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WEI CHUAN — Audit Report / Information 2020
Nov 10, 2020
51742_rns_2020-11-10_300396c8-2751-4cfe-a8ad-3b34a346b51a.pdf
Audit Report / Information
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WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS’ REPORT
DECEMBER 31, 2020 AND 2019
For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.
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WEI CHUAN FOODS CORPORATION
Declaration of Consolidated Financial Statements of Affiliated Enterprises
For the year ended December 31, 2020, pursuant to ‘Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises’, the entities that are required to be included in the consolidated financial statements of affiliates are the same as those required to be included in the consolidated financial statements of parent and subsidiary companies under IFRS 10. Also, if relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies, it shall not be required to prepare separate consolidated financial statements of affiliates.
Hereby declare,
Wei Chuan Foods Corporation March 29, 2021
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INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
PWCR 20000255
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, 2020 and 2019, 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, 2020 and 2019, 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 as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audit of the consolidated financial statements as of and for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China; and in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, “Rule No. Financial-Supervisory-Securities-Auditing-1090360805 issued by the Financial Supervisory Commission on February 25, 2020” and generally accepted auditing standards in the Republic of China for our audit of the consolidated financial statements as of and for the year ended December 31, 2019. 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
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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 2020 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 thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group’s 2020 consolidated financial statements are stated as follows:
Estimation of sales incentives
Description
Refer to Note 4(31) 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(23) 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.
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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.
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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.
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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.
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 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
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applied in provision of allowance for inventory valuation losses in the different periods are in agreement.
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Observed physical inventory count at the end of period to identify whether there are obsolete, damaged or unsalable inventories.
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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.
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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.
Other matter – Parent company only financial reports
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, 2020 and 2019.
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 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
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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 generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the generally accepted auditing standards 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 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.
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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 Group’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 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.
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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.
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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 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.
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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.
Wu, Yu-Lung
Huang, Shih-Chun
For and on behalf of PricewaterhouseCoopers, Taiwan March 29, 2021
----------------------------------------------------------------------------------------------------------------------------------------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. As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) and 8 6(3) 6(3) 6(3) and 7(2) 7(2) 6(4) 7(2) 6(2) 6(5) 6(6) and 8 6(7) 6(8) and 8 6(9) 6(10) 6(30) 6(11) and 8 |
December31, | % 11 - 13 1 - - 7 1 - 33 - - 52 3 1 1 1 7 2 67 100 2020 |
December31, | 2019 |
|---|---|---|---|---|---|
| Amount 1,905,431 $ 21,996 2,277,509 213,946 82,476 4,241 1,204,996 158,563 6,198 5,875,356 33,452 17,686 9,426,888 629,264 131,801 174,911 121,744 1,348,994 271,425 12,156,165 18,031,521 $ |
Amount 2,221,758 $ 26,308 2,363,467 274,378 101,985 5,351 1,266,774 267,267 9,226 6,536,514 33,443 18,306 9,780,396 662,640 133,733 149,594 104,519 1,407,368 270,430 12,560,429 19,096,943 $ |
% | |||
| Current assets 1100 Cash and cash equivalents 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 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 Non-current biological assets 1840 Deferred tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
12 - 12 1 1 - 7 1 - |
||||
| 34 | |||||
| - - 51 4 1 1 1 7 1 |
|||||
| 66 | |||||
| 100 |
(Continued)
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WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| Liabilities andEquity | Notes Amount % Amount % 6(13) 1,770,429 $ 10 3,159,229 $ 17 6(14) 349,939 2 40,000 - 6(23) 90,909 1 70,944 - 299 - 6,602 - 1,485,952 8 1,507,668 8 7(2) 65,716 - 60,108 - 6(15) and 9(1) 2,076,044 12 1,998,678 10 54,051 - 153,534 1 78,278 - 108,922 1 6(16) 133,826 1 184,766 1 6,105,443 34 7,290,451 38 6(16) 3,549,532 20 3,130,080 17 6(30) 831,224 4 987,384 5 161,093 1 154,431 1 6(17) 528,441 3 590,802 3 5,070,290 28 4,862,697 26 11,175,733 62 12,153,148 64 6(19) 5,060,629 28 5,060,629 27 6(20) 36,113 - 36,103 - 6(21) 682,715 4 551,470 3 302,706 2 - - 1,018,043 6 1,590,372 8 6(22) 252,501) ( 2) ( 302,706) ( 2) ( 6,847,705 38 6,935,868 36 8,083 - 7,927 - 6,855,788 38 6,943,795 36 9 11 18,031,521 $ 100 19,096,943 $ 100 December31,2020 December31,2019 |
December31, | 2019 |
|---|---|---|---|
| % | |||
| 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 to related parties 2200 Other payables 2230 Current tax liabilities 2280 Current lease liabilities 2300 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 interests 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity |
17 - - - 8 - 10 1 1 1 |
||
| 38 | |||
| 17 5 1 3 |
|||
| 26 | |||
| 64 | |||
| 36 | |||
| - | |||
| 36 | |||
| 100 |
The accompanying notes are an integral part of these consolidated financial statements.
