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VE WONG — Audit Report / Information 2021
Nov 15, 2021
51743_rns_2021-11-15_18b89eb4-2f1e-4ac6-9149-a9866ade23aa.pdf
Audit Report / Information
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VE WONG CORPORATION
Parent Company Only Financial Statements for the Years Ended December 31, 2021 and 2020 and Independent Auditors’ Report
For the convenience of readers, in independent auditors’ report and the accompanying parent company only 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 and difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and parent company only financial statements shall prevail.
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INDEPENDENT AUDITORS’ REPORT
To the Board of Directors and Shareholders of VE WONG CORPORATION
Opinion
We have audited the accompanying parent company only financial statements of VE WONG CORPORATION (the “Company”), which comprise the parent company only balance sheets as of December 31, 2021 and 2020, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other independent accountants, the accompanying parent company only financial statements present fairly, in all material respects, the accompanying parent company only financial position of the Company as of December 31, 2021 and 2020, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only 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. Based on our audits and the reports of other independent accountants, 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 parent company only financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Company’s parent company only financial statements for the year ended December 31, 2021 are stated as follows :
Recognize of Sales revenue
The main operating income of the Company is sales revenue. We consider that whether the recognition time of sales revenue was present fairly, is an area of high concern in the audit.
Refer to Note IV (XV) for accounting policies on revenue recognition. Refer to Note V (I) for critical accounting judgments and key sources of estimation uncertainty on revenue recognition.
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We performed the following audit procedures
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1.Understand and test the design and implementation effectiveness of the main internal control system for operating income.
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2.Understand and evaluate the rationality of the assumptions and methods for
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management to recognize sales revenue.
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3.The selected transaction conditions are not FOB Taiwan’s export transactions. Obtain the transaction conditions set by each customer for the export transaction, and select the period before and after the end of the reporting period to verify the export transaction vouchers to determine the appropriate deadline.
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4.For domestic sales (delivery agent) transactions, send confirmation letter or obtain agent’s transaction reconciliation data to determine whether the deadline is appropriate and the amount.
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5.Select the period prior to and after the end of the reporting period, to check the various vouchers to ensure that the sales, sales returns, and sales discounts have been properly closed.
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6.Reconcile the amount of income in the account with the amount issued by the invoice, and perform tests on major differences between the reconciled items.
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7.Perform analytical procedures to find out if there are any abnormalities in the recognition of sales revenue.
Whether the ending balance of Investments accounted for using equity method is fair
We believe that Investments accounted for using the equity method as an important and main asset of the company. Therefore, it will adopt Investments accounted for using the equity method ending balance and Share of profit or loss of subsidiaries and associates accounted for using the equity method as a key audit matters.
Refer to Note IV(VII) for accounting policies on investments accounted for using the equity method. Refer to Note V(IV) for critical accounting judgments and key sources of estimation uncertainty of investments accounted for using the equity method.
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We performed the following audit procedures
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1.Understand and test the design and implementation effectiveness of the main internal control system of the investment cycle.
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2.Understand and evaluate the management methods and procedures for managing investment, as well as the assumptions and methods for recognizing related investment gains and losses and other comprehensive gains and losses.
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3.Obtain or prepare a detailed list of investment changes, and check with the general ledger and subsidiary ledgers.
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4.Verify whether the accounting treatment of changes in equity is appropriate. 5.Verify whether the subsidiary or Associates adopts the same accounting policies as the company for similar transactions and events under similar circumstances, and if there are differences, whether it has been adjusted.
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When verify subsidiaries and using the equity method to recognize the share of profit and loss, understand the impact of major financial statements of major subsidiaries on the company’s financial statements, and determine the impact of Associates on the fair expression of the company’s financial reports in accordance with the Statements of Auditing Standards No. 51. If it is significant, it should be verify whether the financial report of the Associates has been processed in accordance with the " Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants " and the Statements of Auditing Standards.
7.Verify whether the unrealized gains and losses between Associates have been eliminated.
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8.Verify whether the Associates’ financial report date should be the same as that of the company. If there is a difference, whether to adjust the impact of major transactions or events that occurred between the Associates’ financial report date and the company’s financial report date; And check whether the difference between the end of the reporting period between the Associates and the company is less than three months.
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9.Verify whether there are any signs that the equity method of investment may be impaired, impairment testing and accounting treatment are appropriate.
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Evaluation Impairment of Investments accounted for using the equity method and Goodwill
The Company adopts the equity method of investment. When estimating the future recoverable amount, the estimation involves a number of assumptions, including determining the discount rate and adopting the prepared financial forecast for the next five years. It is prone to subjective judgment and highly advanced Uncertainty, resulting in a significant impact on the measurement of the recoverable amount, which in turn affects the estimation of the amount of goodwill impairment. Therefore, we believe that the Company assessment of the equity method of investment and goodwill impairment are the most important matters this year.
For the accounting policy on impairment, please refer to Note IV (XII) Impairment; to the major sources of uncertainty in the significant accounting judgments, estimates and assumptions in the assessment of impairment of goodwill, please refer to Note V (III). We performed the following audit procedures:
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1.Understand and test the design and implementation effectiveness of the main internal control system for impairment assessment.
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2.Verify whether there are any indication that the equity method of investment may be impaired, impairment testing and accounting treatment are appropriate.
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3.Verify whether there are indication that goodwill impairment may occur, impairment testing and whether the accounting treatment is appropriate.
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4.Assess the reasonableness of assumptions, future cash flow forecasts and discount rates used in impairment models.
Other – Using the reports of other independent accountants
Among the associates included in the financial statements of the Company, Hughes Biotech. Co., Ltd.(Hughes Biotech) which used the equity method to invest in 2021 and 2020, had its financial statements not audit by us, but was audited by other accountants. In addition, Koh Kong Sugar Industry Co., Ltd. (KSI) invested in Cambodia and Koh Kong Plantation Co., Ltd. (KPT) invested by the Best Founder Coporation which used the equity method, its financial statements are in accordance with Thai Financial Reporting Standard for Non-publicly Accountable entities have not been audited by us but by other accountants. We have performed the necessary review procedures for the conversion of the financial statements of KSI and KPT into preparations in accordance with generally accepted accounting principles in the Republic of China. Therefore, our opinion on the financial statements of Hughes Biotech and the financial statements of KSI and KPT that the amount and various financial disclosure information listed in the financial statements of the investee companies before the adjustment are based on the audit reports of other accountants. As of December 31, 2021 and 2020, the above-mentioned three companies used the equity method to invest in 74,025 thousand NTD and 92,555 thousand NTD, respectively, accounting for 1.05% and 1.36% of the total assets. From January 1st to December 31st, 2021 and 2020, the comprehensive profit and loss (including the share of the subsidiaries, associates and joint ventures recognized by the equity method and impairment loss) recognized by these investee companies was (18,413) thousand NTD and (32,170) thousand NTD, accounting for 0.80% and 1.39% of net operating income, respectively.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.
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In preparing the parent company only 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 members of the Audit Committee) are overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the parent company only 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 parent company only 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 parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient, appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
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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 parent company only financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonable be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Kuan Chao Lin and Ming Yu Wen.
PKF Taiwan Republic of China March 30, 2022
The accompanying parent company only 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, in independent auditors’ report and the accompanying parent company only 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 and difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and parent company only financial statements shall prevail.
As the parent company only financial statements are the responsibility of the management, PKF Taiwan cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive form the translation.
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VE WONG CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents Financial assets measured at amortized cost -current assets Notes receivable, net Notes receivable-related parties Accounts receivable, net Accounts receivable-related parties Other receivables- related parties Current tax assets Inventories Other financial assets Prepayments and other current assets Total current assets NONCURRENT ASSETS Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income Investments accounted for using equity method Property, plant and equipment Right-of-use assets Investments properties Deferred income tax assets Prepayments form equipment Refundable deposit Other noncurrent assets Total noncurrent assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term loans Notes payable Accounts payable Accounts payable-related parties Other payables Current tax liabilities Lease liabilities-current Other current liabilities Total current liabilities NONCURRENT LIABILITIES Net defined benefit liability Deferred income tax liabilities-land value increment tax Deferred income tax liabilities -income tax Lease liabilities-noncurrent Other Total noncurrent liabilities Total liabilities EQUITY Capital stock Common shares Capital surplus From treasury stock transactions From share of changes in equities of associates Retained earnings Appropriated as legal capital reserve Appropriated as special capital reserve Unappropriated earnings Other equity Treasury stock Total equity SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS TOTAL |
Note IV VI(I) VI(II) VI(III) VI(III) 、VIIVI(III) VI(III) 、VIIVII VI(XVII ) VI(IV) VI(VII) VI(XII) 、VIIIV VI(V) VI(VI) VI(VIII) VI(IX) 、VIIIVI(X) VI(XI) 、VIIIVI(XIV) VI(XII) 、VIIIV VI(XIII) 、VIIVII VII VI(XVII) VI(XIV) IV VI(XV) VI(XVII) VI(XIV) IV 、VI(XVIII)VI(VIII) 、VI(XIX)IX 、XII |
%$ 223,406 3 82,890 1 103,057 2 - - 201,092 3 848 - 15,790 - 2,807 - 379,992 5 599,964 9 6,454 - 1,616,300 23 - - 172,984 2 3,967,525 57 763,125 11 40,327 1 355,607 5 25,477 - 52,254 1 31,183 - 8,381 - 5,416,863 77 $ 7,033,163 100 $ 820,000 12 31,616 - 164,571 2 40,629 1 152,526 2 - - 12,420 - 5,973 - 1,227,735 17 189,250 3 139,094 2 177,613 3 26,552 - 3,246 - 535,755 8 1,763,490 25 2,400,000 34 40,970 1 167,367 2 419,563 6 1,005,964 14 1,238,921 18 35,352 1 (38,464) (1) 5,269,673 75 $ 7,033,163 100 Decebmer 31, 2021 Amount |
%$ 246,424 3 28,050 1 83,542 1 1 - 183,046 3 855 - 11,961 - 12,195 - 363,495 5 314,781 5 21,725 - 1,266,075 18 44,895 1 136,808 2 4,100,719 60 765,786 11 35,402 1 364,672 5 30,375 1 34,503 1 25,307 - 5,025 - 5,543,492 82 $ 6,809,567 100 $ 680,000 10 9,432 - 158,251 2 47,676 1 148,941 2 38,755 1 11,757 - 8,060 - 1,102,872 16 202,110 3 139,094 2 183,747 3 22,277 - 4,046 - 551,274 8 1,654,146 24 2,400,000 36 38,447 1 167,367 2 376,906 6 1,005,964 15 1,121,449 16 83,752 1 (38,464) (1) 5,155,421 76 $ 6,809,567 100 Amount Decebmer 31, 2020 |
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The accompanying notes are an integral part of the parent company only financial statements. (With PKF Taiwan auditors' report dated March 30, 2022)
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VE WONG CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Item NET REVENUE OPERATING COSTS GROSS PROFIT OPERATING EXPENSES Marketing General and administrative Research and development Expected credit loss on trade receivables Total operating expenses INCOME FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Other income Other gains and losses Finance costs Share of profit or loss of subsidiaries and associates accounted for using the equity method Impairment loss Total non-operating income PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) 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 Share of the other comprehensive income (loss) of subsidiaries and associates 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 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 FOR THE YEAR EARNINGS PER SHARE Basic Diluted |
Note IV 、VI(XXII)、VIIIV 、VI(IV)、VIIIVVI(XXIII) VI(XXIV) VI(XXV) VI(VIII) VI(VIII) 、VI(IX)、VI(XI)IV 、VI(XVII)IVIV 、IV(XX) |
$ 2,311,453 1,642,784 668,669 414,555 109,350 9,768 179 533,852 134,817 1,463 7,045 33,463 (7,882) 359,883 (8,808) 385,164 519,981 (72,103) 447,878 (18,412) 36,176 39,581 - 57,345 (129,494) - (129,494) (72,149) $ 375,729 $ 1.88 $ 1.88 Amount 2021 |
%100 71 29 18 5 - - 23 6 - - - - 16 - 16 22 (3) 19 - - - - - (6) - (6) (6) 13 |
$ 2,321,441 1,617,516 703,925 417,046 106,113 8,492 1,211 532,862 171,063 1,683 6,307 7,017 (8,160) 341,801 (2,993) 345,655 516,718 (87,622) 429,096 (6,106) (6) (3,135) - (9,247) (114,804) - (114,804) (124,051) $ 305,045 $ 1.81 $ 1.81 Amount 2020 |
%100 70 30 18 5 - - 23 7 - - - - 15 - 15 22 (4) 18 - - - - - (5) - (5) (5) 13 |
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The accompanying notes are an integral part of the parent company only financial statements. (With PKF Taiwan auditors' report dated March 30, 2022)
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VE WONG CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(In Thousands of New Taiwan Dollars)
ItemBALANCE, JANUARY 1, 2020 Appropriation of the 2019 earnings Legal reserve Cash dividends(10%) Net profit for year ended December 31, 2020 Other comprehensive income (loss) for year ended December 31, 2020 net of income tax Total comprehensive income for the year ended December 31, 2020 Changes in equity from investments in associates accounted for using the equity method Dividends distributed to subsidiaries to adjust capital surplus BALANCE, DECEMBER 31, 2020 Appropriation of the 2020 earnings Legal reserve Cash dividends(11%) Net profit for year ended December 31, 2021 Other comprehensive loss for year ended December 31, 2021, net of income tax Total comprehensive income (loss) for the year ended December 31, 2021 Dividends distributed to subsidiaries to adjust capital surplus BALANCE, DECEMBER 31, 2021 |
$ 2,400,000 - - - - - - - 2,400,000 - - - - - - $ 2,400,000 Ordinary Shares |
$ 36,153 $ 76,812 - - - - - - - - - - - 90,555 2,294 - 38,447 167,367 - - - - - - - - - - 2,523 - $ 40,970 $ 167,367 From share of changes in equities of associates Capital Surplus From treasury stock transactions |
$ 331,218 45,688 - - - - - - 376,906 42,657 - - - - - $ 419,563 Legal Reserve |
$ 1,005,964 $ 980,569 - (45,688) - (240,000) - 429,096 - (2,528) - 426,568 - - - - 1,005,964 1,121,449 - (42,657) - (264,000) - 447,878 - (23,749) - 424,129 - - $ 1,005,964 $ 1,238,921 Special Reserve Unappropriated Earnings Retained Earnings |
$ 74,695 - - - (114,804) (114,804) - - (40,109) - - - (129,494) (129,494) - $ (169,603) Exchange Differences on Translating the Financial Statements of Foreign Operations Othe |
$ 130,580 - - - (6,719) (6,719) - - 123,861 - - - 81,094 81,094 - $ 204,955 r Equity Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income |
$ (38,464) - - - - - - - (38,464) - - - - - - $ (38,464) Treasury stock |
$ 4,997,527 - (240,000) 429,096 (124,051) 305,045 90,555 2,294 5,155,421 - (264,000) 447,878 (72,149) 375,729 2,523 $ 5,269,673 Total Equity |
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The accompanying notes are an integral part of the parent company only financial statements. (With PKF Taiwan auditors' report dated March 30, 2022)
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VE WONG CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(In Thousands of New Taiwan Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:Profit before income tax Adjustments for :Depreciation expense Amortization expense Expected credit loss on trade receivables (Reversal of allowance) provision for inventory market price decline Loss on inventories scrap Loss on disposal of property, plant and equipment Impairment loss Share of profit of subsidiaries and associates accounted for using the equity method Finance costs Dividend income Interest income Gain on fair value change of financial assets at fair value through profit or loss Changes in operating assets and liabilities Increase in notes receivable Decrease (increase) in trade receivables Decrease (increase) in other receivables Decrease (increase) in prepayments and other current assets Decrease (increase) in inventories Increase in other noncurrent assets Increase in notes payable and trade payable Increase (decrease) in other payables Increase (decrease) in other current liabilities Net defined benefit liabilities Cash generated from operations Dividends received from subsidiaries Other dividends received Interest received Interest paid Income tax received Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES :Increase in financial assets measured at amortized cost Proceeds from disposal financial assets at fair value through profit or loss Increase in other financial assets Acquisition of property, plant and equipment Increase in prepaid equipment purchase Decrease (increase) in refundable deposit Increase in other noncurrent assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES :Increase (decrease) in short-term borrowings Payment of the principal portion of lease liabilities Increase (decrease) in other noncurren liabilities Dividends paid Net cash used in financing activities NET DECREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
$ 519,981 74,892 7,132 179 (1,554) 5,021 279 8,808 (359,883) 7,882 (7,045) (1,463) (6,573) (19,514) (18,218) (3,829) 16,124 (19,964) (884) 21,457 3,495 (2,087) (31,272) 192,964 396,879 7,045 610 (7,792) 19,289 (121,995) 487,000 (54,840) 51,468 (285,183) (28,560) (38,485) (5,876) (9,604) (371,080) 140,000 (14,138) (800) (264,000) (138,938) (23,018) 246,424 $ 223,406 2021 |
$ 516,718 82,983 6,310 1,211 1,196 4,458 3,039 2,993 (341,801) 8,160 (6,307) (1,683) (7,219) (416) 10,339 362 (928) 21,381 (2,196) 16,919 (3,359) 1,204 (22,142) 291,222 362,619 6,307 1,622 (8,302) - (57,411) 596,057 (28,050) - (314,022) (15,115) (34,381) 65 (4,491) (395,994) (70,000) (14,069) 482 (240,000) (323,587) (123,524) 369,948 $ 246,424 2020 |
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The accompanying notes are an integral part of the parent company only financial statements. (With PKF Taiwan auditors' report dated March 30, 2022)
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VE WONG CORPORATION
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2021 AND 2020
(Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
I. GENERAL
VE WONG CORPORATION (the “Company”), was formerly known as "China Yeast Industry Co., Ltd.", was incorporated in April, 1959 in accordance with the Company Law and other relevant laws and regulations. It was renamed "VE WONG CORPORATION'' in May 1979. The Company’s shares have been listed and traded on the Taiwan Stock Exchange since 1963.
The main business of the company is the production and sales of monosodium glutamate, soy sauce, instant noodles, canned food and beverages, as well as residential and building development, leasing and sales, industrial plant development, leasing and sales, investment and construction of public construction, and import of foreign tobacco, alcohol and beverages.
II. THE AUTHORIZATION OF FINANCIAL STATEMENTS
The accompanying parent company only financial statements were approved and authorized for issue by the Board of Directors on March 30, 2022.
III. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- (I)Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.
