feng-Sheng/ Hsueh, Chang-Wei/Hwang, Jung-Chiou/ Pan, Wenent P./Wang, Paul P. |
Lien Hwa Industrial Holdings Corp. Rep.: Chen, Chun ; Miao, Feng-Sheng/ Hsueh, Chang-Wei/Hwang, Jung-Chiou/ Pan, Wenent P./Wang, Paul P. |
||
| NT\$ 2,000,000 元(Inclusive)~ NT\$ 3,500,000(Exclusive) |
||||||
| NT\$ 3,500,000 元(Inclusive)~ NT\$ 5,000,000(Exclusive) |
||||||
| NT\$ 5,000,000 元(Inclusive)~ NT\$ 10,000,000(Exclusive) |
Lien Hwa Industrial Holdings Corp. Rep.: Miau, Matthew Feng Chiang/Jiang, Hui Jong ; |
Lien Hwa Industrial Holdings Corp. Rep.: Miau, Matthew Feng Chiang/Jiang, Hui Jong ; |
||||
| NT\$ 10,000,000(Inclusive)~ NT\$ 15,000,000(Exclusive) |
Ko, Yi-Shaw | Ko, Yi-Shaw | ||||
| NT\$ 15,000,000(Inclusive)~ NT\$ 30,000,000(Exclusive) |
||||||
| NT\$ 30,000,000(Inclusive)~ NT\$ 50,000,000(Exclusive) |
||||||
| NT\$ 50,000,000(Inclusive)~ NT\$ 100,000,000(Exclusive) |
||||||
| Over NT\$ 100,000,000 | ||||||
| Total | 10 | 10 | 10 | 10 |
(II) Remuneration of Supervisors: Not applicable
(Ⅲ) Remuneration of the President and Vice Presidents Unit: NT\$ thousands
| Salary(A) | Retirement Pension | (B) (Note 1) |
(C) | Bonus and Allowances (Note 2) |
Employee Compensation | (D) | Total of A, B, C, and D in proportion to earnings after taxation (%) |
Compensation received from invested |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Th e c om |
Al co st l c fin ns at in om em ol an th |
Th e c om |
Al co st l c fin ns at in om em ol an th |
Th e c om |
Al co st l c fin ns at in om em ol an th |
The company | All companies in the consolidated financial statements |
Th e c om |
Al co st l c fin ns at in om em ol an th |
companies other than subsidiaries or |
||
| pa ny |
id pa cia en e at ni l ts ed es |
pa ny |
id pa cia en e at ni l ts ed es |
pa ny |
id pa cia en e at ni l ts ed es |
Cash | Stock | Cash | Stock | pa ny |
id pa cia en e at ni l ts ed es |
the parent company (Note 3) |
||
| President | Ko, Yi-Shaw | |||||||||||||
| Senior Vice President |
Bih, Ann | |||||||||||||
| Vice President | Wu, Cheng-Chien Simon |
16,269 | 16,894 | 355 | 355 | 12,429 | 12,742 | - | - | - | - | 29,053 1.35% |
29,991 1.40% |
- |
| Chief Strategy Officer |
Miau, Matthew Feng Chiang |
Note 1: There is no retirement pension payment during the fiscal year, it is appropriated to the pension fund by monthly basis.
Note 2: The relevant compensation to drivers is NT\$ 1,449,000.
Note 3: The invested entity means the entity which the Company uses equity method to invest.
Remuneration Range
| Remuneration Range for paid to the President and Vice Presidents of the | Name of President and Vice Presidents | |
|---|---|---|
| Company | The company | All companies in the consolidated financial statements |
| Under NT\$1,000,000 | ||
| NT\$ 1,000,000 元(Inclusive)~ NT\$ 2,000,000(Exclusive) |
||
| NT\$ 2,000,000 元(Inclusive)~ NT\$ 3,500,000(Exclusive) |
||
| NT\$ 3,500,000 元(Inclusive)~ NT\$ 5,000,000(Exclusive) |
||
| NT\$ 5,000,000 元(Inclusive)~ NT\$ 10,000,000(Exclusive) |
Ko, Yi-Shaw/ Bih, Ann / Wu, Cheng-Chien Simon/ Miau, Matthew Feng Chiang |
Ko, Yi-Shaw/ Bih, Ann / Wu, Cheng-Chien Simon / Miau, Matthew Feng Chiang |
| NT\$ 10,000,000(Inclusive)~ NT\$ 15,000,000(Exclusive) |
||
| NT\$ 15,000,000(Inclusive)~ NT\$ 30,000,000(Exclusive) |
||
| NT\$ 30,000,000(Inclusive)~ NT\$ 50,000,000(Exclusive) |
||
| NT\$ 50,000,000(Inclusive)~ NT\$ 100,000,000(Exclusive) |
||
| Over NT\$ 100,000,000 | ||
| Total | 4 | 4 |
26
(Ⅳ) Names of managers entitled to Employee Compensation and amount entitled December 31, 2021
| Title | Name | Employee Compensation - in Stock |
Employee Compensation - in Cash |
Total | Ratio of Total Amount to Net Income (%) |
|
|---|---|---|---|---|---|---|
| President | Ko, Yi-Shaw | |||||
| Senior Vice President | Bih, Ann | |||||
| Vice president | Wu, Cheng-Chien Simon | |||||
| Managers | Chief Strategy Officer | Miau, Matthew Feng Chiang | 0 | 0 | 0 | 0 |
| Assistance vice president | Lai, Kuo-Tung (Note) |
Factory Chief Fang,Hung-Ching (Note) Note: Lai, Kuo-Tong dismissed on July 1, 2021 and Fang, Hung-Ching take office on July 1, 2021.
(V) Compare and analyze the total compensation as a percentage of the net income stated in the parent company's financial reports or individual financial reports, paid by this company and by all consolidated entities (including this company) for the most recent 2 fiscal years to each of this company's directors, president and vice presidents, and describe the policies, standards and packages for payment of compensation, the procedures for determining compensation, and its linkage to business performance and future risk exposure.
| Year | Ratio of total remuneration to | the net income in 2020 (%) |
Ratio of total remuneration to the net income in 2021(%) |
||||
|---|---|---|---|---|---|---|---|
| Companies in the consolidated | Companies in the consolidated | ||||||
| Identity | The company | financial statements | The company | financial statements | |||
| Director | 1.37% | 1.40% | 1.61% | 1.65% | |||
| President and Vice President | 1.04% | 1.07% | 1.35% | 1.40% |
The remuneration policies, standards and packages, the procedures for determining remuneration and their relationship to the Company's operating performance
-
- Directors: (1) Pursuant to Article 28 of the Company's article of incorporation and the relevant laws and regulations, if the Company has earnings after offsetting the prior years' accumulated losses, if any, the Company should allocate no less than 1% of the earnings as employees' compensation and no more than 1% of the earnings as directors' compensation which should be reviewed by the Compensation Committee in consideration of the director's contribution against business results, and then resolved by the board of directors.
- (2) In accordance with Article 18 of the Company's Articles of Incorporation, the Company shall pay directors' remuneration based on their participation in the operations and contribution to the Company and the remuneration is reported to the salary and remuneration committee for deliberation before payment.
- (3) Directors' performance and the rationality of the overall rewards shall be reviewed regularly in connection with the Company's current status and the relevant laws and regulations. The remuneration scheme is reviewed by the compensation committee and resolved by Board of Directors.
-
- Managers: (1) The company abides by the "Compensation Policy for Directors and Managerial Officers," "Compensation Management Policy for Managerial Officers" to determine the manager's salary, bonuses and incentives.
- (2) The bonuses paid to the managers is based on their performance results in two major fields: (a) Financial goals: Revenue and margin rate; (b) Individual performance goals: Achievement of KPIs and management competenceies demonstrated on practicing the company's core values and sustainable development goals. The company adopts "Pay by performance policy " to link the manager's performance results to their compensation and rewards.
Ⅳ. Implementation of Corporate Governance
(Ⅰ) Board of Directors
The Board of Directors convened 7 (A) meetings in 2021 The attendance of director were as follows:
| Title | Name | Attendance in Person (B) |
By Proxy | Attendance Rate (%) 【B/A】 |
Remarks |
|---|---|---|---|---|---|
| Chairman | Lien Hwa Industrial Holdings Corp. Rep. : Miau, Matthew Feng Chiang |
7 | 0 | 100.0 | |
| Director | Lien Hwa Industrial Holdings Corp. Rep.: Chen, Chun |
7 | 0 | 100.0 | |
| Director | Lien Hwa Industrial Holdings Corp. Rep. : Jiang, Hui Jong |
7 | 0 | 100.0 | Re-elected on |
| Director | Lien Hwa Industrial Holdings Corp. Rep. : Lin, Hsin Hung |
7 | 0 | 100.0 | July 21, 2021 |
| Director | Ko, Yi-Shaw | 7 | 0 | 100.0 | |
| Director | Hsueh, Chang-Wei | 7 | 0 | 100.0 | |
| Director | Miao, Feng-Sheng | 7 | 0 | 100.0 | |
| Independent Director | Wang, Paul P. | 7 | 0 | 100.0 | |
| Independent Director | Pan, Wenent P | 7 | 0 | 100.0 | |
| Independent Director | Hwang, Jung-Chiou | 7 | 0 | 100.0 |
Any other matters that require reporting:
- I. In any one of following circumstances occurred in the meeting of board of directors, the date, term, content of the item, opinion of all independent directors and the Company's response to independent directors' opinion should be recorded.
- (I) The items listed in Article 14-3 of Securities and Exchange Law:
| Board of directors date |
Content of the Item | Opinions of all independent directors |
The Company's response to independent directors' opinion |
|---|---|---|---|
| The 19th meeting of 15th board of directors on January 15, 2021 |
1. It is resolved to invest in subsidiary. | No objection. | None. |
(II) Except above, others resolutions of board of directors with recordation or written attestation that independent director objected to or expressed reservations: None.
II. As for the implementation of the recusal of director due to conflict of interest, it should record the name of directors, the content of the item, the reason of recusal of director due to conflict of interest and the resolution result.
| The date of Board of directors |
Name of recusing director |
Content of the Item | The reason of recusal due to conflict of interest |
Resolution results |
|---|---|---|---|---|
| The 19th Meeting of 15th board of directors on January 15, 2021 |
Miau, Matthew Feng Chiang、Ko, Yi-Shaw |
Discussion the 2020 managerial officer's Year-end bonuses proposal. |
With managerial personnel status. |
Passed by the rest of the attendant directors |
| Evaluation cycles |
Evaluation periods |
Scope of evaluation | Method of evaluation |
Content of evaluation |
|---|---|---|---|---|
| Conduct once an year |
From January 1, 2020 to December 31, 2020 |
Board of directors | The Scope of Company's board self-evaluation |
1. Participation in the operation of the Company 2. Improvement of the quality of the board of directors' decision making 3. Composition and structure of the board of directors 4. Election and continuing education of the directors 5. Internal control |
| Each member in board of directors |
Self-evaluation of board members. |
1. Alignment of the goals and missions of the Company 2. Awareness of the duties of a director 3. Participation in the operation of the Company 4. Management of internal relationship and communication 5. The director's professionalism and continuing education 6. Internal control |
||
| Functional committee (Audit Committee & Compensation Committee) |
Peer Self-Assessmen t |
1. Participation in the operation of the Company 2. Awareness of the duties of the functional committee 3. Improvement of quality of decisions made by the functional committee 4. Makeup of the functional committee and election of its members 5. Internal control |
III. The state of implementation of the board of directors' evaluation
- IV. The goal of improving the performance of board of directors in this year and latest fiscal year (including the establishment of audit committee and improvement of the information transparency, etc.) and the analysis of implementation.
-
- The Company holds the board of directors' meeting in compliance with rules of procedure for meetings of its board of directors and purchased director's liability insurance for all directors and reported it in the meeting of board of directors dated November 2, 2021 disclosed in MOPS.
-
- The audit committee and compensation committee of the Company are composed of all independent directors and operate in accordance with the organizational rules of each committee. For the responsibilities and operation of each committee, please refer to page 29 and page 42 of this annual report.
-
- The Company has prescribed Evaluation of the Board of Directors and board of directors will conduct at least one performance evaluation to each member and functional committee. Relevant information please refer to Company's website.
-
- To achieve in-time disclosure and transparency, the Company regularly and occasionally make disclosure to the investment public in MOPS or Company's website.
(Ⅱ) Audit Committee
The Audit Committee convened 5 (A) meetings in 2021. The attendance of independent director were as follows:
| Title | Name | Attendance in Person (B) |
By Proxy | Attendance Rate (%)【B/A】 |
Remarks |
|---|---|---|---|---|---|
| Independent Director | Wang, Paul P. | 5 | 0 | 100 | |
| Independent Director | Pan, Wenent P | 5 | 0 | 100 | Re-elected on July 21 |
| Independent Director | Hwang, Jung-Chiou | 5 | 0 | 100 |
Any other matters that require reporting
I. In any one of following circumstances occurred in operation of audit committee, should be record the term, content, independent directors's objection, qualified opinions and significant recommendations, the Audit Committee's resolutions and the Company's handling of their comments , the resolution of audit committee and the Company's response to such resolution.
| The term and date of the audit committee meeting |
Content of the Item | Any objection, expression of reservations or significant recommendations by independent directors |
The resolution of audit committee |
The Company's response to resolution of audit committee |
|---|---|---|---|---|
| The 11th meeting of the second term on Januaru 15, 2021 |
1. It is resolved to indirectly invest in subsidiary. |
None | The resolution is passed by all attendants |
The resolution is passed by all attending directors. |
| The 12th meeting of the second term on March 18, 2021 |
1. The resolution passed the 2020 financial statements. 2. The resolution passed the issuance of Statement of the internal control system of 2020. 3. Resolved to approve the evaluation of the independence of CPAs. |
None | The resolution is passed by all attendants |
The resolution is passed by all attending directors. |
| The 13th meeting of the second term on May 4, 2021 |
1. It is resolved to pass the Q1 2021 financial statements. |
None | The resolution is passed by all attendants |
The resolution is passed by all attending directors. |
| The 1st meeting of the third term on Auguest 3, 2021 |
1. It is resolved to pass the Q2 2021 financial statements. |
None | The resolution is passed by all attendants |
The resolution is passed by all attending directors. |
| The 2nd meeting of the third term on November 2, 2021 |
1. It is resolved to pass the Q3 2021 financial statements. 2. It is resolved to pass the 2022 internal audit plan. |
None | The resolution is passed by all attendants |
The resolution is passed by all attending directors. |
(I) The items listed in Article 14-5 of Securities and Exchange Law
- (II) Except above, others resolutions has not be passed by audit committee but passed by two-thirds of directors: None.
- II. A As for the item that independent director has conflict of interest, the name of independent director with conflict of interest, content of the item, the reason of recusal due to conflict of interest and the voting participation situation: None
- III. The communication between independent directors and chief internal auditor and the CPA (the communication about the significant matters, method and result related to corporate financial and business should be included).
- (I) Descriptions of the Communication Between Independent Directors and Chief Internal Auditor and CPA
-
- Convene a separate meeting between the chief internal auditor and the accountant at least once a year, to discuss the completed internal audit items and accountant's external audit opinions. Communicate based on the annual audit deficiencies. The communication opinions are recorded and submitted to the board of directors' report.
-
- The chief internal auditor attends the company's regular meeting of audit committee and the board of directors and reports the audit operation to the independent directors, and communicates the results of the audit report and the implementation of the follow-up report with independent directors. In addition, an audit report submitted to independent directors in the month following the completion of the audit project.
-
- The independent directors and CPA should regularly convene at least twice a year. The CPA reported the Company financial position, the financial and overall operation of the subsidiaries at home and abroad, and the audit result of internal control to the independent directors. The CPA should be fully communicate whether there were any major adjustment entries or whether the amendments affect the accounting situation.
-
- If there is any major abnormality, or independent directors, chief internal auditor, or accountants consider the independent communication is necessary, may convent a meeting to communicate at any time.
| Meeting Date | The important item of communication with | The important item of communication with |
|---|---|---|
| Chief Internal Auditor | CPA | |
| March 18, 2021 | 2020 work report | CPAs reported on 2020 audit results and |
| (Audit Committee) | 2021 work plan | key audit matters. |
| The consolidated audit report from | Deferred income tax assets (DTA),should | |
| January to February 2021. | be achievable after evaluation. | |
| The 2020 audit report on self-assessment | Disclosure report of the financial report | |
| operation. | of the Linyuan Factory accident in | |
| A special inspection report on the | January 2021. | |
| employee's professional ethics code. | The CPA and attendees discussed and | |
| A fire broke out in production line Special | communicated the proposed items. | |
| Plasticizer Report on January 29, 2021. | ||
| The implementation result: All attendant independent directors had no objection opinion. | ||
| May 4, 2021 | The consolidated audit report from | The CPA and attendees discussed and |
| (Audit Committee) | March to April 2021. | communicated the proposed items. |
| The implementation result: All attendant independent directors had no objection opinion. | ||
| Auguest 3, 2021 | Report the have been completed | The CPA and attendees discussed and |
| (Separate | important audit items and audit | communicated the internal audits found |
| Meeting) | deficiencies tracking items in 2021. | deficiencies and improvement measures |
| for the current year. | ||
| The implementation result: All attendant independent directors had no objection opinion. | ||
| Auguest 3, 2021 | The consolidated audit report from May | The CPA and attendees discussed and |
| (Audit Committee) | to July 2021. Special audit report on the |
communicated the proposed items. |
| implementation of special work permits | ||
| of the Group (8+1). | ||
| Special inspection report for group | ||
| finished product delivery and customer | ||
| self-pickup operations. | ||
| The implementation result: All attendant independent directors had no objection opinion. | ||
| November 2, 2021 | The consolidated audit report from | The CPA communicated 2021 key audit |
| (Audit Committee) | August to October 2021. | matter (KAM) with the Company. |
| Reports on the implementation of | Report for evaluate the signs of | |
| routine online audit in Eastern China and | impairment of assets and impairment | |
| Southern China. | test. | |
| The special inspection report of basic | The CPA and attendees discussed and | |
| customer information and SC signing | communicated the proposed items. | |
| back of Aug. 2021 subsidiaries in China. The 2022 internal audit plan |
||
| The implementation result: All attendant independent directors had no objection opinion. | ||
(II) The communication summary between the Independent Directors and the Internal Auditors and CPA
IV. Annual work focus and state of operation
1. The audit committee of the Company is composed of all independent directors and operates in accordance with the organizational rules of the committee. The committee holds at least one meeting per quarter, and a total of 5 meetings were held in 2021. The main responsibility of the audit committee is to assist the board of directors to prescribe or
amend the company's internal control and important operation procedures, matters involving the director's conflict of interests, substantial asset transactions or fund lending, or endorsement guaranty, the offering, issuance, or private placement of any equity-type securities, the appointment or compensation of an attesting certified public accountant, the appointment and dismissal of a financial, accounting, or internal auditing officer and the annual and semi-annual financial reports. The above matters should be passed by one half of members in audit committees and be submitted to board of directors for resolved.
-
- Reviewed and approved the independence and suitability of CPAs. Please refer to page 35 of this annual report.
-
- The 2020 annual financial statements and the Q1, Q2 and Q3 financial statements of 2021 have been passed by the audit committee, reviewed and audited by Deloitte, and issued an audit report. Relevant content has been disclosed in MOPS.
(III) Corporate governance implementation status and deviations from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons
| The state of implementation situation | Any discrepencies of such | |||
|---|---|---|---|---|
| implementation from the | ||||
| Evaluation item | Corporate Governance | |||
| Yes | No | Summary and explanation | Best-Practice for TWSE/TPEx | |
| Listed Companies, and the | ||||
| reason for such discrepency. | ||||
| I. Does the Company prescribe rule of corporate | The Company's "Rule of Corporate Governance" has been passed by board of | Compliant with the rationale | ||
| governance in accordance with Corporate | directors and disclosed in the Company's website and MOPS. | and practices of "Corporate | ||
| Governance Best-Practice Principles for the | V | Governance Best-Practice | ||
| TWSE/TPEx listed companies and disclose it? | Principles for TWSE/TPEx | |||
| Listed Companies." | ||||
| II. The shareholding structure and shareholder's | ||||
| equity | ||||
| (I) Whether the Company has prescribed internal | The Company has established spokesperson and acting spokesperson | Compliant with the rationale | ||
| procedures to deal with shareholder's | V | positions to handle shareholders' suggestions, concerns, and disputes. | and practices of "Corporate | |
| suggestions, doubts, disputes and litigation | Governance Best-Practice | |||
| matters, and implemented them according to | Principles for TWSE/TPEx | |||
| procedures (II) Does the Company possess a list of the actual |
The Company has the lists of actually control major shareholders and its | Listed Companies." Compliant with the rationale |
||
| control major shareholders and the major | ultimate controllers. Meanwhile, the Company declare shareholding of | and practices of "Corporate | ||
| shareholders' ultimate controllers? | V | directors and major shareholders each month in accordance with the | Governance Best-Practice | |
| Securities and Exchange Law. | Principles for TWSE/TPEx | |||
| Listed Companies." | ||||
| (III) Does the Company establish and implement | The Company has established relevant mechanism in our internal control | Compliant with the rationale | ||
| the risk management and firewall | system in according to relevant laws and implemented it. To reduce business | and practices of "Corporate | ||
| mechanisms between affiliates? | risk, the Company prescribed relevant operation rules and enforced required | Governance Best-Practice | ||
| V | control mechanism in compliance with relevant regulations of the competent | Principles for TWSE/TPEx | ||
| authorities. The transaction between the Company and its affiliates is based | Listed Companies." | |||
| on principal of fairness and reasonableness and the management authority | ||||
| and responsibility of finance, business, accounting department, etc in subsidiaries is very clear. |
||||
| (IV) Does the Company prescribe internal rules to | The Company has prescribed Ethical Corporate Management Best Practice | Compliant with the rationale | ||
| prohibit company insiders using undisclosed | Principles and Procedures for Handling Material inside Information, and | and practices of "Corporate | ||
| information from trading securities in the | V | disclosed in Company website. | Governance Best-Practice | |
| market? | Principles for TWSE/TPEx | |||
| Listed Companies." |
| The state of implementation situation | Any discrepencies of such | |||
|---|---|---|---|---|
| Evaluation item | Yes | No | Summary and explanation | implementation from the Corporate Governance Best-Practice for TWSE/TPEx Listed Companies, and the reason for such discrepency. |
| III. The Composition and authority and responsibility of board of directors (I) Does the board established a diversification policy and specific management objectives for the composition of the board and have they been implemented accordingly? |
V | The board resolution on November 5, 2020 passed the amendment to the "Corporate Governance Best Practice Principles". Article 20 has policies on diversity. The "Articles of Incorporation stipulates that the election of directors adopts the candidate nomination approach. In addition to evaluating the education and work experience qualifications of candidates, the Company complies with the "Corporate Governance Best Practice Principles" and the "Procedures for Election of Directors" to ensure the diversity and independence of directors. The details are disclosed in the Company's website. The Company has 10 directors (including 3 independent directors), and 30% of directors take a concurrent position as an employee, and 30% of independent director take a concurrent position as an employee. The directors have rich experience and expertise in the fields of accounting and financial analysis, operational decision making, laws, petrochemical, information technology, commerce, electricity and others, and can supervise the board from various aspects and provide professional opinions. More than 50% of the directors have industry background in petrochemical, information and business, and they can help the Company improve the operating performance and management efficiency. The implementation is as follows: |
Compliant with the rationale and practices of "Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies." |
| The state of implementation situation | Any discrepencies of such | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| implementation from the | ||||||||||||||||||||||
| Evaluation item | Corporate Governance | |||||||||||||||||||||
| Yes | No | Summary and explanation | Best-Practice for TWSE/TPEx | |||||||||||||||||||
| Listed Companies, and the | ||||||||||||||||||||||
| reason for such discrepency. | ||||||||||||||||||||||
| Basic component Co |
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| Chairman | Miau, Matthew |
Male | US | V V | V V | V | V V V V V V V | |||||||||||||||
| Feng Chiang |
||||||||||||||||||||||
| Director | Chen, Chun |
Male Republic of China |
V | V | V | V | V V V V V V V | |||||||||||||||
| Director | Jiang, | Hui Jong Male Republic of China V V |
V V | V V V V V V V | ||||||||||||||||||
| Director | Lin, Hsin Hung |
Male Republic of China |
V | V | V | V V V V V V V | ||||||||||||||||
| Director | Ko, | Yi-Shaw Male Republic of China V V |
V | V V V V V V V | ||||||||||||||||||
| Hsueh, | Male Republic | |||||||||||||||||||||
| Director | Chang Wei |
of China | V | V | V V V V V V V | |||||||||||||||||
| Director | Miao, Feng-Sh |
Male Republic of China |
V | V | V | V V V V V V V | ||||||||||||||||
| Independent | eng Wang, |
Male Republic | V | V | V | V | V V V V V V V | |||||||||||||||
| Director | Paul P. Pan, |
of China | ||||||||||||||||||||
| Independent Director |
Wenent P. |
Male Republic of China |
V | V | V | V | V V V V V V V | |||||||||||||||
| Independent | Hwang, Jung-Chi |
Male Republic | V | V | V | V | V V V V V V V | |||||||||||||||
| Director | ou | of China | ||||||||||||||||||||
| (II) Except the establishment of compensation | The Company established an audit committee and a remuneration committee | Compliant with the rationale | ||||||||||||||||||||
| committee and audit committee, does the | V | in accordance with the law, and the board resolution has approved the | and practices of "Corporate | |||||||||||||||||||
| Company voluntarily establish other | establishment of a risk management committee composed of all independent | Governance Best-Practice |
| The state of implementation situation | Any discrepencies of such | |||
|---|---|---|---|---|
| implementation from the | ||||
| Evaluation item | Corporate Governance | |||
| Yes | No | Summary and explanation | Best-Practice for TWSE/TPEx | |
| Listed Companies, and the | ||||
| reason for such discrepency. | ||||
| functional committee? | directors on January 18, 2022. Besides, the Company establishes |
Principles for TWSE/TPEx | ||
| Sustainability Committee, its composed by the management and periodically |
Listed Companies." | |||
| reports the enforcement result to the board of directors. | ||||
| (III) Whether the Company prescribe the | The Company has passed to amend "Evaluation of the Board of Directors" on | Compliant with the rationale | ||
| "Evaluation of the Board of Directors" and its | board of directors dated on November 5, 2020. | and practices of "Corporate | ||
| evaluation method, regular conduct | The Company's board performance evaluation shall be conducted by an |
Governance Best-Practice | ||
| evaluation each year and submit the | external independent professional institution or a panel of external experts | Principles for TWSE/TPEx | ||
| evaluation result to board of directors and use | and scholars at least once every three years. Internal and external board | Listed Companies." | ||
| it as reference to decide remuneration and | V | performance evaluations shall be completed before the end of the first | ||
| successive nomination of each director? | quarter of the following year. |
|||
| The 2021 performance appraisal results of the board, audit committee and | ||||
| salary and compensation committee have been submitted to the board |
||||
| meeting on March 8, 2022 and relevant evaluation result has disclosed in the | ||||
| "Company Governance" in the Company's website. | ||||
| (IV) Does the Company evaluate the independence of the attesting CPA regularly? |
The Company evaluates the independence and competency of the attesting CPA at least once a year. The analysis is based on Article 47 of Certified Public |
Compliant with the rationale and practices of "Corporate |
||
| Accountant Act and No. 10 of CPA code of professional ethics. The analysis | Governance Best-Practice | |||
| focus on some important indicators such as the rotation mechanism of the | Principles for TWSE/TPEx | |||
| attesting CPA, the major financial interests and inappropriate relationships, | Listed Companies." | |||
| whether there are money loans or concurrent recurrent work with the | ||||
| Company or its affiliates, and whether there are unpunished matters or | ||||
| V | matters that will damage to the independent principle of the Company and its | |||
| affiliates. | ||||
| After assessment by our Financial Administration Department, the CPA Lee, | ||||
| Cheng-Ming, Liu, Chien-Liang and Lin, Wen-Chin of Deloitte & Touche are in |
||||
| compliance with the Company's independent assessment criteria and are | ||||
| suitable to be the attesting CAP of the Company. After obtaining the | ||||
| accountant's independence statement, the audit committee and board of | ||||
| directors have passed on March 18, 2021 and March 8, 2022 respectively. | ||||
| IV. Whether the TWSE/TPEx listed companies | The Company has appointed company secretary via BOD on May 7, 2019, | Compliant with the rationale | ||
| place qualified corporate governance persons | V | responsible for in according with relevant regulations convene the meetings | and practices of "Corporate | |
| in an appropriate number and appoint one | of board of directors and shareholders' meeting and its' minutes, director | Governance Best-Practice |
| The state of implementation situation | Any discrepencies of such | |||
|---|---|---|---|---|
| Evaluation item | Yes | No | Summary and explanation | implementation from the Corporate Governance Best-Practice for TWSE/TPEx Listed Companies, and the reason for such discrepency. |
| chief corporate governance officer to responsible for corporate governance matters (including but not limited to provide information needed by directors and supervisors to execute their business, assist directors and supervisors to comply with laws and regulations, handle matters related to meetings of the board of directors and shareholders 'meeting in accordance with the law, and prepare minutes of board and shareholders' meetings, etc)? |
assume and training arrangment, provide necessary information to fulfill duties of directors and supervisors, assistance to understand legal compliance, and other matters set out in the articles or corporation or agreements follow up to protect shareholders' rights and strengthen the functions of the board of directors. All relevant operations have been completed in accordance with the law in the year of 2021. Please refer to the company's website and page40 of this annual report for the business execution situation and further education courses. |
Principles for TWSE/TPEx Listed Companies." |
||
| V. Does the Company establish the communication channel with interested person (including but not limited to shareholders, employees, customers, and suppliers, etc.) and is there an interested person section in Company's website to properly response to the inquiry from interested person about important CSR issues they cared? |
V | The Company has established "Interest Person Section" in the Company website (http://www.upc.com.tw). There is communication channel in such Section. In addition, one can understand the issue the Company focused, the improvement response and the significant risk of annual management plan in "section 1.3 The Identification and Communication of Interest Person" in Company's 2021 ESG Report. |
Compliant with the rationale and practices of "Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies." |
|
| VI. Does the Company engage professional shareholder services agent to process the shareholder meeting affairs? |
V | The Company engaged the agency department in CTBT bank to handle the shareholder meeting and related matter. |
Compliant with the rationale and practices of "Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies." |
|
| VII. Information Disclosure (I) Does the Company have the website to disclose financial, business and corporate governance information? |
V | The Company website: www.upc.com.tw. The financial, business, and corporate governance information are disclosed in "Investor relations" section. |
Compliant with the rationale and practices of "Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies." |
|
| (II) Does the Company has adopted other information disclosure method (such as to set up English website, appoint a dedicated person |
V | Our Company has appointed a dedicated person to disclose information. In addition to spoken person mechanism, the Company has deputy spoken person mechanism. The financial information, business information and |
Compliant with the rationale and practices of "Corporate Governance Best-Practice |
| The state of implementation situation | Any discrepencies of such | |||
|---|---|---|---|---|
| implementation from the | ||||
| Evaluation item | Corporate Governance | |||
| Yes | No | Summary and explanation | Best-Practice for TWSE/TPEx Listed Companies, and the |
|
| reason for such discrepency. | ||||
| to collect and disclose information, | investor conference video simultaneously be disclosed in Company's website | Principles for TWSE/TPEx | ||
| implementation of the spokesperson system, | and MOPS for the investor to inspect. | Listed Companies." | ||
| upload the investor conference video onto the | ||||
| Company website)? | ||||
| (III) Whether the Company publish and report its annual financial report within two months |
The Company's financial reports of each quarterly are approved by the board or submitted within 7 days before an announced deadline and disclursed |
Compliant with the rationale and practices of "Corporate |
||
| after the end of a fiscal year, and publish and | within 1 day after the approval date or the submission date. The operational | Governance Best-Practice | ||
| report its financial reports for the first, second | V | status of each month is also announced in advance of the specified deadline. | Principles for TWSE/TPEx | |
| and third quarters as well as its operating | Listed Companies." | |||
| status for each month before the specified | ||||
| deadline. | ||||
| VIII. Does the Company has other information | For detailed information, please refer to Note 1. | Compliant with the rationale | ||
| which is helpful to understand the important information of corporate governance |
and practices of "Corporate Governance Best-Practice |
|||
| (including but not limited to employee welfare | Principles for TWSE/TPEx | |||
| (employment relations and investor relations), | Listed Companies." | |||
| supply chain relations, stakeholder's rights, the | V | |||
| further training for directors and supervisor, | ||||
| the risk management policy and | ||||
| implementation of the risk assessment, the | ||||
| customer policy and the liability insurance for directors and suprvisor, etc.? |
||||
| IX. Please explain the improvement situation and priority strengthening matter and measure to the unimproved of the corporate | governance evaluation report issued by | |||
| Corporate governance center of TWSE (not applicable, if the company is not reviewed): | ||||
| (I) Improvement situation: | ||||
| Indicator | Improvement situation | |||
| Has the Company established a non-statutory functional committee with at least | The board meeting on January 18, 2022 approved the establishment of a risk | |||
| three members, which has more than half of the members as independent | management committee composed of all independent directors and operates |
| The state of implementation situation | Any discrepencies of such | |||||||
|---|---|---|---|---|---|---|---|---|
| Evaluation item | Yes | No | Summary and explanation | implementation from the Corporate Governance Best-Practice for TWSE/TPEx Listed Companies, and the reason for such discrepency. |
||||
| Has the Company formulated risk management policies and procedures approved by the board to disclose the scope of risk management, organizational structure and the operating status, and reported to the board at least once a year? |
The Company's risk management policies and procedures have been approved by the board, and the scope of risk management, organizational structure and the status of operation have been disclosed on the Company's website. |
|||||||
| Has the Company established an information security risk management framework, and formulated information security policies and specific management plans, and disclosed them on the Company's website or annual report? |
The information security management framework and policies and specific management plans have been disclosed on the Company's website. |
|||||||
| Has the Company set up the review and approval procedures for the appointment and removal, appraisal and salary and remuneration of internal audit personnel to be reported to the board or reported to the board by the audit supervisor, and disclosed the procedures on the Company's website? |
The methods of approving the appointment and dismissal of internal auditors have been disclosed on the Company's website. |
|||||||
| Are the Company's financial reports approved by or submitted to the board 7 days before the announced deadline, and disclosed within 1 day after the approval date or submission date? |
They have all been disclosed on the MOPS 7 days before the announced deadline. | |||||||
| (II) Priority strengthening matter and measure | ||||||||
| Indicator | Provide the strengthening matter and measure to the unimproved matter | |||||||
| Does the Company hold its annual general meeting before the end of May? | Since 2022, the Company will hold its annual general meetings before the end of May. |
|||||||
| Has the Company been invited to convene, or has the Company convened at least two institutional investor conferences, and the two conferences in the same year of the evaluation are more than three months apart? |
Since 2022, the Company will arrange more than two corporate briefing sessions. |
Note 1: Other important information of the Company that is helpful to understand the implementation of corporate governance.
-
The workers' rights and employee relations: Please refer to employee benefits of sustainable development status on page 50 & labor ralations on page 86 of this annual report.
-
Investor Relation: The Company stick on the information disclosure policy and regularly discloses the information about sales revenues and financial statements, simultaneously announces material information, annually holds shareholder meeting and investor conference to convey relevant information about the Company. The Company also appoints the spokesman and deputy spokesman to handle related matter about to investor relation.
-
- Supply China Relation: The Company strictly abides by corporate social responsibility, and requires suppliers to jointly abide by corporate social responsibility and the supplier code of conduct, including but not limited to ethical management, responsible procurement of minerals, compliance with contract provisions, privacy rights and information security, intellectual property rights, and the Company's sole business contact window to establish the cornerstones of the Company's sustainable operation. If a supplier has serious violations, the Company has the right to cancel any contract or order with the supplier at any time.
-
- Right of Interested Person: The Company's interested person can contact with the company at any time by the company website and investor mailbox.
-
- The training status of the directors and company secretary in 2021 is as follows, and disclosed director's courses information in MOPS for shareholders and investors' reference.
| Title | Name | Organizer | Course | Traning Hours (H) |
|---|---|---|---|---|
| Taiwan Corporate Governance Association | Hostile Takeover and Defensive Measures | |||
| Representative of | Miau, Matthew Feng | Securities and Futures Institute | 2021 Insider Equity Transaction Legal Compliance Seminar | |
| Institutional directors |
Chiang | Computer Audit Association | Enhance corporate information security governance capabilities and demonstrate corporate social responsibility |
9.0 |
| Representative of Institutional |
Chen, Chun | Computer Audit Association | Enhance corporate information security governance capabilities and demonstrate corporate social responsibility |
6.0 |
| directors | Securities and Futures Institute | Information security value in the post-epidemic era and the Sino-US trade war | ||
| Representative of | Taiwan Corporate Governance Association | Hostile Takeover and Defensive Measures | ||
| Institutional directors |
Jiang, Hui Jong | Financial Supervisory Commission R. O. C. | The 13th Taipei Corporate Governance Form | 9.0 |
| Representative of | How to maximize the value of D&O to protect directors and supervisors? | |||
| Institutional directors |
Lin, Hsin Hung | Taiwan Corporate Governance Association | Information security of directors and supervisors guideline | 6.0 |
| Director | Ko, Yi-Shaw | Financial Supervisory Commission R. O. C. | The 13th Taipei Corporate Governance Form | 6.0 |
| Trends and Risk Management of Digital Technology and Artificial Intelligence | ||||
| Director | Miao, Feng-Sheng | Taiwan Corporate Governance Association | How to create a peak in the global competitive market and operate sustainably | 6.0 |
| Taiwan Corporate Governance Association | Hostile Takeover and Defensive Measures |
|||
| Director | Hsueh, Chang-Wei | Computer Audit Association | Enhance corporate information security governance capabilities and demonstrate corporate social responsibility |
9.0 |
| Financial Supervisory Commission R. O. C. | The 13th Taipei Corporate Governance Form | |||
| Independent | Wang, Paul P. | Securities and Futures Institute | From insider trading to corporate social responsibility | 6.0 |
| Director | The impact of ESG and climate change on corporatetion | |||
| Independent | Taiwan Corporate Governance Association | Enterprise Digital Resilience - Discussion emergency response and reaction of |
||
| Director | Pan, Wenent P. | ransomware virus event | 6.0 | |
| Taiwan Institute for Sustainable Engergy | Corporate Sustainability Training Course | |||
| Financial Supervisory Commission R. O. C. | The 13th Taipei Corporate Governance Form | |||
| Independent Director |
Hwang, Jung-Chiou | Taiwan Corporate Governance Association | Net Zero Emissions 2030/2050 - Sustainability Challenges and Opportunities for Global Businesses |
9.0 |
| Corporate Governance and Securities Regulations |
| Title | Name | Organizer | Course | Traning Hours (H) |
|---|---|---|---|---|
| Securities and Futures Institute | Insider Trading Case Study | |||
| Financial Supervisory Commission | The 13th Taipei Corporate Governance Form | |||
| Company Secretary | Wu, Cheng-Chien Simon | Computer Audit Association | Enhance corporate information security governance capabilities and demonstrate corporate social responsibility |
12.0 |
| Taiwan Corporate Governance Association | Hostile Takeover and Defensive Measures |
-
The risk management policy and the implantation of risk assessment standard: The Company has established a risk management committee through the approval of the board and formulated risk management policies and procedures. A risk management task force composed of each functional unit and subsidiary compiles the scope of risk management at various levels according to the Company's operational characteristics. It formulates audit plans according to the risk assessment, and the audit results are reported to the risk management committee and the board.
-
The implementation of customer policy: The Company contains an intimate communication and sound relationship with our customers.
-
The Company has purchased directors and officer's liability insurance for all directors and has disclosed it in MOPS. The detailed list of insurance is as following:
| The insured | The insurer | The amount insured (NT Dollar) | Term of policy (starting and ending) | BOD report date |
|---|---|---|---|---|
| All directors | Fubon Insurance Co., Ltd. | 295,310,000 | September 7, 2020 to September 6, 2021 | November 5, 2020 |
| All directors | Fubon Insurance Co., Ltd. | 277,030,000 | September 7, 2021 to September 6, 2022 | November 2, 2021 |
- Succession planning of members in board of directors and important management:
The Company adopts the "candidate nomination system" to nominate members in board of directors. According to the number of directors to be elected and the required qualifications, the Company solicit and recommend suitable candidates. After the recommended candidates approved by the board of directors, the Company submit the recommended candidates and other candidates recommend by shareholders to shareholders meeting for election.
Succession planning of directors of the Company. In addition to meet the requirements of the law and regulation, the Company will base on the Company's future development direction and long-term strategic goal and consider professional knowledge, skills, experience and gender, etc. diversified backgrounds and independence requirement to seek suitable candidate. Besides diversified professional knowledge and skills (such as law, industry, finance, science and technology, environmental protection) and industry-government-academic background, the director successor of the Company should have capabilities include business judgment ability, accounting and financial analysis ability, operation management ability (operation and management of subsidiaries), crisis management ability, industry knowledge, international market outlook, leadership ability, decision-making ability and risk management knowledge and ability.
Besides, for allocation planning for board of directors and development of Company's group operation strategy, to give full play the decision-making and supervision functions of the board of directors, the director successor of the Company should have the ability to cooperate with the Company's main axis of operation, maintain long-term stable growth and development strategies and continuously improve corporate governance. In consideration of the ability beyond the professional competence of each director and to ensure that members in board of directors have a considerable degree of industry knowledge and gain new knowledge, the Company arrange at least 6 hours advanced courses related to finance, risk management, business, commerce, legal affairs, accounting, corporate social responsibility or internal control systems, and financial reporting responsibilities related to the characteristics of the Company's industry per year for each member in board of directors.
The Company's important management team and the heads of major functional units must be present at the board of directors and related meetings. In addition to being familiar with the operation of the board and related meetings, they could have a considerable degree of professional knowledge and ability related to the establishment and development Company strategy, internal control and legal compliance supervision and execution, risk management control and response.
Basically speaking, the directors of the Company all have considerable professional knowledge skills and industrial experience and would complete its overall management capabilities through participation in the supervision and management of the Company's development planning, internal control, legal compliance and risk control.
The Company conducts annual performance evaluation of all directors and the Company also has performance target evaluation for senior management. All of them could be used as a reference to selection of director successor.
In general, in respect to the director successor of the Company planning, the Company aim both "professional" and "inheritance" and lay a good foundation for the Company's sustainable operation. Besides recruiting suitable professionals from outside, the Company reserve talents for future director successor through internal training and senior executives experience cultivation.
The succession plan of the members of the board of directors and the key management: Talent is the key asset for the company to ensure sustainable business development. We have planned and launched a succession plan for different levels of management since 2016. The core of the plan is derived from corporate culture, mission and vision as the foundations of organizational development. Based on that, we have developed a talent management systsem to continuously groom talents, constituting a talent pool with the same beliefs and core values.
To help make the plan successful, we also invite external consultants to work with the human resources department to conduct regular in-depth interviews and to identify internal talents and/or recruit external talents so as to establish a short-term, 1 to 2 years, and long-term, 3 to 5 and 10 years talent pool varied from front-line, intermediate, and high-level management.
While identifying development needs for each talent, an individual development plan (IDP) will be available for them. The training activities cover leadership, professional training, task assignment, project assignment, domestic/overseas job rotation, cross field learning, attending business or strategy meetings, mentoring program, etc.
The Chairman, chief executive officer, president and consultants will meet every six months to evaluate development progress of the talents, and to give suggestions and adjust directions. We will take the steps of the PDCA cycle to pragmatically and steadily develop talent's competencies on market insight, strategic thinking, decision-making, leadership and professional capabilities. By leveraging the interaction with others in the process of training activities to build up team spirit and collaborative skills of the talents, ultimately the Company may enrich the talent pool, providing the core human resources to sustain business growth and development of the Company.
(Ⅳ) Structure, Responsibilities and Responsibilities of the Compensation Committee
| 1. Profiles of the compensation committee | members | ︰ | March 31, 2022 | |
|---|---|---|---|---|
| Member | Qualification Name |
Professional qualifications and experience |
Independence | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Compensation Committee Member |
| Independent Director/Convener | Pan, Wenent P | Please refer to the directors' information on page 18 of this annual |
Status of independence: (1) to (10) Status of non-independence: None. |
1 |
| Independent Director | Wang, Paul P. | report. | Status of independence: (1) to (10) Status of non-independence: None. |
0 |
| Independent Director | Hwang, Jung-Chiou | Status of independence: (1) to (10) Status of non-independence: None. |
3 |
Note: Please tick the corresponding boxes that apply to a member during the two years prior to being elected or during the term of office.
(1)Not an employee of the company or any of its affiliates.
(2)Not a director or supervisor of the company or any of its affiliates. (This restriction does not apply to independent directors appointed in accordance with this Act or the laws and regulations of the local country by, and concurrently serving as such at, the company and its parent or subsidiary or a subsidiary of the same parent.)
- (3)Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children or held by the person under others' names, in an aggregate of one percent or more of the total number of issued shares of the company or ranking in the top 10 in holdings.
- (4)Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a manger under (1) or any of the persons in (2) or (3).
- (5)Not a director, supervisor or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act.(this restriction does not apply to independent directors appointed in accordance with this Act or the laws and regulations of the local country by and con-currently serving as such at, the company and its parent or subsidiary or a subsidiary of the same parent.)
- (6)Not a director or supervisor of the company or any of its affiliates. (This restriction does not apply to independent directors appointed in accordance with this Act or the laws and regulations of the local country by and concurrently serving as such at, the company and its parent or subsidiary or a subsidiary of the same parent.)
- (7)Not a chairman, general manager or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: a director (or governor), supervisor, or employee of that other company or institution. (This restriction does not apply to independent directors appointed in accordance with this Act or the laws and regulations of the local country by, and concurrently serving as such at, the company and its parent or subsidiary or a subsidiary of the same parent.)
- (8)Not a director, supervisor, manager or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company. (this restriction does not apply if specified company or institution holds 20 percent or more and no more than 50 percent of the total number of issued shares of the Company and independent directors appointed in accordance with this Act or the laws and regulations of the local country by, and concurrently serving as such at, the company and its parent or subsidiary or a subsidiary of the same parent.)
- (9)Not a professional individual who, or an owner, partner, director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT\$500,000, or a spouse thereof; this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Security and Exchange Act or to the Business Mergers and Acquisitions Act or related laws or regulations.
(10)Not have any of the circumstances in the subparagraphs of Article 30 of the Company Act.
- The responsibilities of the compensation committee.
(1) Regularly review the committee chater, and make suggestions for amendment, if needed.
(2)Develop and review performance evaluation and compensation policies and schemes for directors and managerial officers.
(3) Review the specific performance metrics and evaluate the performance results associated with the established business goals for use in determining eligibility for compensation rewards of directors and managerial officers.
- Implementation information of the compensation committee
(1) The Compensation Committee consists of three (3) members.
(2) Term of office: July 21, 2021 to July 20, 2024. The Compensation Committee meeting was convened 2 times in 2021 (A). The attendance of committee members are as follows:
| Title | Name | Should be attendance in Person(A) |
Actual attendance in Person(B) |
By Proxy | Attendance Rate (%) 【B/A】 |
Authority and Responsibility | Remarks |
|---|---|---|---|---|---|---|---|
| Convener | Pan, Wenent P | 2 | 2 | 0 | 100 | 1. Establish and review performance and compensation policies and schemes for directors, |
|
| Committee Member |
Wang, Paul P. | 2 | 2 | 0 | 100 | supervisors, and managereial officers. 2. Conduct performance review and recommend |
Re-elected on July 21, |
| Committee Member |
Hwang, Jung-Chiou |
2 | 2 | 0 | 100 | compensation awards for Board members and managerial officers, subject to approval by the Board of Directors. |
2022 |
Any other matters that require reporting
-
If the board of directors declines to adopt a recommendation of the Compensation Committee, the date, term, content of the item, resolution of the board of directors and Company's response to recommendation of the compensation committee should be recorded (such as that if the board of directors has passed a remuneration more favorable to the recommendation of the compensation committee, the departure and its reason should be recorded): None
-
If with respect to any resolution of the compensation committee, any member has a dissenting or qualified opinion that is on record or stated in a written statement, the date, term, item, resolution of the board of directors, the recommendation of all members, and Company's response to recommendation of each member should be recorded:
| Date of Board Meeting |
Date of Compensation Committee |
Content of the Item | Resolution | The Company's response to recommendation of the Compensation Committee. |
The response to any member of the Compensation Committee has a dissenting or qualified opinion that is on record or stated in a written statement. |
|---|---|---|---|---|---|
| The 19th meeting of | The 13th meeting of | 1.The 2021 work plan of this committee. | All attendant | All attendant | None |
| 15th board of | 4th Compensation | 2.Review meeting for the distribution of | members of the | members of board | |
| dorectors on January | Committee on | the director's remuneration of 2020. | Compensation | of directors passed | |
| 15, 2021. | January 15, 2021. | 3.Review meeting for the managers' | Committee passed | the resolution. | |
| rewards of 2020. | the resolution. |
| The 12th meeting of | The 14th meeting of | Review meeting for new appointment of | All attendant | All attendant | None |
|---|---|---|---|---|---|
| 15th board of | 4th Compensation | the manager. | members of | members of board | |
| dorectors on June 7, | Committee on June 7, | Compensation | of directors passed | ||
| 2021 | 2021 | Committee passed | the resolution. | ||
| the resolution. |
(V) Status of promotion of sustainable development and its difference from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons
| Implementation status | Deviation and causes of deviation from the |
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|---|---|---|---|---|
| Evaluation Item | No. | Abstract Illustration | Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and its reason. |
|
| I. Has the Company established a governance structure to promote sustainable development and set up a dedicated (or one holding concurrent positions) unit to promote sustainable development, with the board authorizing the senior management to manage the organization which is supervised by the board? |
V | In order to ensure the implementation of the corporate social responsibility policy and sustainable operation and management, the Company established the "Corporate Social Responsibility Committee" which was later renamed the "Sustainability Committee" in cooperation with the regulations of the competent authority. The general manager is the head and the managerial level supervisors in Taipei office and Linyuan plant and the supervisors in the relevant group functional department were the members and there was an executive secretary. In 2021, the committee had meetings on February 23, May 21 and August 24. The 2021 ESG Report preparation meeting and training were simultaneously held in Taipei and Kaohsiung on November 25, and November 26, 2021, respectively, and the results of implementation were reported to the board of directors on May 4, 2021 and November 2, 2021. |
Compliant with the principles and implementation of the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies". |
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| II. Whether or not the Company conducts operations-related environment, society and corporate governance risk assessment in accordance with the principle of materiality and prescribed relevant risk management policy and strategy? |
V | The Company follows the AA1000 Accountability Principles (2018), which include four principles, inclusivity, materiality, responsiveness and impact, GRI and UN's SDGs in preparing the ESG Report. Topics involving significant risks and opportunities are defined and the corporate vision goals and the corresponding implementation strategies are disclosed in the report. Scope of the ESG Report: UPC Technology's Taipei office and Linyuan plant. |
Compliant with the principles and implementation of the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies". |
| III. Environmental issues (I) Whether or not the Company has established the appropriate environmental management system according to industry characteristics? |
V | The Company adopts the ISO 9001 quality management system / ISO 14001 environmental management system, ISO 14064, International Standard for GHG Emissions Inventories and Verification, ISO 45001 occupational safety and health management system, and ISO 50001 energy management system as per the requirements of quality and safety, health and environmental protection regulations for the manufacturing industry and completes sustainability management verification every year. The Company identifies the opportunities and risks of each management system according to the new version of ISO management requirements. It adopts the PDCA closed-loop cycle to improve management continuously. The Company implements the ISO 14064, International Standard for GHG Emissions Inventories and Verification every year and entrusts a third-party bsi certified by the TAF to verify greenhouse gas emissions Inventories and report it to the Environmental Protection Administration Executive Yuan, ROC (Taiwan). A greenhouse gas |
Compliant with the principles and implementation of the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies". |
|---|---|---|---|
| (II) Does the Company strive to improve the energy usage efficiency and to use relevant low environmental impact recycled materials? |
V | emission Inventories baseline was established. The Company continues the third-party verification of ISO-50001 Energy Management System. The Company conduct a long-term plan to improve relevant energy consumption equipment and replace those including lighting, centrifugal air compressor, etc.) to improve operaing efficiency. The Company applies the steam energy from the manufacturing process and provides to internal or external users to achieve Circular Economy goals perseveringly. The Company prescribes and enforces ISO 50001 Energy Management plan allover the plant, and monitors and improves the greenhouse gas (GHG) emission baseline for the energy comsumption opportunities continuously. We strive the following plans to achieve the goal of saving average 1% of electricity per year in accordance with the requirements of the Bureau of Energy, Ministry of Economic Affairs, R.O.C. 1. Improve the equipment efficiency: Conduct Planned Preventive Maintenance plan for energy saving measures and opportunities. 2. Purchase energy-saving equipment: According to the procurement regulations of the Bureau of Energy, the Company purchases the equipment certificated with energy-saving |
Compliant with the principles and implementation of the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies". |
| budges, ( i.c. Energy Star, Energy-aving Facilities, etc.) preferentially. 3. In order to raise the energy-saving awareness, we provide personnel relative operating training especially the significant energy-saving equipment annually. 4. Encourage employee participation in implement of Energy management system, and carbon reduction. The latent heat in the recovery process is converted into steam, which can reduce the operations of the steam boiler. The Linyuan Plant uses about 149,400 MT (approximately reducing the use of 11,205,000M3 of natural gas) of high-quality steam released from the process every year, which is equivalent to a reduction of 21,055MT of greenhouse gases emissions (or the total carbon absorption of about 54 Daan Forest Parks throughout the year). We have invested in a new type of steam turbine generator set (TG) to convert waste-heat steam into electricity. In addition, it will reduce the greenhouse gas (Carbon Dioxide) emissions (Scope 2), especially against the impact of emergency power outages. We have invested in a new steam turbine generator set (TG) to convert waste-heat steam into electricity. In addition, it will reduce the greenhouse gas (Carbon Dioxide) emissions (Scope 2), especially against the impact of emergency power outages. In terms of reducing water consumption and conserving water resources for environmental protection, the Company optimizes the production lines and invests in wastewater treatment facilities (MBR) to reduce the recycling of the treated wastewater. More than 50% of the treated water is re-used steadily or achieves the goal of |
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|---|---|---|---|
| (III) Whether or not the Company assesses the current and future potential risk and opportunity from climate change and adopt response measures? |
V | 40,000 tons of water-saving per year. "Global warming" is one of the main reasons for "climate change." The Company is committed to process energy, heat recycling, resource reuse, energy consumption reduction and water resources saving to reduce the ecological and environmental impact from global warming. With respect to energy recycling opportunities: The Company take advantage of the exothermic nature of the reaction and turn a lot of waste heat in the process into saturated |
Compliant with the principles and implementation of the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies". |
| can be sold to other manufacturing units and further reduce the consumption of fossil fuels. Excess low-pressure steam could be used in absorption chillers to reduce electrical load. Opportunities: reduced fossil energy consumption, reduced greenhouse gas emissions and reduced carbon footprint. The Company has established a UPC Technology ESG promotion team. Since 2022, it has successively implemented ESG-related training courses. A management structure will be established based on the Task Force on Climate-Related Financial Disclosures (TCFD) framework to disclose future corporate governance, strategies, risk management, indicators, and targets for climate-related risks and opportunities. |
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|---|---|---|---|
| (IV) Whether or not the company counts greenhouse gas emissions, water consumption and total waste weight in the past two years and prescribes greenhouse gas reduction, water consumption or other waste management policies. |
V | The Company has completed the inventory and verification of the Scope 1 and 2 of the ISO 14064-1 for 2021 and the ISO 50001 energy management system verification for 2020. The Company is also active in its green energy strategy. It has invested in a new type of steam turbine generator set (TG) to convert steam from waste heat generated during the manufacturing process into electricity. In addition to reducing the greenhouse gas carbon dioxide (Scope 2), it can mitigate the impact of emergency power outages. In terms of greenhouse gas reduction, the Company has been actively involved in the greenhouse gas inventory required by the ISO14064-1 since 2013 and has established a complete greenhouse gas emission baseline. In response to the national goal of achieving net-zero greenhouse gas emissions, the Company employs the following management strategies: 1. Committed to the ESG, and fully participates in the mitigation of climate change. 2. Actively recover energy waste and improve steam efficiency, power generation from waste heat, and heat recovery. 3. Actively verify the GHG emission baseline, the GHG emission intensity of products, and improve the industry's competitiveness to reduce the company's operating cost. |
Compliant with the principles and implementation of the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies". |
| The Company's GHG Emissions Over 2 Years |
|
|---|---|
| 2020 | 2021 |
| 1. Total greenhouse gas emissions (excluding biomass fuels) were 97,515 metric tons CO2e. |
1. Total greenhouse gas emissions (excluding biomass fuels) were 37,607 metric tons of CO2e. |
| 2. The Scope 1 GHG emissions are 80,997 metric tons of CO2e, accounting for 83.06% of the total emissions. The main greenhouse gas generated is CO2 emissions. 3. The Scope 2 GHG emissions are 16,518 metric tons of CO2e, accounting for 16.94% of the total emissions. The primary sources include part of the manufacturing processes and the power needed at offices. |
2. The Scope 1 GHG emissions are 26,734 metric tons of CO2e, accounting for 71. 09% of the total emissions. The main greenhouse gas generated is CO2 emissions. 3. The Scope 2 GHG emissions are 10,873 metric tons of CO2e, accounting for 28.91% of the total emissions. The primary sources include part of the manufacturing processes and the power needed at offices. 4. The steam sourced outside the plant is purchased from Linyuan Advanced Materials Technology. |
| In terms of reducing water consumption and conserving water | |
| resources for environmental protection, the Company adjusts production lines, reduces the production of process wastewater, and |
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| invests in wastewater treatment facilities (MBR) to improve the re-use rate of reclaimed water. The raw water consumption in 2010 |
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| was 293,080 cubic meters, and the 2021 consumption was reduced to 145,302 cubic meters due to shutdowns. |
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| The Company has a complete waste management system and dedicated personnel responsible for the entire life cycle of registration, storage, clearance, transportation, treatment, and |
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| declaration of waste in terms of waste management. The waste management operations are checked every month to ensure that |
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| they meet requirements and can be improved. The Company |
| the past two years) and the risk of waste transportation. | completes waste treatment and control according to the Department of Environmental Protection regulations. More than 84.6% of the waste is general industrial waste. More than 89.4% of the solid waste in the past two years has been treated in-house, which can effectively reduce the carbon dioxide emissions caused by additional waste cleaning and transportation (about 713 metric tons of CO2e in |
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|---|---|---|---|---|---|---|
| Year | General business waste (metric tons) |
Hazardous business waste (metric tons) |
Total (metric tons) |
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| 2020 | 5,054 | 521 | 5,574 | |||
| 2021 | 1,702* | 311* | 2,013 | |||
| * Reduced due to shutdown | ||||||
| IV. Social Issues (I) Does the Company prescribe relevant management policies and processes according to the relevant laws and regulations and international human rights treaties? |
V | sexual harassment. vacation policy is available. |
race, gender, age, religion or partisan considerations. | The Company has established the internal control system according to the relevant laws and regulations and international human rights treaties and prescribed the management rules of human resources to make sure that we provide the equal treatment on employee hiring, performance checks and promotion to all employees regardless their The Company complies with domestic labor-related laws, the Universal Declaration of Human Rights of the United Nations and the "Core Labor Standards" of the International Labor Organization. The Company has established a grievance hotline for sexual harassment prevention and clearly declares the protection of employees' human rights in the Company's "Work Rules", "Sexual Harassment Prevention and Complaints and Disciplinary Act" and other internal documents, including basic statutory requirements, employment at will, humane treatment, prohibition of improper discrimination and There is no forced or compulsory labor in the work place and the pay |
Compliant with the principles and implementation of the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies". |
| (II) Whether or not the Company has established and implemented reasonable employee benefit policies (including remuneration, leave and other benefits, etc.), and appropriately reflect the Company's business performance or achievements in the employee remuneration policy? |
V | Compliant with the principles The Company has established the internal control system and and implementation of the established management rules of human resources to ensure that "Sustainable Development employees' remunerations, benefits and assessments are fair, just Best Practice Principles for and reasonably reflected in employee attendance, wedding and TWSE/TPEx Listed funeral celebrations and remuneration. Companies". 1. Overall remuneration and performance policy (1) UPC Technology focuses on the achievement of practical operating results and values the importance of the salary and benefits program for employees. Salary surveys are conducted every year to measure the market standards and employee salary is appropriately adjusted to attract and retain talents. (2) Employee remuneration is determined by job evaluation on education, professional knowledge and skills, work experience, job complexity and responsibility. The standard salary of the lowest bracket is higher than the minimum wage stipulated in the "Labor Standards Act". (3) We adopt the equal employment policy applying to the employees at all levels. There is no different treatment due to the gender of the employees. New hires will have equal pay regardless their race, religion, political affiliation, gender or marital status. |
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|---|---|---|---|
| (4) In terms of the employee performance management practice, supervisors and employees jointly establish goals at the beginning of the year, meet and review work progress in the middle of the year and evaluate the results at the end of the year aligning with the Company's business strategies and goals. The key behaviors of the competencies are also major item of the performance appraisal, which can lead a sound and fair appraisal procedures for the employees. The performance results are applied to employee training and development, job improvement, promotion/demotion, distribution of bonuses and incentives, thus boost up employee's morale to achieve business sustainability and corporate social responsibility. (5) The distribution of employees' compensation in the Company's article of incorporation, please refer to Page 69 in this annual report. |
| 2.Employee fringe benefits and welfare programs (1) The Employee Welfare Committee holds a meeting every three months to plan and implement various welfare programs. The Company allocates a fixed percentage of amount of employee salaries to the employee welfare fund of the Employee Welfare Committee every month in accordance with the law. (2) The benefits include festival and Labor Day bonuses, birthday gifts, retirement gifts, gratuity for wedding, funeral, hospitalization, company outing and year-end bonus. (3) Organize annual employee domestic and overseas tours, and encourage employees to participate in group activities. (4) Employees are entitled to labor and health insurance, and there is employee group insurance plan available. Employee spouse, parents and children can also participate in preferred insurance discount plans at their own expense. (5) There is a nursing room for female employees who may need them, so employees can balance their work and family care. (6) Annual health checkup for employees. (7) Comprehensive leave measures, such as personal leave, maternity leave, paternity leave, parental leave without pay, marriage leave, bereavement leave, menstrual leave, family care leave, etc. |
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| (III) Does the Company provide employees with a safe and healthy working environment and regularly train its employees on safety and health education? |
V | 1. Occupational safety and health policy The Company abides by the occupational safety and health policy of "Regulatory compliance. Zero casualties. Disaster prevention." The occupational safety and health management system (ISO-45001 and TOSHMS) provides safe and healthy working conditions, compliance with safety and health laws and other requirements, elimination of hazards and reduction in occupational safety and health risks, and advocacy for employee safety and health consultation and participation to build a healthy and happy workplace. Disaster prevention and control are part of the Company's core philosophy and the Company uses appropriate management tools, proven technology, and available resources to compile operating and occupational issues to provide effective countermeasures. The |
Compliant with the principles and implementation of the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies". |
| Company also continues to refine its occupational safety culture, improve the protection management of operators, and put in resources to create a zero-hazard environment. The Company also establishes quantitative indicators to expand occupational safety and health practices to products and services, further improving the overall performance and controlling risks. In 2021, there were 0 disabling injury incidents and 0 cases of occupational incidents, which is the same as in 2020, both meeting the goals of 0.2 disabling injury/million working hours. |
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| The Company thoroughly reviews improvement measures, immediately revises automatic inspection tasks, and audits safety interlocking components on the machine. The safety and life-saving clauses are reiterated, and the measures for supervisors to be attentive to employees' physical and psychological conditions to ensure their safety during work. |
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| 1. | 2. Labor work inspection | ||
| In order to protect workers from hazardous substances in the workplace and provide them with a healthy and comfortable working environment, the Company inspects the work environment every year for areas that may be exposed to hazardous substances and gradually gain an insight into the actual exposure of workers. The Company has inspected organic solvents, specific chemical substances, dusty workplaces, central air-conditioning equipment, indoor workplace, and personal noise dose in 2021 to make sure that they all meet the allowable values specified by the laws and regulations. |
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| 2. | 3. Safety and environmental audit | ||
| The Company has established an annual safety and environmental audit and management by walking around the plant, with the head of the factory serving as the general convener. The safety and environmental audit team use the "Management by walking system" to list the inspection suggestions and specific improvements for reference in the inspection reports, so the units who are found to be at fault can refer to the reports and the audit team can review the shortcomings based on the improvements to be made on a monthly basis. |
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| Occupational safety audit | |||||
|---|---|---|---|---|---|
| Occupational safety audit team | Monthly audit | ||||
| Safety and Health Section/Safety and environmental audit team |
Weekly patrol inspection | ||||
| 4. | 4. Equipment safety management | ||||
| The Company has categorized equipment, put dangerous machinery and equipment under strict control according to the law, and conducted a detailed inspection to ensure that they operate safely. In 2021, the Company had 82 high-risk machinery/equipment units and conducted regular inspections following the Regulations for Safety Inspection of Hazardous Machines and Equipment to ensure that they operate safely. |
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| The Company appoints safety health officers and emergency care personnel and arranges "ESH training" for employees by the ESH department. The company set annual employee health checks that were more favorable than the regulation requirements and held safety and health lectures. |
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| For 2021, the occupational safety training and promotion sessions gave everyone at least 6 hours of training for the year. |
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| 5. | 5. Verification progress | ||||
| All of the Company's plants and subsidiaries have passed the certification of the occupational safety and health management system (ISO-45001 及 TOSHMS). |
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| (IV) Has the Company established an effective career development training program for its employees? |
V | The Company values its employees as important assets, and employee training and development is one of important business operations. According to the Company's vision, mission and business strategies we develop a comprehensive training system to provide integrated and diversified training and learning resources for talent development. Complete occupational training program are provided to supervisors and employees at all levels, including new employee orientation, management training, hard skills training, environmental, safety and health training and soft skills training. We also value employee's business conducts by delivering mandatory business ethic programs. As results, improve employees' work performance, which help boost the company's sustainable business |
Compliant with the principles and implementation of the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies". |
| growth, by enhancing their competencies. Supervisors and employees meet at the beginning of the year to discuss and set up individual development plan when finishing year-end performance review. Please refer to page 88 of the annual report for information on continuing education and training of the Company's employees. |
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| (V) Whether or not the Company complies with relevant regulations and international policy in customer health and safety, customer privacy, marketing and labeling of products and services and prescribed relevant consumer protection policies and complain procedures? |
V | The Company comply with relevant international regulations, laws and customer requirements and provide detailed information of all product to customers through safety data sheets. To meet the requirements of green environment management and provide downstream customers with safety materials, products have been inspected, analyzed and compared SVHC, RoHS, EN-71, ASTM F-963, PAHs, halogens and their compounds every year. |
Compliant with the principles and implementation of the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies". |
| The Company has set up a management system for customer data to manage and protect customer privacy. The internal audit of personal information, external verification, crisis prevention and education and training sessions all safeguard customers' data. |
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| In order to ensure the rights and interests of consumers, the Company has established quality management policies and points of contact for customers. Customer complaint cases can be directed to the point of contact of each business department (detailed company website https://www.upc.com.tw/zh-TW/Html/contacts) or handled by designated specialists. |
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| (VI) Whether or not the Company prescribed "Supplier Management Policy" and required suppliers comply with the relevant regulations on environmental protection, occupational safety and health or labor human rights and their state of implementation? |
V | The Company has established the "Supplier Corporate Social Responsibility Evaluation System" to establish the screening criteria for suppliers protecting the environment, human rights, safety, health and sustainability and to assess the requirements and expectations for suppliers' environmental safety and health risks, social responsibility, prohibition of child labor, labor management, basic rights of labor, integrity, regulatory compliance, intellectual property rights, fair trade, code of conducts and ethical operations. |
Compliant with the principles and implementation of the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies". |
| The Company has established supplier audit projects to adopt supplier selection, audit consultation, performance evaluation and supplier discussion forums to implement the requirements of sustainability in the daily management of the supply chain. 100% of the Company's suppliers has met the following criteria for 2021. Supplier assessment: |
| Supplier Code of Conduct. Process-related raw material suppliers must pass the ISO9001 quality management system certification. Supplier audit: The Company has established an audit team and a counseling team to track the progress of improvement corresponding to suppliers' deficiencies, jointly improve quality and technology, reinforce environmental protection, safety and health performance and incorporate automation into the process to improve production |
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| V. Whether or not the Company prepares sustainability reports or other reports disclosing the Company's non-financial information in accordance with widely recognized international standards or guidelines? Whether or not the above-mentioned report has obtained the confirmation or assurance opinion of the third-party verification entity? |
V | capacity. The ESG Report is made in according to GRI ESG Reporting Guidelines (GRI Standard) core options issued by the Global Reporting Initiative (GRI). The report has been verified as AA1000 Type 1 moderate by the third-party British Standards Institution (BSI). Scope of the ESG Report: UPC Technology's Taipei office and Linyuan plant. |
Compliant with the principles and implementation of the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies". |
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| VI. If the Company has established its own sustainability code based on the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, please describe any discrepancies between the policies and their implementation in the Company: The Company has established its sustainability code based on the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the content has met the requirements of the competent authority. |
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| VII. Other important information for facilitating the understanding of sustainability and its implementation: stakeholders to access at any time. |
The Company has set up an enterprise sustainability page on the official website (http://www.upc.com.tw) and regularly updated the relevant information for all |
(VI) The outcomes of the company performance on business conduct and ethics management, which has resulted in any variance between the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance.
