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WEI CHUAN — AGM Information 2023
Aug 18, 2023
51742_rns_2023-08-18_571edb4d-a3f3-4c89-b486-64b7456392f2.pdf
AGM Information
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WEI CHUAN FOODS Corp. Minutes of 2023 Annual Shareholders’ Meeting
Time : 9:00 a.m., June 28 2023 (Wednesday)
Place : Lecture Hall, Floor 1, Importers and Exporters Association of Taipei (No. 350, Songjiang Road, Taipei)
Total outstanding shares : 506,062,914 shares.
Total shares represented by shareholders and proxies present:336,206,002 shares (including via electronic transmission), accounted for 66.43% of the total shares issued.
Chairman : CHEN, HUNG-YU, the Chairman of the Board of Directors Recorder : HSU, YU-CHUNG
Directors present : CHEN, HUNG-YU (the Chairman of the Board of Directors), LI, ZHI-PING (Independent Director, the Chairman of the Audit Committee), SONG, JUN-MING (Independent Director), CHIEN, PEI-HSIANG (Director), HSUEH, KUANG-CHI (Director), LIN, CHIEN-HUNG (Director), and LIN, CHING-TANG (Director), a total of 7 Directors attended the meeting, which was more than half of the 9 Directors.
Attendants : CHANG, CHIAO-HUA (CEO), HUANG, KUO-CHEN (CFO), WU, YU-LUNG (CPA), CHEN, YEN-HIS (Attorney)
- I. Commencement
:The aggregate shareholding of the shareholders and proxies present constituted a quorum. The Chairman called the meeting to order.
II. Chairman's speech (omitted)
III. Report items
-
2022 Business Report (see Attachment I)
-
2022 Audit Committee's Review Report (see Attachment II)
-
2022 Report on Endorsement and Guarantee (see Attachment III)
-
2022 Report on Employees’ and Directors’ Remuneration
-
(1)Draw and distribute the remuneration for employees and directors according to the provisions of Article 27 of the Articles of Association.
-
(2)The amount of remuneration for employees of the Company in 2022 is NT$2,719,665, that for directors is NT$2,665,272, and the remuneration is distributed in cash.
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-
5.2022 Report on the Distribution of Earnings as Cash Dividends
-
(1)According to the provisions of Article 27-1 of the Articles of Association, the Board of Directors shall decide on the distribution of all or part of dividends payable in the form of cash and report to the board of shareholders.
-
(2)The value of cash dividends payable of the Company in 2022 is NT$0.238 per share and the total amount is NT$120,442,974.
-
(3)The cash dividends to be distributed are rounded off to the nearest NT dollar, with the decimal places removed. The part to be distributed to each shareholder, which is less than NT$1 will be transferred to the non-operating income.
-
(4)This proposal has been approved by the Board of Directors and the Chairman of the Board of Directors is authorized to set the cash dividend distribution base date separately.
-
Summary of Shareholders' Speech for Account No. 252840
: -
After the lawsuits related to the Company’s oil products, which has affected consumers' willingness to purchase, how can we create a favorable image for the company?
-
The Company should carefully consider the use of intellectual property by its mainland subsidiary without payment to the parent company.
-
Although there was a slight increase in revenue last year, why did the dividends decrease by such a significant amount?
-
What is the percentage of revenue contributed by the mainland subsidiary?
-
Summary of CEO CHANG, CHIAO-HUA's Response, as requested by the Chairman
:1. Over time, the company has implemented various measures, as shown by the brand market share and sales data, and it is gradually recovering and stabilizing. -
The mainland subsidiary is 100% investment of the parent company, so the consideration of charging brand licensing fees can be taken into account. However, since they belong to the same group, their profits are attributed to WEI CHUAN Company.
-
The significant difference in EPS over the past two years is mainly due to the impact of the pandemic, inflation, and a substantial increase in raw material prices. The company has implemented numerous measures to address these challenges, but it hasn't been able to fully absorb the costs. However, after a year of effort, we can expect better profitability this year.
-
The revenue contribution from the mainland subsidiary is approximately 55%, while Taiwan company accounts for about 45%. The current revenue growth rate of the mainland subsidiary is relatively good.
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IV. Proposals
-
Proposal I.
- Proposed by the Board of Directors
-
Proposal
:Adoption of the Company's 2022 Business Report and Financial Statements and subsidiaries' consolidated financial statements. -
Explanation
:Final accounting of the Company in 2022 has been completed, and the Company's Business Report and Financial Statements and subsidiaries' consolidated financial statements have been prepared and audited by Huang, Shih-Chun and Wu, Yu-Lung, CPAs of PricewaterhouseCoopers, Taiwan, and an unqualified audit report has been issued and placed on record. -
(see Attachment IV)
Resolution :
Shares represented at the time of voting : 336,206,002 Voting Result:
| VotingResult: | |
|---|---|
| Voting Results* | % of the total represented sharepresent |
Votes in favor:329,598,078 votes |
98.03% |
Votes against:332,911 votes |
0.10% |
Votes abstained / No votes:6,275,013 votes |
1.87% |
Votes invalid:0 votes |
0% |
- including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
Proposal II.
Proposed by the Board of Directors
-
Proposal
:Adoption of the proposal for distribution of 2022 earnings of the Company. -
Explanation
:In 2022, the net profit after tax of the Company was NT$240,282,674. According to the provisions of Article 27-1 of the Articles of Association, "the annual dividends to shareholders shall not be less than 50% of the net profit of the current period. However, in the event that the net profit of the current year is less than 5% of the total paid-in capital, dividends may not be distributed," an earnings distribution table would be prepared (see Attachment V).
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Resolution : Shares represented at the time of voting : 336,206,002 Voting Result:
| VotingResult: | |
|---|---|
| Voting Results* | % of the total represented sharepresent |
Votes in favor:330,452,887 votes |
98.29% |
Votes against:679,614 votes |
0.20% |
Votes abstained / No votes:5,073,501 votes |
1.51% |
Votes invalid:0 votes |
0% |
- including votes casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
V. Extemporary Motions
Summary of Shareholders' Speech for Account No. 252840 :
Why does the income statement show profits, but the cash flow statement shows a decrease in cash? Please explain.
