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UPC — Audit Report / Information 2023
Nov 9, 2023
51771_rns_2023-11-09_93a9adc8-c582-4db7-b4dd-34eabe6a5864.pdf
Audit Report / Information
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UPC Technology Corp.
Financial Statements for the Years Ended December 31, 2023 and 2022 and Independent Auditors’ Report
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, 2023 and 2022, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including material accounting policy information.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statements Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the 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, 2023. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter of the Company’s financial statements for the year ended December 31, 2023 is described as follows:
Recognition of Revenue of Subsidiaries Accounted for Using the Equity Method
The share of profit or loss of the Company’s subsidiaries accounted for using the equity method mainly came from the sales of plasticizers. Considering that the recognition of such revenue related to investees had a significant impact on the financial statements, the authenticity of major subsidiary sales revenue from customers with substantial growth and amount was identified as a key audit matter for the current year. In response to the aforementioned key audit matter, we performed audit procedures as follows: We assessed the related internal controls, checked the transaction records and supporting documents to ensure the occurrence of the transactions and confirmed that the recognition of revenue was in compliance with IFRS. For the accounting policies on revenue recognition, please refer to Note 4 (l) of the financial statements.
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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 the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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 6, 2024
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally 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.
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UPC TECHNOLOGY CORP.
BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash (Note 6) Notes receivable (Note 8) Trade receivables (Notes 8 and 27) Other receivables (Note 27) Current tax assets (Note 22) Inventories (Note 9) Other current assets (Note 13) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income (Note 7) Investments accounted for using the equity method (Note 10) Property, plant and equipment (Note 11) Right-of-use assets (Note 12) Deferred income tax assets (Note 22) Other non-current assets (Notes 13 and 27) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Notes payable (Note 16) Trade payables (Notes 16 and 27) Other payables (Note 17) Current tax liabilities (Note 22) Lease liabilities (Notes 12 and 27) Current portion of long-term liabilities (Notes 14 and 15) Other current liabilities (Note 17) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 15) Long-term borrowings (Note 14) Provisions (Note 18) Deferred tax liabilities (Note 22) Lease liabilities (Notes 12 and 27) Net defined benefit liabilities (Note 19) Guarantee deposits received (Note 27) Total non-current liabilities Total liabilities EQUITY (Note 20) Share capital Ordinary shares Capital collected in advance Total share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity TOTAL |
2023 Amount % $ 146,373 1 16,977 - 577,882 1 3,082 - 116 - 1,280,565 3 80,307 - 2,105,302 5 14,774,549 32 27,468,388 59 2,066,005 4 2,163 - 79,550 - 36,113 - 44,426,768 95 $ 46,532,070 100 $ - - 596,385 1 141,178 - - - 1,775 - - - 43,799 - 783,137 1 2,996,364 6 12,220,000 26 14,196 - 218,818 1 424 - 235,821 1 13,779 - 15,699,402 34 16,482,539 35 13,635,771 29 11,726 - 13,647,497 29 1,378,837 3 2,838,651 6 341,773 1 1,660,705 4 4,841,129 11 10,621,009 23 (438,941) (1) 30,049,531 65 $ 46,532,070 100 |
2022 | ||
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| Amount % $ 157,711 1 23,042 - 499,123 1 3,704 - 7,857 - 1,217,916 3 73,027 - 1,982,380 5 10,223,220 24 28,178,718 66 2,099,488 5 11,812 - 79,330 - 53,423 - 40,645,991 95 $ 42,628,371 100 $ 1,000 - 350,897 1 158,330 1 49,791 - 10,570 - 5,995,566 14 49,781 - 6,615,935 16 2,995,345 7 6,430,000 15 12,349 - 217,298 - 1,569 - 235,890 1 13,783 - 9,906,234 23 16,522,169 39 13,547,626 32 4,288 - 13,551,914 32 1,387,955 3 2,838,651 7 341,773 1 2,202,427 5 5,382,851 13 6,222,423 14 (438,941) (1) 26,106,202 61 $ 42,628,371 100 |
The accompanying notes are an integral part of the financial statements.
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UPC TECHNOLOGY CORP.
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Losses Per Share)
| SALES (Note 27) COST OF GOODS SOLD (Notes 9, 21 and 27) GROSS PROFIT OPERATING EXPENSES (Notes 21 and 27) Selling and marketing expenses General and administrative expenses Expected credit gain Total operating expenses LOSS FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Share of profit or loss of subsidiaries accounted for using the equity method Interest income (Note 21) Other income (Notes 21 and 27) Other gains and losses (Note 21) Finance costs (Note 21) Total non-operating income and expenses LOSS BEFORE INCOME TAX INCOME TAX (BENEFIT) EXPENSE (Note 22) NET LOSS FOR THE YEAR 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 (loss) on investments in equity instruments at fair value through other comprehensive income |
2023 Amount % $ 5,530,708 100 5,189,148 94 341,560 6 124,225 2 237,924 4 (78) - 362,071 6 (20,511) - (411,445) (8) 1,038 - 400,066 7 (64,050) (1) (229,130) (4) (303,521) (6) (324,032) (6) (41,206) (1) (282,826) (5) 2,952 - 4,551,329 82 |
2022 | ||
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| Amount % $ 5,503,668 100 5,268,653 96 235,015 4 175,835 3 236,589 4 (2,991) - 409,433 7 (174,418) (3) (1,612,488) (29) 299 - 795,175 14 (17,621) - (171,532) (3) (1,006,167) (18) (1,180,585) (21) 55,639 1 (1,236,224) (22) 18,729 - (1,829,094) (33) (Continued) |
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UPC TECHNOLOGY CORP.
STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Losses Per Share)
| Share of other comprehensive income (loss) of subsidiaries accounted for using the equity method Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of other comprehensive income of subsidiaries accounted for using the equity method Income tax relating to items that may be reclassified subsequently to profit or loss Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR LOSSES PER SHARE (Note 23) Basic |
2023 Amount % $ 183,799 3 (590) - 4,737,490 85 (334,257) (6) - - 40 - (334,217) (6) 4,403,273 79 $ 4,120,447 74 $ (0.21) |
2022 | ||
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| Amount % $ (253,666) (5) (3,750) - (2,067,781) (38) 762,218 14 1,250 - (11,840) - 751,628 14 (1,316,153) (24) $ (2,552,377) (46) $ (0.94) |
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The accompanying notes are an integral part of the financial statements.
(Concluded)
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UPC TECHNOLOGY CORP.
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
BALANCE AT JANUARY 1, 2022 Appropriation of 2021 earnings Legal reserve Cash dividends distributed by the Company Dividends from claims extinguished by prescription Net loss in 2022 Other comprehensive income (loss) in 2022, net of income tax Total comprehensive (loss) income in 2022 Issue of ordinary shares under employee share options Advance share payments for issuing of ordinary shares under employee share options Share-based payment transaction - employees share option plan Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2022 Appropriation of 2022 earnings Cash dividends distributed by the Company Dividends from claims extinguished by prescription Net loss in 2023 Other comprehensive income (loss) in 2023, net of income tax Total comprehensive (loss) income in 2023 Issue of ordinary shares under employee share options Advance share payments for issuing of ordinary shares under employee share options Share-based payment transaction - employees share option plan Disposal of investments in equity instruments designated as at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2023 |
**Share Capital ** | Total Capital Surplus $ 13,477,765 $ 1,388,431 - - - - - 296 - - - - - - 10,114 (10,114 ) 64,035 - - 9,342 - - 13,551,914 1,387,955 - - - 322 - - - - - - 13,222 (13,222 ) 82,361 - - 3,782 - - $ 13,647,497 $ 1,378,837 |
**Retained Earnings ** | Total $ 7,837,286 - (1,311,831 ) - (1,236,224 ) 14,979 (1,221,245) - - - 78,641 5,382,851 (263,583 ) - (282,826 ) 2,362 (280,464) - - - 2,325 $ 4,841,129 |
Other Equity | Total Treasury Shares $ 7,632,196 $ (438,941 ) - - - - - - - - (1,331,132) - (1,331,132) - - - - - - - (78,641) - 6,222,423 (438,941 ) - - - - - - 4,400,911 - 4,400,911 - - - - - - - (2,325) - $ 10,621,009 $ (438,941) |
Total Equity $ 29,896,737 - (1,311,831 ) 296 (1,236,224 ) (1,316,153) (2,552,377) - 64,035 9,342 - 26,106,202 (263,583 ) 322 (282,826 ) 4,403,273 4,120,447 - 82,361 3,782 - $ 30,049,531 |
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| Exchange Differences on Unrealized Gain (Loss) on Financial Assets at Fair Value Through Translating Other Foreign Operations Comprehensive Income $ (1,153,241 ) $ 8,785,437 - - - - - - - - 751,628 (2,082,760) 751,628 (2,082,760) - - - - - - - (78,641) (401,613 ) 6,624,036 - - - - - - (334,217) 4,735,128 (334,217) 4,735,128 - - - - - - - (2,325) $ (735,830) $ 11,356,839 |
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| Ordinary Shares $ 13,471,206 - - - - - - 76,420 - - - 13,547,626 - - - - - 88,145 - - - $ 13,635,771 |
Capital Collected in Advance $ 6,559 - - - - - - (66,306 ) 64,035 - - 4,288 - - - - - (74,923 ) 82,361 - - $ 11,726 |
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| Legal Reserve Special Reserve Unappropriated Earnings $ 2,581,282 $ 341,773 $ 4,914,231 257,369 - (257,369 ) - - (1,311,831 ) - - - - - (1,236,224 ) - - 14,979 - - (1,221,245) - - - - - - - - - - - 78,641 2,838,651 341,773 2,202,427 - - (263,583 ) - - - - - (282,826 ) - - 2,362 - - (280,464) - - - - - - - - - - - 2,325 $ 2,838,651 $ 341,773 $ 1,660,705 |
The accompanying notes are an integral part of the financial statements.
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UPC TECHNOLOGY CORP.
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Loss before income tax Adjustments for: Depreciation expense Amortization expense Expected credit gain recognized on trade receivables Finance costs Interest income Dividend income Compensation costs of employee share-based payment Share of profit or loss of subsidiaries accounted for using the equity method Loss (gain) on disposal of property, plant and equipment (Reversal of) write-down of inventories Changes in operating assets and liabilities: Notes receivable Trade receivables Other receivables Inventories Other current assets Notes payable Trade payables Other payables Provisions Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Increase in investment for using the equity method Proceeds from capital reduction of subsidiaries accounted for using the equity method Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Increase in other non-current assets Dividends received Net cash generated from investing activities |
2023 $ (324,032) 173,619 17,254 (78) 229,130 (1,038) (317,707) 3,782 411,445 1,019 (6,043) 6,104 (78,398) 622 (56,606) (7,280) (1,000) 245,488 (13,098) 1,847 (5,982) 2,883 281,931 1,038 (94) 282,875 - - (129,310) 223 (4,014) 4,049 (3,708) 466,134 333,374 |
2022 $ (1,180,585) 148,672 27,569 (2,991) 171,532 (299) (449,283) 9,342 1,612,488 (494) 4,581 9,141 137,664 6,845 364,723 20,031 1,000 (355,869) (42,424) 1,986 28,091 2,139 513,859 299 (34,960) 479,198 (2,448,280) 1,838,838 (226,654) 1,156 (1,492) 633 (7,454) 885,734 42,481 (Continued) |
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UPC TECHNOLOGY CORP.
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of bonds Repayments of bonds Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits received Decrease in guarantee deposits received Repayment of the principal portion of lease liabilities Cash dividends paid Proceeds from exercise of employee share options Interest paid Net cash used in financing activities NET DECREASE IN CASH CASH AT THE BEGINNING OF THE YEAR CASH AT THE END OF THE YEAR |
2023 $ - (6,000,000) 34,500,000 (28,710,000) 4 (8) (10,604) (263,583) 82,361 (225,757) (627,587) (11,338) 157,711 $ 146,373 |
2022 $ 2,994,908 - 35,690,500 (37,960,500) 405 (28) (10,701) (1,311,831) 64,035 (138,639) (671,851) (150,172) 307,883 $ 157,711 |
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The accompanying notes are an integral part of the financial statements.
(Concluded)
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NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except as Stated Otherwise)
UPC TECHNOLOGY CORP.
1. GENERAL
UPC Technology Corp. (the “Company”), incorporated in August 1976, mainly manufactures and sells petrochemical products such as phthalic anhydride and plasticizer. The Company’s shares have been listed on the Taiwan Stock Exchange since March 1989.
The 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 6, 2024.
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 Accounting Standards”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
The initial application of the IFRSs Accounting Standards endorsed and issued into effect by the FSC did not have material impact on the Company’s accounting policies.
- b. The IFRS Accounting Standards endorsed by the FSC for application starting from 2024
| New, Amended and Revised Standards and Interpretations Amendments to IFRS 16 “Leases Liability in a Sale and Leaseback” Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” Amendments to IAS 1 “Non-current Liabilities with Covenants” Amendments to IAS 7 and IFRS 7 “Supplier Finance Arrangements” |
Effective Date Announced by IASB (Note 1) |
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| January 1, 2024 (Note 2) January 1, 2024 January 1, 2024 January 1, 2024 (Note 3) |
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Note 1: Unless stated otherwise, the above IFRS Accounting Standards are effective for annual reporting periods beginning on or after their respective effective dates.