| The state of implementation (Note) | The variance from the Ethical | ||
|---|---|---|---|
| Assessment Item | Yes No |
Summary and explanation | Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance. |
| I. The policy of codes of business conduct and ethics (I) Is there a Company policy of the codes of business conduct and ethics approved by the board of directors in place? And, the Company specifies the codes into internal management regulations and external document. Furthermore, do the board of directors and senior management vigorously commit to abiding by the policy? |
V | The Company has formulated its Business Ethic Policy approved by the board and published on the Company's website. The board and the management have followed the guidelines to perform their work. We have conducted the training for employees periodically. The guideline is also part of the training course for new hires to reinforce their professional ethics, preventing them from having unethical behaviors. |
Compliant with the principles and implementation of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" |
| (II) Does the Company introduce a risk assessment mechanism to regularly analyze and review any business activities obscuring high-risk unethical conducts within its business scope? Thus, establish at least two prevention measures itemized in paragraph 2, Article 7 of Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies? |
V | For operating activities at higher risk within the scope of business, such as raw materials or assets procurement and sales, the Company has established management system for preventing bribery and acceptance of bribes, prohibiting illegal political donations, inappropriate charitable donations or sponsorships. The Company also enforces the employee's code of conducts and the whistleblower policy how to report corruption and misconducts to prevent any unethical behaviors occurring. |
Compliant with the principles and implementation of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" |
| (III) Does the Company prescribe operation procedures, guidelines, disciplinary actions and grievance mechanism to avoid any ethical misconducts occurring? Does the company regularly review and amend the scheme? |
V | The Company's business ethic policy formulates the Ethical Management procedures and guidelines how to whistleblow a corruption or misconducts, and at the same time provide channels for whistleblowing. The policy or prodcures is subject to amended when needed. |
Compliant with the principles and implementation of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" |
| II. Enforcement of codes of business conduct and ethics (I) Does the Company evaluate the credit records of its transaction partners and put the ethical terms into the agreement? |
V | All employees of the Group shall sign a Letter of Commitment to commit they will strictly abide by the business Ethic policy. The sales department conducts credit evaluations to the customers who have regular transactions with the Company twice a year and record the review results. The content of the evaluation includes the customer's financial and business risks and collects the customer's exposure to the mass media's illegal cases and the surrounding neighbor's positive and negative comments on the evaluated customer. All of them are important reference indicators for the customer's credit evaluation. When necessary, the Company will engage a third party to conduct |
Compliant with the principles and implementation of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" |
| The state of implementation (Note) | The variance from the Ethical | |||
|---|---|---|---|---|
| Assessment Item | No | Summary and explanation | Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance. |
|
| credit investigation. The Company will stop credit transactions with the customer with bad credit or poor social perception and stop trading with the customer under serious circumstances. Procurement Department annually conducts credit evaluations and assessments to the suppliers whom the Company has regular transacttions with. The Company ceases to transact with supplier with poor credit. In the purchase agreement between the Company and supplier, there is terms and conditions to prevent unfaithful conduct. |
||||
| (II) Does the Company establish a dedicated unit that is under the board of directors and responsible for implementing the policy of codes of business conduct and ethics? The dedicated unit shall report the policy, preventive measures against ethical misconducts at the board meetingat at least once a year. |
V | The human resources department is responsible for the formulation of the business ethic policy, and the internal auditor supervises the implementation and audits the compliance irregularly. The implementation of ethical operations has been reported to the board. The Company's board fulfills its management obligations, monitors the prevention of unethical behaviors, and reviews and improves the results from time to time to ensure the implementation of the business ethic policy. |
Compliant with the principles and implementation of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" |
|
| (III) Does the Company formulate the policy to prevent conflict of interest and enforce it with proper communication channel? |
V | The Company has formulated "Policy and behavior guidelines for avoiding conflict of interests" and strictly comply with it. |
Compliant with the principles and implementation of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" |
|
| (IV) Does the Company establish sound accounting system and internal control system, prescribe relevant internal audit plan based on the risk assessment mechanism on unethical conducts, and audit the compliance status of the plan to prevent any dishonesty or engage a certified public accountant to do the auditing? |
V | We have established an effective accounting system and internal control system, and review them regularly to ensure their continuous and effective implementation. The Company's audit unit, based on the risk assessment of unethical behaviors, has drawn up relevant audit plans, checked the status of compliance, and provided follow-up recommendations for improvement to senior executives and the dedicated unit for ethical management, and then submitted audit reports to the board. |
Compliant with the principles and implementation of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" |
|
| (V) Does the Company regularly deliver internal or external business conduct and ethics training? |
V | Business conduct and ethics training has been planned as a mandatory course for all employees every year as part of individual performance results. In 2021, total of 218, or 97% employees complete the training including senior executives, managers, staff, |
Compliant with the principles and implementation of the "Ethical Corporate Management Best Practice |
| The state of implementation (Note) | The variance from the Ethical | ||
|---|---|---|---|
| Assessment Item | No Summary and explanation |
Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance. |
|
| consultants, etc. The employees participating in the training must pass the test after class and sign a commitment letter to declare that they will abide by the relevant regulations on business conduct and ethics. |
Principles for TWSE/TPEx Listed Companies" |
||
| III. The implementation of Company's whistleblower system (I) Does the Company clearly specify a reporting and reward system, establish a convenient reporting channel and appoint a properly dedicated personnel for the accused person? |
V | The Company has prescribed "Report procedures on non-complying with codes of business conduct and ethics." Once receiving the report, an investigation team will be formed to investigate the case within three days. The content of report should include the contact information of whistleblower, nature of facts withevidences and so on. The report channels is listed as follows: The Email of HR Supervisor: [email protected] 1. The Employee Grievance Email: [email protected] 2. The website of UPC: www.upc.com.tw 3. A written report submitted to the audit committee, auditor and 4. other specific supervisors. |
Compliant with the principles and implementation of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" |
| (II) Does the Company stipulate a standard operating procedure and relevant confidentiality measures how to handle the report during and/or after investigation? |
V | The process of investigation and all relevant information about the report will be classified. To prevent retaliation to whistleblower and investigator, the investigation results will be kept in human resource department and copied to audit department. |
Compliant with the principles and implementation of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" |
| (III) Does the Company take any actions to prevent unfair treatment for whistleblower? |
V | In order to protect the safety of whistleblowers, the documents related to whistleblowing are kept strictly confidential to prevent the whistleblowers from retaliation. No whistleblowing report was filed in 2021. |
Compliant with the principles and implementation of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" |
| IV. Information disclosure Does the Company disclose its implementation results of Codes of Business Conduct and Ethicson Company website and MOPS? |
V | In addition to publishing Codes of Business Conduct and Ethics on Company website, www.upc.com.tw, the Company set up a section in intra website for employee to check the detailed information anytime. |
Compliant with the principles and implementation of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" |
| The state of implementation (Note) | The variance from the Ethical | |||||||
|---|---|---|---|---|---|---|---|---|
| Corporate Management Best | ||||||||
| Practice Principles for | ||||||||
| Assessment Item | Yes | No | Summary and explanation | TWSE/TPEx Listed | ||||
| Companies, and the reason for | ||||||||
| any such variance. | ||||||||
| V. If the Company formulates its "Codes of Business Conduct and Ethics" based on "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies," | ||||||||
| please describe its implementation and variance. | ||||||||
| The Company has formulated the Codes of Business Conduct and Ethics. We have reviewed the implementation results and continuously improved to ensure compliance with | ||||||||
| the policy. | ||||||||
| VI. Other key information which is helpful to understand the implementation status on the codes of business conduct and ethics (such as if the Company reviewed and amended its | ||||||||
| Codes of Business Conduct ad Ethics.) | ||||||||
| The Company pays attention on relevant regulations developed and released in domestic and aboard. We encourage all employees to raise their suggestions to review and | ||||||||
| improve the performance on implementing the Company's codes of business conduct and ethics. | ||||||||
| (VII) If the Company prescribed the rule of corporate governance and relevant regulations, the Company should disclose its search method. |
Please refer to the "Investor Relations" section of the Company's website (www.upc.com.tw) and the "Corporate Governance" section on the Market Observation Post System to find the Company's corporate governance code of conducts and related regulations.
(VIII) It could disclose together, if there is any other important information which is helpful to understand corporate governance implementation of the Company: None.
(IX) The implementation of internal control System
- Internal Control System Statement
UPC Technology Corporation
Internal Control System Statement
Date: March 8, 2022
The internal control system form January 1, 2021 to December 31, 2021, according to the result of self-assessment is thus stated as follows:
- I. The Company acknowledges that the implementation and maintenance of internal control system is the responsibility of the Board of Directors and officers, and the Company has established such system. The internal capital system is aimed to reasonably assure that the goals such as effectiveness and the efficiency of operations (including profitability, performance and protection of assets), the reliability of financial reporting and the compliance of applicable law and regulations are achieved.
- II. The internal control system has its innate restriction. An effective internal control system can only ensure the foregoing three goals are achieved; nevertheless, due to the change of environment and conditions, the effectiveness of internal control system will be changed accordingly. However, the internal control system of the Company has self-monitoring function and the Company will take corrective action once any defect is identified.
- III. According to the effective judgment items for the internal control system specified in "Regulations Governing Establishment of Internal Control Systems by Public Companies" (hereinafter "Establishment Regulation"), the Company has made judgment whether or not the design and execution of internal control system is effective. The judgment items for internal control adopted by "Establishment Regulation" are, based on the process of management control, for classifying the internal control into five elements: 1. Control environment; 2. Risk assessments; 3. Control activities; 4. Information and communication; and 5. Monitoring. Each element also includes a certain number of items. For the foregoing items, refer to "Establishment Regulations."
- IV. The Company has adopted the aforesaid judgment items for internal control to evaluate the effectiveness of design and execution of internal control system.
- V. Based on the above-mentioned result of evaluation, the Company concludes that the internal control system (including subsidiary supervision and management) on December 31, 2021, including the design and execution of internal control related to the effectiveness and efficiency of operation, the reliability of financial reporting, the compliance of applicable law and regulations has been effective and they can reasonably assure the aforesaid goals have been achieved.
- VI. This statement will be the main content of annual report and prospectus and will be disclosed publicly. If the above contents have any falsehood and concealment, it will involve in the liability as mentioned in Article 20, 32, 171 and 174 of the Securities and Exchange Act.
- VII. This statement has been approved by the meeting of Board of Directors on March 8, 2022 and those 10 directors in presence all agree at the content of this statement and no one object it.
UPC Technology Corporation
Chairman:Miau, Matthew Feng Chiang President:Ko, Yi-Shaw
-
- Where a CPA has been hired to carry out a special audit of the internal control system, furnish the CPA audit report: None
- (X) During 2020 and as of the date of annual report, any penalty imposed in accordance with the law upon the Company or its internal personnel or any penalty imposed by the Company upon its internal personnel for violations of internal control system provisions, where the results of such penalty could have a material effect on shareholder equity or securities prices, the annual report shall disclose the penalty, the main shortcomings and the condition of improvement: None.
(XI) During 2021 and as of publish the date of annual report, material resolutions of shareholders' meeting and board of directors meeting.
| Date | Ite m |
Material resolution | Implementation | |
|---|---|---|---|---|
| 1 | Ratification of 2020 business report and financial statements. |
Follow the resolution result. | ||
| 2 | Ratification of 2020 profit distribution. Cash dividends: NT\$1 dollar per share. |
The cash dividends record date of April 16, 2021 and have been distributed on May 7, 2021. |
||
| 3 | Approved amendment of the Rules of Procedure for Shareholders Meetings. |
The amended procedure has been announced on the Company's website, and handled in accordance with the amendment |
||
| 4 of Directors. |
Approved amendment of the Rules for Election | The amended procedure has been announced on the Company's website, and handled in accordance with the amendment |
||
| July 21, 2021 |
5 | Election of the 16th term of board of directors (including independent directors). The list of elected directors: Mr. Ko, Yi-Shaw, Mr.Miao, Feng-Sheng, Mr. Hsueh, Chang-Wei; and 4 Lien Hwa Industrial Holdings Corporation representatives, Mr. Miao, Feng-Sheng, Mr. Chen, Chun, Mr. Lin, Hsin Hung and Mr. Jiang, Hui Jong. The list of elected independent directors: Mr. Wang, Paul P., Mr. Pan, Wenent P. and Mr. Hwang, Jung-Chiou. |
The MOEA approved the registration on Auguest 26, 2021, and disclosed on company website. |
|
| 6 | Approved lifting restrictions on the non-compete clause of the board of directors. |
Follow the resolution result. |
- Shareholders' Meeting
2. Board of Directors
| Date | Summary of important items | Implementation |
|---|---|---|
| January 15, 2021 |
Resolved to pass indirect cash capital increase in subsidiaries. |
Implemented in accordance with the project progress and capital needs after the request for a capital increase is approved by the competent authority the Investment Commission. |
| March 18, 2021 |
1. The resolution passed the 2020 financial statements. |
Submitted to the annual general meeting for ratification, and the motion was passed by votes. |
| 2. It is resolved to pass the 2020 earning distribution proposal. |
It is resolved to distribute shareholder dividends, cash dividends NT\$1 per share and report to 2021 shareholder meeting. |
|
| 3. Reelection of 16th term of directors and nomination of 10 director candidates (including 3 independent directors). |
Approve the list of candidates for independent directors: Mr. Wang, Paul P., Mr. Pan, Wenent P. and Mr. Hwang, Jung-Chiou; list of candidates for directors: Four Lien Hwa Industrial Holdings Corporation representatives: Chen, Chun, Mr. Miau, Matthew Feng Chiang, Mr. Lin, Hsin Hung and Mr. Jiang, Hui Jong, and Mr. Miao, Feng-Sheng, Mr. Hsueh, Chang-Wei and Mr. Ko, Yi-Shaw. |
|
| 4. Resolution of matters related to the convening of the 2021 shareholder meeting, including the date, venue, reasons and period of shareholders' proposals. |
Resolved to hold the 2021 annual general meeting on June 10, 2021, which has been published on the MOPS as a reference for shareholders. |
|
| 5. Resolved to pass the proposal for the Company to sign a longer-term raw |
Has been announced on the Market Observation Post System, and the contract terms are under |
| Date | Summary of important items | Implementation |
|---|---|---|
| materials supply contract with Evonik Operations GmbH. |
negotiation. | |
| June 10, 2021 | Resolved to postpone the 2021 annual general meeting to 2021/07/21. |
The change has been announced on the Market Observation Post System. |
| July 21, 2021 | Resolved to pass the appointment of the 5th term of the remuneration committee members. |
1. The list of committee members: Mr. Wang, Paul P., Mr. Pan, Wenent P. and Mr. Hwang, Jung-Chiou. 2. The change has been announced on the Market Observation Post System. |
| November 2, 2021 |
It is resolved to pass the Q3 2021 financial statements. |
The change has been announced on the Market Observation Post System. |
| January 18, 2022 |
Resolved to pass the establishment of the risk management committee and the formulation of the Organizational Rules of the Risk Management Committee. |
The change has been announced on the Market Observation Post System. |
| March 8, 2022 1. Resolved to pass the 2021 financial statements. |
Submitted to the annual general meeting for ratification, and the motion was passed by votes. |
|
| 2. Resolved to pass the 2021 profit distribution. |
Resolved to pass the distribution of shareholder dividends of NT\$1 per share, which has been announced and reported to the 2022 shareholder meeting. |
|
| 3. Resolution of matters related to the convening of the 2022 shareholder meeting, including the date, venue, reasons and period of shareholders' proposals. |
Resolved to hold the 2022 annual general meeting on May 26, 2022, which has been published on the MOPS as a reference for shareholders. |
- (XII) During 2021 and as of the publish date of annual report, the main content of opinions that the director has expressed a different opinion to material resolution and that is on record or stated in a written statement: None.
- (XIII) During 2021 and as of the publish date of annual report, the summary of resignation of chairman, president, chief accounting officer, chief financial officer, internal audit officer, Company Secretary and chief research & development officer, etc.: None.
Ⅴ. Information Regarding the Audit Fee
(I) Audit fees paid to the CPA and the accounting firm and the amount of audit and non-audit of the affiliates and the content of non-audit services:
| Unit: In NT\$ thousands | ||||||
|---|---|---|---|---|---|---|
| Name of Accounting Firm |
Name of the certified public accountant |
Period Covered by CPA's Audit |
Audit Fee | Non-Audit Fee |
Total | Remarks |
| Liu, Chien-Liang | ||||||
| Deloitte & Touche | Lin, Wen-Chin | 2021 | 4,500 | 1,355 | 5,855 |
The 2021 non-audit fees include tax audit of NT\$700 thousand, transfer pricing-related books for NT\$350 thousand, translation of financial reports into English for NT\$170 thousand, Investment Commission's audit forms for NT\$20 thousand, annual reports for shareholder meeting for NT\$50 thousand, direct deduction of projects for professional business operators at NT\$35 thousand and review of full-time employees' salary for NT\$30 thousand.
(II) When the company changes its accounting firm and the audit fees paid for the fiscal year in which such change took place are lower than those for the previous fiscal year, the amounts of the audit fees before and after the change and the reasons shall be disclosed: Not applicable.
(III)When the audit fees paid for the current fiscal year are lower than those for the previous fiscal year by 10% or more, the reduction in the amount of audit fees, reduction percentage, and reason(s) therefor shall be disclosed: None.
Ⅵ. Information on Replacement of CPA
(I) In respect of former certified public accountant
| Date of replacement of the certified public accountant |
March, 2021 | ||||
|---|---|---|---|---|---|
| Reason for replacement of the certified public accountant and explanation |
Internal rotation of Deloitte & Touche | ||||
| Specify that the certified | The party Circumstances |
Certified public accountant |
The principal | ||
| public accountant voluntarily ended the engagement or declined further engagement. |
Declined engagement |
Voluntarily terminated the engagement (further) |
Not applicable | ||
| If issued an audit report expressing other than an unqualified opinion during the 2 most recent years, furnish the opinion and reason. |
Not applicable | ||||
| Accounting principles or practices | |||||
| Yes | Financial report disclosure Auditing scope or procedure |
||||
| Whether or not there is any | Others | ||||
| disagreement with issuers? | |||||
| No. | V | ||||
| Description: None. | |||||
| Other Disclosure Matters | |||||
| (Those who should be disclosed in according to Item |
None. | ||||
| 1-4 to 1-7, Paragraph 6, | |||||
| Article 10 of this Regulation.) |
(II) Regarding the successor certified public accountant
| Name of the accounting firm | Deloitte & Touche |
|---|---|
| Name of the certified public accountant | Liu, Chien-Liang & Lin, Wen-Chin |
| Date of engagement | March, 2021 |
| Prior to the formal engagement of the successor certified public accountant, the Company consulted the newly engaged accountant regarding the accounting treatment of or application of accounting principles to a specified transaction, or the type of audit opinion that might be rendered on the Company's financial report, and the consultation results. |
Not applicable |
| Written views regarding the matters on which the successor certified public accountant did not agree with the former certified public accountant. |
Not applicable |
(III) The former accountant's response to Item 1 and 2-3, Paragraph 6, Article 10 of this Standard: Not applicable
- VII. Where the company's chairman, president, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm: None.
- VIII. During 2021 and as of the publish date of annual report, information of any equity transfer and pledge of equity interests by directors, managereial officers, and shareholders with over 10% Shareholdings
| 2021 | As of March 28, 2022 | ||||
|---|---|---|---|---|---|
| Shareholding | Pledged | Shareholding | Pledged | ||
| Title | Name | Increase | shareholding | Increase | shareholding |
| (Decrease) | Increase | (Decrease) | Increase | ||
| (Decrease) | (Decrease) | ||||
| Lien Hwa Industrial Holdings | |||||
| Chairman & CSO | Corp. Rep.: | 1,000,000 | - | - | - |
| Miau, Matthew Feng Chiang | |||||
| Lien Hwa Industrial Holdings | - | - | - | - | |
| Corp. | |||||
| Director | Rep.: Chen, Chun | - | - | - | - |
| Rep.: Jiang, Hui Jong | - | - | - | - | |
| Rep.: Lin, Hsin-Hung | - | - | - | - | |
| Over 10% Major | Lien Hwa Industrial Holdings | - | - | - | - |
| Shareholders | Corp. | ||||
| Director & President |
Ko, Yi-Shaw | -340,000 | - | 500,000 | - |
| Director | Hsueh, Chang-Wei | - | - | - | - |
| Director | Miao, Feng-Sheng | - | - | - | - |
| Independent Director |
Pan, Wenent P | - | - | - | - |
| Independent Director |
Wang, Paul P. | - | - | - | - |
| Independent Director |
Hwang, Jung-Chiou | - | - | - | - |
| Senior Vice President |
Bii, Ann | -139,316 | - | 312,000 | - |
| Vice President | Wu, Cheng-Chien Simon | -925,000 | - | -360,000 | - |
| Factory Director | Fang, Hung-Ching (Note) | 240,000 | - | -170,000 | - |
| Assistance Vice President |
Lai, Kuo-Tung (Note) | - | - | - | - |
(I) Transfer of equity interests of directors, managerial officer and major shareholders Unit: Shares
Note: Fang, Hung-Ching take office and Lai, Kuo-Tung dismissed on July 1, 2022.
(Ⅱ) Information of equity transfer: None.
(Ⅲ) Information of equity pledge: None.
IX. Relationship among the company's top 10 shareholders its any one is a related party or a relative within the second degree of kinship
| March 28, 2022 | Unit::share;% | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Current Shareholding | Spouse's/minor's Shareholding |
Shareholding by Nominee Arrangement |
Name and relationship between the company's top ten shareholders, or spouses or relatives within two degrees |
Re ma rk |
||||
| Share Numbers |
% | Share Number |
% | Share Number |
% | Name | Relationship | ||
| Lien Hwa Industrial Holdings Corp. |
424,880,973 | 31.46 | - | - | - | - | MiTAC Synnex Yi Yuan |
Same chairman. Same chairman. The company rep. |
|
| Rep.: Miau, Matthew Feng Chiang |
4,419,004 | 0.33 | - | - | - | - | director is Yi yuan's chairman. |
||
| Synnex Technology International Corp. |
68,992,033 | 5.11 | - | - | - | - | Lien Hwa MiTAC Tong Da |
Same chairman. Same chairman. The company rep. |
|
| Rep.: Miau, Matthew Feng Chiang |
4,419,004 | 0.33 | - | - | - | - | director is Tong Da's chairman. |
||
| Yi Yuan Investment Co., Ltd. | 21,532,067 | 1.59 | - | - | - | - | Lien Hwa | The chairman is Lien Hwa's rep. director |
|
| Rep.: Sun Song-En | 84,815 | 0.01 | - | - | - | - | Yi Feng | The company rep. director is Yi Feng's chairman. |
|
| Liberty Stationery Corp. | 20,655,409 | 1.53 | - | - | - | - | - | - | |
| Rep.: Kadota Akiteru | - | - | - | - | - | - | |||
| Mei An Investment Co., Ltd. | 18,224,158 | 1.35 | - | - | - | - | - | - | |
| Rep.: Hsu, Ih-Chen | - | - | - | - | - | - | |||
| Tsu Fung Investment Corp. |
17,460,231 | 1.29 | - | - | - | - | MiTAC | The chairman is MiTAC's rep. |
|
| Rep.: Ho, Jhi-Wu | - | - | - | - | - | - | Lien Hwa | director Same chairman. |
|
| MiTAC International Corp. | 16,179,560 | 1.20 | - | - | - | - | Synnex Tsu Fung |
Same chairman. The company rep. director is Tsu |
|
| Rep.: Miau, Matthew Feng Chiang |
4,419,004 | 0.33 | - | - | - | - | Fung's chairman. | ||
| Pornchai Engineering and Trading Corp. |
14,977,435 | 1.11 | - | - | - | - | - | - | |
| Rep.: Terawat Techapongvorachai |
- | - | - | - | - | - | |||
| Tong Da Investment Corp. | 14,510,176 | 1.07 | - | - | - | - | Synnex | The chairman is Synnex's rep. director |
|
| Rep.: Chou, Teh-Chien | - | - | - | - | - | - | |||
| Yi Feng Investment Co., Ltd. | 13,123,114 | 0.97 | - | - | - | - | Yi Yuan Lien Hwa |
The chairman is Yi Yuan's rep. director. The company rep. |
|
| Rep.: Ching, Hu-Shih | 686,183 | 0.05 | 8,996 | 0.00 | - | director is Yi Yuan's chairman and Lien Hwa's rep. director. |
Relationship among the Top 10 Shareholders
X. The number of shares held by the company, the company's directors, managers and the business of the same investment company directly or indirectly controlled by the company, and the consolidated shareholding ratio
| December 31, 2021 Unit: thousand share,% |
|||||||
|---|---|---|---|---|---|---|---|
| Investee | Shareholdings by the Company (Note) |
Directors/Supervisors/ Managers |
Direct or Indirect Shareholdings by |
Total Ownership | |||
| Share holding |
% | Share holding |
% | Share holding |
% | ||
| CHL | 471,304 | 100 | - | - | 471,304 | 100 | |
| Glory Ace | 605 | 100 | - | - | 605 | 100 | |
| Union Venture Capital Corp. | 22,701 | 100 | - | - | 22,701 | 100 | |
| Wei Chen Investment Co. | 16,000 | 100 | - | - | 16,000 | 100 | |
| Taiwan Union Int'l Investment Corp. |
78,719 | 100 | - | - | 78,719 | 100 |
Consolidated shareholding ratio
Note: Investments under equity method.
Capital Information
Ⅰ. Capital and Shares
(Ⅰ) Source of capital
| 1. Issued Shares March 31, 2022 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Authorized Capital | Paid-in Capital | Remark | |||||||
| Month/ Year |
Par Value (NT\$) |
Share Numbers (share) |
Amount (NT\$ dollar) |
Share Numbers (share) |
Amount (NT\$ dollar) |
Sources of Capital | Capital Increased by Assets Other than Cash |
Others | |
| 2021/11 | 10 | 2,000,000,000 | 20,000,000,000 | 1,347,120,607 | 13,471,206,070 | Employee stock option warrant subscription (Note 1) |
None | None | |
| 2022/02 | 10 | 2,000,000,000 | 20,000,000,000 | 1,347,857,607 | 13,478,576,070 | Employee stock option warrant subscription (Note 2) |
None | None | |
| 2022/03 | 10 | 2,000,000,000 | 20,000,000,000 | 1,350,495,607 | 13,504,956,070 | Employee stock option warrant subscription (Note 3) |
None | None |
Note1︰November 22, 2021 Ching-Shou-Shang-Tzi No. 11001208950
Note2︰February 21, 2022 Ching-Shou-Shang-Tzi No. 11101015160
Note3︰Has not been registration yet
2. Type of Stock March 31, 2022;Unit: share
| Authorized Capital | Remarks | ||||
|---|---|---|---|---|---|
| Share Type | Listed Shares | Un-issued Shares | Total Shares | ||
| Common stock |
1,350,495,607 | 649,504,393 | 2,000,000,000 | Belong to List-Company stock |
- Information for Shelf Registration: None
(II) Composition of Shareholders March 28, 2022
| Type of Shareholders Qty |
Government Agencies |
Financial Institutions |
Other Juridical Persons |
Foreign Institutions & Natural Persons |
Domestic Natural Persons |
Treasury Stock |
Total |
|---|---|---|---|---|---|---|---|
| Number of Shareholders |
4 | 5 | 142 | 215 | 72,187 | 1 | 72,554 |
| Shareholding (shares) |
43,765 | 4,736,085 680,514,071 125,390,375 501,146,311 | 38,665,000 1,350,495,607 | ||||
| Holding Percentage |
0.00 | 0.35 | 50.40 | 9.28 | 37.11 | 2.86 | 100.00 |
(III) Shareholding Distribution Status
1. Common Shares March 28, 2022
| Class of Shareholding | Number of Shareholders | Shareholding (Shares) | Percentage (%) |
|---|---|---|---|
| 1~ 999 | 20,259 | 4,884,431 | 0.36 |
| 1,000 ~ 5,000 | 36,105 | 82,080,713 | 6.07 |
| 5,001~ 10,000 | 7,804 | 61,797,979 | 4.58 |
| 10,001~ 15,000 | 2,618 | 33,035,214 | 2.45 |
| 15,001~20,000 | 1,766 | 32,861,214 | 2.43 |
| 20,001~30,000 | 1,434 | 36,628,806 | 2.71 |
| 30,001~40,000 | 651 | 23,490,874 | 1.74 |
| 40,001~50,000 | 504 | 23,467,065 | 1.74 |
| 50,001~100,000 | 767 | 54,630,801 | 4.05 |
| 100,001~200,000 | 346 | 49,096,296 | 3.64 |
| 200,001~400,000 | 145 | 40,811,074 | 3.02 |
| 400,001~600,000 | 51 | 25,053,964 | 1.86 |
| 600,001~800,000 | 25 | 17,321,305 | 1.28 |
| 800,001~1,000,000 | 13 | 12,151,269 | 0.90 |
| 1,000,001 or over | 66 | 853,184,602 | 63.17 |
| Total | 72,554 | 1,350,495,607 | 100.00 |
2. Preferred Shares:None
(IV)Major Shareholders March 28, 2022
| Item | Shareholders | Shareholding (share) | Shareholding Percentage (%) |
|---|---|---|---|
| 1 | Lien Hwa Industrial Holdings Corp. | 424,880,973 | 31.46 |
| 2 | Synnex Technology International Corp. | 68,992,033 | 5.11 |
| 3 | Yi Yuan Investment Co., Ltd. | 21,532,067 | 1.59 |
| 4 | Liberty Stationery Corp. | 20,655,409 | 1.53 |
| 5 | Mei An Investment Co., Ltd. | 18,224,158 | 1.35 |
| 6 | Tsu Fung Investment Corp. | 17,460,231 | 1.29 |
| 7 | MiTAC International Corp. | 16,179,560 | 1.20 |
| 8 | Pornchai Engineering and Trading Corp. | 14,977,435 | 1.11 |
| 9 | Tong Da Investment Corp. | 14,510,176 | 1.07 |
| 10 | Yi Feng Investment Co., Ltd | 13,123,114 | 0.97 |
(V)In the recent two years, the market price, net worth, earnings per share, dividends per share and relevant information.
| Year Item |
2020 | 2021 | As of March 31, 2022 | ||
|---|---|---|---|---|---|
| Market price | Highest | NT\$19.95 | NT\$32.30 | NT\$22.40 | |
| per share | Lowest | NT\$7.01 | NT\$14.25 | NT\$18.20 | |
| (Note 2) | Average | NT\$14.43 | NT\$24.89 | NT\$20.43 | |
| Net worth | Before distribution | NT\$19.31 | NT\$22.84 | - | |
| Per share | After distribution | NT\$18.31 | NT\$21.83 | - | |
| Weighted average shares before adjustment |
1,314,334 thousand shares |
1,297,478 thousand shares |
- | ||
| Earnings per share |
Weighted average shares after adjustment |
1,314,334 thousand shares |
1,297,478 thousand shares |
- | |
| Earnings per share before adjustment | NT\$1.62 | NT\$1.66 | - | ||
| Earnings per share after adjustment | NT\$1.62 | NT\$1.66 | - | ||
| Cash dividends | NT\$1.00 | NT\$1.00 | - | ||
| Per share | Uncompensated distribution of |
From retained earnings |
- | - | - |
| Dividends | shares | From Capital reserve |
- | - | - |
| Accumulated Undistributed dividends | - | - | - | ||
| Investment | Price to earnings ratio (Note 1) | 7 | 14 | - | |
| Return | Price to dividend ratio (Note 2) | 12 | 23 | - | |
| Analysis | Cash dividend yield (Note 3) | 9% | 4% | - |
* The number is negative, therefore, it is not listed.
Note 1. Price to earnings ratio = the average closing price in the fiscal year / earnings per share.
Note 2. Price to dividend ratio = the average closing price in the fiscal year / cash dividend per share.
Note 3. Cash dividends yield = cash dividends per share / the average closing price in the fiscal year.
(VI)Dividend policy of the Company and implementation
- The dividends policy prescribed in the Company's Articles of Incorporation
After final account if there is earning in current year's earnings, the earnings shall first be used to pay all taxes and offset prior years' accumulated losses and then set aside 10 percent as legal reserve. The Company may then appropriate a certain amount as special reserve according to the relevant regulations. The residual earnings, plus the accumulated undistributed earnings, may be appropriated to shareholders according to the distribution plan proposed by the board of directors. If such surplus earning is distributed in the form of new share, it shall be submitted to the shareholders' meeting for approval. If such surplus earning is distributed in the form of cash, it is authorized to the board of director to decide after a resolution has been adopted by a super majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.
The industry environment of the Company rapidly changes. The business life cycle is in the stable improvement stage and the Company will control the economic environment to purse sustainable operations. When the board of directors proposes the earnings distribution proposal, it should consider the Company's long-term financial planning, future money need and shareholder interest protection to decide the distribution type, distribution amount and distribution timing. Generally speaking, the cash dividends and bonus shall not be lower than 10% of the total shareholders' dividends and bonus in the fiscal year. However, the shareholders' meeting can resolve to adjust it because of financial structure improvement, expansion and other material capital expenditures.
-
- The Company will maintain a stable dividend policy with a dividend amount of not less than 30% of the current year's earnings appropriated and distributed to shareholders.
-
- The dividends distribution status in 2021.
Based on the above principle, the board of directors has resolved that the 2021 dividends distribution, cash dividends per share is NT\$1.0 on March 8, 2022. The cash dividends is scheduled to be distributed on April 27, 2022.
The shareholder dividend is fully distributed in cash. It is in compliance with the dividends policy that cash dividends shall not be lower than 10%.
-
- The explanation of the material change of proposed dividend policy: The proposed dividends policy does not have material changes.
- (VII) Effect upon business performance and earnings per share of any stock dividends distribution proposed or adopted at the most recent shareholders' meeting: Not applicable
- (VIII) Compensation of employees and directors
-
- The percentages or ranges with respect to employees' and director's compensation, as set forth in the company's Articles of incorporation:
If the Company has earnings after offsetting the prior years' accumulated losses, if any, the Company should distribute no less 1% of the earnings as employees' compensation and no more than 1% of the earnings as directors' compensation.
-
- The basis for estimating the amount of employees' and directors' compensation, for calculating the number of shares to be distributed as employee compensation and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period.
- (1) The basis for estimating the amount of employees' and directors' compensation: The consideration estimation is based on the business performance on the current term.
- (2) Calculating the number of shares to be distributed as employees' compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:
If there is any number change after acknowledgment of the annual financial report, it will comply with accounting estimation change and will record the adjustment on the distribution year.
- Information on any approval by the board of directors of distribution of compensation:
| Unit: NT\$ thousands | |
|---|---|
| 2021 compensation of employees and directors | The resolution of board of directors |
| (March 8, 2022) | |
| Employee compensation (cash) | 32,000 |
| Director compensation (cash) | 10,000 |
- (1) If there is any discrepancy between that amount and the estimated figure for the fiscal year these expenses are recognized, the discrepancy, its cause and the status of treatment shall be disclosed: If there is any number change after the announcement date, it will comply with the accounting estimation change and will record the adjustment on the distribution year.
- (2) The amount of any employee compensation distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee compensation: Not applicable.
-
- The actual distribution of employees' and directors' compensation for the previous fiscal year (with an indication of the number of shares, monetary amount and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employees', directors', or supervisors' compensation, additionally the discrepancy, cause, and how it is treated.
Unit: NT\$ thousands
| 2020 compensation of employees | The resolution of board of | The actual distribution amount |
|---|---|---|
| and directors | directors (March 18, 2021) | |
| Employee compensation (cash) | 32,000 | 32,000 |
| Director compensation (cash) | 10,000 | 10,000 |
The discrepancy, its cause, and the status of treatment:
There is no discrepancy between the distribution number of the 2020 compensation for the employees and directors by the resolution of the board of directors and the recognized number in the financial statement.
(IX) Implementation status of Treasury Stock
| 1. Exceution Completed: | March 31, 2022 | ||
|---|---|---|---|
| Batch No. of repurchases | 16th | 17th | 18th |
| Purpose of Repurchase | Assignment of shares to employees |
Assignment of shares to employees |
Assignment of shares to employees |
| Repurchase period | 2020/3/16 ~ 2020/05/15 |
2020/06/11 ~ 2020/08/10 |
2021/08/07 ~ 2021/10/06 |
| Repurchase price range (NT\$ dollar) | 8.30-11.30 | 8.60-11.50 | 11.00-14.00 |
| Completed share repurchase type and quantity |
common shares 10,000,000 shares |
common shares 10,000,000 shares |
common shares 20,000,000 shares |
| Amount of capital stock repurchased (NT\$ dollar) |
93,355,874 | 100,558,287 | 260,178,894 |
| The actual repurchased in proportion to plan repurchased (%) |
100 | 100 | 100 |
| Number of shares cancellation or transferred |
1,335,000 shares (Note) |
0 shares | 0 shares |
| The accumulated number of its own shares that the company holds |
8,665,000 share | 18,665,000 shares | 38,665,000 share |
| Accumulated quantity of company holding in proportion to total company outstanding shares(%) |
0.64% | 1.38% | 2.86% |
Note: Transferred 1,335, 000 shares to employees on October 22, 2021.
- In progression︰None.
Ⅱ. Corporate Bonds
| Corporate Bond Type | UPC TECHNOLOGY CORPORATION 1st Secured Corporate Bonds Issued in 2018 |
|||
|---|---|---|---|---|
| Issue date | December 21, 2018 | |||
| Denomination | NT\$1,000,000 | |||
| Issuing and transaction location | not applicable | |||
| Issue price | Issue by denomination | |||
| Total price | NT\$6,000,000,000 | |||
| Coupon rate | O.95% | |||
| Tenor | 5years Maturity: December 21, 2023 |
|||
| Guarantee agency | Joint-guarantee provided by Mega International Commercial Bank (Lead manager), Bank of Taiwan, First Commercial Bank, Hua Nan Commercial Bank Ltd., The Shanghai Commercial & Savings Bank Ltd., Chang Hwa Commercial Bank Ltd., Taiwan Cooperative Bank, and E. Sun Commercial Bank Ltd. With liability of 25%, 18%, 15%, 13%, 11%, 8%, 5%, and 5% of the issuing amount accordingly. |
|||
| Consignee | Taipei Fubon Commercial Bank Co.,Ltd. | |||
| Underwriting institution | Mega Securitids Co., Ltd. | |||
| Certified lawyer | Yue, Chung Chieh Law Firm Yue, Chung Chieh |
|||
| CPA | Deloitte & TOUCHE CPA Kuo, Wen-Chi |
|||
| Repayment method | Repayment in lump sum upon maturity | |||
| Outstanding principal | NT\$6,000,000,000 | |||
| Terms of redemption or advance repayment | Not applicable | |||
| Restrictive clause | None | |||
| corporate bonds | Name of credit rating agency, rating date, rating of | Not applicable | ||
| Other rights attached |
As of the printing date of this annual report, converted amount of (exchanged or subscribed) ordinary shares, GDRs or other securities |
Not applicable | ||
| Issuance and conversion (exchange or subscription) method |
None | |||
| existing shareholders' equity | Issuance and conversion, exchange or subscription method, issuing condition dilution, and impact on |
Not applicable | ||
| Transfer agent | Not applicable |
In case of convertible corporate bonds, exchangeable corporate bonds and the registration of corporate bonds or corporate bonds with warrants, it should be according to its nature and follow the table format to disclose convertible bonds, exchangeable corporate bonds, the registration of corporate bonds or corporate bonds with warrants and corporate bonds with warrants: Not applicable.
Ⅲ. Preferred Shares: None.
Ⅳ. Issuance of Global Depository Receipts: None.
Ⅴ. Issuance of Employee Stock Warrants:
- The unexpired employee stock warrants issued by the Company in existence as of the date of publication of the annual report, and the effect of such warrants upon shareholders' equity:
March 31, 2022 ; Unit: NT\$ dollar, share
| The type of employee stock warrants | The 7th employee stock warrant |
|---|---|
| The effective date of declaration | December 26, 2018 |
| Issuance date |
Auguest 15, 2019 |
| Quantity of units issued |
40,000 (Note 1) |
| Quantity subscribed shares in proportion to total outstanding shares | 3.00% |
| Valid duration | 6 years |
| Performance | Issue new stock shares |
| Restricted exercise period and percentage | With exception for the lock-up period in accordance with the law, an employee may request for exercising the employee stock warrants pursuant to the below schedule after 2 full years since the issuance of the employee stock warrants and before 10 days of expiration date. Schedule Exercisable subscription ratio After the period of 2 years 50% After the period of 3 years 75% After the period of 4 years 100% |
| Quantity of warrants exercised | 18,148,000 shares |
| Amount of warrant exercised | NT\$161,517,200 |
| Quantity of warrants unexercised (Note 2) |
21,728,000 shares |
| Subscription price per share of the warrants unexercised | NT\$8.9 |
| Quantity unsubscribed shares in proportion to total outstanding shares | 1.61% |
| Effect on shareholders' equity | Two years after the issuance of employee warrants, the warrant holders can exercise employee warrants in accordance with the terms and conditions of the rules governing and issuing employee warrants. Therefore, it has not caused any actual significant effect on shareholders' equity. |
Note 1. Each unit of employee subscription warrant can subscribe 1,000 shares of the Company's common shares. Note 2: It is net of the forfeited stock shares.
| 2. | The names of manages and top ten employees holding employee stock warrants | and the cumulative number of such warrants granted and exercised by said |
|---|---|---|
| managers and employees. | March 31, 2022;Unit: NT\$ dollar, share |
| Shares of | Percentage of | Exercised | Unexercised | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | obtained stock warrant |
obtained stocks to outstanding shares (%) |
Quantity | Exercise price (NT\$) |
Subscription Amount |
Percentage of exercised warrant to total outstanding shares (%) |
Quantity | Exercise price (NT\$) |
Subscription Amount |
Percentage of exercised warrant to total outstanding shares (%) |
|
| President | Ko, Yi-Shaw | |||||||||||
| Senior Vice President |
Bih, Ann | |||||||||||
| M an |
Vice President | Wu, Cheng-Chien Simon |
||||||||||
| ag er |
Chief Strategy Officer |
Miau, Matthew Feng Chiang |
6,268,000 | 0.46 | 2,612,000 | 8.9 | 23,246,800 | 0.19 | 3,656,000 | 8.9 | 32,538,400 | 0.27 |
| s | Assistant Vice President |
Lai, Kuo-Tung (Note 1) |
||||||||||
| Factory Chief | Fang,Hung-Ching (Note 2) |
|||||||||||
| President of Subsidiary |
Chang, Te-Wei | 8.9 | 49,644,200 | |||||||||
| President of Subsidiary |
Keng, Hsing-Chih | |||||||||||
| President of Subsidiary |
Hsu, Tzu-Cheng | |||||||||||
| President of Subsidiary |
Wu, Wei-Ting | |||||||||||
| President of Subsidiary |
Cheng, Hsi Tien | 0.41 | ||||||||||
| President of Subsidiary |
Chung, Yi-Yao | 5,578,000 | ||||||||||
| em | Vice President of Subsidiary |
Yang, Ching-Fu | ||||||||||
| pl oy ee |
Vice President of Subsidiary |
Bai, Qing-Hua | 8,752,000 | 0.65 | 3,174,000 | 8.9 | 28,248,600 | 0.24 | ||||
| s | Factory Chief of Subsidiary |
Li, Xi-Jun | ||||||||||
| Factory Chief of Subsidiary |
Wu, Heng-Ping | |||||||||||
| Special Assistant | Jiang, Hui Jong | |||||||||||
| Assistant Vice President |
Hsu, Chih-Shiao | |||||||||||
| Assistant Vice President |
Kao, Chien-Yang | |||||||||||
| Senior Manager | Yu, Hui-Chen | |||||||||||
| Senior Manager | Hsieh, Tso-Ming | |||||||||||
| Senior Manager | Ma, Chao-Chen | |||||||||||
| Senior Manager | Huang, Wen-Tan |
Note 1︰Dismissal on July 1, 2021 and Retired on October 29, 2021.
Note 2︰Take office on July 1, 2021.
- VI. Issuance of New Restricted Employee Shares: None.
- VII. Issuance of new shares in connection with a merger or acquisition or with acquisition of shares of any other company: None.
- VIII. Financing Plans and Implementation
- (I) For the period as of the quarter preceding the date of publication of the annual report, with respect to each uncompleted public issue or private placement of securities, and to such issues and placements that were completed in the most recent 3 years but have not yet fully yielded the planned benefits: None.
- (II) Status of implementation: Not applicable.
Operational Highlights
Ⅰ. Business Overview
(I) Business Scope
- The content and ratio of main business
The main business of the Company is manufacture and sale phthalic anhydride (PA), plasticizer (DEHP, DINP...), etc. The phthalic anhydride business weighs 10%, the plasticizer business weighs 70%, and the polyvinyl chloride resin (PVC) business weighs 16%. The markets cover Taiwan, China, Southeast Asia, Japan, the Middle East, India, Africa, New Zealand and Australia, the United States and Canada. The Company is one of the largest suppliers of plasticizers, phthalic anhydride and malic anhydride in the Far East area.
2. Products
| Product Type | Product | |
|---|---|---|
| Bis(2-ethylhexyl) Phthalate | (DEHP) | |
| Diisononyl Phthalate | (DINP) | |
| Di(2-Propyl Heptyl) Phthalate | (DPHP) | |
| Dibutyl Phthalate | (DBP) | |
| Bis(2-ethylhexyl) Terephthalate | (UN488(DOTP)) | |
| Diisononyl Terephthalate | UN499 (DINT) | |
| Tri(2-ethylhexyl) Trimellitate | (TOTM (TEHTM)) | |
| Tri-isononyl Trimellitate | (UN399(TINTM)) | |
| Trioctyl Trimellitate | (TNOTM) | |
| Plasticizer | Di(2-ethylhexyl) Adipate | (DOA) |
| Adipate Plasticizer | (DINA) | |
| Di(2-propyl heptyl) Adipate | (UN100 (DPHA)) | |
| Hydrogenated Phthalate | (UniHydro® UN899(DINCH)) | |
| Polyester Plasticizer | (UN600 series) | |
| Di(2-ethylhexyl) Maleate | (DOM) | |
| Di(2-ethylhexyl) Sebacate | (DOS) | |
| Epoxidized soybean oil | (ESBO) | |
| Linear plasticizer | (UN200(DnDP)、UN291(911P)、UN380 (810TM)) | |
| Other bio-based plasticizer | (UN9138、UN9375、UN9430、UN9470) | |
| Phthalic Anhydride | (PA) | |
| Acid & Anhydride | Fumaric Acid | (FA) |
| Maleic Anhydride | (MA) | |
| Plastic | PVC | |
| Polyester polyol | ||
| Other Specialty Chemicals | Fatty Esters | |
| Unsaturated Polyester Resins | (UPR) |
3. New Products development
| (1) | Different grades of unsaturated polyester resins | (4) | Fatty ester |
|---|---|---|---|
| (2) | Polyester plasticizer | (5) | Hydrogenated plasticizer |
| (3) | Polyester polyol | (6) | Bio-based plasticizer |
(II)Industry overview
- The current situation and development of the industry
The overall industry structure has adjusted in recent years. In Taiwan, the industry is gradually oriented towards R&D innovation and value-added enhancement. China is moving towards being the world's factory. With the expansion of the China market, the demand for PVC and plasticizers is increasing. The global market has certain demand for low-toxicity and special-purpose plasticizers and they are also our future development goals.
In Taiwan, the manufacturing capacity of plasticizers and acid anhydrides is more than the total demand in the domestic market. Most of the capacity needed to be exported. In recent year, the key export markets were North America, central and South America, Australia markets. UPC's factories in China has developed rapidly. Our Zhongshan Plant, Zhuhai Plant, Zhenjiang Plant, Taizhou Plant, Nanchong Plant and Panjin Plant have been in commercial operations and continued to expand. Besides, UPC produced and sold in the Malaysian factory and developed and exported to Southeast Asia, India, Africa and other emerging markets. This fully demonstrates the implementation of the business vision of the global market.