Summary of CPA WU, YU-LUNG's Response, as requested by the Chairman : The cash flow in the statement reflects the cash flows from operating activities, which show an inflow of cash due to earning profits. The cash outflows from investing activities represent investments made to maintain the company’s operations and growth. The cash outflows from financing activities are due to loan repayments to banks. Therefore, the overall decrease in cash is necessary expenditure to sustain the company's ongoing operations and reduce liabilities. Typically, the cash flow statement is used to assess whether there is a continuous inflow of cash from operating activities.
VI. Meeting Adjourned : 9:31 a.m., June 28 2023 (Wednesday)
Chairman : CHEN, HUNG-YU, the Chairman of the Board of Directors Recorder : HSU, YU-CHUNG
(The minutes only record the main points of the meeting. The content and procedures of the meeting are subject to the meeting video.)
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【 Attachment I 】
Report Item I
2022 Business Report
2022 Business Report of Wei Chuan Foods Corporation
In 2022, global economic tensions, extreme weather, and huge fluctuations in interest rates and exchange rates caused the prices of raw materials to rise sharply; at the same time, under the influence of inflation and the epidemic, consumer behavior became more conservative, slowing down the market momentum and impacting the business operation. With the 2023 business environment, major international institutions are not optimistic. The IMF estimates that the global economic growth rate will slow down from 3.4% to 2.9% and according to the estimate of the Directorate General of Budget, Accounting and Statistics (DGBAS) of Executive Yuan, the growth in Taiwan will dropp from 2.45% to 2.12%.
In the context of the food industry in Taiwan, the output value of Taiwan’s food industry in 2022was about NT$ 747.8 billion, with a growth of 8.43%. With global inflation, cost pressures, consumer demand and habits after the pandemic, as well as the consolidation of domestic distributors and the transformation of the digital economy, the Company must continue to seek breakthrough, innovate, and develop products with higher quality and higher added value. Thus, the core of operation is aimed at "enhancement of organizational strength" and "brand creation", and on the basis of these two goals, "core competencies of brand marketing", "strategic competitive advantage with innovation and differentiation", "competitiveness with speed and quality" and "cross-functional integration and collaborative capabilities" have brought about qualitative changes in the operation and developed a positive cycle to cope with changes in the market environment and severe challenges from market competition.
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In 2022, under the influence of unfavorable external environmental factors, the consolidated operating income is NT$19,972,832 thousand, an increase of 0.8% compared with 2021; the consolidated operating profit is NT$334,177 thousand, the net profit attributable to the owners of the parent company is NT$240,283 thousand, and the earnings per share is NT$0.47. For the individual financial performance of the parent company, the operating income is NT$8,095,812 thousand, a decrease of 0.8% compared with 2021, with the operating profit of NT$4,314 thousand.
Business in Taiwan:
In 2022, due to the sharp rise in raw material prices and conservative consumption, the operating performance was not as good as expected. Facing the current difficult operating environment and market challenges, the Company will start from "reshaping the value of brand assets and creating a new growth curve", "developing channel, optimizing customer service quality, and improving the operation system", and "establishing brand core competitive advantage and optimizing supply chain system" to strengthen the promotion of core strategies. At the same time, the planning and promotion of digital transformation have been carried out in response to the advent of the digital economy, to ensure the Company's operation develops a healthier and virtuous circle, providing a solid foundation for the medium and long-term business development.
Business in Mainland China:
The Company looks to accelerate the business development in Mainland China with the established policies and strategies. The strategy is to promote "building the foundation of mid-to-high-priced and high-priced brands and establishing a strong group of brands", "strengthening the cold storage market position in retail channels and achieving breakthrough in normal temperature storage products to expand market coverage", "strengthening the customer/regional/category development and core business competitiveness in sales channels", "continuously optimizing the accumulation of consumer assets in the operation of e-commerce platforms to effectively generate revenue" and " continuously optimizing of the core competitiveness of the products and the establishment and efficiency of the supply chain system".
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Looking forward, with the long-term support of all shareholders, consumers and the general public, the Company is about to enter its 70th year with the management team upholding the value of healthy, safe, and convenient food. Under the strategic of "Cultivating in Taiwan and developing in Mainland China" and the business positioning of "food manufacturing, brand marketing, and channel management", the Company continues to develop the operation in Mainland China and strives to develop strategies to expand the export market, create new growth and better operating performance, laying a solid foundation for the sustainable development of the Company; at the same time, based on the corporate responsibility and value, we will invest in the cultivation of talents and the promotion of social and environmental protection related issues, and contribute to the place where we called home.
Chairman: Chen, Hung-Yu
General Manager: Accounting Manager: Chang, Chiao-Hua Huang, Chih-Yu
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【 Attachment II 】
Report item II
2022 Audit Committee's Review Report
WEI CHUAN FOODS Corp. Audit Committee's Review Report
The Board of Directors has prepared the Company’s 2022 Business Report, Financial Statements, and Earnings Distribution Proposal. The CPA firm of PricewaterhouseCoopers (PwC) Taiwan was retained to audit the Financial Statements of Wei Chuan Foods Corporation and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and Earnings Distribution Proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Wei Chuan Foods Corporation. According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.
Regards,
WEI CHUAN FOODS Corp. 2023 Annual Shareholders’ Meeting
Chairman of the Audit Committee:Li, Zhi-Ping March 15, 2023
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【 Attachment III 】
Report item III
2022 Report on Endorsement and Guarantee
-
I. The total endorsement and guarantee of the Company and its subsidiaries shall not exceed 120% of the Company's net worth. As of the end of December 2022, the total endorsement guarantee of the Company and its subsidiaries amounted to NT$2,798,805 thousand, which did not exceed 120% of the Company's net worth, and complied with the operational procedures for making endorsement and guarantee.