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Note 2: A seller-lessee shall apply the Amendments to IFRS 16 retrospectively to sale and leaseback transactions entered into after the date of initial application of IFRS 16.
Note 3: The amendments provide some transition relief regarding disclosure requirements.
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.
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c. Th IFRS Accounting Standards in issue but not yet endorsed and issued into effect by the FSC
Effective Date New, Amended and Revised Standards and Interpretations Announced by IASB (Note 1)
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between an Investor and its Associate or Joint Venture” 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 21 “Lack of Exchangeability” January 1, 2025 (Note 2)
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Note 1: Unless stated otherwise, the above IFRSs Accounting Standards are effective for annual reporting periods beginning on or after their respective effective dates.
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Note 2: An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2025. Upon initial application of the amendments, the entity recognizes any effect as an adjustment to the opening balance of retained earnings. When the entity uses a presentation currency other than its functional currency, it shall, at the date of initial application, recognize any effect as an adjustment to the cumulative amount of translation differences in equity.
As of the date the financial statements were authorized for issue, the 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 MATERIAL ACCOUNTING POLICY INFORMATION
- a. Statement of compliance
The financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
- b. Basis of preparation
The financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
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1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
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2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
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3) Level 3 inputs are unobservable inputs for an asset or liability.
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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:
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1) Assets held primarily for the purpose of trading;
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2) Assets expected to be realized within 12 months; and
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3) Cash
Current liabilities include:
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1) Liabilities held primarily for the purpose of trading;
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2) Liabilities due to be settled within 12 months after the reporting period; and
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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.
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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.
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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.
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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
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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.
-
16 -
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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.
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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.
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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.
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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.
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20 -
-
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. MATERIAL 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.
When developing material accounting estimates, the Company considers the possible impact on the cash flow projection, growth rates, discount rates, profitabilities and other relevant material estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.
Based on the assessment of the Company’s management, the accounting policies, estimates, and assumptions adopted by the Company have not been subject to material accounting judgements, estimates and assumptions uncertainty.
6. CASH
| Cash on hand Checking accounts and demand deposits |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 167 146,206 $ 146,373 |
2022 $ 167 157,544 $ 157,711 |
The market rate intervals of cash in bank at the end of the year were as follows:
| Bank balance | December 31 |
|---|---|
| 2023 2022 0.03%-0.6% 0.01%-0.05% |
7. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - INVESTMENTS IN EQUITY INSTRUMENTS
| Non-current Domestic investments Listed shares Unlisted shares |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 14,670,647 103,902 $ 14,774,549 |
2022 $ 10,121,586 101,634 $ 10,223,220 |
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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
| Notes receivable At amortized cost Gross carrying amount Less: Allowance for impairment loss Trade receivables At amortized cost Gross carrying amount Less: Allowance for impairment loss |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2023 $ 17,057 (80) $ 16,977 $ 579,941 (2,059) $ 577,882 |
2022 $ 23,161 (119) $ 23,042 $ 501,221 (2,098) $ 499,123 |
The average credit period of sales of goods was 30 days.
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 measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on receivables are estimated by reference to past default records of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate. The provision for loss allowance base on the 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.
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The following table details the loss allowance of trade receivables based on the Company’s provision matrix:
December 31, 2023
| Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost December 31, 2022 Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost |
Credit Rating A $ 138,529 (693) $ 137,836 Credit Rating A $ 133,243 (666) $ 132,577 |
Credit Rating B $ 3,998 (40) $ 3,958 Credit Rating B $ 10,901 (109) $ 10,792 |
Credit Rating C $ 5,373 (81) $ 5,292 Credit Rating C $ - - $ - |
Credit Rating D $ 57,278 (1,145) $ 56,133 Credit Rating D $ 52,575 (1,052) $ 51,523 |
Credit Rating E $ 374,763 (100) $ 374,663 Credit Rating E $ 304,502 (271) $ 304,231 |
Notes Receivable $ 17,057 (80) $ 16,977 Notes Receivable $ 23,161 (119) $ 23,042 |
Total $ 596,998 (2,139) $ 594,859 Total $ 524,382 (2,217) $ 522,165 |
|---|---|---|---|---|---|---|---|
The aging of receivables was as follows:
| Not past due Up to 30 days More than 91 days |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 515,789 81,206 3 $ 596,998 |
2022 $ 524,382 - - $ 524,382 |
The movements of the loss allowance of trade receivables were as follows:
Balance at January 1 Add: Net remeasurement of loss allowance Less: Net remeasurement of loss allowance Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2023 $ 2,098 656 (695) $ 2,059 |
2022 $ 4,920 796 (3,618) $ 2,098 |
The movements of the loss allowance of notes receivable were as follows:
Balance at January 1 Add: Net remeasurement of loss allowance Less: Net remeasurement of loss allowance Balance at December 31 |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2023 $ 119 158 (197) $ 80 |
2022 $ 288 684 (853) $ 119 |
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9. INVENTORIES
| Finished goods Semi-finished goods Work in progress Raw materials Supplies Inventory in transit Less: Allowance for loss |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 480,266 50,862 12,679 210,507 35,640 501,674 1,291,628 (11,063) $ 1,280,565 |
2022 $ 437,756 67,738 19,122 234,054 28,714 447,638 1,235,022 (17,106) $ 1,217,916 |
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, 2023 and 2022 included a reversal of inventory write-downs of $(6,043) thousand and an inventory write-downs of $4,581 thousand, respectively.
10. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
| Name of Subsidiaries Unlisted company Constant Holding Ltd. (CHL) Glory Ace Union Venture Capital Corp. (UVC) Wei Chen Investment Co. (WCI) Taiwan Union International Investment Corporation (TUI) UPC Chemicals (Malaysia) |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 22,734,822 607,239 352,821 405,586 1,444,613 1,923,307 $ 27,468,388 |
2022 $ 23,743,079 599,874 393,390 295,300 1,385,027 1,762,048 $ 28,178,718 |
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:
| CHL Glory Ace UVC WCI TUI UPC Chemicals (Malaysia) |
December 31 |
|---|---|
| 2023 2022 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% |
Due to operational strategy and management considerations, the board of directors of the Company approved an organizational restructuring in November 2022, and the Company acquired 100% of the equity interest of UPC Chemicals (Malaysia) from Prestige Spring, a subsidiary of CHL, for $1,838,838 thousand, and then CHL, a subsidiary of the Company, absorbed and merged 100% equity of Prestige Spring. After the merger, CHL would be the surviving company while Prestige Spring would be dissolved in the merger, and CHL conducted capital reduction and returned $1,838,838 thousand to the Company.
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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, 2023 and 2022 was based on the subsidiaries’ financial statements which have been audited for the same years.
11. PROPERTY, PLANT AND EQUIPMENT
| Cost Balance at January 1, 2022 Additions Disposals Reclassification Balance at December 31, 2022 Accumulated depreciation Balance at January 1, 2022 Disposals Depreciation expense Balance at December 31, 2022 Carrying amounts at December 31, 2022 Cost Balance at January 1, 2023 Additions Disposals Reclassification Balance at December 31, 2023 Accumulated depreciation Balance at January 1, 2023 Disposals Depreciation expense Balance at December 31, 2023 Carrying amounts at December 31, 2023 |
Land $ 1,126,898 - - - $ 1,126,898 $ 1,126,898 $ 1,126,898 - - - $ 1,126,898 $ 1,126,898 |
Buildings $ 743,945 - (790 ) 95,122 $ 838,277 $ 470,088 (597 ) 17,442 $ 486,933 $ 351,344 $ 838,277 - - 16,883 $ 855,160 $ 486,933 - 18,962 $ 505,895 $ 349,265 |
Machinery and Equipment $ 1,079,622 275 (9,638 ) 93,984 $ 1,164,243 $ 894,277 (9,548 ) 50,173 $ 934,902 $ 229,341 $ 1,164,243 - (5,828 ) 11,349 $ 1,169,764 $ 934,902 (4,900 ) 58,392 $ 988,394 $ 181,370 |
Warehousing Equipment $ 542,923 - (2,567 ) 134,997 $ 675,353 $ 436,147 (2,564 ) 35,354 $ 468,937 $ 206,416 $ 675,353 - (8,755 ) 24,297 $ 690,895 $ 468,937 (8,740 ) 44,144 $ 504,341 $ 186,554 |
Other Equipment Construction in Progress and Equipment to Be Inspected $ 749,236 $ 208,357 9,126 214,458 (93,055 ) - 70,834 (398,508) $ 736,141 $ 24,307 $ 632,214 (92,679 ) 35,424 $ 574,959 $ 161,182 $ 24,307 $ 736,141 $ 24,307 3,837 127,228 (8,165 ) - 20,186 (72,715) $ 751,999 $ 78,820 $ 574,959 (7,866 ) 41,808 $ 608,901 $ 143,098 $ 78,820 |
Total $ 4,450,981 223,859 (106,050 ) (3,571) $ 4,565,219 $ 2,432,726 (105,388 ) 138,393 $ 2,465,731 $ 2,099,488 $ 4,565,219 131,065 (22,748 ) - $ 4,673,536 $ 2,465,731 (21,506 ) 163,306 $ 2,607,531 $ 2,066,005 |
|---|---|---|---|---|---|---|
There was no indication of impairment for the years ended December 31, 2023 and 2022.
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
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12. LEASE ARRANGEMENTS
a. Right-of-use assets
| Carrying amount Buildings Depreciation charge for right-of-use assets Buildings Lease liabilities Carrying amount Current Non-current Range of discount rate for lease liabilities was as follows: Buildings |
**December ** | **31 ** | |
|---|---|---|---|
| 2023 2022 $ 2,163 $ 11,812 **For the Year Ended December 31 ** |
|||
| 2023 $ 10,313 December |
2022 $ 10,279 31 |
||
| 2023 $ 1,775 $ 424 **December ** |
2022 $ 10,570 $ 1,569 **31 ** |
||
| 2023 1.80% |
2022 1.80% |
b. Lease liabilities
- 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
Expenses relating to short-term leases Total cash outflow for leases |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2023 $ 22,054 $ 32,792 |
2022 $ 17,673 $ 28,694 |
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.
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13. OTHER ASSETS
| Current Prepayments to suppliers Input VAT and excess business tax paid Prepaid expense Non-current Refundable deposits Long-term prepaid expenses Prepayment for equipment BORROWINGS Long-term Borrowings Unsecured borrowings Revolving credit loans |
December | December | 31 | ||
|---|---|---|---|---|---|
| 2023 $ 8,840 25,198 46,269 $ 80,307 **December ** |
2022 $ 9 26,048 46,970 $ 73,027 31 |
||||
| 2023 $ 27,113 8,022 978 $ 36,113 December |
2022 $ 27,148 21,568 4,707 $ 53,423 31 |
||||
| $ | 2023 12,220,000 |
$ | 2022 6,430,000 |
14. BORROWINGS
The carrying amounts of long-term borrowings of the Company were as follows:
| Effective Maturity Day Interest Rate Fixed interest rate loan Unsecured loans (NTD) Used in revolving credit before November 2025 1.80% Used in revolving credit before August 2024 2.00% Used in revolving credit before May 2025 1.82% Used in revolving credit before October 2024 1.65% Used in revolving credit before October 2025 1.83% Used in revolving credit before October 2025 1.73%/1.91% Used in revolving credit before June 2024 1.88% Used in revolving credit before June 2024 1.98% Used in revolving credit before May 2026 1.85% Used in revolving credit before December 2025 1.79% Used in revolving credit before May 2024 1.77% Used in revolving credit before May 2024 1.77% Used in revolving credit before May 2025 1.70% Used in revolving credit before November 2028 1.96% Used in revolving credit before December 2025 1.87% |
December 31 |
|---|---|
2023 2022 $ 1,470,000 $ - - 310,000 1,000,000 - - 300,000 750,000 - 300,000 300,000 - 100,000 - 40,000 1,000,000 - 500,000 - - 150,000 - 350,000 650,000 - 2,800,000 - 250,000 - (Continued) |
- 27 -
| Effective Maturity Day Interest Rate Used in revolving credit before November 2025 1.80% Used in revolving credit before April 2024 2.07% Used in revolving credit before April 2025 1.95% Used in revolving credit before September 2024 2.00% Used in revolving credit before May 2026 1.89% Total of fixed interest rate loan Floating interest rate loan Unsecured loans (NTD) Used in revolving credit before December 2024 1.97% Used in revolving credit before April 2024 1.80% Repaid once in November 2025 1.81%/1.52% Used in revolving credit before May 2024 1.45% Used in revolving credit before May 2025 1.75% Used in revolving credit before November 2023 1.89% Total of floating interest rate loan Total of long-term borrowing |
December 31 | |
|---|---|---|
| 2023 2022 $ 600,000 $ - - 500,000 - 50,000 - 730,000 1,000,000 - 10,320,000 2,830,000 - 500,000 - 700,000 400,000 400,000 - 1,500,000 1,500,000 - - 500,000 1,900,000 3,600,000 $ 12,220,000 $ 6,430,000 (Concluded) |
15. BONDS PAYABLE
| Secured domestic bonds Less: Discount of bonds Less: Current portion |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 3,000,000 (3,636) 2,996,364 - $ 2,996,364 |
2022 $ 9,000,000 (9,089) 8,990,911 (5,995,566) $ 2,995,345 |
The major terms of the secured domestic bonds are as follows:
| Repayment and Interest | ||||
|---|---|---|---|---|
| Issuance | Issuance Period |
Total Amount | Coupon Rate | Payment |
| 2018-1 | December 2018 to | $ 6,000,000 | 0.95% | Bullet repayment; interest |
| December 2023 | payable annually | |||
| 2022-1 | July 2022 to July 2027 | 3,000,000 | 1.80% | 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.