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WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
| Items | Notes Amount % Amount % 6(23) and 7(2) 18,650,871 $ 100 20,228,119 $ 100 6(4)(28) and 7(2) 13,206,608) ( 71) ( 14,105,933) ( 70) ( 5,444,263 29 6,122,186 30 6(28) 3,826,312) ( 21) ( 4,403,028) ( 22) ( 789,926) ( 4) ( 921,574) ( 4) ( 229,180) ( 1) ( 235,496) ( 1) ( 12(2) 3,792) ( - 17,482) ( - 4,849,210) ( 26) ( 5,577,580) ( 27) ( 595,053 3 544,606 3 6(24) 22,816 - 44,720 - 6(25) and 7(2) 274,506 2 228,186 1 6(26) 198,643) ( 1) ( 1,103,465 6 6(27) 150,224) ( 1) ( 192,079) ( 1) ( 6(5) 620) ( - 699 - 52,165) ( - 1,184,991 6 542,888 3 1,729,597 9 6(30) 6,746) ( - 378,718) ( 2) ( 536,142 $ 3 1,350,879 $ 7 Year ended December 31 2020 2019 |
Year ended December 31 | Year ended December 31 | |
|---|---|---|---|---|
| 2020 | 2019 | |||
| % | ||||
| 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 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 |
||||
| 7 |
(Continued)
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WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
| Items | Notes Amount % Amount % 6(18) 1,469 $ - 37,524) ($ - 1,469 - 37,524) ( - 51,133 - 165,756) ( 1) ( 6(30) 881) ( - 1,727 - 50,252 - 164,029) ( 1) ( 51,721 $ - 201,553) ($ 1) ( 587,863 $ 3 1,149,326 $ 6 535,196 $ 3 1,349,985 $ 7 946 - 894 - 536,142 $ 3 1,350,879 $ 7 586,864 $ 3 1,148,516 $ 6 999 - 810 - 587,863 $ 3 1,149,326 $ 6 6(31) 6(31) Year ended December 31 2020 2019 1.06 $ 2.67 $ 1.06 $ 2.67 $ |
Year ended December 31 | Year ended December 31 | Year ended December 31 | |
|---|---|---|---|---|---|
| 2020 | % Amount % - 37,524) ($ - - 37,524) ( - - 165,756) ( 1) ( - 1,727 - - 164,029) ( 1) ( - 201,553) ($ 1) ( 3 1,149,326 $ 6 3 1,349,985 $ 7 - 894 - 3 1,350,879 $ 7 3 1,148,516 $ 6 - 810 - 3 1,149,326 $ 6 2019 1.06 2.67 $ 1.06 2.67 $ |
2019 | |||
| % | |||||
| 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 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 related 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 parent 8620 Non-controlling interests Profit for the year Comprehensive income attributable to: 8710 Owners of parent 8720 Non-controlling interests Total comprehensive income Basic earnings per share 9750 Profit for the year Diluted earnings per share 9850 Profit for the year |
- | ||||
| - | |||||
| 6 | |||||
| 7 - |
|||||
| 7 | |||||
| 6 - |
|||||
| 6 | |||||
| 2.67 | |||||
| $ | $ | 2.67 |
The accompanying notes are an integral part of these consolidated financial statements.