In addition to Taiwan and China market, in recent year, because of the cheap cost of land the labor, the improving infrastructure and the rapid growth economic, many key countries in ASEAN such as Malaysia, Indonesia, Thailand and Vietnam, etc. have become emerging markets. UPC Chemicals (Malaysia) SDN. BHD is vigorously planning to simultaneously expand its business and sales layout in Southeast Asia market (including India and Africa markets). With the advantages of import tariff exemption between ASEAN countries and rapid supply in the nearest market, it is expected to have significant benefit to future business growth.

- Connection of industry upstream, midstream and downstream
3. The trend of product development and competition situation.
Plasticizer is one of the world's largest manufacturing and consumption plastic additives. It is the maximum consumption and the most important additive for PVC processing. It has an important role in the area of rubber coatings, adhesives and sealing materials, etc. In recent years, the great China area has become an area that manufactures and consumes plasticizers the most. In accordance with the economic growth and technological development, the growth of plasticizer brings new and high requirements to industrial plasticizer. Environmental awareness has been raised worldwide. The packaging for medicine and food, daily necessities, toys and other plastic products has proposed stricter safety requirements for plasticizers. New types of plasticizers such as citric acid esters, raw succinates, epoxy compounds, non-benzene hydrogenated plasticizer, etc. have been favored due to green environmental protection and have good board application prospects.
An increasing number of downstream products have restrictions on phthalic plasticizers, leading many companies to increase the production of dioctyl terephthalate (DOTP). The Company is currently planning to expand the DOTP production capacity in Zhuhai, Taizhou, Panjin and other places, and expand the DINP production line in Taiwan. They will be completed in 2022. The market of various plasticizer has become more and more competitive and the market of some plasticizer has gone down because of the environmental protection regulation. The demand of Non-o-phenyl plasticizer increases rapidly. The demand for plasticizers with green environmental protection increases rapidly and relevant companies enlarge their technology investment. The consumption amount of traditional plasticizers will further go down. However, the Company manufactures various types of environmental protection products and has a big market share (UniHydro® UN899 (DINCH)). This gives the Company a competitive advantage.
The company has committed to the development of various new environmentally friendly and non-toxic plasticizers for many years, and has successfully launched a series of environmentally friendly and bio plasticizer products. In 2017, the Company has big improvement, from R&D to commercialization, on environmentally friendly plasticizer, including successful mass production of UniHydro® UN899 (DINCH) of hydrogenated phthalate plasticizer and epoxidized soybean oil plasticizer. In the next few years, to make further contribution to industry and society, the Company will steadily increase the amount of environmentally friendly plasticizer in replacement of the traditional plasticizer.
The company has committed to the development of various new environmentally friendly and non-toxic plasticizers for many years, and has successfully launched a series of environmentally friendly and bio plasticizer products. In 2017, the Company has big improvement, from R&D to commercialization, on environmentally friendly plasticizer, including successful mass production of UniHydro® UN899 (DINCH) of hydrogenated phthalate plasticizer and epoxidized soybean oil plasticizer. In the next few years, to make further contribution to industry and society, the Company will steadily increase the amount of environmentally friendly plasticizer in replacement of the traditional plasticizer.
(III) Technology and R&D Overview
| 1. R&D Expenditures | |
|---|---|
| 2021 | : Around NT\$ 29,775 thousands |
| 2022 (As of March 31) | : Around NT\$ 6,604 thousands |
-
- Successful development of technology and product
- (1) The new product of unsaturated polyester resin is applied in pilot production and marketing promotion to artificial stone resin.
- (2) The new product of Polyester plasticizer is applied in pilot production and marketing promotion to flexible PVC product.
- (3) The new product of special plasticizer is applied in pilot production and marketing promotion to anti-fogging and temperature resistant products.
- (4) The development of new product of environmentally friendly plasticizer completed. The product has gone into pilot production and customer certification.
- (5) The new product of Polyester polyol is applied in the development, pilot production and promoted to high-level PU product.
-
(6) The development of most suitable production process for new product.
-
The management of intellectual property
The Company continue to expand its scale and introduce new products. Except to the significant increase in the industry's market share, the special plasticizers have gradually developed towards high-performance materials. In addition to the parent company's R&D headquarters in Linyuan; each subsidiary in mainland China has a R&D department. The parent company integrate all resources in R&D activities and make sure all resource is used in the most efficient way. For the long-term development plan, the Company set up a Taiwan R&D center and use this platform to train high-level talents. The Company also develop and establish high-value autonomous technology through industry-university-research cooperation and strategic alliance with major international technology companies and actively develop high value-added products, high-performance materials and special chemicals for petrochemical downstream and related industries. In addition to recurring new talent reserves and improving the R&D system, it is our goal to entrepreneurial sustainable development and cultivation in Taiwan. The trends of R&D are the new generation of green chemicals, such as new varieties with environmentally-friendly characteristics, military applications, or plasticizers with extreme temperature difference and durability; development new process aiming to energy saving or new process technology; and focusing on high-value special chemicals. The Company cooperate with research institutions to develop high-value PVC products and environmentally-friendly plasticizer high-value products. Each R&D result of high-value products of bio-plasticizers jointly developed with research institutions will apply for patent protection. In recent years, several patent rights were granted to the Company.
(IV) The long/short term business development plan
1. Short-term
- To sell the core product and develop the new application and to develop special plasticizers for downstream industries
- Non-phthalic anhydride series plasticizer
- Development of Polyester polyol
- Benzene-free environment friendly plasticizer, UniHydro® UN899, has been produced in the Panjin, Taizhou and Taiwan.
- Expand the production capacity of acid anhydride products and plasticizer products, which is beneficial to increasing the Company's sales.
- Introduce hydrogenation technology and develop benzene-free plasticizer
- Replace 2EH with INA and develop high-carbon chain plasticizer
- Development of Plasticizer special formula
- Increasing sales of PVC
2. Long-term
In order to increase the market share of plasticizers, the Company continues to cultivate the existing markets in South China and East China. It actively increases the customer base in North China, Northeast China, Southwest China and coastal areas, and at the same time, promotes the distributor system to serve customers that have smaller demand for volume to improve business efficiency. The Company strengthens its sales efforts in the ASEAN Free Trade Area, and Europe and North America which has always expected high-quality and value-added products to create more profit and value for the Company, and at the same time develops PVC upstream raw materials to improve product competitiveness.
Ⅱ. Market and Sales Overview
(I) Market Analysis
- Main products sales region
| Unit: NT\$ thousands | ||||
|---|---|---|---|---|
| 2021 | ||||
| Item | Year | Amount | % | |
| Asia | 76,981,049 | 94% | ||
| Export | Other area | 1,748,852 | 2% | |
| Domestic | 3,212,527 | 4% | ||
| Total | 81,942,428 | 100% |
Note: Domestic sales include the sales in Taiwan.
-
The market share: The main product market is in Mainland China, Southeast Asia and Taiwan. The market share in China is around 25% and in Southeast Asia is around 20%.
-
The future supply, demand and its growth.
The Company is the world's largest supplier of acid anhydrides and plasticizers, and the supply of products is unhindered. In recent years, China's environmental protection regulations have become stricter. With changes to the PVC industry structure, we will gradually phase out high-pollution and high-energy-consuming PVC production capacity. The Company's ethylene process is more competitive, and it will further promote environmentally friendly plasticizers and develop niche types to increase the market share in China. At the same time, in order to continue to plan strategically for Thailand, Vietnam, Indonesia and other Southeast Asian markets to enjoy tariff concessions, the Company established local distribution companies in Vietnam and Thailand in 2019. In addition, continuous development of potential markets is the future focus for growth.
- The pros and cons and response strategy to competitive niche and development vision.
(1) Pros
- The company has reached the level of a world-class factory and has cost competitiveness.
- The Company has a 25% market share in Southern China, East China, Southwest China and Northeast China. The Company coordinates the production and sales management of various plant sites for flexibility, and expands its procurement and management of raw materials. The Company has high sensitivity to market conditions and easily grasps the general trend.
- PVC has been put into production smoothly and has a good market feedback. Through the overall layout, the Company has drawn up the best allocation of various sales categories, sales customers, sales regions, etc. The Company has not only maximized the current sales and profits, but also has laid a sound foundation for future expansion. In terms of market conditions, the demand for PVC will continue to grow.
- UPC Chemicals (Malaysia) SDN. BHD has completed its expansion and vigorously expanded its market share in Southeast Asian by taking advantage of the import tariff exemption between ASEAN countries and the convenience among nearby supply.
- Environmental protection requirements (sewage treatment, prohibition of coal burning, conversion to use of natural gas, smell of tail gas) are becoming stricter, which is helpful to the long-term development of the Company's factories.
- The increased energy costs of competitors makes the Company more competitive.
(2) Cons and response strategy
- The labor costs of secondary and tertiary industrial sectors in Taiwan are relatively higher than those in mainland China and Southeast Asia, and the competitiveness is relatively poor. This makes the industry move out and makes the growth of demand shrink.
- Other competitors in China keep expanding their manufacturing capacity in plasticizers, phthalic anhydride, and malic anhydride. This puts the China market in a fierce competition, and makes the product sales difficult, profits lower and profit confession.
The international market has increasingly strict requirements for the certification of import products. For example, EU REACH, K-REACH and India's BIS certification, and exports will be affected.
Response strategy:
- In April 2019, the Company expands 150,000 tons of PCV manufacture capacity. This expansion not only increases the current market share and maximums the profits but also makes the Company move toward a world-class factory.
- In order to expand the plasticizer market, the Company continues to expand the production capacity of DOTP plasticizer in 2022, expanding the existing market share to serve more customers.
- The environmental requirements and CO2 emission standards have become stricter and calcium carbide PVC production will be limited. This is favorable to the Company which adopts ethylene process to produce PVC. The Company uses the PA/MA process reaction heat recovery to produce steam every year. 5 million tonnes of steam can be produced, and 1.156 tonnes of CO2e emissions can be reduced, further improving the efficiency of energy-saving and carbon emissions reduction.
- Through overall layout, the Company planned to add a production line of plasticizer in Southern China in April 2019. The annual manufacture amount in Panjin, Taizhou and Taiwan is 80,000 tons environmental friendly plasticizer. (UniHydro® UN899 (DINCH)) respectively. The Company not only can provide our customer with diversified products but also can lay a foundation to expand the market share.
- Because the labor cost and competitor keeps to increase its manufacture capacity, the market is in a highly competitive situation. The Company will keep to lower our cost by manufacture capacity expansion, manufacture environmentally friendly plasticizer to improve our profits, keep to increase the market share and knock out the competitor with weak competitiveness.
- The Company cooperated with the certification requirements of various countries, and has started to prepare application documents and formally invited the officials from the countries to conduct factory inspection and take samples.
| Products | Main uses | |
|---|---|---|
| Acids and anhydrides |
Phthalic anhydride (PA) | Raw materials for plasticizers, unsaturated polyester resins, dyes, pigments, alkyd resins, paint solvents, insect repellents, pharmaceutical chemistry, resin hardeners |
| Fumaric acid (FA) | Raw materials for unsaturated polyester resins, alkyd resins, paper sizing agents, food souring agents, feed additives, lubricant modifiers, plasticizers, printing inks, aspartic acid |
|
| Maleic anhydride (MA) | Raw materials for unsaturated polyester resin, 1,4-butanediol, alkyd resin, pesticide chemicals, papermaking additives, latex paint vehicle and adhesive, and biodegradable plastics |
|
| General purpose phthalate plasticizer |
Di(2-ethylhexyl) Phthalate (DEHP) |
PVC plasticizer, suitable for hard and soft PVC products, styrofoam, rubber cloth, shoe materials, furniture, water pipes, tape, UL 60 degree wires and cables |
| Diisononyl phthalate (DINP) | PVC plasticizer, suitable for soft PVC products, rubber, rubber cloth, shoe materials, furniture, water pipes, tape, UL 60 degree wires and cables |
|
| Di-(2-propylheptyl)phthalate (DPHP) |
PVC plasticizer, suitable for tape, hose, car leather, sofa leather, UL 70~90 degree wires and cables |
|
| Dibutyl phthalate (DBP) |
PVC plasticizer, suitable for water pipes, plastic boards, celluloid coatings, vinyl floor tiles, polyvinyl acetate adhesives. |
(II) Main application and production process of main products
| Products | Main uses | |
|---|---|---|
| Terephthalate | Di(2-ethylhexyl) | PVC plasticizer, suitable for rubber, tape, plastic floor, |
| plasticizer | Terephthalate (DOTP) | UL 70 degree wires and cable insulation. |
| Trimellitate | Tri(2-EthylHexyl) Trimellitate | PVC plasticizer, suitable for automotive interior |
| plasticizer | (TOTM) | decoration, rubber tape, hose and water pipe, UL 105 |
| degree wires and cables | ||
| Adipate plasticizer | Di(2-ethylhexyl) Adipate | PVC secondary plasticizer, suitable for cling film, soft |
| (DOA) | rubber/tape | |
| Diisononyl adipate | PVC secondary plasticizer, suitable for cling film, soft | |
| (DINA) | rubber/tape | |
| Di-(2-propylheptyl) Adipate | PVC secondary plasticizer, suitable for cling film, soft | |
| (DPHA) | rubber/tape, automobile leather, wires and cables, | |
| Benzene-free | Diisononyl | gloves, water pipes, rubber shoes, drapes PVC plasticizer, benzene-free structural form gives |
| hydrogenated | cyclohexane-1,2-dicarboxylate | products higher safety, especially suitable for products |
| plasticizer | (DINCH) | that come into contact with human body, such as |
| medical equipment, children's toys, food packaging, | ||
| gloves, flooring and other applications. | ||
| Polyester plasticizer | Adipate polyester | PVC plasticizer, suitable for cables, tapes, films, rubbers, |
| oil-resistant boots, oil-resistant pipes, UL 105 degree | ||
| wires | ||
| Linear plasticizer | Didecyl phthalate (DnDP) | PVC plasticizer, suitable for automotive interior |
| decoration, UL 70~90 degree wires and cables, rubber | ||
| tape, shoe soles | ||
| 1,2-Benzenedicarboxylic acid, di-C9-10-11-branched and |
PVC plasticizer, suitable for automobile interior decoration, rubber tape, hose and water pipes, outdoor |
|
| linear alkyl esters (911P) | canvas, UL 70~90 degree wires and cables | |
| Tri (n-octyl, n-decyl) | PVC plasticizer, suitable for car interior, gardening | |
| trimellitate (810TM) | water hoses, UL 105 degree wires and cables | |
| Tri-n-octyl trimellitate | PVC plasticizer, suitable for car interior, gardening | |
| (TNOTM) | water hoses, UL 105 degree wires and cables | |
| Bioplasticizer | Epoxidized soybean oil | PVC plasticizer, suitable for children's toys, materials |
| (ESBO) | come into contact with food, carpets, wallpapers, rubber | |
| tapes, packaging films, drinking water pipes, hoses | ||
| Bis(2-ethylhexyl) Sebacate (DOS) |
PVC plasticizer, suitable for cold-resistant wires and cables, rubber, films, adhesives, food packaging |
|
| materials | ||
| Bio-based Plasticizer | PVC plasticizer, suitable for children's toys, materials | |
| (Vegetable-oil based) | come into contact with food, carpets, wallpapers, rubber | |
| tapes, packaging films, drinking water pipes, hoses | ||
| Bio-based | PVC plasticizer, suitable for children's toys, materials | |
| Plasticizer (Polyester type) | come into contact with food, carpets, wallpapers, rubber | |
| tapes, packaging films, drinking water pipes, hoses | ||
| Polyvinyl chloride | Used in a variety of PVC products, such as pipe fittings, | |
| (PVC) | tapes, plastic bottles, wires and cables, toy shoe materials and high mechanical film, etc. |
|
| Unsaturated polyester resin (UPR) | Thermosetting resin, widely used in handicrafts, | |
| imitation jade/imitation crystal/transparent | ||
| handicrafts, marine resin, glass fiber products, cooling | ||
| water towers, quartz stone, artificial stone, etc. | ||
| Polyester polyol | Widely used in the manufacture of cast polyurethane | |
| elastomers, thermoplastic polyurethanes, polyurethane | ||
| microporous materials and polyurethane foam materials for shoes, such as synthetic leather, adhesives, |
||
| UV coatings, shoe soles, rigid foams, etc. | ||
| Fatty Ester | Cosmetic esters, PVC/PS internal lubricants, textile | |
| lubricants |
2. Production process of main products

(III) The supply status of important raw materials
| Important raw materials | |||||
|---|---|---|---|---|---|
| Name | The supply status | ||||
| 2-Ethyl-hexanol | Domestic supply and import from overseas | Supply Agreement | |||
| Orthoxylene | Domestic supply and import from overseas | Supply Agreement | |||
| ISO-NONYL ALCOHOL | Domestic supply and import from overseas | Supply Agreement |
(IV) The list of suppliers and clients accounting for 10% or more of the Company total procurement (sales) amount in the 2 most recent years.
| 1. The list of suppliers of the 2 most recent fiscal years. | Unit: NT\$ thousands; % | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2021 | |||||||
| Item | Name | Amount | whole year net purchase ratio |
Re p w lat Iss ion ue ith r sh i |
Name | Amount | whole year net purchase ratio |
Re p w lat Iss ion ue ith r sh i |
| 1 | Supplier W | 5,269,341 | 12 | - | Supplier W | 9,836,181 | 12 | - |
| 2 | Others | 37,920,774 | 88 | Supplier E | 9,593,822 | 12 | ||
| 3 | - | Supplier A3 | 8,091,031 | 10 | - | |||
| 4 | Supplier P | 7,514,946 | 10 | |||||
| 5 | Others | 43,721,144 | 56 | |||||
| The net procurement amount |
43,190,115 | 100 | - | The net procurement amount |
78,757,124 | 100 | - |
Note: The explanation of the reason for increases or decreases in the above figures: The main consideration is the market
price and supply amount of suppliers, etc.
- The list of clients of the 2 most recent fiscal years: There is no sales amount of a signal client accounts for 10% of the Company total sales amount in 2020 and 2021.
Unit: NT\$ thousands; %
| 2020 | 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Item | Name | Amount | whole year net sales ratio |
Relationship with Issuer |
Name | Amount | whole year net sales ratio |
Relationship with Issuer |
|
| 1 | Others | 51,866,839 | 100 | - | Others | 81,942,428 | 100 | - | |
| Net sales revenue |
51,866,839 | 100 | - | Net sales revenue |
81,942,428 | 100 | - |
(V) The table of group manufacture capacity, amount and value Unit: Tons / NT\$ thousands
| Year | 2020 | 2021 | ||||
|---|---|---|---|---|---|---|
| Main product | Manufacture | Manufacture | Manufacture | Manufacture | Manufacture | Manufacture |
| capacity | amount | value | capacity | amount | value | |
| Anhydride | 713,500 | 613,167 | 16,982,487 | 713,500 | 623,195 | 14,628,307 |
| Plasticizer | 2,237,000 | 1,424,050 | 37,956,237 | 2,237,000 | 1,465,162 | 56,533,348 |
| P V C | 600,000 | 411,115 | 9,629,688 | 600,000 | 416,312 | 12,826,417 |
| Others | 121,000 | 46,868 | 507,413 | 121,000 | 44,428 | 396,307 |
| Sum | 3,671,500 | 2,495,200 | 65,075,825 | 3,671,500 | 2,549,097 | 84,384,379 |
Note: Production capacity and output are calculated based on the same bulk product
(VI) The table of group sale amount and value Unit: Tons / NT\$ thousands
| Year | 2020 | 2021 | |||
|---|---|---|---|---|---|
| Main product | Amount | Value | Amount | Value | |
| Importation | 9,309 | 268,752 | - | - | |
| Anhydride | Exportation | 248,205 | 5,266,838 | 269,372 | 7,854,656 |
| Importation | 45,548 | 1,689,709 | 46,656 | 2,439,694 | |
| Plasticizer | Exportation | 1,080,749 | 31,014,943 | 1,129,917 | 54,630,868 |
| Importation | - | - | - | - | |
| PVC | Exportation | 372,235 | 9,596,463 | 347,485 | 12,900,175 |
| Importation | 10,825 | 479,833 | 12,974 | 772,833 | |
| Others | Exportation | 105,639 | 3,550,301 | 60,373 | 3,344,202 |
| Sum | Importation | 65,682 | 2,438,294 | 59,630 | 3,212,527 |
| Exportation | 1,806,828 | 49,428,545 | 1,807,147 | 78,729,901 |
Note: Importation means the group's sales amount and sale value in the Taiwan area.
Ⅲ. Employee demographic data for last two years as of the publication date of this annual report
| Year | 2020 | 2021 | As of March 31, 2022 | |
|---|---|---|---|---|
| Taiwan | 222 | 225 | 225 | |
| Number of Employees | Oversea | 1,588 | 1,664 | 1,687 |
| Total | 1,810 | 1,889 | 1,912 | |
| Average Age | 37.9 | 38.37 | 38.29 | |
| Average Years of Service | 8.32 | 8.67 | 8.60 | |
| Ph.D. | 0.33 | 0.21 | 0.21 | |
| Masters | 3.21 | 3.32 | 3.40 | |
| Education distribution ratio (%) |
Bachelor's Degree | 65.01 | 65.49 | 65.32 |
| Senior High School | 23.33 | 22.85 | 22.75 | |
| Below Senior HighSchool | 8.13 | 8.13 | 8.32 |
Ⅳ. The expense of environmental protection
- (I) In the most recent year and as of the date of publication of the annual report, the loss due to environmental pollution and the estimated amount and countermeasures that may occur in the future
- 1.Losses suffered by the Company due to environmental pollution incidents
Currency: New Taiwan Dollar
| Issuance date | Disposition reference number |
The articles of law violation |
The content of the violation | The content of the disposition |
|---|---|---|---|---|
| January 26, 2021 |
Environmental Protection Bureau of Kaohsiung City Government Fei-Chu-Zhi #40-110-010045 |
Subparagraph 1, Paragraph 1, Article 31 of the "Waste Disposal Act" |
The official audit by KH EPB has shown there's lake of records of organic waste liquid (D-1504) by the chemical analysis laboratory. |
\$12,000 Environmental training 4 hours |
| January 26, 2021 |
Environmental Protection Bureau of Kaohsiung City Government Fei-Chu-Zhi #40-110-010046 |
Subparagraph 2, Paragraph 1, Article 31 of the "Waste Disposal Act" |
The official audit by KH EPB has shown the storage of organic waste liquid (D-1504) was not reported in online transmission. |
\$12,000 environmental training 4 hours |
| January 26, 2021 |
Environmental Protection Bureau of Kaohsiung City Government Fei-Chu-Zhi #40-110-010047 |
Subparagraph 1, Paragraph 1, Article 36 of the "Waste Disposal Act" |
The official audit by KH EPB has shown organic waste water (D-1504) was stored in intermediate bulk containers with a closed system, and there was insufficnent facility to prevent rainwater entering or permeating. |
\$12,000 Environmental training 2 hours |
| Issuance date | Disposition reference number |
The articles of law violation |
The content of the violation | The content of the disposition |
|---|---|---|---|---|
| April 6, 2021 | Environmental Protection Bureau of Kaohsiung City Government Fei-Chu-Zhi #40-110-030037 |
Subparagraph 1, Paragraph 1, Article 31 of the "Waste Disposal Act" |
The official audit by KH EPB has shown Waste Plastics (R-0201) reported in November and December 2020 with a reporting defect in the total amount which was more than 10% more than the maximum monthly outputs. |
\$12,000 Environmental training 2 hours |
| April 6, 2021 | Environmental Protection Bureau of Kaohsiung City Government Fei-Chu-Zhi #40-110-030038 |
Subparagraph 2, Paragraph 1, Article 31 of the "Waste Disposal Act" |
The official audit by KH EPB has shown the reporting records were no correct in October to December 2020. |
\$120,000 Environmental training 2 hours |
| April 6, 2021 | Environmental Protection Bureau of Kaohsiung City Government Fei-Chu-Zhi #40-110-030039 |
Article 36 of the "Waste Disposal Act" |
The official audit by KH EPB has shown the wrong labels applied on A-3201 and A-3301, the name, storage date, quantity, composition, and logo of the waste are not correct. |
\$60,000 environmental training 2 hours |
| April 6, 2021 | Environmental Protection Bureau of Kaohsiung City Government Fei-Chu-Zhi #40-110-030040 |
Article 36 of the "Waste Disposal Act" |
The official audit by KH EPB has shown the waste ash and slag was not analysised every six-months. |
\$162,150 Environmental training 2 hours |
| April 27, 2021 | Environmental Protection Bureau of Kaohsiung City Government Kong-Chu-Zhi #20-110-040006 |
Subparagraph 1, Paragraph 1, Article 32 of the "Air Pollution Control Act " |
The official audit by KH EPB has shown a fire happened in Linyuan plant on January 29, 2021. |
\$5,000,000 Environmental training 8 hours |
| June 5, 2021 | Environmental Protection Bureau of Kaohsiung City Government Du-Zhi #34-110-060003 |
Paragraph 1, Article 38 of the Toxic and Concerned Chemical Substances Control Act |
Transporters of toxic and concerning chemicals did not fully comply with the registration requirement for the national transportation permit. |
\$60,000 Environmental training 2 hours |
| June 25, 2021 | Environmental Protection Bureau of Kaohsiung City Government Du-Chu-Zhi #34-110-060003 |
Paragraph 1, Article 41 of the Toxic and Concerned Chemical Substances Control Act |
Chemical leakage of toxic and concerning chemicals was not escalated and reported to EPB within 30 minutes. |
\$1,100,000 Environmental training 2 hours |
| July 29, 2021 | Environmental Protection Bureau of Kaohsiung City Government Kong-Chu-Zhi #20-110-070016 |
Subparagraph 1, Paragraph 1, Article 32 of the "Air Pollution Control Act " |
Waste air emergency emission caused by rupture-disk busted. |
\$900,000 Environmental training 2 hours |
- Estimation of possible expenses that could be incurred currently and in the future and measures being or to be taken:
There have been inspections of suspected cases of environmental pollution waiting for future instructions from the Environmental Protection Bureau in 2021. To reduce the concern from the Environmental Protection Bureau and the public, the Company has made following correction measures and response strategies to the above deficiencies.
- (1) Enforce operation safety management to prevent abnormal incidents and potential hazard.
- Regular audit and self inspection
- The supervisors adopt management by walking around, reports on-site abnormalities, and follow up improvements
- (2) Audit and inspect the comparison of waste report information to improve the accuracy of report:
- Training to reporting staff.
- Adding waste treatment application audit and inspection.
-
Improving reporting system.
-
(3) Strengthen the management of environmental protection report and increase the early warning of report deadline
- (4) Plan routine inspection of internal equipment components; cooperate with third-party external inspection and regular maintenance to reduce VOC emissions from equipment components.
- (5) Continue to improve the regulation searchability and update the internal audit regulation; implement to report the change of number in the permit and in compliance with on-site operations (for example implementation condition audit on the air pollution permit).
(V) Hazardous substances prohibition management and relevant information
To fulfill corporate responsibility and to avoid the highly development of industry and human activity will cause the significant major pollution and environmental pollution. All manufacture spot has passed ISO9001 Quality Management System / ISO 14001 Environmental Management System / OHSAS 18001 & TOSHMS Occupational Safety and Health Management System Verification / ISO50001 (Energy Management System). In addition, after the Company adopts ISO14061-1 greenhouse gas CO2 reduction target, the Company target at least 1% reduction in greenhouse gas unit emissions per unit of revenue per year. This is for health maintenance and environmental safety and to manufacture more environmentally friendly product. The Company complies with the requirements to chemical substances of each and every nation and customer, and the Company strictly requires our suppliers to prevent or limit the supply of monitoring hazard chemicals. All of the Company's products are complied with relevant regulations such as EU RoHS 2.0 Directive and REACH Substances of Very High Concern (SVHC). Under the leadership of current and former general managers and the efforts of all colleagues, the Company has established a considerable scale and continuous updating its organization structure and equipment and the human quality, testing technology and data quality have also been improved. Base on the existing basis, the Company continuously moves forward to the goal of sustainable management and green product management.
Specific facts:
-
- In addition to regular business inspection, every January the Company engages fair examine institution, with the aim of compliance, to analyze the environmental pollutants such as high-concentration compounds to check whether the product is compliance with the requirement of green environmental management substance. Provide customer with product technology support anytime. In the recent fiscal year, the Company purchased GC-MS gas chromatography mass spectrometer and HPLC liquid chromatography instrument inspection equipment. The Company use the more precise method to prevent the hazardous substance polluting the product.
-
- The Company regularly engage qualified inspection company to inspect the compliance of factory air pollution, wastewater emission, waste disposal, toxic chemical management and noise control.
V. Labor Relations
(I) Employee welfare and pension system
Since the Company was established, the Company has been valuing the employee welfare and people development, which are cornerstones to make sustainable business growth. With this belief, how to keep employees engaged and motivated, the Company has been pouring a lot of resources in employee compensation & benefits, workplace safety, employee healthcare, training and development, etc. Thus, keeping our business growing, profitable for the past decades, one of the keys is attributed to the cohesive workforces exerting teamwork to make our business successful.
After declaration of the end of martial law, the society and political structure have changed rapidly and labor autonomy awareness arose. The Company labor union is established in the early of 1988 and the Company holds a positive attitude to it. It will bring positive impact both to the Company and the employee to reach the mutual agreement by bilaterial communication. The Company adheres to its principles to continue issuing employee stock options and buying back shares for employees to subscribe to, greatly improving the real interests of employees. The implementation encourages all employees to
actively engage in work as shareholders, a clever way to take into account the interests of both employees and investors for balanced development.
The Company will continue to uphold its belief in measures such as review and improvement of the company systems, employee training, active communication, promotion of collaboration and improvement of safety and welfare. Please refer to the 2021 ESG and ESG Reports on employee relations in workplace co-prosperity, workplace safety management and employee health.
The Company establishes its employee retirement system in accordance with the Labor Standards Act. All employees in Taiwan are eligible for the following practices based on their service tenures under either the new or old measurement:
- Employees adopting the old pension system An employee pension supervision and management committee was established, which allocates more than 2% of the total salary of the employees using the old system to the statutory pension fund account of the Bank of Taiwan in accordance with the Labor Standards Act.
-
- Employees adopting the new pension system From 1 July, 2005, in accordance with Labor Pension Act, the Company will contribute "6 percent of the worker's monthly wage" and "voluntary contribution to the labor pension from their monthly wages "to the personal pension funds account in Bureau of Labor Insurance of the seniority in new system.
-
- When employees retire, the Company holds a farewell party and invites coworkers to get together and offer retirement farewell wishes and blessings.
-
- The Company gives retirement commemorative gold coin and gifts to express gratitude to employees for their contributions.
-
- The Company applies the following rules in accordance with the Labor Standards Act and Labor Pension Act:
- (1)Employees can request for retirement once meet one of the following conditions. If they choose to adopt the Labor Pension Act, the regulations of the Act shall apply.
- A.Have served for more than 15 years and reached the age of 55.
- B. Those who have worked for more than 25 years.
- C. Have served for more than 10 years and reached the age of 60.
- (2)The Company shall not force employees to retire unless they have one of the following circumstances. A. Those who are over sixty-five years old.
- B. Physically and mentally handicapped and become unsuitable for work.
With respect to the age specified in the above subparagraph 1, the business unit may apply to the central authority for the changes to jobs that have risks and require physical strength. However, the age restriction should not be lowered to less than 55 years old.
- (3)Criteria for payment of worker pensions
- A. For service tenure before or after the adoption of the Labor Standards Act, or the service tenure defined under the Labor Pension Act which selects to continue to be covered by the pension regulations of the Labor Standards Act or maintain the eligibility for the Labor Pension Act, the pension payments will be given in accordance with Article 84-2 and Article 55 of the Labor Standards Act.
- B. Those who have the work tenure mentioned in the preceding paragraph and are eligible for mandatory retirement in accordance with Subparagraph 2, Paragraph 1, Article 54 of the Labor Standards Act, will receive additional 20% in pension payments in accordance with Subparagraph 2, Paragraph 1, Article 55 of Labor Standards Act if they suffer from mental and physical disability due to the performance of their duties.
- C. For employees who are eligible for the requirements of the Labor Pension Act, the Company allocates 6% of the employee's monthly salary to the personal pension account on a monthly basis.
- (4)Pension payment
The Company shall pay employees' pensions within 30 days of the employees' retirement.
In view of rapid change of market, the Company together with employees have been striving to improve efficiency and effectiveness on all aspects of operations so as to achieve business goals. We believe that maintaining harmonious relationships with employees is based on mutual trust, mutual cooperation, and mutually beneficial relations.
Nowadays, due to the economic transformation for domestic market, building up and maintaining a harmonious relationship between employer and employee is significant important. Otherwise, it is difficult to overcome the various challenges facing the market internationalization and trade liberalization. Looking on the bright side, by constructive dialogues between the management and the Union, both parties have learned a lot of great lessons from each other. This is a solid foundation on which holds the employer-employee together, and it is estimated that the labor disputes leading to the possibility of loss is very low in the future.
(II) The employee training and development
The Company values employees as an important asset. Hence, employee training and development program is a key portion of business operations. Following the organizational visions, missions, and strategies, we establish the talent development strategy and the training system. To achieve the the goal, we aim for providing integrative learning resources to enhance their knowledge, skills, and performances. Encouraging employees to continuously learn new knowledge and experience is a motivator of advancement and innovation, which ultimately may improve the work efficiency and create a better learning environment. There has been a training and development policy available in place, providing employees with varieties of training programs. All employees have to earn 12 or more training credits which are based on their professional and managerial level every year. Combining organizational goals with individual career plan, one of the promotion criteria is related with the training credits. The total training hours in 2021 is 4,900.5 hours with 1,438 people taking the training, and the average training hours of each employee is 21.7. With regard to the safety and health training, the total training hours is 2,249 with total 660 participants and the average training hours 10 per person.The training programs include:
- General training. Applied to all levels of employees such as proprietary information protection, performance management, etc.
- Professional training: Technical and professional training required for each function, such as equipment or process technology, accounting, finance, information technology, etc.
- Managerial training: An individual development plan according to the development needs for each manager, including management and leadership programs for junior and middle-level supervisors and coaching skills.
- EHS training: Safety and health training, industrial safety training, disaster prevention drill, and other courses regulated by law.
- New employee orientation: Accelerating new employee to assmiliate new environment, it gives new employee a whole picture about company culture, business philosophy, management rules, etc.
- Employee's code of conduct training: In compliance with company business ethics and conducts, all of employees are required to take the training once a year, which is also applied to the new employee orientation.
- Experience sharing: After training, employees who attend the training course shall share their learning to those not attending the training. It is not only reinforcing employee's learning efficacy but also improving their's summarizing and presentation skills.
- (III) During 2020 and as of 30 April, 2021, does the Company suffer any losses from labor dispute: None.
The estimated amount and mitigation plan to current and future labor dispute – The possibility of suffering loss from labor disputes is very low since we have maintained a good labor relationship with the Union and employees.
VI. Information Security Management
(I) Cybersecurity risk management structure
The Company aims to build a strict and effective information defensive security. According to the information security risk management structure, the Information Security Management Committee has established an information security task force, an emergency response task force, and an audit task force. The Information Security Management Committee coordinates the formulation, implementation, risk management, regulatory compliance and auditing of information security and related policies. The audit supervisor supervises the implementation of information security operations and evaluates the effectiveness of the information security risk management measures of the entire corporate group, and
regularly reports to the board on the effectiveness of the operations and systems of the overall information security management organization.
(II) Cybersecurity policy, specific management plan, and the resources committed to cybersecurity management
In order to effectively carry out the information security policy, the Company has appointed a chief information security officer and established a dedicated information security unit that has a supervisor and at least two full-time specialists responsible for information security-related monitoring and the implementation of various management plans formulated by the Information Security Management Committee.
The Company complies with the relevant laws and regulations to formulate information security management regulations in accordance with the ISO27001 framework, and provides appropriate protection measures for the Company's information assets to ensure its confidentiality, integrity, availability and regulatory compliance. The Company regularly holds information security training courses and disseminates its information security policy. It formulates an information security management plan summarizing the implementation of the corporate group's plan and important incidents to be reported to the top executive handling information-related matters.
In order to reinforce information security protection capabilities, the Company commissions a professional information security consulting company to regularly perform vulnerability scans to identify potential risks for correction and conduct social engineering drills of the email system.
The Company implements information security training sessions of more than 3 hours for each employee every year. In 2021, the training courses on information security protection and introduction to information security were made available to all employees. A total of 1,597 people participated for a completion rate of 100% for each company. Each member of the dedicated information security unit took at least 16 hours of professional information security training.
Our audit department audited the operations of information security system and found no significant deficiency in 2021.
(III) The losses and possible impacts suffered from major information security incidents and the countermeasures in 2021 to the date of publication of the annual report: None.
| The nature of the | Party | Effective and expiration | Key terms and conditions | Restrictive |
|---|---|---|---|---|
| agreement | date | covenants | ||
| Joint delegation guarantee agreement (including the agreement of corporate bond performance guarantee) |
1. Mega International Commercial Bank (Lead manager), 2. Bank of Taiwan, 3. First Commercial Bank, 4. Hua Nan Commercial Bank Ltd., 5. The Shanghai Commercial & Savings Bank Ltd., 6. Chang Hwa Commercial Bank Ltd., 7. Taiwan Cooperative Bank, 8. E. Sun Commercial Bank Ltd. |
From December 10, 2018 to the date that the principal and other payable subordinated debts are fully repaid in according to the issuance regulation of corporate debt. |
To repay the existing loans to financial institutions, the Company proposed to issue corporate bonds, and apply to the joint guarantee bank group for a guarantee loan of total amount NT\$6, 057 million. |
In accordance with the agreement. |
| Long-term raw material supply contract |
ExxonMobil Chemical Asia Pacific |
From January 1, 2021 to December 31, 2030. |
To obtain stable supply and advantageous prices of raw materials, the Company strengthen its flexibility in raw material scheduling to protect and expand its market share and develop new markets Enter into long-term plasticizer raw material supply agreement. |
None |
VII. Important agreements March 31, 2022
Financial Status
Ⅰ. Condensed balance sheets and statements of comprehensive income for the past 5 fiscal years
(I) Condensed balance sheets - IFRSs (Consolidated) Unit: NT\$ thousands
| Year | Financial information for the past 5 fiscal years | |||||
|---|---|---|---|---|---|---|
| Item | 2017 | 2018 | 2019 | 2020 | 2021 | |
| Current assets | 20,601,738 | 20,662,769 | 18,684,583 | 16,739,193 | 22,296,269 | |
| Property, Plant and Equipment | 15,459,853 | 17,072,617 | 16,362,557 | 15,725,460 | 15,711,926 | |
| Intangible assets | 7,448 | 7,364 | 5,369 | 15,544 | 10,797 | |
| Other assets | 8,940,940 | 8,027,099 | 10,104,488 | 11,720,440 | 15,752,852 | |
| Total assets | 45,009,979 | 45,769,849 | 45,156,997 | 44,200,637 | 53,771,844 | |
| Before distribution | 15,075,247 | 10,529,011 | 10,641,914 | 5,920,830 | 8,647,824 | |
| Current liabilities | After distribution | 16,254,805 | 10,785,778 | 10,908,384 | 7,213,178 | 9,959,655 |
| Non-current liabilities | 8,670,826 | 15,466,775 | 13,943,367 | 13,325,106 | 15,227,283 | |
| Before distribution | 23,746,073 | 25,995,786 | 24,585,281 | 19,245,936 | 23,875,107 | |
| Total liabilities | After distribution | 24,925,631 | 26,252,553 | 24,851,751 | 20,538,284 | 25,186,938 |
| parent | Equity attributable to shareholders of the | 21,263,906 | 19,774,063 | 20,571,716 | 24,954,701 | 29,896,737 |
| Capital stock | 11,995,571 | 12,939,216 | 13,323,476 | 13,323,476 | 13,477,765 | |
| Capital surplus | 1,147,117 | 1,301,779 | 1,327,147 | 1,361,372 | 1,388,431 | |
| Retained earnings | Before distribution | 6,038,556 | 5,190,730 | 4,401,136 | 6,555,946 | 7,837,286 |
| After distribution | 3,915,353 | 4,548,813 | 4,134,666 | 5,263,598 | 6,525,455 | |
| Other equity interest | 2,400,287 | 533,639 | 1,519,957 | 4,168,000 | 7,632,196 | |
| Treasury stock | (317,625) | (191,301) | - | (454,093) | (438,941) | |
| Non-controlling interest | - | - | - | - | - | |
| Total equity | Before distribution | 21,263,906 | 19,774,063 | 20,571,716 | 24,954,701 | 29,896,737 |
| After distribution | 20,084,348 | 19,517,296 | 20,305,246 | 23,662,353 | 28,584,906 |
(Ⅱ) Condensed balance sheets - IFRSs (Individual) Unit::NT\$ thousands
| Year | Financial information for the past 5 fiscal years | |||||
|---|---|---|---|---|---|---|
| Item | 2017 | 2018 | 2019 | 2020 | 2021 | |
| Current assets | 1,763,597 | 2,354,058 | 1,890,844 | 1,398,394 | 2,672,228 | |
| Property, Plant and Equipment | 1,581,872 | 1,832,501 | 1,931,794 | 1,872,916 | 2,018,255 | |
| Intangible assets | - | - | - | - | - | |
| Other assets | 30,076,800 | 30,311,552 | 30,650,668 | 35,356,134 | 41,346,181 | |
| Total assets | 33,422,269 | 34,498,111 | 34,473,306 | 38,627,444 | 46,036,664 | |
| Before distribution | 5,269,105 | 867,184 | 512,972 | 556,222 | 1,245,729 | |
| Current liabilities | After distribution | 6,448,663 | 1,123,951 | 779,442 | 1,848,570 | 2,557,560 |
| Non-current liabilities | 6,889,258 | 13,856,864 | 13,388,618 | 13,116,521 | 14,894,198 | |
| Before distribution | 12,158,363 | 14,724,048 | 13,901,590 | 13,672,743 | 16,139,927 | |
| Total liabilities | After distribution | 13,337,921 | 14,980,815 | 14,168,060 | 14,965,091 | 17,451,758 |
| Capital stock | 11,995,571 | 12,939,216 | 13,323,476 | 13,323,476 | 13,477,765 | |
| Capital surplus | 1,147,117 | 1,301,779 | 1,327,147 | 1,361,372 | 1,388,431 | |
| Retained earnings | Before distribution | 6,038,556 | 5,190,730 | 4,401,136 | 6,555,946 | 7,837,286 |
| After distribution | 3,915,353 | 4,548,813 | 4,134,666 | 5,263,598 | 6,525,455 | |
| Other equity interest | 2,400,287 | 533,639 | 1,519,957 | 4,168,000 | 7,632,196 | |
| Treasury stock | (317,625) | (191,301) | - | (454,093) | (438,941) | |
| Total equity | Before distribution | 21,263,906 | 19,774,063 | 20,571,716 | 24,954,701 | 29,896,737 |
| After distribution | 20,084,348 | 19,517,296 | 20,305,246 | 23,662,353 | 28,584,906 |
| (III) Condensed statements of comprehensive income - IFRSs (Consolidated) | ||||
|---|---|---|---|---|
| Year | Financial information for the past 5 fiscal years | ||||
|---|---|---|---|---|---|
| Item | 2017 | 2018 | 2019 | 2020 | 2021 |
| Operating revenue | 50,600,125 | 61,258,498 | 62,714,942 | 51,866,839 | 81,942,428 |
| Gross profit | 3,860,351 | 3,402,613 | 2,061,054 | 4,634,711 | 5,138,576 |
| Operating income (loss) | 1,994,912 | 1,078,286 | (354,188) | 2,273,210 | 2,447,889 |
| Non-Operating Income and Expenses | 939,368 | (129,407) | 175,555 | 410,070 | 320,981 |
| Pre-Tax Income (loss) | 2,934,280 | 948,879 | (178,633) | 2,683,280 | 2,768,870 |
| Continuing department Net Income (Loss) |
2,342,413 | 753,610 | (140,376) | 2,134,320 | 2,147,462 |
| Loss from the discontinued department |
- | - | - | - | - |
| Net Income (Loss) | 2,342,413 | 753,610 | (140,376) | 2,134,320 | 2,147,462 |
| Other comprehensive income (net income) |
1,107,331 | (1,495,817) | 979,017 | 2,935,003 | 3,890,422 |
| Total comprehensive income or loss | 3,449,744 | (742,207) | 838,641 | 5,069,323 | 6,037,884 |
| Net income (Loss) attributable to shareholders of the parent |
2,342,413 | 753,610 | (140,376) | 2,134,320 | 2,147,462 |
| Net income attributable to non-controlling interest |
- | - | - | - | - |
| Comprehensive income attributable to Shareholders of the parent |
3,449,744 | (742,207) | 838,641 | 5,069,323 | 6,037,884 |
| Comprehensive income attributable to non-controlling interest |
- | - | - | - | - |
| Earnings per share (Note) | 2.02 | 0.59 | (0.11) | 1.62 | 1.66 |
Unit: Except the unit of earnings per share is in new Taiwan dollar, other numbers are thousands of New Taiwan dollars.
Note: Earnings per share is prepared based on the financial report audited by certified public accountant in each year.
(Ⅳ) Condensed statements of comprehensive income - IFRSs (Individual)
Unit: Except the unit of earnings per share is in new Taiwan dollar, other numbers are thousands of New Taiwan dollars.
| Year | Financial information for the past 5 fiscal years | ||||||
|---|---|---|---|---|---|---|---|
| Item | 2017 | 2018 | 2019 | 2020 | 2021 | ||
| Operating revenue | 4,727,014 | 4,589,175 | 4,611,581 | 4,439,090 | 5,686,456 | ||
| Gross profit | 577,572 | 484,137 | 357,197 | 589,289 | 431,478 | ||
| Operating income (loss) | 162,840 | 92,365 | 21,446 | 150,120 | (3,615) | ||
| Non-Operating Income and Expenses | 2,193,456 | 679,195 | (139,535) | 1,985,188 | 2,178,845 | ||
| Pre-Tax Income (loss) | 2,356,296 | 771,560 | (118,089) | 2,135,308 | 2,175,230 | ||
| Continuing department Net Income (Loss) |
2,342,413 | 753,610 | (140,376) | 2,134,320 | 2,147,462 | ||
| Loss from the discontinued department |
- | - | - | - | - | ||
| Net Income (Loss) | 2,342,413 | 753,610 | (140,376) | 2,134,320 | 2,147,462 | ||
| Other comprehensive income (net income) |
1,107,331 | (1,495,817) | 979,017 | 2,935,003 | 3,890,422 | ||
| Total comprehensive income or loss | 3,449,744 | (742,207) | 838,641 | 5,069,323 | 6,037,884 | ||
| Earnings per share (Note) | 2.02 | 0.59 | (0.11) | 1.62 | 1.66 |
Note: Earnings per share is prepared based on the financial report audited by certified public accountant in each year.
| Year | Name of CPA | Name of CPA firm | Auditing opinions |
|---|---|---|---|
| 2017 | Kuo, Wen-Chi、Liu, Chien-Liang | Deloitte & Touche | Unqualified opinion |
| 2018 | Kuo, Wen-Chi、Lee, Cheng-Ming | Deloitte & Touche | Unqualified opinion |
| 2019 | Kuo, Wen-Chi、Lee, Cheng-Ming | Deloitte & Touche | Unqualified opinion |
| 2020 | Lee, Cheng-Ming, Lin, Wen-Chin | Deloitte & Touche | Unqualified opinion |
| 2021 | Liu, Chien-Liang, Lin, Wen-Chin | Deloitte & Touche | Unqualified opinion |
(Ⅴ) Names of auditing CPAs and audit opinions for the past five fiscal years
Ⅱ. Financial analysis for the past 5 fiscal years
(I) Financial analysis - IFRSs (consolidated)
| Year | Financial analysis for the past 5 fiscal years | |||||
|---|---|---|---|---|---|---|
| 2017 | 2018 | 2019 | 2020 | 2021 | ||
| Debt to asset ratio | 52.8 | 56.8 | 54.4 | 43.5 | 44.4 | |
| Analysis Item Financial structure(%) Solvency (%) Operating performance Profitability Cash flow Leverage |
Ratio of long-term capital to property, plant and equipment |
193.6 | 206.4 | 210.9 | 243.4 | 287.2 |
| Current ratio | 136.7 | 196.2 | 175.6 | 282.7 | 257.8 | |
| Quick ratio | 73.3 | 94.6 | 95.1 | 152.7 | 126.0 | |
| Interest Coverage ratio | 893.5 | 316.4 | 55.9 | 1,079.1 | 1,284.8 | |
| A/R turnover rate (times) | 15.1 | 16.2 | 16.1 | 13.4 | 18.4 | |
| Average collection days | 24.1 | 22.5 | 22.7 | 27.2 | 19.9 | |
| Inventory turnover rate (times) | 7.3 | 7.2 | 8.0 | 7.5 | 10.6 | |
| Payable turnover ratio (times) | 19.0 | 19.7 | 18.1 | 17.4 | 34.4 | |
| Average days in sales | 50.3 | 50.8 | 45.6 | 48.4 | 34.5 | |
| Property, plant, and equipment turnover rate (times) |
3.5 | 3.8 | 3.8 | 3.2 | 5.2 | |
| Total assets turnover (time) | 1.2 | 1.3 | 1.4 | 1.2 | 1.7 | |
| Return on assets (%) | 6.5 | 2.4 | 0.4 | 5.3 | 4.8 | |
| Return on equity (%) | 11.8 | 3.7 | (0.7) | 9.4 | 7.8 | |
| Pre-tax income to paid-in capital (%) |
24.5 | 7.3 | (1.3) | 20.1 | 20.6 | |
| Net profit margin (%) | 4.6 | 1.2 | (0.2) | 4.1 | 2.6 | |
| Earnings per share (NT\$) | 2.02 | 0.59 | (0.11) | 1.62 | 1.66 | |
| Cash flow ratio (%) | 8.5 | 6.0 | 41.2 | 58.2 | * | |
| Cash flow adequacy ratio (%) | 59.2 | 38.3 | 49.8 | 56.5 | 45.5 | |
| Cash reinvestment ratio (%) | 1.5 | * | 8.8 | 6.1 | * | |
| Operating leverage ratios | 1.7 | 2.8 | * | 1.9 | 1.8 | |
| ratios | Financial leverage ratios | 1.2 | 1.7 | * | 1.1 | 1.1 |
Note: Earnings per share is prepared based on the financial report audited by certified public accountant in each year.
Explanation of the changes in financial ratios over the past 2 fiscal years (increase/decrease more than 20%) 1. Accounts receivable turnover ratio, average collect days: The increase in the price of main products and the increase in sales revenue lead to an increase in turnover ratio and a decrease in days for collection.
-
Inventory turnover ratio, average inventory turnover days: Mainly the increase in product cost, the increase in the cost of goods sold leads to an increase in the turnover ratio and a decrease in days on sale.
-
Accounts payable turnover ratio: The increase in the cost of goods sold leads to an increase in the turnover ratio.
-
Property, plant and equipment turnover ratio and total asset turnover ratio: Net sales increase leads to the increase in the ratios.
-
Profit margin: The increase in selling price is less than the increase in cost, resulting in a decrease in gross profit margin.
-
Cash flow ratio, cash flow reinvestment ratio: Not shown because the 2021 operating activities are considered net cash used.
*The number is negative. Therefore, it is not listed.
| Year | ||||||
|---|---|---|---|---|---|---|
| Financial analysis for the past 5 fiscal years Analysis Item 2017 2018 2019 2020 |
2021 | |||||
| Financial | Debt to asset ratio | 36.4 | 42.7 | 40.3 | 35.4 | 35.1 |
| structure(%) | Ratio of long-term capital to property, plant and equipment |
1,779.7 | 1,835.2 | 1,758.0 | 2,032.7 | 2,219.3 |
| Current ratio | 33.5 | 271.5 | 368.6 | 251.4 | 214.5 | |
| Solvency (%) | Quick ratio | 12.8 | 89.2 | 128.5 | 98 | 79.6 |
| Interest Coverage ratio | 2,367.1 | 704.6 | 14.0 | 1,804.4 | 1,822.5 | |
| A/R turnover rate (times) | 12.1 | 11.1 | 10.7 | 10.8 | 10.6 | |
| Average collection days | 30.2 | 32.9 | 34.1 | 33.8 | 34.4 | |
| Inventory turnover rate (times) | 4.4 | 3.2 | 3.2 | 3.8 | 4.4 | |
| Operating | Payable turnover ratio (times) | 9.0 | 7.6 | 9.5 | 11.8 | 10.6 |
| performance | Average days in sales | 83.0 | 114.1 | 114.1 | 96.1 | 83.0 |
| Property, plant, and equipment turnover rate (times) |
3.0 | 2.7 | 2.5 | 2.3 | 2.9 | |
| Total assets turnover (time) | 0.2 | 0.1 | 0.1 | 0.1 | 0.1 | |
| Return on assets (%) | 8.0 | 2.6 | 0.1 | 6.2 | 5.4 | |
| Return on equity (%) | 11.8 | 3.7 | (0.7) | 9.4 | 7.8 | |
| Profitability | Pre-tax income to paid-in capital (%) | 19.6 | 6.0 | (0.9) | 16.0 | 16.1 |
| Net profit margin (%) | 49.6 | 16.4 | (3.0) | 48.1 | 37.8 | |
| Earnings per share (NT\$) | 2.02 | 0.59 | (0.11) | 1.62 | 1.66 | |
| Cash flow ratio (%) | 6.2 | * | 53.5 | 142.7 | * | |
| Cash flow | Cash flow adequacy ratio (%) | 61.7 | 21.9 | 26.9 | 30.0 | 8.1 |
| Cash reinvestment ratio (%) | * | * | 0 | 1.3 | * | |
| Leverage | Operating leverage ratios | 1.6 | 3.3 | 7.9 | 2.2 | * |
| ratios | Financial leverage ratios | 2.8 | * | * | 6.0 | * |
(II) Financial analysis - IFRSs (Individual)
Note: Earnings per share is prepared based on the financial report audited by certified public accountant in each year.
Explanation of the changes in financial ratios over the past 2 fiscal years (increase/decrease more than 20%)
-
Property, plant and equipment turnover ratio: An increase in sales revenue leads to the increase in the ratio.
-
Profit margin: Due to the decrease in gross profit margin.
-
Cash flow ratio, cash flow reinvestment ratio: Not shown because the 2021 operating activities are considered cash used. 4. Cash flow adequacy ratio: Five-year cash flow from operating activities has decreased, and the capital expenditures, inventory additions and cash dividends increased, leading to the decrease in the ratio.
-
Operating leverage and financial leverage: Not listed due to the operating losses in 2021.
*The number is negative, therefore, it is not listed.
The calculation formula of the financial ratio is as below:
- Financial structure
(1) Debits ratio: total liabilities / total assets
(2) Long term capital to property, plant and equipment = (total equity + non-current liabilities) / the net value of property, plant and equipment.
- Solvency
(1) Current ratio = current assets / current liabilities.
(2) Quick ratio = (current assets – inventories – prepaid expenses) / current liabilities.
(3) Interest coverage ratio = income before tax and interest / interest expenses in this current term.
- Operating performance
(1) Receivable (including accounts receivables and notes receivables aroused from operation) turnover ratio= net sale / the balance of average accounts receivable in each term (including accounts receivables and notes receivables aroused from operation).
(2) Average collection days = 365 / Receivable turnover
(3) Average inventory turnover = cost of goods sold / average inventory
(4) Payable (including accounts payables and notes payables aroused from operation) turnover ratio= cost of goods sold / the balance of average accounts payables in each term (including accounts payables and notes payables aroused from operation).
(5) Average sales days = 365 / inventory turnover
(6) Property, plant and equipment turnover ratio = net sales / average net property, plant and equipment.
(7) Total assets turnover rate = net sale / average assets
- Profitability
(1) Return on assets = (net income + interest expenses *(1-tax rate)) / average assets
(2) Return on equity = net income / average owner's equity
(3) Net profit margin = net income / net sales
(4) Earnings per share = Consolidated net income attributed to stockholders of the Company – earnings of preferred stock) / weighted average shares issued 5. Cash flow
(1) Cash flow ratio = net cash inflow from operating activities / current liabilities.
(2) Cash flow adequacy ratio = cash inflow from operating activities in the last five years / the investment expenditures, increase of
inventories, and cash dividends of the last five years.
(3) Cash reinvestment ratio = (cash inflow from operating activities – cash dividends) / (gross property, plant and equipment + long-term investments+other noncurrent assets+working capital)
- Leverage
(1) Operating leverage = (net sales – variable costs) / operating income.
(2) Financial leverage = operating income / (operating income – interest expenses).
Ⅲ. The audit committee's report to the most recent annual financial statement
UPC Technology Corporation
The audit committee's report
The board of directors prepares and submits 2021 financial statements (from 1 January, 2021 to 31 December, 2021) which have been audited by two attesting CPA, Lee, Cheng-Ming, Lin, Wen-Chin of Deloitte & Touche and the 2021 business report and earning distribution schedule that are inspected to be compliance with the Company Act and relevant regulations by audit committee and prepare report in accordance with Article 14-4 of Securities and Exchange Act and Article 219 of the Company Act.
Sumitted to 2021 Shareholders' Meeting of UPC Technology Corporation
UPC Technology Corporation Convener of the audit committee: Wang, Paul P. March 8, 2022
- Ⅳ. The financial statements for the most recent fiscal year: Attachment 1 (P108~198)
- Ⅴ. The audited financial statements of separate entity for the recent fiscal year: Attachment 2 (P.199~274)
- VI. If the company or its affiliates have experienced financial difficulties in the latest fiscal year or as of the date of annual report, the company should explain how the difficulties will affect the company's financial situation: None.
Financial status, operating results, and risk management review
Ⅰ. Financial Status Analysis Unit: NT\$ thousands
| Year | Difference | |||
|---|---|---|---|---|
| Item | 2021 | 2020 | Amount | % |
| Current assets | 22,296,269 | 16,739,193 | 5,557,076 | 33 |
| Property, Plant and Equipment | 15,711,926 | 15,725,460 | (13,534) | (0) |
| Other Assets | 15,763,649 | 11,735,984 | 4,027,665 | 34 |
| Total assets | 53,771,844 | 44,200,637 | 9,571,207 | 22 |
| Current liabilities | 8,647,824 | 5,920,830 | 2,726,994 | 46 |
| Non-Current liabilities | 15,227,283 | 13,325,106 | 1,902,177 | 14 |
| Total liabilities | 23,875,107 | 19,245,936 | 4,629,171 | 24 |
| Capital stock | 13,477,765 | 13,323,476 | 154,289 | 1 |
| Additional paid-in capital | 1,388,431 | 1,361,372 | 27,059 | 2 |
| Retained earnings | 7,837,286 | 6,555,946 | 1,281,340 | 20 |
| Other equity | 7,632,196 | 4,168,000 | 3,464,196 | 83 |
| Treasury Stock | (438,941) | (454,093) | 15,152 | 3 |
| Non-Controlling Interest | - | - | - | - |
| Total equity | 29,896,737 | 24,954,701 | 4,942,036 | 20 |
(I) The main reasons for any material change in the company's assets, liabilities or equity during the past 2 fiscal years, and describe the effect thereof. Where the effect is of material significance, the annual report shall describe the measures to be taken
in response. (The increase/decrease difference ratio more than 20% and its amount equal or exceeding to 10 million). (1) Increase in current assets: Increase in major receivables and inventories.