- 28 -
17. OTHER LIABILITIES
| Current Other payables Payables for salaries or bonuses Payables for freight Payables for purchases of equipment Interest payables Payables for utilities Others Other liabilities Contract liabilities Others |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 34,802 5,823 2,707 30,158 11,795 55,893 $ 141,178 $ 40,559 3,240 $ 43,799 |
2022 $ 55,977 9,463 4,681 32,238 6,529 49,442 $ 158,330 $ 46,477 3,304 $ 49,781 |
18. PROVISIONS
| Non-current Employee benefits |
December | 31 | |
|---|---|---|---|
| 2023 $ 14,196 |
2022 $ 12,349 |
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
- 29 -
pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Company has no right to influence the investment policy and strategy.
The amounts included in the balance sheets in respect of the Company’s defined benefit plans were as follows:
| Present value of defined benefit obligation Fair value of plan assets Net defined benefit liabilities |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2023 $ 524,583 (288,762) $ 235,821 |
2022 $ 535,372 (299,482) $ 235,890 |
Movements in net defined benefit liabilities were as follows:
| Present Value of the Defined Benefit Obligation Fair Value of the Plan Assets Balance at January 1, 2022 $ 565,598 $ (313,118) Current service cost 3,612 - Net interest expense (income) 2,828 (1,573) Recognized in profit or loss 6,440 (1,573) Remeasurement Return on plan assets (excluding amounts included in net interest) - (26,326) Actuarial gain - changes in financial assumptions (4,539) - Actuarial loss - experience adjustments 12,136 - Recognized in other comprehensive income 7,597 (26,326) Contributions from the employer - (2,728) Benefits paid (44,263) 44,263 Balance at December 31, 2022 $ 535,372 $ (299,482) Balance at January 1, 2023 $ 535,372 $ (299,482) Current service cost 2,921 - Net interest expense (income) 6,008 (3,369) Recognized in profit or loss 8,929 (3,369) Remeasurement Return on plan assets (excluding amounts included in net interest) - (3,091) Actuarial gain - changes in financial assumptions (3,662) - Actuarial loss - experience adjustments 3,801 - Recognized in other comprehensive income 139 (3,091) Contributions from the employer - (2,677) Benefits paid (19,857) 19,857 Balance at December 31, 2023 $ 524,583 $ (288,762) |
Net Defined Benefit Liabilities $ 252,480 3,612 1,255 4,867 (26,326) (4,539) 12,136 (18,729) (2,728) - $ 235,890 $ 235,890 2,921 2,639 5,560 (3,091) (3,662) 3,801 (2,952) (2,677) - $ 235,821 |
|---|---|
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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:
| Discount rate Expected rate of salary increase |
December 31 |
|---|---|
| 2023 2022 1.250% 1.125% 3.000% 3.000% |
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:
| Discount rate 0.25% increase 0.25% decrease Expected rate of salary increase/decrease 0.25% increase 0.25% decrease |
**December ** | **31 ** | |
|---|---|---|---|
| 2023 $ (7,193) $ 7,369 $ 7,128 $ (6,995) |
2022 $ (7,863) $ 8,066 $ 7,789 $ (7,634) |
The sensitivity analysis previously presented may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that changes in assumptions will occur in isolation of one another as some of the assumptions may be correlated.
| Expected contributions to the plans for the next year Average duration of the defined benefit obligation |
**December ** | **31 ** | |
|---|---|---|---|
| 2023 $ 2,659 5.9 years |
2022 $ 2,697 6.3 years |
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20. EQUITY
a. Ordinary shares
| Number of shares authorized (in thousands) Shares authorized Number of shares issued and fully paid (in thousands) Shares issued Capital collected in advance |
December 31 | December 31 | |
|---|---|---|---|
| 2023 2,000,000 $ 20,000,000 1,363,577 $ 13,635,771 $ 11,726 |
2022 2,000,000 $ 20,000,000 1,354,763 $ 13,547,626 $ 4,288 |
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. The Company has completed the change registration on January 22, 2024.
b. Capital surplus
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital (Note) Issuance of ordinary shares Donations Employee share options exercised and expired Treasury share transactions May only be used to offset a deficit Unclaimed dividends May not be used for any purpose Employee share options |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 770,594 19,835 347,986 218,846 3,266 18,310 $ 1,378,837 |
2022 $ 783,816 19,835 327,525 218,846 2,944 34,989 $ 1,387,955 |
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).
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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 21(g).
Appropriation of earnings to the legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.
The appropriations of earnings for 2022 and 2021 were as follows:
Legal reserve Cash dividends Cash dividends per share (NT$) |
Appropriation of Earnings | Appropriation of Earnings | Appropriation of Earnings |
|---|---|---|---|
| **For the Year Ended December 31 ** | |||
| 2022 $ - $ 263,583 $ 0.2 |
2021 $ 257,369 $ 1,311,831 $ 1.00 |
The above appropriations for cash dividends were resolved by the Company’s board of directors on March 6, 2023 and March 8, 2022, respectively; the other proposed appropriations for 2021 were resolved by the shareholders in their meeting on May 26, 2022.
The appropriation of earnings for 2023 was resolved by the Company’s board of directors on March 6, 2024. The appropriation and dividends per share were as follows:
| For the Year | For the Year | |
|---|---|---|
| Ended | ||
| December 31, | ||
| 2023 | ||
| Legal reserve | $ | - |
| Cash dividends | $ | 265,511 |
| Cash dividends per share (NT$) | $ | 0.2 |
The above appropriation for cash dividends was resolved by the Company’s board of directors; the other proposed appropriations will be resolved by the shareholders in their meeting to be held on May 24, 2024.
d. Special reserve
On the first-time adoption of IFRS Accounting Standards 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.
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The special reserve may be reversed on the disposal or reclassification of the related assets.
-
e. Other equity items
-
1) Exchange differences on translating the financial statements of foreign operations
Balance at January 1 Recognized for the year Exchange differences on translating the financial statements of foreign operations Related Income Tax Share from subsidiaries accounted for using the equity method Balance at December 31 Unrealized gain (loss) on financial assets at FVTOCI Balance at January 1 Recognized for the year Unrealized gain - equity instruments Share from subsidiaries accounted for using the equity method Cumulative unrealized gain of equity instruments transferred to retained earnings due to disposal Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2023 2022 $ (401,613) $ (1,153,241) (334,257) 762,218 40 (11,840) - 1,250 $ (735,830) $ (401,613) For the Year Ended December 31 |
|||
| 2023 $ 6,624,036 4,551,329 183,799 (2,325) $ 11,356,839 |
2022 $ 8,785,437 (1,829,094) (253,666) (78,641) $ 6,624,036 |
2) Unrealized gain (loss) on financial assets at FVTOCI
- f. Treasury shares
Number of shares at January 1, 2022 Increase during the year Number of shares at December 31, 2022 Number of shares at January 1, 2023 Increase during the year Number of shares at December 31, 2023 |
Purpose of Buy-back |
|---|---|
| Shares Transferred to Employees (In Thousands of Shares) 38,665 - 38,665 38,665 - 38,665 |
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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 LOSS FOR THE YEAR
Information about net loss for the year is as follows:
- a. Interest income
Bank deposits b. Other income Operating lease rental income Dividends Indemnity income (Note 29) Others c. Other gains and losses Net foreign exchange (losses) gains (Losses) gains on disposal of property, plant and equipment Bank charges (including bonds) Others d. Finance costs Interest on bank loans (including bonds) Interest on lease liabilities |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2023 $ 1,038 For the Year Ended |
2022 $ 299 December 31 |
||
| 2023 $ 80,100 317,707 17 2,242 $ 400,066 For the Year Ended |
2022 $ 79,008 449,283 266,785 99 $ 795,175 December 31 |
||
| 2023 $ (663) (1,019) (47,007) (15,361) $ (64,050 For the Year Ended |
2022 $ 41,447 494 (40,961) (18,601) $ (17,621) December 31 |
||
| 2023 $ 228,996 134 $ 229,130 |
2022 $ 171,212 320 $ 171,532 |
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e. Depreciation and amortization
Property, plant and equipment Right-of-use assets Long-term prepaid expenses An analysis of depreciation by function Cost of goods sold Operating expenses Other losses An analysis of amortization by function Cost of goods sold Operating expenses f. Employee benefits expense Short-term benefits Post-employment benefits (Note 19) Defined contribution plans Defined benefit plans Total post-employment benefits Share-based payments Equity-settled Other employee benefits Total employee benefits expense An analysis of employee benefits expense by function Operating costs Operating expenses |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2023 $ 163,306 10,313 17,254 $ 190,873 $ 156,980 15,415 1,224 $ 173,619 $ 11,805 5,449 $ 17,254 For the Year Ended |
2022 $ 138,393 10,279 27,569 $ 176,241 $ 125,686 15,397 7,589 $ 148,672 $ 20,708 6,861 $ 27,569 December 31 |
||
| 2023 $ 306,739 10,497 5,560 16,057 3,782 8,161 $ 334,739 $ 165,417 169,322 $ 334,739 |
2022 $ 314,008 8,962 4,867 13,829 9,342 15,991 $ 353,170 $ 174,753 178,417 $ 353,170 |
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For the Year Ended December 31
| Employee benefits expense Salary expense Labor and health insurance expense Pension expense - defined contribution plans Pension expense - defined benefit plans Remuneration of directors Other employee benefits |
2023 | Total $ 279,329 24,627 10,497 5,560 6,564 8,162 |
2022 | |||||
|---|---|---|---|---|---|---|---|---|
| Operating Costs $ 139,191 13,353 5,366 2,780 - 4,727 |
Operating Expenses $ 140,138 11,274 5,131 2,780 6,564 3,435 |
Operating Costs $ 143,831 13,323 4,584 2,482 - 10,533 |
Operating Expenses $ 148,372 11,228 4,378 2,385 6,596 5,458 |
Total $ 292,203 24,551 8,962 4,867 6,596 15,991 |
Total employee benefits expense $ 165,417 $ 169,322 $ 334,739 $ 174,753 $ 178,417 $ 353,170
-
1) As of December 31, 2023 and 2022, the Company had 229 and 230 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, 2023 and 2022 were $1,478 thousand and $1,554 thousand, respectively. Average salary expenses for the years ended December 31, 2023 and 2022 were $1,258 thousand and $1,310 thousand, respectively. Average salary expenses decreased by 4% 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, after the company deducts the accumulated losses from the profits of the current year, if there is still a balance, it should allocate no less than 1% for employee remuneration and no more than 1% for director remuneration as the director's remuneration for the current year, taking into account the company's operations. Based on the performance and contribution to the company's performance, 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 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.
-
37 -
-
b) The reference for issuance of manager bonuses is divided into (a) financial indicators: revenue achievement rate and profit achievement rate based on manager performance evaluation items; personal performance indicators: annual personal key performance indicators (KPI) achievement rate and Company practice the demonstration of core value management capabilities and sustainable management capabilities, comprehensively calculated performance results and remuneration distribution are linked, and relevant reward and remuneration methods are revised at any time based on operating conditions and regulatory requirements.
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.
As it was net loss before tax for the year ended December 31, 2023, and 2022, the Company did not estimate the employees’ compensation and the remuneration of directors for the year.
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 year ended December 31, 2021.
Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.