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WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| Year ended December 31,2019 | Notes | Equityattributable to owners ofparent | Equityattributable to owners ofparent | |||
|---|---|---|---|---|---|---|
| Ordinaryshare 5,060,629 $ - - - - - - - 5,060,629 $ 5,060,629 $ - - - - - - - - 5,060,629 $ |
Capital surplus 31,936 $ - - - - - 4,167 - 36,103 $ 36,103 $ - - - - - - 10 - 36,113 $ |
Retained earnings | ||||
| Legal reserve 475,607 $ - - - 75,863 - - - 551,470 $ 551,470 $ - - - 131,245 - - - - 682,715 $ |
||||||
| 6(22) 6(21) 6(21) 4(3) 6(22) 6(21) 6(21) 6(21) 4(3) |
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| Balance at January 1, 2019 Profit for the year Other comprehensive loss for the year Total comprehensive income (loss) for the year Appropriation and distribution of 2018 retained earnings Legal reserve appropriated Cash dividends Capital surplus - dividends unclaimed by shareholders Changes in non-controlling interests Balance at December 31, 2019 Year ended December 31,2020 |
||||||
| Balance at January 1, 2020 Profit for the year Other comprehensive income for the year Total comprehensive income for the year Appropriation and distribution of 2019 retained earnings Legal reserve appropriated Special reserve appropriated Cash dividends Capital surplus - dividends unclaimed by shareholders Changes in non-controlling interests Balance at December 31, 2020 |
The accompanying notes are an integral part of these consolidated financial statements.
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WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments Adjustments to reconcile profit (loss) Depreciation expense Amortisation expense Expected credit loss Interest expense Interest income Net gain on financial assets or liabilities at fair value through profit or loss Proceeds from disposal of non-current assets classified as held for sale Share of profit (loss) of associates accounted for using the equity method Losses on disposal of property, plant and equipment and biological assets (Reversal of) impairment loss on property, plant and equipment Changes in operating assets and liabilities Changes in operating assets Financial assets and liabilities at fair value through profit or loss Notes receivable Accounts receivable Accounts receivable due from related parties Other receivables Inventories Prepayments Other current assets Other non-current assets Changes in operating liabilities Current contract liabilities Notes payable Accounts payable Accounts payable to related parties Other payables Other current liabilities Other non-current liabilities Cash (outflow) inflow generated from operations Interest received Interest paid Income taxes paid Net cash provided by operating activities |
Notes 2020 2019 542,888 $ 1,729,597 $ 6(28) 1,083,955 1,040,251 6(28) 21,123 19,469 12(2) 23,575) ( 35,814) ( 6(27) 150,224 192,079 6(24) 22,816) ( 44,720) ( 6(26) 9) ( 5) ( 6(26) - 1,269,341) ( 6(5) 620 699) ( 6(26) 36,969 93,895 6(26) 9,720) ( 55,867) ( - 13) ( 4,316 27,159 81,874 236,220 60,432 57,048) ( 47,575 88,120 61,778 4,920 108,704 28,700 3,028 414 1,035 1,085) ( 19,965 26,916 6,303) ( 777) ( 21,716) ( 108,139) ( 5,608 33,340) ( 120,101 272,592) ( 3,293) ( 587) ( 50,580) ( 100,144 2,212,183 1,707,857 22,816 44,720 156,864) ( 192,870) ( 204,516) ( 131,274) ( 1,873,619 1,428,433 Year ended December 31 |
Year ended December 31 | Year ended December 31 |
|---|---|---|---|
| 2019 | |||
| 1,428,433 |
(Continued)
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WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of non-current assets classified as held for sale Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Acquisition of biological assets Proceeds from disposal of biological assets Increase in other non-current assets - prepayments for business facilities Decrease (increase) in other non-current assets - guarantee deposits paid Decrease (increase) in other non-current assets - restricted bank deposits Income taxes paid Net cash flows (used in) from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term borrowings Increase in short-term notes and bills payable Payments of lease liabilities Repayments of long-term borrowings Proceeds from long-term borrowings Decrease in other non-current liabilities - guarantee deposits received Dividends paid Changes in non-controlling interests Proceeds from dividends unclaimed by shareholders Net cash flows used in financing activities Effect of exchange rate changes Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Notes 2020 2019 - $ 2,107,824 $ - 27,942 6(32) 493,109) ( 1,013,269) ( 7,416 47,165 6(9) 47,990) ( 34,788) ( 6(32) 63,331) ( 66,700) ( 17,634 33,790 54,139) ( 49,437) ( 6(11) 2,932 5,162) ( 6(11) 2,000 1,500) ( - 471,152) ( 628,587) ( 574,713 6(33) 1,388,800) ( 1,067,846) ( 6(33) 310,000 110,000 6(33) 149,891) ( 155,269) ( 6(33) 1,139,045) ( 1,949,909) ( 6(33) 1,505,418 797,462 6(17) 11,774) ( 54,283) ( 6(21) 675,037) ( 404,850) ( 843) ( 5,270) ( 10 4,167 1,549,962) ( 2,725,798) ( 11,397) ( 45,165) ( 316,327) ( 767,817) ( 6(1) 2,221,758 2,989,575 6(1) 1,905,431 $ 2,221,758 $ Year ended December 31 |