New standards, interpretations and amendments endorsed by FSC effective since 2021 are as follows :
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Effective Date Issued
New, Revised or Amended Standards and Interpretations
by IASB
Amendments to IFRS 4 “' Temporary exemption for delayed January 1, 2021
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ollows:New, Revised or Amended Standards and Interpretations Amendments to IFRS 4 “' Temporary exemption for delayed |
Effective Date Issued by IASB January 1, 2021 |
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| application of IFRS 9” | |
| Amendments to, IFRS 4, IFRS 7, IFRS 9, IFRS 16 and IAS 39 | January 1, 2021 |
| “Interest Rate Benchmark Reform - Phase 2 | |
| Amendments to, IFRS 16-Related Discussions with COVID-19 | April 1, 2021 |
| after June 30, 2021 |
The above-mentioned amendments to IFRS 16 " Related Discussions with COVID-19 after June 30, 2021" can be applied in advance of January 1, 2021. The initial application of the amendments to the IFRSs endorsed and issued into effect by the FSC did not have a significant effect on the Company’s accounting policies.
- (II)Amendments to the IFRSs issued by International Accounting Standards Board (IASB) and endorsed by the FSC with effective date starting 2022
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Effective Date Issued
New, Revised or Amended Standards and Interpretations
by IASB
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| New, Revised or Amended Standards and Interpretations | Effective Date Issued by IASB |
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| Amendments to IFRS 3 “Reference to the Conceptual Framework” | January 1, 2022 |
| Amendments to IAS 16 “Property, Plant and Equipment - | January 1, 2021 |
| Proceeds before Intended Use” | |
| Amendments to IAS 37 “Onerous Contracts–Cost of Fulfilling a | April 1, 2022 |
| Contract” | |
| Annual Improvements to IFRS Standards 2018 - 2020 Cycle | January 1, 2022 |
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(III)The IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC
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| New, Revised or Amended Standards and Interpretations | ecv by IASB |
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| Amendments to IFRS 10 and IAS 28 “Sale or Contribution of | To be |
determined | by |
| Assets between an Investor and its Associate or Joint Venture” | IASB | ||
| IFRS 17 “Insurance Contracts” | January | 1, 2023 | |
| Amendments to IAS 1 “Classification of Liabilities as Current or | January | 1, 2023 | |
| Noncurrent” | |||
| Amendments to IAS 1 “Disclosure of Accounting Policies” | January | 1, 2023 | |
| Amendments to IAS 8 “Definition of Accounting Estimates” | January | 1, 2023 | |
| Amendments to IAS 12 “Deferred Tax related to Assets and | January | 1, 2023 | |
| Liabilities arising from a Single Transaction” |
As of the date the accompanying parent company only financial statements were authorized for issue, the Company continues in evaluating the impact on its financial position and financial performance as a result of the initial adoption of the aforementioned standards or interpretations. The related impact will be disclosed when the Company completes the evaluation.
IV. Summary of Significant Accounting Policies
The summary of the significant accounting policies adopted by the parent company only financial statements is described as follows:
(I)Statement of compliance
The accompanying parent company only financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
(II)Basis of Preparation
The financial statements have been prepared on the historical cost basis, except for financial instruments which are measured at fair values and net defined benefit liabilities that are determined by deducting the fair value of plan assets from the present value of the defined benefit obligation.
When preparing these parent company only financial statements, the Company used the equity method to account for its investment in subsidiaries and associates. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in these 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 treatment between parent company only basis and consolidated basis were made to the investments accounted for by the equity method, the share of profit or loss of subsidiaries and associates, the share of other comprehensive income of subsidiaries and associates and the related equity items, as appropriate, in these parent company only financial statements.
(III)Classification of assets and liabilities as current and non-current
Current assets are assets held for trading purposes and assets expected to be converted to cash, sold or consumed within 12 months from the end of the reporting period. Current liabilities are obligations incurred for trading purposes and obligations expected to be settled within 12 months from the end of the reporting period. Assets and liabilities that are not classified as current are noncurrent assets and liabilities, respectively.
(IV)Foreign currency
Items include in the financial statements are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The parent company only financial statements are presented in New Taiwan Dollars, which is the Company’s junctional and presentation currency.
In preparing the parent company only financial statements, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in
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foreign currencies are retranslated at the rates prevailing at that date. Such exchange differences are recognized in profit or loss in the year 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 on 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 in terms of historical cost in foreign currencies are not retranslated
For the purposes of presenting parent company only financial statements, the assets and liabilities of the Company’s foreign operations are translated into NT$ using the exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in equity.
(V)Cash and cash equivalent
Cash and cash equivalent include cash reserves, and current deposit balance, and the Bank deposits of which the principal maturity is under 3 months, and highly liquid investments that are readily convertible to known amounts of cash with insignificant risk of changes in value.
(VI)Inventory
Inventories are recorded at cost and calculated using the weighted average method. When calculating product costs, variable manufacturing expenses are amortized based on actual output, and fixed manufacturing expenses are amortized based on the normal production capacity of production equipment. However, when the actual output is not much different from the normal output, it can also be amortized. According to the actual output; if the actual output is abnormally higher than the normal capacity, it will be allocated according to the actual output.
Inventories are measured at the lower of cost or net realizable value. Net realizable value refers to the estimated selling price, minus the estimated cost to be completed and the estimated cost required to complete the sale. When the comparative cost and the net realizable value are lower, the comparison is made item by item. If the net realizable value of the finished product is expected to be equal to or higher than the cost, the raw materials used for the production of the finished product will not be offset below the cost. When the price of the raw materials drops and the cost of the finished product exceeds the net realizable value, The raw material is reduced to the net realizable value. The amount of inventory reduced from cost to net realizable value is recognized as cost of goods sold, and the net realizable value of inventory is re-measured in each subsequent period. If the previous factors that caused the net realizable value of inventory to be lower than the cost have disappeared, there may be evidence When the net realizable value increases due to changes in economic conditions, the increase in the net realizable value of inventories is reversed within the scope of the original write-off amount and recognized as the decrease in the cost of goods sold for the current year.
(VII)Investments accounted for using equity method
Investments accounted for using the equity method include investments in subsidiaries and associates. Financial statements of subsidiaries and associates are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Company. In any case, the difference between the end of the reporting period of the financial statements of subsidiaries and associates and the Company shall not exceed 3 months.
1.Investment in subsidiaries
Subsidiaries are the entities controlled by the Company.
Under the equity method, 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 the equity of subsidiaries attributable to the Company.
Changes in the Company’s ownership interest in a subsidiary that do not result in the Company losing control of the subsidiary are equity transactions. The Company recognizes directly in equity any difference between the carrying amount of the investment and the fair value of the consideration paid or received.
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When the Company’s share of losses of a subsidiary exceeds its interest in that subsidiary (which includes any carrying amount of the investment accounted for by the equity method and long-term interests that, in substance, form part of the Company’s net investment in the subsidiary), the Company continues recognizing its share of further losses.
Profits and losses resulting from downstream transactions are eliminated in full in the financial statements. Profits and losses transactions from upstream and transactions between subsidiaries are recognized in the financial statements only to the extent of interests in the subsidiaries that are not related to the Company.
2.Investment in associates
The Company uses the equity method to account for its investments in associates
An associate is an entity over which the Company has significant influence and that is neither a subsidiary nor an interest in a joint venture.
Under the equity method, an investment in an associate is initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the associate. The Company also recognizes the changes in the Company’s share of the equity of associates attributable to the Company. When the Company’s share of losses of an associate equals or exceeds its interest in that associate, the Company discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Company has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.
Any excess of the cost of acquisition over, the Company’s share of the net fair value of the identifiable assets and liabilities of an associate at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Company’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.
When the Company subscribes for additional new shares of the associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Company’s proportionate interest in the associate. The Company records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus. If the Company’s ownership interest is reduced due to the additional subscription of the new shares of associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required if the investor had directly disposed of the related assets or liabilities.
When the Company transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the financial statements only to the extent of interest in the associate that are not related to the Company.
(VIII)Property, plant and equipment
Property, plant and equipment in the course of construction for production, supply or administrative purposes are carried at cost, less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such properties are depreciated and classified in the appropriate categories of property, plant and equipment when completed and ready for intended use.
Depreciation is recognized so as to write off the cost of the assets less their residual values over their useful lives, and it is computed using the straight-line method mainly over the following estimated useful lives: buildings - 15 to 55 years; machinery and equipment - 5 to 15 years; and Transportation Equipment 5 to10 years; Miscellaneous equipment 3 to 8 years; Other equipment 3 to 12 years; 及 Idled Assets 8 to 20 years;. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimates accounted for on a prospective basis.
Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.
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(IX)Leases
If a contract transfers control over the use of an identified asset for a period of time in exchange for consideration, the contract is a lease or includes a lease.
Lessor
The lessor classifies each lease as an operating lease or a finance lease. A lease that transfers almost all the risks and rewards attached to the ownership of the underlying asset is a financial lease; if a lease does not transfer almost all the risks and rewards attached to the ownership of the underlying asset, it is an operating lease.
If it is an operating lease, the lessor recognizes the lease payments as income on a straightline basis, but if other systematic basis is more representative of the form of reduced use efficiency of the underlying asset, this basis applies. If it is a financial lease, the lessor shall recognize the financial lease receivables and the unearned financial income of the financial lease on the lease start date, and adopt a systematic and reasonable basis to allocate the financial income to the lease period, so that each period of the lease period has a fixed rate of return.
Lessee
The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of the lease. The right-of-use asset is measured at cost, and the lease liability is based on the present value of the lease payment not yet paid on that date.
The right-of-use asset shall be depreciated, and its depreciation period shall be the earlier of the period from the beginning of the lease to the end of the useful life of the right-of-use asset or the expiration of the lease term; However, if the lessee will acquire the ownership of the leased asset at the end of the lease term, or if the cost of the right-of-use asset reflects the exercise of the purchase option, the depreciation period is from the lease start date to the end of the useful life of the underlying asset.
Lease liabilities use the effective interest rate method to calculate interest expenses, so that the interest rate of each period calculated based on the lease liability balance is fixed. Lease payments are used to pay interest and reduce lease liabilities. The interest on lease liabilities is recognized in profit or loss.
(X)Investment properties
If the company’s property is not for sale at the end of the reporting period, nor is it used for the production or provision of goods or services, or for management purposes, it is classified as investment properties.
An investment property is stated initially at its cost and measured subsequently using the cost model. Buildings on investment property are computed using the straight-line method mainly over the following estimated useful lives of 20 years. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimates accounted for on a prospective basis.
(XI)Intangible Assets
1.Goodwill
The Company chose to apply the exemption provisions of IFRS 1 for business combinations that occurred before January 1, 2012 (the date of transition to IFRS). Therefore, for the amount of goodwill generated by business combinations before that date, it is presented based on the amount recognized by the generally accepted accounting principles before adopted the IFRS. At the time of initial recognition, it is recognized as an asset at the original cost, and it will not be amortized in the subsequent period. It is measured by cost minus accumulated impairment.
2.Other intangible assets
Other separately acquired intangible assets with a limited useful life are presented at cost minus accumulated amortization and accumulated impairment. The amortization amount is calculated on the basis of the 3 year service life based on the straight-line method. The estimated service life and amortization method are reviewed at the end of the reporting period. If there is any change in the estimate, the impact will be postponed and adjusted.
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(XII)Impairment of asset
At the end of each reporting period, the Corporation reviews the carrying amounts of its assets, to determine whether there is any indication that those assets have suffered an 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 Corporation estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.
The recoverable amount is the higher of fair value less costs to sell and value in use. Value in use is evaluated based on the present value of estimated future cash flows, discounted at the current market-determined rate, and certain risk assumptions which impact future cash flows.
If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset, cash-generating unit or assets related to contract costs 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, cash-generating unit or assets related to contract costs in prior years. A reversal of an impairment loss is recognized in profit or loss.
(XIII)Financial instruments
Financial assets and financial liabilities are recognized only when the company becomes a party to the contractual terms of financial instruments. At the time of initial recognition, it should be measured at fair value. If it is not a financial asset or financial liability that is measured at fair value through profit or loss, the transaction costs directly attributable to the acquisition or the issuance of the financial asset or financial liability should be added or subtracted. However, accounts receivable that do not contain a significant financial component should be measured as the transaction price when initially recognized.
Financial assets are only delisted when one of the following conditions is met: (1) Invalidation of contractual rights from cash flow of financial assets; (2) Almost all risks and rewards of transferring ownership of financial assets, or almost all risks and rewards of ownership of the financial assets are neither transferred nor retained, and control of the financial assets is not retained.
For financial products with an active market, the fair value is based on the publicly quoted prices in the active market; for financial products without an active market, the fair value is estimated by the evaluation method.
The recognition and delisting of conventional transaction financial assets are based on the transaction day accounting treatment.
1. Financial assets
Financial assets are based on the business model of managing financial assets and the contractual cash flow characteristics of financial assets. Financial assets held by the Company are classified into measured at amortized cost, at fair value through profit or loss and at fair value through other comprehensive income.
Measured at amortized cost
If a financial asset meets the following two conditions at the same time, it will be measured at the amortized cost. :
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a. Financial assets are held under a certain business model. The purpose of this model is to hold financial assets to collect contractual cash flows.
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b. The contractual terms of the financial asset generate cash flows on a specific date, and these cash flows are all interest on the payment of the principal and the amount of principal in circulation.
-
For financial assets measured at amortized cost, their benefits or losses are recognized in profit and loss, but if they are part of a hedging relationship, they are treated as hedging accounting.
Interest income is calculated using the effective interest method.
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At fair value through other comprehensive income
If a financial asset meets the following two conditions at the same time, it will be measured at fair value through other comprehensive income:
-
a. Financial assets are held under a certain business model whose purpose is achieved by collecting contractual cash flows and selling financial assets; and
-
b. The contractual terms of the financial asset generate cash flows on a specific date, and these cash flows are all interest on the payment of the principal and the amount of principal in circulation.
Benefits or losses are recognized in other comprehensive profit and loss, except for derogation benefits or losses and foreign currency exchange gains and losses. When assets are delisted, the accumulated benefits or losses listed in other comprehensive profit and loss are reclassified from equity to profit and loss.
If the investment in a specific equity instrument that should be measured at fair value through profit and loss is not held for trading, nor is it a contingent consideration recognized in a business combination, an irrevocable choice can be made at the time of initial recognition and its subsequent fairness Changes in value are reported in other comprehensive income. In this case, the profit or loss is recognized in other comprehensive profits and losses, but dividends that are not investment cost recovery are included in the profits and losses. When assets are delisted, the accumulated benefits or losses listed in the other comprehensive profit and loss shall not be reclassified to profit and loss.
Measured at fair value through profit and loss
Financial assets are all measured at fair value through profit and loss, except when measured at amortized cost or at fair value through other comprehensive profits and losses.
At the time of initial recognition, financial assets can be irrevocably designated as measured at fair value through profit and loss to eliminate or significantly reduce. If not designated, it will be measured by using different basis to measure assets or liabilities or recognizing its benefits and losses. Or the recognition is inconsistent.
The benefit or loss is recognized in the profit and loss, but if it is part of the hedging relationship, it shall be treated as hedging accounting.
2. Financial liabilities
Financial liabilities shall be classified as measured at amortized cost, except for derivatives that do not comply with hedging accounting, designated as measured at fair value through profit and loss, and contingent consideration in a business combination that shall be classified as measured at fair value through profit or loss. Measured, except for financial liabilities that are not in compliance with delisted transfers or continuous participation in transferring assets, financial guarantee contracts, and commitments to provide loans at lower than market interest rates.
3. Impairment
Financial assets measured at amortized cost, financial assets measured at fair value through other comprehensive gains and losses, contract assets and loan commitments under applicable impairment regulations, and financial guarantee contracts to measure impairment based on the expected credit loss model. If the credit risk of a financial instrument has increased significantly since its initial recognition, the allowable loss is measured in the amount of expected credit loss during the duration of each reporting day; If the credit risk of a financial instrument has not increased significantly since the initial recognition, the 12-month expected credit loss amount will be used to measure the allowable loss on the reporting date. However, the company’s impact on transactions within the scope of IFRS 15 For accounts receivable or contract assets that do not contain significant financial components, the simplified method is adopted to measure the allowable loss based on the expected credit loss amount during the duration.
(XIV)Reserve for liabilities
The reserve for liabilities shall be recognized when the Company has a present obligation as a result of a past event, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
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(XV)Revenue Recognition
Revenue is measured by the expected consideration in which the Company has the right to acquire from the product transfer or labor service.
The Company recognizes revenue from contracts with customers by applying the following steps:
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(1) Identify the contract with a customer;
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(2) Identify the performance obligations in the contract;
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(3) Determine the transaction price;
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(4) Allocate the transaction price to the performance obligations in the contract; and
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(5) Recognize revenue when (or as) the entity satisfies its performance obligations
The company provides goods in accordance with the contract, recognizes revenue when meeting performance obligations, and usually meets performance obligations when transferring goods. The revenue generated by the provision of labor services in accordance with the contract is recognized, according to the degree of completion of the contract (output method or input method).
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.
Before the customer pays the consideration or before the payment can be received from the customer, the contract has been performed by transferring goods or services to the customer, and the performance amount is recognized as a contract asset. However, if there is an unconditional right to the consideration of the contract and it can be collected from the customer only after time has passed, the performance amount shall be recognized as a receivable.
The consideration received from customers prior to the Company having satisfied its performance obligations are accounted for as contract liabilities.
(XVI)Non-operating income
Dividends
Revenue is recognized when the Company’s right to receive the dividends is established, which is generally when stockholders approve the dividend.
Interest income
Interest income is recorded using the effective interest method and recognized in profit or loss.
(XVII) Employee benefits
Payments to the defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the Projected Unit Credit Method. Service cost (including current service cost), and net interest on the net defined benefit liability (asset) are recognized as an employee benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
(XVIII)Income tax
The income tax consists of current income tax and deferred income tax. The current income tax and deferred income tax shall be recognized in profit or loss, other than the income tax related to combined entities, and items stated into other comprehensive income or stated into equity directly.
The current income tax includes the projected income tax payable or tax refund receivable based on the current taxable income (loss), and the adjustment of income tax payable or tax refund receivable in the previous years. The amount refers to the best estimates of the expected payables or receivables measured on the basis of the statutory tax rate or tax rate substantially enacted on the reporting date. Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
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According to the Income Tax Law, an additional tax on unappropriated earnings is provided for as income tax in the year the shareholders approve to retain the earnings.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred tax assets are reassessed.
(XIX)Earnings per share
Basic earnings per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the current reporting period. The diluted EPS is calculated upon the adjustment of the effect of all potential diluted common stocks based on the income vested in the common stockholders and the number of shares of the weighted average outstanding common stock.