- h. Gains or losses on foreign currency exchange
Foreign exchange gains Foreign exchange losses |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2023 $ 30,969 (31,632) $ (663) |
2022 $ 68,727 (27,280) $ 41,447 |
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22. INCOME TAXES
- a. Income tax recognized in profit or loss
Major components of income tax (benefit) expense are as follows:
Current tax In respect of the current year Adjustments for prior year Deferred tax In respect of the current year Income tax (benefit) expense recognized in profit or loss |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2023 $ - (41,956) (41,956) 750 $ (41,206) |
2022 $ 50,224 2,505 52,729 2,910 $ 55,639 |
A reconciliation of accounting profit and income tax expense is as follows:
Loss before tax Income tax benefit calculated at the statutory rate Permanent differences Tax-exempt income Unrecognized loss carryforwards Adjustments for prior years’ tax Income tax (benefit) expense recognized in profit or loss |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2023 $ (324,032) $ (64,806) 84,356 (63,541) 44,741 (41,956) $ (41,206) |
2022 $ (1,180,585) $ (236,117) 372,529 (143,217) 59,939 2,505 $ 55,639 |
- b. Income tax recognized in other comprehensive income
Deferred income tax expense (benefit) In respect of the current period Translation of foreign operations Remeasurement of defined benefit plans Total income tax recognized in other comprehensive income Current tax assets and liabilities Current tax assets Tax refund receivable Current tax liabilities Income tax payable |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2023 $ (40) 590 $ 550 **December ** |
2022 $ 11,840 3,750 $ 15,590 31 |
||
| 2023 $ 116 $ - |
2022 $ 7,857 $ 49,791 |
-
c. Current tax assets and liabilities
-
39 -
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, 2023
| Opening Balance Recognized in Profit or Loss Recognized in Other Comprehen- sive Income Deferred tax assets Temporary differences Allowance for write-down of inventories $ 3,420 $ (1,210) $ - Defined benefit obligations 50,920 (3,180) (590) Exchange differences on translating the financial statements of foreign operations 22,820 - 40 Others 2,170 5,160 - $ 79,330 $ 770 $ (550) Deferred tax liabilities Temporary differences Investment income abroad $ 117,470 $ 1,520 $ - Land revaluation incremental tax 99,828 - - $ 217,298 $ 1,520 $ - For the year ended December 31, 2022 Opening Balance Recognized in Profit or Loss Recognized in Other Comprehen- sive Income Deferred tax assets Temporary differences Allowance for write-down of inventories $ 2,500 $ 920 $ - Defined benefit obligations 50,490 4,180 (3,750) Exchange differences on translating the financial statements of foreign operations 34,660 - (11,840) Others 10,190 (8,020) - $ 97,840 $ (2,920) $ (15,590) |
Closing Balance $ 2,210 47,150 22,860 7,330 $ 79,550 $ 118,990 99,828 $ 218,818 Closing Balance $ 3,420 50,920 22,820 2,170 $ 79,330 (Continued) |
|---|---|
Deferred tax assets Temporary differences Allowance for write-down of inventories Defined benefit obligations Exchange differences on translating the financial statements of foreign operations Others |
- 40 -
| Deferred tax liabilities Temporary differences Investment income abroad Land revaluation incremental tax |
Opening Balance Recognized in Profit or Loss Recognized in Other Comprehen- sive Income $ 117,480 $ (10) $ - 99,828 - - $ 217,308 $ (10) $ - |
Closing Balance $ 117,470 99,828 $ 217,298 (Concluded) |
|---|---|---|
- e. The aggregate amount of temporary differences associated with investments for which deferred tax liabilities have not been recognized
As of December 31, 2023 and 2022, the taxable temporary differences associated with investments in subsidiaries for which no deferred tax liabilities have been recognized were $2,034,048 thousand and $2,136,605 thousand, respectively.
- f. Income tax assessments
The income tax returns through 2020 have been assessed by the tax authorities.
23. LOSS PER SHARE
Unit: NT$ Per Share
Basic loss per share |
For | the Year Ended December 31 | the Year Ended December 31 |
|---|---|---|---|
| 2023 $ (0.21) |
2022 $ (0.94) |
The (loss) earnings and weighted average number of ordinary shares outstanding used in the computation of (loss) earnings per share are as follows:
Net Loss for the Year
Loss used in the computation of basic loss per share |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|---|
| 2023 $ (282,826) |
2022 $ (1,236,224) |
The weighted average number of ordinary shares outstanding (in thousands of shares) is as follows:
Weighted average number of ordinary shares used in the computation of basic (loss) earnings per share |
**For the Year Ended ** | **For the Year Ended ** | **December 31 ** |
|---|---|---|---|
| 2023 1,320,440 |
2022 1,313,101 |
- 41 -
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:
| Balance at January 1 Options exercised Options expired Balance at December 31 Options exercisable, end of the year |
**For the Year Ended December 31 ** | **For the Year Ended December 31 ** |
|---|---|---|
| 2023 Number of Options (In Thousands of Units) Weighted- average Exercise Price ($) 16,525 $ 8.5 (9,690) 8.5 (214) 8.5 6,621 8.5 6,621 8.5 |
2022 | |
| Number of Options (In Thousands of Units) Weighted- average Exercise Price ($) 24,396 $ 8.9 (7,409) 8.6 (462) 8.5 16,525 8.5 7,034 8.5 |
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 $3,782 thousand and $9,342 thousand for the years ended December 31, 2023 and 2022, respectively.
Note: The exercise price will be adjusted according to the aforementioned employee share option plan.
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.
- 42 -
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, 2023
| Financial liabilities Financial liabilities at amortized cost Domestic corporate bonds payable December 31, 2022 Financial liabilities Financial liabilities at amortized cost Domestic corporate bonds payable |
Carrying Amount $ 2,996,364 Carrying Amount $ 8,990,911 |
FairValue | FairValue | |||
|---|---|---|---|---|---|---|
| Level 1 $ - |
Level 2 Level 3 $ 2,999,919 $ - FairValue |
Total $ 2,999,919 |
||||
| Level 1 $ - |
Level 2 $ 9,012,414 |
Level 3 $ - |
Total $ 9,012,414 |
Apart from the mentioned above, the management of the Company 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, 2023
| Financial assets at FVTOCI Investments in equity instruments Domestic listed shares Domestic unlisted shares |
Level 1 $ 14,670,647 - $ 14,670,647 |
Level 2 $ - - $ - |
Level 3 $ - 103,902 $ 103,902 |
Total $ 14,670,647 103,902 $ 14,774,549 |
|---|---|---|---|---|
- 43 -
December 31, 2022
| Financial assets at FVTOCI Investments in equity instruments Domestic listed shares Domestic unlisted shares |
Level 1 $ 10,121,586 - $ 10,121,586 |
Level 2 $ - - $ - |
Level 3 $ - 101,634 $ 101,634 |
Total $ 10,121,586 101,634 $ 10,223,220 |
|---|---|---|---|---|
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, 2023
| Financial Assets Balance at January 1, 2023 Recognized in other comprehensive income (included in unrealized gain (loss) on financial assets at FVTOCI) Balance at December 31, 2023 For the year ended December 31, 2022 Financial Assets Balance at January 1, 2022 Recognized in other comprehensive income (included in unrealized gain (loss) on financial assets at FVTOCI) Balance at December 31, 2022 |
Financial Assets at FVTOCI |
|---|---|
| Equity Instruments $ 101,634 2,268 $ 103,902 Financial Assets at FVTOCI |
|
| Equity Instruments $ 93,646 7,988 $ 101,634 |
- 3) Valuation techniques and inputs applied for Level 2 fair value measurement
| Financial Instrument Financial liabilities - domestic corporate bonds payable |
Valuation Technique and Inputs |
|---|---|
| The fair value is calculated using a volume-weighted average price on the TPEx at the end of the reporting period. |
- 4) Valuation techniques and inputs applied for Level 3 fair value measurement
The fair values of unlisted equity securities - ROC were determined using the asset approach. The approach is mainly utilized to evaluate venture capital firms. In this approach, the net asset value is taken into account.
-
44 -
-
c. Categories of financial instruments
| Financial assets Financial assets at amortized cost (1) Equity instruments at FVTOCI Financial liabilities Financial liabilities at amortized cost (2) |
December 31 |
|---|---|
| 2023 2022 $ 771,427 $ 710,728 14,774,549 10,223,220 15,932,904 15,944,921 |
-
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, current portion of long-term liabilities, bonds payable, 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 30.
Sensitivity analysis
The Company is mainly exposed to the USD.
- 45 -
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 decrease in pre-tax loss 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 loss, and the balances below would be negative.
Profit or loss |
USD Impact |
|---|---|
| **For the Year Ended December 31 ** | |
| 2023 2022 $ 15,058 $ 5,158 |
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, 2023 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 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:
| Fair value interest rate risk Financial liabilities Cash flow interest rate risk Financial liabilities |
December 31 |
|---|---|
| 2023 2022 $ 13,318,563 $ 11,833,050 1,900,000 3,600,000 |
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.
- 46 -
If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company pre-tax loss for the years ended December 31, 2023 and 2022 would increase/decrease by $9,500 thousand and $18,000 thousand, respectively.
The Company’s sensitivity to interest rates decreased for the year ended December 31, 2023 mainly due to the decrease in the amount of variable-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, 2023 and 2022 would have increased/decreased by $738,727 thousand and $511,161 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 an increase on market price of 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, 2023 and 2022.
The Company’s concentration of credit risk by geographical locations was mainly in mainland China, which accounted for 56% and 44% of total trade receivables as of December 31, 2023 and 2022, respectively.
- 47 -
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, 2023 and 2022, 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.
| b) | December 31, 2023 Non-derivative financial liabilities Non-interest bearing liabilities Lease liabilities Variable interest rate liabilities Fixed interest rate liabilities December 31, 2022 Non-derivative financial liabilities Non-interest bearing liabilities Lease liabilities Variable interest rate liabilities Fixed interest rate liabilities Financing facilities Unsecured bank loan facilities Amount used Amount unused |
0-3 Months $ 737,562 450 - - $ 738,012 $ 510,226 2,675 - - $ 512,901 |
3 Months to 1 Year 1-5 Years $ - $ - 1,351 432 - 1,900,000 - 13,320,000 $ 1,351 $ 15,220,432 $ - $ - 8,026 1,585 500,000 3,100,000 6,000,000 5,830,000 $ 6,508,026 $ 8,931,585 December 31 |
3 Months to 1 Year 1-5 Years $ - $ - 1,351 432 - 1,900,000 - 13,320,000 $ 1,351 $ 15,220,432 $ - $ - 8,026 1,585 500,000 3,100,000 6,000,000 5,830,000 $ 6,508,026 $ 8,931,585 December 31 |
|
|---|---|---|---|---|---|
| 2023 $ 12,220,000 8,987,515 $ 21,207,515 |
2022 $ 6,430,000 10,755,500 $ 17,185,500 |
- 48 -
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) With the same chairman/Investors with significant influence over the Company Lien Hwa Property Development Corp. (LHPDC) Subsidiary of LHIHC Linde Lienhwa Industrial GASES Co., Ltd. (LLIG) Associate of LHIHC 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 Zhongshan Unicizers Subsidiary Zhuhai Unicizers Subsidiary Taizhou Union Chemical Subsidiary Zhenjiang Union Chemical Subsidiary Panjin Union Chemical Subsidiary Nanchong Unicizers Subsidiary UPC Chemicals (Malaysia) Subsidiary UPCM Trading (Vietnam) Subsidiary Union Hong Kong Subsidiary
- b. Operating revenue
Line Item Related Party Category Sales Subsidiaries Purchase of goods Related Party Category Subsidiaries Associates of investors with significant influence over the Company |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2023 2022 $ 2,380,203 $ 1,332,482 For the Year Ended December 31 |
|||
| 2023 $ 786,441 14,979 $ 801,420 |
2022 $ 814,639 13,425 $ 828,064 |
-
c. Purchase of goods
-
d. Lease arrangements - the Company is lessee
| Line Item Related Party Name Lease liabilities LHPDC Interest expense LHPDC |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 2,199 For the Year Ended |
2022 $ 12,139 December 31 |
||
| 2023 $ 134 |
2022 $ 320 |
-
49 -
-
e. Lease arrangements - the Company is lessor
Future lease payments receivable are as follows:
| Related Party Name AUECC LPG Lease income was as follows: Related Party Name AUECC LPG Service revenue Line Item Related Party Category/Name Other income Associates of investors with significant influence over the Company LHPDC |
December 31 | December 31 | December 31 | ||
|---|---|---|---|---|---|
| 2023 $ 25,252 3,969 $ 29,221 For the Year Ended |
2022 $ 34,702 3,969 $ 38,671 December 31 |
||||
| 2023 $ 18,967 5,530 $ 24,497 For the Year Ended |
2022 $ 18,641 5,530 $ 24,171 December 31 |
||||
| 2023 $ 46 562 $ 608 |
2022 $ 49 546 $ 595 |
- f. Service revenue
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 2023 2022 Trade receivables Subsidiaries $ 326,700 $ 219,824 Other receivables from related parties (excluding loans to related parties) December 31 Line Item Related Party Category/Name 2023 2022 Other receivables LPG $ 1,580 $ 1,547 LLIG 932 540 Subsidiaries 96 355 Subsidiaries of investors with significant influence over the Company 121 75 $ 2,729 $ 2,517 |
December 31 | December 31 | |
|---|---|---|---|
| 2023 $ 1,580 932 96 121 $ 2,729 |
2022 $ 1,547 540 355 75 $ 2,517 |
-
h. Other receivables from related parties (excluding loans to related parties)
-
50 -
-
i. Refundable deposits
| Line Item Related Party Name Other non-current assets LHPDC Payables to related parties Line Item Related Party Category Trade payables Subsidiaries Associates of investors with significant influence over the Company Guarantee deposits received Line Item Related Party Category/Name Guarantee deposits received Associates of investors with significant influence over the Company AUECC |
December 31 | December 31 | |
|---|---|---|---|
| 2023 2022 $ 1,571 $ 1,571 December 31 |
|||
| 2023 2022 $ 5,845 $ 50,807 1,363 1,375 $ 7,208 $ 52,182 December 31 |
|||
| 2023 $ 3,685 |
2022 $ 3,685 |
-
j. Payables to related parties
-
k. Guarantee deposits received
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:
Short-term employee benefits Post-employment benefits Share-based payments |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2023 $ 29,382 463 516 $ 30,361 |
2022 $ 31,789 461 1,498 $ 33,748 |
The remuneration of directors and key executives, as determined by the remuneration committee, was based on the performance of individuals and market trends.