Year ended December 31 | Year ended December 31 |
|---|---|---|---|
| 2019 | |||
| 2,221,758 $ |
The accompanying notes are an integral part of these consolidated financial statements.
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WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
1. History and Organisation
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(1) Wei Chuan Foods Corporation (the “Company”) was incorporated as a company limited by shares under the provisions of the Company Act of the Republic of China (R.O.C.) and other related regulations in September 1953. The Company is primarily engaged in manufacturing, processing and sale of dairy products, beverages and instant foods. The information regarding the main business activities that the Company and its subsidiaries (the “Group”) are engaged in is provided in Note 4(3).
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(2) The Company’s shares have been listed on Taiwan Stock Exchange since February 1962.
2. The Date of Authorisation for Issuance of the Financial Statements and Procedures for Authorisation
- These consolidated financial statements were authorised for issuance by the Board of Directors on March 29, 2021.
3. Application of New Standards, Amendments and Interpretations
(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”) New standards, interpretations and amendments endorsed by the FSC effective from 2020 are as follows:
| follows: | |
|---|---|
| New Standards, Interpretations and Amendments | Effective date by International Accounting Standards Board |
Amendments to IAS 1 and IAS 8, ‘Disclosure initiative-definition of material’ Amendments to IFRS 3, ‘Definition of a business’ Amendments to IFRS 9, IAS 39 and IFRS 7, ‘Interest rate benchmark reform’ Amendment to IFRS 16, ‘Covid-19-related rent concessions’ Note: Earlier application from January 1, 2020 is allowed by FSC. |
January 1, 2020 January 1, 2020 January 1, 2020 June 1, 2020 (Note) |
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The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Group
New standards, interpretations and amendments endorsed by the FSC effective from 2021 are as follows:
| follows: | |
|---|---|
| New Standards, Interpretations and Amendments | Effective date by International Accounting Standards Board |
Amendments to IFRS 4, ‘Extension of the temporary exemption from applying IFRS 9’ Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, ‘Interest Rate Benchmark Reform - Phase 2’ |
January 1, 2021 January 1, 2021 |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
(3) IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:
| as endorsed by the FSC are as follows: | |
|---|---|
| New Standards, Interpretations and Amendments | Effective date by International Accounting Standards Board |
Amendments to IFRS 3, ‘Reference to the conceptual framework’ Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’ IFRS 17, ‘Insurance contracts’ Amendments to IFRS 17, ‘Insurance contracts’ Amendments to IAS 1, ‘Classification of liabilities as current or non-current’ Amendments to IAS 1, ‘Disclosure of accounting policies’ Amendments to IAS 8, ‘Definition of accounting estimates’ |
January 1, 2022 To be determined by International Accounting Standards Board January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 |
~18~
| New Standards, Interpretations and Amendments | Effective date by International Accounting Standards Board |
|---|---|
Amendments to IAS 16, ‘Property, plant and equipment: proceeds before intended use’ Amendments to IAS 37, ‘Onerous contracts—cost of fulfilling a contract’ Annual improvements to IFRS Standards 2018–2020 |
January 1, 2022 January 1, 2022 January 1, 2022 |
The Group continually evaluates the impact of the above standards and interpretations to the Group’s consolidated financial condition and financial performance. The quantitative impact will be disclosed when the assessment is complete.
4. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
(1) Compliance statement
The consolidated financial statements of the Group have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”).
(2) Basis of preparation
-
A. Except for the following items, the consolidated financial statements have been prepared under the historical cost convention:
-
(a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.
-
(b) Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.
-
B. The preparation of consolidated financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
~19~
(3) Basis of consolidation
-
A. Basis for preparation of consolidated financial statements
-
(a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
-
(b) Inter-company transactions, balances and unrealised gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
(c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
-
(d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.
-
B. Subsidiaries included in the consolidated financial statements:
| Name of investor Name of subsidiary Wei Chuan Foods Corporation KING CAN INDUSTRY CORPORATION Wei Chuan Foods Corporation CHINA YOUTH CO., LTD. Wei Chuan Foods Corporation KANG CHUAN ENGINEERING CO., LTD. Wei Chuan Foods Corporation CONCOURSE INTERNATIONAL INC. Wei Chuan Foods Corporation Cheng Shuen Nung Ranch Dairy Co., Ltd. Wei Chuan Foods Corporation THAI WEI-CHUAN CO., LTD. Wei Chuan Foods Corporation WEI-CHUAN INTERNATIONAL LIMITED |
Main business activities | Ownership (%) | Description |
|---|---|---|---|
December 31, 2020 December 31, 2019 98.68 98.68 99.79 99.79 99.85 99.85 99.99 99.99 100.00 - 60.00 60.00 100.00 100.00 |
|||
| Process, manufacture and trade of tinplate products such as tin cans, tin boxes and bottle caps Trade of vegetables and fruits as well as agricultural and fishery products Planning, design and implementation of construction projects General import and export trade business Livestock farm management Food processing General investment |
Note 1 Note 2 Note 3 Note 4 Note 5 None None |
~20~
| Name of investor Name of subsidiary Wei Chuan Foods Corporation WEI-CHUAN (BVI) CO., LTD. Wei Chuan Foods Corporation WEI-CHUAN ASIAN INVESTMENT LIMITED KING CAN INDUSTRY CORPORATION KingCan (BVI) Corporation KingCan (BVI) Corporation KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD. CONCOURSE INTERNATIONAL INC. CONCOURSE INTERNATIONAL LIMITED CONCOURSE INTERNATIONAL LIMITED HANGZHOU CONCOURSE TRADING CO., LTD. WEI-CHUAN INTERNATIONAL LIMITED WEI-CHUAN ASIAN INVESTMENT LIMITED WEI-CHUAN (BVI) CO., LTD. Hangzhou Weichuan Biotechnology Foods Co., Ltd. WEI-CHUAN (BVI) CO., LTD. HANGZHOU WEI-CHUAN FOOD CO., LTD. WEI-CHUAN (BVI) CO., LTD. WEI CHUAN FOODS INVESTMENT CO., LTD. HANGZHOU WEI-CHUAN FOOD CO., LTD. SUZHOU WEI-CHUAN FOODS CO., LTD. WEI CHUAN FOODS INVESTMENT CO., LTD. LANGFANG WEI-CHUAN FOODS CO., LTD. |
Main business activities | Ownership (%) | Description |
|---|---|---|---|
December 31, 2020 December 31, 2019 100.00 100.00 1.00 1.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 99.00 99.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 |
|||
| General investment General investment General investment Manufacture of food molds and injection molds General investment General import and export trade business General investment Manufacture and sale of food products such as milk powder, rice and wheat powder and solid drinks Manufacture and brand marketing of refrigerated dairy beverages General investment Manufacture and brand marketing of refrigerated dairy beverages Manufacture and brand marketing of refrigerated dairy beverages |
None None None None None None None None None None None None |
Note 1: On April 25, 2019, the shareholders of the investee resolved to reduce its capital to return the share capital of $158,102, and distribute cash of $111,110 and $111,963 from capital surplus and legal reverse, respectively. The capital reduction and distribution effective date was set on April 30, 2019. The change in non-controlling interests was ($5,016).