(2) Increase in other assets: Increase in financial assets measured at fair value through other comprehensive income.
(3) Increase in total assets: Increase in current assets and other assets.
(4) Increase in current liabilities: Increase in short-term borrowings, payables and long-term borrowings maturing within one year.
(5) Increase in total liabilities: Increase in current liabilities and long-term borrowings.
(6) Increase in retained earnings: Refer 2021 net income and the disposal of equity instruments measured at fair value through other comprehensive profit or loss.
(7) Increase in other equity: Increase in unrealized benefits of financial assets measured at fair value through other comprehensive income.
(8) Increase in total equity: Increase in retained earnings and other equity.
(II) Effect: No significant effect
(III) The measures to be taken in response: Not applicable
Ⅱ. The comparison and analysis of financial performance Unit::NT\$ thousands
| Year | Increase | |||
|---|---|---|---|---|
| Item | 2021 | 2020 | (decrease) | Change (%) |
| amount | ||||
| Operating revenue | 81,942,428 | 51,866,839 | 30,075,589 | 58 |
| Operating costs | 76,803,852 | 47,232,128 | 29,571,724 | 63 |
| Gross profit | 5,138,576 | 4,634,711 | 503,865 | 11 |
| Operating expenses | 2,690,687 | 2,361,501 | 329,186 | 14 |
| Net operating income (loss) | 2,447,889 | 2,273,210 | 174,679 | 8 |
| Non-operating income and expenses | 320,981 | 410,070 | (89,089) | (22) |
| Profit before income tax (loss) | 2,768,870 | 2,683,280 | 85,590 | 3 |
| Income tax expenses | 621,408 | 548,960 | 72,448 | 13 |
| Profit of this year (loss) | 2,147,462 | 2,134,320 | 13,142 | 1 |
| Other comprehensive income | 3,890,422 | 2,935,003 | 955,419 | 33 |
| Total comprehensive income | 6,037,884 | 5,069,323 | 968,561 | 19 |
| Net income (loss) attributed to stockholders of the Company |
2,147,462 | 2,134,320 | 13,142 | 1 |
| Net income (loss) attributed to non-controlling interest |
- | - | - | - |
| Comprehensive income attributed to stockholders of the Company |
6,037,884 | 5,069,323 | 968,561 | 19 |
| Comprehensive income attributed to non-controlling interest |
- | - | - | - |
(I) The main reasons for any material change in operating revenues, operating income or income before tax during the past 2 fiscal years (the increase/decrease difference ratio more than 20% and its amount equal or exceeding to 10 million).
(1) The increase in operating revenue and operating costs is mainly due to the increase in global oil price and petrochemical prices.
(2) Net non-operating income and expenses are mainly due to the decrease in net foreign currency exchange gains and the increase in other expenses.
(3) Increase in unrealized benefits of financial assets measured at fair value through other comprehensive income.
(II) The sales volume forecast and its basis: The Company's estimated sales revenue in the coming year is the best estimation based on market conditions, industry bloom/distress, the Company's operating plan and product sales trends.
(III) The effect upon the Company's financial operations: No significant effect.
(IV) Measures to be taken in response: Not applicable.
Ⅲ. Cash flow
(I) The analysis of liquidity during the past 2 fiscal years
| Year Item |
2021 | 2020 | Increase (minus)% | ||
|---|---|---|---|---|---|
| Cash flow ratio (%) | * | 58.2 | * | ||
| Cash flow adequacy ratio (%) | 45.5 | 56.5 | (19) | ||
| Cash re-investment ratio (%) | * | 6.1 | * | ||
| The analysis and explanation of the change of increase (decrease) difference ratio more than 20%: * The ratio of cash flow and cash reinvestment: The operating activities in 2021 are not listed because of the net cash outflow. |
(II) The liquidity analysis for the coming year Unit: NT\$ thousands
| Cash at the beginning of year balance |
The estimated net cash inflow from operating activities in the whole year |
Expect whole year Cash outflow |
The estimated amount of cash short (surplus) |
Estimated short of cash Remedial measures |
|
|---|---|---|---|---|---|
| (1) | (2) | (3) | (1)+(2)-(3) | Investment plan |
Financial plan |
| 4,344,203 | 6,443,463 | (5,326,461) | 5,461,205 | - | - |
- The analysis on cash flow change:
(1) Operating activities: Net cash in from operating activities.
(2) Investing activities: Mainly on purchasing propery, plant and equipment for factory construction and expansion of affiliates.
- (3) Financial activities: Mainly on the distribution of cash dividends.
-
- The remedial measure to expect short of cash and liquidation analysis: not applicable.
- Ⅳ.The effect upon financial operations of any major capital expenditures during the latest fiscal year: None.
Ⅴ. The Company's reinvestment policy for the most recent year
- (Ⅰ) The Company's reinvestment policy for the latest fiscal year: The Company's reinvestment is in the aim of the long-term strategic planning and mainly bases on the need of future business development and vertical integration.
- (Ⅱ) The main reason and improvement plan for the profit or loss of the reinvested entities: The profits mainly come from steady business growth and sound cost control. The loss-making company is mainly due to the substandard business scale. To improve performance and eliminate investment loss, the Company will consider relevant elements to adjust sales and management policy for those reinvested entities with poor performance.
- (III) The investment plan in the coming year: In according to the Company's business roadmap and cooperation with the implementation of business plan.
VI. Analysis of Risk Management
The organization structure of risk management
| Responsible department |
Execution item and content |
|---|---|
| Financial department | It is responsible for providing business management analysis information, investment benefit evaluation and execution, capital and tax planning, formulation of various Accounting policies and compliance with relevant laws and regulations. It also establishes a hedging mechanism to control various matters affecting the Company's profit and loss and responding to strategies, reducing financial, tax and strategy risks. |
| Legal department | It is responsible for legal risk management and compliance with government supervision policies and it also deals with contracts and litigation disputes to |
| Responsible department |
Execution item and content |
|---|---|
| reduce legal risks. | |
| Information technology |
It is responsible for planning, establishing, maintaining information network, hardware and software equipment and system security control and protection measures, and continuously monitors network and system quality to reduce the information security risks of network and system operation. |
- (I) The effect upon the company's profits (losses) of interest and exchange rate fluctuations and changes in the inflation rate, and response measures to be taken in the future:
-
- The effect on the Company income (loss) from interest and exchange income (expense):
| Unit: NT\$ thousands | |
|---|---|
| Item | 2021 |
| Interest income (expenses) –A | (206,972) |
| Exchange gains or losses – B | 22,802 |
| Operating Income(loss) – C | 2,447,889 |
| A/C | (8%) |
| B/C | 1% |
-
The effect on the Company income (loss) from inflation: No significant effect.
-
The response measures to change in interest rate, exchange rate and inflation:
-
(1) The derivative transactions currently undertaken are mainly to hedge the real foreign currency assets and liabilities in the business and comply with "Guidelines for Derivatives Transaction by the Company." By transacting financial products through banks and regularly assessing profit and loss, the Company reduces the impact of exchange rate changes on overall income.
- (2) The principle of the Company's fund allocation is conservation and stability. The Company funds are deposited mainly in large bank to ensure the safety of funds and maintain liquidity.
- (3) Regularly evaluate the bank loan interest rate. With the priority consideration of maximum benefit of the group's funds, the Company takes advantage of the group's size and operational performance to negotiate preferential interest rates with financial institutions.
- (4) Collect the latest market information and economic data, and keep track on changes in interest rates, exchange rate and inflation pressures. Regularly assess the risks of foreign exchange and other financial commodity trading contracts as a reference for management decisions, and take timely response to take measures.
- (5) In recent years, international oil prices and exchange rates and interest rates have fluctuated greatly. The Company actively develops suppliers, stabilizes supply sources, improves production processes, and controls appropriate inventory to reduce the impact of raw material price fluctuations on Company operations.
- (II) The company's policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and mitigation measures to be taken in the future:
-
- High risk and highly leveraged trading: None.
-
- Loaning of other parties: The UPC group companies only loan fund between their subsidiaries.
-
- Endorsements/guarantees: The UPC group companies only make endorsements/guarantees in according to its shareholding ration to company which is directly/indirectly held more than 50% of its total outstanding common shares by the Company and which is co-invested by the Company.
-
- Derivatives transaction: Risk-aversion is our policy and the Company does not do the speculating transition.
-
- Loaning of Funds, Endorsement/Guarantee and Derivative Transaction are all complied with relevant regulations and the rules of Loaning of Funds, the rule of endorsement and guarantee and the rule of derivative transaction of the UPC group. The counterparty and amount of loaning of fund and endorsement/guarantee were all in compliance with the Company's rule and has no losses occurred in the latest fiscal years. In the future, the Company will stick on the policy to avoid the risk from
fluctuation of currency exchange rate the interest rate and regularly assess and timely adjust the relevant hedge strategy.
(Ⅲ) Research and development work plan be carried out in the future, and further expenditures expected for research and development work.
| The re-investment | Expected mass | |
|---|---|---|
| Research and development Project | expenses in research and | production |
| development | time | |
| Main R&D project: | The R&D administration | All have continued |
| 1. Development new environmentally friendly |
expense accounts for | commercialization. |
| plasticizer | 1.5% of sales revenue. | |
| 2. R&D plan for bio-plasticizer |
The significant element to successful research and development:
-
- Focus on the training of research and development personnel in their expertise field.
-
- In order to enhance its market competitiveness, the Company should strive to develop and integrate upstream and downstream products.
-
- The Company keeps understanding the application needs of market product and adjusts development direction swiftly.
-
- In the process of developing products, the Company should keep to understand the latest relevant regulations and trends in work safety, environmental protection, etc., and develop mitigation measures swiftly.
- (IV) Effect on the company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response:
International trends of net-zero emissions:
Since the Paris Climate Accords were adopted at the United Nations climate summit in 2015, it has become a common international goal to achieve net-zero carbon emissions by 2050 to keep global temperature rise within 1.5°C. The COP26 in 2021 signed the Glasgow Climate Pact, further committing to the gradual reduction of the use of coal and fossil fuels, reduction of methane emissions by 30% in the next decade, and the ending of deforestation and land loss by 2030. The Glasgow Financial Alliance for Net Zero has signed on the principles of sustainable finance. 11 automakers have promised to sell all new zero-carbon vehicles by 2035. 200 companies have promised to scale and commercialize zero-carbon ships and fuels by 2030.
Taiwan aligns its initiatives with the world and has revised its Greenhouse Gas Reduction and Management Act to the Climate Change Response Act, which plans to introduce the 2050 net-zero emissions as part of the laws and begin to levy carbon emissions fees on business operators that emit more than 25,000 tons of carbon dioxide equivalents per year starting 2024. For the carbon emissions added by new investment projects, there must be offsets at a certain percentage of increments.
UPC's response measures:
Facing the global trends of stricter management of hazardous chemicals and net-zero emissions, our green chemistry policy and transformation blueprint focus on high-value, environmental protection and sustainability and low-carbon recycling initiatives. With innovation and sustainability as the core principles, we are committed to the pursuit of high-quality, high-performance, and environmentally friendly chemical production technology that can also help customers achieve eco-friendly concepts and product sustainability goals.
We continue to implement energy conservation and carbon reduction practices to improve production efficiency; develop eco-friendly green products with low carbon emission and high performance to build a green supply chain; implement a circular economy, and reuse the waste solids, liquid and gas, by-products and PET recycled materials in the factory areas to develop high-value products; promote the integrated recovery of waste heat energy and by-produce clean steam energy in the factory areas; introduce AI smart management and control; and build solar renewable clean energy supply.
We have achieved concrete results in terms of carbon reduction performance, such as the recovery of process waste heat and by-product steam from the PA and MA plants. At full production, the annual steam output of the whole corporate group can reach up to 4.85 million tons, which is equivalent to reducing 1.09 million tons of CO2e emissions, or about the amount of carbon absorbed by 2,834 Daan Forest Parks in one year. In order to accelerate and implement carbon reduction, UPC has also invested in the development of carbon dioxide utilization projects to develop CO2-based high-value chemicals, and launched industry-academia collaboration projects with domestic universities.
The Compant will continue to support environmental sustainability with specific actions, develop low-carbon and efficient green plasticizer products, gradually build a green supply chain for the plastics industry, and move towards the goals of zero waste, zero pollution and zero emissions. Besides meeting the customers' higher environmental protection requirements of the supply chain, we will reduce the negative benefits to the environment and the cost caused by carbon fee collection. These measures will have a positive impact on the Company's financials.
(V) Effect on the company's financial operations of developments in science and technology (including cybersecurity risk) as well as industrial change, and measures to be taken in response
The Company is the world leading company in PA and PVC plasticizers. With years of R&D and production experience and long-term cooperation with major raw material suppliers and multi-level alliances and customer cooperation, the Company has accumulated long-term, highly dynamic core-adjusted ability and developed a highly competitive business module and can respond to the challenge of technology and supply change. Therefore, it is a positive impact on the company's financial operations.
The Company established a R&D center in Taiwan, and continued to promote the integration of R&D resources of the Company and its subsidiaries. The key direction of technology development of each subsidiary is based on the local resources and local market characteristics. The Company continue deepening of acid anhydride oxidation technology and various types and extends esterification reaction technology to hydrogenation technology. R&D innovation is both short-term technical strategy and long-term technical competitiveness and cumulative effect. To enhance the independent technology R&D ability, the Company independently develops esterification products with market potential and high gross profit. Meanwhile, the Company continues to conduct technology cooperation and exchange with domestic and foreign academic institutions and entities. The Company develops high-value-added differentiated special and fine chemicals, orients to high value-added products and opens new business by expanding product line. It is expected that innovation in R&D will gradually appear in business and finance. In the foreseeable future, the Company and its subsidiaries facing threats such as mainstream technology breaks and sudden technological changes leading to strong substitution competition directly harmful to business finance or the company's survival is rare.
With the ever-changing development of information technology, information security is always at risk, and the challenges are unprecedented. The confidentiality, integrity, availability, and authorization mechanism of systems and data are all threatened by those who want to conduct tampering. Hackers, virus intrusions, security loopholes, data leakage, human negligence, service interruption, etc. are all risks that can exist at any time. The Company has comprehensive cybersecurity policies and concrete management plans, and has committed cybersecurity management resources in updating software and hardware and continued to effectively implement practices, such as the next-generation firewall (NGFW), active intrusion detection system, anti-virus, edge side equipment control measures, etc. The Company also continues to study the changing trends of the information environment to reinforce employees' awareness of information security and the resilience capabilities of information security personnel.
(VI) Effect on the company's crisis management of corporate image changes, and measures to be taken in response.
In response to the government's Ten Major Construction Projects, the Company was founded in the 1976 to promote the self-sustainable of petrochemical industry in Taiwan and play as a key role in developing the national petrochemical industry. To be a strong corporate citizen, the company incorporated the value of "take from and benefit to society "and "corporate social responsibility" with the spirit of the Company established by the founder - "Integrity, Soundness and Pragmatic". The Company advocates the activities of energy conservation, emission reduction, production safety, and environmental protection, etc., to realize the goal of social care and earth care.
After years of effort, the Company has transformed from a single production-oriented company to a multi-product and market-oriented company. The diversification of production and cross-organizational communication lead to the growing needs of crisis management. Therefore, the Company's crisis management includes continuous training of crisis management; the mechanism of inter- and intra-company crisis management; continuous review and promotion of insurance related to the business operations and employee; unscheduled crisis management exercises in factory; and continuous promotion and enhancement of the internal controls and audit systems.
- (VII) Expected benefits and potential risks associated with any merger and acquisitions, and measures to be taken in response: The Company currently does not conduct mergers and acquisitions.
- (VIII) Expected benefits and potential risks associated with plant capacity expansion, and measures to be taken in response
For the Company, the plant expansion is focused on its core business from evaluating the capability of existing facilities and equipment to maximize the marginal contribution and market competitiveness. The potential risks of plant expansion might come from investment cost, technological changes, manpower recruitment, market changes, environment issues etc. Before any capital investment for plant expansion, the Company will conduct a prudent feasibility study process; and after investment, each functional department must be responsible to manage and monitor the operation for minimizing the potential risks. The Company uses various management systems to control business risks to ensure sustainable operation. The Company has passed ISO 9001 quality management system (including EFFCI-GMP cosmetic raw materials specifications), ISO 14001 environmental management system, ISO 14064-1 Greenhouse gas emissions inventory, ISO 50001 energy management system, OHSAS 18001 and TOSHMS/CNS 15506 occupational safety and health management systems, etc., all kinds of risks have their corresponding management, supervision and improvement measures..
(IX) Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken:
Petrochemical raw material industry is a capital and technology intensive industry. The Company selects the companies which has the most market competitiveness and the ability to long-term stable supply and strictly compliance with industrial safety as our domestic and overseas suppliers. The Company establishes the strategic alliances and the long-term cooperation models with our suppliers and customers to create maximum profit and reduce risk together.
Mitigation Measures: The Company keeps to develop and select other high-quality raw material suppliers. At the same time, our business department continues to develop new customers in the new regions and diversify our products and customers into difference industries. In recent years, China has developed rapidly and the upstream suppliers have expanded its manufacture capacity significantly. However, the economy development slows down and then makes the raw materials over supply. The risk of material cuts has been greatly reduced. After the launch of China's integrated refining and chemical production capacity, it is estimated that the acquisition of raw materials will be more diversified in the future, which will help the Company to obtain a niche in the raw materials.
- (X) Directors, supervisors or over 10% shareholders, the impact of a large number of shares transferred or replaced on the company, risks and countermeasures: None.
- (XI) Impact of changes in management rights on the company, risks and response measures: None
- (XII) Litigious and non-litigious incidents: None.
- (XIII) Other important risks, and response measures: None.
VII. Other important matters: None.
Important Notice
Ⅰ. The consolidated business report of affiliates
(Ⅰ) Organizational Chart of Affiliates: Please refer to page 138 of this annual report.
(Ⅱ) The basic information of affiliates Unit: NT\$ Thousands
| Enterprise Name | Date of Incorporation |
Address | Paid-In Capital | Principal Business or Production Items |
|---|---|---|---|---|
| UPC Technology Corp. | August 14, 1976 | 9th Fl., Building A, No.209 Nangang Rd., Sec.1, Nangang Dist., Taipei, 115, Taiwan, R.O.C. / No.3, Kung-Yeh 2nd Rd., Linyuan Dist., Kaohsiung 832, Taiwan, R.O.C. |
\$ 13,471,206 |
Manufacturing and selling of Plasticizer (DEHP) and Phthalic Anhydride (PA) |
| Union Venture Capital Corp. | October 26, 1995 | 7F., No.187, Sec. 2, Tiding Blyd., Neihu Dist., Taipei City 114, Taiwan, R.O.C. | 227,010 | Investment |
| Wei Chen Investment Co. | October 20, 1999 | 9th Fl., Building A, No.209 Nangang Rd., Sec.1, Nangang Dist., Taipei, 115, Taiwan, R.O.C. |
160,000 | |
| Taiwan Union int'l Investment Corp. |
October 21, 1996 | 10F., No.75, Sec. 3, Minsheng E. Rd., Zhongshan Dist., Taipei City 104, Taiwan, R.O.C. |
787,185 | $^{\prime\prime}$ |
| Glory Ace | June 28, 2000 | Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands | 128,451 | Trading |
| Constant | February 23, 1990 | Wickhams Cay, P.O. Box 662, Road Town, Tortola, British Virgin Islands | 14,356,683 | Investment |
| Goldendust | September 11, 1997 | $\prime$ | 2,725,625 | $^{\prime\prime}$ |
| Star Bright | January 29, 1996 | $\prime\prime$ | 1,348 | $^{\prime\prime}$ |
| Natural | December 19, 1996 | $^{\prime\prime}$ | 3,278,180 | $\prime$ |
| Pure Fantasy | July 10, 2002 | Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands | 217,544 | $^{\prime\prime}$ |
| Magic Props | July 9, 2002 | $\prime\prime$ | 919,533 | $\prime$ |
| Charmon | August 27, 2007 | $\prime$ | 972,950 | $^{\prime\prime}$ |
| Modern Vantage | Augue 27, 2007 | $^{\prime\prime}$ | 763,540 | $\prime$ |
| Inno Strategy | September 8, 2003 | P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands |
3,075 | $^{\prime\prime}$ |
| Linkhope | September 21, 2010 | Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands | 88,755 | $^{\prime\prime}$ |
| Reachworld | September 28, 2010 | $\prime\prime$ | 87,960 | $^{\prime\prime}$ |
| Daywinn | September 28, 2010 | $\prime$ | 711,773 | $^{\prime\prime}$ |
| Dragonoble | November 2, 2010 | $\prime\prime$ | 1,435,059 | $^{\prime\prime}$ |
| Pagerise | January 28, 2011 | $\prime\prime$ | 965.857 | $^{\prime\prime}$ |
| Greaterise | September 28, 2010 | $\prime\prime$ | 1,297,157 | $^{\prime\prime}$ |
| Granfaith | August 11, 2010 | $\prime\prime$ | 922,434 | $\prime$ |
| Faithouse | February 18, 2011 | $^{\prime\prime}$ | 150,500 | $^{\prime\prime}$ |
| Prestige Spring | January 28, 2011 | $\mathbf{u}$ | 1,251,836 | $^{\prime\prime}$ |
| Union Hong Kong | December 3, 1991 | Flat B, 3F., Wing Cheong Commerical Building, 19-25 Jervois Street, Sheung Wan, Hong Kong. |
913,293 | Trading |
| Logical Path | October 25, 1994 | $\prime$ | $\overline{37}$ Investment |
| Enterprise Name | Date of Incorporation |
Address | Paid-In Capital | Principal Business or Production Items |
|---|---|---|---|---|
| Zhongshan Unicizers | November 28, 1997 | No.1 Yanjiang East 2nd Rd., Zhongshan Torch Hi-tech Industrial Development Zone, Zhongshan, Guangdong, China |
\$ 3,010,356 |
Manufacturing and selling of DEHP and PA |
| Zhuhai Unicizers | September 29, 2002 | No. 251, Shi-hua 9 Rd., Gao Lan Port Economic Zone, Zhuhai, Guangdong, China |
1,180,040 | Manufacturing and selling of DEHP , PA and MA |
| Zhenjiang Union Chemical | November 7, 2002 | No.57 Linjiang West Rd., Dagang, Zhenjiang New District, Jiangsu, China |
2,510,006 | Manufacturing and selling of DEHP and PA |
| Taizhou Union Chemical Industry | May 29, 2008 | No.5 Xinmu Rd., Taixing Economic Development Zone, Taixing, Taizhou, Jiangsu, China |
1,965,092 | Manufacturing and selling of DEHP and PA |
| Taizhou Union Logistics | May 5, 2008 | No.6 Xinmu Rd., Taixing Economic Development Zone, Taixing, Taizhou, Jiangsu, China |
713,981 | Warehousing and storage services |
| Taizhou Union Plastics | August 28, 2009 | No.3 Zhabei Rd., Taixing Economic Development Zone, Taixing, Taizhou, Jiangsu, China |
4,559,553 | Manufacturing and selling of PVC |
| Jiangsu Union Logistics | March 17, 2011 | No.57 Linjiang West Rd., Dagang, Zhenjiang New District, Jiangsu, China | 88,755 | Logistics |
| Guangdong Union Logistics | March 18, 2011 | No.1 Yanjiang East 2nd Rd., Zhongshan Torch Hi-tech Industrial Development Zone, Zhongshan, Guangdong, China |
87,960 | Logistics |
| Panjin Union Chemical | March 15, 2012 | Chemical Industry Park, Panjin Liaodong Bay New Zone,Panjin, Liaoning, China |
2,747,631 | Manufacturing and selling of DEHP and PA |
| ZhenJiang Union Torch Estate | April 27, 2012 | No.57 Linjiang West Rd., Dagang, Zhenjiang New District, Jiangsu, China | 279,803 | Real Estate Managment |
| Panjin Union Logistics | March 14, 2012 | Chemical Industry Park, Panjin Liaodong Bay New Zone,Panjin, Liaoning, China |
965,857 | Warehousing |
| Panjin Union Materials | June 26, 2013 | Chemical Industry Park, Panjin Liaodong Bay New Zone,Panjin, Liaoning, China |
1,297,157 | Manufacturing and selling of MA and related derivatives |
| Nanchong Unicizers | July 19, 2013 | No.150 Hexi Ave., Sec. 1, Hexi Town, Jialing Dist., Nanchong, Sichuan, China | 1,902,260 | Manufacturing and selling of DEHP and PA |
| Sichung Logistics | October 14, 2014 | No.150 Hexi Ave., Sec. 1, Hexi Town, Jialing Dist., Nanchong, Sichuan, China | 163,052 | Logistics |
| Panjin Union Plastics | August 5, 2021 | Petrochemical and Fine Chemical Industry Park, Panjin Liaodong Bay New Zone,Panjin, Liaoning 124221, China |
17,168 | Manufacturing and selling of VCM |
| UPC Chemicals (Malaysia) | September 20, 2014 | A-310, Suite 1, Block A Kelana Square, No. 17, Jalan SS7/26, 47301 PJ Selangor |
1,251,836 | Manufacturing and selling of DEHP and PA |
| UPC Chemicals (Thailand) | May 3, 2019 | No. 3,371,373 Prism Solution Building, Soi Sukhonthasawat 17, Sukhonthasawat Road, Lat Phrao Sub-District, Lat Phrao District, Bangkok |
28,905 | Trading |
| UPC Chemicals (Vietnam) | July 5, 2019 | Phuong Tower, 6-02, 31C, Ly Tu Trong Street, Ben Nghe Ward, Ho Chi Minh City, District 1, Vietnam |
17,867 | trading |
(Ⅲ)Information of the same shareholders assumed to have control or affiliation relationship: None.
Enterprise Name Title Name or Representative Shareholding Shares or Investment Amount Shareholding or Investment Percentage (%) UPC Technology Corp. Chairman Director Director Director Director and President Director Director Independent Director 〃 〃 Lien Hwa Industrial Holdings Corp. Rep.: Miau, Matthew Feng Chiang Chen, Chun Jiang, Hui Jong Lin, Hsin Hung Ko, Yi-Shaw Hsueh, Chang-Wei Miao, Feng-Sheng Hwang, Jung-Chiou Pan, Wenent P. Wang, Paul P. 424,880,973 shares 4,419,004 shares 0 shares 25,358 shares 0 shares 2,208,728 shares 4,853,520 shares 991,241 shares 0 shares 0 shares 0 shares 31.54 0.33 - 0.00 - 0.16 0.36 0.07 - - - Union Venture Capital Corp. Chairman Director and President Director Supervisor UPC Technology Corp. Rep.: Miau, Matthew Feng Chiang Chou, Teh-Chien Ko, Yi-Shaw Wu, Cheng-Chien Simon 22,701,000 shares 100.00 Wei Chen Investment Co. Chairman Director UPC Technology Corp. Rep.: Ko, Yi-Shaw Wu, Cheng-Chien Simon 16,000,000 shares 100.00 Taiwan Union int'l Investment Corp. Chairman Director UPC Technology Corp. Rep.: Ko, Yi-Shaw Huang, Yi-Fang 78,718,500 shares 100.00 Constant Director 〃 Miau, Matthew Feng Chiang Miu, Hermie Hoi-Ming - - - - Glory Ace Director 〃 Miau, Matthew Feng Chiang Miu, Hermie Hoi-Ming - - - - Goldendust Director 〃 Miau, Matthew Feng Chiang Miu, Hermie Hoi-Ming - - - - Star Bright Director 〃 Miau, Matthew Feng Chiang Miu, Hermie Hoi-Ming - - - - Natural Director 〃 Miau, Matthew Feng Chiang Miu, Hermie Hoi-Ming - - - - Pure Fantasy Director 〃 Miau, Matthew Feng Chiang Miu, Hermie Hoi-Ming - - - - Magic Props Director 〃 Miau, Matthew Feng Chiang Miu, Hermie Hoi-Ming - - - - Charmon Director 〃 Miau, Matthew Feng Chiang Miu, Hermie Hoi-Ming - - - - Modern Vantage Director 〃 Miau, Matthew Feng Chiang Miu, Hermie Hoi-Ming - - - - Inno Strategy Director 〃 Chou, Teh-Chien Wang, Tzyy-Po - - - - Linkhope Director 〃 Miau, Matthew Feng Chiang Wu, Cheng-Chien Simon - - - - Reachworld Director 〃 Miau, Matthew Feng Chiang Wu, Cheng-Chien Simon - - - - Daywinn Director 〃 Miau, Matthew Feng Chiang Wu, Cheng-Chien Simon - - - - Dragonoble Director 〃 Miau, Matthew Feng Chiang Wu, Cheng-Chien Simon - - - - Pagerise Director 〃 Miau, Matthew Feng Chiang Wu, Cheng-Chien Simon - - - - Greaterise Director 〃 Miau, Matthew Feng Chiang Wu, Cheng-Chien Simon - - - - Granfaith Director 〃 Miau, Matthew Feng Chiang Wu, Cheng-Chien Simon - - - - Faithouse Director 〃 Miau, Matthew Feng Chiang Wu, Cheng-Chien Simon - - - - Prestige Spring Director 〃 Miau, Matthew Feng Chiang Wu, Cheng-Chien Simon - - - - Union Hong Kong Director 〃 Miau, Matthew Feng Chiang Miu, Hermie Hoi-Ming - - - -
(IV) Information of directors, supervisor and president of affiliates
| Shareholding | ||||
|---|---|---|---|---|
| Enterprise Name | Title | Name or Representative | Shares or Investment Amount |
Shareholding or Investment |
| Percentage (%) | ||||
| Logical Path | Director 〃 |
Miau, Matthew Feng Chiang Miu, Hermie Hoi-Ming |
- - |
- - |
| Zhongshan Unicizers | Goldendust Rep.: | US\$96,080,000 | 100.00 | |
| Chairman | Ko, Yi-Shaw | |||
| Director | Wu, Cheng-Chien Simon | |||
| 〃 | Chang, Te-Wei Miu, Hermie Hoi-Ming |
|||
| Supervisor President |
Ko, Yi-Shaw | |||
| Zhuhai Unicizers | Zhongshan Unicizers Rep.: | US\$17,850,000 | 50.28 | |
| Chairman | Ko, Yi-Shaw | |||
| Director | Chang, Te-Wei | |||
| Director | Goldendust Rep.: Wu, Cheng-Chien Simon |
US\$9,050,500 | 25.49 | |
| Pure Fantasy Rep.: | US\$6,299,500 | 17.75 | ||
| Supervisor | Miu, Hermie Hoi-Ming | |||
| President | Ko, Yi-Shaw | |||
| Zhenjiang Union Chemical | Chairman | Zhongshan Unicizers Rep.: Ko, Yi-Shaw |
US\$39,050,000 | 50.49 |
| Director | Cheng, Hsi Tien | |||
| Magic Props Rep.: | US\$32,320,000 | 41.79 | ||
| Director | Wu, Cheng-Chien Simon | |||
| Supervisor | Miu, Hermie Hoi-Ming | |||
| President | (Co-assignment) Ko, Yi-Shaw |
|||
| Taizhou Union Chemical | Zhongshan Unicizers Rep.: | US\$31,763,000 | 50.10 | |
| Chairman | Ko, Yi-Shaw | |||
| Director | Cheng, Hsi Tien | |||
| Supervisor | Miu, Hermie Hoi-Ming Charmon Rep.: |
US\$31,637,000 | 49.90 | |
| Director | Wu, Cheng-Chien Simon | |||
| President | Ko, Yi-Shaw | |||
| Taizhou Union Logistics | Modern Vantage Rep.: | US\$23,700,000 | 100.00 | |
| Chairman Director |
Ko, Yi-Shaw Cheng, Hsi Tien |
|||
| Director | Wu, Cheng-Chien Simon | |||
| Supervisor | Huang, Yi-Fang | |||
| President | Ko, Yi-Shaw | |||
| Taizhou Union Plastics | Natural Rep.: | US\$110,713,000 | 74.41 | |
| Chairman Director |
Ko, Yi-Shaw Wu, Cheng-Chien Simon |
|||
| Director | Cheng, Hsi Tien | |||
| Daywinn Rep.: | US\$38,067,000 | 25.59 | ||
| Supervisor President |
Huang, Yi-Fang Ko, Yi-Shaw |
|||
| Jiangsu Union Logistics | Linkhope Rep.: | US\$3,000,000 | 100.00 | |
| Chairman | Ko, Yi-Shaw | |||
| Director | Wu, Cheng-Chien Simon | |||
| Director Supervisor |
Cheng, Hsi Tien Huang, Yi-Fang |
|||
| President | Ko, Yi-Shaw | |||
| Guangdong Union Logistics | Reachworld Rep.: | US\$3,000,000 | 100.00 | |
| Chairman | Ko, Yi-Shaw | |||
| Director | Wu, Cheng-Chien Simon | |||
| Director Supervisor |
Chang, Te-Wei Huang, Yi-Fang |
|||
| President | Ko, Yi-Shaw | |||
| Panjin Union Chemical | Zhongshan Unicizers Rep.: | US\$42,330,000 | 46.52 | |
| Chairman | Ko, Yi-Shaw | |||
| Director | Chung, Yi Yao | |||
| Director | Dragonoble Rep.: Wu, Cheng-Chien Simon |
US\$48,670,000 | 53.48 | |
| Supervisor | Huang, Yi-Fang | |||
| President | Ko, Yi-Shaw | |||
| Panjin Union Logistics | Pagerise Rep.: | US\$32,000,000 | 100.00 | |
| Chairman Director |
Ko, Yi-Shaw Wu, Cheng-Chien Simon |
|||
| Director | Chung, Yi Yao | |||
| Supervisor | Huang, Yi-Fang | |||
| President | Ko, Yi-Shaw |
| Shareholding | ||||
|---|---|---|---|---|
| Enterprise Name | Title | Name or Representative | Shares or Investment Amount |
Shareholding or Investment Percentage (%) |
| ZhenJiang Union Torch Estate | Exceutive Director Supervisor |
Zhenjiang Union Chemical Rep.: Ko, Yi-Shaw Cheng, Hsi Tien |
CNY60,000,000 | 100.00 |
| Panjin Union Materials | Chairman Director Director Supervisor President |
Greaterise Rep.: Ko, Yi-Shaw Wu, Cheng-Chien Simon Chung, Yi Yao Huang, Yi-Fang Ko, Yi-Shaw |
US\$42,000,000 | 100.00 |
| Panjin Union Plastics | Chairman Director Director Supervisor President |
Taizhou Union Plastics Rep.: Ko, Yi-Shaw Wu, Cheng-Chien Simon Chung, Yi Yao Huang, Yi-Fang Ko, Yi-Shaw |
CNY4,000,000 | 100.00 |
| Nanchong Unicizers | Chairman Director Director Supervisor President |
Zhongshan Unicizers Rep.: Ko, Yi-Shaw Hsu, Tzu-Cheng Granfaith Rep.: Wu, Cheng-Chien Simon Huang, Yi-Fang Ko, Yi-Shaw |
US\$31,620,000 US\$30,380,000 |
51.00 49.00 |
| Sichung Logistics | Chairman Director Director Supervisor President |
Faithouse Rep.: Ko, Yi-Shaw Wu, Cheng-Chien Simon Hsu, Tzu-Cheng Huang, Yi-Fang Ko, Yi-Shaw |
US\$5,000,000 | 100.00 |
| UPC Chemicals (Malaysia) | Director Director Director President |
Prestige Spring Rep.: Ko, Yi-Shaw Wu, Cheng-Chien Simon Wu, Wei-Ting Wu, Wei-Ting |
MYR163,427,000 | 100.00 |
| UPC Chemicals (Thailand) | Director Director Director President |
UPC Chemicals (Malaysia) Rep.: Ko, Yi-Shaw Wu, Cheng-Chien Simon Wu, Wei-Ting Wu, Wei-Ting |
THB30,000,000 | 100.00 |
| UPC Chemicals (Vietnam) | Director Director Director President |
UPC Chemicals (Malaysia) Rep.: Ko, Yi-Shaw Wu, Cheng-Chien Simon Wu, Wei-Ting Wu, Wei-Ting |
US\$600,000 | 100.00 |
(V)The business overview of each affiliate
Unit: Except the unit of earnings per share is in new Taiwan dollar, other numbers are in thousands of New Taiwan dollars.
| Enterprise Name | Capital | Total assets | Total liabilities |
Net Worth | Operating revenue |
Operating Income (Loss) |
Income (Loss) after tax of this fiscal year |
Earnings per share (Loss) (after tax) |
|---|---|---|---|---|---|---|---|---|
| UPC Technology Corp. |
13,471,206 | 46,036,644 | 16,139,927 | 29,896,737 | 5,686,456 | (3,615) | 2,147,462 | 1.66 |
| Union Venture Capital Corp. |
227,010 | 348,143 | 90 | 348,054 | - | (91) | 58 | 0 |
| Constant | 14,356,683 | 25,896,268 | 795 | 25,895,473 | - | (884) | 2,044,800 | 4.41 |
| Wei Chen Investment Co. |
160,000 | 361,791 | 140 | 361,651 | - | (74) | 20,265 | 1.27 |
| Taiwan Union int'l Investment Corp. |
787,185 | 1,985,285 | 22,781 | 1,962,503 | - | (1,569) | 19,222 | 0.24 |
| Glory Ace | 128,451 | 562,138 | 21,406 | 540,732 | - | (62) | (53) | (0.09) |
| Goldendust | 2,725,625 | 7,640,518 | - | 7,640,518 | - | - | 662,338 | 7.59 |
| Star Bright | 1,348 | 373,982 | - | 373,982 | - | - | 43,438 | 851.73 |
| Natural | 3,278,180 | 4,297,560 | - | 4,297,560 | - | - | 110,269 | 1.05 |
| Pure Fantasy | 217,544 | 516,155 | - | 516,155 | - | - | 77,785 | 12.29 |
| Magic Props | 919,533 | 2,092,114 | - | 2,092,114 | - | - | 156,823 | 5.57 |
| Enterprise Name | Capital | Total assets | Total liabilities |
Net Worth | Operating revenue |
Operating Income (Loss) |
Income (Loss) after tax of this fiscal year |
Earnings per share (Loss) (after tax) |
|---|---|---|---|---|---|---|---|---|
| Modern Vantage | 763,540 | 697,470 | - | 697,470 | - | - | 39,422 | 1.56 |
| Charmon | 972,950 | 1,264,386 | - | 1,264,386 | - | - | 139,894 | 4.42 |
| Inno Strategy | 3,075 | 60,160 | - | 60,160 | - | (75) | (75) | (0.81) |
| Linkhope | 88,755 | 242,714 | - | 242,714 | - | - | 16,506 | 5.50 |
| Reachworld | 87,960 | 182,713 | - | 182,713 | - | - | 2,925 | 0.98 |
| Daywinn | 711,773 | 1,477,955 | - | 1,477,955 | - | - | 37,922 | 1.62 |
| Dragonoble | 1,435,059 | 826,626 | - | 826,626 | - | - | (82,527) | (1.95) |
| Pagerise | 965,857 | 993,918 | - | 993,918 | - | - | 5,315 | 0.17 |
| Greaterise | 1,297,157 | 1,421,383 | - | 1,421,383 | - | - | 307,543 | 7.59 |
| Granfaith | 922,434 | 457,270 | - | 457,270 | - | - | (101,835) | (3.36) |
| Faithouse | 150,500 | 155,833 | - | 155,833 | - | - | 3,470 | 0.69 |
| Prestige Spring | 1,251,836 | 1,680,833 | - | 1,680,833 | - | - | 515,274 | 13.13 |
| Union Hong Kong | 913,293 | 2,108,679 | 1,138,786 | 969,893 | 12,241,658 | 125,895 | 111,112 | 0.48 |
| Logical Path | 37 | 373,974 | - | 373,974 | - | - | 43,438 | 4,344 |
| Zhongshan Unicizers |
3,010,356 | 7,735,822 | 1,022,187 | 6,713,635 | 6,140,144 | 204,240 | 536,626 | (Note) |
| Zhuhai Unicizers | 1,180,040 | 4,563,813 | 1,748,025 | 2,815,788 | 16,363,784 | 609,097 | 438,564 | 〃 |
| Zhenjiang Union Chemical |
2,510,006 | 6,897,046 | 2,340,590 | 4,556,456 | 19,710,125 | 403,248 | 375,264 | 〃 |
| Taizhou Union Chemical |
1,965,092 | 3,690,508 | 1,169,609 | 2,520,899 | 11,416,835 | 322,162 | 280,349 | 〃 |
| Taizhou Union Logistics |
713,981 | 948,087 | 250,617 | 697,470 | 223,768 | 54,911 | 39,422 | 〃 |
| Taizhou Union Plastics |
4,559,553 | 7,552,067 | 1,776,553 | 5,775,514 | 12,953,418 | 103,079 | 148,191 | 〃 |
| Jiangsu Union Logistics |
88,755 | 270,303 | 27,589 | 242,714 | 216,380 | 19,043 | 16,506 | 〃 |
| Guangdong Union Logistics |
87,960 | 204,939 | 22,228 | 182,711 | 161,333 | 700 | 2,925 | 〃 |
| Panjin Union Chemical |
2,747,631 | 5,488,390 | 4,009,256 | 1,479,134 | 11,078,310 | (174,960) | (154,314) | 〃 |
| Panjin Union Logistics |
965,857 | 1,601,249 | 607,331 | 993,918 | 115,384 | (3,024) | 5,315 | 〃 |
| ZhenJiang Union Torch Estate |
279,803 | 888,068 | 652,046 | 236,022 | - | (494) | (3,961) | 〃 |
| Panjin Union Materials |
1,297,157 | 2,706,823 | 1,285,440 | 1,421,383 | 1,828,396 | 413,398 | 307,543 | 〃 |
| Pinjin Union Plastics |
17,168 | 17,370 | - | 17,370 | - | - | 5 | 〃 |
| Nanchong Unicizers |
1,902,260 | 3,438,742 | 2,498,202 | 940,540 | 5,503,252 | (222,893) | (207,826) | 〃 |
| Sichung Logistics | 163,052 | 159,608 | 4,081 | 155,527 | 53,629 | 1,670 | 3,470 | 〃 |
| UPC Chemicals (Malaysia) |
1,251,836 | 2,663,449 | 982,616 | 1,680,833 | 5,242,534 | 568,668 | 515,274 | 3.15 |
| UPC Chemicals (Thailand) |
28,905 | 206,622 | 190,421 | 16,201 | 381,352 | 8,112 | (19) | (0) |
| UPC Chemicals (Vietnam) |
17,867 | 180,320 | 148,532 | 31,788 | 487,673 | 18,787 | 11,692 | (Note) |
Note: It is a limited company.
(VI) The industry and work division of each affiliate
-
- The industry of affiliates: please refer to (II). The main business and manufacture item of affiliate basic information.
-
- Business relationship and work division of affiliates:
-
(1) Zhongshan Unicizers Industrial Co., Ltd., Zhuhai Unicizers Industrial Co., Ltd., Taizhou Union Plastics Industry Co., Ltd., Zhenjiang Union Chemical Industry Co., Ltd., Panjin Union Chemical Industrial Co., Ltd., Nanchong Unicizers Industrial Co., Ltd. and UPC Chemicals (Malaysia) Sdn. Bhd., etc. Import raw materials and mechanical equipment through Union Hong Kong.
-
(2) Guangdong Union Logistics Co., Ltd., Jiangsu Union Logistics Co. Ltd., Taizhou Union Logistics Co., Ltd., Sichung Logistics Co., Ltd. And Panjin Union Logistics Co., Ltd. And other warehousing and logistics companies provide related services to respective affiliates.
- (3) Each affiliate cooperates with the group's sales strategy, market and customer needs, and flexibly dispatches inventory.
- (4) With respect to other business, there is no upstream or downstream relationship and work division.
- II. The most recent year and as of publish the date of annual report, the private placement of securities information: None.
- III. The most recent year and as of publish the date of annual report, information of holding or disposal of the Company shares by the subsidiaries: None.
- IV. Other matters that require additional description: None.
- V. The most recent year and as of publish the date of annual report, any situations of listed in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act, which significant impact on shareholders' equity and the Company securities price : None.
Attachment 1: The financial statements for the most recent fiscal year
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, 2021 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 8, 2022
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, 2021 and 2020, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of 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 auditing standards generally accepted in 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, 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Group's consolidated financial statements for the year ended December 31, 2021 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, we put the occurrence of plasticizers revenue as the key audit matter. 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, 2021 and 2020 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the FSC of the 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 auditing standards generally accepted in 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.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
-
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
- Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with 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, 2021 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' report are Chien-Liang Liu and Wen-Chin Lin.
Deloitte & Touche Taipei, Taiwan Republic of China
March 8, 2022
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally 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.
CONSOLIDATED BALANCE SHEETS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| 2021 | 2020 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Note 6) | \$ 4,344,203 |
8 | \$ 3,623,866 |
8 |
| Financial assets at fair value through profit or loss (Note 7) | 25,665 | - | 25,615 | - |
| Financial assets at fair value through other comprehensive income (Note 8) | 1,163,669 | 2 | 1,161,393 | 3 |
| Financial assets at amortized cost (Notes 9 and 33) | 33,049 | - | 32,937 | - |
| Notes receivable (Notes 10 and 17) | 878,722 | 2 | 621,677 | 1 |
| Trade receivables (Note 10) | 4,063,394 | 8 | 3,364,231 | 8 |
| Other receivables (Note 10) | 240,416 | - | 199,323 | 1 |
| Other receivables from related parties (Note 32) | 3,856 | - | 3,599 | - |
| Current tax assets (Note 26) | 142,571 | - | 5,825 | - |
| Inventories (Note 11) | 8,633,424 | 16 | 5,874,979 | 13 |
| Other current assets (Note 16) | 2,767,300 | 5 | 1,825,748 | 4 |
| Total current assets | 22,296,269 | 41 | 16,739,193 | 38 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income (Note 8) | 12,739,478 | 24 | 9,013,859 | 20 |
| Investments accounted for using the equity method (Note 13) | 18,441 | - | 18,970 | - |
| Property, plant and equipment (Notes 14) | 15,711,926 | 29 | 15,725,460 | 36 |
| Right-of-use assets (Note 15) | 1,534,786 | 3 | 1,615,060 | 4 |
| Computer software | 10,797 | - | 15,544 | - |
| Deferred income tax assets (Note 26) | 819,056 | 2 | 673,853 | 1 |
| Other non-current assets (Notes 16 and 32) | 641,091 | 1 | 398,698 | 1 |
| Total non-current assets | 31,475,575 | 59 | 27,461,444 | 62 |
| TOTAL | \$ 53,771,844 | 100 | \$ 44,200,637 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Notes 10 and 17) | \$ 3,036,758 |
6 | \$ 1,586,825 |
4 |
| Notes payable (Note 19) | 508,722 | 1 | 281,923 | 1 |
| Trade payables (Notes 19 and 32) | 2,171,713 | 4 | 1,500,723 | 3 |
| Other payables (Note 20) | 1,493,655 | 3 | 1,551,766 | 4 |
| Current tax liabilities (Note 26) | 105,721 | - | 245,350 | 1 |
| Provisions (Note 21) | 68,039 | - | 114,900 | - |
| Lease liabilities - current (Note 15) | 13,155 | - | 12,860 | - |
| Current portion of long-term borrowings (Note 17) | 300,000 | - | - | - |
| Other current liabilities (Note 20) | 950,061 | 2 | 626,483 | 1 |
| Total current liabilities | 8,647,824 | 16 | 5,920,830 | 14 |
| NON-CURRENT LIABILITIES | ||||
| Bonds payable (Note 18) | 5,991,133 | 11 | 5,986,705 | 14 |
| Long-term borrowings (Notes 17 and 34) | 8,486,830 | 16 | 6,650,000 | 15 |
| Provisions (Note 21) | 10,363 | - | 8,201 | - |
| Deferred tax liabilities (Note 26) | 276,219 | 1 | 217,321 | - |
| Lease liabilities - non-current (Note 15) | 25,556 | - | 37,707 | - |
| Long-term deferred revenue (Note 29) Net defined benefit liabilities (Note 22) |
171,296 252,480 |
- - |
184,988 226,795 |
- 1 |
| Guarantee deposits received (Note 32) | 13,406 | - | 13,389 | - |
| Total non-current liabilities | 15,227,283 | 28 | 13,325,106 | 30 |
| Total liabilities | 23,875,107 | 44 | 19,245,936 | 44 |
| EQUITY (Note 23) | ||||
| Share capital | ||||
| Ordinary shares | 13,471,206 | 25 | 13,323,476 | 30 |
| 6,559 | - | - | - |
|---|---|---|---|
| 13,477,765 | 25 | 13,323,476 | 30 |
| 1,388,431 | 3 | 1,361,372 | 3 |
| 2,581,282 | 5 | 2,339,154 | 5 |
| 341,773 | 1 | 341,773 | 1 |
| 4,914,231 | 9 | 3,875,019 | 9 |
| 7,837,286 | 15 | 6,555,946 | 15 |
| 7,632,196 | 14 | 4,168,000 | 9 |
| (438,941) | (1) | (454,093) | (1) |
| 29,896,737 | 56 | 24,954,701 | 56 |
| \$ 53,771,844 | 100 | \$ 44,200,637 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2021 | 2020 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Note 24) | ||||
| Sales | \$ 81,787,061 |
100 | \$ 51,746,448 |
100 |
| Other operating revenue | 155,367 | - | 120,391 | - |
| Total operating revenue | 81,942,428 | 100 | 51,866,839 | 100 |
| OPERATING COSTS (Note 25) | ||||
| Cost of goods sold (Notes 11 and 32) | 76,694,876 | 94 | 47,150,010 | 91 |
| Other operating cost | 108,976 | - | 82,118 | - |
| Total operating costs | 76,803,852 | 94 | 47,232,128 | 91 |
| GROSS PROFIT | 5,138,576 | 6 | 4,634,711 | 9 |
| OPERATING EXPENSES (Notes 25 and 32) | ||||
| Selling and marketing expenses | 1,609,480 | 2 | 1,342,444 | 3 |
| General and administrative expenses | 1,075,547 | 1 | 1,013,490 | 2 |
| Expected credit loss recognized | 5,660 | - | 5,567 | - |
| Total operating expenses | 2,690,687 | 3 | 2,361,501 | 5 |
| PROFIT FROM OPERATIONS | 2,447,889 | 3 | 2,273,210 | 4 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Share of profit or loss of associates accounted for | ||||
| using the equity method (Note 13) | 12 | - | (384) | - |
| Interest income | 26,722 | - | 44,564 | - |
| Other income (Notes 25 and 32) | 671,133 | 1 | 566,055 | 1 |
| Other gains and losses (Note 25) | (143,192) | - | 73,879 | - |
| Finance costs (Note 25) | (233,694) | (1) | (274,044) | - |
| Total non-operating income and expenses | 320,981 | - | 410,070 | 1 |
| PROFIT BEFORE INCOME TAX | 2,768,870 | 3 | 2,683,280 | 5 |
| INCOME TAX EXPENSE (Note 26) | (621,408) | (1) | (548,960) | (1) |
| NET PROFIT | 2,147,462 | 2 | 2,134,320 | 4 |
| (Continued) |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2021 | 2020 | |||||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| OTHER COMPREHENSIVE INCOME (Note 23) Items that will not be reclassified subsequently to profit or loss: |
||||||
| Remeasurement of defined benefit plans Unrealized gain on investments in equity instruments at fair value through other |
\$ | (24,602) | - | \$ | (31,479) | - |
| comprehensive income Share of the other comprehensive gain (loss) of |
4,167,086 | 5 | 2,767,935 | 5 | ||
| associates accounted for using the equity method (Note 13) Income tax relating to items that will not be |
(9) | - | 239 | - | ||
| reclassified subsequently to profit or loss (Note 26) |
4,920 4,147,395 |
- 5 |
6,300 2,742,995 |
- 5 |
||
| 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 |
(260,103) | - | 186,158 | 1 | ||
| (Note 26) | 3,130 (256,973) |
- - |
5,850 192,008 |
- 1 |
||
| Other comprehensive income for the year, net of income tax |
3,890,422 | 5 | 2,935,003 | 6 | ||
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
\$ | 6,037,884 | 7 | \$ | 5,069,323 | 10 |
| EARNINGS PER SHARE (Note 27) Basic Diluted |
\$ \$ |
1.66 1.62 |
\$ 1.62 \$ 1.62 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| Exchange Differences on |
Other Equity Unrealized Gain (Loss) on Financial Assets at Fair Value |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary Shares | Share Capital Capital Collected in Advance |
Total | Capital Surplus | Legal Reserve | Special Reserve | Retained Earnings Unappropriated Earnings |
Total | Translating Foreign Operations |
Through Other Comprehensive Income |
Treasury Shares | Total Equity | |||
| BALANCE AT JANUARY 1, 2020 | \$ 13,323,476 | \$ - |
\$ 13,323,476 | \$ 1,327,147 | \$ 2,339,154 | \$ 341,773 |
\$ 1,720,209 | \$ 4,401,136 | \$ (1,088,276) | \$ 2,608,233 | Total \$ 1,519,957 |
\$ - |
\$ 20,571,716 | |
| Appropriation of 2019 earnings Cash dividends distributed by the Company |
- | - | - | - | - | - | (266,470) | (266,470) | - | - | - | - | (266,470) | |
| Net profit in 2020 | - | - | - | - | - | - | 2,134,320 | 2,134,320 | - | - | - | - | 2,134,320 | |
| Other comprehensive income (loss) in 2020, net of income tax | - | - | - | - | - | - | (25,179) | (25,179) | 192,008 | 2,768,174 | 2,960,182 | - | 2,935,003 | |
| Total comprehensive income in 2020 | - | - | - | - | - | - | 2,109,141 | 2,109,141 | 192,008 | 2,768,174 | 2,960,182 | - | 5,069,323 | |
| Buy-back of ordinary shares | - | - | - | - | - | - | - | - | - | - | - | (454,093) | (454,093) | |
| Share-based payment transaction - employees share option plan | - | - | - | 34,225 | - | - | - | - | - | - | - | - | 34,225 | |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income |
- | - | - | - | - | - | 312,139 | 312,139 | - | (312,139) | (312,139) | - | - | |
| BALANCE AT DECEMBER 31, 2020 | 13,323,476 | - | 13,323,476 | 1,361,372 | 2,339,154 | 341,773 | 3,875,019 | 6,555,946 | (896,268) | 5,064,268 | 4,168,000 | (454,093) | 24,954,701 | |
| Appropriation of 2020 earnings Legal reserve Cash dividends distributed by the Company |
- - |
- - |
- - |
- - |
242,128 - |
- - |
(242,128) (1,292,348) |
- (1,292,348) |
- - |
- - |
- - |
- - |
- (1,292,348) |
|
| Dividends from claims extinguished by prescription | - | - | - | 585 | - | - | - | - | - | - | - | - | 585 | |
| Net profit in 2021 | - | - | - | - | - | - | 2,147,462 | 2,147,462 | - | - | - | - | 2,147,462 | |
| Other comprehensive income in 2021, net of income tax | - | - | - | - | - | - | (19,682) | (19,682) | (256,973) | 4,167,077 | 3,910,104 | - | 3,890,422 | |
| Total comprehensive income in 2021 | - | - | - | - | - | - | 2,127,780 | 2,127,780 | (256,973) | 4,167,077 | 3,910,104 | - | 6,037,884 | |
| Issue of ordinary shares under employee share options | 147,730 | 6,559 | 154,289 | (16,250) | - | - | - | - | - | - | - | - | 138,039 | |
| Treasury shares transferred to employees | - | - | - | (2,721) | - | - | - | - | - | - | - | 15,152 | 12,431 | |
| Compensation costs of share-based payments recognized by the Company |
- | - | - | 45,445 | - | - | - | - | - | - | - | - | 45,445 | |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income |
- | - | - | - | - | - | 445,908 | 445,908 | - | (445,908) | (445,908) | - | - | |
| BALANCE AT DECEMBER 31, 2021 | \$ 13,471,206 | \$ 6,559 |
\$ 13,477,765 | \$ 1,388,431 | \$ 2,581,282 | \$ 341,773 |
\$ 4,914,231 | \$ 7,837,286 | \$ (1,153,241) | \$ 8,785,437 | \$ 7,632,196 | \$ (438,941) |
\$ 29,896,737 |
The accompanying notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| 2021 | 2020 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | \$ 2,768,870 |
\$ 2,683,280 |
| Adjustments for: | ||
| Expected credit loss recognized on trade receivables | 5,660 | 5,567 |
| Depreciation expense | 1,748,984 | 1,725,002 |
| Amortization expense | 206,011 | 207,660 |
| Finance costs | 233,694 | 274,044 |
| Interest income | (26,722) | (44,564) |
| Dividend income | (378,426) | (302,927) |
| Compensation costs of employee share-based payment |
45,445 | 34,225 |
| Loss on disposal of property, plant and equipment | 17,708 | 4,527 |
| Gain on disposal of right-of-use assets | (125,554) | - |
| Net gain on fair value changes of financial assets as at fair value | ||
| through profit or loss | (50) | (118) |
| Share of (profit) loss of associates accounted | (12) | 384 |
| Long-term deferred revenue transferred to other income | (12,703) | (12,530) |
| Write-down (reversed) of inventories | 596,543 | (61,115) |
| Loss on lease modification, net | - | 2,854 |
| Changes in operating assets and liabilities: | ||
| Notes receivable | (256,762) | 90,999 |
| Trade receivables | (704,701) | (350,107) |
| Other receivables | (44,281) | 2,912 |
| Other receivables from related parties | (257) | (2,302) |
| Inventories Other current assets |
(3,354,543) (941,552) |
842,303 77,327 |
| Notes payable | 226,799 | (1,339,953) |
| Trade payables | 670,990 | (514,816) |
| Other payables | (55,854) | 358,488 |
| Provisions | (44,699) | 4,837 |
| Other current liabilities | 323,578 | 51,204 |
| Net defined benefit liabilities | (5,794) | 2,825 |
| Cash generated from operations | 892,372 | 3,740,006 |
| Interest received | 29,910 | 42,685 |
| Income tax paid | (975,421) | (334,497) |
| Net cash (used in) generated from operating activities | (53,139) | 3,448,194 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through other comprehensive | ||
| income | (287,655) | - |
| Proceeds from disposal of financial assets at fair value through other | ||
| comprehensive income | 703,291 | 548,545 |
| Proceeds from capital reduction of financial assets at fair value through | ||
| other comprehensive income | 23,044 | - |
| (Continued) |
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| 2021 | 2020 | |
|---|---|---|
| Purchase of financial assets at amortized cost | \$ (288) |
\$ (365) |
| Proceeds from sale of financial assets at amortized cost | - | 15,162 |
| Proceeds from sale of financial assets at fair value through profit or | ||
| loss | - | 4,000 |
| Purchase for property, plant and equipment | (2,009,963) | (902,427) |
| Proceeds from disposal of property, plant and equipment | 11,481 | 6,171 |
| Increase in refundable deposits | (14,237) | (10,449) |
| Decrease in refundable deposits | 5,024 | 4,938 |
| Payments for computer software Proceeds from disposal of right-of-use assets |
(3,546) 148,147 |
(16,323) - |
| Increase in other non-current assets | (228,713) | (82,778) |
| Dividends received | 378,426 | 302,927 |
| Net cash used in investing activities | (1,274,989) | (130,599) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from short-term borrowings | 45,721,073 | 30,013,580 |
| Repayments of short-term borrowings | (44,262,594) | (33,412,062) |
| Proceeds from long-term borrowings | 40,092,350 | 39,067,850 |
| Repayments of long-term borrowings | (37,913,326) | (39,909,172) |
| Proceeds from guarantee deposits received | 27 | 691 |
| Refund of guarantee deposits received | (10) | (1,126) |
| Repayment of the principal portion of lease liabilities |
(17,683) | (13,294) |
| Cash dividends paid | (1,292,348) | (266,470) |
| Proceeds from exercise of employee share options | 138,039 | - |
| Payment from buy-back of ordinary shares | - | (454,093) |
| Proceeds from treasury shares transferred to employees | 12,431 | - |
| Interest paid | (230,482) | (284,928) |
| Net cash generated from (used in) financing activities | 2,247,477 | (5,259,024) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE | ||
| OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN |
||
| CURRENCIES | (199,012) | 240,322 |
| NET (DECREASE) INCREASE IN CASH AND CASH | ||
| EQUIVALENTS | 720,337 | (1,701,107) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE | ||
| YEAR | 3,623,866 | 5,324,973 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | \$ 4,344,203 |
\$ 3,623,866 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (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 (PA) and plasticizer (DEHP). 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 8, 2022.