- 51 -
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, 2023 and 2022 were as follows:
-
a. As of December 31, 2023 and 2022, unused letters of credit for purchases of raw materials and machinery and equipment amounted to approximately $21,835 thousand and $14,816 thousand, respectively.
-
b. Unrecognized commitments were as follows:
| Acquisition of raw materials, supplies and repair parts Acquisition of property, plant and equipment |
**December 31 ** | **December 31 ** | |
|---|---|---|---|
| 2023 $ 598,589 $ 30,185 |
2022 $ 739,911 $ 39,235 |
-
c. As of December 31, 2023, 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$20,000 thousand.
-
2) Nanchong Unicizer - RMB640,000 thousand.
-
3) Panjin Union Materials - RMB258,000 thousand.
-
4) Panjin Union Chemical - RMB865,000 thousand.
-
5) UPC Chemicals (Malaysia) - US$20,000 thousand.
-
6) Union Hong Kong - US$15,000 thousand and EUR4,350 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. The accident caused property losses and caused disruption of the Company’s operation in 2021. The insurance company paid the replacement cost for the total loss of the assets. After deducting the policy deductible, the final approved claim amount was $346,785 thousand. The Company received an insurance claim prepayment amount of $80,000 thousand in June 2021 (accounted for as other income in 2021), and the remaining claim settlement amount of $266,785 thousand was recognized as indemnity in 2022.
- 52 -
30. 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, 2023
| Foreign | Carrying | ||||
|---|---|---|---|---|---|
| Currency | Amount | ||||
| (In Thousands) | Exchange Rate | (In | Thousands) | ||
| Financial assets | |||||
| Monetary items | |||||
| USD | $ | 2,154 |
30.705 (USD:NTD) | $ | 66,139 |
| Non-monetary items | |||||
| Investments accounted for using the | |||||
| equity method | |||||
| USD | $ | 822,842 |
30.705 (USD:NTD) | $ | 25,265,368 |
| Financial liabilities | |||||
| Monetary items | |||||
| USD | $ | 18,501 |
30.705 (USD:NTD) | $ | 568,073 |
| December 31, 2022 | |||||
| Foreign | Carrying | ||||
| Currency | Amount | ||||
| (In Thousands) | Exchange Rate | (In | Thousands) | ||
| Financial assets | |||||
| Monetary items | |||||
| USD | $ | 3,740 |
30.710 (USD:NTD) | $ | 114,855 |
| Non-monetary items | |||||
| Investments accounted for using the | |||||
| equity method | |||||
| USD | $ | 850,049 |
30.710 (USD:NTD) | $ | 26,105,001 |
| Financial liabilities | |||||
| Monetary items | |||||
| USD | $ | 9,338 |
30.710 (USD:NTD) | $ | 286,770 |
The significant realized and unrealized foreign exchange gains (losses) were as follows:
| Foreign Currency USD |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2023 Exchange Rate Net Foreign Exchange Gains (Losses) 30.705(USD:NTD) ($ 663) |
2022 | |
| Exchange Rate Net Foreign Exchange Gains (Losses) 30.710 (USD:NTD) $ 41,447 |
- 53 -
31. 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 (None)
-
5) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 4)
-
6) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 5)
-
7) Trading in derivative instruments (None)
-
8) Information on investees (Table 6)
-
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 7)
-
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 8)
-
b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the year (Table 8)
-
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)
-
-
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 9)
-
54 -
TABLE 1
UPC TECHNOLOGY CORP.
FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. (Note 1) |
Financing Company |
Counter-party | Financial Statement Account |
Related Party |
Maximum Balance for the Period |
Ending Balance |
Actual Amount Drawn |
Interest Rate | Nature of Financing (Note 2) |
Transaction Amount |
Reasons for Financing |
Allowance for Impairment Loss |
Collateral | Collateral | Financing Limit for Each Borrowing Company |
Financing Company’s Total Financing Amount Limits |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Item |
Value | |||||||||||||||
| 1 | Zhenjiang Union Chemical |
ZhenJiang Union Torch Estate Panjin Union Chemical Panjin Union Logistics Nanchong Unicizers Panjin Union Materials Taizhou Union Chemical Zhuhai Unicizers Zhongshan Unicizers Taizhou Union Plastics |
Receivable from related parties Receivable from related parties Receivable from related parties Receivable from related parties Receivable from related parties Receivable from related parties Receivable from related parties Receivable from related parties Receivable from related parties |
Yes Yes Yes Yes Yes Yes Yes Yes Yes |
$ 1,604,024 (RMB 370,000 thousand ) 867,040 (RMB 200,000 thousand ) 411,844 (RMB 95,000 thousand ) 260,112 (RMB 60,000 thousand ) 368,492 (RMB 85,000 thousand ) 260,112 (RMB 60,000 thousand ) 130,056 (RMB 30,000 thousand ) 130,056 (RMB 30,000 thousand ) 130,056 (RMB 30,000 thousand ) |
$ 780,336 (RMB 180,000 thousand ) 650,280 (RMB 150,000 thousand ) 173,408 (RMB 40,000 thousand ) - 151,732 (RMB 35,000 thousand ) 130,056 (RMB 30,000 thousand ) - - 130,056 (RMB 30,000 thousand ) |
$ 741,319 (RMB 171,000 thousand ) 498,548 (RMB 115,000 thousand ) 173,408 (RMB 40,000 thousand ) - 151,732 (RMB 35,000 thousand ) - - - - |
1.51% 1.51% 1.51% 1.51% 1.51% 1.51% 1.51% 1.51% 1.51% |
2 2 2 2 2 2 2 2 2 |
$ - - - - - - - - - |
Operating capital Operating capital Operating capital Operating capital Operating capital Operating capital Operating capital Operating capital Operating capital |
$ - - - - - - - - - |
- - - - - - - - - |
$ - - - - - - - - - |
$ 2,208,160 (RMB 509,356 thousand ) (Note 3) 2,208,160 (RMB 509,356 thousand ) (Note 3) 2,208,160 (RMB 509,356 thousand ) (Note 3) 2,208,160 (RMB 509,356 thousand ) (Note 3) 2,208,160 (RMB 509,356 thousand ) (Note 3) 2,208,160 (RMB 509,356 thousand ) (Note 3) 2,208,160 (RMB 509,356 thousand ) (Note 3) 2,208,160 (RMB 509,356 thousand ) (Note 3) 2,208,160 (RMB 509,356 thousand ) (Note 3) |
$ 4,416,321 (RMB 1,018,712 thousand ) (Note 4) 4,416,321 (RMB 1,018,712 thousand ) (Note 4) 4,416,321 (RMB 1,018,712 thousand ) (Note 4) 4,416,321 (RMB 1,018,712 thousand ) (Note 4) 4,416,321 (RMB 1,018,712 thousand ) (Note 4) 4,416,321 (RMB 1,018,712 thousand ) (Note 4) 4,416,321 (RMB 1,018,712 thousand ) (Note 4) 4,416,321 (RMB 1,018,712 thousand ) (Note 4) 4,416,321 (RMB 1,018,712 thousand ) (Note 4) |
| 2 | Glory Ace | Union Hong Kong | Receivable from related parties |
Yes | 598,748 (US$ 19,500 thousand ) |
583,395 (US$ 19,000 thousand ) |
- | - | 2 | - | Operating capital | - | - | - | 599,776 (US$ 19,534 thousand ) (Note 5) |
599,776 (US$ 19,534 thousand ) (Note 6) |
| 3 | CHL | Union Hong Kong UPC Chemicals (Malaysia) UPCM Trading (Thailand) |
Receivable from related parties Receivable from related parties Receivable from related parties |
Yes Yes Yes |
601,818 (US$ 19,600 thousand ) 245,640 (US$ 8,000 thousand ) 92,115 (US$ 3,000 thousand ) |
601,818 (US$ 19,600 thousand ) - 92,115 (US$ 3,000 thousand ) |
251,781 (US$ 8,200 thousand ) - 46,058 (US$ 1,500 thousand ) |
- - - |
2 2 2 |
- - - |
Operating capital Operating capital Operating capital |
- - - |
- - - |
- - - |
11,341,551 (US$ 369,371 thousand ) (Note 7) 11,341,551 (US$ 369,371 thousand ) (Note 7) 11,341,551 (US$ 369,371 thousand ) (Note 7) |
22,683,103 (US$ 738,743 thousand ) (Note 8) 22,683,103 (US$ 738,743 thousand ) (Note 8) 22,683,103 (US$ 738,743 thousand ) (Note 8) |
(Continued)
- 55 -
| No. (Note 1) |
Financing Company |
Counter-party | Financial Statement Account |
Related Party |
Maximum Balance for the Period |
Ending Balance |
Actual Amount Drawn |
Interest Rate | Nature of Financing (Note 2) |
Transaction Amount |
Reasons for Financing |
Allowance for Impairment Loss |
**Collateral ** | **Collateral ** | Financing Limit for Each Borrowing Company |
Financing Company’s Total Financing Amount Limits |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Item |
Value | |||||||||||||||
| 4 | Guangdong Union Logistics |
Zhuhai Unicizers Zhongshan Unicizers |
Receivable from related parties Receivable from related parties |
Yes Yes |
$ 130,056 (RMB 30,000 thousand ) 43,352 (RMB 10,000 thousand ) |
$ 130,056 (RMB 30,000 thousand ) 43,352 (RMB 10,000 thousand ) |
$ 130,056 (RMB 30,000 thousand ) 4,335 (RMB 1,000 thousand ) |
1.51% 1.51% |
2 2 |
$ - - |
Operating capital Operating capital |
$ - - |
- - |
$ - - |
$ 192,370 (RMB 44,374 thousand ) (Note 9) 192,370 (RMB 44,374 thousand ) (Note 9) |
$ 192,370 (RMB 44,374 thousand ) (Note 10) 192,370 (RMB 44,374 thousand ) (Note 10) |
| 5 | Jiangsu Union Logistics |
Panjin Union Chemical Panjin Union Materials |
Receivable from related parties Receivable from related parties |
Yes Yes |
173,408 (RMB 40,000 thousand ) 43,352 (RMB 10,000 thousand ) |
173,408 (RMB 40,000 thousand ) 43,352 (RMB 10,000 thousand ) |
166,905 (RMB 38,500 thousand ) 42,485 (RMB 9,800 thousand ) |
1.51% 1.51% |
2 2 |
- - |
Operating capital Operating capital |
- - |
- - |
- - |
254,880 (RMB 58,793 thousand ) (Note 11) 254,880 (RMB 58,793 thousand ) (Note 11) |
254,880 (RMB 58,793 thousand ) (Note 12) 254,880 (RMB 58,793 thousand ) (Note 12) |
| 6 | Taizhou Union Plastics |
Nanchong Unicizers Panjin Union Logistics Panjin Union Materials Panjin Union Chemical Taizhou Union Logistics ZhenJiang Union Chemical Taizhou Union Chemical Zhuhai Unicizers Zhongshang Unicizers |
Receivable from related parties Receivable from related parties Receivable from related parties Receivable from related parties Receivable from related parties Receivable from related parties Receivable from related parties Receivable from related parties Receivable from related parties |
Yes Yes Yes Yes Yes Yes Yes Yes Yes |
1,105,476 (RMB 255,000 thousand ) 346,816 (RMB 80,000 thousand ) 1,170,504 (RMB 270,000 thousand ) 1,473,968 (RMB 340,000 thousand ) 368,492 (RMB 85,000 thousand ) 130,056 (RMB 30,000 thousand ) 520,224 (RMB 120,000 thousand ) 260,112 (RMB 60,000 thousand ) 260,112 (RMB 60,000 thousand ) |
1,105,476 (RMB 255,000 thousand ) 260,112 (RMB 60,000 thousand ) 997,096 (RMB 230,000 thousand ) 1,473,968 (RMB 340,000 thousand ) 195,084 (RMB 45,000 thousand ) - 433,520 (RMB 100,000 thousand ) 260,112 (RMB 60,000 thousand ) 130,056 (RMB 30,000 thousand ) |