(XX)Employees’ compensation and directors’ and supervisors’ remuneration
Employees’ compensation and directors’ and supervisors’ remuneration are recognized as an expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates.
(XXI)Operating segments information
An operating segment is a component of an entity, that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity). Whose operating results are regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.
V.CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Company’s accounting policies, management is required to make judgments, estimates and assumptions based on historical experience and other factors that are considered to be relevant about the related information that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
The key assumptions concerning the future and other key sources of estimating the uncertainty at the reporting date that would have a significant risk for a material adjustment to the carrying amounts of assets or liabilities within the next fiscal year are discussed below.
(I) Revenue recognition
In principle, sales revenue is recognized when the profit-making process is completed. The withdrawal of related returns and discounts is based on historical experience and consideration of different contract conditions to estimate possible sales returns and discounts when the product is sold. The current period is recognized as deductions and refund liabilities of sales revenue (other payables and other current liabilities are accounted for), and the Company regularly reviews the reasonableness of the estimates.
(II) Asset impairment assessment (except goodwill)
In the process of asset impairment assessment, the Company needs to rely on subjective judgments, including identifying cash-generating units and determining the recoverable amount of cash-generating units based on asset usage patterns and industrial characteristics. Any estimates brought about by changes in economic conditions or company strategies Changes may cause significant impairment in the future.
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(III) Goodwill impairment assessment
The assessment process of goodwill impairment relies on the subjective judgment of the Company, including identifying the cash-generating unit, allocating assets and liabilities to the relevant cash-generating unit, allocating goodwill to the relevant cash-generating unit, and determining the recoverable amount of the relevant cash-generating unit.
(IV) Investment impairment assessment using the equity method
When there are signs of impairment that an investment using the equity method may have been impaired and the carrying amount may not be recovered, the company immediately assesses the impairment of the investment. The management of the Company evaluates impairment based on the future cash flow forecast of the invested company, including the sales growth rate and capacity utilization rates estimated by the internal management of the invested company. The Company also considers the relevant market and industry profiles to determine the reasonableness of its relevant assumptions.
(V) Income tax
The uncertainty of income tax lies in the interpretation of complex tax regulations, the amount of taxable income generated in the future, the difference between the actual results and the assumptions made, or the changes in these assumptions in the future, which may lead to the recorded income Income tax benefits and expenses will be adjusted in the future.
Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which those deferred tax assets can be utilized. Assessment of the realization of the deferred tax assets requires subjective judgment and estimate, including the future revenue growth and profitability, tax holidays, the amount of tax credits can be utilized and feasible tax planning strategies. Any changes in the global economic environment, the industry trends and relevant laws and regulations could result in significant adjustments to the deferred tax assets.
As of December 31, 2021 and 2020, the carrying amount of deferred income tax assets was $25,477 and $30,375, respectively.
(VI) Net defined benefit liability
When calculating and determining the present value of employee benefit obligations, the Company must use judgments and estimates to determine the relevant actuarial assumptions at the end of the financial reporting period, including the discount rate and the expected rate of return of the planned assets. Any change in actuarial assumptions may significantly affect the amount of the Company’s determined benefit obligations.
As of December 31, 2021 and 2020, the carrying amount of Net defined benefit liability was $189,250 and $ 202,110, respectively.
(VII) Estimated impairment of financial assets
The Company adopts IFRS 9 to recognize the allowable loss of accounts receivable (including notes receivable and accounts receivable) based on the expected credit loss during the duration. The expected credit loss during the duration is based on historical experience and individual considerations. The financial status of customers and their industries and forward-looking information will be estimated and adjusted. If the expected cash received in the future is different from the original estimate, the difference will affect the book value of the receivables and allowance for losses in the year when the estimate is changed.
The Company holds financial assets measured at fair value through profit and loss and financial assets measured at fair value through other comprehensive gains and losses. Among them, the fair value measurement of the stocks of unlisted companies without an active market involves multiple assumptions. Including the used evaluation methods, decisions of comparable companies, price-to-earnings ratios and liquidity discounts, etc., subject to subjective judgment and high uncertainty, and the results of their measurement have an impact on financial statements.
As of December 31 2021 and 2020, the book value of notes and accounts receivable was $304,997 (after deducting allowance for impairment loss of $2,022) and $267,444 (after deducting allowance for impairment loss of $1,843).
In 2021 and 2020, the Company recognized the financial asset evaluation benefits of stocks of unlisted companies with no active market was $3,786 and $3,140, respectively.
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VI.Description of significant accounting items (I) Cash and cash equivalent
| ption of significant accounting items ash and cash equivalent |
||||
|---|---|---|---|---|
| As at December 31, | ||||
| 2021 | 2020 | |||
| Cash | $ | 626 | $ | 570 |
| Checking deposits | 37,285 | 26,333 | ||
| Demand deposits | 96,652 | 97,999 | ||
| Foreign currency deposits | 88,843 | 65,422 | ||
| Fixed deposit no more than 3 | ||||
| months | - | 56,100 | ||
| Total | $ | 223,406 | $ | 246,424 |
| 1.The company did not pledge any cash and cash equivalents as | collateral. | |||
| 2.The market rate intervals of fixed deposit | at the end of the reporting period were as follows: | |||
| As at December 31, | ||||
| 2021 | 2020 | |||
| Fixed deposit no more than 3 months | - | 0.4% |
(II) Financial assets measured at amortized cost -current assets
| Fixed deposit -more than 3 months Market rate otes and accounts receivable, net Notes receivable Notes receivable- related parties Total Accounts receivable Accounts receivable- related parties Less: allowance for impairment loss Net accounts receivable |
As at December 31, 2021 2020 $ 82,890 $ 28,050 0.27%-0.33% 0.39% As at December 31, 2021 2020 $ 103,057 $ 83,542 - 1 $ 103,057 $ 83,543 $ 203,114 $ 184,889 848 855 (2,022) (1,843) $ 201,940 $ 183,901 |
|---|---|
| 2021 $ 103,057 - $ 103,057 $ 203,114 848 (2,022) $ 201,940 |
(III) Notes and accounts receivable, net
The Company's average credit period for account receivables arising from the sale of goods is 90 days, and notes and accounts receivable are non-interest-bearing.
The Corporation applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all trade receivables. The expected credit losses on trade receivables are estimated by reference to past default experiences of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of the current direction of economic conditions at the reporting date. As of December 31, 2021 and 2020, the analysis of the Company’s expected credit losses on the notes and accounts receivable is as follows:
The ageing analysis of unimpaired receivables is as follows:
| Undue Overdue within 30 days Overdue for 31~60 days Overdue over 61 days Total |
As at December 31, 2021 2020 $ 105,114 $ 85,678 - - - - - - $ 105,114 $ 85,678 |
As at December 31, 2021 2020 $ 105,114 $ 85,678 - - - - - - $ 105,114 $ 85,678 |
|---|---|---|
| 2020 | ||
| $ 85,678 - - - $ 85,678 |
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The analysis of the Company’s expected credit losses on the notes and accounts receivable is as follows:
| follows: | |||
|---|---|---|---|
| Undue Overdue within 90 days Overdue for 91~180 days Overdue over 181 days Total Undue Overdue within 90 days Overdue for 91~180 days Overdue over 181 days Total |
As at December 31,2021 | ||
| Book value Rate of expected credit losses throughout the duration Allowance for expected credit losses throughout the duration $ 201,872 1.00% $ 2,019 33 10.00% 3 - 50.00% - - 100.00% - $ 201,905 $ 2,022 As at December 31,2020 |
Allowance for expected credit losses throughout the duration |
||
| $ 2,019 3 - - $ 2,022 |
|||
| Book value $ 183,541 65 3 - $ 183,609 |
Rate of expected credit losses throughout the duration 1.00% 10.00% 50.00% 100.00% |
Allowance for expected credit losses throughout the duration |
|
| $ 1,835 6 2 - $ 1,843 |
The statement of changes in the impairment loss allowance for the notes and accounts receivable of the Company is as follows:
| Beginning balance Recognized impairment loss (reversal) Ending balance |
For theyears ended December 31, 2021 2020 $ 1,843 $ 1,992 179 (149 ) $ 2,022 $ 1,843 |
|---|---|
| 2021 $ 1,843 179 $ 2,022 |
Regardless of other credit enhancements, the notes receivable that best represent the Company’s credit risk exposures as of December 31, 2021 and 2020 was $103,057 and $83,543, respectively; the most representative of the Company the maximum amount of credit risk exposure of accounts receivable as of December 31, 2021 and 2020 were $201,940 and $183,901, respectively.
(IV) Inventory
| ventory | ||
|---|---|---|
| Raw materials Supplies Work in progress Finished goods Goods in transit Total Less: Allowance to reduce inventory to market Net |
As at December 31, 2021 2020 $ 83,720 $ 82,591 33,780 32,206 100,229 96,302 153,878 154,433 9,939 1,071 381,546 366,603 (1,554 ) (3,108 ) $ 379,992 $ 363,495 |
|
| 2021 $ 83,720 33,780 100,229 153,878 9,939 381,546 (1,554 ) $ 379,992 |
||
| 366,603 (3,108 ) $ 363,495 |
22
The cost of inventories recognized as expense for the year:
| Cost of goods sold Rental cost Loss on discarding of inventory Reversal of allowance for inventory market price decline Income from sale of scraps Net |
Forthe years endedDecember31, 2021 2020 $ 1,632,861 $ 1,605,042 10,267 10,281 5,021 4,458 (1,554 ) (1,196 ) (3,811 ) (3,461 ) $ 1,642,784 $ 1,617,516 |
|---|---|
| 2021 $ 1,632,861 10,267 5,021 (1,554 ) (3,811 ) $ 1,642,784 |
-
The reversal of net realizable value and the decrease of the cost of goods sold were recognized due to the disposal of certain inventories, which were previously provided with an allowance for the price decline.
-
As of the end of 2021 and 2020, the insurance coverage of inventory was $343,671 and $347,255, respectively.
(V) Financial assets at fair value through profit or loss-noncurrent
| Mutual funds Unlisted stocks Subtotal Valuation adjustment Total |
As at December 31, | As at December 31, |
|---|---|---|
| 2021 $ - - - - $ - |
2020 | |
| $ 37,676 - |
||
| 37,676 7,219 $ 44,895 |
The Company disposed of the above-listed funds in 2021, resulting in realized appraisal benefits of $6,573. Please refer to Note VI (XXIV).
(VI) Financial assets at fair value through other comprehensive income-noncurrent
| Listed stocks Unlisted stocks Subtotal Valuation adjustment Total ther financial assets Bank- special account for repatriation of overseas funds (Note) Bank-restricted Stimulus voucher Total |
As at December 31, | As at December 31, |
|---|---|---|
| 2021 2020 $ 62,400 $ 62,400 49,026 49,026 111,426 111,426 61,558 25,382 $ 172,984 $ 136,808 As atDecember31, |
2020 | |
| $ 62,400 49,026 |
||
| 111,426 25,382 $ 136,808 |
||
| 2021 $ 580,354 12,679 6,931 $ 599,964 |
2020 | |
| $ 300,560 11,367 2,854 $ 314,781 |
(VII) Other financial assets
Note : It is a special foreign exchange deposit account of the overseas fund repatriation management and taxation regulations applicable to the Company's allocation of overseas dividend income, which is dedicated to investment planning expenditures.
(VIII) Investments accounted for using equity method
==> picture [444 x 33] intentionally omitted <==
----- Start of picture text -----
Number of Percentage
Name thousand shares Book value held
As at December 31, 2021
----- End of picture text -----
| As at December 31, 2021 | ||||
|---|---|---|---|---|
| Investments in subsidiaries | ||||
Unlisted companies: |
||||
| The World Champion Co., Ltd. | 15,999 | $ | 598,462 | 99.99 |
| Summit Industrial Co., Ltd. | 3,802 | 105,355 | 95.05 | |
| (next) |
23
| (continued) Saigon Ve Wong Co., Ltd. - Thai Fermentation Industry Co., Ltd. 204 Ve Wong International Ltd. 50 Tai Ve Corporation 82,323 Best Founder Corporation 5,328 Green TFL Co., Ltd. 2,600 Subtotal Investments in associates Unlisted companies :Koh Kong Sugar Industry Co., Ltd. - Hughes Biotech. Co., Ltd. 1,125 PT Ve Wong Budi Indonesia 64 Subtotal Less: Accumlated impairment Net Total As at December 31, 2020 Investments in subsidiaries Unlisted companies :The World Champion Co., Ltd. 15,999 Summit Industrial Co., Ltd. 3,802 Saigon Ve Wong Co., Ltd. - Thai Fermentation Industry Co., Ltd. 204 Ve Wong International Ltd. 50 Tai Ve Corporation 82,323 Best Founder Corporation 5,328 Green TFL Co., Ltd. 2,600 Subtotal Investments in associates Unlisted companies :Koh Kong Sugar Industry Co., Ltd. - Hughes Biotech. Co., Ltd. 1,125 PT Ve Wong Budi Indonesia 64 Subtotal Total |
628,034 100.00 903,368 48.66 6,499 100.00 1,626,039 79.93 8,359 100.00 24,958 65.00 3,901,074 64,108 11.98 11,151 34.62 - 49.00 75,259 (8,808 ) 66,451 $ 3,967,525 $ 551,943 99.99 102,401 95.05 627,218 100.00 1,069,133 48.66 6,690 100.00 1,624,621 79.93 9,904 100.00 25,302 65.00 4,017,212 69,319 11.98 14,188 34.62 - 49.00 83,507 $ 4,100,719 |
|---|---|
-
1.Disclosure matters and related instructions of PT Ve Wong Budi Indonesia
: -
(1)In the second half of 2006, the Company was no longer able to participate in and control or understand the operations of PT Ve Wong Budi Indonesia, and the Company has indeed lost control of PT Ve Wong Budi Indonesia.
-
(2) The Company invested in PT Ve Wong Budi Indonesia may suffer losses or damages, and whether it is likely to incur contingent liabilities, after consulting with legal experts to issue an opinion that: the company’s obligations are limited to the amount of capital contributed and not exceeding the shareholders’ assets.
-
(3) The book balance of investment in PT Ve Wong Budi Indonesia, capital loans and advances to PT Ve Wong Budi Indonesia has all been reduced to zero in 2006.
-
(4) PT Ve Wong Budi Indonesia was approved by the local court to conduct statutory liquidation procedures, and the Indonesian shareholders handled the liquidation matters in August 2015.
-
2.In addition to the above items, the investment using the equity method and its share of profits and losses and other comprehensive profits and losses are listed above, including The World Champion Co., Ltd. Summit Industrial Co., Ltd. Saigon Ve Wong Co., Ltd. Thai Fermentation Industry Co., Ltd. Ve Wong International Ltd., Tai Ve Corporation, Best Founder Corporation, Green TFL Co., Ltd., Koh Kong Sugar Industry Co., Ltd. and Hughes Biotechnology Co., Ltd. Calculate and recognize based on the financial statements audited by independent Auditors’ report. For the share of profits and losses of subsidiaries, and associates accounted for using the equity method, please refer to Attached Table VI.
24
-
3.The above-mentioned subsidiary The World Champion Co., Ltd., which adopts the equity method, holds the Company’s stocks, because the Company follows IAS 32 「 Financial Instruments: Presentation 」 and treats them as treasury stocks. On December 31, 2021 and 2020, the above transactions were reclassified and offset, and were classified as treasury stocks under the owner’s equity, and the amount was both $38,464, for the relevant details of treasury stocks, please refer to Note VI (XIX). In addition, in accordance with the relevant accounting treatment instructions of IAS 32 "Financial Instruments: Presentation", the Company shall pay $2,523 and $2,294 in cash dividends to The World Champion Co., Ltd. in 2021 and 2020, and use the equity method to offset the cash dividends based on the shareholding ratio. The profit and loss share of The World Champion Co., Ltd., and the adjustment of the "capital surplus-treasury stock transaction" amounted to $2,523 and $2,294.
-
4.In order to implement the professional division of labor, effectively enhance the operating efficiency of assets, and strengthen the overall competitiveness of the Company, the subsidiary Tai Ve Corporation in accordance with Article 185 of the Company Law and Article 27 of the Corporate Mergers and Acquisitions Law, will issue new shares as the acquisition, transfer The consideration of the assets, and set the base date for the transfer of land and buildings as January 6, 2004, the net book value of the transferred land and buildings was $986,678 (include $1,985,274 for land and $68,596 for buildings reducing land value-added tax $1,067,192), corresponding to the increase of the investment using the equity method.
-
5.In order to comply with Cambodian laws and regulations, the Company adjusted the investment organization of Cambodia’s investment in the equity method, and established a subsidiary company “Best Founder Corporation” in Samoa with 100% of the company’s shares to replace the company’s original reinvestment in Cambodia. " Koh Kong Plantation Co., Ltd." investment company. The Company and its subsidiary "Samoa Best Founder Corporation" did not increase capital in Cambodia in accordance with the shareholding ratio in 2013, resulting in a decrease in the shareholding ratio (from 30% to 20%). However, the Company and its subsidiary“Samoa Best Founder Corporation” still has a significant influence on Koh Kong Plantation Co., Ltd. In addition, it did not increase the capital of the investment in Cambodia based on the shareholding ratio, which caused the net value of the investment to change. The amount of change was adjusted to increase the capital reserve and adopt the equity method. Total investment of $76,812.
-
Koh Kong Sugar Industry Co., Ltd. invested by the Company and Koh Kong Plantation Co., Ltd. invested by Samoa Best Founder Corporation, a subsidiary, intends to increase capital in 2018. The Company passed a resolution of the board of directors on April 11, 2018. Approved, not participating in the capital increase.
-
The above-mentioned associate Koh Kong Sugar Industry Co., Ltd. and Koh Kong Plantation Co., Ltd., based on the audit report of the accountant: these investee companies have ceased business on October 31, 2018, and the management of the investee company was closed in February 2019. Publicly announced plans to close business for 3 years.
-
The avove-mentioned associate Koh Kong Sugar Industry Co., Ltd. had increased its capital in June 2020. The Company did not subscribe for new shares according to the shareholding ratio, which reduced the shareholding ratio to 11.98%. However, the Company’s evaluation Koh Kong Sugar Industry Co., Ltd. It still has significant influence (the power to participate in the financial and operating policy decisions of the investee has not changed), so its investment still adopts the equity method. In 2020, the company did not subscribe for new shares in accordance with the shareholding ratio, which caused the shareholding ratio to change, and consequently the net value of its investment equity changed. According to the financial statements audited by the accountant, the capital reserve was calculated and adjusted to increase by 90,555.