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 2022
| New IFRSs | Effective Date Announced by IASB |
|---|---|
| "Annual Improvements to IFRS Standards 2018-2020" | January 1, 2022 (Note 1) |
| Amendments to IFRS 3 "Reference to the Conceptual Framework" | January 1, 2022 (Note 2) |
| Amendments to IAS 16 "Property, Plant and Equipment - Proceeds before Intended Use" |
January 1, 2022 (Note 3) |
| Amendments to IAS 37 "Onerous Contracts - Cost of Fulfilling a Contract" |
January 1, 2022 (Note 4) |
Note 1: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 "Agriculture" will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 "First-time Adoptions of IFRSs" will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.
Note 2: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.
- Note 3: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
- Note 4: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.
As of the date the 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. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
| New IFRSs | Effective Date Announced by IASB (Note 1) |
||
|---|---|---|---|
| Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets | To be determined by IASB | ||
| between An Investor and Its Associate or Joint Venture" | |||
| 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 | ||
| Amendments to IAS 12 "Deferred Tax related to Assets and | January 1, 2023 (Note 4) | ||
| Liabilities arising from a Single Transaction" | |||
| Comparative Information" Amendments to IAS 1 "Classification of Liabilities as Current or Non-current" Amendments to IAS 1 "Disclosure of Accounting Policies" Amendments to IAS 8 "Definition of Accounting Estimates" |
January 1, 2023 January 1, 2023 (Note 2) January 1, 2023 (Note 3) |
- Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
- Note 2: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
- Note 3: The amendments are 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 4: Except for deferred taxes that will be recognized on January 1, 2022 for temporary differences associated with leases and decommissioning obligations, the amendments will be applied prospectively to transactions that occur on or after January 1, 2022.
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.
- 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.
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.
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.
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.
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;
- 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.
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.
Fair value is determined in the manner described in Note 31.
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.
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.
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.
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.
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.
6. CASH AND CASH EQUIVALENTS
| December 31 | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Cash on hand | \$ | 234 | \$ | 287 |
| Checking accounts and demand deposits | 4,301,335 | 3,584,810 | ||
| Cash equivalents (investments with original maturities of 3 months | ||||
| or less) | ||||
| Bank acceptances | 37,170 | 33,308 | ||
| Time deposits | 5,464 | 5,461 | ||
| \$ | 4,344,203 | \$ | 3,623,866 |
The market rate intervals of cash in bank at the end of the year were as follows:
| December 31 | |
|---|---|
| 2021 | 2020 |
| 0.00%-2.03% | 0.00%-2.03% |
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Financial assets at fair value through profit or loss (FVTPL) - current |
|||
| Financial assets mandatorily classified as at FVTPL Non-derivative financial assets |
|||
| Mutual funds | \$ 25,665 |
\$ 25,615 |
The Group did not enter into any derivatives trading during 2021 and 2020.
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - INVESTMENTS IN EQUITY INSTRUMENTS
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Current | |||
| Domestic investments | |||
| Listed shares | \$ 1,163,669 |
\$ 1,161,393 |
|
| Non-current | |||
| Domestic investments | |||
| Listed shares and emerging market shares | \$ 11,990,875 |
\$ 8,245,309 |
|
| Unlisted shares | 699,460 | 618,578 | |
| 12,690,335 | 8,863,887 | ||
| Foreign investments | |||
| Listed shares | 49,135 | 149,962 | |
| Unlisted shares | 8 | 10 | |
| 49,143 | 149,972 | ||
| \$ 12,739,478 |
\$ 9,013,859 |
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
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Current | |||
| Restricted deposits | \$ 33,049 |
\$ 32,937 |
The interest rate for restricted deposits was both 0.30% as of December 31, 2021 and 2020.
Refer to Note 33 for information relating to financial assets at amortized cost pledged as security.
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Notes receivable | |||
| At amortized cost | |||
| Gross carrying amount | \$ 879,010 |
\$ 622,248 |
|
| Less: Allowance for impairment loss | (288) | (571) | |
| \$ 878,722 |
\$ 621,677 |
||
| Trade receivables | |||
| At amortized cost | |||
| Gross carrying amount | \$ 4,085,102 |
\$ 3,384,001 |
|
| Less: Allowance for impairment loss | (21,708) | (19,770) | |
| \$ 4,063,394 |
\$ 3,364,231 |
||
| Other receivables | |||
| Interest receivables | \$ 527 |
\$ 3,715 |
|
| Others | 239,889 | 195,608 | |
| \$ 240,416 |
\$ 199,323 |
Refer to Note 17 and 31(5) for information relating to discounted notes receivable.
The average credit period of sales of goods was 30 days. Historical experience had been that receivables past due beyond 1 year were not recoverable. For the receivables past due beyond 1 year, the Group recognized 100% of the amount as allowance for impairment loss. For the receivables past due within 1 year, allowance for impairment loss was recognized against trade receivables based on estimated irrecoverable amounts determined by reference to past default experience of the counterparties and an analysis of their current financial position.
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, 2021 and 2020, the balance of receivables from individual customer did not exceed 5% of the total balance of receivables.
The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all receivables. 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, 2021
| Credit Rating A |
Credit Rating B |
Credit Rating C |
Credit Rating D |
Credit Rating E |
Notes Receivable |
Total | |
|---|---|---|---|---|---|---|---|
| Gross carrying amount Loss allowance |
\$ 815,334 |
\$1,655,637 | \$ 519,253 |
\$ 372,769 |
\$ 722,109 |
\$ 879,010 |
\$4,964,112 |
| (Lifetime ECL) | (4,921) | (4,182) | (2,735) | (3,108) | (6,762) | (288) | (21,996) |
| Amortized cost | \$ 810,413 |
\$1,651,455 | \$ 516,518 |
\$ 369,661 |
\$ 715,347 |
\$ 878,722 |
\$4,942,116 |
December 31, 2020
| Credit Rating A |
Credit Rating B |
Credit Rating C |
Credit Rating D |
Credit Rating E |
Notes Receivable |
Total | |
|---|---|---|---|---|---|---|---|
| Gross carrying amount Loss allowance |
\$ 156,511 |
\$1,518,337 | \$1,057,741 | \$ 17,902 |
\$ 633,510 |
\$ 622,248 |
\$4,006,249 |
| (Lifetime ECL) | (1,450) | (6,349) | (5,718) | (89) | (6,164) | (571) | (20,341) |
| Amortized cost | \$ 155,061 |
\$1,511,988 | \$1,052,023 | \$ 17,813 |
\$ 627,346 |
\$ 621,677 |
\$3,985,908 |
The aging of receivables was as follows:
| December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| Not past due | \$ 4,943,027 |
\$ 3,926,474 |
| Up to 30 days | 19,132 | 79,775 |
| 31-60 days | 41 | - |
| 61-90 days | 7 | - |
| Over 91 days | 1,905 | - |
| \$ 4,964,112 |
\$ 4,006,249 |
The movements of the loss allowance of trade receivables were as follows:
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Balance at January 1 | \$ 19,770 |
\$ 16,228 |
|
| Add: Net remeasurement of loss allowance | 5,943 | 5,351 | |
| Less: Amounts written off | (3,825) | (1,914) | |
| Foreign exchange gains and losses | (180) | 105 | |
| Balance at December 31 | \$ 21,708 |
\$ 19,770 |
The movements of the loss allowance of notes receivable were as follows:
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Balance at January 1 Add: Net remeasurement of loss allowance Less: Net remeasurement of loss allowance |
\$ 571 - (283) |
\$ 355 216 - |
|
| Balance at December 31 | \$ 288 |
\$ 571 |
11. INVENTORIES
| December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| Finished goods | \$ 3,243,432 |
\$ 1,418,944 |
| Semi-finished goods | 225,931 | 189,590 |
| Work in progress | 225,359 | 157,935 |
| Raw materials | 2,535,068 | 1,632,419 |
| Supplies | 584,003 | 565,314 |
| Inventory in transit | 1,662,724 | 1,158,989 |
| Land held for construction site | 840,820 | 839,603 |
| 9,317,337 | 5,962,794 | |
| Less: Allowance for loss | (683,913) | (87,815) |
| \$ 8,633,424 |
\$ 5,874,979 |
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, 2021 and 2020 included the inventory write-downs \$596,543 thousand and reversal of inventory write-downs of \$61,115 thousand, respectively. Inventory write-downs were reversed as a result of increased selling prices in certain markets.
As of December 31, 2021 and 2020, 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:
| Proportion of Ownership (%) |
||||||
|---|---|---|---|---|---|---|
| December 31 | ||||||
| Investor | Investee | Nature of Activities | 2021 | 2020 | Description | Remark |
| The Company | Constant Holdings Ltd. (CHL) | Investment activities | 100.00 | 100.00 | 1) | |
| The Company | Glory Ace | Trading | 100.00 | 100.00 | 2) | |
| The Company | Union Venture Capital Corp. (UVC) | Investment activities | 100.00 | 100.00 | 2) | |
| The Company | Wei Chen Investment Co. (WCI) | Investment activities | 100.00 | 100.00 | 2) | |
| The Company | Taiwan Union International | Investment activities | 100.00 | 100.00 | 2) | |
| Investment Corporation (TUI) | ||||||
| CHL | Star Bright | Investment activities | 100.00 | 100.00 | 2) | |
| CHL | Goldendust | Investment activities | 100.00 | 100.00 | 1) | |
| CHL | Natural | Investment activities | 100.00 | 100.00 | 1) | |
| CHL | Magic Props | Investment activities | 100.00 | 100.00 | 2) | |
| CHL | Pure Fantasy | Investment activities | 100.00 | 100.00 | 2) | |
| CHL | Union Hong Kong | Trading | 100.00 | 100.00 | 2) | |
| CHL | Modern Vantage | Investment activities | 100.00 | 100.00 | 2) | |
| CHL | Charmon | Investment activities | 100.00 | 100.00 | 2) | |
| CHL | Linkhope | Investment activities | 100.00 | 100.00 | 2) | |
| CHL | Reachworld | Investment activities | 100.00 | 100.00 | 2) | |
| CHL | Daywinn | Investment activities | 100.00 | 100.00 | 2) | |
| CHL | Dragonoble | Investment activities | 100.00 | 100.00 | 2) | |
| CHL | Pagerise | Investment activities | 100.00 | 100.00 | 2) | |
| CHL | Faithouse | Investment activities | 100.00 | 100.00 | 2) | |
| CHL | Greaterise | Investment activities | 100.00 | 100.00 | 2) | |
| CHL | Granfaith | Investment activities | 100.00 | 100.00 | 2) | |
| CHL | Prestige Spring | Investment activities | 100.00 | 100.00 | 2) | |
| UVC | Inno Strategy | Investment activities | 100.00 | 100.00 | 2) | |
| Star Bright | Logical Path Ltd. | Investment activities | 100.00 | 100.00 | 2) | |
| Goldendust | Zhongshan Unicizers | Manufacturing and selling of DEHP and PA |
100.00 | 100.00 | 1) | |
| Natural and Daywinn | Taizhou Union Plastics | Manufacturing and selling of PVC | 100.00 | 100.00 | Natural holds 74.41% and Daywinn holds 25.59%. |
1) |
| Modern Vantage | Taizhou Union Logistics | Warehousing and storage services | 100.00 | 100.00 | 2) | |
| Charmon and Zhongshan | Taizhou Union Chemical | Manufacturing and selling of | 100.00 | 100.00 | Charmon holds 49.90% and | 2) |
| Unicizers | DEHP and PA | Zhongshan Unicizers holds 50.10%. | ||||
| Linkhope | Jiangsu Union Logistics | Rendering logistics services | 100.00 | 100.00 | 2) | |
| Reachworld | Guangdong Union Logistics | Rendering logistics services | 100.00 | 100.00 | 2) | |
| Dragonoble and Zhongshan Unicizers |
Panjin Union Chemical | Manufacturing and selling of DEHP and PA |
100.00 | 100.00 | Dragonoble holds 53.48% and Zhongshan Unicizers holds 46.52%. |
2) |
| Pagerise | Panjin Union Logistics | Warehousing and storage services | 100.00 | 100.00 | 2) | |
| Greaterise | Panjin Union Materials | Manufacturing and selling of MA and related derivatives |
100.00 | 100.00 | 2) | |
| Zhongshan Unicizers | Zhuhai Unicizers | Manufacturing and selling of | 100.00 | 100.00 | Zhongshan Unicizers holds 50.28%, | 1) |
| Logical Path Ltd. Pure Fantasy and |
DEHP, PA and MA | Logical Path Ltd. 6.48%, Pure Fantasy holds 17.75% and |
||||
| Goldendust | Goldendust holds 25.49%. | |||||
| Zhongshan Unicizers, | Zhenjiang Union Chemical | Manufacturing and selling of | 100.00 | 100.00 | Zhongshan Unicizers holds 50.49%, | 1) |
| Logical Path Ltd. Goldendust and |
DEHP and PA | Logical Path Ltd. holds 4.01%, Goldendust holds 3.71% and Magic |
||||
| Magic Props | Props holds 41.79%. | |||||
| Zhenjiang Union | ZhenJiang Union Torch Estate | Real Estate Management | 100.00 | 100.00 | 2) | |
| Chemical | ||||||
| Granfaith and Zhongshan | Nanchong Unicizers | Manufacturing and selling of | 100.00 | 100.00 | Granfaith holds 49.00% and | 2) |
| Unicizers | DEHP and PA | Zhongshan Unicizers holds 51.00%. | ||||
| Prestige Spring | UPC Chemicals (Malaysia) | Manufacturing and selling of DEHP and PA |
100.00 | 100.00 | 2) | |
| Faithouse | Sichung Logistics | Rendering logistics services | 100.00 | 100.00 | 2) | |
| UPC Chemicals | UPCM Trading (Thailand) | Trading | 100.00 | 100.00 | 2) | |
| (Malaysia) UPC Chemicals (Malaysia) |
Company Limited UPCM Trading (Vietnam) Company Limited |
Trading | 100.00 | 100.00 | 2) | |
| Taizhou Union Plastics | Panjin Union Plastics | Manufacturing and selling of VCM | 100.00 | - | Incorporated in October 2021 | 2) |
Remark 1: Material subsidiary.
Remark 2: Immaterial subsidiary.
As of December 31, 2021, the investment relationship and shareholding ratio of the Company and the individuals controlled by the Company are as follows:

b. Subsidiaries excluded from the consolidated financial statements: None.
13. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
| December 31 | ||
|---|---|---|
| Associates that are not individually material | 2021 | 2020 |
| Unlisted company Harbinger Ruyi |
\$ 18,441 |
\$ 18,970 |
As the end of the reporting period, the proportion of ownership and voting rights on associates held by the Group were as follows:
| December 31 | ||||
|---|---|---|---|---|
| Name of Associate | 2021 | 2020 | ||
| Harbinger Ruyi | 28.57% | 28.57% |
Aggregate information of associates that are not individually material:
| For the Year Ended December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| The Group's share of: | ||
| Income (loss) | \$ 12 |
\$ (384) |
| Other comprehensive income (loss) | (9) | 239 |
| Total comprehensive loss | \$ 3 |
\$ (145) |
14. PROPERTY, PLANT AND EQUIPMENT
| Land | Buildings | Machinery and Equipment |
Warehousing Equipment |
Utilities Equipment |
Transportation Equipment |
Other Equipment |
Construction in Progress and Equipment to Be Inspected |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| Cost | |||||||||
| Balance at January 1, 2020 Additions Disposals Reclassification Effects of foreign currency |
\$ 1,126,898 - - - |
\$ 7,788,067 68,598 - 78,107 |
\$ 11,488,990 216,857 (21,095 ) 212,142 |
\$ 3,768,716 119,244 - 83,071 |
\$ 3,567,538 27,123 (14,780 ) 60,050 |
\$ 300,465 5,198 (20,771 ) 9,296 |
\$ 1,355,968 22,936 (10,554 ) 7,295 |
\$ 1,542,311 445,652 - (446,687 ) |
\$ 30,938,953 905,608 (67,200 ) 3,274 |
| exchange differences | - | 84,038 | 135,720 | 33,775 | 44,448 | 2,440 | 13,006 | 21,271 | 334,698 |
| Balance at December 31, 2020 | \$ 1,126,898 | \$ 8,018,810 | \$ 12,032,614 | \$ 4,004,806 | \$ 3,684,379 | \$ 296,628 |
\$ 1,388,651 | \$ 1,562,547 | \$ 32,115,333 |
| Accumulated depreciation | |||||||||
| Balance at January 1, 2020 Disposals Depreciation expense Effects of foreign currency |
\$ 2,053,503 - 316,844 |
\$ 6,866,412 (17,544 ) 771,963 |
\$ 2,065,086 - 263,466 |
\$ 2,494,754 (14,209 ) 170,474 |
\$ 147,713 (14,283 ) 33,384 |
\$ 948,928 (10,274 ) 120,309 |
\$ 14,576,396 (56,310 ) 1,676,440 |
||
| exchange differences | 26,795 | 95,066 | 24,507 | 33,260 | 1,357 | 12,362 | 193,347 | ||
| Balance at December 31, 2020 | \$ 2,397,142 | \$ 7,715,897 | \$ 2,353,059 | \$ 2,684,279 | \$ 168,171 |
\$ 1,071,325 | \$ 16,389,873 | ||
| Carrying amount at December 31, 2020 |
\$ 1,126,898 | \$ 5,621,668 | \$ 4,316,717 | \$ 1,651,747 | \$ 1,000,100 | \$ 128,457 |
\$ 317,326 |
\$ 1,562,547 | \$ 15,725,460 |
| Cost | |||||||||
| Balance at January 1, 2021 Additions Disposals Reclassification Effects of foreign currency |
\$ 1,126,898 - - - |
\$ 8,018,810 151,991 (4,544 ) 110,266 |
\$ 12,032,614 107,129 (221,984 ) 124,988 |
\$ 4,004,806 82,233 (80,640 ) 274,811 |
\$ 3,684,379 177,277 (66,072 ) 135,362 |
\$ 296,628 40,879 (28,134 ) 1,957 |
\$ 1,388,651 64,985 (36,437 ) (2,244 ) |
\$ 1,562,547 1,181,663 (25,541 ) (645,937 ) |
\$ 32,115,333 1,806,157 (463,352 ) (797 ) |
| exchange differences | - | (48,488 ) | (68,616 ) | (24,737 ) | (17,838 ) | (2,094 ) | (8,238 ) | (9,089 ) | (179,100 ) |
| Balance at December 31, 2021 | \$ 1,126,898 | \$ 8,228,035 | \$ 11,974,131 | \$ 4,256,473 | \$ 3,913,108 | \$ 309,236 |
\$ 1,406,717 | \$ 2,063,643 | \$ 33,278,241 |
| Land | Buildings | Machinery and Equipment |
Warehousing Equipment |
Utilities Equipment |
Transportation Equipment |
Other Equipment |
Construction in Progress and Equipment to Be Inspected |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| Accumulated depreciation | |||||||||
| Balance at January 1, 2021 Disposals Depreciation expense Effects of foreign currency |
\$ 2,397,142 (21,319 ) 329,444 |
\$ 7,715,897 (209,492 ) 753,886 |
\$ 2,353,059 (75,546 ) 285,736 |
\$ 2,684,279 (65,567 ) 184,979 |
\$ 168,171 (27,518 ) 36,144 |
\$ 1,071,325 (35,518 ) 104,627 |
\$ 16,389,873 (434,960 ) 1,694,816 |
||
| exchange differences Balance at December 31, 2021 |
(11,953 ) \$ 2,693,314 |
(40,218 ) \$ 8,220,073 |
(12,168 ) \$ 2,551,081 |
(12,166 ) \$ 2,791,525 |
(1,247 ) \$ 175,550 |
(5,662 ) \$ 1,134,772 |
(83,414 ) \$ 17,566,315 |
||
| Carrying amount at December 31, 2021 |
\$ 1,126,898 | \$ 5,,534,721 | \$ 3,754,058 | \$ 1,705,392 | \$ 1,121,583 | \$ 133,686 |
\$ 271,945 |
\$ 2,063,643 | \$ 15,711,926 (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
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Carrying amount | |||
| Land Buildings Other equipment |
\$ 1,499,927 34,237 622 |
\$ 1,573,646 40,348 1,066 |
|
| \$ 1,534,786 |
\$ 1,615,060 |
||
| For the Year Ended December 31 | |||
| 2021 | 2020 | ||
| Depreciation charge for right-of-use assets Land Buildings Other equipment |
\$ 43,082 10,095 991 |
\$ 35,017 11,654 1,891 |
|
| \$ 54,168 |
\$ 48,562 |
b. Lease liabilities
| December 31 | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Carrying amount | ||||
| Current Non-current |
\$ 13,155 \$ 25,556 |
\$ 12,860 \$ 37,707 |
Range of discount rates for lease liabilities was as follows:
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Land | 3.66% | 3.66% | |
| Buildings | 1.80%-3.66% | 1.80%-3.66% | |
| Other equipment | 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
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Expenses relating to short-term leases Expenses relating to low-value asset leases |
\$ 20,045 \$ 872 |
\$ 22,947 \$ 674 |
|
| Expenses relating to variable lease payments not included in the measurement of lease liabilities |
\$ 221 |
\$ 246 |
|
| Total cash outflow for leases | \$ 39,862 |
\$ 38,480 |
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
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Current | |||
| Other assets | |||
| Prepayments to suppliers | \$ 2,015,333 |
\$ 954,628 |
|
| Input VAT and excess business tax paid | 506,331 | 603,409 | |
| Prepaid expense | 245,636 | 267,711 | |
| \$ 2,767,300 |
\$ 1,825,748 |
||
| (Continued) |
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Non-current | |||
| Other assets | |||
| Refundable deposits | \$ 42,306 |
\$ 33,463 |
|
| Long-term prepaid expenses | 320,621 | 290,877 | |
| Prepayment for equipment | 278,164 | 74,358 | |
| \$ 641,091 |
\$ 398,698 (Concluded) |
17. BORROWINGS
a. Short-term borrowings
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Discounted bill borrowings | |||
| Banker's acceptance bill discounted loans (1) | \$ 1,919,683 |
\$ 1,019,738 |
|
| Unsecured borrowings | |||
| Bank credit loans (2) | 1,117,075 | 567,087 | |
| \$ 3,036,758 |
\$ 1,586,825 |
||
| Fixed rate loans Floating rate loans |
\$ 3,036,758 - |
\$ 1,144,584 442,241 |
|
| \$ 3,036,758 |
\$ 1,586,825 |
- 1) The range of interest rates on banker's acceptance bill discounted loans was 0.45%-2.84% and 2.61%-3.40% per annum as of December 31, 2021 and 2020, respectively.
- 2) The range of interest rates on bank credit loans was 2.30%-3.65% and 2.82%-3.92% per annum as of December 31, 2021 and 2020, respectively.
- 3) Refer to Note 31 for information relating to amount used and unused of unsecured bank facilities.
- b. Long-term borrowings
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Unsecured borrowings | |||
| Revolving credit loans Less: Current portion |
\$ 8,786,830 (300,000) |
\$ 6,650,000 - |
|
| \$ 8,486,830 |
\$ 6,650,000 |
The carrying amounts of long-term borrowings of the Group were as follows:
| Effective | December 31 | |||
|---|---|---|---|---|
| Maturity Day | Interest Rate | 2021 | 2020 | |
| Fixed interest rate loan | ||||
| Unsecured loans (NTD) | Used in revolving credit before June 2023 |
0.92% | \$ 1,000,000 | \$ - |
| Used in revolving credit before January 2024 |
0.89%/0.88% | 600,000 | 600,000 | |
| Used in revolving credit before March 2023 |
0.99%/0.95% | 900,000 | 900,000 | |
| Used in revolving credit before December 2022 |
0.90%/0.85% | 300,000 | 300,000 | |
| Used in revolving credit before November 2022 |
1.00% | - | 1,150,000 | |
| Used in revolving credit before October 2022 |
0.88% | - | 700,000 | |
| Used in revolving credit before October 2022 |
0.95% | - | 300,000 | |
| Used in revolving credit before June 2022 |
1.00% | - | 500,000 | |
| Used in revolving credit before April 2022 |
1.00% | - | 500,000 | |
| Used in revolving credit before March 2022 |
0.94% | - | 500,000 | |
| Used in revolving credit before April 2023 |
0.90% | 700,000 | - | |
| Used in revolving credit before October 2023 |
0.86% | 630,000 | - | |
| Used in revolving credit before June 2023 |
0.88% | 760,000 | - | |
| Used in revolving credit before June 2023 |
0.90% | 240,000 | - | |
| Used in revolving credit before December 2023 |
0.90% | 500,000 | - | |
| Used in revolving credit before November 2023 |
0.96% | 300,000 | - | |
| Used in revolving credit before September 2022 |
1.00% | - | 500,000 | |
| Used in revolving credit before May 2023 |
0.83% | 500,000 | - | |
| Used in revolving credit before November 2023 |
0.83% | 200,000 | - | |
| Used in revolving credit before June 2022 |
0.98% | - | 300,000 | |
| Used in revolving credit before April 2024 |
1.00% | 100,000 | - | |
| Used in revolving credit before August 2024 |
0.94% | 770,000 | - | |
| Used in revolving credit before September 2024 |
0.90% | 800,000 | - | |
| Unsecured loans (RMB) | Used in revolving credit before June 2023 |
3.55% | 86,830 | - |
| Floating interest rate loan | Total of fixed interest rate loan | 8,386,830 | 6,250,000 | |
| Unsecured loans (NTD) | Repaid once before June 2023 Total of floating interest rate loan |
0.98%/0.98% | 400,000 400,000 |
400,000 400,000 |
| Total of long-term borrowing | 8,786,830 | 6,650,000 | ||
| Less: Current portion | (300,000) | - | ||
| \$ 8,486,830 | \$ 6,650,000 |
18. BONDS PAYABLE
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Secured domestic bonds Less: Discount of bonds |
\$ 6,000,000 (8,867) |
\$ 6,000,000 (13,295) |
|
| \$ 5,991,133 |
\$ 5,986,705 |
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 December 2023 |
\$ 6,000,000 |
0.95% | 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
| December 31 | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Current | ||||
| Other payables | ||||
| Payables for purchases of equipment | \$ | 332,927 | \$ | 342,528 |
| Payables for salaries or bonuses | 462,228 | 326,219 | ||
| Interest payables | 6,118 | 8,375 | ||
| Payables for compensation of employees | 32,000 | 32,000 | ||
| Payables for compensation of directors | 10,000 | 10,000 | ||
| Payables for imported raw materials | 92,399 | 114,504 | ||
| Payables for utilities | 6,403 | 46,194 | ||
| Payables for freight | 187,421 | 238,039 | ||
| Others | 364,159 | 433,907 | ||
| \$ | 1,493,655 | \$ | 1,551,766 | |
| Other liabilities | ||||
| Contract liabilities | \$ | 915,110 | \$ | 623,207 |
| Others | 34,951 | 3,276 | ||
| \$ | 950,061 | \$ | 626,483 |
21. PROVISIONS
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Current | |||
| Safety provision (a) | \$ 68,039 |
\$ 114,900 |
|
| Non-current | |||
| Employee benefits (b) | \$ 10,363 |
\$ 8,201 |
- 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.
Accordingly, the Group recognized pension expenses of \$80,160 thousand and \$35,504 thousand for the years ended December 31, 2021 and 2020, 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:
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Present value of defined benefit obligation Fair value of plan assets |
\$ 565,598 (313,118) |
\$ 560,069 (333,274) |
|
| Net defined benefit liabilities | \$ 252,480 |
\$ 226,795 |
Movements in net defined benefit liabilities were as follows:
| Present Value of the Defined Benefit Obligation |
Fair Value of the Plan Assets |
Net Defined Benefit Liabilities |
|
|---|---|---|---|
| Balance at January 1, 2020 | \$ 555,826 |
\$ (363,335) |
\$ 192,491 |
| Current service cost | 4,376 | - | 4,376 |
| Net interest expense (income) | 3,417 | (2,222) | 1,195 |
| Recognized in profit or loss | 7,793 | (2,222) | 5,571 |
| Remeasurement | |||
| Return on plan assets (excluding amounts included in net interest) |
- | (12,654) | (12,654) |
| Actuarial loss - changes in financial |
|||
| assumptions | 9,192 | - | 9,192 |
| Actuarial loss - experience adjustment |
34,941 | - | 34,941 |
| Recognized in other comprehensive income | 44,133 | (12,654) | 31,479 |
| Contributions from the employer | - | (2,746) | (2,746) |
| Benefits paid | (47,683) | 47,683 | - |
| Balance at December 31, 2020 | \$ 560,069 |
\$ (333,274) |
\$ 226,795 |
| Balance at January 1, 2021 | \$ 560,069 |
\$ (333,274) |
\$ 226,795 |
| Current service cost | 4,191 | - | 4,191 |
| Net interest expense (income) | 2,100 | (1,255) | 845 |
| Recognized in profit or loss | 6,291 | (1,255) | 5,036 |
| Remeasurement | |||
| Return on plan assets (excluding amounts | |||
| included in net interest) | - | (5,022) | (5,022) |
| Actuarial loss - changes in demographic assumptions |
12,876 | - | 12,876 |
| Actuarial gain - changes in financial |
|||
| assumptions | (4,408) | - | (4,408) |
| Actuarial loss - experience adjustment |
21,156 | - | 21,156 |
| Recognized in other comprehensive income | 29,624 | (5,022) | 24,602 |
| Contributions from the employer | - | (2,801) | (2,801) |
| Benefits paid | (30,386) | 29,234 | (1,152) |
| Balance at December 31, 2021 | \$ 565,598 |
\$ (313,118) |
\$ 252,480 |
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:
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Discount rate | 0.500% | 0.375% | |
| Expected rate of salary increase | 2.500% | 2.500% |
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:
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Discount rate | |||
| 0.25% increase | \$ (8,837) |
\$ (9,192) |
|
| 0.25% decrease | \$ 9,074 |
\$ 9,445 |
|
| Expected rate of salary increase/decrease | |||
| 0.25% increase | \$ 8,749 |
\$ 9,092 |
|
| 0.25% decrease | \$ (8,567) |
\$ (8,897) |
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.
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Expected contributions to the plans for the next year | \$ 2,803 |
\$ 2,824 |
|
| Average duration of the defined benefit obligation | 6.8 years | 6.9 years |
23. EQUITY
a. Ordinary shares
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Number of shares authorized (in thousands) | 2,000,000 | 2,000,000 | |
| Shares authorized | \$ 20,000,000 |
\$ 20,000,000 |
|
| Number of shares issued and fully paid (in thousands) | 1,347,121 | 1,332,348 | |
| Shares issued | \$ 13,471,206 |
\$ 13,323,476 |
|
| Capital collected in advance |
\$ 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.
b. Capital surplus
| December 31 | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| 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 |
\$ | 810,199 21,898 294,492 219,189 |
\$ | 810,199 21,898 279,472 202,606 |
| May only be used to offset a deficit | ||||
| Unclaimed dividends | 585 | - | ||
| May not be used for any purpose | ||||
| Employee share options | 42,068 | 47,197 | ||
| \$ | 1,388,431 | \$ | 1,361,372 |
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(7).
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 2020 and 2019 were as follows:
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2020 | 2019 | ||
| Legal reserve | \$ 242,128 |
\$ - |
|
| Cash dividends | \$ 1,292,348 |
\$ 266,470 |
|
| Cash dividends per share (NT\$) | \$ 1.00 |
\$ 0.20 |
The above appropriations for cash dividends were resolved by the Company's board of directors on March 18, 2021 and March 13, 2020, respectively; the other proposed appropriations in 2020 were resolved by the shareholders in their meeting on July 21, 2021.
The appropriation of earnings for 2021 was resolved by the Company's board of directors on March 8, 2022. The appropriation and dividends per share were as follows:
| For the Year Ended December 31, 2021 |
|
|---|---|
| Legal reserve | \$ 257,369 |
| Cash dividends | \$ 1,311,831 |
| Cash dividends per share (NT\$) | \$ 1.00 |
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 26, 2022.
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
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Balance at January 1 Recognized for the year |
\$ (896,268) |
\$ (1,088,276) |
||
| Exchange differences on translating the financial statements of foreign operations Related income tax |
(260,103) 3,130 |
186,158 5,850 |
||
| Balance at December 31 | \$ (1,153,241) |
\$ (896,268) |
||
| 2) | Unrealized gain (loss) on financial assets at FVTOCI | |||
| For the Year Ended December 31 | ||||
| 2021 | 2020 | |||
| Balance at January 1 Recognized for the year |
\$ 5,064,268 |
\$ 2,608,233 |
||
| Unrealized gain - equity instruments Share from associates accounted for using the equity method Cumulative unrealized (loss) gain of equity instruments |
4,167,086 | 2,767,935 | ||
| (9) | 239 | |||
| transferred to retained earnings due to disposal | (445,908) | (312,139) | ||
| Balance at December 31 | \$ 8,785,437 |
\$ 5,064,268 |
||
| f. | Treasury shares | Purpose of | ||
| Buy-back | ||||
| Shares Transferred to Employees (In Thousands of Shares) |
||||
| Number of shares at January 1, 2020 Increase during the year |
- 40,000 |
|||
| Number of shares at December 31, 2020 | 40,000 | |||
| Number of shares at January 1, 2021 Decrease during the year |
40,000 (1,335) |
|||
| Number of shares at December 31, 2021 | 38,665 |
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
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Revenue from sales Revenue from logistics and warehousing services |
\$ 81,787,061 155,367 |
\$ 51,746,448 120,391 |
|
| \$ 81,942,428 |
\$ 51,866,839 |
25. NET PROFIT
Information about net profit is as follows:
a. Interest income
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Bank deposits | \$ 26,722 |
\$ 44,564 |
b. Other income
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Operating lease rental income | \$ 86,509 |
\$ 85,493 |
|
| Commission income | 85 | 322 | |
| Dividends | 378,426 | 302,927 | |
| Government grant income (Note 29) | 71,125 | 120,093 | |
| Indemnity income | 80,306 | - | |
| Others | 54,682 | 57,220 | |
| \$ 671,133 |
\$ 566,055 |
c. Other gains and losses
| For the Year Ended December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| Fair value changes of financial assets and financial liabilities Financial assets mandatorily classified as at FVTPL |
\$ 50 |
\$ 118 |
| Net foreign exchange gains | 22,802 | 141,423 |
| Gain on disposal of right-of-use asset |
125,554 | - |
| Loss on disposal of property, plant and equipment | (17,708) | (4,527) |
| Bank charges (including bonds) | (48,260) | (44,687) |
| Loss on lease modifications | - | (2,854) |
| Others | (225,630) | (15,594) |
| \$ (143,192) |
\$ 73,879 |
d. Finance costs
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Interest on bank loans (including bonds) Interest on lease liabilities |
\$ 232,653 1,041 |
\$ 272,725 1,319 |
|
| \$ 233,694 |
\$ 274,044 |
e. Depreciation and amortization
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Property, plant and equipment | \$ 1,694,816 |
\$ 1,676,440 |
|
| Right-of-use assets | 54,168 | 48,562 | |
| Computer software | 8,272 | 6,205 | |
| Long-term prepaid expenses | 197,739 | 201,455 | |
| \$ 1,954,995 |
\$ 1,932,662 |
||
| An analysis of depreciation by function | |||
| Operating costs | \$ 1,465,633 |
\$ 1,443,425 |
|
| Operating expenses | 266,213 | 259,299 | |
| Other losses | 17,138 | 22,278 | |
| \$ 1,748,984 |
\$ 1,725,002 |
||
| An analysis of amortization by function | |||
| Operating costs | \$ 196,806 |
\$ 201,498 |
|
| Operating expenses | 9,205 | 6,162 | |
| \$ 206,011 |
\$ 207,660 |
f. Employee benefits expense
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Short-term benefits | \$ 1,288,913 |
\$ 1,190,562 |
|
| Post-employment benefits (Note 22) | |||
| Defined contribution plans | 80,160 | 35,504 | |
| Defined benefit plans | 5,036 | 5,571 | |
| Total post-employment benefits | 85,196 | 41,075 | |
| Share-based payments | |||
| Equity-settled | 45,445 | 34,225 | |
| Other employee benefits | 106,819 | 100,418 | |
| Total employee benefits expense | \$ 1,526,373 |
\$ 1,366,280 |
|
| An analysis of employee benefits expense by function | |||
| Operating costs | \$ 1,014,560 |
\$ 837,850 |
|
| Operating expenses | 511,813 | 528,430 | |
| \$ 1,526,373 |
\$ 1,366,280 |
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. The Company replaced the supervisors with the audit committee; thus, there was no remuneration for supervisors.
The compensation of employees and the remuneration of directors for the years ended December 31, 2021 and 2020, which were approved by the Company's board of directors on March 8, 2022 and March 18, 2021, respectively, are as follows:
Accrual rate
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Compensation of employees | 1.44% | 1.47% | |
| Remuneration of directors | 0.45% | 0.46% |
Amount
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Cash | Cash | |||
| Compensation of employees | \$ 32,000 |
\$ 32,000 |
||
| Remuneration of directors | \$ 10,000 |
\$ 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, 2020 and 2019.
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
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Foreign exchange gains Foreign exchange losses |
\$ 419,463 (396,661) |
\$ 430,719 (289,296) |
|
| \$ 22,802 |
\$ 141,423 |
26. INCOME TAXES
a. Income tax recognized in profit or loss
Major components of income tax expense are as follows:
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Current tax | |||
| In respect of the current year | \$ 651,987 |
\$ 450,605 |
|
| Income tax on unappropriated earnings | 32,000 | - | |
| Adjustments for prior year | 18,140 | 1,999 | |
| 702,127 | 452,604 | ||
| Deferred tax | |||
| In respect of the current year | (80,719) | 96,356 | |
| Income tax expense recognized in profit or loss | \$ 621,408 |
\$ 548,960 |
A reconciliation of accounting profit and income tax expense is as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| Profit before tax from continuing operations | \$ 2,768,870 |
\$ 2,683,280 |
| Income tax expense calculated at the statutory rate (25%) Permanent differences |
\$ 692,218 298,448 |
\$ 670,820 271,430 |
| Tax-exempt income | (416,858) | (402,809) |
| Additional income tax under the Alternative Minimum Tax Act | 22,404 | 13,400 |
| Tax on unappropriated earnings | 32,000 | - |
| Effect of different tax rates of group entities operating in other |
||
| jurisdictions Adjustments for prior years' tax |
(24,944) 18,140 |
(5,880) 1,999 |
| Income tax expense recognized in profit or loss | \$ 621,408 |
\$ 548,960 |
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.
In accordance with Rule No. 10904550440 issued by the Ministry of Finance of Taiwan (MOF), the Group used the losses incurred in the first quarter of 2020 to estimate losses for the first six months of 2020 and this amount is deducted from the Group's unappropriated earnings for 2018 for filing the additional tax. For the 2020 consolidated financial reporting purpose, the tax on unappropriated earnings for 2018 is measured based on the actual profit for 2020, and the current income tax payable is adjusted accordingly.
b. Income tax recognized in other comprehensive income
| For the Year Ended December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| Deferred income tax benefit In respect of the current year Translation of foreign operations Remeasurement of defined benefit plans |
\$ 3,130 4,920 8,050 |
\$ 5,850 6,300 12,150 |
| Total income tax recognized in other comprehensive income | \$ 8,050 |
\$ 12,150 |
c. Current tax assets and liabilities
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Current tax assets Tax refund receivable Current tax liabilities Income tax payable |
\$ 142,571 \$ 105,721 |
\$ 5,825 \$ 245,350 |
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, 2021
| Opening Balance |
Recognized in Profit or Loss |
Recognized in Other Compre hensive Income |
Exchange Differences |
Closing Balance |
|
|---|---|---|---|---|---|
| Deferred tax assets | |||||
| Temporary differences | |||||
| Allowance for write - | |||||
| down of inventories | \$ 20,977 |
\$ 149,547 |
\$ - |
\$ (108) |
\$ 170,416 |
| Exchange differences on translating the |
|||||
| financial statements of foreign operations |
31,530 | - | 3,130 | - | 34,660 |
| Defined benefit | |||||
| obligations | 45,350 | 220 | 4,920 | - | 50,490 |
| Allowance for | |||||
| impairment loss | 7,894 | 59 | - | (43) | 7,910 |
| Others | 13,866 | 14,651 | - | (55) | 28,462 |
| 119,617 | 164,477 | 8,050 | (206) | 291,938 | |
| Loss carryforwards | 554,236 | (24,160) | - | (2,958) | 527,118 |
| \$ 673,853 |
\$ 140,317 |
\$ 8,050 |
\$ (3,164) |
\$ 819,056 |
|
| (Continued) |
| Opening Balance |
Recognized in Profit or Loss |
Recognized in Other Compre hensive Income |
Exchange Differences |
Closing Balance |
|
|---|---|---|---|---|---|
| Deferred tax liabilities | |||||
| Temporary differences Investment income abroad |
\$ 117,490 |
\$ (10) |
\$ - |
\$ - |
\$ 117,480 |
| Land revaluation incremental tax Others |
99,828 3 |
- 59,608 |
- - |
- (700) |
99,828 58,911 |
| \$ 217,321 |
\$ 59,598 |
\$ - |
\$ (700) |
\$ 276,219 (Concluded) |
For the year ended December 31, 2020
| Opening Balance |
Recognized in Profit or Loss |
Recognized in Other Compre hensive Income |
Exchange Differences |
Closing Balance |
|
|---|---|---|---|---|---|
| Deferred tax assets | |||||
| Temporary differences | |||||
| Allowance for write - down of inventories |
\$ 34,648 |
\$ (13,913) |
\$ - |
\$ 242 |
\$ 20,977 |
| Exchange differences | |||||
| on translating the | |||||
| financial statements of foreign operations |
25,680 | - | 5,850 | - | 31,530 |
| Defined benefit | |||||
| obligations | 38,210 | 840 | 6,300 | - | 45,350 |
| Allowance for impairment loss |
7,467 | 308 | - | 119 | 7,894 |
| Others | 14,842 | (1,132) | - | 156 | 13,866 |
| 120,847 | (13,897) | 12,150 | 517 | 119,617 | |
| Loss carryforwards | 628,777 | (82,800) | - | 8,259 | 554,236 |
| \$ 749,624 |
\$ (96,697) |
\$ 12,150 |
\$ 8,776 |
\$ 673,853 |
|
| Deferred tax liabilities | |||||
| Temporary differences | |||||
| Investment income | |||||
| abroad | \$ 117,240 |
\$ 250 |
\$ - |
\$ - |
\$ 117,490 |
| Land revaluation | |||||
| incremental tax | 99,828 | - | - | - | 99,828 |
| Others | 603 | (591) | - | (9) | 3 |
| \$ 217,671 |
\$ (341) |
\$ - |
\$ (9) |
\$ 217,321 |
e. Deferred tax assets which have not been recognized
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Loss carryforwards Expiry in 2021 |
\$ - |
\$ 158 |
|
| f. | Information about unused loss carryforwards | ||
| Loss carryforwards as of December 31, 2021 comprised: | |||
| Unused Amount | Expiry Year | ||
| \$ 27,109 577,704 934,950 380,252 188,458 \$ 2,108,473 |
2022 2023 2024 2025 2026 |
||
g. The aggregate amount of temporary differences associated with investments for which deferred tax liabilities have not been recognized
As of December 31, 2021 and 2020, the taxable temporary differences associated with investments in subsidiaries for which no deferred tax liabilities have been recognized were \$2,480,000 thousand and \$2,070,000 thousand, respectively.
h. Domestic income tax assessments
| Assessment Year | |
|---|---|
| The Company | 2019 |
| TUI | 2019 |
| WCI | 2019 |
| UVC | 2020 |
27. EARNINGS PER SHARE
Unit: NT\$ Per Share
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Basic | \$ | \$ | ||
| earnings per share | 1.66 | 1.62 | ||
| Diluted | \$ | \$ | ||
| earnings per share | 1.62 | 1.62 |
The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share are as follows:
Net Profit for the Year
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Earnings used in the computation of basic and diluted earnings per | |||
| share | \$ 2,147,462 |
\$ 2,134,320 |
The weighted average number of ordinary shares outstanding (in thousands of shares) is as follows:
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Weighted average number of ordinary shares used in the | ||||
| computation of basic earnings per share | 1,297,478 | 1,314,334 | ||
| Effect of potentially dilutive ordinary shares | ||||
| Employee share options | 24,829 | 4,171 | ||
| Compensation of employees | 1,858 | 1,667 | ||
| Weighted average number of ordinary shares used in the | ||||
| computation of diluted earnings per share | 1,324,165 | 1,320,172 |
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.
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:
| For the Year Ended December 31 | |||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||
| Number of Options (In Thousands of Units) |
Weighted average Exercise Price (\$) |
Number of Options (In Thousands of Units) |
Weighted average Exercise Price (\$) |
||||
| Balance at January 1 | 40,000 | \$9.4 | 40,000 | \$9.6 | |||
| Options exercised | (15,510) | 8.9 | - | ||||
| Options expired | (94) | 8.9 | - | ||||
| Balance at December 31 | 24,396 | 8.9 | 40,000 | 9.4 | |||
| Options exercisable, end of the year |
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 \$26,141 thousand and \$34,225 thousand for the years ended December 31, 2021 and 2020, 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.
29. GOVERNMENT GRANTS
- a. In 2021 and 2020, the Group received government grants of \$58,422 thousand and \$107,563 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 2021 and 2020, the long-term deferred income of \$1,241 thousand and \$1,224 thousand was transferred to other income, respectively.
As of December 31, 2021 and 2020, the balances of the deferred income were \$6,363 thousand and \$7,646 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 2021 and 2020, the long-term deferred income of \$11,462 thousand and \$11,306 thousand, respectively, was transferred to other income.
As of December 31, 2021 and 2020, the balances of the deferred income were \$164,933 thousand and \$177,343 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.
Net Liability Ratio
The net liability ratio at end of the reporting period was as follows:
| December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| Liabilities Cash and cash equivalents (note) |
\$ 23,875,107 (4,377,252) |
\$ 19,245,936 (3,656,803) |
| Net liabilities | \$ 19,497,855 |
\$ 15,589,133 |
| Assets Cash and cash equivalents (note) Net assets |
\$ 53,771,844 (4,377,252) |
\$ 44,200,637 (3,656,803) |
| \$ 49,394,592 |
\$ 40,543,834 |
|
| Net liability to net asset ratio | 39% | 38% |
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, 2021
| Carrying | Fair Value | |||||
|---|---|---|---|---|---|---|
| Amount | Level 1 | Level 2 | Level 3 | Total | ||
| Financial liabilities | ||||||
| Financial liabilities at amortized cost Domestic corporate bonds payable |
\$ 5,991,133 | \$ - |
\$ 6,025,200 | \$ - |
\$ 6,025,200 | |
| December 31, 2020 | ||||||
| Carrying | Fair Value | |||||
| Amount | Level 1 | Level 2 | Level 3 | Total | ||
| Financial liabilities | ||||||
| Financial liabilities at amortized cost Domestic corporate bonds |
||||||
| payable | \$ 5,986,705 | \$ - |
\$ 6,037,788 | \$ - |
\$ 6,037,788 |
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.
b. Fair value of financial instruments measured at fair value on a recurring basis
1) Fair value hierarchy
December 31, 2021
| Level 1 | Level 2 | Level 3 | Total | ||
|---|---|---|---|---|---|
| Financial assets at FVTPL Mutual funds |
\$ 25,665 |
\$ | - | \$ - |
\$ 25,665 |
| Financial assets at FVTOCI Investments in equity instruments Domestic listed shares and emerging |
|||||
| market shares Foreign listed shares Domestic unlisted shares |
\$ 13,154,544 49,135 - |
\$ | - - - |
\$ - - 699,460 |
\$ 13,154,544 49,135 699,460 |
| Foreign unlisted shares | \$ - 13,203,679 |
\$ | - - |
\$ 8 699,468 |
\$ 8 13,903,147 |
December 31, 2020
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets at FVTPL Mutual funds |
\$ 25,615 |
\$ - |
\$ - |
\$ 25,615 |
| Financial assets at FVTOCI Investments in equity instruments Domestic listed shares and emerging |
||||
| market shares Foreign listed shares Domestic unlisted shares |
\$ 9,406,702 149,962 - |
\$ - - - |
\$ - - 618,578 |
\$ 9,406,702 149,962 618,578 |
| Foreign unlisted shares | \$ - 9,556,664 |
\$ - - |
\$ 10 618,588 |
\$ 10 10,175,252 |
There were no transfers between Levels 1 and 2 in the current and prior years.
2) Reconciliation of Level 3 fair value measurements of financial instruments
For the year ended December 31, 2021
| Financial Assets at FVTOCI |
|
|---|---|
| Financial Assets | Equity Instruments |
| Balance at January 1, 2021 Recognized in other comprehensive income (included in unrealized gain (loss) |
\$ 618,588 |
| on financial assets at FVTOCI) | 76,603 |
| Purchases | 27,375 |
| Proceed from return of investment | (23,044) |
| Sales/settlements | (54) |
| Balance at December 31, 2021 | \$ 699,468 |
| For the year ended December 31, 2020 |
| Financial Assets at FVTOCI |
|
|---|---|
| Financial Assets | Equity Instruments |
| Balance at January 1, 2020 Recognized in other comprehensive income (included in unrealized gain (loss) |
\$ 520,032 |
| on financial assets at FVTOCI) | 113,288 |
| Transfers out of Level 3 | (14,727) |
| Net exchange differences | (5) |
| Balance at December 31, 2020 | \$ 618,588 |
3) Valuation techniques and inputs applied for Level 2 fair value measurement
| Financial Instrument | Valuation Technique and Inputs |
|---|---|
| Financial liabilities - domestic corporate bonds payable |
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.
c. Categories of financial instruments
| December 31 | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Financial assets | ||||
| Financial assets mandatorily classified as at FVTPL Financial assets at amortized cost (1) Equity instruments at FVTOCI |
\$ | 25,665 9,605,046 13,903,147 |
\$ | 25,615 7,879,096 10,175,252 |
| Financial liabilities | ||||
| Financial liabilities at amortized cost (2) | 21,497,989 | 17,179,896 |
- 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 37.
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 and RMB (the functional currency) 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 profit, and the balances below would be negative.
| USD Impact | ||||
|---|---|---|---|---|
| For the Year Ended December 31 | ||||
| 2021 | 2020 | |||
| Profit or loss | \$ 50,710 |
\$ 31,417 |
This was mainly attributable to the exposure on outstanding receivables, payables and borrowings denominated in USD.
The Group's sensitivity to foreign currency increased for the year ended December 31, 2021 mainly due to the increase in the amount of payables in USD, leading to the increase 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:
| December 31 | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Fair value interest rate risk | ||||
| Financial assets | \$ | 38,513 | \$ | 38,398 |
| Financial liabilities | 17,453,432 | 13,431,856 | ||
| Cash flow interest rate risk | ||||
| Financial liabilities | 400,000 | 842,242 |
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.
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, 2021 and 2020 would decrease/increase by \$2,000 thousand and \$5,717 thousand, respectively.
The Group's sensitivity to interest rates decreased for the year ended December 31, 2021 mainly due to the decrease 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, 2021 and 2020 would have increased/decreased by \$695,157 thousand and \$508,763 thousand, respectively, as a result of the changes in fair value of financial assets at FVTOCI.
The Group's sensitivity to equity prices increased because the Group held more 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, 2021 and 2020.
The Group's concentration of credit risk by geographical locations was mainly in mainland China, which accounted for 60% and 63% of total trade receivables as of December 31, 2021 and 2020, 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, 2021 and 2020, 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.
| 0-3 Months | 3 Months to 1 Year |
1-5 Years | Over 5 years | |
|---|---|---|---|---|
| December 31, 2021 |
||||
| Non-derivative financial liabilities Non-interest bearing liabilities Lease liabilities Variable interest rate liabilities Fixed interest rate |
\$ 2,718,673 3,614 - |
\$ 587,030 10,417 - |
\$ - 21,692 400,000 |
\$ - 6,019 - |
| liabilities | 2,099,016 | 1,237,742 | 14,086,830 | - |
| \$ 4,821,303 |
\$ 1,835,189 |
\$ 14,508,522 |
\$ 6,019 |
|
| December 31, 2020 | ||||
| Non-derivative financial liabilities Non-interest bearing liabilities Lease liabilities Variable interest rate |
\$ 2,131,253 3,390 |
\$ 401,033 10,539 |
\$ - 25,186 |
\$ - 12,816 |
| liabilities | 387,782 | 355,626 | 400,000 | - |
| Fixed interest rate liabilities |
515,183 | 328,234 | 12,250,000 | - |
| \$ 3,037,608 |
\$ 1,095,432 |
\$ 12,675,186 |
\$ 12,816 |
b) Financing facilities
| December 31 | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Unsecured bank loan facilities | ||||
| Amount used | \$ 9,903,905 |
\$ 7,217,087 |
||
| Amount unused | 26,211,578 | 27,334,104 | ||
| \$ 36,115,483 |
\$ 34,551,191 |
e. Transfers of financial assets
During the years ended December 31, 2021 and 2020, 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, 2021 and 2020, the carrying amounts of these banker's acceptance bills that have been transferred but not derecognized were \$1,919,683 thousand and \$1,019,738 thousand, respectively. The carrying amounts of the related liabilities were \$1,919,683 thousand and \$1,019,738 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) Linde Lienhwa Industrial GASES Co., Ltd. (LLIG) |
Subsidiary of LHIHC Associate of LHIHC |
|
| Lien Hwa Industrial GASES (Soochow) Co., Ltd. (LLIG Soochow) |
Associate of LLIG | |
| 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 |
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| Related Party Category | 2021 | 2020 | ||
| Associates of investors with significant influence over the Group | \$ 29,000 |
\$ 53,509 |
c. Lease arrangements - the Group is lessee
| December 31 | |||||
|---|---|---|---|---|---|
| Line Item | Related Party Category/Name | 2021 | 2020 | ||
| Lease liabilities | Associates of investors with significant influence over the Group LHPDC |
\$ 663 20,020 |
\$ 1,112 24,626 |
||
| \$ 20,683 |
\$ 25,738 |
| For the Year Ended December 31 | ||
|---|---|---|
| Related Party Category/Name | 2021 | 2020 |
| Interest expense | ||
| Associates of investors with significant influence over the Group LHPDC |
\$ 39 417 |
\$ 57 579 |
| \$ 456 |
\$ 636 |
d. Lease arrangements - the Group is lessor
Future lease payments receivable are as follows:
| December 31 | ||||
|---|---|---|---|---|
| Related Party Category/Name | 2021 | 2020 | ||
| Associates of investors with significant influence over the Group | ||||
| AUECC | \$ 58,385 |
\$ 62,451 |
||
| LPG | 3,473 | 5,458 | ||
| \$ 61,858 |
\$ 67,909 |
Lease income was as follows:
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| Related Party Category/Name | 2021 | 2020 | ||
| Associates of investors with significant influence over the Group | ||||
| AUECC | \$ 18,681 |
\$ 18,172 |
||
| LPG | 5,530 | 4,148 | ||
| \$ 24,211 |
\$ 22,320 |
e. Service revenue
| For the Year Ended December 31 | ||||||
|---|---|---|---|---|---|---|
| Line Item | Related Party Category/Name | 2021 | 2020 | |||
| Other income | Associates of investors with significant influence over the Group Subsidiaries of investors with significant influence over the Group |
\$ | 70 | \$ | 68 | |
| LHPDC | 516 | 493 | ||||
| \$ | 586 | \$ | 561 |
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)
| December 31 | |||
|---|---|---|---|
| Line Item | Related Party Category/Name | 2021 | 2020 |
| 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 |
\$ 1,427 1,848 535 |
\$ 1,435 1,590 530 |
| LHPDC | 46 | 44 | |
| \$ 3,856 |
\$ 3,599 |
g. Refundable deposits
| December 31 | |||
|---|---|---|---|
| Line Item | Related Party Category/Name | 2021 | 2020 |
| Other non-current assets |
Subsidiaries of investors with significant influence over the Group |
||
| LHPDC | \$ 1,692 |
\$ 1,692 |
h. Payables to related parties
| December 31 | |||||
|---|---|---|---|---|---|
| Line Item | Related Party Category/Name | 2021 | 2020 | ||
| Trade payables | Associates of investors with significant influence over the Group |
\$ 1,971 |
\$ 4,085 |
i. Guarantee deposits received
| December 31 | |||||
|---|---|---|---|---|---|
| Line Item | Related Party Category/Name | 2021 | 2020 | ||
| Guarantee deposits received |
Associate of investors with significant influence over the Group AUECC |
\$ 3,315 |
\$ 3,315 |
j. Remuneration of key management personnel
The remuneration of directors and key executives was as follows:
| December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| Short-term employee benefits | \$ 42,872 |
\$ 33,438 |
| Post-employment benefits | 463 | 446 |
| Share-based payments | 3,808 | 4,970 |
| \$ 47,143 |
\$ 38,854 |
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:
| December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| Restricted deposit (recorded as financial assets at amortized cost) | \$ 33,049 |
\$ 32,937 |
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, 2021 and 2020 were as follows:
- a. As of December 31, 2021 and 2020, unused letters of credit for purchases of raw materials, machinery and equipment amounted to approximately \$751,984 thousand and \$375,393 thousand, respectively.