On June 21, 2019, the shareholders of the investee resolved to distribute earnings of $19,306 as cash dividends. The ex-dividend effective date was set on July 25, 2019. The change in non-controlling interests was ($254).
On June 22, 2020, the shareholders of the investee resolved to distribute earnings of $61,458 as cash dividends. The ex-dividend effective date was set on June 30, 2020. The change in non-controlling interests was ($809).
~21~
-
Note 2: In November 2016, the shareholders of the investee approved to dissolve the investee, which was approved by the competent authority in January 2017. The investee is in the process of liquidation.
-
Note 3: In December 2016, the Board of Directors of the investee resolved to dissolve the investee.
- On August 25, 2020, the shareholders of the investee approved to reduce its capital to return the share capital of $23,000. The capital reduction effective date was set on August 26, 2020. The change in non-controlling interests was ($34).
-
Note 4:On August 12, 2019, the Board of Directors of the Company’s wholly-owned subsidiary, CONCOURSE INTERNATIONAL INC. (CONCOURSE), resolved to merge with the Company’s 99.97% owned subsidiary, GREEN GIANT CORPORATION, with CONCOURSE being the surviving company. The merger effective date was set on October 31, 2019 and the merger was approved by the Taipei City Government under the Order No. Fi-chanye-shang-zi-10856236820
,dated November 28, 2019. The change in non-controlling interests was ($20). -
Note 5: To implement division of services and enhance competitiveness and operational performance, the Company invested $30,000 to establish a wholly-owned subsidiary, Cheng Shuen Nung Ranch Dairy Co., Ltd. (Cheng Shuen Nung), in April 2020.
- The Board of Directors and the shareholders at their meeting on May 11, 2020 and June 23, 2020 resolved to spin off its business relating to the Linfengying Ranch to Cheng Shuen Nung in exchange for 54,929,989 new shares issued by Cheng Shuen Nung at a price of $10 (in dollars) per share at a consideration of $723,035. The ranch related business (including assets, liabilities and operation) was spun off from the Company to Cheng Shuen Nung. The effective date for the spin-off was set on December 31, 2020. The nature of spin off was a group reorganisation, according to IFRS and the letter of the Accounting Research And Development Foundation Interpretation 100-390, the accounting basis of Cheng Shuen Nung was the carrying amounts of assets and liabilities at the effective date for the spin-off.
-
C. Subsidiaries not included in the consolidated financial statements:
| Name of investor | Name of subsidiary | Main business activities | Ownership (%) | Ownership (%) | Description |
|---|---|---|---|---|---|
December 31, 2020 |
December 31, 2019 |
||||
| WEI-CHUAN ASIAN INVESTMENT LIMITED WEI-CHUAN INTERNATIONAL LIMITED |
HEALTH CAN DEVELOPMENT LIMITED HEILONGJIANG WEI CHUAN DAIRY CO. |
General investment Dairy and other products |
75.00 70.00 |
75.00 70.00 |
Note 1 Note 2 |
~22~
| Name of investor Name of subsidiary WEI-CHUAN INTERNATIONAL LIMITED HEILONGJIANG WEI CHUAN FOOD CO. |
Main business activities | Ownership (%) | Description |
|---|---|---|---|
December 31, 2020 December 31, 2019 67.00 67.00 |
|||
| Condiments and other products | Note 2 |
-
Note 1: The subsidiary was not included as a consolidated entity in the consolidated financial statements as its asset did not reach 0.05% of total assets of the parent company and it did not have operating revenue.