-
6.In the third quarter of 2016, the Company’s subsidiary Thai Fermentation Industry Co., Ltd. acquired 200,000 ordinary shares of Champion Fermentation Co.,Ltd. at 1,300 Baht per share (due to restrictions by local laws in Thailand, of which 5 shares are the equity is registered under the name of a natural person, and the registered equity of Thai Fermentation Industry Co., Ltd. is 199,995 shares). After the reorganization, Champion Fermentation Co., Ltd. became the grandson company of the Company, and the Company still has control.
-
7.In 2021, the Company recognized the associated company Hughes Biotech. Co., Ltd. as impairment loss $8,808.
-
8.In 2021 and 2020, Thai Fermentation Industry Co., Ltd. resolved to distribute cash dividends of $487,554 (630,000 thousand Baht equivalent) and $473,892 (504,000 thousand Baht equivalent). The dividends that the Company can receive according to the proportion of shareholding are $273,087 (306,585 thousand Baht equivalent) and $230,616 (245,268 thousand Baht equivalent);
25
In 2021 and 2020 years, Saigon Ve Wong Co., Ltd. resolved to distribute cash dividends of $106,106 (87,445,579 thousand VND equivalent) and $124,804 (99,200,145 thousand VND equivalent), the dividends that the Company can receive according to the shareholding ratio are $106,106 (87,445,579 thousand VND equivalent) and $124,804 (99,200,145 thousand VND equivalent); In 2021 Summit Industrial Co., Ltd. resolved to distribute cash dividends of $4,500, and the Company's dividends that can be allocated according to the shareholding ratio was 4,277; In 2021 Tai Ve Corporation resolved to distribute cash dividends of $5,767, and the Company's dividends that can be allocated according to the shareholding ratio was 4,610; In 2021 and 2020 The World Champion Co., Ltd. resolved to distribute cash dividends of $8,800 and $7,200, respectively, the dividends that the Company can receive according to the shareholding ratio are $8,799 and $7,199, respectively. The above-mentioned surplus distributions are all regarded as investment deductions using the equity method.
- 9.In the 2021 and 2020, the Company has prepared a partnership Consolidated financial statements with The World Champion Co., Ltd., Summit Industrial Co., Ltd., Tai Ve Corporation, Saigon Ve Wong Co., Ltd., Thai Fermentation Industry Co., Ltd. (including Champion Fermentation Co., Ltd.), Samoa Ve Wong International Ltd., Samoa Best Founder Corporation and Green TFL Co., Ltd.
The financial information of the Company's significant Associate is summarized as follows :
follows: |
|
|---|---|
| Koh Kong Sugar Industry Co., Ltd. :CURRENT ASSETS NONCURRENT ASSETS CURRENT LIABILITIES NONCURRENT LIABILITIES NET REVENUE GROSS PROFIT NET LOSS FOR THE YEAR TOTAL COMPREHENSIVE INCOME |
As at December 31, 2021 2020 $ 3,303 $ 3,239 $ 1,216,708 $ 1,257,202 $ 680,263 $ 677,117 $ 4,446 $ 4,513 For theyears ended December 31, 2021 2020 $ 114 $ 173 $ (35,327 ) $ (10,303 ) $ (8,182 ) $ (124,039 ) $ (43,509 ) $ (165,331 ) |
| 2021 $ 114 $ (35,327 ) $ (8,182 ) $ (43,509 ) |
The adjustment from the listed summary financial information to the book amount of the equity of the Associate is listed below :
| Net assets Shareholding ratio The company's rights Book value of investment |
As at December 31, | As at December 31, |
|---|---|---|
| 2021 $ 535,302 $ 11.98% $ 64,108 $ 64,108 |
2020 | |
| $ 578,811 | ||
| $ 20% | ||
| $ 69,319 $ 69,319 |
(IX) Property, plant and equipment
The movement of property, plant and equipment for the years ended December 31, 2021 and 2020 were as follows:
Machinery and Transportation Miscellaneous Other Idled Construction Land Bulidings equipment Equipment equipment equipment Assets in Progress Total Cost Balance at January 1, 2020 $ 554,865 $ 358,520 $ 1,017,230 $ 118,245 $ 35,991 $ 15,749 $ 17,616 $ - $ 2,118,216 (next)
26
| (continued) Additions Disposals Transferred Balance at December 31, 2020 Additions Disposals Transferred Balance at December 31, 2021 Accumlated depreciation Balance at January 1, 2020 Depreciation Disposals Balance at December 31, 2020 Depreciation Disposals Balance at December 31, 2021 Accumlated impairment Balance at January 1, 2020 Add (less) Balance at December 31, 2020 Balance at December 31, 2021 Book value December 31, 2020 December 31, 2021 |
- - - 554,865 - - - $ 554,865 $ - - - - - - $ - $ 51,192 (7,349 ) 43,843 $ 43,843 $ 511,022 $ 511,022 |
- (860) - 357,660 3,700 (587) 391 $ 361,164 $ 277,359 13,117 (846) 289,630 9,162 (583) $ 298,209 $ - - - $ - $ 68,030 $ 62,955 |
14,403 (109,660) 3,444 925,417 24,860 (9,680) 20,343 $ 960,940 $ 839,374 35,053 (106,916) 767,511 32,998 (9,523) $ 790,986 $ 120 (6) 114 $ 114 $ 157,792 $ 169,840 |
- (601) - 117,644 - (906) - $ 116,738 $ 84,688 10,349 (576) 94,461 8,336 (869 ) $ 101,928 $ - - - $ - $ 23,183 $ 14,810 |
512 (807) - 35,696 - (1,494) - $ 34,202 $ 31,444 978 (767) 31,655 926 (1,416) $ 31,165 $ 5 6 11 $ 11 $ 4,030 $ 3,026 |
200 (1,400) - 14,549 - (114) - $ 14,435 $ 13,749 255 (1,184) 12,820 254 (111) $ 12,963 $ - - - $ - $ 1,729 $ 1,472 |
- - - 17,616 - - - $ 17,616 $ 13,273 - - 13,273 - - $ 13,273 $ 4,343 - 4,343 $ 4,343 $ - $ - |
- - - |
15,115 (113,328) 3,444 |
|---|---|---|---|---|---|---|---|---|---|
- - - - |
2,023,447 28,560 (12,781) 20,734 |
||||||||
| $ - | $ 2,059,960 | ||||||||
| $ - - - |
$ 1,259,887 59,752 (110,289) |
||||||||
| - - - |
1,209,350 51,676 (12,502) |
||||||||
| $ - | $ 1,248,524 | ||||||||
| $ - - |
$ 55,660 (7,349) |
||||||||
- |
48,311 | ||||||||
| $ - | $ 48,311 | ||||||||
| $ - | $ 765,786 $ 763,125 |
||||||||
| $ - |
-
1.The property and plant proved mortgage conditions, please refer to note VIII.
-
2.As of the end of 2021 and 2020, the insurance coverage of Property, plant and equipment was $234,247 and $271,347, respectively.
-
3.As of January 1, 2020, some of the Company’s Property, plant and equipment are based on the real estate valuation report issued by an external independent professional appraisal agency and the Company’s evaluation. The recoverable amount (net fair value) is less than the book value $55,660, and the accumulative impairment has been listed as $55,660. Based on the real estate appraisal report issued by an external independent professional appraisal agency (price date: December 31, 2020) and the Company’s evaluation in 2020, the above-mentioned Property, plant
27
and equipment incurred impairment losses decreased by $7,349, the Company therefore recognized $7,349 in reversal on impairment loss in 2020. As of December 31, 2021 and 2020, the recoverable amount (net fair value) of some of the Company's Property, plant and equipment was less than the book value of $48,311, and the accumulated impairment after deduction was $48,311.
-
4.According to the real estate appraisal report issued by an external independent professional appraisal agency and the company’s evaluation, as of December 31, 2020, the total fair value of the above-mentioned Property, plant and equipment was $808,627(the fair value belongs to the second level), according to the appraisal results of the Company, the fair value of the above property, plant and equipment as at December 31, 2021 has not changed significantly.
-
5.Regarding the evaluation method of the fair value of Property, plant and equipment, the land in 2020 was mainly estimated by the comparison method and the income method (using each weight 40%~60%), and the building was estimated by the cost method, the important assumption is the income capitalization rate. (3.28%-3.97%)
(X) Right-of-use assets
The movement of right-of-use assets for the years ended December 31, 2020 and 2019 were as follows :
| Balance at January 1, 2020 Additions Disposals Depreciation December 31, 2020 Additions Disposals Depreciation December 31, 2021 |
Cost Accumlated depreciation Net $ 58,024 $ 14,168 $ 43,856 5,712 - 5,712 (2,478 ) (2,478 ) - - 14,166 (14,166 ) 61,258 25,856 35,402 19,076 - 19,076 (10,870 ) (10,870 ) - - 14,151 (14,151 ) $ 69,464 $ 29,137 $ 40,327 |
|---|---|
The depreciation expenses of the right-of-use assets of the Company in 2021 and 2020 were $14,151 and $14,166, respectively.
(XI) Investments properties
The movement of investments properties for the years ended December 31, 2021 and 2020 were as follows:
| Balance at January 1, 2020 Depreciation Impairment December 31, 2020 Depreciation December 31, 2021 |
Land $ 227,063 - - 227,063 - $ 227,063 |
Bulidings $ 198,489 - - 198,489 - $ 198,489 |
Total of cost $ 425,552 - - 425,552 - $ 425,552 |
Accumlated depreciation Accumlated impairment Net $ (2,643 ) $ (38,830 ) $ 384,079 (9,065 ) - (9,065 ) - (10,342 ) (10,342 ) (11,708 ) (49,172 ) 364,672 (9,065 ) - (9,065 ) $ (20,773 ) $ (49,172 ) $ 355,607 |
|---|---|---|---|---|
-
1.The cost model is adopted for the measurement after the recognition of the investments properties.
-
2.As of the end of 2021 and 2020, the insurance coverage of Investments properties was $186,827 and $196,214, respectively.
-
3.As of January 1, 2020, some of the company’s investments properties were based on the evaluation results of the real estate appraisal report issued by an external independent professional appraisal agency. The recoverable amount (net fair value) was less than the book
28
value of $38,830. The cumulative impairment is $38,830. Based on the real estate appraisal report issued by an external independent professional appraisal agency (price date: December 31,2020) and the Company’s evaluation, part of the investments properties at the beginning of the period and listed the impairment loss of $38,830, and occur reversal on impairment loss is $3,848. In 2020, the total loss of impairment of some investments properties was $14,190, and the net amount of impairment loss in 2020 increased by $10,342. Therefore, the impairment loss was recognized $10,342 in 2020. As of December 31, 2021 and 2020, the recoverable amount (net fair value) of some of the Company’s investments properties was less than the book value of $49,172, and the accumulated impairment after deduction was $49,172.
-
4.The rental income from investments properties in 2021 and 2020 was $5,200 and $5,376, direct operating expenses incurred was $10,267 and $10,281, respectively.
-
5.According to the real estate appraisal report issued by an external independent professional appraisal agency and the Company’s evaluation, in 2020 was based on the external independent professional appraisal According to the real estate valuation report issued by the institution, the fair value of the above-mentioned investments properties as of December 31, 2020 totaled $367,457(the fair value belongs to the second level), the fair value of the above Investments properties as at December 31, 2021 has not changed significantly.
-
6.Regarding the evaluation method of the fair value of investments properties, the land in the year of 2020 was mainly estimated by the comparison method and the income method or the land development analysis method (50% of each weight), and the cost method was used for the building, its important assumptions are as follows:
| Income capitalization rate Comprehensive rate of capital interest in land development analysis method |
As at December 31, |
|---|---|
| 2020 | |
| 3.28%-4.77% 1.41% |
- 7.For the assets of the Company pledged as collateral, please refer to note VIII.
(XII) Prepayments and other assets
| repayments and other assets | |
|---|---|
| Prepayments to suppliers Prepaid expenses Other receivables Overdue receivables Less: allowance for impairment loss -overdue receivables Other intangible assets Other Total Current items Noncurrent items Total |
As at December 31, 2021 2020 $ 961 $ 1,890 3,442 7,388 2,051 11,816 314,696 314,696 (314,696 ) (314,696 ) 6,026 3,554 2,355 2,102 $ 14,835 $ 26,750 $ 6,454 $ 21,725 8,381 5,025 $ 14,835 $ 26,750 |
| 2021 $ 961 3,442 2,051 314,696 (314,696 ) 6,026 2,355 $ 14,835 $ 6,454 8,381 $ 14,835 |
Other receivables and collections belong to the part of the receivables over one year, and all allowances for losses have been provided.
The statement of changes in the loss allowance is as follows:
| Beginning balance Recognized impairment loss Ending balance |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2021 $ 314,696 - $ 314,696 |
2020 | |
| $ 313,336 1,360 $ 314,696 |
29
(XIII) Short-term loans
| term loans | ||
|---|---|---|
| Secured loans Unsecured loans Total Range of interest rates |
As at December 31, | |
| 2021 $ 530,000 290,000 $ 820,000 0.950%-1.180% |
2020 | |
| $ 430,000 250,000 |
||
| $ 680,000 0.975%-1.180% |
For the assets of the Company pledged as collateral, please refer to note VIII.
(XIV) Lease liabilities
The analysis of the Company’s lease liabilities is as follows:
| As at December 31, 2021 Not later than 1 year Later than 1 year and not later than 5 years Later than 6 year Total Lease liabilities-current Lease liabilities-noncurrent As at December 31, 2020 Not later than 1 year Later than 1 year and not later than 5 years Later than 6 year Total Lease liabilities-current Lease liabilities-noncurrent |
Minimum rent payment of future $ 12,792 26,950 - $ 39,742 $ 12,792 $ 26,950 $ 12,085 22,569 - $ 34,654 $ 12,085 $ 22,569 |
Interest expense $ 372 398 - $ 770 $ 328 292 - $ 620 |
Present value of minimum rent payment $ 12,420 26,552 - $ 38,972 $ 12,420 $ 26,552 $ 11,757 22,277 - $ 34,034 $ 11,757 $ 22,277 |
|---|---|---|---|
The interest expense of the recognized lease liability in 2021 and 2020 was $364 and $434, respectively.
The amount of cash outflow for leases recognized in 2021 and 2020 was $14,138 and $14,069, respectively.
(XV) RETIREMENT BENEFIT PLANS
In accordance with the Labor Standards Act, Factory Law and Labor Pension Act, the Company has a retirement plan for officially hired employees.
1.Defined benefit plans
Those who have served the Company for more than 15 years and have reached the age of 55, or those who have served the Company for more than 25 years, or those who have worked for more than 10 years and have reached the age of 60 may apply for retirement. The pension payment is based on their years of service. And the average salary for the 6 months before the approved retirement is calculated. 2 bases will be given for every full year. After 15 years of working experience, 1.3 bases will be given for every full year. The maximum total is limited to 45 bases. Those who have completed half a year are calculated as half a year, and those who have completed half a year are calculated as 1 year. However, if the person is ordered to retire due to the loss of mind or body due to the performance of his duties, he may be ordered to retire based on the above-the mentioned base number, plus 20%. For those who originally enjoyed retirement compensation, an additional 2.6 base compensation will be issued upon retirement (not included in the maximum 45 bases of the retirement pension). For those who choose to apply the Labor Pension Act, the Company will allocate monthly pensions to individual labor accounts, and the
30
old age of the applicable Labor Standards Act will be retained, but when calculating the pension base, the age of the applicable labor pension act will not be calculated.
The Company’s retirement policy is applicable to full-time employees who are formally hired. Retirement benefits are provided at 15% of the salary paid each month by adopting the part of the definite payment retirement method. As a result of actuarial calculations, the company’s pension-related information is disclosed as follows:
(1) Actuarial assumptions for defined benefit plans:
| As of December 31, | As of December 31, | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Discount rate | 0.65% | 0.30% | ||
| Expected rate of salary increase | 3.00% | 2.00% | ||
| (2)Determine the expenses recognized | in the defined benefit | plans: | ||
| For theyears ended December 31, | ||||
| 2021 | 2020 | |||
| Current service cost | $ | 2,695 | $ | 3,409 |
| Net interest expense Recognized in profit or loss $ (3)Recognized in other comprehensive |
567 3,262 income: |
$ | 1,435 4,844 |
|
| For theyears ended December 31, | ||||
| 2021 | 2020 | |||
| Remeasurement of net defined benefit liabilities (4)The adjustments to present value |
$ 18,412 $ (6,106 ) of defined benefit obligation and fair value of plan assets are |
|||
| as follows: |
| The adjustments to present value | The adjustments to present value |
|---|---|
as follows: |
|
| Item Present value of defined benefit obligation air value of plan assets Net defined benefit liabilities |
As of December31, 2021 2020 $ 588,965 $ 601,190 (399,715) (399,080) $ 189,250 $ 202,110 |
| 2021 $ 588,965 (399,715) $ 189,250 |
(5)The changes in the present value of defined benefit obligation are as follows:
| For theyears ended | For theyears ended | December 31, | ||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Balance at January 1 | $ | 601,190 | $ | 596,253 |
| Current service cost | 2,695 | 3,409 | ||
| Net interest expense | 1,743 | 4,037 | ||
| Benefits paid | (40,953 ) | (20,669 ) | ||
| Actuarial loss - experience | ||||
| adjustments | (2,288 ) | 573 | ||
| Actuarial loss - changes in | ||||
| demographic assumptions | 869 | - | ||
| Actuarial loss - changes in | ||||
| financial assumptions | 25,709 | 17,587 | ||
| Balance at December 31 | $ | 588,965 | $ | 601,190 |
(6) The changes in the fair value of plan assets are as follows:
| For theyears ended | For theyears ended | December 31, | ||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Balance at January 1 | $ | 399,080 | $ | 378,107 |
| Contribution by employer | 25,372 | 26,580 | ||
| Benefits paid | (31,790 ) | (20,263 ) | ||
| Return on plan assets | 7,053 | 14,656 | ||
| Balance at December 31 | $ | 399,715 | $ | 399,080 |
31
(7) Sensitivity analysis
The sensitivity analysis of the Company's defined benefit obligation is based on the discount rate and salary adjustment rate of actuarial assumptions. The discount rate and salary adjustment rate are calculated by adding or subtracting 0.25% before other actuarial assumptions remain unchanged:
a. Sensitivity analysis of discount rate :
a. Sensitivity analysis of discount rate: |
sis of discount rate: |
sis of discount rate: |
sis of discount rate: |
|---|---|---|---|
| Discount rate As of December 31, 2021 2020 Add 25% Less 25% Add 25% Less 25% Calculated based on simulation assumptions $ 578,494 $ 599,742 $ 590,102 $ 612,613 Calculate according to the original hypothesis 588,965 588,965 601,190 601,190 Determine the loss of benefit obligation (benefits) (10,471 ) 10,777 (11,088 ) 11,423 Determine the percentage change in benefit obligations (1.78% ) 1.83% (1.84% ) 1.90% |
Discount rate | ||
| As of December 31, | |||
| 2020 | |||
| Add 25% $ 590,102 601,190 (11,088 ) (1.84% ) |
Less 25% | ||
| $ 612,613 601,190 11,423 1.90% |
b. Sensitivity analysis of salary adjustment rate :
b. Sensitivity analysis of salary adjustment rate: |
sis of salary adjustment rate: |
sis of salary adjustment rate: |
sis of salary adjustment rate: |
|---|---|---|---|
| Salary adjustmentrate As of December31, 2021 2020 Add25% Less25% Add25% Less25% Calculated based on simulation assumptions $ 599,467 $ 578,705 $ 612,392 $ 590,257 Calculate according to the original hypothesis 588,965 588,965 601,190 601,190 Determine the loss of benefit obligation (benefits) 10,502 (10,260) 11,202 (10,933) Determine the percentage change in benefit obligations 1.78% (1.74%) 1.86% (1.82%) |
Salary adjustmentrate | ||
| As of December31, | |||
| 2020 | |||
| Add25% $ 612,392 601,190 11,202 1.86% |
Less25% | ||
| $ 590,257 601,190 (10,933) (1.82%) |
(8) Expected future benefit payments are as follow
| Expected to pay benefits in the next 1 year Expected to pay benefits in the next 2~5 years Expected to pay benefits more than 6 years Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2021 $ 42,051 199,423 373,953 $ 615,427 |
2020 | |
| $ 40,232 195,809 376,666 $ 612,707 |
(9) The company expected contributions to the plan for the next year and the average duration of the defined benefit obligation are as follows :
| The expected contributions to the plan for the next year The average duration of the defined benefit obligation |
As of December 31, | As of December 31, |
|---|---|---|
| 2021 $ 24,600 7years |
2020 | |
| $ 25,800 7years |
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2.Defined contribution plans
The employees of the Company may choose to continue to apply the relevant pension regulations of the "Labor Standards Act", or apply the pension system of the regulations and retain the working years before the regulations are applied. According to the regulations, the employer’s monthly labor pension contribution rate shall not be lower than 6% of the employee’s monthly salary. In 2021 and 2020, the Company's pension contributions in accordance with the Labor Pension Act were $14,165 and $13,367, respectively.