- b. Unrecognized commitments were as follows:
| December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| Acquisition of raw materials and supplies | \$ 1,928,537 |
\$ 2,224,388 |
| Acquisition of property, plant and equipment | \$ 1,198,340 |
\$ 909,458 |
- c. As of December 31, 2021, 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\$50,000 thousand.
- 2) Nanchong Unicizer Industrial RMB723,000 thousand.
- 3) UPC Chemicals (Malaysia) US\$50,000 thousand.
- 4) Panjin Union Materials RMB286,500 thousand.
- 5) Panjin Union Chemical RMB895,000 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. However, with the coverage of commercial fire comprehensive insurance and business interruption insurance the losses may be fully or partially offset, depending on the actual loss and insurance claim amounts. The insurance payment will be made after the insurance company finishes the assessment.
36. OTHER ITEMS
Due to the outbreak of the COVID-19 pandemic, 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.
37. 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, 2021
| Foreign Currency (In Thousands) |
Exchange Rate | Carrying Amount (In Thousands) |
|
|---|---|---|---|
| Financial assets | |||
| Monetary items | |||
| USD | \$ 16,692 |
27.680 (USD:NTD) | \$ 462,035 |
| USD | 18,121 | 6.376 (USD:RMB) | 501,589 |
| MYR | 11,594 | 4.176 (USD:MYR) | 76,849 |
| \$ 1,040,473 |
|||
| Non-monetary items Investments accounted for using the equity method |
|||
| USD | 666 | 27.680 (USD:NTD) | \$ 18,441 |
| Financial liabilities | |||
| Monetary items | |||
| USD | 23,999 | 27.680 (USD:NTD) | \$ 664,292 |
| USD | 71,881 | 6.376 (USD:RMB) | 1,989,666 |
| MYR | 30,963 | 4.176 (USD:MYR) | 205,234 |
| \$ 2,859,192 |
December 31, 2020
| Foreign Currency (In Thousands) |
Exchange Rate | Carrying Amount (In Thousands) |
|
|---|---|---|---|
| Financial assets | |||
| Monetary items USD USD MYR |
\$ 7,758 13,511 14,891 |
28.480 (USD:NTD) 6.525 (USD:RMB) 4.013 (USD:MYR) |
\$ 220,948 384,793 105,680 \$ 711,421 |
| Non-monetary items Investments accounted for using the equity method USD |
666 | 28.480 (USD:NTD) | \$ 18,970 |
| Financial liabilities | |||
| Monetary items USD USD MYR |
8,495 49,545 16,636 |
28.480 (USD:NTD) 6.525 (USD:RMB) 4.013 (USD:MYR) |
\$ 241,938 1,411,042 118,065 |
| \$ 1,771,045 |
For the years ended December 31, 2021 and 2020, net foreign exchange gains were \$22,802 thousand and \$141,423 thousand, respectively. It is impractical to disclose net foreign exchange gains by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the entities in the Group.
38. 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)
- 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 (Notes 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)
39. 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.
- 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
| For the year ended December 31, 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Eastern China | Southern China | Northern China | Central China | Taiwan | Other Regions | Adjustment and Elimination |
Total | |
| Revenue from external customers Inter-segment revenue |
\$ 41,408,865 3,111,660 |
\$ 19,631,757 3,033,504 |
\$ 7,603,675 5,418,416 |
\$ 4,069,742 1,487,138 |
\$ 4,338,662 1,347,794 |
\$ 4,889,727 13,463,029 |
\$ - (27,861,541) |
\$ 81,942,428 - |
| Segment revenue | \$ 44,520,525 | \$ 22,665,261 | \$ 13,022,091 | \$ 5,556,880 |
\$ 5,686,456 |
\$ 18,352,756 | \$ (27,861,541) | \$ 81,942,428 |
| Interest revenue Finance costs Significant gains or losses |
\$ 74,033 31,800 |
\$ 8,712 38,373 |
\$ 5,752 67,046 |
\$ 2,973 35,101 |
\$ 58 126,285 |
\$ 842 737 |
\$ (65,648) (65,648) |
\$ 26,722 233,694 |
| Depreciation expense Amortization expense Segment income (loss) |
696,226 46,450 859,733 |
214,768 47,177 605,461 |
400,328 69,544 158,549 |
191,014 - (204,357) |
121,787 28,596 102,788 |
124,861 14,244 625,288 |
- - - |
1,748,984 206,011 2,147,462 |
| December 31, 2021 | ||||||||
| Eastern China | Southern China | Northern China | Central China | Taiwan | Other Regions | Adjustment and Elimination |
Total | |
| Asset of segment Liability of segment |
\$ 19,992,723 6,217,003 |
\$ 6,268,273 2,386,804 |
\$ 9,813,845 5,902,026 |
\$ 3,598,355 2,502,284 |
\$ 48,731,883 16,162,938 |
\$ 6,341,778 2,481,357 |
\$ (40,975,013) (11,777,305) |
\$ 53,771,844 23,875,107 |
| For the year ended December 31, 2020 | ||||||||
| Eastern China | Southern China | Northern China | Central China | Taiwan | Other Regions | Adjustment and Elimination |
Total | |
| Revenue from external customers Inter-segment revenue |
\$ 26,137,547 1,306,610 |
\$ 11,491,806 481,749 |
\$ 4,624,811 1,460,491 |
\$ 2,566,949 160,476 |
\$ 4,180,466 258,624 |
\$ 2,865,260 7,097,234 |
\$ - (10,765,184) |
\$ 51,866,839 - |
| Segment revenue | \$ 27,444,157 | \$ 11,973,555 | \$ 6,085,302 |
\$ 2,727,425 |
\$ 4,439,090 |
\$ 9,962,494 |
\$ (10,765,184) | \$ 51,866,839 |
| Interest revenue Finance costs |
||||||||
| Significant gains or losses |
\$ 123,238 41,797 |
\$ 8,241 35,495 |
\$ 3,820 123,102 |
\$ 2,974 43,511 |
\$ 139 125,285 |
\$ 2,562 1,264 |
\$ (96,410) (96,410) |
\$ 44,564 274,044 |
| Depreciation expense Amortization expense Segment income (loss) |
687,204 56,877 1,494,264 |
231,641 51,086 405,460 |
382,173 54,484 (225,840) |
185,157 11,066 (97,108) |
114,753 27,711 337,622 |
124,074 6,436 219,922 |
- - - |
1,725,002 207,660 2,134,320 |
| Eastern China | Southern China | Northern China | December 31, 2020 Central China |
Taiwan | Other Regions | Adjustment and Elimination |
Total |
c. Revenue from major products and services
The Group's sale of petroleum products accounts for at least 90% of the Group's revenue.
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:
| Revenue from External Customers |
Non-current Assets | |||
|---|---|---|---|---|
| For the Year Ended December 31 | December 31 | |||
| 2021 | 2020 | 2021 | 2020 | |
| China | \$ 72,714,039 |
\$ 44,821,113 |
\$ 13,354,193 |
\$ 13,214,071 |
| Taiwan | 4,338,662 | 4,180,466 | 2,086,276 | 1,937,438 |
| Others | 4,889,727 | 2,865,260 | 2,458,131 | 2,603,253 |
| \$ 81,942,428 |
\$ 51,866,839 |
\$ 17,898,600 |
\$ 17,754,762 |
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, 2021 and 2020.
FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Collateral | Financing Limit | Financing | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
Item | Value | for Each Borrowing Company |
Company's Total Financing Amount Limits |
| 1 | Zhenjiang Union Chemical |
ZhenJiang Union Torch Estate |
Receivable from related parties |
Yes | \$ 1,345,865 (RMB 310,000 thousand) |
\$ 824,885 (RMB 190,000 thousand) |
\$ 651,876 (RMB 150,150 thousand) |
0%-1.51% | 2 | \$ | - Operating capital | \$ - |
- | \$ - |
\$ 2,365,049 (RMB 544,753 thousand) |
\$ 4,730,099 (RMB 1,089,508 thousand) |
| Panjin Union Logistics Receivable from | related parties | Yes | 238,783 (RMB 55,000 thousand) |
238,783 (RMB 55,000 thousand) |
238,783 (RMB 55,000 thousand) |
0%-1.51% | 2 | - Operating capital, equipment purchase and construction |
- | - | - | (Note 3) 2,365,049 (RMB 544,753 thousand) (Note 3) |
(Note 4) 4,730,099 (RMB 1,089,508 thousand) (Note 4) |
|||
| Panjin Union Chemical Receivable from | related parties | Yes | 1,085,375 (RMB 250,000 thousand) |
1,085,375 (RMB 250,000 thousand) |
955,130 (RMB 220,000 thousand) |
0%-1.51% | 2 | payment - Operating capital, equipment purchase and construction |
- | - | - | 2,365,049 (RMB 544,753 thousand) (Note 3) |
4,730,099 (RMB 1,089,508 thousand) (Note 4) |
|||
| Nanchong Unicizers | Receivable from related parties |
Yes | 390,735 (RMB 90,000 thousand) |
390,735 (RMB 90,000 thousand) |
260,490 (RMB 60,000 thousand) |
0%-1.51% | 2 | payment - Operating capital, equipment purchase and construction |
- | - | - | 2,365,049 (RMB 544,753 thousand) (Note 3) |
4,730,099 (RMB 1,089,508 thousand) (Note 4) |
|||
| Panjin Union Materials Receivable from | related parties | Yes | 477,565 (RMB 110,000 thousand) |
477,565 (RMB 110,000 thousand) |
260,490 (RMB 60,000 thousand) |
0%-1.51% | 2 | payment - Operating capital |
- | - | - | 2,365,049 (RMB 544,753 thousand) (Note 3) |
4,730,099 (RMB 1,089,508 thousand) (Note 4) |
|||
| Jiangsu Union Logistics Receivable from | related parties | Yes | 86,830 (RMB 20,000 thousand) |
- | - | - | 2 | - | Operating capital | - | - | - | 2,365,049 (RMB 544,753 thousand) (Note 3) |
4,730,099 (RMB 1,089,508 thousand) (Note 4) |
||
| Taizhou Union Chemica Receivable from | related parties | Yes | 130,245 (RMB 30,000 thousand) |
130,245 (RMB 30,000 thousand) |
- | 0%-1.51% | 2 | - | Operating capital | - | - | - | 2,365,049 (RMB 544,753 thousand) (Note 3) |
4,730,099 (RMB 1,089,508 thousand) (Note 4) |
||
| 2 | Glory Ace | Union Hong Kong | Receivable from related parties |
Yes | 525,920 (US\$ 19,000 thousand) |
525,920 (US\$ 19,000 thousand) |
525,920 (US\$ 19,000 thousand) |
- | 2 | - Operating capital | - | - | - | 540,785 (US\$ 19,537 thousand) (Note 5) |
540,785 (US\$ 19,537 thousand) (Note 6) |
|
| 3 | CHL | UPC Chemicals (Malaysia) |
Receivable from related parties |
Yes | 456,720 (US\$ 16,500 thousand) |
456,720 (US\$ 16,500 thousand) |
346,000 (US\$ 12,500 thousand) |
- | 2 | - Operating capital | - | - | - | 13,105,257 (US\$ 473,456 thousand) (Note 7) |
26,210,514 (US\$ 946,912 thousand) (Note 8) |
|
| UPCM Trading (Thailand) |
Receivable from related parties |
Yes | 83,040 (US\$ 3,000 thousand) |
83,040 (US\$ 3,000 thousand) |
41,520 (US\$ 1,500 thousand) |
- | 2 | - Operating capital | - | - | - | 13,105,257 (US\$ 473,456 thousand) (Note 7) |
26,210,514 (US\$ 946,912 thousand) (Note 8) |
|||
| Union Hong Kong | Receivable from related parties |
Yes | 276,800 (US\$ 10,000 thousand) |
276,800 (US\$ 10,000 thousand) |
196,528 (US\$ 7,100 thousand) |
- | 2 | - Operating capital | - | - | - | 13,105,257 (US\$ 473,456 thousand) (Note 7) |
26,210,514 (US\$ 946,912 thousand) (Note 8) |
|||
| 4 | Guangdong Union Logistics |
Zhuhai Unicizers | Receivable from related parties |
Yes | 130,245 (RMB 30,000 thousand) |
130,245 (RMB 30,000 thousand) |
111,577 (RMB 25,700 thousand) |
0%-1.51% | 2 | - Operating capital | - | - | - | 179,787 (RMB 41,411 thousand) (Note 9) |
179,787 (RMB 41,411 thousand) (Note 10) |
|
| Zhongshan Unicizers | Receivable from related parties |
Yes | 43,415 (RMB 10,000 thousand) |
- | - | - | 2 | - Operating capital | - | - | - | 179,787 (RMB 41,411 thousand) (Note 9) |
179,787 (RMB 41,411 thousand) (Note 10) |
| Collateral | Financing Limit | Financing | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 Reasons for Amount Financing |
Allowance for Impairment Loss |
Item | Value | for Each Borrowing Company |
Company's Total Financing Amount Limits |
| 5 | Jiangsu Union Logistics |
ZhengJiang Union Chemical |
Receivable from related parties |
Yes | \$ 225,758 (RMB 52,000 thousand) |
\$ 186,685 (RMB 43,000 thousand) |
\$ 186,685 (RMB 43,000 thousand) |
0%-1.51% | 2 | \$ - Operating capital, |
\$ - |
- | \$ - |
\$ 226,610 (RMB 52,104 thousand) (Note 11) |
\$ 226,610 (RMB 52,104 thousand) (Note 12) |
| 6 | Taizhou Union Plastics |
Nanchong Unicizers | Receivable from related parties |
Yes | 1,432,695 (RMB 330,000 thousand) |
1,215,620 (RMB 280,000 thousand) |
955,130 (RMB 220,000 thousand) |
0%-1.51% | 2 | - Operating capital, equipment purchase and construction |
- | - | - | 2,935,833 (RMB 676,226 thousand) (Note 13) |
5,871,667 (RMB 1,352,451 thousand) (Note 14) |
| Panjin Union Logistics Receivable from | related parties | Yes | 303,905 (RMB 70,000 thousand) |
260,490 (RMB 60,000 thousand) |
217,075 (RMB 50,000 thousand) |
0%-1.51% | 2 | payment - Operating capital, equipment purchase and construction |
- | - | - | 2,935,833 (RMB 676,226 thousand) (Note 13) |
5,871,667 (RMB 1,352,451 thousand) (Note 14) |
||
| Panjin Union Materials Receivable from | related parties | Yes | 1,324,158 (RMB 305,000 thousand) |
1,063,668 (RMB 245,000 thousand) |
885,666 (RMB 204,000 thousand) |
0%-1.51% | 2 | payment - Operating capital, equipment purchase and construction |
- | - | - | 2,935,833 (RMB 676,226 thousand) (Note 13) |
5,871,667 (RMB 1,352,451 thousand) (Note 14) |
||
| Panjin Union Chemical Receivable from | related parties | Yes | 1,606,355 (RMB 370,000 thousand) |
1,302,450 (RMB 300,000 thousand) |
1,128,790 (RMB 260,000 thousand) |
0%-1.51% | 2 | payment \$ - Operating capital, equipment purchase and construction payment |
- | - | - | 2,935,833 (RMB 676,226 thousand) (Note 13) |
5,871,667 (RMB 1,352,451 thousand) (Note 14) |
||
| Taizhou Union Logistics Receivable from | related parties | Yes | 260,490 (RMB 60,000 thousand) |
260,490 (RMB 60,000 thousand) |
143,270 (RMB 33,000 thousand) |
0%-1.51% | 2 | - Operating capital | - | - | - | 2,935,833 (RMB 676,226 thousand) (Note 13) |
5,871,667 (RMB 1,352,451 thousand) (Note 14) |
||
| ZhenJiang Union Chemical |
Receivable from related parties |
Yes | 347,320 (RMB 80,000 thousand) |
130,245 (RMB 30,000 thousand) |
- | 0%-1.51% | 2 | - Operating capital | - | - | - | 2,935,833 (RMB 676,226 thousand) (Note 13) |
5,871,667 (RMB 1,352,451 thousand) (Note 14) |
||
| Taizhou Union Chemical Receivable from | related parties | Yes | 347,320 (RMB 80,000 thousand) |
347,320 (RMB 80,000 thousand) |
- | 0%-1.51% | 2 | - Operating capital | - | - | - | 2,935,833 (RMB 676,226 thousand) (Note 13) |
5,871,667 (RMB 1,352,451 thousand) (Note 14) |
||
| 7 | Sichung Logistics Nanchong Unicizers | Receivable from related parties |
Yes | 151,953 (RMB 35,000 thousand) |
151,953 (RMB 35,000 thousand) |
136,757 (RMB 31,500 thousand) |
0%-1.51% | 2 | - Operating capital, equipment purchase and construction payment |
- | - | - | 152,057 (RMB 35,024 thousand) (Note 15) |
152,057 (RMB 35,024 thousand) (Note 16) |
|
| 8 | Zhongshan Unicizers |
Zhuhai Unicizers | Receivable from related parties |
Yes | 390,735 (RMB 90,000 thousand) |
260,490 (RMB 60,000 thousand) |
86,830 (RMB 20,000 thousand) |
0%-1.51% | 2 | - Operating capital | - | - | - | 3,571,103 (RMB 822,551 thousand) (Note 17) |
7,142,207 (RMB 1,645,101 thousand) (Note 18) |
| Zhongshan Unicizers |
Panjin Union Chemical Receivable from | related parties | Yes | 217,075 (RMB 50,000 thousand) |
- | - | 1.51% | 2 | - Operating capital | - | - | - | 3,571,103 (RMB 822,551 thousand) (Note 17) |
7,142,207 (RMB 1,645,101 thousand) (Note 18) |
|
| 9 | Zhuhai Unicizers Zhongshang Unicizers | Receivable from related parties |
Yes | 260,490 (RMB 60,000 thousand) |
260,490 (RMB 60,000 thousand) |
- | 0%-1.51% | 2 | - Operating capital | - | - | - | 1,499,676 (RMB 345,428 thousand) (Note 19) |
2,999,352 (RMB 690,856 thousand) (Note 20) |
|
| 10 | Panjin Union Logistics |
Panjin Union Chemical Receivable from | related parties | Yes | 43,415 (RMB 10,000 thousand) |
- | - | - | 2 | - Operating capital | - | - | - | 494,303 (RMB 113,856 thousand) (Note 21) |
988,606 (RMB 227,711 thousand) (Note 22) |
| Collateral | Financing Limit | Financing | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 Reasons for Amount Financing |
Allowance for Impairment Loss |
Item | Value | for Each Borrowing Company |
Company's Total Financing Amount Limits |
| 11 | Panjin Union Materials |
Panjin Union Chemical Receivable from | related parties | Yes | \$ 520,980 (RMB 120,000 thousand) |
\$ 477,565 (RMB 110,000 thousand) |
\$ 386,394 (RMB 89,000 thousand) |
0%-1.51% | 2 | \$ - Operating capital |
\$ - |
- | \$ - |
\$ 528,883 (RMB 121,821 thousand) (Note 23) |
\$ 1,057,767 (RMB 243,641 thousand) (Note 24) |
| 12 | Panjin Union Chemical |
Panjin Union Materials Receivable from | related parties | Yes | 43,415 (RMB 10,000 thousand) |
- | - | - | 2 | - Operating capital | - | - | - | 705,103 (RMB 162,410 thousand) |
1,410,207 (RMB 324,820 thousand) |
| Panjin Union Logistics Receivable from | related parties | Yes | 86,830 (RMB 20,000 thousand) |
86,830 (RMB 20,000 thousand) |
32,127 (RMB 7,400 thousand) |
0%-1.51% | 2 | - Operating capital | - | - | - | (Note 25) 705,103 (RMB 162,410 thousand) (Note 25) |
(Note 26) 1,410,207 (RMB 324,820 thousand) (Note 26) |
||
| 13 | Taizhou Union Chemical |
Taizhou Union Logistics Receivable from | related parties | Yes | 130,245 (RMB 30,000 thousand) |
130,245 (RMB 30,000 thousand) |
- | 0%-1.51% | 2 | - Operating capital | - | - | - | 1,120,283 (RMB 258,041 thousand) |
2,240,066 (RMB 516,081 thousand) |
| Panjin Union Chemical Receivable from | related parties | Yes | 260,490 (RMB 60,000 thousand) |
260,490 (RMB 60,000 thousand) |
- | 0%-1.51% | 2 | - Operating capital | - | - | - | (Note 27) 1,120,083 (RMB 258,041 thousand) |
(Note 28) 2,240,566 (RMB 516,081 thousand) |
||
| Taizhou Union Plastics Receivable from | related parties | Yes | 520,980 (RMB 120,000 thousand) |
520,980 (RMB 120,000 thousand) |
- | 0%-1.51% | 2 | - Operating capital | - | - | - | (Note 27) 1,120,083 (RMB 258,041 thousand) (Note 27) |
(Note 28) 2,240,566 (RMB 516,081 thousand) (Note 28) |
||
| Nanchong Unicizers | Receivable from related parties |
Yes | 130,245 (RMB 30,000 thousand) |
130,245 (RMB 30,000 thousand) |
86,830 (RMB 20,000 thousand) |
0%-1.51% | 2 | - Operating capital | - | - | - | 1,120,083 (RMB 258,041 thousand) (Note 27) |
2,240,566 (RMB 516,081 thousand) (Note 28) |
||
| Zhuhai Unicizers | Receivable from related parties |
Yes | 130,245 (RMB 30,000 thousand) |
130,245 (RMB 30,000 thousand) |
130,245 (RMB 30,000 thousand) |
0%-1.51% | 2 | - Operating capital | - | - | - | 1,120,083 (RMB 258,041 thousand) (Note 27) |
2,240,566 (RMB 516,081 thousand) (Note 28) |
||
| Panjin Union Materials Receivable from | related parties | Yes | 86,830 (RMB 20,000 thousand) |
86,830 (RMB 20,000 thousand) |
- | - | 2 | - Operating capital | - | - | - | 1,120,083 (RMB 258,041 thousand) (Note 27) |
2,240,566 (RMB 516,081 thousand) (Note 28) |
||
| Zhenjiang Union Chemical |
Receivable from related parties |
Yes | 130,245 (RMB 30,000 thousand) |
130,245 (RMB 30,000 thousand) |
- | 0%-1.51% | 2 | - Operating capital | - | - | - | 1,120,083 (RMB 258,041 thousand) (Note 27) |
2,240,566 (RMB 516,081 thousand) (Note 28) |
||
| \$ 14,223,712 |
\$ 12,013,889 |
\$ 7,964,113 |
\$ - |
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.
- 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.
(Concluded)
TABLE 2
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Guaranteed Party | Limits on | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. (Note 1) |
Endorsement/ Guarantee Provider |
Name | Nature of Relationship (Note 2) |
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 |
| 0 | The Company | Taizhou Union Plastics | c | \$ 14,589,311 (Note 3) |
\$ 1,384,000 (US\$ 50,000 |
\$ 1,384,000 (US\$ 50,000 |
\$ 278,492 (US\$ 10,061 |
\$ - |
4.74% | \$ 43,767,932 (Note 3) |
Y | N | Y |
| Nanchong Unicizers | c | thousand) 3,364,663 (RMB 775,000 |
thousand) 3,138,905 (RMB 723,000 |
thousand) 218,812 (RMB 50,400 |
- | 10.76% | Y | N | Y | ||||
| UPC Chemicals (Malaysia) |
c | thousand) 3,487,680 (US\$ 126,000 |
thousand) 1,384,000 (US\$ 50,000 |
thousand) 597 (MYR 90 |
- | 4.74% | Y | N | N | ||||
| Panjin Union Materials | c | thousand) 1,243,840 (RMB 286,500 |
thousand) 1,243,840 (RMB 286,500 |
thousand) 14,289 (RMB 3,291 |
- | 4.26% | Y | N | Y | ||||
| Panjin Union Chemical | c | thousand) 4,319,793 (RMB 995,000 |
thousand) 3,885,643 (RMB 895,000 |
thousand) 553,314 (RMB 127,448 |
- | 13.32% | Y | N | Y | ||||
| Union Hong Kong | c | thousand) 643,235 (US\$ 15,000 thousand) (EUR 7,281 thousand) |
thousand) 643,235 (US\$ 15,000 thousand) (EUR 7,281 thousand) |
thousand) 430,611 (US\$ 7,318 thousand) (EUR 7,281 thousand) |
- | 2.20% | Y | N | N | ||||
| 1 | Zhongshan Unicizers | Nanchong Unicizers | c | 3,571,104 (Note 3) |
217,075 (RMB 50,000 thousand) |
- | - | - | - | 10,713,310 (Note 3) |
Y | N | Y |
| 2 | Zhenjiang Union Chemical | Jiangsu Union Logistics | c | 2,365,049 (Note 3) |
6,512 (RMB 1,500 thousand) |
6,512 (RMB 1,500 thousand) |
2,600 (RMB 599 thousand) |
- | 0.14% | 7,095,148 (Note 3) |
N | N | Y |
| 3 | Panjain Union Materials | Panjin Union Chemical | c | 528,883 (Note 3) |
52,358 (RMB 12,060 thousand) |
52,358 (RMB 12,060 thousand) |
- | - | 4.95% | 1,586,650 (Note 3) |
N | N | Y |
- 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)
TABLE 3
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
MARKETABLE SECURITIES HELD DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| December 31, 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Holding Company Name | Type and Name of Marketable Securities (Note 1) |
Relationship with the Company (Note 2) |
Financial Statement Account | Shares/Units (In Thousands) |
Carrying Amount (Note 3) |
Percentage of Ownership (%) |
Fair Value | Note |
| The Company | Domestic listed shares Lien Hwa Industrial Holdings Corp. |
With the same chairman | Financial assets at FVTOCI - noncurrent |
136,440 | \$ 8,445,617 |
9.68 | \$ 8,445,617 |
|
| MiTAC Holdings Corporation | 〃 | 〃 | 99,803 | 3,513,051 | 8.27 | 3,513,051 | ||
| Domestic unlisted shares | ||||||||
| Lienhwa United LPG | The Company is its director | 〃 | 4,923 | 59,073 | 17.29 | 59,037 | ||
| Harbinger Venture Capital Corp. | With the same chairman | 〃 | 7 | 56 | 3.35 | 56 | ||
| Harbinger VI Venture Capital Corp. | 〃 | 3,214 | 34,517 | 13.28 | 34,517 | |||
| UVC | Domestic listed shares and emerging market shares U.D. ELECTRONIC CORP. |
〃 | 19 | 920 | 0.03 | 920 | ||
| ACTi Corporation | 〃 | 517 | 2,370 | 1.46 | 2,370 | |||
| Visco Vision Inc. | 〃 | 133 | 28,917 | 0.24 | 28,917 | |||
| Domestic unlisted shares | ||||||||
| Harbinger III Venture Capital Corp. | 〃 | 15 | 312 | 15.00 | 312 | |||
| Harbinger VI Venture Capital Corp. | 〃 | 739 | 7,940 | 3.05 | 7,940 | |||
| Harbinger VII Venture Capital Corp. | With the same chairman | 〃 | 8,284 | 112,826 | 9.33 | 112,826 | ||
| Harbinger VIII Venture Capital Corp. Taiwan Mobile Communication INC. |
〃 〃 |
8,213 447 |
80,811 2,390 |
8.45 1.10 |
80,811 2,390 |
|||
| Mercury Electronic | 〃 | 306 | 2,959 | 1.24 | 2,959 | |||
| Mutual funds | ||||||||
| Capital Money Market Fund | Financial assets at FVTPL - current |
1,575 | 25,665 | - | 25,665 | |||
| Inno Strategy | Foreign listed shares | |||||||
| Turning Point Therapeutics, Inc. | Financial assets at FVTOCI - noncurrent |
37 | 49,135 | - | 49,135 | |||
| WCI | Domestic unlisted shares | |||||||
| Lien Yung Investment Corporation | Financial assets at FVTOCI - noncurrent |
9,217 | 159,457 | 19.99 | 159,457 | |||
| Tong Da Investment Corporation | 〃 | 4,848 | 167,745 | 19.99 | 167,745 | |||
| December 31, 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Holding Company Name | Type and Name of Marketable Securities (Note 1) |
Relationship with the Company (Note 2) |
Financial Statement Account | Shares/Units (In Thousands) |
Carrying Amount (Note 3) |
Percentage of Ownership (%) |
Fair Value | Note |
| TUI | Domestic listed shares | |||||||
| Getac Technology Corporation | Financial assets at FVTOCI - current |
2,006 | \$ 111,733 |
0.34 | \$ 111,733 |
|||
| Asia Polymer Corporation | 〃 | 11,811 | 432,874 | 1.99 | 432,874 | |||
| Taita Chemical Company, Limited | 〃 | 8,433 | 291,372 | 2.23 | 291,372 | |||
| Synnex Technology International Corporation | With the same chairman | 〃 | 4,950 | 327,690 | 0.30 | 327,690 | ||
| Domestic unlisted shares | ||||||||
| Harbinger Venture Management Co., Ltd. | With the same chairman | Financial assets at FVTOCI - noncurrent |
863 | 16,741 | 19.99 | 16,741 | ||
| Mitac Incorporated | 〃 | 〃 | 851 | 54,633 | 0.22 | 54,633 | ||
| CHL | Foreign unlisted shares Budworth |
〃 | 30 | 8 | 3.33 | 8 | ||
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)
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, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Change in | Ending Balance | |||
|---|---|---|---|---|
| and Loss of Investment |
Evaluation of Profit and Loss |
Shares/Units (In Thousands) |
Amount | |
Company Name Type And Name of Marketable Securities Financial Statement Account Counterparty Nature of Relationship Beginning Balance Acquisition Disposal Share of Profit Shares/Units (In Thousands) Amount Shares/Units (Note) Amount Shares/Units (In Thousands) Amount Carrying Amount Gain (Loss) on Disposal TUI Shares Taita Chemical Company, Limited Financial assets at FVTOCI - current Open market No 15,167 \$ 590,742 767 \$ - 7,501 \$ 320,448 99,574 \$ 220,874 \$ - \$ (199,796) 8,433 \$ 291,372 Asia Polymer Corporation 〃 Open market No 21,979 472,558 232 - 10,400 371,799 155,915 215,884 - 116,231 11,811 432,874
Note: The acquired shares were share dividends received.
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, 2021
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Transaction Details | Abnormal Transaction Notes/Trade receivable (Payable) |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Buyer/Seller | Related Party | Relationship | Purchase/ Sale |
Amount | % of Total | Payment Terms | Unit Price | Payment Terms Ending Balance | % of Total | Note |
| The Company | Zhenjiang Union Chemical | Entity that the Company directly or indirectly invests in |
Sale | \$ (355,603) | (6.25) | 45 days, may be adjusted depending on the situation |
\$ 19,449 |
2.92 | ||
| Zhuhai Unicizers | 〃 | Sale | (570,571) | (10.03) | 45 days, may be adjusted depending on the situation |
79,182 | 11.89 | |||
| Panjin Union Chemical | 〃 | Sale | (209,345) | (3.68) | 45 days, may be adjusted depending on the situation |
58,468 | 8.78 | |||
| Zhongshan Unicizers | The Company | 〃 | Sale | (193,594) | (3.15) | 45 days, may be adjusted depending on the situation |
17,228 | 5.00 | ||
| Taizhou Union Chemical | Zhenjiang Union Chemical | 〃 | Sale | (232,688) | (2.04) | 30 days, may be adjusted depending on the situation |
30,368 | 3.14 | ||
| Zhuhai Unicizers | 〃 | Sale | (138,493) | (1.21) | 30 days, may be adjusted depending on the situation |
41,134 | 4.26 | |||
| Taizhou Union Plastics | 〃 | Sale | (221,260) | (1.94) | 30 days, may be adjusted depending on the situation |
- | - | |||
| Panjin Union Chemical | 〃 | Sale | (603,398) | (5.29) | 30 days, may be adjusted depending on the situation |
19,162 | 1.98 | |||
| Nanchong Unicizers | 〃 | Sale | (135,772) | (1.19) | 30 days, may be adjusted depending on the situation |
16,621 | 1.72 | |||
| Zhuhai Unicizers | The Company | 〃 | Sale | (608,351) | (3.72) | 45 days, may be adjusted depending on the situation |
29,516 | 2.26 | ||
| Zhongshan Unicizers | 〃 | Sale | (1,196,169) | (7.31) | 30 days, may be adjusted depending on the situation |
54 | - | |||
| Taizhou Union Chemical | 〃 | Sale | (206,346) | (1.26) | 30 days, may be adjusted depending on the situation |
- | - | |||
| Panjin Union Chemical | 〃 | Sale | (210,718) | (1.29) | 30 days, may be adjusted depending on the situation |
- | - | |||
| UPCM Chemicals (Thailand) | 〃 | Sale | (109,748) | (0.67) | 45 days, may be adjusted depending on the situation |
- | - | |||
| Zhenjiang Union Chemical | The Company | 〃 | Sale | (876,472) | (4.45) | 45 days, may be adjusted depending on the situation |
27,593 | 2.36 | ||
| Panjin Union Chemical | 〃 | Sale | (107,457) | (0.55) | 30 days, may be adjusted depending on the situation |
121,279 | 10.38 | |||
| Panjin Union Chemical | The Company | 〃 | Sale | (378,255) | (3.41) | 45 days, may be adjusted depending on the situation |
- | - | ||
| Zhenjiang Union Chemical | 〃 | Sale | (2,862,550) | (25.84) | 30 days, may be adjusted depending on the situation |
3,542 | 0.50 | |||
| Taizhou Union Chemical | 〃 | Sale | (196,110) | (1.77) | 30 days, may be adjusted depending on the situation |
- | - | |||
| Zhuhai Unicizers | 〃 | Sale | (1,718,191) | (15.51) | 30 days, may be adjusted depending on the situation |
80,264 | 11.24 | |||
| Transaction Details | Abnormal Transaction | Notes/Trade receivable (Payable) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Buyer/Seller | Related Party | Relationship | Purchase/ Sale |
Amount | % of Total | Payment Terms | Unit Price | Payment Terms Ending Balance | % of Total | Note |
| Nanchong Unicizers | Zhenjiang Union Chemical | Entity that the Company directly or indirectly invests in |
Sale | \$ (1,263,420) | (22.96) | 30 days, may be adjusted depending on the situation |
\$ 140,292 | 17.32 | ||
| Zhuhai Unicizers | 〃 | Sale | (149,740) | (2.72) | 30 days, may be adjusted depending on the situation |
3,038 | 0.37 | |||
| UPC Chemicals (Malaysia) | The Company | 〃 | Sale | (163,020) | (3.11) | 45 days, may be adjusted depending on the situation |
47,918 | 6.78 | ||
| Zhenjiang Union Chemical | 〃 | Sale | (180,476) | (3.44) | 45 days, may be adjusted depending on the situation |
- | 0.00 | |||
| Taizhou Union Chemical | 〃 | Sale | (103,499) | (1.97) | 45 days, may be adjusted depending on the situation |
14,734 | 2.08 | |||
| UPCM Chemicals (Thailand) | 〃 | Sale | (305,615) | (5.83) | 90 days, may be adjusted depending on the situation |
108,563 | 15.36 | |||
| UPCM Chemicals (Vietnam) | 〃 | Sale | (443,573) | (8.46) | 90 days, may be adjusted depending on the situation |
140,176 | 19.83 | |||
| Union Hong Kong | Zhongshan Unicizers | 〃 | Sale | (196,696) | (1.61) | 120 days, may be adjusted depending on the situation |
58,333 | 4.59 | ||
| Zhenjiang Union Chemical | 〃 | Sale | (165,908) | (1.36) | 120 days, may be adjusted depending on the situation |
20,120 | 1.58 | |||
| Taizhou Union Chemical | 〃 | Sale | (8,133,547) | (66.44) | 120 days, may be adjusted depending on the situation |
617,967 | 48.67 | |||
| Zhuhai Unicizers | 〃 | Sale | (1,294,716) | (10.58) | 120 days, may be adjusted depending on the situation |
312,291 | 24.59 | |||
| UPC Chemicals (Malaysia) | 〃 | Sale | (2,328,091) | (19.02) | 120 days, may be adjusted depending on the situation |
220,559 | 17.37 |
(Concluded)
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, 2021
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Overdue | Amount | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Company Name | Related Party | Relationship | Ending Balance | Turnover Rate |
Amount | Actions Taken | Received in Subsequent Period (Note) |
Allowance for Impairment Loss |
|
| Zhenjiang Union Chemical | Panjin Union Chemical | Entity that the Company directly or indirectly invests in |
Trade receivables | \$ 121,279 |
1.77 | \$ - |
\$ 121,279 |
\$ - |
|
| Nanchong Unicizers | Zhenjiang Union Chemical | 〃 | Trade receivables | 140,292 | 8.66 | - | 140,292 | - | |
| UPC Chemicals (Malaysia) | UPCM Trading (Thailand) UPCM Trading (Vietnam) |
〃 〃 |
Trade receivables Trade receivables |
108,563 140,176 |
1.58 6.33 |
- - |
108,563 140,176 |
- - |
|
| Union Hong Kong | Taizhou Union Chemical Zhuhai Unicizers UPC Chemicals (Malaysia) |
〃 〃 〃 |
Trade receivables Trade receivables Trade receivables |
617,967 312,291 220,559 |
15.53 4.17 21.11 |
- - - |
617,967 225,433 220,559 |
- - - |
Note: It was the amount received as of March 8, 2022.
TABLE 7
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)
| Transaction Details | |||||||
|---|---|---|---|---|---|---|---|
| No. (Note 1) |
Company Name | Counterparty | Relationship (Note 2) | Financial Statement Account |
Amount (Notes 4 and 5) |
Payment Terms | % of Total Sales or Total Assets (Note 3) |
| 0 | The Company | Zhuhai Unicizers | a | Sales | \$ 570,571 |
The terms of transaction are the same as general business practices |
1 |
| Zhenjiang Union Chemical | a | Sales | 355,603 | The terms of transaction are the same as general business practices |
- | ||
| Panjing Union Chemical | a | Sales | 209,345 | The terms of transaction are the same as general business practices |
- | ||
| 1 | Glory Ace | Union Hong Kong | c | Other receivables - related parties |
525,920 | The terms of transaction are the same as general business practices |
1 |
| 2 | Zhongshan Unicizers | The Company | b | Sales | 193,594 | The terms of transaction are the same as general business practices |
- |
| 3 | Taizhou Union Chemical | Panjain Union Chemical | c | Sales | 603,398 | The terms of transaction are the same as general business practices |
1 |
| Nanchong Unicizers | c | Sales | 135,772 | The terms of transaction are the same as general business practices |
|||
| Taizhou Union Plastics | c | Other revenue | 206,722 | The terms of transaction are the same as general business practices |
|||
| Taizhou Union Plastics | c | Sales | 221,260 | The terms of transaction are the same as general business practices |
|||
| Zhenjiang Union Chemical | c | Sales | 232,688 | The terms of transaction are the same as general business practices |
|||
| Zhuhai Unicizers | c | Sales | 138,493 | The terms of transaction are the same as general business practices |
|||
| Zhuhai Unicizers | c | Other receivables - related parties |
130,245 | The terms of transaction are the same as general business practices |
| Transaction Details | |||||||
|---|---|---|---|---|---|---|---|
| No. (Note 1) |
Company Name | Counterparty | Relationship (Note 2) | 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 | c | Trade receivables - related parties |
\$ 617,967 |
The terms of transaction are the same as general business practices |
1 |
| UPC Chemicals (Malaysia) | c | Trade receivables - related parties |
220,559 | The terms of transaction are the same as general business practices |
- | ||
| Taizhou Union Chemical | c | Sales | 8,133,547 | The terms of transaction are the same as general business practices |
15 | ||
| UPC Chemicals (Malaysia) | c | Sales | 2,328,091 | The terms of transaction are the same as general business practices |
4 | ||
| Zhuhai Unicizers | c | Trade receivables - related parties |
312,291 | The terms of transaction are the same as general business practices |
1 | ||
| Zhuhai Unicizers | c | Sales | 1,294,716 | The terms of transaction are the same as general business practices |
2 | ||
| Zhongshan Unicizers | c | Sales | 196,696 | The terms of transaction are the same as general business practices |
- | ||
| Zhenjiang Union Chemical | c | Sales | 165,908 | The terms of transaction are the same as general business practices |
- | ||
| 5 | Panjing Union Chemical | The Company | b | Sales | 378,255 | The terms of transaction are the same as general business practices |
- |
| Zhenjiang Union Chemical | c | Sales | 2,862,550 | The terms of transaction are the same as general business practices |
3 | ||
| Zhuhai Unicizers | c | Sales | 1,718,191 | The terms of transaction are the same as general business practices |
2 | ||
| Zhenjiang Union Chemical | c | Other income | 111,599 | The terms of transaction are the same as general business practices |
- | ||
| Panjin Union Materials |
c | Other income | 121,327 | The terms of transaction are the same as general business practices |
- | ||
| Taizhou Union Chemical | c | Sales | 196,110 | The terms of transaction are the same as general business practices |
- | ||
| 6 | Taizhou Union Plastics | Taizhou Union Logistics | c | Other receivables - related parties |
143,270 | The terms of transaction are the same as general business practices |
- |
| Panjing Union Chemical | c | Other receivables - related parties |
1,128,790 | The terms of transaction are the same as general business practices |
2 | ||
| Panjin Union Logistics | c | Other receivables - related parties |
217,075 | The terms of transaction are the same as general business practices |
- | ||
| Panjin Union Materials | c | Other receivables - related parties |
885,666 | The terms of transaction are the same as general business practices |
2 | ||
| Nanchong Unicizers | c | Other receivables - related parties |
955,130 | The terms of transaction are the same as general business practices |
2 |
| Transaction Details | ||||||||
|---|---|---|---|---|---|---|---|---|
| No. (Note 1) |
Company Name | Counterparty | Relationship (Note 2) | 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 |
\$ 196,528 |
The terms of transaction are the same as general business practices |
- | |
| UPC Chemicals (Malaysia) | c | Other receivables - related parties |
346,000 | The terms of transaction are the same as general business practices |
1 | |||
| 8 | Sichung Logistics | Nanchong Unicizers | c | Other receivables - related parties |
136,757 | The terms of transaction are the same as general business practices |
- | |
| 9 | Guangdong Union Logistics | Zhuhai Unicizers | c | Other receivables - related parties |
111,577 | The terms of transaction are the same as general business practices |
- | |
| 10 | Jiangsu Union Logistics | Zhenjiang Union Chemical | c | Other receivables - related parties |
186,685 | The terms of transaction are the same as general business practices |
- | |
| 11 | Zhuhai Unicizers | Zhongshan Unicizers | c | Sales | 1,196,169 | The terms of transaction are the same as general business practices |
2 | |
| The Company | b | Sales | 608,351 | The terms of transaction are the same as general business practices |
1 | |||
| Panjin Union Chemical | c | Sales | 210,718 | The terms of transaction are the same as general business practices |
- | |||
| UPCM Chemicals (Thailand) | c | Sales | 109,748 | The terms of transaction are the same as general business practices |
- | |||
| Taizhou Union Chemical | c | Sales | 206,346 | The terms of transaction are the same as general business practices |
- | |||
| 12 | Zhenjiang Union Chemical | Panjing Union Chemical | c | Other receivables - related parties |
955,130 | The terms of transaction are the same as general business practices |
2 | |
| Panjin Union Logistics | c | Other receivables - related parties |
238,783 | The terms of transaction are the same as general business practices |
- | |||
| ZhenJiang Union Torch Estate | c | Other receivables - related parties |
651,876 | The terms of transaction are the same as general business practices |
1 | |||
| Nanchong Unicizers | c | Other receivables - related parties |
260,490 | The terms of transaction are the same as general business practices |
- | |||
| Panjin Union Materials | c | Other receivables - related parties |
260,490 | The terms of transaction are the same as general business practices |
- | |||
| The Company Panjing Union Chemical |
b c |
Sales Trade receivable - |
876,472 121,279 |
The terms of transaction are the same as general | 1 - |
|||
| Panjing Union Chemical | c | related parties Sales |
107,457 | business practices The terms of transaction are the same as general business practices |
- |
| Transaction Details | |||||||
|---|---|---|---|---|---|---|---|
| No. (Note 1) |
Company Name | Counterparty | Relationship (Note 2) | 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 | Trade receivable - related parties |
\$ 140,292 |
The terms of transaction are the same as general business practices |
- |
| Zhenjiang Union Chemical | c | Sales | 1,263,420 | The terms of transaction are the same as general business practices |
2 | ||
| Zhuhai Unicizers | c | Sales | 149,740 | The terms of transaction are the same as general business practices |
- | ||
| 14 | UPC Chemicals (Malaysia) | Zhenjiang Union Chemical | c | Sales | 180,476 | The terms of transaction are the same as general business practices |
- |
| UPCM Chemicals (Vietnam) | c | Sales | 443,573 | The terms of transaction are the same as general business practices |
1 | ||
| UPCM Chemicals (Thailand) | c | Sales | 305,615 | The terms of transaction are the same as general business practices |
- | ||
| The Company | b | Sales | 163,020 | The terms of transaction are the same as general business practices |
- | ||
| Taizhou Union Chemical | c | Sales | 103,499 | The terms of transaction are the same as general business practices |
- | ||
| UPCM Chemicals (Thailand) | c | Trade receivable - related parties |
108,563 | The terms of transaction are the same as general business practices |
- | ||
| UPCM Chemicals (Vietnam) | c | Trade receivable - related parties |
140,176 | The terms of transaction are the same as general business practices |
- | ||
| 15 | Panjing Union Materials | Panjing Union Chemical | c | Other receivables - related parties |
393,125 | The terms of transaction are the same as general business practices |
- |
| (Concluded) |
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 relationships with the counterparty includes three types as follow:
- 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)
TABLE 8
UPC TECHNOLOGY CORP. AND SUBSIDIARIES
INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Original Investment Amount | As of December 31, 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Investor Company | Investee Company | Location | Main Businesses and Products |
December 31, 2021 |
December 31, 2020 |
Number of Shares (In Thousands) |
% | Carrying Amount |
Net Income (Loss) of the Investee |
Share of Profit Note (Loss) |
| The Company | CHL | Tortola, British Virgin Islands | Investment | \$ 14,356,683 |
\$ 14,078,785 |
\$ 471,304 |
100.00 | \$ 25,895,473 |
\$ 2,044,800 |
\$ 2,044,800 Subsidiary |
| Glory Ace | Tortola, British Virgin Islands | Trading | 128,451 | 128,451 | 605 | 100.00 | 549,732 | (53) | (53) 〃 |
|
| UVC | Tiding Blvd., Taipei City | Investment | 250,013 | 250,013 | 22,701 | 100.00 | 348,054 | 58 | 58 〃 |
|
| WCI | Nangang Rd., Taipei City | 〃 | 160,000 | 160,000 | 160,000 | 100.00 | 361,651 | 20,265 | 20,265 〃 |
|
| TUI | Minsheng E. Rd., Taipei City | 〃 | 453,525 | 453,525 | 78,719 | 100.00 | 1,962,503 | 19,222 | 19,222 〃 |
|
| CHL | Star Bright | Tortola, British Virgin Islands | Investment | 1,348 | 1,348 | 51 | 100.00 | 373,982 | 43,438 | Subsidiary |
| Goldendust | 〃 | 〃 | 2,725,625 | 2,725,625 | 87,208 | 100.00 | 7,640,518 | 662,338 | 〃 | |
| Natural | 〃 | 〃 | 3,278,180 | 3,278,180 | 105,400 | 100.00 | 4,297,560 | 110,269 | 〃 | |
| Magic Props | 〃 | 〃 | 919,533 | 919,533 | 28,140 | 100.00 | 2,092,114 | 156,823 | 〃 | |
| Pure Fantasy | 〃 | 〃 | 217,544 | 217,544 | 6,331 | 100.00 | 516,155 | 77,785 | 〃 | |
| Modern Vantage | 〃 | 〃 | 763,540 | 763,540 | 25,334 | 100.00 | 697,470 | 39,422 | 〃 | |
| Charmon | 〃 | 〃 | 972,950 | 972,950 | 31,637 | 100.00 | 1,264,386 | 139,894 | 〃 | |
| Linkhope | 〃 | 〃 | 88,755 | 88,755 | 3,000 | 100.00 | 242,714 | 16,506 | 〃 | |
| Reachworld | 〃 | 〃 | 87,960 | 87,960 | 3,000 | 100.00 | 182,713 | 2,925 | 〃 | |
| Daywinn | 〃 | 〃 | 711,773 | 711,773 | 23,380 | 100.00 | 1,477,955 | 37,922 | 〃 | |
| Dragonoble | 〃 | 〃 | 1,435,059 | 1,212,783 | 48,670 | 100.00 | 826,626 | (82,527) | 〃 | |
| Pagerise | 〃 | 〃 | 965,857 | 965,857 | 32,000 | 100.00 | 993,918 | 5,315 | 〃 | |
| Greaterise | 〃 | 〃 | 1,297,157 | 1,241,535 | 42,000 | 100.00 | 1,421,383 | 307,543 | 〃 | |
| Granfaith | 〃 | 〃 | 922,434 | 922,434 | 30,351 | 100.00 | 457,270 | (101,835) | 〃 | |
| Faithouse | 〃 | 〃 | 150,500 | 150,500 | 5,000 | 100.00 | 155,833 | 3,470 | 〃 | |
| Prestige Spring Union Hong Kong |
〃 Tsimshatsui Kowloon, Hong Kong |
〃 Trading |
1,251,836 913,293 |
1,251,836 913,293 |
39,234 232,409 |
100.00 100.00 |
1,680,833 969,893 |
515,274 111,112 |
〃 〃 |
|
| Harbinger Ruyi | Tortola, British Virgin Islands | Investment | 30,465 | 30,465 | 1,000 | 28.57 | 18,441 | 42 | Subsidiary's investee company under the |
|
| equity method |
| Original Investment Amount | As of December 31, 2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor Company | Investee Company | Location | Main Businesses and Products |
December 31, 2021 |
December 31, 2020 |
Number of Shares (In Thousands) |
% | Carrying Amount |
Net Income (Loss) of the Investee |
Share of Profit (Loss) |
Note |
| UVC | Inno Strategy | Tortola, British Virgin Islands | Investment | \$ 3,075 |
\$ 56,202 |
93 | 100.00 | \$ 60,160 |
\$ (75) |
Subsidiary | |
| Star Bright | Logical Path Ltd. | Tsimshatsui Kowloon, Hong Kong |
Investment | 37 | 37 | 10 | 100.00 | 373,974 | 43,438 | Subsidiary | |
| Prestige Spring | UPC Chemicals (Malaysia) |
Selangor, Malaysia | Manufacturing and selling of DEHP and PA |
1,251,836 | 1,251,836 | 163,427 | 100.00 | 1,680,833 | 515,274 | Subsidiary | |
| UPC Chemicals (Malaysia) |
UPCM Trading (Thailand) |
Bangkok, Thailand | Trading | 28,905 | 28,905 | 30,000 | 100.00 | 16,201 | (19) | Subsidiary | |
| UPCM Trading (Vietnam) |
Ho Chi Minh City Vietnam | Trading | 17,867 | 17,867 | (Note 2) | 100.00 | 31,788 | 11,692 | Subsidiary |
Note 1: Please refer to Table 9 for information of investees of Mainland China.
Note 2: Limited company.
(Concluded)
INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investment Flows | Accumulated | Accumulated | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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, 2021 |
Outflow | Inflow | Outflow of Investment from Taiwan as of December 31, 2021 |
Percentage of Ownership (%) |
Net Income (Loss) of the Investee Company |
Share of Profits/Losses (Note 2) |
Carrying Amount as of December 31, 2021 |
Repatriation of Investment Income as of December 31, 2021 |
| Goldendust | Zhongshan Unicizers | Manufacturing and selling of DEHP and PA |
US\$ 96,080 thousand |
b. | \$ 2,139,461 | \$ - |
\$ - |
\$ 2,139,461 | 100 | \$ 536,626 |
\$ 536,626 b.2) |
\$ 6,713,635 | \$ - |
| Zhongshan Unicizers, Logical Path Ltd, Goldendust and Magic Props |
Zhenjiang Union Chemical | Manufacturing and selling of DEHP and PA |
US\$ 77,340 thousand |
b. | 543,823 | - | - | 543,823 | 100 | 375,264 | 375,264 b.2) |
4,556,456 | - |
| Zhongshan Unicizers, Logical Path Ltd, Pure Fantasy and Goldendust |
Zhuhai Unicizers | Manufacturing and selling of DEHP, PA and MA |
US\$ 35,500 thousand |
b. | - | - | - | - | 100 | 438,564 | 438,564 b.2) |
2,815,788 | - |
| Charmon and Zhongshan Unicizers |
Taizhou Union Chemical | Manufacturing and selling of DEHP and PA |
US\$ 63,400 thousand |
b. | 466,785 | - | - | 466,785 | 100 | 280,349 | 280,349 b.2) |
2,520,899 | - |
| Modern Vantage | Taizhou Union Logistics | Warehousing and storage services |
US\$ 23,700 thousand |
b. | 648,157 | - | - | 648,157 | 100 | 39,422 | 39,422 b.2) |
697,470 | - |
| Natural and Daywinn | Taizhou Union Plastics | Manufacturing and selling of PVC |
US\$ 148,780 thousand |
b. | 3,068,081 | - | - | 3,068,081 | 100 | 148,191 | 148,191 b.2) |
5,775,514 | - |
| Linkhope | Jiangsu Union Logistics | Logistics | US\$ 3,000 thousand |
b. | 88,755 | - | - | 88,755 | 100 | 16,506 | 16,506 b.2) |
242,714 | - |
| Reachworld | Guangdong Union Logistics Logistics | US\$ 3,000 thousand |
b. | 87,960 | - | - | 87,960 | 100 | 2,925 | 2,925 b.2) |
182,711 | - | |
| Dragonoble and Zhongshan Unicizers |
Panjin Union Chemical | Manufacturing and selling of DEHP and PA |
US\$ 91,000 thousand |
b. | 1,212,783 | 222,276 | - | 1,435,059 | 100 | (154,314) | (154,314) b.2) |
1,479,134 | - |
| Zhenjiang Union Chemical | ZhenJiang Union Torch Estate |
Real Estate Management | RMB 60,000 thousand |
c. | - | - | - | - | 100 | (3961) | (3961) b.2) |
236,022 | - |
| Pagerise | Panjin Union Logistics | Warehousing and storage services |
US\$ 32,000 thousand |
b. | 965,857 | - | - | 965,857 | 100 | 5315 | 5315 b.2) |
993,918 | - |
| Greaterise | Panjin Union Materials | Manufacturing and selling of MA and related derivatives |
US\$ 42,000 thousand |
b. | 1,241,535 | 55,622 | - | 1,297,157 | 100 | 307,543 | 307,543 b.2) |
1,421,383 | - |
| Granfaith and Zhongshan Unicizers |
Nanchong Unicizers | Manufacturing and selling of DEHP and PA |
US\$ 62,000 thousand |
b. | 922,434 | - | - | 922,434 | 100 | (207,826) | (207,826) b.2) |
940,540 | - |
| Faithouse | Sichung Logistics | Logistics | US\$ 5,000 thousand |
b. | - | - | - | - | 100 | 3,470 | 3,470 b.2) |
155,527 | - |
| Taizhou Union Plastics | Panjin Union Plastics | Manufacturing and selling of VCM |
RMB 4,000 thousand |
c. | - | - | - | - | 100 | 5 | 5 b.2) |
17,370 | - |
| Accumulated Outward Remittance for Investment in Mainland China as of December 31, 2021 |
Investment Amount Authorized by Investment Commission, MOEA |
Upper Limit on Amount of Investment Stipulated by the Investment Commission, MOEA |
|---|---|---|
| \$11,663,529 (Note 3) |
\$13,619,049 (US\$492,017.65 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, 2021:
- 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, 2021 is US\$1=NT\$27.68. 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)
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, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
1. Sales transactions
| Price and Payment Terms | Sales | Unrealized | Ending Notes/Trade Receivable |
||||
|---|---|---|---|---|---|---|---|
| Investee Company | Activities in the Third Area | Comparison with Normal Transactions | Price | % | Gain on Sale | Balance | % |
| Zhenjiang Union Chemical | - | The terms of transaction are the same as general business practices | \$ 355,603 |
6.25 | \$ - |
\$ 19,449 |
2.92 |
| Zhuhai Unicizers | - | 〃 | 570,571 | 10.03 | - | 79,182 | 11.89 |
| Panjing Union Chemical | - | 〃 | 209,345 | 3.68 | - | 58,468 | 8.78 |
| 2. Purchase transactions |
|||||||
| Price and Payment Terms | Purchases | Ending Notes/Trade Payable | |||||
| Investee Company | Activities in the Third Area | Comparison with Normal Transactions | Price | % | Balance | % | |
| Zhenjiang Union Chemical | - | The terms of transaction are the same as general business practices | \$ 876,472 |
15.02 | \$ 27,593 |
3.90 | |
| Zhuhai Unicizers | - | 〃 | 608,351 | 10.42 | 29,516 | 4.18 | |
| Panjing Union Chemical | - | 〃 | 378,255 | 6.48 | - | - | |
| Zhongshan Unicizers | - | 〃 | 193,594 | 3.32 | 17,228 | 2.44 | |
| UPC Chemicals (Malaysia) | - | 〃 | 163,020 | 2.79 | 47,918 | 6.78 |
| Panjing Union Chemical | ||
|---|---|---|
| Zhongshan Unicizers | ||
| UPC Chemicals (Malaysia) |
- Transactions of endorsements/guarantees (refer to Note 34 and Table 2)
INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2021
| Shares | ||
|---|---|---|
| Name of Major Shareholder | Number of | Percentage of |
| Shares | Ownership (%) | |
| Lien Hwa Industrial Holdings Corp. | 424,880,973 | 31.52 |
| Synnex Technology International Corporation | 68,992,033 | 5.11 |
- 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 1,347,757,607 shares.
Attachment 2: The audited financial statements of separate entity for the recent fiscal year
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders UPC Technology Corp.