975,420 (RMB 225,000 thousand ) 260,112 (RMB 60,000 thousand ) 884,381 (RMB 204,000 thousand ) 1,343,912 (RMB 310,000 thousand ) 88,872 (RMB 20,500 thousand ) - 173,408 (RMB 40,000 thousand ) 86,704 (RMB 20,000 thousand ) 43,352 (RMB 10,000 thousand ) |
1.51% 1.51% 1.51% 1.51% 1.51% 1.51% 1.51% 1.51% 1.51% |
2 2 2 2 2 2 2 2 2 |
- - - - - - - - - |
Operating capital Operating capital Operating capital Operating capital Operating capital Operating capital Operating capital Operating capital Operating capital |
- - - - - - - - - |
- - - - - - - - - |
- - - - - - - - - |
2,899,642 (RMB 668,860 thousand ) (Note 13) 2,899,642 (RMB 668,860 thousand ) (Note 13) 2,899,642 (RMB 668,860 thousand ) (Note 13) 2,899,642 (RMB 668,860 thousand ) (Note 13) 2,899,642 (RMB 668,860 thousand ) (Note 13) 2,899,642 (RMB 668,860 thousand ) (Note 13) 2,899,642 (RMB 668,860 thousand ) (Note 13) 2,899,642 (RMB 668,860 thousand ) (Note 13) 2,899,642 (RMB 668,860 thousand ) (Note 13) |
5,799,283 (RMB 1,337,720 thousand ) (Note 14) 5,799,283 (RMB 1,337,720 thousand ) (Note 14) 5,799,283 (RMB 1,337,720 thousand ) (Note 14) 5,799,283 (RMB 1,337,720 thousand ) (Note 14) 5,799,283 (RMB 1,337,720 thousand ) (Note 14) 5,799,283 (RMB 1,337,720 thousand ) (Note 14) 5,799,283 (RMB 1,337,720 thousand ) (Note 14) 5,799,283 (RMB 1,337,720 thousand ) (Note 14) 5,799,283 (RMB 1,337,720 thousand ) (Note 14) |
| 7 | Sichung Logistics | Nanchong Unicizers | Receivable from related parties |
Yes | 151,732 (RMB 35,000 thousand ) |
- | - | 1.51% | 2 | - | Operating capital | - | - | - | 157,214 (RMB 36,265 thousand ) (Note 15) |
157,214 (RMB 36,265 thousand ) (Note 16) |
| 8 | Zhongshan Unicizers |
Panjin Union Chemical Zhuhai Unicizers |
Receivable from related parties Receivable from related parties |
Yes Yes |
130,056 (RMB 30,000 thousand ) 563,576 (RMB 130,000 thousand ) |
- 433,520 (RMB 100,000 thousand ) |
- 420,514 (RMB 97,000 thousand ) |
1.51% 1.51% |
2 2 |
- - |
Operating capital Operating capital |
- - |
- - |
- - |
2,980,825 (RMB 687,586 thousand ) (Note 17) 2,980,825 (RMB 687,586 thousand ) (Note 17) |
5,961,649 (RMB 1,375,173 thousand ) (Note 18) 5,961,649 (RMB 1,375,173 thousand ) (Note 18) |
| (Continued) |
- 56 -
| No. (Note 1) |
Financing Company |
Counter-party | Financial Statement Account |
Related Party |
Maximum Balance for the Period |
Ending Balance |
Actual Amount Drawn |
Interest Rate | Nature of Financing (Note 2) |
Transaction Amount |
Reasons for Financing |
Allowance for Impairment Loss |
**Collateral ** | **Collateral ** | Financing Limit for Each Borrowing Company |
Financing Company’s Total Financing Amount Limits |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Item |
Value | |||||||||||||||
| ZhenJiang Union Chemical |
Receivable from related parties |
Yes | $ 130,056 (RMB 30,000 thousand ) |
$ - | $ - | 1.51% | 2 | $ - | Operating capital | $ - | - | $ - | $ 2,980,825 (RMB 687,586 thousand ) (Note 17) |
$ 5,961,649 (RMB 1,375,173 thousand ) (Note 18) |
||
| 9 | Zhuhai Unicizers | Zhongshang Unicizers Nanchong Unicizers ZhenJiang Union Chemical |
Receivable from related parties Receivable from related parties Receivable from related parties |
Yes Yes Yes |
260,112 (RMB 60,000 thousand ) 130,056 (RMB 30,000 thousand ) 130,056 (RMB 30,000 thousand ) |
260,112 (RMB 60,000 thousand) 130,056 (RMB 30,000 thousand) - |
- - - |
1.51% 1.51% 1.51% |
2 2 2 |
- - - |
Operating capital Operating capital Operating capital |
- - - |
- - - |
- - - |
1,031,833 (RMB 238,013 thousand ) (Note 19) 1,031,833 (RMB 238,013 thousand ) (Note 19) 1,031,833 (RMB 238,013 thousand ) (Note 19) |
2,063,665 (RMB 476,025 thousand ) (Note 20) 2,063,665 (RMB 476,025 thousand ) (Note 20) 2,063,665 (RMB 476,025 thousand ) (Note 20) |
| 10 | Panjin Union Materials |
Panjin Union Chemical Panjin Union Logistics |
Receivable from related parties Receivable from related parties |
Yes Yes |
303,464 (RMB 70,000 thousand ) 86,704 (RMB 20,000 thousand ) |
- - |
- - |
1.51% 1.51% |
2 2 |
- - |
Operating capital Operating capital |
- - |
- - |
- - |
722,871 (RMB 166,745 thousand ) (Note 21) 722,871 (RMB 166,745 thousand ) (Note 21) |
1,445,742 (RMB 333,489 thousand ) (Note 22) 1,445,742 (RMB 333,489 thousand ) (Note 22) |
| 11 | Taizhou Union Chemical |
Taizhou Union Logistics Taizhou Union Plastics ZhenJiang Union Chemical Zhuhai Unicizers Nanchong Unicizers Zhongshang Unicizers |
Receivable from related parties Receivable from related parties Receivable from related parties Receivable from related parties Receivable from related parties Receivable from related parties |
Yes Yes Yes Yes Yes Yes |
130,056 (RMB 30,000 thousand ) 520,224 (RMB 120,000 thousand ) 130,056 (RMB 30,000 thousand ) 260,112 (RMB 60,000 thousand ) 260,112 (RMB 60,000 thousand ) 86,704 (RMB 20,000 thousand ) |
130,056 (RMB 30,000 thousand ) 173,408 (RMB 40,000 thousand ) - 130,056 (RMB 30,000 thousand ) - 86,704 (RMB 20,000 thousand ) |
21,676 (RMB 5,000 thousand ) - - - - - |
1.51% 1.51% 1.51% 1.51% 1.51% 1.51% |
2 2 2 2 2 2 |
- - - - - - |
Operating capital Operating capital Operating capital Operating capital Operating capital Operating capital |
- - - - - - |
- - - - - - |
- - - - - - |
1,269,257 (RMB 292,779 thousand ) (Note 23) 1,269,257 (RMB 292,779 thousand ) (Note 23) 1,269,257 (RMB 292,779 thousand ) (Note 23) 1,269,257 (RMB 292,779 thousand ) (Note 23) 1,269,257 (RMB 292,779 thousand ) (Note 23) 1,269,257 (RMB 292,779 thousand ) (Note 23) |
2,538,513 (RMB 585,558 thousand ) (Note 24) 2,538,513 (RMB 585,558 thousand ) (Note 24) 2,538,513 (RMB 585,558 thousand ) (Note 24) 2,538,513 (RMB 585,558 thousand ) (Note 24) 2,538,513 (RMB 585,558 thousand ) (Note 24) 2,538,513 (RMB 585,558 thousand ) (Note 24) |
| 12 | Panjin Union Logistics |
Panjin Union Chemical | Receivable from related parties |
Yes | 86,704 (RMB 20,000 thousand ) |
86,704 (RMB 20,000 thousand ) |
- | 1.51% | 2 | - | Operating capital | - | - | - | 503,197 (RMB 116,072 thousand ) (Note 25) |
1,006,393 (RMB 232,145 thousand ) (Note 26) |
| 13 | Panjin Union Chemical |
Panjin Union Materials Panjin Union Logistics |
Receivable from related parties Receivable from related parties |
Yes Yes |
86,704 (RMB 20,000 thousand ) 86,704 (RMB 20,000 thousand ) $ 15,259,229 |
86,704 (RMB 20,000 thousand ) 86,704 (RMB 20,000 thousand ) $ 10,142,812 |
69,363 (RMB 16,000 thousand ) 49,855 (RMB 11,500 thousand ) $ 6,624,196 |
1.51% 1.51% |
2 2 |
- - |
Operating capital Operating capital |
- - |
- - |
- - |
718,624 (RMB 165,765 thousand ) (Note 27) 718,624 (RMB 165,765 thousand ) (Note 27) |
1,437,249 (RMB 331,530 thousand ) (Note 28) 1,437,249 (RMB 331,530 thousand ) (Note 28) |
| (Continued) |
- 57 -
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 Materials. 11 for Taizhou Union Chemical. 12 for Panjin Union Logistics. 13 for Panjin 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 Materials’ 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 Materials’ net equity in latest financial statements which were audited or reviewed. Note 23: 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 24: 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. Note 25: 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 26: 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 27: 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 28: 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.
(Concluded)
- 58 -
TABLE 2
UPC TECHNOLOGY CORP.
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. (Note 1) |
Endorsement/ Guarantee Provider |
Guaranteed Party | Guaranteed Party | Limits on Endorsement/ Guarantee Amount Provided to Each Guaranteed Party |
Maximum Balance for the Period |
Ending Balance | Amount Actually Drawn |
Amount Endorsed/ Guaranteed by Collateralized by Properties |
Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements |
Maximum Endorsement/ Guarantee Amount Allowable |
Guarantee Provided by Parent Company |
Guarantee Provided by Subsidiary |
Guarantee Provided to Subsidiaries in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Nature of Relationship (Note 2) |
||||||||||||
| 0 | The Company | Taizhou Union Plastics Nanchong Unicizers Panjin Union Materials Panjin Union Chemical UPC Chemicals (Malaysia) Union Hong Kong |
b b b b b b |
$ 15,023,832 (Note 3) |
$ 614,100 (US$ 20,000 thousand) 2,861,232 (RMB 660,000 thousand) 1,177,007 (RMB 271,500 thousand) 3,945,032 (RMB 910,000 thousand) 1,535,250 (US$ 50,000 thousand) 707,977 (US$ 15,000 thousand) (EUR 7,281 thousand) |
$ 614,100 (US$ 20,000 thousand) 2,774,528 (RMB 640,000 thousand) 1,118,482 (RMB 258,000 thousand) 3,749,948 (RMB 865,000 thousand) 614,100 (US$ 20,000 thousand) 608,374 (US$ 15,000 thousand) (EUR 4,350 thousand) |
$ - 453,962 (RMB 104,715 thousand) 341,686 (RMB 78,817 thousand) 2,045,127 (RMB 471,749 thousand) - 224,278 (US$ 2,491 thousand) (EUR 4,350 thousand) |
$ - - - - - - |
2.04% 9.23% 3.72% 12.48% 2.04% 2.02% |
$ 45,071,496 (Note 3) |
Y Y Y Y Y Y |
N N N N N N |
Y Y Y Y N N |
| 1 | Zhenjiang Union Chemical | Jiangsu Union Logistics | d | 2,208,160 (Note 3) |
6,503 (RMB 1,500 thousand) |
- | - |
- |
- | 6,624,481 (Note 3) |
N | N | Y |
| 2 | Panjain Union Materials | Panjin Union Chemical | d | 722,871 (Note 3) |
52,283 (RMB 12,060 thousand) |
- | - |
- |
- | 2,168,613 (Note 3) |
N | N | Y |
| 3 | Zhongshan Unicizers | Panjin Union Chemical | d | 2,980,825 (Note 3) |
3,468 (RMB 800 thousand) |
- | - |
- |
- | 8,942,474 (Note 3) |
Y | N | Y |
| (Continued) |
- 59 -
Note 1: 0 for the Company. 1 for Zhenjiang Union Chemical. 2 for Panjain Union Materials 3 for Zhongshan Unicizers.
-
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, Zhenjiang Union Chemical, Panjain Union Materials and Zhongshan Unicizers are allowed to provide is up to 150% of the net equity of the latest financial statements of the Company, Zhenjiang Union Chemical, Panjain Union Materials and Zhongshan Unicizers 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, Zhenjiang Union Chemical, Panjain Union Materials and Zhongshan Unicizers which were audited or reviewed.
(Concluded)
- 60 -
TABLE 3
UPC TECHNOLOGY CORP.