(XVI) Operating lease
The Company leased investments properties in 2021 and 2020. Since almost all the risks and rewards attached to the ownership of the underlying assets have not been transferred, these lease contracts are classified as operating leases. Please refer to note VI (XI) Investments properties.
The analysis of the maturity of lease receivable on December 31, 2021 and 2020 is as follows :
| follows: | ||
|---|---|---|
| Under 1 year More than 1 year but not more than 5 years More than 5 years Total |
As of December 31, | |
| 2021 $ 5,086 8,028 1,448 $ 14,562 |
2020 | |
| $ 5,371 12,200 2,362 $ 19,933 |
(XVII) INCOME TAX
In 2021 and 2020, the corporate income tax rate was 20%, the basic tax rate on income was 12%. A reconciliation of current tax assets and liabilities and income tax expense and Current tax liabilities was as follows:
1.Income tax expense consisted of the following :
Income tax expense recognized in profit or loss
| Current tax expense recognized in the current year Income tax adjustments on prior years Separate taxation of dividend income Deferred income tax expense (benefit) The origination and reversal of temporary differences Income tax expense recognized in profit or loss |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2021 $ 30,486 (6,956 ) 49,809 (1,236 ) $ 72,103 |
2020 | |
| $ 66,588 (967 ) 28,811 (6,810 ) $ 87,622 |
A reconciliation of income before income tax and income tax expense recognized in profit or loss was as follows:
| Income before tax Income tax expense at the statutory rate Permanent difference Temporary difference (next) |
For theyears ended December 31, 2021 2020 $ 519,981 $ 516,718 $ 103,996 $ 103,344 (80,056 ) (54,377 ) 1,979 10,475 |
|---|---|
| 2021 $ 519,981 $ 103,996 (80,056 ) 1,979 |
33
| (continued) | |||||||
|---|---|---|---|---|---|---|---|
| Income tax on unappropriated | |||||||
| earnings | 4,567 | 7,146 | |||||
| Income tax adjustments on prior | |||||||
| years | (6,956 ) | (967 ) | |||||
| Separate taxation of dividend | |||||||
| income | 49,809 | 28,811 | |||||
| The origination and reversal of | |||||||
| temporary differences | (1,236 ) | (6,810 ) | |||||
| Income tax expense recognized | in | ||||||
| profit or loss | $ | 72,103 | $ | 87,622 | |||
| A reconciliation of current tax assets and | liabilities and income | tax expense | recognized in profit | ||||
| or loss was as follows: | |||||||
| 2021 | 2020 | ||||||
| Current tax expense recognized in the | |||||||
| current year | $ | 30,486 | $ | 66,588 | |||
Add:Current tax liabilities at beginning |
|||||||
| of year | 38,755 | - | |||||
| Income tax adjustments on prior | |||||||
| years | 138 | - | |||||
| Separate taxation of dividend | |||||||
| income | 49,809 | 28,811 | |||||
less:paid |
(119,188 ) | (56,644 | ) | ||||
| Current tax liabilities at end of year | $ | - | $ | 38,755 | |||
| 2021 | 2020 | ||||||
| Current tax assets at beginning of year | $ | 12,195 | $ | 10,461 | |||
Add:Provisional and withholding tax |
2,807 | 767 | |||||
| Current income tax adjustment in | |||||||
| previous years | 7,094 | 967 | |||||
Less:Current tax expense recognized |
|||||||
| in the current year | (19,289 ) | - | |||||
| Current tax assets at end of year | $ | 2,807 | $ | 12,195 | |||
| Income tax expense recognized in other comprehensive | income | ||||||
| For | theyears ended | December | 31, | ||||
| 2021 | 2020 | ||||||
| Deferred income tax expense | |||||||
| Related to remeasurement of defined | |||||||
| benefit obligation | $ | - | $ | - | |||
| Unrealized gain (loss) on financial | |||||||
| assets at fair value through other | |||||||
| comprehensive income | - | - | |||||
| Share of the other comprehensive | |||||||
| income (loss) for using the equity | |||||||
| method | - | - | |||||
| Exchange differences on translating | |||||||
| the financial statements of foreign | |||||||
| operations | - | - | |||||
| Total income tax recognized in other | |||||||
| comprehensive income | $ | - | $ | - |
34
2.The movements of deferred tax assets and deferred tax liabilities were as follows :
| Temporary difference Unrealized inventory loss Unrealized exchange loss Allowance for impairment loss Unrealized employee benefit liabilities Impairment loss on nonfinancial assets Others Deferred tax expense Deferred tax assets (liabilities), net Information expressed on the balance sheet Deferred tax assets Deferred tax liabilities |
2021 | 2021 | ||||
|---|---|---|---|---|---|---|
| Balance at January1 $ 621 6,611 741 21,508 894 (183,747) $ (153,372) $ 30,375 |
Recognized in profit or (loss) $ (310) 1,061 (40) (6,254) 645 6,134 $ 1,236 |
Recognized in other comprehensive income $ - - - - - - $ - |
Recognized inequity $ - - - - - - $ - |
Exchange difference $ - - - - - - $ - |
Ending balance |
|
| $ 311 7,672 701 15,254 1,539 (177,613) |
||||||
| $ (152,136) | ||||||
| $ 25,477 | ||||||
| $ 183,747 | $ 177,613 |
| Temporary difference Unrealized inventory loss Unrealized exchange loss Allowance for impairment loss Unrealized employee benefit liabilities Impairment loss on nonfinancial assets Others Deferred tax expense Deferred tax assets (liabilities), net Information expressed on the balance sheet Deferred tax assets Deferred tax liabilities |
2020 | 2020 | ||||
|---|---|---|---|---|---|---|
| Balance at January1 $ 382 1,445 482 21,800 894 (185,185) $ (160,182) $ 25,003 |
Recognized in profit or (loss) $ 239 5,166 259 (292) - 1,438 $ 6,810 |
Recognized in other comprehensive income $ - - - - - - $ - |
Recognized inequity $ - - - - - - $ - |
Exchange difference $ - - - - - - $ - |
Ending balance |
|
| $ 621 6,611 741 21,508 894 (183,747) |
||||||
| $ (153,372) | ||||||
| $ 30,375 $ 183,747 |
||||||
| $ 185,185 |
- Unrecognized deferred income tax assets and Deferred income tax liabilities
(1)Unrecognized deferred income tax assets
The Company is not likely to have taxable income that can be realized or will return in the foreseeable future, and the unrecognized deferred income tax assets are as follows : Deferred Income tax expense As of December 31, recognized in profit or loss 2021 2020 Unrecognized deferred income tax assets : Temporary difference $ 159,439 $ 158,955
35
(2)Unrecognized deferred income tax assets and liabilities related to investment subsidiaries and related companies
For foreign subsidiaries and foreign affiliates, the Company did not recognize related deferred income tax assets/or deferred income tax liabilities due to the conversion differences in the financial statements of foreign operating institutions. Most of the Company's investments are long-term in nature and will not be dealt with in the foreseeable future. The differences will not reverse in the foreseeable future, or the differences will not be realized in the foreseeable future.
| Deferred Income tax expense recognized in other comprehensive income Unrecognized deferred income tax assets (liabilities) :Recognized in equity |
As of December 31, | As of December 31, |
|---|---|---|
| 2021 $ 33,920 |
2020 | |
| $ 8,022 |
4. Income tax assessments
The Corporation’s income tax returns through 2019 have been examined by the tax authority.
5. Information about undistributed earnings
The tax rate of undistributed earnings is 5%.
(XVIII) Equity
1.Capital stock
The total authorized capital of the Company were $2,400,000, separately at NTD10 par value with 240,000 thousand shares separately issued. The total authorized capital stated above was common share. As of December 31, 2021 and 2020, the shares issued were $2,400,000 and 240,000 thousand shares based on the same denomination.
The balance of the Company’s capital stock is as follows :
| Items Original subscription and cash capital increase Capitalization of retained earnings Capitalization of capital surplus Capitalization of special capital reserve Total |
Amount |
|---|---|
| $ 537,762 1,251,626 563,439 47,173 $ 2,400,000 |
2. Capital surplus
Pursuant to the Compay Act, the capital surplus may be used to offset a deficit; the capital surplus generated from donations and the excess of the issuance price over the par value of capital stock may not be used for any purpose, except may be appropriate capital in accordance with the resolution of the shareholders meeting.
The capital reserve generated by the premium of the issued share capital shall not exceed the limit prescribed by relevant laws and regulations. The capital reserve can also be distributed in cash.
The balance of the Company’s capital surplus is as follows :
| As of December 31, 2021 2020 $ 40,970 $ 38,447 167,367 167,367 $ 208,337 $ 205,814 |
|
|---|---|
| Items | 2021 $ 40,970 167,367 $ 208,337 |
| Treasury stock trading Changes in the net equity of the associtaes are recognized in accordance with the equity method Total |
36
3. legal capital reserve
Pursuant to the Compay Act, the legal capital reserve shall be allocated until the total paidin capital of the company. The legal capital reserve can be used to make up for losses; when the company has no losses, it can be approved by the shareholders meeting to issue new shares or cash with the legal capital reserve, but only if the reserve exceeds 25% of the paid-in capital.
According to the Ministry of Economic Affairs Letter No. 10802432410 dated January 9, 2020, when a company makes a statutory surplus reserve in accordance with Article 237 of the Company Law, it shall be handled by the company on the basis of "net profit after tax for the current period" Starting from the distribution of surplus in the financial statements for the year 2019, the statutory surplus reserve shall be set out as the basis for the statutory surplus reserve, but the company can extend it to 2020 after the current period’s net profit after tax plus the amount of items other than the current period’s net profit after tax included in the current year’s undistributed surplus. The distribution of surpluses in the annual financial statements is applicable. There is no need to retrospectively adjust the statutory surplus reserve provided by the company in the past year. The Company began to apply the surplus distribution in the 2020 financial statements.
4. Special capital reserve
According to the regulations of the FSC, the listed company shall make a special surplus reserve for the net deduction of shareholders' equity in the account. When the deduction amount of shareholder's equity subsequently decreases, the special capital reserve may be transferred back to unappropriated earnings.
When first applying the IFRS approved by the FSC, the Company chose to adopt the exemption in IFRS 1 “First-time Adoption of International Financial Reporting Standards”. The unrealized revaluation increment under the shareholder’s equity was stated following the rule of using the fair value on the conversion date as the recognized cost to increase retained earnings. Pursuant to the regulations of Gin-Guan-Zheng-Fa-Zi No.1010012865 issued on April 6, 2012, a same amount of special reserves should be stated. When relative assets were used, disposed or reclassified, the original rate to state the special reserves could be used to reverse the allocation of earnings.
5. Distribution of earnings
According to the articles of association of the Company: If the Company makes a profit during the year, 2% shall be allocated for employee remuneration and 5% or less for directors and supervisors’ remuneration. However, if the Company still has accumulated losses, the amount shall be reserved in advance.
The Company’s industrial environment is changeable, and the life cycle of the Company is in a stable growth stage. Considering the company’s future capital needs and long-term financial planning, and meeting shareholders’ demand for cash inflows, if the Company has a surplus after its annual accounts, it will not be paid in accordance with the law. In addition to income tax for profit-making businesses and making up of losses in previous years, 10% of the statutory surplus reserve and special surplus reserve required by the Securities Exchange Law should be allocated first. If there is a surplus, it may be based on the actual profit and capital situation of the current year. After the resolution of the board of directors is passed, it is reported to the shareholders meeting to resolve the distribution of shareholder dividends.
At 2021, the Company's estimated total amount of employee compensation and directors and supervisors' compensation is $27,367. According to the Company's management, distribution plan, the amount of pre-tax net profit for the year before the deduction of employee compensation and directors and supervisors' compensation is estimated at a rate and recognized It is the cost of the current year. However, if there is a discrepancy between the actual allotment amount and the estimated amount in the subsequent resolutions of the shareholders' meeting, it will be listed as the profit and loss of the year of the shareholders' meeting.
37
On July 14, 2021 and June 23, 2020, the Company passed the resolutions of the regular shareholders' meeting on the income distribution in 2020 and 2019, and the dividends per share and employee remuneration, directors and supervisors remuneration are as follows :
| Dividend per share (NTD) Cash employee remuneration -Cash Directors and supervisors remuneration Total |
2020 $ 1.1 $ 10,878 16,318 $ 27,196 |
2019 |
|---|---|---|
| $ 1 | ||
| $ 11,159 16,739 $ 27,898 |
There is no difference between the above-mentioned surplus distribution and the resolution of the company’s board of directors.
The board of directors of the Company resolved on March 30, 2022 to pass the 2021 surplus distribution proposal as follows :
| surplus distribution proposal as | follows: |
|
|---|---|---|
| legal capital reserve Cash dividend Total |
Earnings distribution 2021 $ 42,413 264,000 $ 306,413 |
Dividend per share (NTD) 2021 |
| $ 1.1 |
The appropriation of earnings for 2021 is subject to the resolution of the stockholders in the stockholders’ meeting.
Regarding the approval of the board of directors and the resolution of the shareholders meeting for the distribution of earnings, please go to the "Market Observation Post System" of the Taiwan Stock Exchange for inquiries.
The above-mentioned information on employee compensation and directors and supervisors' compensation can be inquired from the " Market Observation Post System " of the Taiwan Stock Exchange.
6. Dividend policy
The Company’s industrial environment is changeable, and the life cycle of the Company is at a stage of steady growth. Considering the Company’s future capital needs and long-term financial planning, and meeting shareholders’ demand for cash inflows, the Company’s dividend policy comprehensively considers capital reserves and retention factors such as surplus, financial structure, capital budget and operating conditions determine the most appropriate method of distribution.
7. Other equity
The relevant exchange difference arising from the conversion of the net assets of the foreign operating organization from its functional currency into New Taiwan dollars is directly recognized as other comprehensive income and accumulated in the exchange differences on translating the financial statements of foreign operations under other equity items. For financial assets measured at fair value through other comprehensive gains and losses, changes in fair value are directly recognized as other comprehensive gains and losses, and accumulated under other equity items that are unrealized appraisal gains and losses for financial assets measured at fair value through other comprehensive gains and losses. It shall not be reclassified to profit or loss in subsequent periods. The actuarial gains and losses on the determined benefit plan are recognized under other comprehensive gains and losses, and immediately recognized as retained earnings, and cannot be reclassified to profit or loss in subsequent periods.
38
(XIX) Treasury stocks
==> picture [498 x 45] intentionally omitted <==
----- Start of picture text -----
Number of Net Number of
shares as of Increase shares as of
Cause Subsidiary name January 1 (Decrease) December 31
12.31.2021
----- End of picture text -----
| 12.31.2021 | ||||
|---|---|---|---|---|
| The list of stocks of the Company | The World | 2,293,865 | - | 2,293,865 |
| held by the subsidiaries | Champion Co., | |||
| Ltd. | ||||
| 12.31.2020 | ||||
| The list of stocks of the Company | The World | 2,293,865 | - | 2,293,865 |
| held by the subsidiaries | Champion Co., | |||
| Ltd. |
The company's Subsidiary, The World Champion Co., Ltd., holds shares of the company, with a cost of NTD$16.86 per share, the market price of each share on December 31, 2021 and 2020 was NTD$32.55 and NTD$36.60, respectively.
(XX) EARNINGS PER SHARE
The earnings per share and the weighted average number of ordinary shares used to calculate the earnings per share are as follows :
Net Profit for the Year
| ARNINGS PER SHARE The earnings per share and the weighted e earnings per share are as follows :Net Profit for the Year |
average number of | ordinary shares u |
|---|---|---|
| Profit attributable to ordinary shareholders Effect of potentially dilutive ordinary shares :Employees’ compensation Earnings used to calculate diluted earnings per share Thousand shares The weighted average number of ordinary shares used to calculate basic earnings per share Effect of potentially dilutive ordinary shares :Employees’ compensation The weighted average number of ordinary shares used to calculate the diluted earnings per share |
2021 $ 447,878 - $ 447,878 2021 237,706 - 237,706 |
2020 |
| $ 429,096 - $ 429,096 |
||
| 2020 | ||
| 237,706 - 237,706 |
The company has the option to settle compensation paid to employees in cash or stock. During the computation of diluted earnings per share, the company assumed the entire amount of the compensation or bonuses would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding, if the effect is dilutive. The Company’s authorized capital has been issued in full, and employee compensation has been paid in cash. Therefore, the basic earnings per share and the diluted earnings per share are the same.