-
II. The limit for the amount of endorsement and guarantee of a single party is US$30,000,000 of CONCOURSE INTERNATIONAL INC., converted into NT$921,300 thousand, which does not exceeding one third of the total amount of endorsement and guarantee and meets provisions of the operational procedures for making endorsement and guarantee.
-
III. The detailed statement of endorsement and guarantee of the Company and its subsidiaries are shown in the table below.
Detailed statement of endorsement and guarantee of the Company and its subsidiaries as of the end of December, 2022
Unit: NT$ thousand, US$ thousand or RMB thousand
| Endorsement/ Guarantee Provider |
Counter party |
Currency | Limit for Endorsement/ Guarantee |
Actual Amount Drawn |
|---|---|---|---|---|
| Wei Chuan | Cheng Shuen Nung Ranch Dairy Co.,Ltd. |
NT$ | 515,000 |
465,500 |
| Wei Chuan | CONCOURSE INTERNATIONAL INC. |
USD Equivalent of NT$ |
30,000 921,300 |
4,722 145,024 |
| Wei Chuan | Hangzhou Wei-chuan Biotechnology Foods Co.,Ltd. |
RMB Equivalent of NT$ |
50,000 220,470 |
0 0 |
| The Company | NT$ | 1,656,770 |
610,524 |
|
| Hangzhou Wei-chuan |
Suzhou Wei-chuan Foods Co.,Ltd. |
RMB EquivalentofNT$ |
200,000 881,880 |
71,070 313,376 |
| Hangzhou Wei-chuan |
Hangzhou Wei-chuan Biotechnology Foods Co.,Ltd. |
RMB Equivalent of NT$ |
59,000 260,155 |
9,000 39,685 |
| Subsidiaries | NT$ | 1,142,035 |
353,061 |
|
| The Company and subsidiaries | NT$ | 2,798,805 |
963,585 |
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【 Attachment IV 】
INDEPENDENT AUDITORS’ REPORT
PWCR22000528
To the Board of Directors and Shareholders of Wei Chuan Foods Corporation
Opinion
We have audited the accompanying consolidated balance sheets of Wei Chuan Foods Corporation and subsidiaries (the “Group”) as at December 31, 2022 and 2021, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits of the consolidated financial statements in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2022 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion
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thereon, we do not provide a separate opinion on these matters. Key audit matters for the Group’s 2022 consolidated financial statements are stated as follows:
Estimation of sales incentives
Description
Refer to Note 4(30) for accounting policy on revenue, Note 5(2) for the uncertainty of accounting judgments, assumptions and estimates in relation to revenue recognition and Note 6(22) for details of revenue.
The Group enters into different sales incentive agreements with different sales customers due to the nature of the industry. The Group pays incentives to sales customers if they meet the sales targets at various reward and promotion activities that the Group launches over a number of periods for cooperating with customers and distributors to promote products. International Financial Reporting Standards require that if sales incentives are substantively linked to operating revenue, the Group shall combine the two transactions and record the sales incentives as a deduction item to operating revenue. The Group calculates and estimates the sales incentive amounts based on the actual sales amounts and the contract terms negotiated with sales customers. Given that the aforementioned process to recognise sales incentives usually involves management judgment and the calculations are relatively complicated, we consider the estimation of sales incentives a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
-
Obtained an understanding of the Group’s internal control designed for sales incentives and tested the effectiveness of the control, such as ascertained whether the calculations and estimates of each main sales incentive were reviewed by an authorised supervisor.
-
Obtained the reports derived from the Group’s system and the relevant proofs of delivery, and then sampled and verified the actual sales volumes and unit prices.
-
Obtained the sales agreements of the Group’s main sales customers. Used the actual sales amounts to recalculate the incentives based on the terms specified in the agreement.
-
Performed tests of subsequent deductions and write-offs for the balances of incentives payable that are material on the balance sheet date.
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Evaluation of inventories
Description
Refer to Note 4(13) for accounting policy on inventory evaluation, Note 5(2) for critical judgement in relation to inventory evaluation, and Note 6(4) for details of inventories.
The Group is primarily engaged in the manufacture and sale of dairy products, beverages and soy sauce. Due to the high competitiveness of similar products in the food market, the growing consumer awareness of food safety in recent years and the short shelf-life of most dairy products, there is a higher risk of inventories losing value or becoming obsolete if the products are not selling as expected.
The Group applies judgments and estimates in determining the net realisable value of inventories on balance sheet date and then writes down the inventory costs to the net realisable value. Given that the inventories are the main operating assets for the Group, the evaluation of inventories involves management judgments and evaluation amounts are material to the financial statements, we consider the evaluation of inventories a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
-
Obtained the policies for inventory valuation and determined whether the policies applied in provision of allowance for inventory valuation losses in the different periods are in agreement.
-
Observed physical inventory count at the end of period to identify whether there are obsolete, damaged or unsalable inventories.
-
Obtained aging statements of each kind of inventory and tested the changes in ages of inventory. Selected samples with inventory number and verified the date of manufacture, checked the accuracy of classification range of inventory ages.
-
Obtained net realizable value statement of each kind of inventory and checked the applied calculation logic. Tested relevant parameters, including: sales or purchases data, reasonableness of marketing to sales ratio calculation, and relevant estimate document. Checked and compared allowance for valuation losses that the Group should provision at the lower of cost and net realizable value.
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Other matter – Parent company only financial statements
We have audited and expressed an unqualified opinion on the parent company only financial statements of Wei Chuan Food Corporation as at and for the years ended December 31, 2022 and 2021.
Responsibilities of management and those charged with governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.