Opinion
We have audited the accompanying financial statements of UPC Technology Corp. (the "Company"), which comprise the balance sheets as of December 31, 2021 and 2020, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the 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 financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Company's financial statements for the year ended December 31, 2021 is described as follows:
Recognition of Operating Revenue
The Company's main revenue came from the sales of plasticizers. Considering that the recognition of such revenue had a significant impact on the financial statements, we put the occurrence of plasticizers revenue as the key audit matter. 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 (l) of the financial statements.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in 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 financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
- Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' report are Chien-Liang Liu and Wen-Chin Lin.
Deloitte & Touche Taipei, Taiwan Republic of China
March 8, 2022
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and financial statements shall prevail.
BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| 2021 | 2020 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash (Note 6) | \$ 307,883 |
1 | \$ 132,903 |
1 |
| Notes receivable (Note 8) | 32,014 | - | 44,747 | - |
| Trade receivables (Notes 8 and 27) | 633,669 | 1 | 362,992 | 1 |
| Other receivables (Note 27) | 10,549 | - | 4,648 | - |
| Current tax assets | 7,835 | - | - | - |
| Inventories (Note 9) | 1,587,220 | 4 | 819,171 | 2 |
| Other current assets (Note 13) | 93,058 | - | 33,933 | - |
| Total current assets | 2,672,228 | 6 | 1,398,394 | 4 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through other comprehensive income (Note 7) | 12,052,314 | 26 | 8,334,557 | 22 |
| Investments accounted for using the equity method (Note 10) | 29,108,413 | 63 | 26,849,712 | 69 |
| Property, plant and equipment (Note 11) | 2,018,255 | 5 | 1,872,916 | 5 |
| Right-of-use assets (Note 12) | 19,593 | - | 24,193 | - |
| Deferred income tax assets (Note 22) | 97,840 | - | 83,150 | - |
| Other non-current assets (Note 13) | 68,021 | - | 64,522 | - |
| Total non-current assets | 43,364,436 | 94 | 37,229,050 | 96 |
| TOTAL | \$ 46,036,664 | 100 | \$ 38,627,444 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Trade payables (Notes 16 and 27) | \$ 706,766 |
2 | \$ 282,516 |
1 |
| Other payables (Note 17) | 174,759 | - | 222,928 | - |
| Current tax liabilities (Note 22) | 32,000 | - | 7,447 | - |
| Lease liabilities - current (Note 12) | 10,514 | - | 10,514 | - |
| Current portion of long-term borrowings (Note 14) | 300,000 | 1 | - | - |
| Other current liabilities (Note 17) | 21,690 | - | 32,817 | - |
| Total current liabilities | 1,245,729 | 3 | 556,222 | 1 |
| NON-CURRENT LIABILITIES | ||||
| Bonds payable (Note 15) | 5,991,133 | 13 | 5,986,705 | 15 |
| Long-term borrowings (Note 14) | 8,400,000 | 18 | 6,650,000 | 17 |
| Provisions (Note 18) | 10,363 | - | 8,201 | - |
| Deferred tax liabilities (Note 22) | 217,308 | - | 217,318 | 1 |
| Lease liabilities - non-current (Note 12) | 9,508 | - | 14,112 | - |
| Net defined benefit liabilities (Note 19) | 252,480 | 1 | 226,795 | 1 |
| Guarantee deposits received (Note 27) | 13,406 | - | 13,390 | - |
| Total non-current liabilities | 14,894,198 | 32 | 13,116,521 | 34 |
| Total liabilities | 16,139,927 | 35 | 13,672,743 | 35 |
| EQUITY (Note 20) Share capital |
||||
| Ordinary shares Capital collected in advance |
13,471,206 6,559 |
29 - |
13,323,476 - |
34 - |
| Total share capital | 13,477,765 | 29 | 13,323,476 | 34 |
| Capital surplus | 1,388,431 | 3 | 1,361,372 | 4 |
| Retained earnings | ||||
|---|---|---|---|---|
| Legal reserve | 2,581,282 | 5 | 2,339,154 | 6 |
| Special reserve | 341,773 | 1 | 341,773 | 1 |
| Unappropriated earnings | 4,914,231 | 11 | 3,875,019 | 10 |
| Total retained earnings | 7,837,286 | 17 | 6,555,946 | 17 |
| Other equity | 7,632,196 | 17 | 4,168,000 | 11 |
| Treasury shares | (438,941) | (1) | (454,093) | (1) |
| Total equity | 29,896,737 | 65 | 24,954,701 | 65 |
| TOTAL | \$ 46,036,664 | 100 | \$ 38,627,444 | 100 |
The accompanying notes are an integral part of the financial statements.
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2021 | 2020 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| SALES (Note 27) | \$ 5,686,456 |
100 | \$ 4,439,090 |
100 |
| COST OF GOODS SOLD (Notes 9, 21 and 27) | 5,254,978 | 92 | 3,849,801 | 87 |
| GROSS PROFIT | 431,478 | 8 | 589,289 | 13 |
| OPERATING EXPENSES (Notes 21 and 27) Selling and marketing expenses General and administrative expenses Expected credit loss recognized |
158,930 275,868 295 |
3 5 - |
160,000 278,718 451 |
4 6 - |
| Total operating expenses | 435,093 | 8 | 439,169 | 10 |
| PROFIT (LOSS) FROM OPERATIONS | (3,615) | - | 150,120 | 3 |
| NON-OPERATING INCOME AND EXPENSES Share of profit or loss of subsidiaries accounted for using the equity method Interest income Other income (Notes 21 and 27) Other gains and losses (Note 21) Finance costs (Note 21) |
2,084,292 25 473,635 (252,822) (126,285) |
37 - 8 (5) (2) |
1,812,704 125 341,494 (43,850) (125,285) |
41 - 8 (1) (3) |
| Total non-operating income and expenses | 2,178,845 | 38 | 1,985,188 | 45 |
| PROFIT BEFORE INCOME TAX | 2,175,230 | 38 | 2,135,308 | 48 |
| INCOME TAX EXPENSE (Note 22) | 27,768 | - | 988 | - |
| NET PROFIT | 2,147,462 | 38 | 2,134,320 | 48 |
| OTHER COMPREHENSIVE INCOME (Notes 20 and 21) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain on investments in equity |
(24,602) | - | (31,479) | (1) |
| instruments at fair value through other comprehensive income |
3,723,068 | 65 | 1,712,848 | 39 (Continued) |
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2021 | 2020 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Share of other comprehensive income of subsidiaries accounted for using the equity |
||||
| method | \$ 444,009 |
8 | \$ 1,055,326 |
24 |
| Income tax relating to items that will not be | ||||
| reclassified subsequently to profit or loss | 4,920 | - | 6,300 | - |
| Items that may be reclassified subsequently to profit or loss: |
4,147,395 | 73 | 2,742,995 | 62 |
| Exchange differences on translating the financial statements of foreign operations Share of other comprehensive (loss) income of |
(259,585) | (5) | 181,673 | 4 |
| subsidiaries accounted for using the equity method Income tax relating to items that may be |
(518) | - | 4,485 | - |
| reclassified subsequently to profit or loss | 3,130 (256,973) |
- (5) |
5,850 192,008 |
- 4 |
| Other comprehensive income for the year, net of income tax |
3,890,422 | 68 | 2,935,003 | 66 |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
\$ 6,037,884 |
106 | \$ 5,069,323 |
114 |
| EARNINGS PER SHARE (Note 23) Basic Diluted |
\$ 1.66 \$ 1.62 |
\$ 1.62 \$ 1.62 |
The accompanying notes are an integral part of the financial statements. (Concluded)
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| Other Equity | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital Capital |
Retained Earnings | Unrealized Gain (Loss) on Financial Exchange Assets at Fair Differences on Value Through Translating Other |
|||||||||||
| Ordinary Shares |
Collected in Advance |
Total | Capital Surplus |
Special Unappropriated Legal Reserve Reserve Earnings Total |
Foreign Operations |
Comprehensive Income |
Total | Treasury Shares |
Total Equity | ||||
| BALANCE AT JANUARY 1, 2020 | \$ 13,323,476 | \$ - |
\$ 13,323,476 | \$ 1,327,147 | \$ 2,339,154 | \$ 341,773 |
\$ 1,720,209 | \$ 4,401,136 | \$ (1,088,276) | \$ 2,608,233 | \$ 1,519,957 | \$ - |
\$ 20,571,716 |
| Appropriation of 2019 earnings Cash dividends distributed by the Company |
- | - | - | - | - | - | (266,470) | (266,470) | - | - | - | - | (266,470) |
| Net profit in 2020 | - | - | - | - | - | - | 2,134,320 | 2,134,320 | - | - | - | - | 2,134,320 |
| Other comprehensive income (loss) in 2020, net of income tax |
- | - | - | - | - | - | (25,179) | (25,179) | 192,008 | 2,768,174 | 2,960,182 | - | 2,935,003 |
| Total comprehensive income in 2020 | - | - | - | - | - | - | 2,109,141 | 2,109,141 | 192,008 | 2,768,174 | 2,960,182 | - | 5,069,323 |
| Buy-back of ordinary shares | - | - | - | - | - | - | - | - | - | - | - | (454,093) | (454,093) |
| Share-based payment transaction - employees share option plan |
- | - | - | 34,225 | - | - | - | - | - | - | - | - | 34,225 |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income |
- | - | - | - | - | - | 312,139 | 312,139 | - | (312,139) | (312,139) | - | - |
| BALANCE AT DECEMBER 31, 2020 | 13,323,476 | - | 13,323,476 | 1,361,372 | 2,339,154 | 341,773 | 3,875,019 | 6,555,946 | (896,268) | 5,064,268 | 4,168,000 | (454,093) | 24,954,701 |
| Appropriation of 2020 earnings Legal reserve Cash dividends distributed by the Company |
- - |
- - |
- - |
- - |
242,128 - |
- - |
(242,128) (1,292,348) |
- (1,292,348) |
- - |
- - |
- - |
- - |
- (1,292,348) |
| Dividends from claims extinguished by prescription | - | - | - | 585 | - | - | - | - | - | - | - | - | 585 |
| Net profit in 2021 | - | - | - | - | - | - | 2,147,462 | 2,147,462 | - | - | - | - | 2,147,462 |
| Other comprehensive income in 2021, net of income tax | - | - | - | - | - | - | (19,682) | (19,682) | (256,973) | 4,167,077 | 3,910,104 | - | 3,890,422 |
| Total comprehensive income in 2021 | - | - | - | - | - | - | 2,127,780 | 2,127,780 | (256,973) | 4,167,077 | 3,910,104 | - | 6,037,884 |
| Issue of ordinary shares under employee share options | 147,730 | 6,559 | 154,289 | (16,250) | - | - | - | - | - | - | - | - | 138,039 |
| Treasury shares transferred to employees | - | - | - | (2,721) | - | - | - | - | - | - | - | 15,152 | 12,431 |
| Compensation costs of share-based payments recongized by the Company |
- | - | - | 45,445 | - | - | - | - | - | - | - | - | 45,445 |
| Disposal of investments in equity instruments designated as at fair value through other comprehensive income |
- | - | - | - | - | - | 445,908 | 445,908 | - | (445,908) | (445,908) | - | - |
| BALANCE AT DECEMBER 31, 2021 | \$ 13,471,206 | \$ 6,559 |
\$ 13,477,765 | \$ 1,388,431 | \$ 2,581,282 | \$ 341,773 |
\$ 4,914,231 | \$ 7,837,286 | \$ (1,153,241) | \$ 8,785,437 | \$ 7,632,196 | \$ (438,941) | \$ 29,896,737 |
The accompanying notes are an integral part of the financial statements.
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax \$ 2,175,230 \$ 2,135,308 Adjustments for: Depreciation expense 121,786 114,753 Amortization expense 28,596 27,711 Expected credit loss recognized on trade receivables 295 451 Finance costs 126,285 125,285 Interest income (25) (125) Dividend income (314,750) (264,810) Compensation costs of employee share-based payment 45,445 34,225 Share of profit or loss of subsidiaries accounted for using the equity method (2,084,292) (1,812,704) Loss on disposal of property, plant and equipment 6,285 16 Write-downs of inventories 2,495 2,085 Gain on lease modification - (36) Changes in operating assets and liabilities: Notes receivable 13,016 (15,486) Trade receivables (270,670) 25,424 Other receivables (5,901) (1,001) Inventories (770,544) 366,870 Other current assets (59,231) 9,759 Trade payables 424,250 (84,728) Other payables (44,829) 117,185 Provisions 2,162 1,989 Other current liabilities (11,127) 9,221 Net defined benefit liabilities 1,083 2,825 Cash (used in) generated from operations (614,441) 794,217 Interest received 25 125 Income tax paid (17,700) (786) Net cash (used in) generated from operating activities (632,116) 793,556 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of financial assets at fair value through other comprehensive income - 23,354 Proceeds from capital reduction of financial assets at fair value through other comprehensive income 5,311 - Increase in investment for using the equity method (277,898) - Purchase of property, plant and equipment (267,228) (41,983) Proceeds from disposal of property, plant and equipment 350 675 Increase in refundable deposits (4,824) (10,145) Decrease in refundable deposits 4,607 4,866 |
2021 | 2020 | |
|---|---|---|---|
| (Continued) |
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| 2021 | 2020 | |
|---|---|---|
| Increase in other non-current assets | \$ (31,723) |
\$ (16,434) |
| Dividends received | 602,145 | 295,319 |
| Net cash generated from investing activities | 30,740 | 255,652 |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from long-term borrowings | 39,209,000 | 38,940,000 |
| Repayments of long-term borrowings | (37,159,000) | (39,240,000) |
| Proceeds from guarantee deposits received | 26 | 692 |
| Refund of guarantee deposits received | (10) | (1,126) |
| Repayment of the principal portion of lease liabilities |
(10,516) | (11,123) |
| Cash dividends paid | (1,292,348) | (266,470) |
| Proceeds from exercise of employee share options | 138,039 | - |
| Payments for buy-back of ordinary shares | - | (454,093) |
| Proceeds from treasury shares transferred to employees | 12,431 | - |
| Interest paid | (121,266) | (121,437) |
| Net cash generated from (used in) financing activities | 776,356 | (1,153,557) |
| NET INCREASE (DECREASE) IN CASH | 174,980 | (104,349) |
| CASH AT THE BEGINNING OF THE YEAR | 132,903 | 237,252 |
| CASH AT THE END OF THE YEAR | \$ 307,883 |
\$ 132,903 |
The accompanying notes are an integral part of the financial statements. (Concluded)
NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (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 (PA) and plasticizer (DEHP). The Company's shares have been listed on the Taiwan Stock Exchange since March 1989.
The financial statements are presented in the Company's functional currency, the New Taiwan dollar.
2. APPROVAL OF FINANCIAL STATEMENTS
The financial statements were approved by the board of directors on March 8, 2022.
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 Company's accounting policies.
b. The IFRSs endorsed by the FSC for application starting from 2022
| New IFRSs | Effective Date Announced by IASB |
|---|---|
| "Annual Improvements to IFRS Standards 2018-2020" | January 1, 2022 (Note 1) |
| Amendments to IFRS 3 "Reference to the Conceptual Framework" | January 1, 2022 (Note 2) |
| Amendments to IAS 16 "Property, Plant and Equipment - Proceeds before Intended Use" |
January 1, 2022 (Note 3) |
| Amendments to IAS 37 "Onerous Contracts - Cost of Fulfilling a Contract" |
January 1, 2022 (Note 4) |
Note 1: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 "Agriculture" will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 "First-time Adoptions of IFRSs" will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.
Note 2: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.
- Note 3: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
- Note 4: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.
As of the date the financial statements were authorized for issue, the Company assessed that the above standards and interpretations endorsed by the FSC did not have any material impact on the Company's financial position and financial performance.
c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
| New IFRSs | Effective Date Announced by IASB (Note 1) |
|---|---|
| Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets | To be determined by IASB |
| between An Investor and Its Associate or Joint Venture" | |
| 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, 2023 |
| Non-current" | |
| Amendments to IAS 1 "Disclosure of Accounting Policies" | January 1, 2023 (Note 2) |
| Amendments to IAS 8 "Definition of Accounting Estimates" | January 1, 2023 (Note 3) |
| Amendments to IAS 12 "Deferred Tax related to Assets and | January 1, 2023 (Note 4) |
| Liabilities arising from a Single Transaction" | |
- Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
- Note 2: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
- Note 3: The amendments are 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 4: Except for deferred taxes that will be recognized on January 1, 2022 for temporary differences associated with leases and decommissioning obligations, the amendments will be applied prospectively to transactions that occur on or after January 1, 2022.
As of the date the financial statements were authorized for issue, the Company is continuously assessing the possible impact of the related standards and interpretations above on the Company'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 financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
b. Basis of preparation
The financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
- 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
- 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for 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.
When preparing these parent company only financial statements, the Company used the equity method to account for its investments in subsidiaries. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in the parent company only financial statements to be the same as the amounts attributable to the owners of the Company in its consolidated financial statements, adjustments arising from the differences in accounting treatments between the parent company only basis and the consolidated basis were made to investments accounted for using the equity method, the share of profit or loss of subsidiaries, the share of other comprehensive income of subsidiaries in these parent company only financial statements.
c. Classification of current and non-current assets and liabilities
Current assets include:
- 1) Assets held primarily for the purpose of trading;
- 2) Assets expected to be realized within 12 months; 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 Company does not have an unconditional right to defer settlement for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
d. Foreign currencies
In preparing the financial statements, transactions in currencies other than the Company'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.
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 financial statements of the Company, the functional currencies of the Company's foreign operations 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, expect for, translated at the exchange rates the day of transaction when the exchange rate fluctuates widely. The resulting currency translation differences are recognized in other comprehensive income.
e. Inventories
Inventories consist of merchandise inventories, raw materials, supplies, finished goods, semi-finished goods and work in progress. 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.
f. Investments in subsidiaries
The Company uses the equity method to account for its investments in subsidiaries.
A subsidiary is an entity that is controlled by the Company.
Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Company's share of the profit or loss and other comprehensive income of the subsidiary. The Company also recognizes the changes in the Company's share of equity of subsidiaries.
Changes in the Company's ownership interests in subsidiaries that do not result in the Company losing control over the subsidiaries are accounted for as equity transactions. The Company recognized directly in equity any difference between the carrying amount of the investment and the fair value of the consideration paid or received.
When the Company's share of losses of a subsidiary equals or exceeds its interest in that subsidiary (which includes any carrying amount of the investment accounted for using the equity method and long-term interest that in substance, from part of the Company's net investment in the subsidiary), the Company continues recognized its share of further losses.
Any excess of the cost of acquisition over the Company's share of the net fair value of the identifiable assets and liabilities of a subsidiary at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Company's share of the net fair value of the identifiable assets and liabilities over the cost of acquisition is recognized immediately in profit or loss.
When the Company loses control of a subsidiary, it recognizes the investment retained in the former subsidiary at its fair value at the date when control is lost. The difference between the fair value of the retained investment plus any consideration received and the carrying amount of the previous investment at the date when control is lost is recognized as a gain or loss in profit or loss. Besides this, the Company shall account for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if the Company had directly disposed of the related assets or liabilities.
Profits or losses resulting from downstream transactions are eliminated in full only in the parent company's financial statements. Profits and losses resulting from upstream transactions and transactions between subsidiaries are recognized only in the parent company's financial statements only to the extent of interests in the subsidiaries that are not related to the Company.
g. 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.
h. 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.
i. Impairment of property, plant and equipment, right-of-use assets and intangible assets
At the end of each reporting period, the Company reviews the carrying amounts of its property, plant and equipment, right-of-use assets and intangible assets to determine whether there is any indication that those assets have suffered any impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the smallest group of cash-generating units on a reasonable and consistent basis of allocation.
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.
j. Financial instruments
Financial assets and financial liabilities are recognized when the Company 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.
a) Measurement categories
Financial assets are classified into the following categories: financial assets at amortized cost and investments in equity instruments at FVTOCI.
i. 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, notes receivables, trade receivables, and other receivables at amortized cost, 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;
- 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.
- ii. Investments in equity instruments at FVTOCI
On initial recognition, the Company may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss when the Company's right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
b) Impairment of financial assets and contract assets
The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables).
The Company always recognizes lifetime expected credit losses (ECLs) for trade receivables. For all other financial instruments, the Company recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of 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 Company determines that the following situations indicate that a financial asset is in default (without taking into account any collateral held by the Company):
- i. Internal or external information show that the debtor is unlikely to pay its creditors.
- ii. When a financial asset is past due unless the Company has reasonable and corroborative information to support a more lagged default criterion.
The impairment loss of all financial assets is recognized in profit or loss by a reduction in their carrying amounts through a loss allowance account, 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.
c) Derecognition of financial assets
The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. 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 Company 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 Company are recognized at the proceeds received, net of direct issue costs.
The repurchase of the Company's own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Company's own equity instruments.
3) Financial liabilities
a) Subsequent measurement
All financial liabilities are measured at amortized cost using the effective interest method.
b) Derecognition of financial liabilities
The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
k. 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.
l. Revenue recognition
The Company identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
Revenue from the sale of goods
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 Company recognizes revenue and trade receivables concurrently.
m. Leases
At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.
1) The Company as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. 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 Company as lessee
The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for 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 balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments, 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 Company uses the lessee's incremental borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. 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 Company remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. For a lease modification that is not accounted for as a separate lease, the Company 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 balance sheets.
n. Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets (even if the assets must take a long time to ready for their intend 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.
- o. Employee benefits
- 1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.
2) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as 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 Company'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.
p. 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 Company'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.
q. 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.
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 Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
3) Current and deferred 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 Company's accounting policies, management is required to make judgments, estimations, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
The Company 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.
6. CASH
| December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| Cash on hand Checking accounts and demand deposits |
\$ 164 307,719 |
\$ 167 132,736 |
| \$ 307,883 |
\$ 132,903 |
The market rate intervals of cash in bank at the end of the year were as follows:
| December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| Bank balance | 0.01%-0.05% | 0.01%-0.05% |
7. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - INVESTMENTS IN EQUITY INSTRUMENTS
| December 31 | ||
|---|---|---|
| Non-current | 2021 | 2020 |
| Domestic investments Listed shares Unlisted shares |
\$ 11,958,668 93,646 |
\$ 8,228,114 106,443 |
| \$ 12,052,314 |
\$ 8,334,557 |
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 Company's strategy of holding these investments for long-term purposes.
8. NOTES RECEIVABLE AND TRADE RECEIVABLES
| December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| Notes receivable | ||
| At amortized cost | ||
| Gross carrying amount | \$ 32,302 |
\$ 45,318 |
| Less: Allowance for impairment loss | (288) | (571) |
| \$ 32,014 |
\$ 44,747 |
|
| Trade receivables | ||
| At amortized cost | ||
| Gross carrying amount | \$ 638,589 |
\$ 367,334 |
| Less: Allowance for impairment loss | (4,920) | (4,342) |
| \$ 633,669 |
\$ 362,992 |
The average credit period of sales of goods was 30 days. Historical experience had been that receivables past due beyond 1 year were not recoverable. For the receivables past due beyond 1 year, the Company recognized 100% of the amount as allowance for impairment loss. For the receivables past due within 1 year, allowance for impairment loss was recognized against trade receivables based on estimated irrecoverable amounts determined by reference to past default experience of the counterparties and an analysis of their current financial position.
Before accepting any new customer, the Company 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 Company has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Company reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Company's credit risk was significantly reduced.
The Company applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all receivables. 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 Company's different customer base.
The Company 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 Company continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
The following table details the loss allowance of trade receivables based on the Company's provision matrix:
December 31, 2021
| Credit Rating A |
Credit Rating B |
Credit Rating C |
Credit Rating D |
Credit Rating E |
Notes Receivable |
Total | ||
|---|---|---|---|---|---|---|---|---|
| Gross carrying amount Loss allowance (Lifetime |
\$ 184,739 | \$ | - | \$ - |
\$ 82,981 |
\$ 370,869 | \$ 32,302 |
\$ 670,891 |
| ECL) | (924) | - | - | (1,660) | (2,336) | (288) | (5,208) | |
| Amortized cost | \$ 183,815 | \$ | - | \$ - |
\$ 81,321 |
\$ 368,533 | \$ 32,014 |
\$ 665,683 |
December 31, 2020
| Credit Rating A |
Credit Rating B |
Credit Rating C |
Credit Rating D |
Credit Rating E |
Notes Receivable |
Total | |
|---|---|---|---|---|---|---|---|
| Gross carrying amount Loss allowance (Lifetime |
\$ 87,458 |
\$ 88,062 |
\$ 18,008 |
\$ - |
\$ 173,806 | \$ 45,318 |
\$ 412,652 |
| ECL) | (1,312) | (1,321) | (360) | - | (1,349) | (571) | (4,913) |
| Amortized cost | \$ 86,146 |
\$ 86,741 |
\$ 17,648 |
\$ - |
\$ 172,457 | \$ 44,747 |
\$ 407,739 |
The aging of receivables was as follows:
| December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| Not past due Up to 30 days |
\$ 670,887 4 |
\$ 405,212 7,440 |
| \$ 670,891 |
\$ 412,652 |
The movements of the loss allowance of trade receivables were as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| Balance at January 1 Add: Net remeasurement of loss allowance Less: Net remeasurement of loss allowance |
\$ 4,342 2,262 (1,684) |
\$ 4,107 1,957 (1,722) |
| Balance at December 31 | \$ 4,920 |
\$ 4,342 |
The movements of the loss allowance of notes receivable were as follows:
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Balance at January 1 Add: Net remeasurement of loss allowance Less: Net remeasurement of loss allowance |
\$ 571 190 (473) |
\$ 355 403 (187) |
||
| Balance at December 31 | \$ 288 |
\$ 571 |
9. INVENTORIES
| December 31 | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Finished goods Semi-finished goods Work in progress |
\$ 577,800 80,291 18,785 |
\$ 253,687 21,772 26,852 |
||
| Raw materials Supplies Inventory in transit |
252,808 30,819 659,242 1,599,745 |
198,647 24,818 303,425 829,201 |
||
| Less: Allowance for loss | (12,525) | (10,030) | ||
| \$ 1,587,220 |
\$ 819,171 |
The cost of goods sold recognized by the Company is all related to inventories.
The cost of goods sold for the years ended December 31, 2021 and 2020 included inventory write-downs of \$2,495 thousand and \$2,085 thousand, respectively.
10. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
| December 31 | |||||
|---|---|---|---|---|---|
| Name of Subsidiaries | 2021 | 2020 | |||
| Unlisted company | |||||
| Constant Holding Ltd. (CHL) | \$ 25,895,473 |
\$ 23,816,740 |
|||
| Glory Ace | 540,732 | 556,414 | |||
| Union Venture Capital Corp. (UVC) | 348,054 | 450,455 | |||
| Wei Chen Investment Co. (WCI) | 361,651 | 280,786 | |||
| Taiwan Union International Investment Corporation (TUI) | 1,962,503 | 1,745,317 | |||
| \$ 29,108,413 |
\$ 26,849,712 |
At the end of the reporting period, the proportion of ownership and voting rights on subsidiaries and associates held by the Company were as follows:
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| CHL | 100.00% | 100.00% | |
| Glory Ace | 100.00% | 100.00% | |
| UVC | 100.00% | 100.00% | |
| WCI | 100.00% | 100.00% | |
| TUI | 100.00% | 100.00% |
For the information of financial guarantees the Company provided to its directly or indirectly hold subsidiaries, please refer to Note 28 and Table 2.
The investments in subsidiaries accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments for the years ended December 31, 2021 and 2020 was based on the subsidiaries' financial statements which have been audited for the same years.
11. PROPERTY, PLANT AND EQUIPMENT
| Land | Buildings | Machinery and Equipment |
Warehousing Equipment |
Other Equipment |
Construction in Progress and Equipment to Be Inspected |
Total | |
|---|---|---|---|---|---|---|---|
| Cost | |||||||
| Balance at January 1, 2020 Additions Disposals Reclassification |
\$ 1,126,898 - - - |
\$ 740,615 - - 7,145 |
\$ 1,126,447 - (537) 96,924 |
\$ 571,953 - - 27,639 |
\$ 783,941 2,589 (2,005) 27,557 |
\$ 127,399 42,620 - (159,265) |
\$ 4,477,253 45,209 (2,542) - |
| Balance at December 31, 2020 | \$ 1,126,898 | \$ 747,760 |
\$ 1,222,834 | \$ 599,592 |
\$ 812,082 |
\$ 10,754 |
\$ 4,519,920 |
| Accumulated depreciation | |||||||
| Balance at January 1, 2020 Disposals Depreciation expense |
\$ 458,198 - 15,934 |
\$ 976,821 (528) 36,231 |
\$ 464,423 - 20,052 |
\$ 646,017 (1,998) 31,854 |
\$ 2,545,459 (2,526) 104,071 |
||
| Balance at December 31, 2020 | \$ 474,132 |
\$ 1,012,524 | \$ 484,475 |
\$ 675,873 |
\$ 2,647,004 | ||
| Carrying amounts at December 31, 2020 |
\$ 1,126,898 | \$ 273,628 |
\$ 210,310 |
\$ 115,117 |
\$ 136,209 |
\$ 10,754 |
\$ 1,872,916 (Continued) |
| Land | Buildings | Machinery and Equipment |
Warehousing Equipment |
Other Equipment |
Construction in Progress and Equipment to Be Inspected |
Total | |
|---|---|---|---|---|---|---|---|
| Cost | |||||||
| Balance at January 1, 2021 Additions Disposals Reclassification Balance at December 31, 2021 |
\$ 1,126,898 - - - \$ 1,126,898 |
\$ 747,760 - (21,521) 17,706 \$ 743,945 |
\$ 1,222,834 - (162,309) 19,097 \$ 1,079,622 |
\$ 599,592 - (70,547) 13,878 \$ 542,923 |
\$ 812,082 20,838 (78,228) (5,456) \$ 749,236 |
\$ 10,754 242,828 - (45,225) \$ 208,357 |
\$ 4,519,920 263,666 (332,605) - \$ 4,450,981 |
| Accumulated depreciation | |||||||
| Balance at January 1, 2021 Disposals Depreciation expense |
\$ 474,132 (19,795) 15,751 |
\$ 1,012,524 (158,804) 40,557 |
\$ 484,475 (70,131) 21,803 |
\$ 675,873 (77,240) 33,581 |
\$ 2,647,004 (325,970) 111,692 |
||
| Balance at December 31, 2021 | \$ 470,088 |
\$ 894,277 |
\$ 436,147 |
\$ 632,214 |
\$ 2,432,726 | ||
| Carrying amounts at December 31, 2021 |
\$ 1,126,898 | \$ 273,857 |
\$ 185,345 |
\$ 106,776 |
\$ 117,022 |
\$ 208,357 |
\$ 2,018,255 (Concluded) |
There was no indication of impairment for the years ended December 31, 2021 and 2020.
The above items of property, plant and equipment used by the Company 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 | 5-15 years |
| Warehousing equipment | 5-15 years |
| Other equipment | 3-20 years |
12. LEASE ARRANGEMENTS
a. Right-of-use assets
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Carrying amount | |||
| Buildings | \$ 19,593 |
\$ 24,193 |
|
| For the Year Ended December 31 | |||
| 2021 | 2020 | ||
| Depreciation charge for right-of-use assets | |||
| Buildings | \$ 10,095 |
\$ 10,682 |
b. Lease liabilities
| December 31 | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Carrying amount | ||||
| Current | \$ 10,514 |
\$ 10,514 |
||
| Non-current | \$ 9,508 |
\$ 14,112 |
||
Range of discount rate for lease liabilities was as follows:
| December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| Buildings | 1.80% | 1.80% |
c. Material leasing activities and terms
The Company leases buildings for the use of offices with lease terms of 2 to 5 years. The Company does not have bargain purchase options to acquire the leasehold buildings at the end of the lease terms. In addition, the Company is prohibited from subleasing or transferring all or any portion of the underlying assets without the lessor's consent.
d. Other lease information
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Expenses relating to short-term leases Total cash outflow for leases |
\$ 11,665 \$ 22,598 |
\$ 18,036 \$ 29,738 |
The Company's leases of certain office equipment qualify as short-term leases and certain warehousing equipment qualify as low-value asset leases. The Company has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.
13. OTHER ASSETS
| December 31 | |||
|---|---|---|---|
| Current | 2021 | 2020 | |
| Prepayments to suppliers Input VAT and excess business tax paid Prepaid expense |
\$ 187 52,230 40,641 \$ 93,058 |
\$ 440 6,988 26,505 \$ 33,933 |
|
| Non-current | |||
| Refundable deposits Long-term prepaid expenses Prepayment for equipment |
\$ 26,290 41,682 49 \$ 68,021 |
\$ 26,073 38,449 - \$ 64,522 |
14. BORROWINGS
Long-term Borrowings
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Unsecured borrowings | |||
| Revolving credit loans Less: Current portion |
\$ 8,700,000 (300,000) |
\$ 6,650,000 - |
|
| \$ 8,400,000 |
\$ 6,650,000 |
The carrying amounts of long-term borrowings of the Company were as follows:
| Effective | December 31 | ||||
|---|---|---|---|---|---|
| Maturity Day | Interest Rate | 2021 | 2020 | ||
| Fixed interest rate loan | |||||
| Unsecured loans (NTD) | Used in revolving credit before January 2024 | 0.88% | \$ - |
\$ 600,000 |
|
| Used in revolving credit before March 2023 | 0.95% | - | 900,000 | ||
| Used in revolving credit before December 2022 | 0.85% | 300,000 | 300,000 | ||
| Used in revolving credit before November 2022 | 1.00% | - | 1,150,000 | ||
| Used in revolving credit before October 2022 | 0.95% | - | 300,000 | ||
| Used in revolving credit before October 2022 | 0.88% | - | 700,000 | ||
| Used in revolving credit before September 2022 | 1.00% | - | 500,000 | ||
| Used in revolving credit before June 2022 | 1.00% | - | 500,000 | ||
| Used in revolving credit before June 2022 | 0.98% | - | 300,000 | ||
| Used in revolving credit before April 2022 | 1.00% | - | 500,000 | ||
| Used in revolving credit before March 2022 | 0.94% | - | 500,000 | ||
| Used in revolving credit before October 2023 | 0.86% | 630,000 | - | ||
| Used in revolving credit before June 2023 | 0.88% | 760,000 | - | ||
| Used in revolving credit before June 2023 | 0.90% | 240,000 | - | ||
| Used in revolving credit before September 2024 | 0.90% | 800,000 | - | ||
| Used in revolving credit before March 2023 | 0.99% | 900,000 | - | ||
| Used in revolving credit before November 2023 | 0.96% | 500,000 | - | ||
| Used in revolving credit before April 2024 | 1.00% | 100,000 | - | ||
| Used in revolving credit before August 2024 | 0.94% | 770,000 | - | ||
| Used in revolving credit before June 2023 | 0.92% | 1,000,000 | - | ||
| Used in revolving credit before December 2023 | 0.90% | 500,000 | - | ||
| Used in revolving credit before April 2023 | 0.90% | 700,000 | - | ||
| Used in revolving credit before May 2023 | 0.83% | 500,000 | - | ||
| Used in revolving credit before January 2024 | 0.89% | 600,000 | - | ||
| Total of fixed interest rate loan | 8,300,000 | 6,250,000 | |||
| Floating interest rate loan | |||||
| Unsecured loans (NTD) | Repaid once in June 2023 | 0.98% | 400,000 | 400,000 | |
| Total of floating interest rate loan | 400,000 | 400,000 | |||
| Total of long-term borrowing |
8,700,000 | 6,650,000 | |||
| Less: Current portion | (300,000) | - | |||
| \$ 8,400,000 | \$ 6,650,000 |
15. BONDS PAYABLE
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Secured domestic bonds Less: Discount of bonds |
\$ 6,000,000 (8,867) |
\$ 6,000,000 (13,295) |
|
| \$ 5,991,133 |
\$ 5,986,705 |
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 December 2023 |
\$ 6,000,000 |
0.95% | Bullet repayment; interest payable annually |
16. NOTES PAYABLE AND TRADE PAYABLES
Trade payables of the Company were generated from operating activities. The average credit period on purchases was 30 days. The Company has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.
17. OTHER LIABILITIES
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Current | |||
| Other payables | |||
| Payables for salaries or bonuses | \$ 58,222 |
\$ 100,412 |
|
| Payables for freight | 12,445 | 16,063 | |
| Payables for purchases of equipment | 6,389 | 9,902 | |
| Interest payables | 4,535 | 4,362 | |
| Payables for utilities | 4,820 | 667 | |
| Payables for compensation of employees | 32,000 | 32,000 | |
| Payables for compensation of directors | 10,000 | 10,000 | |
| Others | 46,348 | 49,522 | |
| \$ 174,759 |
\$ 222,928 |
||
| Other liabilities | |||
| Contract liabilities | \$ 13,697 |
\$ 30,271 |
|
| Others | 7,993 | 2,546 | |
| \$ 21,690 |
\$ 32,817 |
18. PROVISIONS
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Non-current | |||
| Employee benefits | \$ 10,363 |
\$ 8,201 |
The provision for employee benefits is based on the Company's employee pension. The present value of the long-term employee benefit were carried out by qualified actuaries.
19. 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.
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 Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the "Bureau"); the Company has no right to influence the investment policy and strategy.
The amounts included in the balance sheets in respect of the Company's defined benefit plans were as follows:
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Present value of defined benefit obligation Fair value of plan assets |
\$ 565,598 (313,118) |
\$ 560,069 (333,274) |
|
| Net defined benefit liabilities | \$ 252,480 |
\$ 226,795 |
Movements in net defined benefit liabilities were as follows:
| Present Value of the Defined Benefit Obligation |
Fair Value of the Plan Assets |
Net Defined Benefit Liabilities |
|
|---|---|---|---|
| Balance at January 1, 2020 | \$ 555,826 |
\$ (363,335) |
\$ 192,491 |
| Current service cost | 4,376 | - | 4,376 |
| Net interest expense (income) | 3,417 | (2,222) | 1,195 |
| Recognized in profit or loss | 7,793 | (2,222) | 5,571 |
| Remeasurement | |||
| Return on plan assets (excluding amounts included in net interest) |
- | (12,654) | (12,654) |
| Actuarial loss - changes in financial |
|||
| assumptions | 9,192 | - | 9,192 |
| Actuarial loss - experience adjustments |
34,941 | - | 34,941 |
| Recognized in other comprehensive income | 44,133 | (12,654) | 31,479 |
| Contributions from the employer | - | (2,746) | (2,746) |
| Benefits paid | (47,683) | 47,683 | - |
| Balance at December 31, 2020 | \$ 560,069 |
\$ (333,274) |
\$ 226,795 |
| Balance at January 1, 2021 | \$ 560,069 |
\$ (333,274) |
\$ 226,795 |
| Current service cost | 4,191 | - | 4,191 |
| Net interest expense (income) | 2,100 | (1,255) | 845 |
| Recognized in profit or loss | 6,291 | (1,255) | (5,036) |
| Remeasurement | |||
| Return on plan assets (excluding amounts | |||
| included in net interest) | - | (5,022) | (5,022) |
| Actuarial loss - changes in demographic |
|||
| assumptions | 12,876 | - | 12,876 |
| Actuarial gain - changes in financial |
|||
| assumptions Actuarial loss - experience adjustments |
(4,408) 21,156 |
- - |
(4,408) 21,156 |
| Recognized in other comprehensive income | 29,624 | (5,022) | 24,602 |
| Contributions from the employer | - | (2,801) | (2,801) |
| Benefits paid | (30,386) | 29,234 | (1,152) |
| Balance at December 31, 2021 | \$ 565,598 |
\$ (313,118) |
\$ 252,480 |
Through the defined benefit plans under the Labor Standards Act, the Company is exposed to the following risks:
- 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
- 2) Interest risk: A decrease in the government 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:
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Discount rate | 0.500% | 0.375% | |
| Expected rate of salary increase | 2.500% | 2.500% |
If possible reasonable changes in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation will increase (decrease) as follows:
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Discount rate | |||
| 0.25% increase | \$ (8,837) |
\$ (9,192) |
|
| 0.25% decrease | \$ 9,074 |
\$ 9,445 |
|
| Expected rate of salary increase/decrease | |||
| 0.25% increase | \$ 8,749 |
\$ 9,092 |
|
| 0.25% decrease | \$ (8,567) |
\$ (8,897) |
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.
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Expected contributions to the plans for the next year | \$ 2,803 |
\$ 2,824 |
|
| Average duration of the defined benefit obligation | 6.8 years | 6.9 years |
20. EQUITY
a. Ordinary shares
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Number of shares authorized (in thousands) | 2,000,000 | 2,000,000 | |
| Shares authorized | \$ 20,000,000 |
\$ 20,000,000 |
|
| Number of shares issued and fully paid (in thousands) | 1,347,121 | 1,332,348 | |
| Shares issued | \$ 13,471,206 |
\$ 13,323,476 |
|
| Capital collected in advance | \$ 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.
b. Capital surplus
| December 31 | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital (Note) |
||||
| Issuance of ordinary shares Employee share options exercised and expired Treasury share transactions Donations |
\$ | 810,199 294,492 219,189 21,898 |
\$ | 810,199 279,472 202,606 21,898 |
| May only be used to offset a deficit | ||||
| Unclaimed dividends | 585 | - | ||
| May not be used for any purpose | ||||
| Employee share options | 42,068 | 47,197 | ||
| \$ | 1,388,431 | \$ | 1,361,372 |
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.
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 2020 and 2019 were as follows:
| Appropriation of Earnings For the Year Ended December 31 |
|||
|---|---|---|---|
| 2020 | 2019 | ||
| Legal reserve | \$ 242,128 |
\$ - |
|
| Cash dividends | \$ 1,292,348 |
\$ 266,470 |
|
| Cash dividends per share (NT\$) | \$ 1.00 |
\$ 0.20 |
The above appropriations for cash dividends were resolved by the Company's board of directors on March 18, 2021 and March 13, 2020, respectively; the other proposed appropriations in 2020 were resolved by the shareholders in their meeting on July 21, 2021.
The appropriation of earnings for 2021 was resolved by the Company's board of directors on March 8, 2022. The appropriation and dividends per share were as follows:
| For the Year Ended December 31, 2021 |
|
|---|---|
| Legal reserve | \$ 257,369 |
| Cash dividends | \$ 1,311,831 |
| Cash dividends per share (NT\$) | \$ 1 |
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 26, 2022.
d. Special reserve
On the first-time adoption of IFRS, the Company 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
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Balance at January 1 | \$ | (896,268) | \$ | (1,088,276) |
| Recognized for the year | ||||
| Exchange differences on translating the financial | ||||
| statements of foreign operations | (259,585) | 181,673 | ||
| Related Income Tax | 3,130 | 5,850 | ||
| Share from subsidiaries accounted for using the equity | ||||
| method | (518) | 4,485 | ||
| Balance at December 31 | \$ | (1,153,241) | \$ | (896,268) |
2) Unrealized gain (loss) on financial assets at FVTOCI
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Balance at January 1 | \$ 5,064,268 |
\$ 2,608,233 |
|
| Recognized for the year Unrealized gain - equity instruments |
3,723,068 | 1,712,848 | |
| Share from subsidiaries accounted for using the equity method |
444,009 | 1,055,326 | |
| Cumulative unrealized (loss) gain of equity instruments transferred to retained earnings due to disposal |
(445,908) | (312,139) | |
| Balance at December 31 | \$ 8,785,437 |
\$ 5,064,268 |
f. Treasury shares
| Purpose of Buy-back Shares Transferred to Employees (In Thousands of Shares) |
|
|---|---|
| Number of shares at January 1, 2020 Increase during the year |
- 40,000 |
| Number of shares at December 31, 2020 | 40,000 |
| Number of shares at January 1, 2021 Decrease during the year |
40,000 (1,335) |
| Number of shares at December 31, 2021 | 38,665 |
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.
21. NET PROFIT
Information about net profit is as follows:
a. Interest income
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Bank deposits | \$ 25 |
\$ 125 |
b. Other income
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Operating lease rental income | \$ 78,737 |
\$ 76,317 |
|
| Dividends | 314,750 | 264,810 | |
| Commission income | 85 | 322 | |
| Indemnity income | 80,063 | - | |
| Others | - | 45 | |
| \$ 473,635 |
\$ 341,494 |
c. Other gains and losses
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Net foreign exchange gains (losses) | \$ (1,435) |
\$ 1,706 |
|
| Gain on lease modifications | - | 36 | |
| Loss on disposal of property, plant and equipment | (6,285) | (16) | |
| Bank charges (including bonds) | (34,927) | (35,897) | |
| Others | (210,175) | (9,679) | |
| \$ (252,822) |
\$ (43,850) |
d. Finance costs
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Interest on bank loans (including bonds) Interest on lease liabilities |
\$ 125,868 417 |
\$ 124,706 579 |
|
| \$ 126,285 |
\$ 125,285 |
e. Depreciation and amortization
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Property, plant and equipment Right-of-use assets Long-term prepaid expenses |
\$ 111,692 10,094 28,596 |
\$ 104,071 10,682 27,711 |
|
| \$ 150,382 |
\$ 142,464 |
||
| An analysis of depreciation by function Cost of goods sold Operating expenses Other losses |
\$ 97,662 15,987 8,137 |
\$ 90,120 16,160 8,473 |
|
| \$ 121,786 |
\$ 114,753 (Continued) |
| For the Year Ended December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| \$ 22,553 |
\$ 23,605 |
|
| 6,043 | 4,106 | |
| \$ 28,596 |
\$ 27,711 (Concluded) |
|
f. Employee benefits expense
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Short-term benefits | \$ 342,380 |
\$ 350,275 |
|
| Post-employment benefits (Note 19) | |||
| Defined contribution plans | 8,539 | 15,531 | |
| Defined benefit plans | 5,036 | 5,571 | |
| Total post-employment benefits | 13,575 | 21,102 | |
| Share-based payments | |||
| Equity-settled | 45,445 | 34,225 | |
| Other employee benefits | 17,018 | 15,023 | |
| Total employee benefits expense | \$ 418,418 |
\$ 420,625 |
|
| An analysis of employee benefits expense by function | |||
| Operating costs | \$ 205,293 |
\$ 189,686 |
|
| Operating expenses | 213,125 | 230,939 | |
| \$ 418,418 |
\$ 420,625 |
| For the Year Ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Operating Costs |
Operating Expenses |
Total | Operating Costs |
Operating Expenses |
Total | |
| Employee benefits expense | ||||||
| Salary expense | \$ 174,221 | \$ 176,221 | \$ 350,442 | \$ 154,481 | \$ 196,367 | \$ 350,848 |
| Labor and health insurance | ||||||
| expense | 13,231 | 11,912 | 25,143 | 11,664 | 9,736 | 21,400 |
| Pension expense - defined | ||||||
| contribution plans | 4,445 | 4,094 | 8,539 | 10,722 | 4,809 | 15,531 |
| Pension expense - defined | ||||||
| benefit plans | 2,417 | 2,619 | 5,036 | 2,730 | 2,841 | 5,571 |
| Remuneration of directors | - | 12,240 | 12,240 | - | 12,252 | 12,252 |
| Other employee benefits | 10,979 | 6,039 | 17,018 | 10,089 | 4,934 | 15,023 |
| Total employee benefits expense | \$ 205,293 | \$ 213,125 | \$ 418,418 | \$ 189,686 | \$ 230,939 | \$ 420,625 |
- 1) As of December 31, 2021 and 2020, the Company had 234 and 237 employees, respectively, which included 7 non-employee directors for both years. The basis of calculation for headcount was the same as the basis of calculation for employee benefits expense.
- 2) Average employee benefits expense for the years ended December 31, 2021 and 2020 were \$1,789 thousand and \$1,776 thousand, respectively. Average salary expenses for the years ended December 31, 2021 and 2020 were \$1,544 thousand and \$1,525 thousand, respectively. Average salary expenses increased by 1% year-on-year.
3) The Company's compensation policy is determined by considering the operating performance and future development of the current year. The remuneration of directors, managers and employees is described as follows:
Directors
- a) According to Article 28 of the Company's Articles and related regulations, the remuneration of directors is distributed after approval by the compensation committee and the board of directors.
- b) According to Article 18 of the Company's Articles, the Company can pay directors regardless of profit or loss up to the limit prescribed by law and the Company's Articles. The amount and the method of distribution are determined by the extent and value of the services provided for the management of the Company, and is submitted to and reviewed by the compensation committee before distribution.
- c) The performance of the directors and the reasonableness of the overall compensation program are evaluated based on the Company's operating results and related regulations. Such proposal shall first be submitted to the compensation committee for review before it is delivered to the board of directors for resolution.
Managers
- a) The remuneration of managers paid by the Company, which includes the salary, bonuses or profit sharing, etc., is distributed in accordance with the charter of the compensation committee and related regulations on the remuneration of managers.
- b) The performance of managers and the reasonableness of overall compensation program are evaluated based on the Company's operating results and related regulations. Such proposal shall first be submitted to the compensation committee for review before it is delivered to the board of directors for resolution.
Staff
- a) To ensure fairness and meet the market levels of salaries and bonuses, the Company adjusts salaries or distributes related bonuses in accordance with the consumer price index, external competitors, annual operating results and employees' performance.
- b) The Company also established work rules and regulations for performance evaluation as a reference to the compensation policies.
- g. Employees' compensation and remuneration of directors
According to the Articles of Incorporation of the Company, the Company accrued employees' compensation and remuneration of directors at rates of no less than 1% and no higher than 1%, respectively, of net profit less accumulated deficit. The Company replaced the supervisor with the audit committee; thus, there was no remuneration for supervisors.
The compensation of employees and the remuneration of directors for the year ended December 31, 2021 and 2020, which were approved by the Company's board of directors on March 8, 2022 and March 18, 2021 respectively, are as follows:
Accrual rate
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Compensation of employees | 1.44% | 1.47% | |
| Remuneration of directors | 0.45% | 0.46% |
Amount
| For the Year Ended December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| Cash | Cash | |
| Compensation of employees | \$ 32,000 |
\$ 32,000 |
| Remuneration of directors | \$ 10,000 |
\$ 10,000 |
If there is a change in the amounts after the annual 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 financial statements for the years ended December 31, 2020 and 2019.
Information on the employees' compensation and remuneration of directors resolved by the Company's board of directors in 2022 and 2021 is available at the Market Observation Post System website of the Taiwan Stock Exchange.
h. Gains or losses on foreign currency exchange
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Foreign exchange gains Foreign exchange losses |
\$ 21,729 (23,164) |
\$ 16,879 (15,173) |
|
| \$ (1,435) |
\$ 1,706 |
22. INCOME TAXES
a. Income tax recognized in profit or loss
Major components of income tax expense are as follows:
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Current tax | |||
| Income tax on unappropriated earnings | \$ 32,000 |
\$ - |
|
| Adjustments for prior year | 2,418 | 2,228 | |
| 34,418 | 2,228 | ||
| Deferred tax | |||
| In respect of the current year | (6,650) | (1,240) | |
| Income tax expense recognized in profit or loss | \$ 27,768 |
\$ 988 |
A reconciliation of accounting profit and income tax expense is as follows:
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Profit before tax | \$ 2,175,230 |
\$ 2,135,308 |
|
| Income tax expense calculated at the statutory rate | \$ 435,046 |
\$ 427,062 |
|
| Permanent differences | (378,746) | (375,342) | |
| Tax-exempt income | (62,950) | (52,960) | |
| Tax on unappropriated earnings | 32,000 | - | |
| Adjustments for prior years' tax | 2,418 | 2,228 | |
| Income tax expense recognized in profit or loss | \$ 27,768 |
\$ 988 |
In accordance with Rule No. 10904550440 issued by the Ministry of Finance of Taiwan (MOF), the Company used the losses incurred in the first quarter of 2020 to estimate losses for the first six months of 2020 and this amount is deducted from the Company's unappropriated earnings for 2018 for filling the additional tax. For the 2020 financial reporting purpose, the tax on unappropriated earnings for 2018 is measured based on the actual profit for 2020, and the current income tax payable is adjusted accordingly.
b. Income tax recognized in other comprehensive income
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Deferred income tax expense | |||
| In respect of the current period Translation of foreign operations Remeasurement of defined benefit plans |
\$ (3,130) (4,920) |
\$ (5,850) (6,300) |
|
| (8,050) | (12,150) | ||
| Total income tax recognized in other comprehensive income | \$ (8,050) |
\$ (12,150) |
c. Current tax assets and liabilities
| December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Current tax assets | \$ | \$ | |
| Tax refund receivable | 7,835 | - | |
| Current tax liabilities | \$ | \$ | |
| Income tax payable | 32,000 | 7,447 |
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, 2021
| Opening Balance |
Recognized in Profit or Loss |
Recognized in Other Comprehen sive Income |
Closing Balance |
|
|---|---|---|---|---|
| Deferred tax assets | ||||
| Temporary differences Allowance for write-down of inventories |
\$ 2,010 |
\$ 490 |
\$ - |
\$ 2,500 |
| Allowance for impairment loss Defined benefit obligations Exchange differences on translating the financial statements of foreign |
170 45,350 |
(170) 220 |
- 4,920 |
- 50,490 |
| operations Others |
31,530 4,090 |
- 6,100 |
3,130 - |
34,660 10,190 |
| Deferred tax liabilities | \$ 83,150 |
\$ 6,640 |
\$ 8,050 |
\$ 97,840 |
| Temporary differences Investment income abroad |
\$ 117,490 |
\$ (10) |
\$ - |
\$ 117,480 |
| Land revaluation incremental tax |
99,828 | - | - | 99,828 |
| \$ 217,318 |
\$ (10) |
\$ - |
\$ 217,308 |
For the year ended December 31, 2020
| Opening Balance |
Recognized in Profit or Loss |
Recognized in Other Comprehen sive Income |
Closing Balance |
|
|---|---|---|---|---|
| Deferred tax assets | ||||
| Temporary differences Allowance for write-down of inventories |
\$ 1,590 |
\$ 420 |
\$ - |
\$ 2,010 |
| Allowance for impairment loss Defined benefit obligations Exchange differences on translating the financial |
50 38,210 |
120 840 |
- 6,300 |
170 45,350 |
| statements of foreign operations Others |
25,680 3,980 |
- 110 |
5,850 - |
31,530 4,090 |
| \$ 69,510 |
\$ 1,490 |
\$ 12,150 |
\$ 83,150 |
|
| Deferred tax liabilities | ||||
| Temporary differences Investment income abroad |
\$ 117,240 |
\$ 250 |
\$ - |
\$ 117,490 |
| Land revaluation incremental tax |
99,828 | - | - | 99,828 |
| \$ 217,068 |
\$ 250 |
\$ - |
\$ 217,318 |
e. The aggregate amount of temporary differences associated with investments for which deferred tax liabilities have not been recognized
As of December 31, 2021 and 2020, the taxable temporary differences associated with investments in subsidiaries for which no deferred tax liabilities have been recognized were \$2,480,000 thousand and \$2,070,000 thousand, respectively.
f. Income tax assessments
The income tax returns through 2019 have been assessed by the tax authorities.
23. EARNINGS PER SHARE
Unit: NT\$ Per Share
| For the Year Ended December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| Basic earnings per share | \$ 1.66 |
\$ 1.62 |
| Diluted earnings per share | \$ 1.62 |
\$ 1.62 |
The weighted average number of shares outstanding used for the earnings per share computation was adjusted as follows:
Net Profit (Loss) for the Year
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Earnings used in the computation of basic and diluted earnings per | |||
| share | \$ 2,147,262 |
\$ 2,134,320 |
The weighted average number of ordinary shares outstanding (in thousands of shares) is as follows:
| For the Year Ended December 31 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Weighted average number of ordinary shares used in the | |||
| computation of basic earnings per share | 1,297,478 | 1,314,334 | |
| Effect of potentially dilutive ordinary shares | |||
| Employee share options | 24,829 | 4,171 | |
| Compensation of employees | 1,858 | 1,667 | |
| Weighted average number of ordinary shares used in the | |||
| computation of diluted earnings per share | 1,324,165 | 1,320,172 |
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.
24. SHARE-BASED PAYMENT ARRANGEMENTS
a. Employee share option plan of the Company - 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 anniversary year from the grant date.
Information on employee share options is as follows:
| For the Year Ended December 31 | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Number of Options (In Thousands of Units) |
Weighted average Exercise Price (\$) |
Number of Options (In Thousands of Units) |
Weighted average Exercise Price (\$) |
|||
| Balance at January 1 | 40,000 | \$ 9.8 |
40,000 | \$ 9.6 |
||
| Options exercised | (15,510) | 8.9 | - | |||
| Options expired | (94) | 8.9 | ||||
| Balance at December 31 | 24,396 | 8.9 | 40,000 | 9.4 | ||
| Options exercisable, end of the year |
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% and 25.03% |
| Expected life (in years) | 4, 4.5 and 5 years |
| Expected dividend yield | - |
| Risk-free interest rate | 0.52%, 0.53% and 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 \$26,141 thousand and \$34,225 thousand for the years ended December 31, 2021 and 2020, respectively.
Note: The exercise price will be adjusted according to the aforementioned employee share option plan.
b. Employee share option plan of the Company - transferred treasury shares
Employees of the Company were transferred 1,335 thousand shares in on September 8, 2021 according to the treasury share transfer regulation of the Company by \$9.4. The total compensation cost recognized was \$19,304 thousand.
25. CAPITAL MANAGEMENT
The Company manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance. There will be no significant change in the overall strategy of the Company in the short term.
Key management personnel of the Company 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 Company may adjust the amount of dividends, and the amount of new debt issued or existing debt redeemed.
The review of the capital structure is based on the information of consolidated financial statements, please refer to the consolidated financial statements.
26. FINANCIAL INSTRUMENTS
a. Fair value of financial instruments not measured at fair value
December 31, 2021
| Carrying | Fair Value | ||||
|---|---|---|---|---|---|
| Amount | Level 1 | Level 2 | Level 3 | Total | |
| Financial liabilities | |||||
| Financial liabilities at amortized cost Domestic corporate bonds payable |
\$ 5,991,133 |
\$ - |
\$ 6,025,200 |
\$ - |
\$ 6,025,200 |
| December 31, 2020 | |||||
| Carrying | Fair Value | ||||
| Amount | Level 1 | Level 2 | Level 3 | Total | |
| Financial liabilities | |||||
| Financial liabilities at amortized cost Domestic corporate bonds |
|||||
| payable | \$ 5,986,705 |
\$ - |
\$ 6,037,788 |
\$ - |
\$ 6,037,788 |
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.