(XXI) Employee benefits, depreciation and amortization expense
| 2021 | Belonging to operatingcosts $ 199,331 21,840 8,599 |
Belonging to operatingexpenses $ 216,917 21,156 8,828 |
Total |
|---|---|---|---|
| $ 416,248 42,996 17,427 |
|||
| Employee benefit expenses Wages and salaries (Note b) Labor/health insurance expense Pension expense (Note a) (next) |
39
| (continued) | ||||||
|---|---|---|---|---|---|---|
| Director's remuneration | - | 22,606 | 22,606 | |||
| Total | $ | 229,770 | $ | 269,507 | $ | 499,277 |
| Depreciation expense | $ | 52,896 | $ | 21,996 | $ | 74,892 |
| Amortization expense | $ | 5,865 | $ | 1,267 | $ | 7,132 |
| 2020 | ||||||
| Employee benefit expenses | ||||||
| Wages and salaries (Note b) | $ | 201,926 | $ | 215,264 | $ | 417,190 |
| Labor/health insurance expense | 19,520 | 19,272 | 38,792 | |||
| Pension expense (Note a) | 8,946 | 9,265 | 18,211 | |||
| Director's remuneration | - | 22,122 | 22,122 | |||
| Total | $ | 230,392 | $ | 265,923 | $ | 496,315 |
| Depreciation expense | $ | 59,160 | $ | 23,823 | $ | 82,983 |
| Amortization expense | $ | 6,179 | $ | 131 | $ | 6,310 |
Note a:please refer to note VI(XV). |
||||||
Note b:please refer to note VI(XVIII). |
-
1.As of December 31, 2021 and 2020, the number of employees of the Company was 748 and 757, respectively. The number of directors who are not part-time employees are 13.
-
2.The average employee benefit expenses in 2021 and 2020 were $649 and $637, respectively.
-
3.The average salary costs in 2021 and 2020 were $566 and $561, respectively, and the average increase in salary for employees in the two years was 1.88% and 7.68%, respectively.
-
4.Supervisors’Remuneration in 2021 and 2020: The Company has no supervisors, so it is not applicable.
-
5.The Company’s employee remuneration policy: The Company’s employee salaries include salary, job allowances, work allowances, full attendance bonuses, annual bonuses and other items. New employees are paid based on their academic experience, market conditions and the company's ability to pay, while existing employees are adjusted based on price changes, employee performance and the company's ability to pay. Employee remuneration is based on Article 34 of the company’s articles of association. If the company makes a profit each year, 2% shall be allocated as employee remuneration, but if the Company still has accumulated losses, it shall reserve the compensation amount in advance. The salary of managers and employee remuneration have been reviewed and approved by the Company’s salary and remuneration committee.
-
6.The remuneration policy of directors of the Company: Article 31 of the Company's articles of association stipulates that the remuneration of directors shall be authorized by the board of directors to be negotiated with reference to the level of peers in accordance with the degree of participation of the directors in the operation of the company and the value of their contributions. Remuneration of Directors According to Article 34 of the Articles of Association of the Company, if the Company makes a profit during the year, it shall allocate less than 5% as directors’ remuneration. However, if the Company still has accumulated losses, it shall reserve the compensation amount in advance. The remuneration of the Company’s directors has been reviewed and approved by the Company’s salary and remuneration committee on the Company’s scale, industry characteristics, business nature, operating performance, market conditions, future risks, and salary and remuneration over the years.
40
(XXII) Operating revenue
| Operating revenue | Operating revenue | Operating revenue |
|---|---|---|
| The analysis of the Company’s operating revenue is as follows: Forthe years endedDecember31, 2021 2020 Sales revenue $ 2,306,253 $ 2,316,065 Rental income 5,200 5,376 Total $ 2,311,453 $ 2,321,441 |
||
| 2021 $ 2,306,253 5,200 $ 2,311,453 |
2020 $ 2,316,065 5,376 $ 2,321,441 |
The Company’s merchandise sales revenue is generated by the transfer of merchandise to customers at a certain point in time; rental income is generated by the gradual transfer of labor services to customers over time.
(XXIII) Other income
| Other income | |
|---|---|
| Dividend income From financial assets at fair value through other comprehensive income Other gains and losses Net foreign currency exchange losses Royalty income Income from personnel expenses sharing Commission income Directors' remuneration income Others Loss on disposal of property, plant and equipment Fair value changes of financial assets mandatorily classified as at FVTP Total |
Forthe years endedDecember31, 2021 2020 $ 7,045 $ 6,307 For the years ended December 31, 2021 2020 $ (16,208 ) $ (32,627 ) 6,712 7,299 4,000 4,073 145 102 22,823 20,987 9,697 3,003 (279) (3,039) 6,573 7,219 $ 33,463 $ 7,017 |
| 2021 $ (16,208 ) 6,712 4,000 145 22,823 9,697 (279) 6,573 $ 33,463 |
(XXIV) Other gains and losses
The “Fair value changes of financial assets mandatorily classified as at FVTP” for the year 2021 above was $6,573, which was the realized appraisal benefit of the disposal fund.
(XXV)Finance costs
| Finance costs | ||
|---|---|---|
| Interest on bank loans Interest on leases liabilities Interest on deposit Total |
For the years ended December 31, | |
| 2021 $ 7,514 364 4 $ 7,882 |
2020 | |
| $ 7,722 434 4 $ 8,160 |
(XXVI)Financial instruments
1.Types of financial instruments
| (XXVI)Financial instruments 1.Types of financial instruments |
||
|---|---|---|
| Financial assets Measured at amortized cost Cash and cash equivalents Notes and accounts receivable Other receivables Other financial assets (next) |
As at December 31, | |
| 2021 $ 223,406 304,997 15,790 599,964 |
2020 $ 246,424 267,444 11,961 314,781 |
41
| (continued) Financial assets measured at amortized cost Refundable deposit Subtotal Measured at fair value Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income Total Financial liabilities Measured at amortized cost Short-term loans Notes and accounts payable Other payables Lease liabilities Total |
82,890 31,183 1,258,230 - 172,984 $ 1,431,214 $ 820,000 236,816 152,526 38,972 $ 1,248,314 |
28,050 25,307 |
|---|---|---|
| 893,967 44,895 136,808 |
||
| $ 1,075,670 | ||
| $ 680,000 215,359 148,941 34,034 $ 1,078,334 |
2. Financial risk management objectives
The Company's financial risk management objective is to manage exchange rate risk, interest rate risk, credit risk and liquidity risk related to operating activities. In order to reduce related financial risks, the Company is committed to identifying, evaluating and avoiding market uncertainties in order to reduce the potential adverse effects of market changes on the Company's financial performance.
The Company does not trade financial instruments for speculative purposes. The company has established appropriate policies, procedures and internal controls for the above financial risk management in accordance with relevant regulations. Important financial activities must be reviewed by the board of directors in accordance with relevant regulations and internal control systems. During the execution period of financial management activities, the Company must actually follow the relevant regulations of financial risk management.
3. Market risk
The main market risks that the Company's operating activities impose on the Company are foreign currency exchange rate changes and interest rate changes. In addition, the Company uses its own funds and bank borrowings to flexibly adjust to meet operational needs. Because most of the Company's floating interest rate net assets mature within one year, and the current market interest rates are already low, it is expected that there will be no significant interest rate changes risk, so does not use derivative financial instruments to manage interest rate risk.
(1)Foreign currency risk
Some of the Company's operating activities and net investments in foreign operating institutions are mainly trade in foreign currencies, so foreign currency exchange rate risks arise. In order to avoid a decrease in the value of foreign currency assets and fluctuations in future cash flows due to exchange rate changes, the Company uses short-term loans to avoid exchange rate risks. The use of such financial instruments can help the Company reduce but still cannot completely exclude the impact of foreign currency exchange rate changes.
The net investment of foreign operating institutions is a strategic investment, so the Company does not hedge against it.
Sensitivity analysis of foreign currency exchange rate risk is mainly calculated based on foreign currency monetary items at the end of the financial reporting period. When NTD strengthens / weakened against the USD by 1%, the profit for the years ended December 31, 2021 and 2020 decreases/increases by $7,719 and $4,619, respectively.
42
(2)Interest rate risk
Interest rate risk refers to the risk of changes in the fair value of financial instruments and changes in cash flow due to changes in market interest rates. The Company's interest rate risk includes the above two.
The sensitivity analysis of interest rate risk is determined by the risk of nonderivative financial instrument interest rate risk at the end of the financial reporting period. If Interest rate increases / decreases by 1%, the profit for the years ended December 31, 2021 and 2020 decreases/increases by $6,900 and $6,763, respectively.
(3)Other price risks
The listed and unlisted equity securities and fund investments held by the Company, the prices of these equity securities and fund investments will be affected by the uncertainty of the future value of the investment targets.
All of the Company’s major equity instrument investments must be approved by the Company’s board of directors.
The fund investment held by the Company is measured at fair value through profit or loss; listed equity securities are measured at fair value through other comprehensive gains or losses; and unlisted equity securities are measured at fair value through profit or loss and other comprehensive income, respectively.
The price risk of the Company’s equity instruments and fund investments mainly comes from investments classified as fair value through profit or loss and fair value through other comprehensive income.
The sensitivity analysis of equity instruments and fund price risks is based on the change in fair value at the end of the financial reporting period. If the price of equity instruments and fund investment rise/fall 1%, the profit for the years ended December 31, 2021 and 2020 increases / decreases by $1,730 and $1,817, respectively.
4.Credit risk management
Credit risk refers to the risk of the Company's financial losses caused by the counterparty's default. The Company’s policy is to try to trade with reputable objects to reduce the risk of financial loss. In addition to pre-transaction credit investigations, the Company also continuously monitors credit risk insurance and counterparty credit status during the transaction process, and continues to diversify customer sources and expand overseas markets to reduce customer concentration.
The Company had no credit risk concentrated on a single customer in 2021 and 2020, so the credit risk is indeed limited.
5. Liquidity risk
The Company’s goal of managing liquidity risk is to maintain cash and cash equivalents, highly liquid securities, and sufficient bank financing lines ensure that the Company has sufficient financial flexibility.
In addition to lease liabilities based on discounted, the table below summarizes the maturity profile of the Company’s financial liabilities based on undiscounted contractual payments with carrying amounts that approximated contractual cash flows:
As at December 31, 2021
| Non-derivative financial liabilities Short-term loans Notes and accounts payable Other payables Lease liabilities Total |
Within 6 months $ 560,000 236,816 125,159 5,906 $ 927,881 |
7~12 months $ 260,000 - 27,367 6,514 $ 293,881 |
1~5 years $ - - - 26,552 $ 26,552 |
Over 5 years $ - - - - $ - |
Total |
|---|---|---|---|---|---|
| $ 820,000 236,816 152,526 38,972 $ 1,248,314 |
43
As at December 31, 2020
| Non-derivative financial liabilities Short-term loans Notes and accounts payable Other payables Lease liabilities Total |
Within 6 months $ 480,000 215,359 121,745 5,927 $ 823,031 |
7~12 months $ 200,000 - 27,196 5,830 $ 233,026 |
1~5 years $ - - - 22,277 $ 22,277 |
Over 5 years $ - - - - $ - |
Total |
|---|---|---|---|---|---|
| $ 680,000 215,359 148,941 34,034 $ 1,078,334 |
| 6.Foreign currency assets | 6.Foreign currency assets | and liabilities with significant exchange | and liabilities with significant exchange | and liabilities with significant exchange | and liabilities with significant exchange | rate fluctuations | rate fluctuations | ||
|---|---|---|---|---|---|---|---|---|---|
| The Company's business involves a | variety of non-functional currencies, | so it is | |||||||
| affected by exchange rate fluctuations, and there are large | exchange rate | fluctuations. | |||||||
Information about foreign currency assets and liabilities is as follows: |
|||||||||
| Foreign | Exchange | ||||||||
| Currency | Exchange | NTD | gains and | ||||||
| currency | (thousand) | Rate | (thousand) | losses | |||||
Monetary items: |
|||||||||
| As at December 31, 2021 | |||||||||
| Financial Assets | |||||||||
| Cash and cash equivalents | USD | 3,215 | 27.63 | $ | 88,843 | $ | (3,626 ) | ||
| Notes and accounts | USD | 693 | 27.63 | - | |||||
| receivable | 19,207 | ||||||||
| Notes and accounts | EUR | 21 | 31.38 | 662 | - | ||||
| receivable | |||||||||
| Other financial assets | USD | 21,004 | 27.63 | 580,354 | (23,588 ) | ||||
| Financial assets measured | USD | 3,000 | 27.63 | 82,890 | (10,694 ) | ||||
| at amortized cost | |||||||||
| Exchange gains and losses from general transactions | 21,700 | ||||||||
| Net | $ | (16,208 ) | |||||||
| As at December 31, 2020 | |||||||||
| Financial Assets | |||||||||
| Cash and cash equivalents | USD | 4,332 | 28.05 | $ | 121,522 | $ | (6,353 ) | ||
| Notes and accounts | USD | 369 | 28.05 | 10,353 | - | ||||
| receivable | |||||||||
| Notes and accounts | EUR | 43 | 34.59 | 1,466 | - | ||||
| receivable | |||||||||
| Other financial assets | USD | 10,715 | 28.05 | 300,560 | 23,301 | ||||
| Exchange gains and losses from general transactions | (2,973 ) | ||||||||
| Net | $ | (32,627 ) | |||||||
| Foreign | |||||||||
| Currency | Exchange | NTD | |||||||
| currency | (thousand) | Rate | (thousand) | ||||||
Non-Monetary items: |
|||||||||
| As at December 31, 2021 | |||||||||
| Investments accounted for | USD | 2,858 | 27.63 | $ 78,966 | |||||
| using equity method | |||||||||
| Investments accounted for | THB | 1,109,653 | 0.8141 | 903,368 | |||||
| using equity method | |||||||||
| Investments accounted for | VND | 514,609,334 | 0.00122041 | 628,034 | |||||
| using equity method | |||||||||
| As at December 31, 2020 | |||||||||
| Investments accounted for | USD | 3,063 | 28.05 | $ 85,913 | |||||
| using equity method | |||||||||
| Investments accounted for | THB | 1,158,449 | 0.9229 | 1,069,133 | |||||
| using equity method | |||||||||
| Investments accounted for | VND | 508,339,815 | 0.0012342 | 627,218 | |||||
| using equity method |
44
7.Fair value of financial instruments
- (1) Fair valuation techniques for instruments measured at fair value
A.Measure the fair value of financial instruments based on amortized cost
The Company’s key management believes that the Company’s financial assets and financial liabilities measured at amortized costs are close to their fair values in the accompanying parent company only financial statements.
B.Fair valuation techniques for instruments measured at fair value
The fair value of financial assets and financial liabilities is determined by the following methods:
-
●The fair value of financial assets and financial liabilities with standard terms and conditions that are traded in an active market is determined with reference to market quotes.
-
●The fair value of stocks that are not publicly quoted is determined according to market methods analysis and multiple methods (a kind of market methods), and based on recognizing pricing models.
-
(2)The fair value recognized in the parent company only balance sheets.
The following table of the Company provides analysis information of financial instruments measured by fair value after initial recognition, and reveals the analysis information by dividing the fair value into the following three levels according to the degree of observability :
-
Level 1
:Quoted (unadjusted) market prices in active markets for identical assets or liabilities. -
Level 2
:Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (e.g. price) or indirectly (e.g. derived from price) from the active markets. -
Level 3
:Level 3 inputs are inputs that measure fair value to the extent that relevant observable inputs are not available in the market. -
(3) Financial assets measured at fair value on a repeatability basis
The Company's financial assets measured at fair value on a repeatability basis, and their fair value levels are as follows :
| As at December 31,2021 Financial assets Financial assets at FVTPL Unlisted shares Financial assets at FVTOCI Listed shares Unlisted shares Total As at December 31,2020 Financial assets Financial assets at FVTPL Mutual funds Unlisted shares Financial assets at FVTOCI Listed shares Unlisted shares Total |
Level 1 $ - 110,120 - $ 110,120 $ - - 77,730 - $ 77,730 |
Level 2 $ - - - $ - $ 44,895 - - - $ 44,895 |
Level 3 $ - - 62,864 $ 62,864 $ - - - 59,078 $ 59,078 |
Total |
|---|---|---|---|---|
| $ - 110,120 62,864 |
||||
| $ 172,984 | ||||
| $ 44,895 - 77,730 59,078 $ 181,703 |
45
- (4) Reconciliation of Level 3 fair value measurements of financial instruments
The Company’s financial assets measured at the 3 level of fair value are mainly financial assets at fair value through other comprehensive income. The reconciliation from January 1 to December 31, 2021 and 2020 is as follows :
| Balance at January 1 Recognized in other comprehensive income Balance at December 31 |
2021 $ 59,078 3,786 $ 62,864 |
2020 $ 55,938 3,140 $ 59,078 |
|---|---|---|
(5) In 2021 and 2020, the Company does not have a transfer fair value measurement of financial instruments between level 1 and level 2.
(XXVII) Captital management
The Company's capital management goal is to be able to maintain the best capital structure before continuing to operate and grow, so as to provide shareholders with sufficient remuneration. The Company’s capital structure management strategy is based on factors such as the scale of the Company’s business, the future growth of the industry, product development blueprints and changes in the external environment to plan the required production capacity and what is needed to achieve this capacity plant equipment and corresponding capital expenditure; According to the characteristics of the industry, calculate the required working capital and cash, and estimate the possible product profit, operating profit rate and cash flow, consider the industry's business cycle fluctuations and product life cycle and other risk factors to determine the most appropriate capital for the Company structure.
As the years ended December 31, 2021 and 2020, the Company’s rate of liabilities is as follows :
follows : |
||
|---|---|---|
| Total liabilities Total assets Rate of liabilities |
As at December 31, | |
| 2021 $ 1,763,490 $ 7,033,163 25% |
2020 | |
| $ 1,654,146 | ||
| $ 6,809,567 24% |
The ratio on December 31, 2021 was slightly increased than the ratio on December 31, 2020, but there has been no significant change.