Auditors’ responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
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As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in
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internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Huang, Shih-Chun[Wu, Yu-Lung ]
For and on Behalf of PricewaterhouseCoopers, Taiwan May 15, 2023
------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
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| Assets | Notes 6(1) 6(2) 6(3) 6(3) 6(3) and 7(2) 7(2) 6(4) 7(2) 6(2) 6(1) and 8 6(5) 6(6) and 8 6(7) 6(8) and 8 6(9) 6(10) 6(28) 6(11) |
December 31, 2022 AMOUNT % $964,49952,270-31,965-2,321,14613172,0401117,142137,199-1,551,7759496,811328,182-5,723,0293223,452-8,060-16,441-9,093,78052787,9595216,8661190,1661142,08611,134,9616271,426211,885,19768$17,608,226100 |
December 31, 2021 | December 31, 2021 |
|---|---|---|---|---|
AMOUNT$964,4992,27031,9652,321,146172,040117,14237,1991,551,775496,81128,1825,723,02923,4528,06016,4419,093,780787,959216,866190,166142,0861,134,961271,42611,885,197$17,608,226 |
AMOUNT$1,292,071-42,9962,365,742220,261111,6483,0961,383,609490,77216,3765,926,57133,4528,00018,0609,170,598775,441222,453164,456135,7601,181,961322,34212,032,523$17,959,094 |
% | ||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable due from related parties, net 1200 Other receivables 1220 Current tax assets 130X Inventories 1410 Prepayments 1470 Other current assets 11XX Total current Assets Non-current assets 1510 Non-current financial assets at fair value through profit or loss 1535 Non-current financial assets at amortised cost 1550 Investments accounted for using the equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property, net 1780 Intangible assets 1830 Biological assets-non-current 1840 Deferred tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
7--1311-83- |
|||
33 |
||||
---51411172 |
||||
67 |
||||
100 |
(Continued)
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| Liabilities and Equity | December 31, 2022 December 31, 2021 Notes AMOUNT % AMOUNT % 6(13) $2,041,67812$1,446,82686(14) 155,2311170,00016(22) 94,300-86,4801212-61-1,563,35691,625,08397(2) 54,675-57,920-6(15) 1,896,034112,183,5311229,549-69,486-135,9751107,67016(16) 220,9191175,461114,902-12,388-6,206,831355,934,906336(16) 2,974,351173,507,046196(28) 667,6724710,9784233,4891283,74226(17) 293,2272470,36934,168,739244,972,1352810,375,5705910,907,041616(19) 5,060,629295,060,629286(20) 36,115-36,115-6(21) 786,1354736,3814285,5472252,50121,260,89871,243,9027(204,898) (1) (285,547) (2 )7,224,426417,043,981398,230-8,072-7,232,656417,052,053399 11 $17,608,226100$17,959,094100 |
|---|---|
| Current liabilities 2100 Short-term borrowings 2110 Short-term notes and bills payable 2130 Current contract liabilities 2150 Notes payable 2170 Accounts payable 2180 Accounts payable due from related parties 2200 Other payables 2230 Current tax liabilities 2280 Current lease liabilities 2320 Long-term liabilities, current portion 2399 Other current liabilities 21XX Total current Liabilities Non-current liabilities 2540 Long-term borrowings 2570 Deferred tax liabilities 2580 Non-current lease liabilities 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total Liabilities Equity attributable to owners of parent Share capital 3110 Ordinary share Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 31XX Total equity attributable to owners of parent 36XX Non-controlling interest 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity |
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| Items | Year ended December 31 2022 2021 Notes AMOUNT % AMOUNT % 6(22) and 7(2) $19,972,832100$19,817,8621006(4)(26) and 7(2) (14,474,786) (73) (14,035,011) (71)5,498,046275,782,851296(26) (4,107,491) (21) (4,020,500) (20)(846,046) (4) (889,936) (5)(210,338) (1) (225,589) (1)12(2) 6- (2,944)-(5,163,869) (26) (5,138,969) (26)334,1771643,882321,024-25,653-6(23) and 7(2) 313,2142203,11316(24) (267,432) (1) (102,257)-6(25) (120,397) (1) (115,937) (1)12(2) 20,833-63,468-6(5) (1,619)-374-(34,377)-74,414-299,8001718,29636(28) (58,717)- (210,470) (1)$241,0831$507,8262 |
|---|---|
| 4000 Operating revenue 5000 Operating costs 5950 Gross profit from operations Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit gains (losses) 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7055 Expected credit profit 7060 Share of loss (profit) of associates and joint ventures accounted for using the equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year |
(Continued)
18/35
| Items | Year ended December 31 2022 2021 Notes AMOUNT % AMOUNT 6(18) $113,1331 ($9,417)113,1331 (9,417)81,520- (33,314)(828)-25580,692- (33,059)$193,8251 ($42,476)$434,9082$465,350$240,2831$507,002800-824$241,0831$507,826$433,9832$464,487925-863$434,9082$465,3506(29) $0.47$6(29) $0.47$ |
Year ended December 31 | Year ended December 31 | Year ended December 31 | |
|---|---|---|---|---|---|
| 2022 | 2021 % AMOUNT 1 ($9,417)1 (9,417)- (33,314)-255- (33,059)1 ($42,476)2$465,3501$507,002-8241$507,8262$464,487-8632$465,3500.47$0.47$ |
2021 | |||
| % | |||||
| Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans 8310 Components of other comprehensive (loss) income that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8361 Exchange differences on translation 8399 Income tax relating to components of other comprehensive income(loss) that will be reclassified to profit or loss 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8300 Other comprehensive income (loss) 8500 Total comprehensive income Profit, attributable to: 8610 Owners of the parent 8620 Non-controlling interest Profit for the year Comprehensive income attributable to: 8710 Owners of the parent 8720 Non-controlling interest Total comprehensive income Basic earnings per share 9750 Profit for the year Diluted earnings per share 9850 Profit for the year |
- |
||||
- |
|||||
-- |