- b. Fair value of financial instruments measured at fair value on a recurring basis
- 1) Fair value hierarchy
December 31, 2021
| Level 1 | Level 2 | Level 3 | Total | ||
|---|---|---|---|---|---|
| Financial assets at FVTOCI Investments in equity instruments |
|||||
| Domestic listed shares Domestic unlisted |
\$ 11,958,668 |
\$ | - | \$ - |
\$ 11,958,668 |
| shares | - | - | 93,646 | 93,646 | |
| \$ 11,958,668 |
\$ | - | \$ 93,646 |
\$ 12,052,314 |
December 31, 2020
| Level 1 | Level 2 | Level 3 | Total | ||
|---|---|---|---|---|---|
| Financial assets at FVTOCI Investments in equity instruments |
|||||
| Domestic listed shares Domestic unlisted |
\$ 8,228,114 |
\$ | - | \$ - |
\$ 8,228,114 |
| shares | - | - | 106,443 | 106,443 | |
| \$ 8,228,114 |
\$ | - | \$ 106,443 |
\$ 8,334,557 |
There were no transfers between Levels 1 and 2 in the current and prior years.
2) Reconciliation of Level 3 fair value measurements of financial instruments
For the year ended December 31, 2021
| Financial Assets at FVTOCI |
|
|---|---|
| Financial Assets | Equity Instruments |
| Balance at January 1, 2021 Recognized in other comprehensive income (included in unrealized gain (loss) |
\$ 106,443 |
| on financial assets at FVTOCI) | (12,797) |
| Balance at December 31, 2021 | \$ 93,646 |
For the year ended December 31, 2020
| Financial Assets at FVTOCI |
||
|---|---|---|
| Financial Assets | Equity Instruments |
|
| Balance at January 1, 2020 | \$ 100,685 |
|
| Recognized in other comprehensive income (included in unrealized gain (loss) on financial assets at FVTOCI) |
5,758 | |
| Balance at December 31, 2020 | \$ 106,443 |
|
| 3) | Valuation techniques and inputs applied for Level 2 fair value measurement |
| Financial Instrument | Valuation Technique and Inputs |
|---|---|
| Financial liabilities - domestic corporate bonds payable |
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.
c. Categories of financial instruments
| December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| Financial assets | ||
| Financial assets at amortized cost (1) Equity instruments at FVTOCI |
\$ 1,010,404 12,052,314 |
\$ 571,363 8,334,557 |
| Financial liabilities | ||
| Financial liabilities at amortized cost (2) | 15,586,064 | 13,155,539 |
- 1) The balances included financial assets measured at amortized cost, which comprise cash, notes receivable, trade receivables, other receivables and refundable deposits.
- 2) The balances included financial liabilities at amortized cost, which comprise notes payable, trade payables, other payables, bonds issued, current portion of long-term borrowings, long-term borrowings and guarantee deposits received.
- d. Financial risk management objectives and policies
The Company's major financial instruments include equity investments, receivables, payables, and borrowings. The Company'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 Company 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 Company's 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 Company's exposure to market risks or the manner in which these risks are managed and measured.
a) Foreign currency risk
The Company has foreign currency denominated sales and purchases, which exposes the Company to foreign currency risk. Approximately 45% of the Company's sales is denominated in currencies other than the functional currency, whilst almost 90% of costs is denominated in currencies other than the functional currency of the Company.
The carrying amounts of the Company's foreign currency denominated monetary assets and monetary liabilities are set out in Note 31.
Sensitivity analysis
The Company is mainly exposed to the USD.
The following table details the Company's sensitivity to a 3% increase and decrease in New Taiwan dollars 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 strengthening 3% against the USD. For a 3% weakening of the New Taiwan dollar against the USD, there would be an equal and opposite impact on pre-tax profit, and the balances below would be negative.
| USD Impact | ||||
|---|---|---|---|---|
| For the Year Ended December 31 | ||||
| 2021 | 2020 | |||
| Profit or loss | \$ 6,068 |
\$ | 630 |
This was mainly attributable to the exposure on outstanding receivables and payables denominated in USD.
The Company's sensitivity to foreign currency increased for the year ended December 31, 2021 mainly due to the increase in the amount of net foreign currency liabilities.
b) Interest rate risk
The Company is exposed to interest rate risk because the Company 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 Company's financial assets and financial liabilities with exposure to interest rates at the end of the year were as follows:
| December | 31 | |
|---|---|---|
| 2021 | 2020 | |
| Fair value interest rate risk | ||
| Financial liabilities | \$ 14,311,155 |
\$ 12,261,331 |
| Cash flow interest rate risk Financial liabilities |
400,000 | 400,000 |
The Company is exposed to fair value interest rate risk in relation to fixed-rate bank borrowings and bonds payable. The Company aims to keep borrowings at floating rates to minimize fair value interest rate risk.
The Company is also exposed to cash flow interest rate risk in relation to floating-rate bank borrowings. It is the Company's policy to keep its borrowings at floating interest rates so as to minimize the fair value interest rate risk.
Sensitivity analysis
The sensitivity analysis below was determined based on the Company'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 Company pre-tax profit for the years ended December 31, 2021 and 2020 would both decrease/increase by \$2,000 thousand.
The Company's sensitivity to interest rates did not change during the year ended December 31, 2021 mainly due to the same amount of floating-rate bank borrowings.
c) Other price risk
The Company was exposed to equity price risk through its investments in equity securities. Equity investments are held for strategic rather than for trading purposes, the Company does not actively trade these investments. The Company'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, 2021 and 2020 would have increased/decreased by \$602,616 thousand and \$416,728 thousand, respectively, as a result of the changes in fair value of financial assets at FVTOCI.
The Company's sensitivity to equity prices increased because the Company held more 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 Company. At the end of the year, the Company's maximum exposure to credit risk, which would cause a financial loss to the Company 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 Company 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 Company transacts with a large number of customers. The Company did not have significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. Concentration of credit risk to any other counterparty did not exceed 10% of gross monetary assets at any time during the years ended December 31, 2021 and 2020.
The Company's concentration of credit risk by geographical locations was mainly in Taiwan, which accounted for 40% and 48% of total trade receivables as of December 31, 2021 and 2020, respectively.
3) Liquidity risk
The Company manages liquidity risk by monitoring and maintaining a level of cash deemed adequate to finance the Company's operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
The Company relies on bank borrowings as a significant source of liquidity. As of December 31, 2021 and 2020, the Company 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 Company'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 Company can be required to pay. The table included both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time 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, 2021 | 0-3 Months | 3 Months to 1 Year |
1-5 Years |
|---|---|---|---|
| Non-derivative financial liabilities Non-interest bearing liabilities Lease liabilities Variable interest rate liabilities Fixed interest rate liabilities |
\$ 734,955 2,357 - - |
\$ - 7,072 - 300,000 |
\$ - 11,013 400,000 14,000,000 |
| December 31, 2020 | \$ 737,312 |
\$ 307,072 |
\$ 14,411,013 |
| Non-derivative financial liabilities Non-interest bearing liabilities Lease liabilities Variable interest rate liabilities Fixed interest rate liabilities |
\$ 150,513 2,629 - - |
\$ 162,997 8,249 - - |
\$ - 14,403 400,000 12,250,000 |
| \$ 153,142 |
\$ 171,246 |
\$ 12,664,403 |
b) Financing facilities
| December 31 | ||
|---|---|---|
| Unsecured bank loan facilities | 2021 | 2020 |
| Amount used Amount unused |
\$ 8,700,000 6,506,531 |
\$ 6,650,000 8,170,107 |
| \$ 15,206,531 |
\$ 14,820,107 |
27. TRANSACTIONS WITH RELATED PARTIES
Details of transactions between the Company and related parties are disclosed as follows:
a. Related party name and category
| Related Party Name | Related Party Category | |||||
|---|---|---|---|---|---|---|
| Lien Hwa Industrial Holdings Corp. (LHIHC) | Lien Hwa Property Development Corp. (LHPDC) Linde Lienhwa Industrial GASES Co., Ltd. (LLIG) Asia Union Electronic Chemical Corp. (AUECC) |
With the same chairman Subsidiary of LHIHC Associate of LHIHC Investment accounting for using the equity method held by LLIG |
||||
| Lienhwa United LPG Co., Ltd. (LPG) Zhongshan Unicizers Zhuhai Unicizers Taizhou Union Chemical Zhenjiang Union Chemical Panjin Union Chemical Nanchong Unicizers UPC Chemicals (Malaysia) UPCM Trading (Vietnam) Union Hong Kong |
Harbinger Venture Management Co., Ltd. (HVMC) | Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary |
With the same chairman The Company is its director |
|||
| b. | Operating revenue | |||||
| Line Item | Related Party Category | For the Year Ended December 31 2021 |
2020 | |||
| Sales | Subsidiaries | \$ 1,347,794 |
\$ 258,624 |
|||
| c. | Purchase of goods | |||||
| For the Year Ended December 31 | ||||||
| Related Party Category | 2021 | 2020 | ||||
| Subsidiaries Company |
Associates of investors with significant influence over the | \$ 2,366,254 12,193 |
\$ 290,964 27,088 |
|||
| \$ 2,378,447 |
\$ 318,052 |
d. Lease arrangements - the Company is lessee
| December 31 | ||||
|---|---|---|---|---|
| Line Item | Related Party Category/Name | 2021 | 2020 | |
| Lease liabilities | LHPDC | \$ 20,020 |
\$ 24,626 |
|
| For the Year Ended December 31 | ||||
| Related Party Category/Name | 2021 | 2020 | ||
| Interest expense | ||||
| LHPDC | \$ 417 |
\$ 579 |
||
| e. | Lease arrangements - | the Company is lessor | ||
| Future lease payments receivable are as follows: | ||||
| December 31 | ||||
| Related Party Category/Name | 2021 | 2020 | ||
| Company | Associates of investors with significant influence over the | |||
| AUECC | \$ 58,385 |
\$ 62,451 |
||
| LPG | 3,969 | 5,458 | ||
| \$ 62,354 |
\$ 67,909 |
|||
| Lease income was as follows: | ||||
| For the Year Ended December 31 | ||||
| Related Party Category/Name | 2021 | 2020 | ||
| Company | Associates of investors with significant influence over the | |||
| AUECC | \$ 18,681 |
\$ 18,172 |
||
| LPG | 5,530 | 4,148 | ||
| \$ 24,211 |
\$ 22,320 |
|||
| f. | Service revenue | |||
| For the Year Ended December 31 | ||||
| Line Item | Related Party Category/Name | 2021 | 2020 | |
| Other income | Associates of investors with significant influence over the Company Subsidiaries of investors with significant influence over the Company |
\$ 70 |
\$ 68 |
|
| LHPDC | 516 | 493 | ||
| \$ 586 |
\$ 561 |
|||
Transactions with related parties were made at prices and terms comparable to those that would be obtained in similar transactions with non-related parties.
g. Receivables from related parties (excluding loans to related parties)
| December 31 | ||||||
|---|---|---|---|---|---|---|
| Line Item | Related Party Category/Name | 2021 | 2020 | |||
| Trade receivables | Subsidiaries | \$ 157,100 |
\$ 50,482 |
h. Other receivables from related parties (excluding loans to related parties)
| December 31 |
||||||
|---|---|---|---|---|---|---|
| Related Party Category/Name | 2021 | 2020 | ||||
| Associates of investors with significant influence over the Company LPG LLIG AUECC Subsidiaries Subsidiaries of investors with significant influence over the |
\$ 1,427 535 1,848 179 46 |
\$ 1,435 530 1,590 217 44 \$ 3,816 |
||||
| Company | \$ 4,035 |
i. Refundable deposits
| December 31 | |||
|---|---|---|---|
| Line Item | Related Party Category/Name | 2021 | 2020 |
| Other non-current assets |
Subsidiaries of investors with significant influence over the Company |
||
| LHPDC | \$ 1,692 |
\$ 1,692 |
j. Payables to related parties
| December 31 | |||
|---|---|---|---|
| Line Item | Related Party Category/Name | 2021 | 2020 |
| Trade payables | Subsidiaries Associates of investors with significant influence over the Company |
\$ 122,254 1,185 |
\$ 27,014 1,533 |
| \$ 123,439 |
\$ 28,547 |
k. Guarantee deposits received
| December 31 | |||
|---|---|---|---|
| Line Item | Related Party Category/Name | 2021 | 2020 |
| Guarantee deposits received |
Associates of investors with significant influence over the Company AUECC |
\$ 3,315 |
\$ 3,315 |
Transactions with related parties were made at prices and terms comparable to those that would be obtained in similar transactions with non-related parties.
l. Remuneration of key management personnel
The remuneration of directors and key executives was as follows:
| For the Year Ended December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| Short-term employee benefits | \$ 41,935 |
\$ 32,770 |
| Post-employment benefits | 463 | 446 |
| Share-based payments | 3,808 | 4,970 |
| \$ 46,206 |
\$ 38,186 |
The remuneration of directors and key executives, as determined by the remuneration committee, was based on the performance of individuals and market trends.
28. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, significant commitments and contingencies of the Company as of December 31, 2021 and 2020 were as follows:
- a. As of December 31, 2021 and 2020, unused letters of credit for purchases of raw materials and machinery and equipment amounted to approximately \$114,930 thousand and \$133,006 thousand, respectively.
- b. Unrecognized commitments were as follows:
| December 31 | ||
|---|---|---|
| 2021 | 2020 | |
| Acquisition of raw materials, supplies and repair parts | \$ 769,788 |
\$ 483,329 |
| Acquisition of property, plant and equipment | \$ 78,069 |
\$ 36,644 |
- c. As of December 31, 2020, the Company provided financial guarantee for subsidiaries to purchase raw materials or to obtain bank loan facilities. The amount of financial guarantee was as follows:
- 1) Taizhou Union Plastics US\$50,000 thousand.
- 2) Nanchong Unicizer RMB723,000 thousand.
- 3) UPC Chemicals (Malaysia) US\$50,000 thousand.
- 4) Panjin Union Materials RMB286,000 thousand.
- 5) Panjin Union Chemical RMB895,000 thousand.
- 6) Union Hong Kong US\$15,000 thousand and EUR7,281 thousand.
29. SIGNIFICANT LOSSES FROM DISASTERS
On January 29, 2021, a fire damaged the Company's production line of specialty plasticizers (specialty chemicals) in the Linyuan Plant. However, with the coverage of commercial fire comprehensive insurance and business interruption insurance. Therefore, the losses may be fully or partially offset, depending on the actual loss and insurance claim amounts. The insurance payment will be made after the insurance company finishes the assessment.
30. OTHER ITEMS
Due to the outbreak of the COVID-19 pandemic, the global economy and financial industry are still facing significant uncertainties. As of the date the financial statements were authorized for issue, the Company 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 Company is continuously observing and assessing the impact of the pandemic on the aforementioned aspects.
31. SIGNIFICANT FINANCIAL ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The Company's significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between the foreign currencies and the respective functional currencies were as follows:
December 31, 2021
| Foreign Currency (In Thousands) |
Exchange Rate | Carrying Amount (In Thousands) |
|
|---|---|---|---|
| Financial assets | |||
| Monetary items USD |
\$ 16,692 |
27.68 (USD:NTD) | \$ 462,035 |
| Non-monetary items Investments accounted for using the equity method USD |
\$ 955,063 |
27.68 (USD:NTD) | \$ 26,436,205 |
| Financial liabilities | |||
| Monetary items USD |
\$ 23,999 |
27.68 (USD:NTD) | \$ 664,292 |
December 31, 2020
| Foreign Currency (In Thousands) |
Exchange Rate | Carrying Amount (In Thousands) |
|
|---|---|---|---|
| Financial assets | |||
| Monetary items USD |
\$ 7,758 |
28.480 (USD:NTD) | \$ 220,948 |
| Non-monetary items Investments accounted for using the equity method USD |
\$ 855,799 |
28.480 (USD:NTD) | \$ 24,373,154 |
| Financial liabilities | |||
| Monetary items USD |
\$ 8,495 |
28.480 (USD:NTD) | \$ 241,938 |
The significant realized and unrealized foreign exchange gains (losses) were as follows:
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Foreign Currency | Exchange Rate (Foreign Currency: Functional Currency) |
Net Foreign Exchange Gains (Losses) |
Exchange Rate (Foreign Currency: Functional Currency) |
Net Foreign Exchange Gains (Losses) |
| USD | 27.680 (USD:NTD) |
\$ (1,435) |
28.480 (USD:NTD) | \$ 1,706 |
32. 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) Total purchases from or sales to related parties amounting to at least NT\$100 million or 20% of the paid-in capital (Table 5)
- 6) Receivables from related parties amounting to at least NT\$100 million or 20% of the paid-in capital (Table 6)
- 7) Trading in derivative instruments (None)
-
8) Information on investees (Table 7)
-
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 8)
- 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 9)
- b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the year (Table 9)
- 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 28 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)
- g) 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 10)
FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Nature of | Collateral | Financing Limit | Financing | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. (Note 1) |
Financing Company |
Counter-Party | Financial Statement Account |
Related Party |
Maximum Balance for the Period |
Ending Balance | Actual Amount Drawn |
Interest Rate | Financing (Note 2) |
Transaction Amount |
Reasons for Financing |
Allowance for Impairment Loss |
Item | Value | for Each Borrowing Company |
Company's Total Financing Amount Limits |
||
| 1 | Zhenjiang Union Chemical |
ZhenJiang Union Torch Estate |
Receivable from related parties |
Yes | \$ 1,345,865 (RMB 310,000 thousand) |
\$ | 824,885 (RMB 190,000 thousand) |
\$ | 651,876 (RMB 150,150 thousand) |
0%-1.51% | 2 | \$ | - Operating capital | \$ - |
- | \$ - |
\$ 2,365,049 (RMB 544,753 thousand) |
\$ 4,730,099 (RMB 1,089,508 thousand) |
| Panjin Union Logistics Receivable from | related parties | Yes | 238,783 (RMB 55,000 thousand) |
(RMB | 238,783 55,000 thousand) |
(RMB | 238,783 55,000 thousand) |
0%-1.51% | 2 | - Operating capital, equipment purchase and construction |
- | - | - | (Note 3) 2,365,049 (RMB 544,753 thousand) (Note 3) |
(Note 4) 4,730,099 (RMB 1,089,508 thousand) (Note 4) |
|||
| Panjin Union Chemical Receivable from | related parties | Yes | 1,085,375 (RMB 250,000 thousand) |
1,085,375 (RMB 250,000 thousand) |
955,130 (RMB 220,000 thousand) |
0%-1.51% | 2 | payment - Operating capital, equipment purchase and construction |
- | - | - | 2,365,049 (RMB 544,753 thousand) (Note 3) |
4,730,099 (RMB 1,089,508 thousand) (Note 4) |
|||||
| Nanchong Unicizers | Receivable from related parties |
Yes | 390,735 (RMB 90,000 thousand) |
(RMB | 390,735 90,000 thousand) |
(RMB | 260,490 60,000 thousand) |
0%-1.51% | 2 | payment - Operating capital, equipment purchase and construction |
- | - | - | 2,365,049 (RMB 544,753 thousand) (Note 3) |
4,730,099 (RMB 1,089,508 thousand) (Note 4) |
|||
| Panjin Union Materials Receivable from | related parties | Yes | 477,565 (RMB 110,000 thousand) |
477,565 (RMB 110,000 thousand) |
(RMB | 260,490 60,000 thousand) |
0%-1.51% | 2 | payment - Operating capital |
- | - | - | 2,365,049 (RMB 544,753 thousand) (Note 3) |
4,730,099 (RMB 1,089,508 thousand) (Note 4) |
||||
| Jiangsu Union Logistics Receivable from | related parties | Yes | 86,830 (RMB 20,000 thousand) |
- | - | - | 2 | - Operating capital | - | - | - | 2,365,049 (RMB 544,753 thousand) (Note 3) |
4,730,099 (RMB 1,089,508 thousand) (Note 4) |
|||||
| Taizhou Union Chemica Receivable from | related parties | Yes | 130,245 (RMB 30,000 thousand) |
(RMB | 130,245 30,000 thousand) |
- | 0%-1.51% | 2 | - Operating capital | - | - | - | 2,365,049 (RMB 544,753 thousand) (Note 3) |
4,730,099 (RMB 1,089,508 thousand) (Note 4) |
||||
| 2 | Glory Ace | Union Hong Kong | Receivable from related parties |
Yes | 525,920 (US\$ 19,000 thousand) |
(US\$ | 525,920 19,000 thousand) |
(US\$ | 525,920 19,000 thousand) |
- | 2 | - Operating capital | - | - | - | 540,785 (US\$ 19,537 thousand) (Note 5) |
540,785 (US\$ 19,537 thousand) (Note 6) |
|
| 3 | CHL | UPC Chemicals (Malaysia) |
Receivable from related parties |
Yes | 456,720 (US\$ 16,500 thousand) |
(US\$ | 456,720 16,500 thousand) |
(US\$ | 346,000 12,500 thousand) |
- | 2 | - Operating capital | - | - | - | 13,105,257 (US\$ 473,456 thousand) |
26,210,514 (US\$ 946,912 thousand) |
|
| UPCM Trading (Thailand) |
Receivable from related parties |
Yes | 83,040 (US\$ 3,000 thousand) |
(US\$ | 83,040 3,000 thousand) |
(US\$ | 41,520 1,500 thousand) |
- | 2 | - Operating capital | - | - | - | (Note 7) 13,105,257 (US\$ 473,456 thousand) (Note 7) |
(Note 8) 26,210,514 (US\$ 946,912 thousand) (Note 8) |
|||
| Union Hong Kong | Receivable from related parties |
Yes | 276,800 (US\$ 10,000 thousand) |
(US\$ | 276,800 10,000 thousand) |
(US\$ | 196,528 7,100 thousand) |
- | Operating capital | 13,105,257 (US\$ 473,456 thousand) (Note 7) |
26,210,514 (US\$ 946,912 thousand) (Note 8) |
|||||||
| 4 | Guangdong Union Logistics |
Zhuhai Unicizers | Receivable from related parties |
Yes | 130,245 (RMB 30,000 thousand) |
(RMB | 130,245 30,000 thousand) |
(RMB | 111,577 25,700 thousand) |
0%-1.51% | 2 | - Operating capital | - | - | - | 179,787 (RMB 41,411 thousand) (Note 9) |
179,787 (RMB 41,411 thousand) (Note 10) |
|
| Zhongshan Unicizers | Receivable from related parties |
Yes | 43,415 (RMB 10,000 thousand) |
- | - | - | 2 | - Operating capital | - | - | - | 179,787 (RMB 41,411 thousand) (Note 9) |
179,787 (RMB 41,411 thousand) (Note 10) |
| Collateral | Financing Limit | Financing | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 Reasons for Amount Financing |
Allowance for Impairment Loss |
Item | Value | for Each Borrowing Company |
Company's Total Financing Amount Limits |
| 5 | Jiangsu Union Logistics |
ZhengJiang Union Chemical |
Receivable from related parties |
Yes | \$ 225,758 (RMB 52,000 thousand) |
\$ 186,685 (RMB 43,000 thousand) |
\$ 186,685 (RMB 43,000 thousand) |
0%-1.51% | 2 | \$ - Operating capital, |
\$ - |
- | \$ - |
\$ 226,610 (RMB 52,104 thousand) (Note 11) |
\$ 226,610 (RMB 52,104 thousand) (Note 12) |
| 6 | Taizhou Union Plastics |
Nanchong Unicizers | Receivable from related parties |
Yes | 1,432,695 (RMB 330,000 thousand) |
1,215,620 (RMB 280,000 thousand) |
955,130 (RMB 220,000 thousand) |
0%-1.51% | 2 | - Operating capital, equipment purchase and construction payment |
- | - | - | 2,935,833 (RMB 676,226 thousand) (Note 13) |
5,871,667 (RMB 1,352,451 thousand) (Note 14) |
| Panjin Union Logistics Receivable from | related parties | Yes | 303,905 (RMB 70,000 thousand) |
260,490 (RMB 60,000 thousand) |
217,075 (RMB 50,000 thousand) |
0%-1.51% | 2 | - Operating capital, equipment purchase and construction |
- | - | - | 2,935,833 (RMB 676,226 thousand) (Note 13) |
5,871,667 (RMB 1,352,451 thousand) (Note 14) |
||
| Panjin Union Materials Receivable from | related parties | Yes | 1,324,158 (RMB 305,000 thousand) |
1,063,668 (RMB 245,000 thousand) |
885,666 (RMB 204,000 thousand) |
0%-1.51% | 2 | payment - Operating capital, equipment purchase and construction |
- | - | - | 2,935,833 (RMB 676,226 thousand) (Note 13) |
5,871,667 (RMB 1,352,451 thousand) (Note 14) |
||
| Panjin Union Chemical Receivable from | related parties | Yes | 1,606,355 (RMB 370,000 thousand) |
1,302,450 (RMB 300,000 thousand) |
1,128,790 (RMB 260,000 thousand) |
0%-1.51% | 2 | payment - Operating capital, equipment purchase and construction |
- | - | - | 2,935,833 (RMB 676,226 thousand) (Note 13) |
5,871,667 (RMB 1,352,451 thousand) (Note 14) |
||
| Taizhou Union Logistics Receivable from | related parties | Yes | 260,490 (RMB 60,000 thousand) |
260,490 (RMB 60,000 thousand) |
143,270 (RMB 33,000 thousand) |
0%-1.51% | 2 | payment - Operating capital |
- | - | - | 2,935,833 (RMB 676,226 thousand) (Note 13) |
5,871,667 (RMB 1,352,451 thousand) (Note 14) |
||
| ZhenJiang Union Chemical |
Receivable from related parties |
Yes | 347,320 (RMB 80,000 thousand) |
130,245 (RMB 30,000 thousand) |
- | 0%-1.51% | 2 | - Operating capital | - | - | - | 2,935,833 (RMB 676,226 thousand) (Note 13) |
5,871,667 (RMB 1,352,451 thousand) (Note 14) |
||
| Taizhou Union Chemical Receivable from | related parties | Yes | 347,320 (RMB 80,000 thousand) |
347,320 (RMB 80,000 thousand) |
- | 0%-1.51% | 2 | - Operating capital | - | - | - | 2,935,833 (RMB 676,226 thousand) (Note 13) |
5,871,667 (RMB 1,352,451 thousand) (Note 14) |
||
| 7 | Sichung Logistics Nanchong Unicizers | Receivable from related parties |
Yes | 151,953 (RMB 35,000 thousand) |
151,953 (RMB 35,000 thousand) |
136,757 (RMB 31,500 thousand) |
0%-1.51% | 2 | - Operating capital, equipment purchase and construction payment |
- | - | - | 152,057 (RMB 35,024 thousand) (Note 15) |
152,057 (RMB 35,024 thousand) (Note 16) |
|
| 8 | Zhongshan Unicizers |
Zhuhai Unicizers | Receivable from related parties |
Yes | 390,735 (RMB 90,000 thousand) |
260,490 (RMB 60,000 thousand) |
86,830 (RMB 20,000 thousand) |
0%-1.51% | 2 | - Operating capital | - | - | - | 3,571,103 (RMB 822,551 thousand) (Note 17) |
7,142,207 (RMB 1,645,101 thousand) (Note 18) |
| Zhongshan Unicizers |
Panjin Union Chemical Receivable from | related parties | Yes | 217,075 (RMB 50,000 thousand) |
1.51% | 2 | - Operating capital | - | - | - | 3,571,103 (RMB 822,551 thousand) (Note 17) |
7,142,207 (RMB 1,645,101 thousand) (Note 18) |
|||
| 9 | Zhuhai Unicizers Zhongshang Unicizers | Receivable from related parties |
Yes | 260,490 (RMB 60,000 thousand) |
260,490 (RMB 60,000 thousand) |
- | 0%-1.51% | 2 | - Operating capital | - | - | - | 1,499,676 (RMB 345,428 thousand) (Note 19) |
2,999,352 (RMB 690,856 thousand) (Note 20) |
|
| 10 | Panjin Union Logistics |
Panjin Union Chemical Receivable from | related parties | Yes | 43,415 (RMB 10,000 thousand) |
- | - | - | 2 | - Operating capital | - | - | - | 494,303 (RMB 113,856 thousand) (Note 21) |
988,606 (RMB 227,711 thousand) (Note 22) |
| Collateral | Financing Limit | Financing | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 Reasons for Amount Financing |
Allowance for Impairment Loss |
Item | Value | for Each Borrowing Company |
Company's Total Financing Amount Limits |
|
| 11 | Panjin Union Materials |
Panjin Union Chemical Receivable from | related parties | Yes | \$ (RMB 120,000 |
520,980 thousand) |
\$ 477,565 (RMB 110,000 thousand) |
\$ 386,394 (RMB 89,000 thousand) |
0%-1.51% | 2 | \$ - Operating capital |
\$ - |
- | \$ - |
\$ 528,883 (RMB 121,821 thousand) (Note 23) |
\$ 1,057,767 (RMB 243,641 thousand) (Note 24) |
| 12 | Panjin Union Chemical |
Panjin Union Materials Receivable from Panjin Union Logistics Receivable from |
related parties related parties |
Yes Yes |
(RMB (RMB |
43,415 10,000 thousand) 86,830 20,000 thousand) |
- 86,830 (RMB 20,000 thousand) |
32,127 (RMB 7,400 thousand) |
- - 0%-1.51% |
2 2 |
- Operating capital Operating capital |
- | - | - | 705,103 (RMB 162,410 thousand) (Note 25) 705,103 (RMB 162,410 thousand) (Note 25) |
1,410,207 (RMB 324,820 thousand) (Note 26) 1,410,207 (RMB 324,820 thousand) (Note 26) |
| 13 | Taizhou Union Chemical |
Taizhou Union Logistics Receivable from | related parties | Yes | (RMB | 130,245 30,000 thousand) |
130,245 (RMB 30,000 thousand) |
0%-1.51% | 2 | Operating capital - |
- | - | - | 1,120,283 (RMB 258,041 thousand) (Note 27) |
2,240,066 (RMB 516,081 thousand) (Note 28) |
|
| Panjin Union Chemical Receivable from | related parties | Yes | (RMB | 260,490 60,000 thousand) |
260,490 (RMB 60,000 thousand) |
0%-1.51% | 2 | Operating capital - |
- | - | - | 1,120,083 (RMB 258,041 thousand) (Note 27) |
2,240,566 (RMB 516,081 thousand) (Note 28) |
|||
| Taizhou Union Plastics Receivable from | related parties | Yes | (RMB 120,000 | 520,980 thousand) |
520,980 (RMB 120,000 thousand) |
0%-1.51% | 2 | Operating capital - |
- | - | - | 1,120,083 (RMB 258,041 thousand) (Note 27) |
2,240,566 (RMB 516,081 thousand) (Note 28) |
|||
| Nanchong Unicizers | Receivable from related parties |
Yes | (RMB | 130,245 30,000 thousand) |
130,245 (RMB 30,000 thousand) |
86,830 (RMB 20,000 thousand) |
0%-1.51% | 2 | Operating capital - |
- | - | - | 1,120,083 (RMB 258,041 thousand) |
2,240,566 (RMB 516,081 thousand) |
||
| Zhuhai Unicizers | Receivable from related parties |
Yes | (RMB | 130,245 30,000 thousand) |
130,245 (RMB 30,000 thousand) |
130,245 (RMB 30,000 thousand) |
0%-1.51% | 2 | Operating capital - |
- | - | - | (Note 27) 1,120,083 (RMB 258,041 thousand) |
(Note 28) 2,240,566 (RMB 516,081 thousand) |
||
| Panjin Union Materials Receivable from | related parties | Yes | (RMB | 86,830 20,000 thousand) |
86,830 (RMB 20,000 thousand) |
- | 2 | Operating capital - |
- | - | - | (Note 27) 1,120,083 (RMB 258,041 thousand) (Note 27) |
(Note 28) 2,240,566 (RMB 516,081 thousand) (Note 28) |
|||
| Zhenjiang Union Chemical |
Receivable from related parties |
Yes | (RMB | 130,245 30,000 thousand) |
130,245 (RMB 30,000 thousand) |
0%-1.51% | 2 | Operating capital - |
- | - | - | 1,120,083 (RMB 258,041 thousand) (Note 27) |
2,240,566 (RMB 516,081 thousand) (Note 28) |
|||
| \$ | 14,223,712 | 12,013,889 | \$ 7,964,113 |
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 Unicizerss. 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.
- 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.
(Concluded)
TABLE 2
UPC TECHNOLOGY CORP.
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Guaranteed Party | Limits on | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. (Note 1) |
Endorsement/ Guarantee Provider |
Name | Nature of Relationship (Note 2) |
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 |
| 0 | The Company | Taizhou Union Plastics | c | \$ 14,589,311 (Note 3) |
\$ 1,384,000 (US\$ 50,000 |
\$ 1,384,000 (US\$ 50,000 |
\$ 278,492 (US\$ 10,061 |
\$ - |
4.74% | \$ 43,767,932 (Note 3) |
Y | N | Y |
| Nanchong Unicizers | c | thousand) 3,364,663 (RMB 775,000 |
thousand) 3,138,905 (RMB 723,000 |
thousand) 218,812 (RMB 50,400 |
- | 10.76% | Y | N | Y | ||||
| UPC Chemicals (Malaysia) |
c | thousand) 3,487,680 (US\$ 126,000 |
thousand) 1,384,000 (US\$ 50,000 |
thousand) 597 (MYR 90 |
- | 4.74% | Y | N | N | ||||
| Panjin Union Materials | c | thousand) 1,243,840 (RMB 286,500 |
thousand) 1,243,840 (RMB 286,500 |
thousand) 14,289 (RMB 3,291 |
- | 4.26% | Y | N | Y | ||||
| Panjin Union Chemical | c | thousand) 4,319,793 (RMB 995,000 |
thousand) 3,885,643 (RMB 895,000 |
thousand) 553,314 (RMB 127,448 |
- | 13.32% | Y | N | Y | ||||
| Union Hong Kong | c | thousand) 643,235 (US\$ 15,000 thousand) (EUR 7,281 thousand) |
thousand) 643,235 (US\$ 15,000 thousand) (EUR 7,281 thousand) |
thousand) 430,611 (US\$ 7,318 thousand) (EUR 7,281 thousand) |
- | 2.20% | Y | N | N | ||||
| 1 | Zhongshan Unicizers | Nanchong Unicizers | c | 3,571,104 (Note 3) |
217,075 (RMB 50,000 thousand) |
- | - | - | - | 10,713,310 (Note 3) |
Y | N | Y |
| 2 | Zhenjiang Union Chemical | Jiangsu Union Logistics | c | 2,365,049 (Note 3) |
6,512 (RMB 1,500 thousand) |
6,512 (RMB 1,500 thousand) |
2,600 (RMB 599 thousand) |
- | 0.14% | 7,095,148 (Note 3) |
N | N | Y |
| 3 | Panjain Union Materials | Panjin Union Chemical | c | 528,883 (Note 3) |
52,358 (RMB 12,060 thousand) |
52,358 (RMB 12,060 thousand) |
- | - | 4.95% | 1,586,650 (Note 3) |
N | N | Y |
- 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)
TABLE 3
UPC TECHNOLOGY CORP.
MARKETABLE SECURITIES HELD
DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| December 31, 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Holding Company Name | Type and Name of Marketable Securities (Note 1) |
Relationship with the Company (Note 2) |
Financial Statement Account | Shares/Units (In Thousands) |
Carrying Amount (Note 3) |
Percentage of Ownership (%) |
Fair Value | Note |
| The Company | Domestic listed shares Lien Hwa Industrial Holdings Corp. |
With the same chairman | Financial assets at FVTOCI - noncurrent |
136,440 | \$ 8,445,617 |
9.68 | \$ 8,445,617 |
|
| MiTAC Holdings Corporation | 〃 | 〃 | 99,803 | 3,513,051 | 8.27 | 3,513,051 | ||
| Domestic unlisted shares | ||||||||
| Lienhwa United LPG | The Company is its director | 〃 | 4,923 | 59,073 | 17.29 | 59,037 | ||
| Harbinger Venture Capital Corp. | With the same chairman | 〃 | 7 | 56 | 3.35 | 56 | ||
| Harbinger VI Venture Capital Corp. | 〃 | 3,214 | 34,517 | 13.28 | 34,517 | |||
| UVC | Domestic listed shares and emerging market shares | |||||||
| U.D. ELECTRONIC CORP. ACTi Corporation |
〃 | 19 517 |
920 2,370 |
0.03 1.46 |
920 2,370 |
|||
| Visco Vision Inc. | 〃 〃 |
133 | 28,917 | 0.24 | 28,917 | |||
| Domestic unlisted shares | ||||||||
| Harbinger III Venture Capital Corp. | 〃 | 15 | 312 | 15.00 | 312 | |||
| Harbinger VI Venture Capital Corp. | 〃 | 739 | 7,940 | 3.05 | 7,940 | |||
| Harbinger VII Venture Capital Corp. | With the same chairman | 〃 | 8,284 | 112,826 | 9.33 | 112,826 | ||
| Harbinger VIII Venture Capital Corp. | 〃 | 8,213 | 80,811 | 8.45 | 80,811 | |||
| Taiwan Mobile Communication INC. | 〃 | 447 | 2,390 | 1.10 | 2,390 | |||
| Mercury Electronic | 〃 | 306 | 2,959 | 1.24 | 2,959 | |||
| Mutual funds | ||||||||
| Capital Money Market Fund | Financial assets at FVTPL - current |
1,575 | 25,665 | - | 25,665 | |||
| Inno Strategy | Foreign listed shares | |||||||
| Turning Point Therapeutics, Inc. | Financial assets at FVTOCI - noncurrent |
37 | 49,135 | - | 49,135 | |||
| WCI | Domestic unlisted shares | |||||||
| Lien Yung Investment Corporation | Financial assets at FVTOCI - noncurrent |
9,217 | 159,457 | 19.99 | 159,457 | |||
| Tong Da Investment Corporation | 〃 | 4,848 | 167,745 | 19.99 | 167,745 | |||
| December 31, 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Holding Company Name | Type and Name of Marketable Securities (Note 1) |
Relationship with the Company (Note 2) |
Financial Statement Account | Shares/Units (In Thousands) |
Carrying Amount (Note 3) |
Percentage of Ownership (%) |
Fair Value | Note |
| TUI | 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 |
With the same chairman With the same chairman 〃 |
Financial assets at FVTOCI - current 〃 〃 〃 Financial assets at FVTOCI - noncurrent 〃 |
2,006 11,811 8,433 4,950 863 851 |
\$ 111,733 432,874 291,372 327,690 16,741 54,633 |
0.34 1.99 2.23 0.30 19.99 0.22 |
\$ 111,733 432,874 291,372 327,690 16,741 54,633 |
|
| CHL | Foreign unlisted shares Budworth |
〃 | 30 | 8 | 3.33 | 8 |
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 7 and Table 8 for the information of investments in subsidiaries and associates.
(Concluded)
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, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Beginning Balance | Acquisition | Disposal | Share of Profit | Change in | Ending Balance | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Name | Type And Name of Marketable Securities |
Financial Statement Account |
Counterparty | Nature of Relationship |
Shares/Units (In Thousands) |
Amount | Shares/Units (Note) |
Amount | Shares/Units (In Thousands) |
Amount | Carrying Amount |
Gain (Loss) on Disposal |
and Loss of Investment |
Evaluation of Profit and Loss |
Shares/Units (In Thousands) |
Amount |
| TUI | Shares Taita Chemical Company, Limited Asia Polymer Corporation |
Financial assets at FVTOCI - current 〃 |
Open market Open market |
No No |
15,167 21,979 |
\$ 590,742 472,558 |
767 232 |
\$ - - |
7,501 10,400 |
\$ 320,448 371,799 |
99,574 155,915 |
\$ 220,874 215,884 |
\$ - - |
\$ (199,796) 116,231 |
8,433 11,811 |
\$ 291,372 432,874 |
Note: The acquisition shares were share dividends received
TABLE 5
UPC TECHNOLOGY CORP.
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, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Transaction Details | Abnormal Transaction | Notes/Accounts Receivable (Payable) |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Buyer/Seller | Related Party | Relationship | Purchase/ Sale |
Amount | % of Total | Payment Terms | Unit Price | Payment Terms Ending Balance | % of Total | Note | |
| The Company | Zhenjiang Union Chemical | Entity that the Company directly or indirectly invests in |
Sale | \$ (355,603) | (6.25) | 45 days, may be adjusted depending on the situation |
\$ 19,449 |
2.92 | |||
| Zhuhai Unicizers | 〃 | Sale | (570,571) | (10.03) | 45 days, may be adjusted depending on the situation |
79,182 | 11.89 | ||||
| Panjin Union Chemical | 〃 | Sale | (209,345) | (3.68) | 45 days, may be adjusted depending on the situation |
58,468 | 8.78 | ||||
| Zhongshan Unicizers | The Company | 〃 | Sale | (193,594) | (3.15) | 45 days, may be adjusted depending on the situation |
17,228 | 5.00 | |||
| Taizhou Union Chemical | Zhenjiang Union Chemical | 〃 | Sale | (232,688) | (2.04) | 30 days, may be adjusted depending on the situation |
30,368 | 3.14 | |||
| Zhuhai Unicizers | 〃 | Sale | (138,493) | (1.21) | 30 days, may be adjusted depending on the situation |
41,134 | 4.26 | ||||
| Taizhou Union Plastics | 〃 | Sale | (221,260) | (1.94) | 30 days, may be adjusted depending on the situation |
- | - | ||||
| Panjin Union Chemical | 〃 | Sale | (603,398) | (5.29) | 30 days, may be adjusted depending on the situation |
19,162 | 1.98 | ||||
| Nanchong Unicizers | 〃 | Sale | (135,772) | (1.19) | 30 days, may be adjusted depending on the situation |
16,621 | 1.72 | ||||
| Zhuhai Unicizers | The Company | 〃 | Sale | (608,351) | (3.72) | 45 days, may be adjusted depending on the situation |
29,516 | 2.26 | |||
| Zhongshan Unicizers | 〃 | Sale | (1,196,169) | (7.31) | 30 days, may be adjusted depending on the situation |
54 | - | ||||
| Taizhou Union Chemical | 〃 | Sale | (206,346) | (1.26) | 30 days, may be adjusted depending on the situation |
- | - | ||||
| Panjin Union Chemical | 〃 | Sale | (210,718) | (1.29) | 30 days, may be adjusted depending on the situation |
- | - | ||||
| UPCM Chemicals (Thailand) | 〃 | Sale | (109,748) | (0.67) | 45 days, may be adjusted depending on the situation |
- | - | ||||
| Zhenjiang Union Chemical | The Company | 〃 | Sale | (876,472) | (4.45) | 45 days, may be adjusted depending on the situation |
27,593 | 2.36 | |||
| Panjin Union Chemical | 〃 | Sale | (107,457) | (0.55) | 30 days, may be adjusted depending on the situation |
121,279 | 10.38 | ||||
| Panjin Union Chemical | The Company | 〃 | Sale | (378,255) | (3.41) | 45 days, may be adjusted depending on the situation |
- | - | |||
| Zhenjiang Union Chemical | 〃 | Sale | (2,862,550) | (25.84) | 30 days, may be adjusted depending on the situation |
3,542 | 0.50 | ||||
| Taizhou Union Chemical | 〃 | Sale | (196,110) | (1.77) | 30 days, may be adjusted depending on the situation |
- | - | ||||
| Zhuhai Unicizers | 〃 | Sale | (1,718,191) | (15.51) | 30 days, may be adjusted depending on the situation |
80,264 | 11.24 |
| Buyer/Seller Related Party |
Transaction Details | Abnormal Transaction | Notes/Accounts Receivable (Payable) |
Note | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Relationship | Purchase/ Sale |
Amount | % of Total | Payment Terms | Unit Price | Payment Terms Ending Balance | % of Total | ||||
| Nanchong Unicizers | Zhenjiang Union Chemical | Entity that the Company directly or indirectly invests in |
Sale | \$ (1,263,420) | (22.96) | 30 days, may be adjusted depending on the situation |
\$ 140,292 | 17.32 | |||
| Zhuhai Unicizers | 〃 | Sale | (149,740) | (2.72) | 30 days, may be adjusted depending on the situation |
3,038 | 0.37 | ||||
| UPC Chemicals (Malaysia) | The Company | 〃 | Sale | (163,020) | (3.11) | 45 days, may be adjusted depending on the situation |
47,918 | 6.78 | |||
| Zhenjiang Union Chemical | 〃 | Sale | (180,476) | (3.44) | 45 days, may be adjusted depending | - | 0.00 | ||||
| Taizhou Union Chemical | 〃 | Sale | (103,499) | (1.97) | on the situation 45 days, may be adjusted depending on the situation |
14,734 | 2.08 | ||||
| UPCM Chemicals (Thailand) | 〃 | Sale | (305,615) | (5.83) | 90 days, may be adjusted depending on the situation |
108,563 | 15.36 | ||||
| UPCM Chemicals (Vietnam) | 〃 | Sale | (443,573) | (8.46) | 90 days, may be adjusted depending on the situation |
140,176 | 19.83 | ||||
| Union Hong Kong | Zhongshan Unicizers | 〃 | Sale | (196,696) | (1.61) | 120 days, may be adjusted depending on the situation |
58,333 | 4.59 | |||
| Zhenjiang Union Chemical | 〃 | Sale | (165,908) | (1.36) | 120 days, may be adjusted depending on the situation |
20,120 | 1.58 | ||||
| Taizhou Union Chemical | 〃 | Sale | (8,133,547) | (66.44) | 120 days, may be adjusted depending on the situation |
617,967 | 48.67 | ||||
| Zhuhai Unicizers | 〃 | Sale | (1,294,716) | (10.58) | 120 days, may be adjusted depending on the situation |
312,291 | 24.59 | ||||
| UPC Chemicals (Malaysia) | 〃 | Sale | (2,328,091) | (19.02) | 120 days, may be adjusted depending on the situation |
220,559 | 17.37 |
(Concluded)
TABLE 6
UPC TECHNOLOGY CORP.
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT\$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Overdue | Amount | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Company Name | Related Party | Relationship | Ending Balance | Turnover Rate |
Amount | Actions Taken | Received in Subsequent Period (Note) |
Allowance for Impairment Loss |
||
| Zhenjiang Union Chemical | Panjin Union Chemical | Entity that the Company directly or indirectly invests in |
Trade receivables | \$ 121,279 |
1.77 | \$ - |
\$ 121,279 |
\$ - |
||
| Nanchong Unicizers | Zhenjiang Union Chemical | 〃 | Trade receivables | 140,292 | 8.66 | - | 140,292 | - | ||
| UPC Chemicals (Malaysia) | UPCM Trading (Thailand) UPCM Trading (Vietnam) |
〃 〃 |
Trade receivables Trade receivables |
108,563 140,176 |
1.58 6.33 |
- - |
108,563 140,176 |
- - |
||
| Union Hong Kong | Taizhou Union Chemical Zhuhai Unicizers UPC Chemicals (Malaysia) |
〃 〃 〃 |
Trade receivables Trade receivables Trade receivables |
617,967 312,291 220,559 |
15.53 4.17 21.11 |
- - - |
617,967 225,433 220,559 |
- - - |
Note: It was the amount received as of March 8, 2022.
TABLE 7
UPC TECHNOLOGY CORP.
INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Original Investment Amount | As of December 31, 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Investor Company | Investee Company | Location | Main Businesses and Products |
December 31, 2021 |
December 31, 2020 |
Number of Shares (In Thousands) |
% | Carrying Amount |
Net Income (Loss) of the Investee |
Share of Profit Note (Loss) |
| The Company | CHL Glory Ace |
Tortola, British Virgin Islands Tortola, British Virgin Islands |
Investment Trading |
\$ 14,356,683 128,451 |
\$ 14,078,785 128,451 |
\$ 471,304 605 |
100.00 100.00 |
\$ 25,895,473 549,732 |
\$ 2,044,800 (53) |
\$ 2,044,800 Subsidiary (53) |
| UVC | Tiding Blvd., Taipei City | Investment | 250,013 | 250,013 | 22,701 | 100.00 | 348,054 | 58 | 〃 58 〃 |
|
| WCI | Nangang Rd., Taipei City | 〃 | 160,000 | 160,000 | 160,000 | 100.00 | 361,651 | 20,265 | 20,265 〃 |
|
| TUI | Minsheng E. Rd., Taipei City | 〃 | 453,525 | 453,525 | 78,719 | 100.00 | 1,962,503 | 19,222 | 19,222 〃 |
|
| CHL | Star Bright | Tortola, British Virgin Islands | Investment | 1,348 | 1,348 | 51 | 100.00 | 373,982 | 43,438 | Subsidiary |
| Goldendust | 〃 | 〃 | 2,725,625 | 2,725,625 | 87,208 | 100.00 | 7,640,518 | 662,338 | 〃 | |
| Natural | 〃 | 〃 | 3,278,180 | 3,278,180 | 105,400 | 100.00 | 4,297,560 | 110,269 | 〃 | |
| Magic Props | 〃 | 〃 | 919,533 | 919,533 | 28,140 | 100.00 | 2,092,114 | 156,823 | 〃 | |
| Pure Fantasy | 〃 | 〃 | 217,544 | 217,544 | 6,331 | 100.00 | 516,155 | 77,785 | 〃 | |
| Modern Vantage | 〃 | 〃 | 763,540 | 763,540 | 25,334 | 100.00 | 697,470 | 39,422 | 〃 | |
| Charmon | 〃 | 〃 | 972,950 | 972,950 | 31,637 | 100.00 | 1,264,386 | 139,894 | 〃 | |
| Linkhope | 〃 | 〃 | 88,755 | 88,755 | 3,000 | 100.00 | 242,714 | 16,506 | 〃 | |
| Reachworld | 〃 | 〃 | 87,960 | 87,960 | 3,000 | 100.00 | 182,713 | 2,925 | 〃 | |
| Daywinn | 〃 | 〃 | 711,773 | 711,773 | 23,380 | 100.00 | 1,477,955 | 37,922 | 〃 | |
| Dragonoble | 〃 | 〃 | 1,435,059 | 1,212,783 | 48,670 | 100.00 | 826,626 | (82,527) | 〃 | |
| Pagerise | 〃 | 〃 | 965,857 | 965,857 | 32,000 | 100.00 | 993,918 | 5,315 | 〃 | |
| Greaterise | 〃 | 〃 | 1,297,157 | 1,241,535 | 42,000 | 100.00 | 1,421,383 | 307,543 | 〃 | |
| Granfaith | 〃 | 〃 | 922,434 | 922,434 | 30,351 | 100.00 | 457,270 | (101,835) | 〃 | |
| Faithouse | 〃 | 〃 | 150,500 | 150,500 | 5,000 | 100.00 | 155,833 | 3,470 | 〃 | |
| Prestige Spring | 〃 | 〃 | 1,251,836 | 1,251,836 | 39,234 | 100.00 | 1,680,833 | 515,274 | 〃 | |
| Union Hong Kong | Tsimshatsui Kowloon, Hong Kong |
Trading | 913,293 | 913,293 | 232,409 | 100.00 | 969,893 | 111,112 | 〃 | |
| Harbinger Ruyi | Tortola, British Virgin Islands | Investment | 30,465 | 30,465 | 1,000 | 28.57 | 18,441 | 42 | Subsidiary's investee company under the equity |
|
| method |
| Original Investment Amount | As of December 31, 2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor Company | Investee Company | Location | Main Businesses and Products |
December 31, 2021 |
December 31, 2020 |
Number of Shares (In Thousands) |
% | Carrying Amount |
Net Income (Loss) of the Investee |
Share of Profit (Loss) |
Note |
| UVC | Inno Strategy | Tortola, British Virgin Islands | Investment | \$ 3,075 |
\$ 56,202 |
93 | 100.00 | \$ 60,160 |
\$ (75) |
Subsidiary | |
| Star Bright | Logical Path Ltd. | Tsimshatsui Kowloon, Hong Kong |
Investment | 37 | 37 | 10 | 100.00 | 373,974 | 43,438 | Subsidiary | |
| Prestige Spring | UPC Chemicals (Malaysia) |
Selangor, Malaysia | Manufacturing and selling of DEHP and PA |
1,251,836 | 1,251,836 | 163,427 | 100.00 | 1,680,833 | 515,274 | Subsidiary | |
| UPC Chemicals (Malaysia) |
UPCM Trading (Thailand) |
Bangkok, Thailand | Trading | 28,905 | 28,905 | 30,000 | 100.00 | 16,201 | (19) | Subsidiary | |
| UPCM Trading (Vietnam) |
Ho Chi Minh City Vietnam | Trading | 17,867 | 17,867 | (Note 2) | 100.00 | 31,788 | 11,692 | Subsidiary |
Note 1: Please refer to Table 8 for information of investees of Mainland China.
Note 2: Limited company.
(Concluded)
INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investment Flows | Accumulated | Accumulated | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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, 2021 |
Outflow | Inflow | Outflow of Investment from Taiwan as of December 31, 2021 |
Percentage of Ownership (%) |
Net Income (Loss) of the Investee Company |
Share of Profits/Losses (Note 2) |
Carrying Amount as of December 31, 2021 |
Repatriation of Investment Income as of December 31, 2021 |
| Goldendust | Zhongshan Unicizers | Manufacturing and selling of DEHP and PA |
US\$ 96,080 thousand |
b. | \$ 2,139,461 | \$ - |
\$ - |
\$ 2,139,461 | 100 | \$ 536,626 |
\$ 536,626 b.2) |
\$ 6,713,635 | \$ - |
| Zhongshan Unicizers, Logical Path Ltd, Goldendust and Magic Props |
Zhenjiang Union Chemical | Manufacturing and selling of DEHP and PA |
US\$ 77,340 thousand |
b. | 543,823 | - | - | 543,823 | 100 | 375,264 | 375,264 b.2) |
4,556,456 | - |
| Zhongshan Unicizers, Logical Path Ltd, Pure Fantasy and Goldendust |
Zhuhai Unicizers | Manufacturing and selling of DEHP, PA and MA |
US\$ 35,500 thousand |
b. | - | - | - | - | 100 | 438,564 | 438,564 b.2) |
2,815,788 | - |
| Charmon and Zhongshan Unicizers |
Taizhou Union Chemical | Manufacturing and selling of DEHP and PA |
US\$ 63,400 thousand |
b. | 466,785 | - | - | 466,785 | 100 | 280,349 | 280,349 b.2) |
2,520,899 | - |
| Modern Vantage | Taizhou Union Logistics | Warehousing and storage services |
US\$ 23,700 thousand |
b. | 648,157 | - | - | 648,157 | 100 | 39,422 | 39,422 b.2) |
697,470 | - |
| Natural and Daywinn | Taizhou Union Plastics | Manufacturing and selling of PVC |
US\$ 148,780 thousand |
b. | 3,068,081 | - | - | 3,068,081 | 100 | 148,191 | 148,191 b.2) |
5,775,514 | - |
| Linkhope | Jiangsu Union Logistics | Logistics | US\$ 3,000 thousand |
b. | 88,755 | - | - | 88,755 | 100 | 16,506 | 16,506 b.2) |
242,714 | - |
| Reachworld | Guangdong Union Logistics Logistics | US\$ 3,000 thousand |
b. | 87,960 | - | - | 87,960 | 100 | 2,925 | 2,925 b.2) |
182,711 | - | |
| Dragonoble and Zhongshan Unicizers |
Panjin Union Chemical | Manufacturing and selling of DEHP and PA |
US\$ 91,000 thousand |
b. | 1,212,783 | 222,276 | - | 1,435,059 | 100 | (154,314) | (154,314) b.2) |
1,479,134 | - |
| Zhenjiang Union Chemical | ZhenJiang Union Torch Estate |
Real Estate Management | RMB 60,000 thousand |
c. | - | - | - | - | 100 | (3961) | (3961) b.2) |
236,022 | - |
| Pagerise | Panjin Union Logistics | Warehousing and storage services |
US\$ 32,000 thousand |
b. | 965,857 | - | - | 965,857 | 100 | 5315 | 5315 b.2) |
993,918 | - |
| Greaterise | Panjin Union Materials | Manufacturing and selling of MA and related derivatives |
US\$ 42,000 thousand |
b. | 1,241,535 | 55,622 | - | 1,297,157 | 100 | 307,543 | 307,543 b.2) |
1,421,383 | - |
| Granfaith and Zhongshan Unicizers |
Nanchong Unicizers | Manufacturing and selling of DEHP and PA |
US\$ 62,000 thousand |
b. | 922,434 | - | - | 922,434 | 100 | (207,826) | (207,826) b.2) |
940,540 | - |
| Faithouse | Sichung Logistics | Logistics | US\$ 5,000 thousand |
b. | - | - | - | - | 100 | 3,470 | 3,470 b.2) |
155,527 | - |
| Taizhou Union Plastics | Panjin Union Plastics | Manufacturing and selling of VCM |
RMB 4,000 thousand |
c. | - | - | - | - | 100 | 5 | 5 b.2) |
17,370 | - |
| Accumulated Outward Remittance for Investment in Mainland China as of December 31, 2021 |
Investment Amount Authorized by Investment Commission, MOEA |
Upper Limit on Amount of Investment Stipulated by the Investment Commission, MOEA |
|---|---|---|
| \$11,663,529 (Note 3) |
\$13,619,049 (US\$492,017.65 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, 2021:
- 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, 2021 is US\$1=NT\$27.68. 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)
TABLE 9
UPC TECHNOLOGY CORP.
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, 2021 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
1. Sales transactions
| Price and Payment Terms | Sales | Unrealized | Ending Notes/Trade Receivable |
|||||
|---|---|---|---|---|---|---|---|---|
| Investee Company | Activities in the Third Area | Comparison with Normal Transactions | Price | % | Gain on Sale | Balance | % | |
| Zhenjiang Union Chemical | - | The terms of transaction are the same as general business practices | \$ 355,603 |
6.25 | \$ - |
\$ 19,449 |
2.92 | |
| Zhuhai Unicizers | - | 〃 | 570,571 | 10.03 | - | 79,182 | 11.89 | |
| Panjing Union Chemical | - | 〃 | 209,345 | 3.68 | - | 58,468 | 8.78 | |
| 2. | Purchase transactions | |||||||
| Investee Company | Activities in the Third Area | Price and Payment Terms Comparison with Normal Transactions |
Price | Purchases % |
Ending Notes/Trade Payable Balance |
% | ||
| Zhenjiang Union Chemical | - | The terms of transaction are the same as general business practices | \$ 876,472 |
15.02 | \$ 27,593 |
3.90 | ||
| Zhuhai Unicizers | - | 〃 | 608,351 | 10.42 | 29,516 | 4.18 | ||
| Panjing Union Chemical | - | 〃 | 378,255 | 6.48 | - | - | ||
| Zhongshan Unicizers | - | 〃 | 193,594 | 3.32 | 17,228 | 2.44 |
| Panjing Union Chemical | ||
|---|---|---|
| Zhongshan Unicizers | 1 O | |
| UPC Chemicals (Malaysia) | 16 |
- Transactions of endorsements/guarantees (refer to Note 28 and Table 2)
INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2021
| Shares | ||
|---|---|---|
| Name of Major Shareholder | Number of | Percentage of |
| Shares | Ownership (%) | |
| Lien Hwa Industrial Holdings Corp. | 424,880,973 | 31.52 |
| Synnex Technology International Corporation | 68,992,033 | 5.11 |
- 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 1,347,757,607 shares.
Chairman: Miau, Matthew Feng Chiang