(XXVIII) Cash flow information
Reconciliation of liabilities arising from financing activities :
| Balance at January 1, 2020 Financing Cash Flow: Increase Short-term loans Repayment of short-term loans Balance at December 31, 2020 Financing Cash Flow :Increase short-term loans Repayment of short-term loans Balance at December 31 , 2021 |
Short-term loans $ 750,000 2,260,000 (2,330,000 ) 680,000 2,520,000 (2,380,000 ) $ 820,000 |
|---|---|
VII.Related Party Transactions
(I) Name of related parties and relationship with the related parties
N a m e o f r e l a t e d p a r t y R e l a t i o n s h i p w i t h t h e C o m pa n y The World Champion Co., Ltd. Subsidiaries of the Company for using the equity method Summit Industrial Co., Ltd. Subsidiaries of the Company for using the equity method
(next)
46
(continued) Saigon Ve Wong Co., Ltd. Subsidiaries of the Company for using the equity method Thai Fermentation Industry Co., Ltd. Subsidiaries of the Company for using the equity method Tai Ve Corporation Subsidiaries of the Company for using the equity method Best Founder Corporation Subsidiaries of the Company for using the equity method Green TFL Co., Ltd. Subsidiaries of the Company for using the equity method PT Ve Wong Budi Indonesia Associates of the Company for using the equity method Koh Kong Sugar Industry Co., Ltd. Associates of the Company for using the equity method Koh Kong Plantation Co., Ltd. Associates of Best Founder Corporation for using the equity method
(II) Significant transactions with related parties
1.Purchases
(1)The transaction amount is less than $100,000 :
| Name of related party The World Champion Co., Ltd. Green TFL Co., Ltd. Thai Fermentation Industry Co., Ltd. Total |
For theyears ended December 31, | For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|---|
| 2021 Amount Percent of net purchases %$ 54,148 4 989 - - - $ 55,137 4 |
2020 | ||
| Amount $ 54,148 989 - $ 55,137 |
Amount $ 57,391 729 77,263 $ 135,383 |
Percent of net purchases % |
|
| 5 - 6 11 |
Purchase price : The World Champion Co., Ltd. and Green TFL Co., Ltd., both parties decide according to market price ; The price purchased from Thai Fermentation Industry Co., Ltd. is calculated based on the purchase cost of Thai Fermentation Industry Co., Ltd. plus packaging costs. Payment terms : The payment period of The World Champion Co., Ltd. is determined in 。 accordance with the Company's payment policy The payment period of Green TFL Co., Ltd. is 60 days after the purchase, no major difference from general transactions; Thai Fermentation Industry Co., Ltd. pays by T/T.
(2) The transaction amount is more than $100,000 :
| Name of relatedparty Summit Industrial Co., Ltd. Thai Fermentation Industry Co., Ltd. Total |
For theyears ended December 31, 2021 2020 Amount Percent of net purchases %Amount Percent of net purchases %$ 125,390 10 $ 132,678 11 112,878 9 - - $ 238,268 19 $ 132,678 11 |
For theyears ended December 31, 2021 2020 Amount Percent of net purchases %Amount Percent of net purchases %$ 125,390 10 $ 132,678 11 112,878 9 - - $ 238,268 19 $ 132,678 11 |
For theyears ended December 31, 2021 2020 Amount Percent of net purchases %Amount Percent of net purchases %$ 125,390 10 $ 132,678 11 112,878 9 - - $ 238,268 19 $ 132,678 11 |
|---|---|---|---|
| 2020 | |||
| Amount | Percent of net purchases % |
||
| $ 132,678 - $ 132,678 |
11 - 11 |
Purchase price : The price purchased from Thai Fermentation Industry Co., Ltd. is calculated based on the purchase cost of Thai Fermentation Industry Co., Ltd. plus packaging costs, The price purchased from Summit Industrial Co., Ltd. is determined based on market prices.
Payment terms : The payment period of Summit Industrial Co., Ltd. is 60 days after the purchase, no major difference from general transactions. Thai Fermentation Industry Co., Ltd. pays by T/T.
47
2.Sales
(1) The transaction amount is less than $100,000 :
| For theyears ended December | For theyears ended December | For theyears ended December | 31, | |||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||
| Percent of net | Percent of net | |||||||
| Name of relatedparty | Amount | revenue% |
Amount | revenue% |
||||
| Saigon Ve Wong Co., Ltd. | $ | 539 | - | $ | 1,018 | - | ||
| Summit Industrial Co., Ltd. | 340 | - | 198 | - | ||||
| Green TFL Co., Ltd. | 3,590 | - | 2,428 | |||||
| Thai Fermentation Industry Co., | ||||||||
| Ltd. | 4 | - | - | - | ||||
合 |
計 |
$ | 4,473 | - | $ | 3,644 | - | |
Sale price:In principle, |
both | parties decide according to market price. |
Collection terms : The collection period is determined in accordance with the Company's collection policy, and there is no major difference from general transactions.
-
(2)The transaction amount is more than $100,000
:none. -
3.As the years ended December 31, 2021 and 2020, the Company’s financing provided for related party is as follows
:
| Name of related party PT Ve Wong Budi Indonesia |
Items Overdue receivables Less: allowance for impairment loss Net |
As at December 31, 2021 2020 $ 139,293 $ 139,293 (139,293) (139,293 ) $ - $ - |
|---|---|---|
| 2021 $ 139,293 (139,293) $ - |
- 4.As the years ended December 31, 2021 and 2020, the Company’s endorsements and guarantees providing for related party is as follows
:
| Name of relatedparty Summit Industrial Co., Ltd. Koh Kong Plantation Co., Ltd. Koh Kong Sugar Industry Co., Ltd. Total |
As at December 31, 2021 2020 $ 50,000 $ 50,000 132,624 134,640 226,566 230,010 $ 409,190 $ 414,650 |
|---|---|
| 2021 $ 50,000 132,624 226,566 $ 409,190 |
5.Significant financial assets and liabilities with related parties
==> picture [466 x 46] intentionally omitted <==
----- Start of picture text -----
As at December 31,
2021 2020
Items Name of related party Amount % Amount %
Note receivables Summit Industrial Co., Ltd. $ - - $ 1 -
----- End of picture text -----
| Note receivables | Summit Industrial Co., Ltd. $ |
- | - | $ |
1 | - | |
|---|---|---|---|---|---|---|---|
| Accounts receivables | Green TFL Co., Ltd. | 622 | - | 667 | - | ||
| Summit Industrial Co., Ltd. | 97 | - | 4 | - | |||
| Saigon Ve Wong Co., Ltd. | 129 | - | 184 | - | |||
| Other receivables- | Saigon Ve Wong Co., Ltd. | 14,874 | 94 | 7,363 | 62 | ||
| related parties | |||||||
| Summit Industrial Co., Ltd. | 904 | 6 | 307 | 2 | |||
| Tai Ve Corporation | - | - | 4,276 | 36 | |||
| Green TFL Co., Ltd. | 12 | 15 | - | ||||
| Overdue receivables | PT Ve Wong Budi Indonesia | 170,803 | - | 170,803 | - | ||
| Less: allowance for | PT Ve Wong Budi Indonesia | (170,803 ) | - | (170,803 ) | - | ||
| impairment loss | |||||||
| Notes and accounts | Summit Industrial Co., Ltd. | 19,204 | 8 | 31,472 | 15 | ||
| payable | |||||||
| (next) |
48
| (continued) | |||||||
|---|---|---|---|---|---|---|---|
| The World Champion Co., | 21,252 | 9 | 15,849 | 7 | |||
| Ltd. | |||||||
| Green TFL Co., Ltd. | 173 | - | 355 | - | |||
| Other payables | The World Champion Co., | 172 | - | 192 | - | ||
| Ltd. | |||||||
| Summit Industrial Co., Ltd. | 64 | - | 77 | - | |||
| Green TFL Co., Ltd. | 189 | - | - | - |
6.Others
| 6.Others | |||
|---|---|---|---|
| Name of related party Saigon Ve Wong Co., Ltd. Thai Fermentation Industry Co., Ltd. Tai Ve Corporation Green TFL Co., Ltd. Summit Industrial Co., Ltd. The World Champion Co., Ltd. |
Items Royalty income Director's remuneration Other gains Other gains Operating expenses reduction Operating expenses |
For theyears ended December 31, | |
| 2021 $ 6,712 22,823 4,000 95 24 1,097 |
2020 | ||
| $ 7,299 20,987 4,073 60 2 1,423 |
7.Lease
==> picture [435 x 198] intentionally omitted <==
----- Start of picture text -----
For the years ended December 31,
Name of related party Items 2021 2020
Summit Industrial Co., Ltd. Rental income $ 3,429 $ 3,429
Green TFL Co., Ltd. 360 -
Tai Ve Corporation Rental expense -(note) -(note)
The rents listed above were determined by both parties to the lease in consideration of the
general rent level, and the rent collection (payment) is based on monthly collection (payment).
Note:The lease agreement between the Company and Tai Ve Corporation is as follows:
As at December 31,
Items 2021 2020
Right-of-use assets-cost $ 44,677 $ 44,677
Lease liabilities $ 18,171 $ 27,105
For the years ended December 31,
2021 2020
Interest on leases liabilities $ 258 $ 357
----- End of picture text -----
8.Endorsement / guarantee
As the years ended December 31, 2021 and 2020, the immovable property form the Company transferred to Tai Ve Corporation (including its investments properties), which continued to be provided to the Company as loans from financial institutions and purchases. The details of the collateral of the performance bond are as follows:
| Pledged assets | Detail Land and building |
Book value | Book value |
|---|---|---|---|
| As at December 31, | |||
| 2021 $ 1,923,496 |
2020 $ 1,924,593 |
||
| Investments properties |
As the years ended December 31, 2021 and 2020, guaranteed amount of the above collateral was $1,650,400.
49
9.Compensation of key management personnel
| .Compensation of key management personnel | .Compensation of key management personnel | .Compensation of key management personnel |
|---|---|---|
| Remuneration of key management personnel of the Company includes the following: For theyears ended December 31, 2021 2020 Short-term employee benefits(note) $ 25,653 $ 25,030 |
||
| 2021 $ 25,653 |
2020 $ 25,030 |
Note:Short-term employee benefits include salary, bonus and employee compensation, etc. The remuneration of directors and key management personnel is determined by the remuneration committee.
VIII.Pledged Assets
The following assets have been provided as collateral for borrowings and performance guarantees :
==> picture [426 x 73] intentionally omitted <==
----- Start of picture text -----
As at December 31,
Pledged assets Detail 2021 2020
Property, plant and
equipment Land and building $ 573,541 $ 578,616
Investments properties Land and building 110,029 110,029
Total $ 683,570 $ 689,404
----- End of picture text -----
IX.Significant Contingent Liabilities and Unrecognized Commitments
-
As the years ended December 31, 2021 and 2020, the Company contingent liabilities and unrecognized
-
commitments is as follows
: -
1.The unused letters of credit amount to USD$45,000 and USD$32,000, respectively.
-
2.Endorsements and guarantees providing to others was $359,190 and $364,650, respectively.
-
3.The deposit guarantee note of the letter of credit and the purchase was $$183,000; The deposit guarantee notes received was $61,096 and $52,781, respectively.
X.Significant Disaster Loss: None
XI.Significant Subsequent Events: None
XII.Others
-
(I) Regarding issues such as "off-book earnings" that were questioned, the Company adjusted the number of shares and shareholding ratios of Thai Fermentation Industry Co., Ltd. at the end of the 1991, and adjusted the equity of Thai Fermentation Industry Co., Ltd. at the end of the 1991 to increase the accumulated surplus and investment income, but as to whether there is an off-book surplus after the 1991, 33 shareholders have jointly petitioned the court to select an inspector for investigation and the prosecutor will also investigate it. The inspector selected by the Taiwan Taipei District Court submitted a supplementary report to the court on June 18, 2003, and the court has not issued any ruling instructions.
-
(II) As of December 31, 2021, Ting Hsin Oil Co., Ltd. sued and requested the Company to pay $2,144 for the goods. The case is being heard by the Taiwan Taipei District Court. The Company filed a counterclaim during the trial procedure and requested Ting Hsin Oil Co., Ltd. The Company caused damages of $9,420 due to problematic lard. After the case was heard by the Taiwan Taipei District Court, this lawsuit ruled that the Company lost the lawsuit, and the counterclaim was rejected with an illegal requirement. The Company was dissatisfied and filed a second-instance appeal and a counter-accusation respectively. After the Taiwan High Court heard the case, it found that the counter-accusation had reason to rule to abolish the original ruling and remanded it to the original trial. The Taiwan Taipei District Court of the original trial is in the process of hearing with Appeal Gengyi Yi Zih No. 1. in 2019 As for the appeal of the request for payment, the Company was ruled to lose the lawsuit. The Company filed a third-instance appeal against the request for payment. The Supreme Court partially abandoned it with Taishang Zi No. 1172 in 2020 and sent it back to the High Court of Taiwan, which was then approved by both parties. The parties agreed to stop the litigation and wait for the decision of the Taipei District Court with Appeal Gengyi Yi Zih No. 141. in 2019.
50
- (III)The Company’s Taoyuan business office in 2020 Mr. Xu, a salesperson involved in the embezzlement of about 1.26 million, and the Company filed a criminal complaint with the Taiwan Taoyuan District Prosectutors Office for business embezzlement. As of the date of the inspection report, the case is still under trial. The Company has set aside a 100% allowance for losses, which has no significant impact on the Company’s 2021 financial statements
The above litigation cases are still to be judged by the judiciary. The relevant results will depend on the judgment of the court. The above will only be disclosed in accordance with the principle of publicity.
XIII.Additional Disclosures
-
(I) Information on Significant Transactions
: -
1.Financing provided to others for the year ended December 31, 2021: Please refer to Table I.
-
2.Endorsements/Guarantees Providing for the year ended December 31, 2021
:Please refer to Table II. -
3.Marketable securities held (excluding the equity held by invested subsidiaries, associates and joint ventures) for the year ended December 31, 2021
:Please refer to Table III. -
4.Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital for the year ended December 31, 2021
:None. -
5.Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital for the year ended December 31, 2021
:None. -
6.Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital for the year ended December 31, 2021
:None. -
7.Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capita for the year ended December 31, 2021
:Please refer to Table IV. -
8.Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capita for the year ended December 31, 2021
:Please refer to Table V. -
9.Trading in derivative instruments for the year ended December 31, 2021
:None.
(II) Information on Investees :
-
1.Information on investees (excluding investments in mainland chian) for the year ended December 31, 2021
:Please refer to Table VI. -
2.Information about invested business
: -
(1)Financing provided to others in 2021
:Please refer to Table VII. -
(2)Endorsements/Guarantees Providing in 2021
:Please refer to Table VIII. -
(3)Marketable securities held (excluding the equity held by invested subsidiaries, associates and joint ventures) for the year ended December 31, 2021: Please see TABLE IX attached.
-
(4)The amount of the accumulated purchase or sale of the same securities is over NT$300 million or 20% of the paid-in capital for the year ended December 31, 2021: None.
-
(5)Purchase amount of real property that exceeds NTD300 million or 20% of thepaid-in capital for the year ended December 31, 2021: None.
-
(6) Amount for the disposal of real property exceeds NTD300 million or 20% of the paid-in capital for the year ended December 31, 2021: None.
-
(7) Amount of the purchase from and the sale to related parties exceeds NTD100 million or 20% of the paid-in capital for the year ended December 31, 2021: None.
-
(8) Amount receivable from related parties exceeds NTD100 million or 20% of the paid-in capital for the year ended December 31, 2021: None.
-
(9)Engaging in derivative transactions for the year ended December 31, 2021: None.
-
(III) Information about the investment in China: None.
-
(IV) Major Shareholders Information: Please refer to Table X.
XIV.Operating Segments Information
Please refer to the year 2021 consolidated financial statements.
51
TABLE I
VE WONG CORPORATION
FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars)
==> picture [802 x 146] intentionally omitted <==
----- Start of picture text -----
Collateral Financing
Highest Allowance
Financial Actual Business Reasons for Limit for Aggregate
Related Balance Ending Interest Nature of for
No Lender Borrower Statement Borrowing Transactio Short-term Each Financing
Parties for the Balance Rate Financing Impairment Item Value
Account Amount n Amount Financing Borrow(not Limits(note)
Period Loss
e)
(USD$4.28
MILLION)
0 VE WONG PT Ve Wong Other Y $ 139,293 $ 139,293 $139,293 - Plant and - - $ 139,293 12,000 shares - $ 351,658 $ 1,406,633
CORPORATI Budi noncurrent operation of PT Ve Wong
ON Indonesia assets-other needs Budi Indonesia
----- End of picture text -----
Note : According to the operating procedures of the company’s capital loan to others, he company’s capital loan to a single enterprise shall not exceed 5% of the company’s total assets, and the company’s capital loan to others shall not exceed 20% of the company’s total assets. For subsidiaries of the company, where short-term financing is necessary due to operating turnover, the cumulative balance of financing must not exceed 40% of the company’s net worth.
52
TABLE II
VE WONG CORPORATION
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars)
==> picture [812 x 234] intentionally omitted <==
----- Start of picture text -----
Ratio of
Endorsee/Guarantee Limits on Accumulated Endorsement/
Maximum Endorsement/ Endorsement/
Endorsement Outstanding Amount Endorsement/ Aggregate Guarantee
Amount Guarantee Guarantee
/ Guarantee Endorsement/ Actual Endorsed/ Guarantee to Endorsement/ Given on
Endorser/ Endorsed/ Given by Given by
No. Guarantor Given on Guaranteed Guarantee at Borrowing Guaranteed Net Equity in Guarantee Parent on Subsidiaries on Behalf of
Name Relationship Each PartyBehalf of During the Period the End of the Period Amount Collateralsby Financial Latest (Note2) Limit SubsidiariesBehalf of Behalf of Parent Companies inMainland
(Note1) Statements China
(%)
0 Ve Wong Summit The Corporation owns directly $1,406,633 $ 50,000 $ 50,000 $ 33,000 $ - 1% $ 2,109,949 Y - -
Corporatio Industrial over 50% ownership of the (USD$4.8
n Co., Ltd. investee company. MILLION)
0 Ve Wong Koh Kong Shareholder of the investee 1,406,633 136,704 132,624 - - 3% 2,109,949 - - -
Corporatio Plantation provides
n Co., Ltd. endorsements/guarantees to the
company in proportion to their
shareholding percentages (USD$8.2
(Note3) MILLION)
0 Ve Wong Koh Kong Shareholder of the investee 1,406,633 233,536 226,566 - - 4% 2,109,949 - - -
Corporatio Sugar provides
n Industry Co., endorsements/guarantees to the
Ltd. company in proportion to their
shareholding percentages
(Note3)
Total $ 409,190 $ 33,000 $ -
----- End of picture text -----
-
Note1
:According to The company’s endorsement and guarantee measures, the amount of endorsement, guarantee for a single company shall not exceed 20% of The company’s total assets. Note2:According to The company’s endorsement and guarantee measures, the amount of endorsement and guarantee shall not exceed 30% of The company’s total assets. -
Note3
:In order to comply with Cambodian laws and regulations, The company has adjusted the investment organization of Cambodia's investments under the equity method. Please refer to Note VI (VIII). The company's investment in Koh Kong Plantation Co., Ltd. was adjusted from direct investment to a company that holds 100% of the voting shares (ie Samoa Best Founder Corporation) due to the adjustment of the investment organization. -
Note4
:The Company’s endorsement, guarantee to Koh Kong Sugar Industry Co., Ltd. (KSI) is an endorsement, guarantee to the invested company by all the capitalist shareholders based on their shareholding ratio due to the joint investment relationship. KSI handled the capital increase in June 2020. The Company did not subscribe for new shares based on the shareholding ratio, resulting in a decrease in the shareholding ratio. The endorsement, guarantee balance base on the end of 2021 was the endorsement guarantee balance based on the original shareholding ratio. As of December 31, 2021, KSI has not made any relevant borrowings. The Company will contact the investee company to adjust the endorsement, guarantee limit based on the current shareholding ratio in due course, or the letter of guarantee to be recovered when the loan amount expires.