|||||
- |
|||||
- |
|||||
2 |
|||||
2- |
|||||
2 |
|||||
2- |
|||||
2 |
|||||
1.00 |
|||||
$ |
$ |
1.00 |
19/35
| Year ended December 31, 2021 Balance at January 1, 2021 Profit for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) for the year Appropriation and distribution of 2020 retained earnings Legal reserve appropriated 6(21) Special reserve reversed 6(21) Cash dividends 6(21) Capital surplus - dividends unclaimed by shareholders Changes in non-controlling interests 4(3) Balance at December 31, 2021 Year ended December 31, 2022 Balance at January 1, 2022 Profit for the year Other comprehensive income for the year Total comprehensive income for the year Appropriation and distribution of 2021 retained earnings Legal reserve appropriated 6(21) Special reserve appropriated 6(21) Cash dividends 6(21) Changes in non-controlling interests 4(3) Balance at December 31, 2022 |
$ 5,060,629--------$ 5,060,629$ 5,060,629-------$ 5,060,629 |
$36,113------2-$36,115$36,115-------$36,115 |
$ 682,715$ 302,706$ 1,018,043($ 252,501 ) $ 6,847,705$8,083$ 6,855,788--507,002-507,002824507,826--(9,469 ) (33,046 ) (42,515 )39(42,476 )--497,533(33,046 ) 464,487863465,35053,666-(53,666 )-----(50,205 )50,205------(268,213 )- (268,213 )-(268,213 )----2-2-----(874 ) (874 )$ 736,381$ 252,501$ 1,243,902($ 285,547 ) $ 7,043,981$8,072$ 7,052,053$ 736,381$ 252,501$ 1,243,902($ 285,547 ) $ 7,043,981$8,072$ 7,052,053--240,283-240,283800241,083--113,05180,649193,700125193,825--353,33480,649433,983925434,90849,754-(49,754 )-----33,046(33,046 )------(253,538 )- (253,538 )-(253,538 )-----(767 ) (767 )$ 786,135$ 285,547$ 1,260,898($ 204,898 ) $ 7,224,426$8,230$ 7,232,656 |
|---|---|---|---|
20/35
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||
|---|---|---|---|---|---|
| Profit before tax | $ |
299,800 $ |
718,296 |
||
| Adjustments | |||||
| Adjustments to reconcile profit (loss) | |||||
| Depreciation expense | 6(26) | 1,090,557 |
1,076,551 |
||
| Amortisation expense | 6(26) | 28,365 |
25,682 |
||
| Expected credit loss | 12(2) | ( |
20,839 ) ( |
60,524 ) |
|
| Interest expense | 6(25) | 120,397 |
115,937 |
||
| Interest income | ( |
21,024 ) ( |
25,653 ) |
||
| Dividends revenue | 6(23) | ( |
2,081 ) |
- |
|
| Net loss (gains) on financial assets or liabilities | 6(24) | ||||
| at fair value through profit or loss | 4,802 |
- |
|||
| Share of (loss) profit of associates accounted for | 6(5) | ||||
| using the equity method | 1,619 ( |
374 ) |
|||
| Losses on disposal of property, plant and | 6(24) | ||||
| equipment and biological assets | 26,231 |
22,675 |
|||
| Impairment gain on reversal of non-financial | 6(24) | ||||
| assets | ( |
16 ) ( |
32,271 ) |
||
| Changes in operating assets and liabilities | |||||
| Changes in operating assets | |||||
| Notes receivable | 11,031 ( |
21,000 ) |
|||
| Accounts receivable | 44,616 ( |
90,996 ) |
|||
| Accounts receivable due from related parties | 48,221 ( |
6,315 ) |
|||
| Other receivables | 20,793 |
34,867 |
|||
| Inventories | ( |
168,166 ) ( |
178,613 ) |
||
| Prepayments | ( |
6,039 ) ( |
332,209 ) |
||
| Other current assets | ( |
11,806 ) ( |
10,178 ) |
||
| Other non-current assets | ( |
16,563 ) ( |
10,204 ) |
||
| Changes in operating liabilities | |||||
| Current contract liabilities | 7,820 ( |
4,429 ) |
|||
| Notes payable | 151 ( |
238 ) |
|||
| Accounts payable | ( |
61,727 ) |
139,131 |
||
| Accounts payable due from related parties | ( |
3,245 ) ( |
7,796 ) |
||
| Other payables | ( |
276,237 ) |
110,841 |
||
| Other current liabilities | 2,514 ( |
2,216 ) |
|||
| Other non-current liabilities | ( |
48,975 ) ( |
77,386 ) |
||
| Cash inflow generated from operations | 1,070,199 |
1,383,578 |
|||
| Interest received | 21,024 |
25,653 |
|||
| Dividends received | 2,057 |
- |
|||
| Interest paid | ( |
114,224 ) ( |
115,798 ) |
||
| Income taxes paid | ( |
130,376 ) ( |
153,043 ) |
||
| Net cash flows from operating activities | 848,680 |
1,140,390 |
(Continued)
21/35
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||
|---|---|---|---|---|---|
| Acquisition of financial assets at fair value through | |||||
| profit or loss | ($ |
175,384 ) $ |
- |
||
| Proceeds from financial assets at fair value through |
6(30) | ||||
| profit or loss | 173,663 |
- |
|||
| Acquisition of property, plant and equipment |
6(30) | ( |
609,349 ) ( |
595,986 ) |
|
| Proceeds from disposal of property, plant and | |||||
| equipment | 2,595 |
12,501 |
|||
| Acquisition of right-of-use assets | ( |
42,027 ) |
- |
||
| Acquisition of intangible assets |
6(9) | ( |
47,064 ) ( |
17,243 ) |
|
| Acquisition of biological assets |
6(30) | ( |
64,609 ) ( |
57,163 ) |
|
| Proceeds from disposal of biological assets |
6(30) | 15,838 |
9,475 |
||
| Increase in prepayments for business facilities | ( |
98,054 ) ( |
191,807 ) |
||
| Decrease (increase) in guarantee deposits paid |
6(11) | 5,083 ( |
6,446 ) |
||
| Decrease (increase) in restricted bank deposits | ( |
60 ) |
- |
||
| Land value increment tax refunded | - |
7,172 |
|||
| Net cash flows used in investing activities | ( |
839,368 ) ( |
839,497 ) |
||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||
| (Decrease) increase in short-term borrowings |
6(31) | 594,852 ( |
323,603 ) |
||
| Decrease in short-term notes and bills payable |
6(31) | ( |
14,769 ) ( |
180,000 ) |
|
| Payments of lease liabilities |
6(31) | ( |
166,470 ) ( |
152,631 ) |
|
| Repayments of long-term borrowings |
6(31) | ( |
4,902,996 ) ( |
628,357 ) |
|
| Proceeds from long-term borrowings |
6(31) | 4,410,486 |
643,611 |
||
| (Decrease) increase in guarantee deposits received |
6(17) | ( |
15,116 ) |
9,951 |
|
| Dividends paid |
6(21) | ( |
253,538 ) ( |
268,213 ) |
|
| Changes in non-controlling interests | ( |
767 ) ( |
874 ) |
||
| Proceeds from dividends unclaimed by shareholders | - |
2 |
|||
| Net cash flows used in financing activities | ( |
348,318 ) ( |
900,114 ) |
||
| Effect of exchange rate changes | 11,434 ( |