MARKETABLE SECURITIES HELD DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Holding Company Name | Type and Name of Marketable Securities (Note 1) |
Relationship with the Company (Note 2) |
Financial Statement Account | December 31, 2023 | December 31, 2023 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares/Units (In Thousands) |
Carrying Amount (Note 3) |
Percentage of Ownership (%) |
Fair Value | |||||
| The Company UVC WCI TUI |
Domestic listed shares Lien Hwa Industrial Holdings Corp. MiTAC Holdings Corporation Domestic unlisted shares Lienhwa United LPG Harbinger Venture Capital Corp. Harbinger VI Venture Capital Corp. Domestic listed shares and emerging market shares ACTi Corporation Visco Vision Inc. Domestic unlisted shares Harbinger III Venture Capital Corp. Harbinger VI Venture Capital Corp. Harbinger VII Venture Capital Corp. Harbinger VIII Venture Capital Corp. Taiwan Mobile Communication INC. Mutual funds Capital Money Market Fund Domestic unlisted shares Lien Yung Investment Corporation Tong Da Investment Corporation Domestic listed shares Getac Technology Corporation Asia Polymer Corporation Taita Chemical Company, Limited Synnex Technology International Corporation |
With the same chairman〃The Company is its director With the same chairman With the same chairman With the same chairman |
Financial assets at FVTOCI - noncurrent〃〃〃〃〃〃〃〃〃〃〃Financial assets at FVTPL - current Financial assets at FVTOCI - noncurrent 〃Financial assets at FVTOCI - current 〃〃〃 |
153,290 99,803 4,923 7 3,214 387 123 15 739 5,299 10,950 447 413 9,217 4,848 2,006 14,311 8,855 4,950 |
$ 10,224,441 4,446,206 64,390 46 39,466 15,460 26,733 389 9,077 78,897 114,647 2,574 6,852 202,317 160,812 222,666 334,878 145,664 347,490 |
9.68 8.27 17.29 3.35 13.28 1.46 0.20 15.00 3.05 9.33 8.45 1.10 - 19.99 19.99 0.33 2.41 2.23 0.30 |
$ 10,224,441 4,446,206 64,390 46 39,466 15,460 26,733 389 9,077 78,897 114,647 2,574 6,852 202,317 160,812 222,666 334,878 145,664 347,490 |
(Continued)
- 61 -
| Holding Company Name | Type and Name of Marketable Securities (Note 1) |
Relationship with the Company (Note 2) |
Financial Statement Account | December 31, 2023 | December 31, 2023 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares/Units (In Thousands) |
Carrying Amount (Note 3) |
Percentage of Ownership (%) |
Fair Value | |||||
| CHL | Domestic unlisted shares Harbinger Venture Management Co., Ltd. Mitac Incorporated Foreign unlisted shares Budworth |
With the same chairman〃 |
Financial assets at FVTOCI - noncurrent〃〃 |
863 914 30 |
$ 18,668 63,512 2 |
19.99 0.22 3.33 |
$ 18,668 63,512 2 |
Note 1: Marketable Securities in this table are stocks, mutual funds and securities derived from these items under IFRS 9 “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 Tables 6 and Table 7 for the information of investments in subsidiaries and associates.
(Concluded)
- 62 -
TABLE 4
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, 2023
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Buyer/Seller | Related Party | Relationship | Transaction Details | Transaction Details | Abnormal Transaction | Abnormal Transaction | Notes/Accounts Receivable (Payable) |
Notes/Accounts Receivable (Payable) |
Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/ Sale |
Amount | % of Total | Payment Terms | Unit Price | Payment Terms | Ending Balance | % of Total | ||||
| The Company Taizhou Union Chemical Zhuhai Unicizers Zhenjiang Union Chemical Panjin Union Chemical UPC Chemicals (Malaysia) Union Hong Kong |
Zhenjiang Union Chemical Taizhou Union Chemical Panjin Union Chemical Zhenjiang Union Chemical Taizhou Union Plastics Nanchong Unicizers The Company Zhongshan Unicizers Zhenjiang Union Chemical Taizhou Union Chemical The Company Taizhou Union Chemical The Company Zhenjiang Union Chemical Zhongshan Unicizers Zhuhai Unicizers UPCM Chemicals (Thailand) UPCM Chemicals (Vietnam) Zhongshan Unicizers Taizhou Union Chemical Zhuhai Unicizers UPC Chemicals (Malaysia) |
Entity that the Company directly or indirectly invests in 〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃Entity that the Company directly or indirectly invests in 〃〃〃〃〃 |
Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale |
$ (442,360) (451,343) (1,404,286) (172,169) (242,867) (463,482) (472,654) (1,452,238) (277,038) (142,148) (114,639) (660,856) (140,901) (1,579,402) (186,273) (237,225) (980,059) (990,168) (105,013) (5,668,959) (1,965,815) (2,832,473) |
(8.00) (8.16) (25.39) (1.67) (2.36) (4.49) (3.35) (10.28) (1.96) (1.01) (0.79) (4.54) (1.20) (13.46) (1.59) (2.02) (17.23) (17.41) (0.99) (53.45) (18.54) (26.71) |
45 days, may be adjusted depending on the situation 45 days, may be adjusted depending on the situation 45 days, may be adjusted depending on the situation 30 days, may be adjusted depending on the situation 30 days, may be adjusted depending on the situation 30 days, may be adjusted depending on the situation 45 days, may be adjusted depending on the situation 30 days, may be adjusted depending on the situation 30 days, may be adjusted depending on the situation 30 days, may be adjusted depending on the situation 45 days, may be adjusted depending on the situation 30 days, may be adjusted depending on the situation 45 days, may be adjusted depending on the situation 30 days, may be adjusted depending on the situation 30 days, may be adjusted depending on the situation 30 days, may be adjusted depending on the situation 90 days, may be adjusted depending on the situation 90 days, may be adjusted depending on the situation 120 days, may be adjusted depending on the situation 120 days, may be adjusted depending on the situation 120 days, may be adjusted depending on the situation 120 days, may be adjusted depending on the situation |
$ 51,836 105,365 151,331 44,139 - 44,139 - 140,914 73,536 25,943 5,845 - - 497,465 110,129 57,161 239,380 262,714 194 606,695 667,593 458,511 |
8.71 17.71 25.44 3.86 - 3.86 - 10.41 5.43 1.92 0.68 - - 69.39 15.36 7.97 28.04 30.77 0.01 34.56 38.03 26.12 |
- 63 -
TABLE 5
UPC TECHNOLOGY CORP.
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Company Name | Related Party | Relationship | Ending Balance | Turnover Rate |
Overdue | Overdue | Amount Received in Subsequent Period (Note) |
Allowance for Impairment Loss |
|---|---|---|---|---|---|---|---|---|
| Amount | Actions Taken | |||||||
| The Company UPC Chemicals (Malaysia) Union Hong Kong Panjin Union Chemical Taizhou Union Chemical Zhuhai Unicizers CHL Zhongshan Unicizers Zhenjiang Union Chemical Taizhou Union Plastics Jiangsu Union Logistics Guangdong Union Logistics |
Panjin Union Chemical Taizhou Union Chemical UPCM Trading (Thailand) UPCM Trading (Vietnam) Taizhou Union Chemical Zhuhai Unicizers UPC Chemicals (Malaysia) Zhenjiang Union Chemical Zhongshan Unicizers Nanchong Unicizers Zhongshan Unicizers Union Hong Kong Zhuhai Unicizers Panjin Union Chemical Panjin Union Logistics ZhenJiang Union Torch Estate Panjin Union Materials Panjin Union Chemical Panjin Union Logistics Panjin Union Materials Nanchong Unicizers Taizhou Union Chemical Panjin Union Chemical Zhuhai Unicizers |
Entity that the Company directly or indirectly invests in〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃 |
Trade receivables $ 151,331 Trade receivables 105,365 Trade receivables 239,380 Trade receivables 262,714 Trade receivables 606,695 Trade receivables 667,593 Trade receivables 458,511 Trade and notes receivables 497,465 Trade and notes receivables 110,129 Trade and notes receivables 163,111 Trade and notes receivables 140,914 Other receivables 251,781 Other receivables 423,090 Other receivables 498,738 Other receivables 173,408 Other receivables 741,319 Other receivables 151,732 Other receivables 1,343,912 Other receivables 260,112 Other receivables 884,381 Other receivables 975,420 Other receivables 174,957 Other receivables 166,905 Other receivables 130,056 |
8.86 7.53 5.19 4.42 11.53 4.80 6.13 2.77 3.38 3.83 16.07 - - - - - - - - - - - - - |
$ - - - - - - - - - - - - - - - - - - - - - - - - |
$ 100,269 105,365 214,483 127,433 606,695 471,621 422,895 497,465 110,129 163,111 113,169 61,410 160,402 325,140 - - - 310,000 60,000 204,000 225,000 40,357 - 8,670 |
$ - - - - - - - - - - - - - - - - - - - - - - - - |
Note: It was the amount received as of March 6, 2024.
- 64 -
TABLE 6
UPC TECHNOLOGY CORP.
INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investor Company | Investee Company | Location | Main Businesses and Products |
Original Investment Amount | Original Investment Amount | As of December 31, 2023 | As of December 31, 2023 | As of December 31, 2023 | Net Income (Loss) of the Investee |
Share of Profit (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 |
December 31, 2022 |
Number of Shares (In Thousands) |
% | Carrying Amount |
|||||||
| The Company CHL |
CHL Glory Ace UVC WCI TUI UPC Chemicals (Malaysia) Star Bright Goldendust Natural Magic Props Pure Fantasy Modern Vantage Charmon Linkhope Reachworld Daywinn Dragonoble Pagerise Greaterise Granfaith Faithouse Union Hong Kong Harbinger Ruyi |
Tortola, British Virgin Islands Tortola, British Virgin Islands Tiding Blvd., Taipei City Nangang Rd., Taipei City Minsheng E. Rd., Taipei City Selangeor, Malaysia Tortola, British Virgin Islands 〃〃〃〃〃〃〃〃〃〃〃〃〃〃Tsimshatsui Kowloon, Hong Kong Tortola, British Virgin Islands |
Investment Trading Investment 〃〃Manufacturing and selling of PLASTICIZERS and PA Investment 〃〃〃〃〃〃〃〃〃〃〃〃〃〃Trading Investment |
$ 13,127,287 128,451 250,013 160,000 453,525 1,838,838 1,348 3,070,575 3,278,180 919,533 217,544 763,540 972,950 88,755 87,960 711,773 1,494,521 965,857 1,502,187 1,072,934 (Note3) (Note3) 913,293 30,465 |
$ 13,127,287 128,451 250,013 160,000 453,525 1,838,838 1,348 3,070,575 3,278,180 919,533 217,544 763,540 972,950 88,755 87,960 711,773 1,494,521 965,857 1,502,187 922,434 150,500 913,293 30,465 |
433,310 605 22,701 16,000 78,719 163,427 51 99,208 105,400 28,140 6,331 25,334 31,637 3,000 3,000 23,380 50,670 32,000 49,000 35,351 - 232,409 1,000 |
100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 - 100.00 28.57 |
$ 22,734,822 607,239 352,821 405,586 1,444,613 1,923,307 337,114 6,575,729 4,413,038 2,055,402 368,023 877,974 1,273,033 254,166 193,051 1,517,633 470,065 993,365 1,200,398 365,566 - 1,163,445 23,498 |
$ (676,666) 7,573 24,802 22,839 46,128 163,879 (16,213) (511,238) 289,517 17,696 (48,785) 89,166 (870) (729) 693 99,530 (206,780) (13,297) (250,370) (145,072) - 13,902 2,419 |
$ (676,666) 7,573 24,802 22,839 46,128 163,879 - - - - - - - - - - - - - - - - - |
Subsidiary〃〃〃〃〃Subsidiary 〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃Subsidiary’s investee company under the equity method |
(Continued)
- 65 -
| Investor Company | Investee Company | Location | Main Businesses and Products |
Original Investment Amount | Original Investment Amount | As of December 31, 2023 | As of December 31, 2023 | As of December 31, 2023 | Net Income (Loss) of the Investee |
Share of Profit (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 |
December 31, 2022 |
Number of Shares (In Thousands) |
% | Carrying Amount |
|||||||
| Star Bright UPC Chemicals (Malaysia) |
Logical Path Ltd. UPCM Trading (Thailand) UPCM Trading (Vietnam) |
Tsimshatsui Kowloon, Hong Kong Bangkok, Thailand Ho Chi Minh City Vietnam |
Investment Trading Trading |
$ 37 28,905 17,867 |
$ 37 28,905 17,867 |
10 30,000 (Note2) |
100.00 100.00 100.00 |
$ 337,204 28,815 15,679 |
$ (16,113) 20,101 3,503 |
$ - - - |
Subsidiary Subsidiary Subsidiary |
Note 1: Please refer to Table 7 for information of investees of Mainland China.
Note 2: Limited company.
Note 3: Granfaith acquired Faithouse in May 2023, and Faithouse was dissolved after the merger.
(Concluded)
- 66 -
TABLE 7
UPC TECHNOLOGY CORP.
INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investor Company | Investee Company | Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment (Note 1) |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Percentage of Ownership (%) |
Net Income (Loss) of the Investee Company |
Share of Profits/Losses (Note 2) |
Carrying Amount as of December 31, 2023 |
Accumulated Repatriation of Investment Income as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | ||||||||||||
| Goldendust Zhongshan Unicizers, Logical Path Ltd, Goldendust and Magic Props Zhongshan Unicizers, Logical Path Ltd, Pure Fantasy and Goldendust Charmon and Zhongshan Unicizers Modern Vantage Natural and Daywinn Linkhope Reachworld Dragonoble and Zhongshan Unicizers Zhenjiang Union Chemical Pagerise Greaterise Granfaith and Zhongshan Unicizers Taizhou Union Plastics |
Zhongshan Unicizers Zhenjiang Union Chemical Zhuhai Unicizers Taizhou Union Chemical Taizhou Union Logistics Taizhou Union Plastics Jiangsu Union Logistics Guangdong Union Logistics Panjin Union Chemical ZhenJiang Union Torch Estate Panjin Union Logistics Panjin Union Materials Nanchong Unicizers Panjin Union Plastics |
Manufacturing and selling of PLASTICIZERS and PA Manufacturing and selling of PLASTICIZERS and PA Manufacturing and selling of PLASTICIZERS, PA and MA Manufacturing and selling of PLASTICIZERS and PA Warehousing and storage services Manufacturing and selling of PVC Logistics Logistics Manufacturing and selling of PLASTICIZERS and PA Real Estate Management Warehousing and storage services Manufacturing and selling of MA and related derivatives Manufacturing and selling of PLASTICIZERS and PA Manufacturing and selling of VCM |
US$ 108,080 thousand US$ 77,340 thousand US$ 35,500 thousand US$ 63,400 thousand US$ 23,700 thousand US$ 168,780 thousand US$ 3,000 thousand US$ 3,000 thousand US$ 105,000 thousand RMB 60,000 thousand US$ 32,000 thousand US$ 49,000 thousand US$ 67,000 thousand RMB 4,000 thousand |
b. b. b. b. b. b. b. b. b. c. b. b. b. c. |
$ 2,484,411 543,823 - 466,785 648,157 3,068,081 88,755 87,960 1,494,521 - 965,857 1,502,187 922,434 - |
$ - - - - - - - - - - - - - - |
$ - - - - - - - - - - - - - - |
$ 2,484,411 543,823 - 466,785 648,157 3,068,081 88,755 87,960 1,494,521 - 965,857 1,502,187 922,434 - |
100 100 100 100 100 100 100 100 100 100 100 100 100 100 |
$ (442,715) 42,516 (274,345) (1,601) 89,238 389,254 (649) 772 (428,245) (9,724) (13,218) (250,261) (258,555) 121 |
$ (442,715) b.2) 42,516 b.2) (274,345) b.2) (1,601) b.2) 89,238 b.2) 389,254 b.2) (649) b.2) 772 b.2) (428,245) b.2) (9,724) b.2) (13,218) b.2) (250,261) b.2) (258,555) b.2) 121 b.2) |
$ 5,864,836 4,419,606 1,972,031 2,536,947 878,044 5,930,872 254,244 193,127 1,017,600 222,314 993,443 1,200,506 617,549 17,591 |
$ - - - - - - - - - - - - - - |
| (Continued) |
- 67 -
(Concluded)
| Accumulated Outward Remittance for Investment in Mainland China as of December 31, 2023 |
Investment Amount Authorized by Investment Commission, MOEA |
Upper Limit on Amount of Investment Stipulated by the Investment Commission, MOEA |
|---|---|---|
| $12,272,971 (Note 3) |
$15,205,977 (US$495,228 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, 2023:
-
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, 2023 is US$1=NT$30.705. 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.
- 68 -
TABLE 8
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, 2023 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
- Sales transactions
| Price and Payment Terms Investee Company Activities in the Third Area Comparison with Normal Transactions Panjing Union Chemical - The terms of transaction are the same as general business practices Taizhou Union Chemical - 〃Zhenjiang Union Chemical - 〃Purchase transactions Price and Payment Terms Investee Company Activities in the Third Area Comparison with Normal Transactions Zhuhai Unicizers - The terms of transaction are the same as general business practices Panjing Union Chemical - 〃Zhenjiang Union Chemical - 〃 |
Sales | Unrealized % Gain on Sale 25.39 $ - 8.16 - 8.00 - Purchases Price % $ 472,654 9.30 140,901 2.77 114,639 2.26 |
Ending Notes/Trade Receivable |
|---|---|---|---|
| Price $ 1,404,286 451,343 442,360 |
Balance % $ 151,331 25.44 105,365 17.71 51,836 8.71 Ending Notes/Trade Payable |
||
| Balance % $ - - - - 5,845 0.99 |
-
Purchase transactions
-
Transactions of endorsements/guarantees (refer to Note 28 and Table 2)
-
69 -
TABLE 9
UPC TECHNOLOGY CORP.
INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2023
| Name of Major Shareholder | Shares | Shares |
|---|---|---|
| Number of Shares |
Percentage of Ownership (%) |
|
| Lien Hwa Industrial Holdings Corp. Synnex Technology International Corporation |
424,880,973 68,992,033 |
31.12 5.05 |
-
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 1,364,924,607 shares.
-
70 -
UPC TECHNOLOGY CORP.
THE CONTENTS OF STATEMENTS OF MAJOR ACCOUNTING ITEMS
| Item Major Accounting Items in Assets, Liabilities and Equity Statement of cash Statement of trade receivables Statement of inventories Statement of changes in financial assets at fair value through other comprehensive income - non-current Statement of changes in investments accounted for using the equity method Statement of changes in property, plant and equipment Statement of changes in accumulated depreciation of property, plant and equipment Statement of deferred tax assets Statement of trade payables Statement of other payables Statement of long-term borrowings Statement of bonds payable Statement of deferred tax liabilities Major Accounting Items in Profit or Loss Statement of operating revenue Statement of operating costs Statement of operating expenses Statement of other gains and losses Statement of finance costs Statement of employee benefits, depreciation and amortization by function |
**Statement Index ** |
|---|---|
| 1 2 3 4 5 Note 11 Note 11 Note 22 6 Note 17 Note 14 Note 15 Note 22 7 8 9 Note 21 Note 21 Note 21 |
- 71 -
STATEMENT 1
UPC TECHNOLOGY CORP.
STATEMENT OF CASH DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Item Cash on hand Demand deposits Foreign currency deposits - mainly including US$714 thousand (US$1=NT$30.705) and RMB7,078 thousand (RMB1=NT$4.335) Checking accounts |
Amount $ 167 61,351 52,605 32,250 $ 146,373 |
|---|---|
- 72 -
STATEMENT 2
UPC TECHNOLOGY CORP.
STATEMENT OF TRADE RECEIVABLES DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Customer Number 029 034 033 012 007 028 Others (Note) Less: Allowance for impairment loss |
Amount $ 151,331 105,365 51,836 49,163 46,780 36,957 138,509 (2,059) $ 577,882 |
|---|---|
Note: The amount of individual customer included in others does not exceed 5% of the account balance.
- 73 -
STATEMENT 3
UPC TECHNOLOGY CORP.
STATEMENT OF INVENTORIES DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Item Finished goods Semi-finished goods Work in progress Raw materials Supplies Inventory in transit Less: Allowance for loss |
Amount | |
|---|---|---|
| Cost Net Realizable Value $ 480,266 $ 499,847 50,862 51,177 12,679 13,338 210,507 219,576 35,640 37,271 501,674 524,640 1,291,628 $ 1,345,849 (11,063) $ 1,280,565 |
- 74 -
STATEMENT 4
UPC TECHNOLOGY CORP.
STATEMENT OF CHANGES IN FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - NON-CURRENT FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investees Domestic listed companies Lien Hwa Industrial Holdings Corp. MiTAC Holdings Corporation Domestic unlisted companies Lienhwa United LPG Harbinger Venture Capital Corp. Harbinger VI Venture Capital Corp. |
Balance, January 1, 2023 Shares (In Thousands) Amount 143,262 $ 7,177,409 99,803 2,944,177 10,121,586 4,923 61,633 7 53 3,214 39,948 101,634 $ 10,223,220 |
Additions in Investment (Note 2) Shares (In Thousands) Amount 10,028 $ - - - - - - - - - - - $ - |
Unrealized Gains (Losses) on Financial Assets at Fair Value Decrease in Investment Shares (In Thousands) Amount - $ - $ 3,047,032 - - 1,502,029 - 4,549,061 - - 2,757 - - (7) - - (482) - 2,268 $ - $ 4,551,329 |
Balance, December 31, 2023 Shares (In Thousands) Amount Collateral 153,290 $ 10,224,441 No 99,803 4,446,206 No 14,670,647 4,923 64,390 No 7 46 No 3,214 39,466 No 103,902 $ 14,774,549 |
|---|---|---|---|---|
| Shares (In Thousands) 143,262 99,803 4,923 7 3,214 |
Shares (In Thousands) 10,028 - - - - |
Shares (In Thousands) - - - - - |
Shares (In Thousands) 153,290 99,803 4,923 7 3,214 |
Note 1: A par value is $10.
Note 2: Addition in investment was due to issuance of share dividends.
- 75 -
STATEMENT 5
UPC TECHNOLOGY CORP.
STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investees Unlisted companies CHL Glory Ace UVC WCI TUI UPC Chemicals (Malaysia) |
Balance, January 1, 2023 Shares (In Thousands) Amount 433,310 $ 23,743,079 605 599,874 22,701 393,390 16,000 295,300 78,719 1,385,027 163,427 1,762,048 $ 28,178,718 |
Additions in Investment (Note 2) Shares (In Thousands) Amount - $ - - - - - - - - - - - $ - |
Decrease in Investment (Note 3) Exchange Differences on Translating the Other Shares (In Thousands) Amount Share of Profit and Loss Financial Statements Comprehensive Income (Loss) - $ - $ (676,666) $ (331,429) $ (162) - - 7,573 (208) - - (41,881) 24,802 - (23,490) - (30,662) 22,839 - 118,109 - (75,884) 46,128 - 89,342 - - 163,879 (2,620) - $ (148,427) $ (411,445) $ (334,257) $ 183,799 |
Balance, December 31, 2023 Market Value Shares (In Thousands) % Amount or Net Assets Value 433,310 100 $ 22,734,822 $ 22,734,822 605 100 607,239 607,239 22,701 100 352,821 352,821 16,000 100 405,586 405,586 78,719 100 1,444,613 1,444,613 163,427 100 1,923,307 1,923,307 $ 27,468,388 $ 27,468,388 |
|---|---|---|---|---|
| Shares (In Thousands) 433,310 605 22,701 16,000 78,719 163,427 |
Shares (In Thousands) - - - - - - |
Shares (In Thousands) - - - - - - |
Shares (In Thousands) % 433,310 100 605 100 22,701 100 16,000 100 78,719 100 163,427 100 |
Note 1: A par value is $10, except for CHL and Glory Ace, whose par value is US$1 and UPC Chemicals (Malaysia) whose par value is MYR1.
Note 2: Decrease in investment was due to issuance of cash dividends.
- 76 -
STATEMENT 6
UPC TECHNOLOGY CORP.
STATEMENT OF TRADE PAYABLES DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Vendor Number L A1 Others (Note) |
Amount $ 509,810 58,268 28,307 $ 596,385 |
|---|---|
Note: The amount of individual vendor in others does not exceed 5% of the account balance.
- 77 -
STATEMENT 7
UPC TECHNOLOGY CORP.
STATEMENT OF OPERATING REVENUE FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Item Quantities (Metric Tons) Sale of goods Plasticizers 102,896 Anhydrides 6,957 Others 13,320 Gross sales Less: Sales return and allowance Net sales |
Amount $ 4,397,134 264,428 873,368 5,534,930 (4,222) $ 5,530,708 |
|---|---|
- 78 -
STATEMENT 8
UPC TECHNOLOGY CORP.
STATEMENT OF OPERATING COSTS FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Item Raw materials used Raw materials, beginning of year - including inventory in transit Raw material purchased Raw material sold Raw materials, end of year - including inventory in transit Direct labor Manufacturing expenses Manufacturing cost Work in progress and semi-finished goods, beginning of year Work in progress and semi-finished goods, end of year Cost of finished goods Finished goods, beginning of year Finished goods purchased Others Finished goods, end of year Unallocated fixed production overhead Reversal of inventory write-downs Cost of raw material sold Revenue from sale of scraps Cost of goods sold |
Amount $ 681,692 3,854,769 (5,896) (712,181) 3,818,834 58,368 407,150 4,283,902 86,860 (63,541) 4,307,221 437,756 787,496 (1,108) (480,266) 5,051,099 138,675 (6,043) 5,896 (479) $ 5,189,148 |
|---|---|
- 79 -
STATEMENT 9
UPC TECHNOLOGY CORP.
STATEMENT OF OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2023 (In Thousands of New Taiwan Dollars)
| Item Salaries - including bonuses, employee benefits and pension Labor and health insurance Remuneration of directors Exporting expense - including export ocean freight charge, harbor construction fee and customs clearance fee Inland freight charge Depreciation and amortization Professional fee Others (Note 2) |
Selling Expenses General and Administrative Expenses $ 4,610 $ 143,439 493 10,781 - 6,564 78,467 - 33,783 - 1,438 19,426 - 15,290 5,434 42,346 $ 124,225 $ 237,846 |
Total $ 148,049 11,274 6,564 78,467 33,783 20,864 15,290 47,780 $ 362,071 |
|---|---|---|
Note 1: The calculation basis of this statement is consistent with the basis of employee benefits expense.
Note 2: The expected credit gain of $78 thousand was included.
- 80 -