53
TABLE III
VE WONG CORPORATION
MARKETABLE SECURITIES HELD (EXCLUDING INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES) FOR THE YEAR ENDED DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars)
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Yearend
Company Name Marketable Securities Type and Name of Relationship with thesecurity issuer Ledger account thousand shares (Number of Number of Book value Percentageheld Fair value Remarks
thousand unit)
VE WONG Listed stocks
CORPORATION
CATHAY FINANCIAL HOLDING - Financial assets measured at fair 887 $ 55,428 0.007% $ 55,428
CO., LTD. values through other comprehensive
profit or loss- non-current
Cathay Financial Holding Co., Ltd. - 〃 45 2,857 - 2,857
Preferred Stock A
Taishin Financial Holding Co., Ltd. - 〃 2,352 44,565 0.020% 44,565
Taishin Financial Holding Co., Ltd. - 〃 43 2,255 - 2,255
Class E Preferred Shares Ⅱ
Vedan International (Holdings) - 〃 1,992 5,015 0.131% 5,015
Co.,Ltd.
Total $ 110,120 $ 110,120
Unlisted stocks
Li Shih venture capital Co.,Ltd. - Financial assets measured at fair 677 $ 10,166 5.68% $ 10,166
values through other comprehensive
profit or loss- non-current
Tai Fu International (Holdings) Co., - 〃 1,500 15,317 15,317
Ltd. 4.32%
Jhong Sin investment Co.,Ltd. - 〃 1,043 37,381 0.33% 37,381
Total $ 62,864 $ 62,864
Unlisted stocks
Wei Da Dian Ltd. - Financial assets measured at fair 2 $ - 0.18% $ -
values through profit or loss-
non-current
Jhong Hua trade development Co., - 〃 31 - 0.05% -
Ltd.
Total $ - $ -
Fixed deposit -more than 3 months - Financial assets measured at
amortized cost -current assets $ 82,890 $ 82,890
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54
TABLE IV
VE WONG CORPORATION
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars)
| Company Name | Related Party | Relationship | Transaction Details | Transaction Details | Abnormal Transaction | Abnormal Transaction | Notes/Accounts Receivable (Payable) |
Notes/Accounts Receivable (Payable) |
Remarks | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ Sales |
Amount | % to Total |
Payment Terms |
Unit Price | Payment Terms |
Ending Balance |
% to Tota | ||||
| VE WONG CORPORATION VE WONG CORPORATION |
Summit Industrial Co., Ltd. Thai Fermentation Industry Co., Ltd. |
Subsidiary Subsidiary |
Purchase Purchase |
$ 125,390 112,878 |
10% 9% |
Accordance with the Company’s policy on credit management Accordance with the Company’s policy on credit management |
The price purchased is determined based on market prices The price purchased is determined based on the purchase cost of Thai Fermentation Industry Co., Ltd. plus packaging costs |
Payment in 60 days after confirming Paymentby T/T |
$19,204 - |
8% - |
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TABLE V
VE WONG CORPORATION
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2021 (In Thousands of New Taiwan Dollars)
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Overdue Amounts Allowance for
Turnover
Company Name Related Party Relationship Ending Balance Actions Received in Impairment Remarks
Rate Amount
Taken Subsequent Year Loss
VE WONG PT Ve Wong Associated Other
CORPORATION Budi Indonesia Companies non-current
assets -
other
receivables
(Include
Interest - - - Note $ 310,096
receivable
$165,798 and
Advance
payment
$5,005)
$ 310,096
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Note : Please refer to Note IV (VIII) " PT Ve Wong Budi Indonesia Disclosures and Related Explanations" under the investment using the equity method.
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TABLE VI-1
VE WONG CORPORATION
INFORMATION ON INVESTEES (EXCLUDING INVESTMENTS IN MAINLAND CHINA) FOR THE YEAR ENDED DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars)
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Net Income
Company Investor Investee Company Location Main Businesses and Products December Original Investment Amount December Thousand As of December 31, 2021 % Carrying (Loss) of the Investee Profits (Loss)Share of Remarks
31, 2021 31, 2020 shares Amount
VE WONG The World Champion 6F., No. 79, Sec. 2, Zhongshan N. Manufacturing and sales $ 138,443 $ 138,443 15,999 99.99% $ 598,462 $ 10,351 $ 7,840
CORPORATION Co., Ltd. Rd., Zhongshan Dist., Taipei of MSG, cans and
beverages
Summit Industrial Co., 6F., No. 79, Sec. 2, Zhongshan N. Manufacturing and trading 89,843 89,843 9,505 95.05% 105,355 6,632 6,519
Ltd. Rd., Zhongshan Dist., Taipei of packaging materials
and containers printing
Saigon Ve Wong Co., 1707 Highway 1A An Phu Dong MSG, instant noodles 475,328 475,328 - 100.00% 628,034 112,095 112,095
Ltd. Ward District 12, Ho Chi Minh City,
Vietnam
Thai Fermentation 20 [th] Fl.KSL Tower, 503, Manufacturing and sales 233,090 233,090 204 48.66% 903,368 487,554 236,522
Industry Co., Ltd. Sriayudhya Rd., Bangkok, of MSG
Thailand
Ve Wong International Vistra Corporate Services Centre, General Investment 1,741 1,741 50 100.00% 6,499 (92 ) (92 )
Ltd. Ground Floor NPF Building,Beach Company
Road,Apia,Samoa
Tai Ve Corporation 6F., No. 79, Sec. 2, Zhongshan N. Residential, building, 987,678 987,678 82,323 79.93% 1,626,039 7,539 6,028
Rd., Zhongshan Dist., Taipei industrial plant
development, lease and
sale, real estate sales,
lease, etc.
Best Founder Vistra Corporate Services Centre, General Investment 169,198 169,198 5,328 100.00% 8,359 (1,417 ) (1,417 ) Note1
Corporation. Ground Floor NPF Building,Beach Company
Road,Apia,Samoa
Green TFL Co., Ltd. 8F., No. 79, Sec. 2, Zhongshan N. Bean processed food 26,000 26,000 2,600 65.00% 24,958 (528 ) (344 )
Rd., Zhongshan Dist., Taipei manufacturing
Koh Kong Sugar No.205-207-209 Mao Tong Production, processing 226,231 226,231 - 11.98% 64,108 (35,327 ) (4,231 ) Note2
Industry Co., Ltd. Boulevard. Toul Svay Prey I, Khan and sales of cane sugar
Chamkarmon, Phnom Penh,
Kingdom of Cambodia
Hughes Biotech. Co., 12F.-2, No. 420, Sec. 1, Keelung Biotechnology Service 20,250 20,250 1,125 34.62% 2,343 (8,774 ) (3,037 ) Note4
Ltd. Rd., Xinyi Dist., Taipei Industry
PT Ve Wong Budi Wisma Budi, Lt. 7 Suite 701, J1. Manufacturing and sales 180,811 180,811 64 49.00% - - - Note3
Indonesia H.R. Rasuna Said, Kav C-6 of MSG
Jakarta, Indonesia
Total $ 3,967,525 $ 359,883
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- Note1
:In order to comply with Cambodian laws and regulations, the company has made adjustments to the investment organization of Cambodia’s investments under the equity method. Please refer to Note VI (VIII) for the explanation.
Note2 : Associated company Koh Kong Sugar Industry Co., Ltd. ceased operations on October 31, 2018. In addition, the capital increase was processed on June 2020. The company’s assessment results are still influential. Please refer to Note VI (VIII).
Note3 : Please refer to Note VI (VIII) " PT Ve Wong Budi Indonesia Disclosures and Related Explanations" under the investment using the equity method.
Note4 : Associated company Hughes Biotech. Co., Ltd. Book value $2,343, which is the net amount after deducting the accumulated impairment $8,808.
57
TABLE VI-2
VE WONG CORPORATION
INFORMATION ON INVESTEES (EXCLUDING INVESTMENTS IN MAINLAND CHINA) FOR THE YEAR ENDED DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars)
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Original Investment As of December 31, Net Income
Main Businesses and Amount 2021 Share of Profits
Investor Company Investee Company Location Products December December Thousand % Carrying (Loss) of the Investee (Loss) Remarks
31, 2021 31, 2020 shares Amount
The World Tai Ve Corporation 6F., No. 79, Sec. 2, Residential, building,
Champion Co., Ltd. Zhongshan N. Rd., industrial plant
Zhongshan Dist., Taipei development, lease and $ 397,959 $ 397,959 20,666 20.07% $ 408,113 $ 7,539 $ 1,513
sale, real estate sales,
lease, etc.
Summit Industrial Co., 6F., No. 79, Sec. 2, Manufacturing and
Ltd. Zhongshan N. Rd., trading of packaging 4,950 4,950 495 4.95% 5,512 6,632 328
Zhongshan Dist., Taipei materials and containers
printing
Green TFL Co., Ltd. 8F., No. 79, Sec. 2, Bean processed food
Zhongshan N. Rd., manufacturing
Zhongshan Dist., Taipei 2,000 2,000 200 5.00% 1,920 (528) (26)
Total $ 404,909 $ 404,909 $ 415,545 $ 13,643 $ 1,815
Thai Fermentation K.S.L. IT Center Co., Thailand Technology Information $ 486 $ 486 0.5 50.00% $ 3,675 $ (609) $ (304 )
Industry Co., Ltd. Ltd. Management
TFI Green Biotech Thailand Classification of organic
Company Limited.. fertilizers 4,576 4,576 50 50.00% 12,472 54 27
Champion Thailand Manufacturing and sales
Fermentation Co.,Ltd. of MSG 236,289 236,289 199,995 99.99% 238,943 5,571 13,405 Note3
Total $ 241,351 $ 241,351 $ 255,090 $ 5,016 $ 13,128
Best Founder Koh Kong Plantation No.205-207-209 Mao Land development and
Corporation Co., Ltd. Tong Boulevard. Toul sugarcane planting
Svay Prey I, Khan Note 1
Chamkarmon, Phnom 、
Penh, Kingdom of Note 2
Cambodia $ 82,580 $ 82,580 - 20.00% $ 7,574 $ (6,785) $ (1,357)
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Note1 : In order to comply with Cambodian laws and regulations, the company has made adjustments to the investment organization of Cambodia’s investments under the equity method. Please refer to Note VI (VIII) for the explanation.
Note 2 : Associated company Koh Kong Plantation Co., Ltd. has ceased business on October 31, 2018. In addition, as of June 30, 2020, it has processed capital reductions to make up for losses. The combined company still has significant influence. Please refer to Note VI (VIII) Description.
Note 3 : For organizational reorganization in the third quarter of 2016, please refer to Note VI (VIII) for the explanation.
58
TABLE VII
VE WONG CORPORATION
Information about invested business: FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars)
| Allowance | Collateral | Collateral | Financing | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No | Lender | Borrower | Financial Statement Account |
Related Parties |
Highest Balance for the Period Ending Balance |
Actual Borrowing Amount Interest Rate |
Nature of Financing |
Business Transaction Amount Reasons for Short-term Financing |
for Impairment Loss |
Item | Value | Limit for Each Borrow |
Aggregate Financing Limits(note1) |
Remarks | |||
| 1 | Thai Fermentation Industry Co., Ltd. |
Visawaphah Transportation Lo., Ltd. |
other current assets |
N | $ 5,322 $ 4,719 | $ 230 7% |
Company that needs short-term financing |
- | Operating capital |
- | - | - | $ 189,963 | $ 949,814 | |||
| 2 | Tai Ve Corporation |
VE WONG CORPORATION |
Other receivable s- related parties |
Y | 80,000 | 80,000 | - | 1.03% | Company that needs short-term financing |
- | Operating capital |
- | - | - | 140,428 | 813,539 | Note2 |
Note1 : According to the operating procedures of domestic reinvestment companies for loan to others, the total amount of funds loaned to others shall not exceed 20% of the total assets of the company, and the financing amount for a single enterprise shall not exceed 5% of the total assets of the company. However, if the company’s parent company, subsidiaries, and all subsidiaries of the parent company are necessary for short-term financing due to operating turnover, the cumulative balance of the financing amount shall not exceed 40% of the company’s net worth. According to the operating procedures of overseas reinvestment company - Thai Fermentation Industry Co., Ltd., the total amount of funds loaned to others shall not exceed 50% of the company's net worth, and the amount of financing for a single enterprise shall not exceed 10% of the company's net worth.
Note2 : The ending balance of Tai Ve Corporation’s fund loan to others was the fund loan and quota approved by the board of directors.
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TABLE VIII
VE WONG CORPORATION
Information about invested business: ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars)
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Endorsee/Guarantee Ratio of
Limits on Accumulated Endorsement
Maximum Endorsement Endorsement
Endorsement Outstanding Endorsement Aggregate / Guarantee
Amount Amount / Guarantee / Guarantee
/ Guarantee Endorsement/ Actual / Guarantee Endorsement Given on
Endorser/ Endorsed/ Endorsed/ Given by Given by
No. Given on Guarantee at Borrowing to Net Equity / Guarantee Behalf of Remarks
Guarantor Name Relationship Guaranteed Guaranteed Parent on Subsidiaries
Behalf of the End of the Amount in Latest Limit Companies
Each Party During the Period by Collaterals Financial (Note2 、 3) Behalf of on Behalf of in Mainland
Period Subsidiaries Parent
(Note1 、 3) Statements China
(%)
1 Tai Ve Ve Wong The company direct $2,808,560 $1,650,400 $1,650,400 $360,000 $1,923,496 31% $2,808,560 - Y -
Corporatio Corporation and indirect owns
n over 50% ownership
of the investee
company
2 Tai Ve The World A subsidiary jointly 561,712 144,100 141,900 - 332,346 3% 842,568 - - -
Corporatio Champion Co., Ltd. owned over 90%
n by the Company
Total $ 1,792,300
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Note1 : According to the company’s endorsement and guarantee measures, the amount of the endorsement, guarantee for a single company shall not exceed 20% of the company’s total assets. Note2 : According to the company’s endorsement and guarantee measures, the amount of the endorsement, guarantee shall not exceed 30% of the company’s total assets. Note3 : According to the regulations of the domestic reinvestment company’s endorsement, guarantee, the parent company that holds 100% of the direct and indirect voting shares of the reinvestment company shall not exceed the total assets of the reinvestment company.
According to the regulations on endorsement, guarantee of the foreign investment company Thai Fermentation Industry Co., Ltd., the amount of endorsement, guarantee for a single enterprise shall not exceed 20% of the company's total assets, and the total amount of endorsement, guarantee shall not exceed 30% of the company's total assets.
60
TABLE IX
VE WONG CORPORATION
Information about invested business:
MARKETABLE SECURITIES HELD (EXCLUDING INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES) FOR THE YEAR ENDED DECEMBER 31, 2021
(In Thousands of New Taiwan Dollars)
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Yearend
Number of
thousand shares
Type and Name of Relationship with the (Number of Percentage
Company Name Marketable Securities security issuer Ledger account thousand unit) Book value held Fair value Remarks
The World Listed stocks
Champion Co., Ltd. Taishin Financial Holding Co., Ltd. - Financial assets measured at fair 7,148 $ 135,445 0.06% $ 135,445
values through other
comprehensive profit or loss-
non-current
Taishin Financial Holding Co., Ltd. - 〃 132 6,853 - 6,853
Class E Preferred Shares Ⅱ
VE WONG CORPORATION The company 〃 2,294 74,666 0.96% 74,666
Total $ 216,964 $ 216,964
Unlisted stocks
Jhong Hua trade development Co., Ltd. - Financial assets measured at fair
values through profit or loss-
non-current 11 $ - 0.02% $ -
Tai Ve Corporation Fixed deposit -more than 3 months - Financial assets measured at
amortized cost -current assets $ 27,000 $ 27,000
Saigon Ve Wong Fixed deposit -more than 3 months - Financial assets measured at
Co., Ltd. amortized cost -current assets $ 80,181 $ 80,181
Thai Fermentation Fixed deposit -more than 3 months - Financial assets measured at
Industry Co., Ltd. amortized cost -current assets $ 122,115 $ 122,115
Mutual funds - Financial assets measured at
amortized cost -current assets 38,963 38,963
Total $ 161,078 $ 161,078
Thai Fermentation Mutual funds - Financial assets measured at
Industry Co., Ltd. amortized cost -noncurrent assets - $ 49,046 - $ 49,046
Champion Fixed deposit -more than 3 months - F inancial ass ets m eas ured at
Fermentation amortized cost -current assets -
Co.,Ltd. $ 41 $ 41
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61
TABLE X
VE WONG CORPORATION
Major Shareholders Information
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Shareholding
Major Shareholders Number of Shares Held Number of Shares Held
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| Major Shareholders | Number of Shares Held | Number of Shares Held |
|---|---|---|
| HAO SHINE TRADING CO., | 23,609,447 | 9.83 % |
| LTD. | ||
| Quanwei Investment Co., Ltd. | 23,424,026 | 9.76 % |
| OVERSEAS BROS. CO., LTD. | 22,784,966 | 9.49 % |
| VEDAN ENTERPRISE CORP. | 14,537,628 | 6.05 % |
| You-Shan investment Co., Ltd. | 12,559,458 | 5.23 % |
62