14,139 ) |
|||
| Net decrease in cash and cash equivalents | ( |
327,572 ) ( |
613,360 ) |
||
| Cash and cash equivalents at beginning of year |
6(1) | 1,292,071 |
1,905,431 |
||
| Cash and cash equivalents at end of year |
6(1) | $ |
964,499 $ |
1,292,071 |
22/35
INDEPENDENT AUDITORS’ REPORT
PWCR22000541
To the Board of Directors and Shareholders of WEI CHUAN FOODS CORPORATION
Opinion
We have audited the accompanying parent company only balance sheets of Wei Chuan Foods Corporation (the “Company”) as at December 31, 2022 and 2021, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2022 and 2021, 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 of the parent company only financial statements in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the 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 Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
23/35
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 2022 parent company only financial statements. 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, we do not provide a separate opinion on these matters.
Key audit matters for the Company’s 2022 parent company only financial statements are stated as follows:
Estimation of sales incentives
Description
Refer to Note 4(27) for accounting policy on revenue, Note 5(2) for the uncertainty of accounting judgments, assumptions and estimates in relation to revenue recognition and Note 6(19) for details of revenue.
The Company enters into different sales incentive agreements with different sales customers due to the nature of the industry. The Company pays incentives to sales customers if they meet the sales targets at various reward and promotion activities that the Company launches over a number of periods for cooperating with customers and distributors to promote products. International Financial Reporting Standards require that if sales incentives are substantively linked to operating revenue, the Company shall combine the two transactions and record the sales incentives as a deduction item to operating revenue.
The Company calculates and estimates the sales incentive amounts based on the actual sales amounts and the contract terms negotiated with sales customers. Given that the aforementioned process to recognise sales incentives usually involves management judgment and the calculations are relatively complicated, we consider the estimation of sales incentives a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
1.Obtained an understanding of the Company ’ s internal control designed for sales incentives and tested the effectiveness of the control, such as ascertained whether the calculations and estimates of each main sales incentive were reviewed by an authorised supervisor.
24/35
-
2.Obtained the reports derived from the Company
’s system and the relevant proofs of delivery, and then sampled and verified the actual sales volumes and unit prices. -
3.Obtained the sales agreements of the Company
’s main sales customers. Used the actual sales amounts to recalculate the incentives based on the terms specified in the agreement. -
4.Performed tests of invoices after the balance sheet date and write-offs for the balances of incentives payable that are material on the balance sheet date.
Evaluation of inventories
Description
Refer to Note 4(12) for accounting policy on inventory evaluation, Note 5(2) for critical judgement in relation to inventory evaluation, and Note 6(4) for details of inventories.
The Company is primarily engaged in the manufacture and sale of dairy products, beverages and soy sauce. Due to the high competitiveness of similar products in the food market, the growing consumer awareness of food safety in recent years and the short shelf-life of most dairy products, there is a higher risk of inventories losing value or becoming obsolete if the products are not selling as expected.
The Company applies judgments and estimates in determining the net realisable value of inventories on balance sheet date and then writes down the inventory costs to the net realisable value. Given that the inventories are the main operating assets for the Company, the evaluation of inventories involves management judgments and evaluation amounts are material to the financial statements, we consider the evaluation of inventories a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
-
1.Obtained the policies for inventory valuation and determined whether the policies applied in provision of allowance for inventory valuation losses in the different periods are consistent.
-
2.Observed physical inventory count at the end of period to identify whether there are obsolete, damaged or unsalable inventories.
-
3.Obtained aging statements of each kind of inventory and tested the changes in ages of inventory. Selected samples with inventory number and verified the date of manufacture, checked the accuracy of classification range of inventory ages.
25/35
- 4.Obtained net realisable value statement of each kind of inventory and checked the applied calculation logic. Tested relevant parameters, including: sales or purchases data, reasonableness of marketing to sales ratio calculation, and relevant estimate document. Checked and compared allowance for valuation losses that the Group should provision at the lower of cost and net realisable value.
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.
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 the audit committee, are responsible for 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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
26/35
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
1.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.
-
2.Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
3.Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
4.Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.
-
5.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.
-
6.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 audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
27/35
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 of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Huang, Shih-Chun[Wu, Yu-Lung ]
For and on behalf of PricewaterhouseCoopers, Taiwan March 15, 2023
------------------------------------------------------------------------------------------------------------------------------------------------The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
28/35
| Assets | Notes 6(1) 6(2) 6(3) 6(3) 6(3) and 7(2) 7(2) 6(4) 7(2) 6(2) 6(1) and 8 6(5) 6(6) and 8 6(7) 6(8) and 8 6(25) 6(9) |
December 31, 2022 AMOUNT % $365,87732,270-22,078-1,019,01594,381-112,3941206-772,966614,897-27,934-2,342,0181923,117-8,060-5,110,895423,491,87528177,5331188,2582961,910810,590-9,972,23881$12,314,256100 |
December 31, 2021 | December 31, 2021 |
|---|---|---|---|---|
AMOUNT$365,8772,27022,0781,019,0154,381112,394206772,96614,89727,9342,342,01823,1178,0605,110,8953,491,875177,533188,258961,91010,5909,972,238$12,314,256 |
AMOUNT$354,386-34,294971,6239,168110,2182,912673,97520,30016,0642,192,94033,1178,0005,323,3663,594,341195,746193,5731,029,61310,35310,388,109$12,581,049 |
% | ||
| Current assets 1100 Cash and cash equivalents 1110 Current financial assets at fair value through profit or loss 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable - related parties 1200 Other receivables 1220 Current income tax assets 130X Inventories 1410 Prepayments 1470 Other current assets 11XX Current Assets Non-current assets 1510 Non-current financial assets at fair value through profit or loss 1535 Non-current financial assets at amortised cost 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property - net 1840 Deferred tax assets 1900 Other non-current assets 15XX Non-current assets 1XXX Total assets |
3--8-1-5-- |
|||
17 |
||||
--4229228- |
||||
83 |
||||
100 |
(Continued)
29/35
| Liabilities and Equity | December 31, 2022 December 31, 2021 Notes AMOUNT % AMOUNT % 6(11) $446,0004$150,0001151-22-502,1494514,83447(2) 157,7461196,75826(12) 594,7455623,988534,234-31,404-6(13) --33,000-11,088-10,418-1,746,113141,560,424126(13) 2,469,892202,889,446236(25) 629,2415674,4616139,4471158,94316(5)(14) 105,1371253,79423,343,717273,976,644325,089,830415,537,068446(16) 5,060,629415,060,629406(17) 36,115-36,115-6(18) 786,1357736,3816285,5472252,50121,260,898101,243,90210(204,898) (1) (285,547) (2 )7,224,426597,043,981569 11 $12,314,256100$12,581,049100 |
|---|---|
| Current liabilities 2100 Short-term borrowings 2150 Notes payable 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2280 Current lease liabilities 2320 Long-term liabilities, current portion 2399 Other current liabilities, others 21XX Current Liabilities Non-current liabilities 2540 Long-term borrowings 2570 Deferred tax liabilities 2580 Non-current lease liabilities 2600 Other non-current liabilities 25XX Non-current liabilities 2XXX Total Liabilities Equity Share capital 3110 Ordinary share Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity |
30/35
| Items | Year ended December 31 2022 2021 Notes AMOUNT % AMOUNT % 6(19) and 7(2) $8,095,812100$8,157,0931006(4) and 7(2) (6,376,387) (79) (6,226,716) (76)1,719,425211,930,377246(23) and 7(2) (1,327,799) (16) (1,369,685) (17)(280,418) (4) (265,528) (3)(106,838) (1) (100,802) (1)(56)- (52)-(1,715,111) (21) (1,736,067) (21)4,314-194,31032,253-8,225-6(20) and 7(2) 197,859286,08516(21) and 7(2) (21,540)- (3,263)-6(22) and 7(2) (45,193) (1) (47,890) (1)6(5) 128,8892307,2954262,2683350,4524266,5823544,76276(25) (26,299)- (37,760) (1)$240,2833$507,00266(15) $105,7251 ($13,424)-6(5) 7,326-3,955-113,0511 (9,469)-80,6491 (33,046)-80,6491 (33,046)-$193,7002 ($42,515)-$433,9835$464,48766(26) $0.47$1.006(26) $0.47$1.00 |
|---|---|
| 4000 Operating revenue 5000 Operating costs 5950 Gross profit from operations Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit losses 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit of subsidiaries, associates and joint ventures accounted for using equity method, net 7000 Total non-operating income and expense 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans 8330 Share of other comprehensive income of associates and joint ventures accounted for using equity method 8310 Components of other comprehensive income that will not be reclassified to profit or loss 8361 Exchange differences on translation 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8300 Other comprehensive income (loss) 8500 Total comprehensive income Basic earnings per share 9750 Profit for the year Diluted earnings per share 9850 Profit for the year |
31/35
| Year ended December 31, 2021 Balance at January 1, 2021 Profit for the year Other comprehensive loss for the year Total comprehensive income (loss) Appropriation and distribution of 2020 retained earnings Legal reserve appropriated 6(18) Special reserve reversed 6(18) Cash dividends 6(18) Capital surplus - dividends unclaimed by shareholders 6(17) Balance at December 31, 2021 Year ended December 31, 2022 Balance at January 1, 2022 Profit for the year Other comprehensive income for the year Total comprehensive income Appropriation and distribution of 2021 retained earnings Legal reserve appropriated 6(18) Special reserve appropriated 6(18) Cash dividends 6(18) Balance at December 31, 2022 |
$ 5,060,629-------$ 5,060,629$ 5,060,629------$ 5,060,629 |
$36,113 - - - - - - 2 $36,115 $36,115 - - - - - - $36,115 |
$682,715$302,706$ 1,018,043($252,501)$ 6,847,705--507,002-507,002--(9,469 ) (33,046) (42,515 )--497,533(33,046)464,48753,666-(53,666 ) ---(50,205)50,205----(268,213 ) -(268,213 )----2$736,381$252,501$ 1,243,902($285,547)$ 7,043,981$736,381$252,501$ 1,243,902($285,547)$ 7,043,981--240,283-240,283--113,05180,649193,700--353,33480,649433,98349,754-(49,754 ) ---33,046(33,046 ) ----(253,538 ) -(253,538 )$786,135$285,547$ 1,260,898($204,898)$ 7,224,426 |
|---|---|---|---|
32/35
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||
|---|---|---|---|---|---|
| Profit before tax | $ |
266,582 $ |
544,762 |
||
| Adjustments | |||||
| Adjustments to reconcile profit (loss) | |||||
| Depreciation expense | 6(23) | 259,163 |
265,673 |
||
| Expected credit loss | 12(4) | 56 |
52 |
||
| Interest expense | 6(22) | 45,193 |
47,890 |
||
| Interest income | ( |
2,253 ) ( |
8,225 ) |
||
| Dividends revenue | 6(2)(20) | ( |
2,081 ) |
- |
|
| Net loss on financial assets at fair value through | 6(21) | ||||
| profit or loss | 4,802 |
- |
|||
| Share of profit of subsidiaries, associates and | 6(5) | ||||
| joint ventures accounted for using the equity | |||||
| method | ( |
128,889 ) ( |
307,295 ) |
||
| (Gain) loss on disposal of property, plant and | 6(21) | ||||
| equipment | ( |
91 ) |
2,173 |
||
| Gain on reversal of impairment loss on non- | 6(21) | ||||
| financial assets | ( |
16 ) ( |
12,717 ) |
||
| Changes in operating assets and liabilities | |||||
| Changes in operating assets | |||||
| Notes receivable | 12,216 ( |
21,413 ) |
|||
| Accounts receivable | ( |
47,392 ) ( |
106,057 ) |
||
| Accounts receivable due from related parties | 4,787 ( |
1,646 ) |
|||
| Other receivables | 2,441 ( |
2,186 ) |
|||
| Inventories | ( |
98,991 ) ( |
70,665 ) |
||
| Prepayments | 5,403 ( |
9,453 ) |
|||
| Other current assets | ( |
11,870 ) ( |
9,963 ) |
||
| Changes in operating liabilities | |||||
| Notes payable | 129 |
1 |
|||
| Accounts payable | ( |
12,685 ) |
41,203 |
||
| Accounts payable - related parties | ( |
39,012 ) |
29,445 |
||
| Other payables | ( |
41,440 ) |
18,244 |
||
| Other current liabilities | 670 |
937 |
|||
| Other non-current liabilities | ( |
44,420 ) ( |
46,219 ) |
||
| Cash inflow generated from operations | 172,302 |
354,541 |
|||
| Interest received | 2,253 |
8,225 |
|||
| Dividends received | 531,880 |
508,203 |
|||
| Interest paid | ( |
40,413 ) ( |
47,908 ) |
||
| Income taxes paid | ( |
1,110 ) ( |
11,951 ) |
||
| Net cash flows from operating activities | 664,912 |
811,110 |
(Continued)
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| CASH FLOWS FROM INVESTING ACTIVITIES | |||||
|---|---|---|---|---|---|
| Acquisition of financial assets at fair value through | |||||
| profit or loss | ($ |
175,384 ) $ |
- |
||
| Proceeds from financial assets at fair value through | |||||
| profit or loss | 173,663 |
- |
|||
| Acquisition of investments accounted for using the | |||||
| equity method | ( |
100,000 ) |
- |
||
| Acquisition of property, plant and equipment |
6(27) | ( |
101,482 ) ( |
150,050 ) |
|
| Proceeds from disposal of property, plant and | |||||
| equipment | 107 |
1,814 |
|||
| Increase (decrease) in prepayments for business | |||||
| facilities | - ( |
150 ) |
|||
| Increase (decrease) in guarantee deposits paid |
6(9) | ( |
237 ) ( |
473 ) |
|
| Increase (decrease) in restricted bank deposits | ( |
60 ) |
- |
||
| Land value increment tax refunded | - |
7,172 |
|||
| Net cash flows used in investing activities | ( |
203,393 ) ( |
141,687 ) |
||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||
| Increase (decrease) in short-term borrowings |
6(28) | 296,000 ( |
450,000 ) |
||
| Decrease in short-term notes and bills payable |
6(28) | - ( |
250,000 ) |
||
| Payments of lease liabilities |
6(28) | ( |
40,740 ) ( |
36,283 ) |
|
| Repayments of long-term borrowings |
6(28) | ( |
4,722,750 ) ( |
514,250 ) |
|
| Proceeds from long-term borrowings | 4,270,000 |
500,000 |
|||
| Increase (Decrease) in guarantee deposits received |
6(14) | 1,000 ( |
1,219 ) |
||
| Dividends paid |
6(18) | ( |
253,538 ) ( |
268,213 ) |
|
| Proceeds from dividends unclaimed by shareholders | - |
2 |
|||
| Net cash flows used in financing activities | ( |
450,028 ) ( |
1,019,963 ) |
||
| Net increase (decrease) in cash and cash equivalents | 11,491 ( |
350,540 ) |
|||
| Cash and cash equivalents at beginning of year |
6(1) | 354,386 |
704,926 |
||
| Cash and cash equivalents at end of year |
6(1) | $ |
365,877 $ |
354,386 |
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【 Attachment V 】
Wei Chuan Foods Corporation Earnings Distribution Table 2022
| Unit: NTD | ||
|---|---|---|
| Item | Total | Total |
| 2022 netprofit after tax | 240,282,674 | |
| Add: Included in the undistributed earnings of the current year | ||
| Remeasurement of defined benefitplans | 113,050,957 | |
| Total | 353,333,631 | |
| Less: Legal reserve appropriated | (35,333,363) | |
| Add: Special reserve reversed | 80,649,270 | |
| Add: Undistributed earnings at beginningof theperiod | 907,563,843 | |
| Distributable earnings | 1,306,213,381 | |
| Less: Cash dividends distributed(NT$0.53per share) | (120,442,974) | |
| Undistributed earnings at the end of theperiod | 1,185,770,407 |
Chairman: Chen, Hung-Yu Manager: Chang, Chiao-Hua Accounting Manager: Huang, Chih-Yu
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