-
Note 2: The subsidiary was not included as a consolidated entity in the consolidated financial statements as it is in the process of liquidation.
-
D. Adjustments for subsidiaries with different balance sheet dates:
-
None.
-
E. Significant restrictions:
Cash and short-term deposits of $884,424 deposited in Mainland China are under local foreign exchange control which restricts the capital to be remitted outside the borders, except for normal dividend distribution.
-
F. Subsidiaries that have non-controlling interests that are material to the Group:
-
None.
(4) Foreign currency translation
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan dollars, which is the Company’s functional and the Group’s presentation currency.
-
A. Foreign currency transactions and balances
-
(a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.
-
(b) Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.
~23~
-
(c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.
-
(d) All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.
-
B. Translation of foreign operations
-
(a) The operating results and financial position of all the group entities, associates and jointly controlled entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
-
ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
-
iii. All resulting exchange differences are recognised in other comprehensive income.
- (b) Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing exchange rates at the balance sheet date.
(5) Classification of current and non-current items
-
A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
-
(a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;
-
(b) Assets held mainly for trading purposes;
-
(c) Assets that are expected to be realised within twelve months from the balance sheet date;
-
(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.
-
B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
~24~
-
(a) Liabilities that are expected to be settled within the normal operating cycle;
-
(b) Liabilities arising mainly from trading activities;
-
(c) Liabilities that are to be settled within twelve months from the balance sheet date;
-
(d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
(6) Cash equivalents
Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
(7) Financial assets at fair value through profit or loss
-
A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.
-
B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.
-
C. At initial recognition, the Group measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Group subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.
-
D. The Group recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.
(8) Accounts and notes receivable
-
A. Accounts and notes receivable entitle the Group a legal right to receive consideration in exchange for transferred goods or rendered services.
-
B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
~25~
(9) Impairment of financial assets
For financial assets at amortised cost, at each reporting date, the Group recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable that do not contain a significant financing component, the Group recognises the impairment provision for lifetime ECLs.
(10) Derecognition of financial assets
The Group derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.
- (11) Leasing arrangements (lessor) operating leases
Lease income from an operating lease (net of any incentives given to the lessee) is recognised in profit or loss on a straight-line basis over the lease term.
(12) Inventories
The perpetual inventory system is adopted for inventory recognition. The cost is determined using the weighted-average method. The fixed production overheads are allocated based on the normal capacity of the production facilities. Normal capacity is the production expected to be achieved on average over a number of periods, taking into account the planned maintenance. The actual level of production may be used if it approximates normal capacity. Ending inventories are stated at the lower of cost and net realisable value. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the cost of completion and selling expenses.
(13) Investments accounted for using the equity method / associates
- A. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognised at cost.
~26~
-
B. The Group’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
-
C. When changes in an associate’s equity do not arise from profit or loss or other comprehensive income of the associate and such changes do not affect the Group’s ownership percentage of the associate, the Group recognises change in ownership interests in the associate in ‘capital surplus’ in proportion to its ownership.
-
D. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
(14) Property, plant and equipment
-
A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.
-
B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
-
C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.
~27~
- D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
Buildings and structures 5 ~ 60 years Machinery and equipment 2 ~ 30 years Office equipment 2 ~ 20 years Transportation equipment 2 ~ 10 years Others 2 ~ 30 years
(15) Leasing arrangements (lessee) - right-of-use assets/ lease liabilities
-
A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of low-value assets, lease payments are recognised as an expense on a straight-line basis over the lease term.
-
B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of fixed payments, less any lease incentives receivable.
-
The Group subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.
-
C. At the commencement date, the right-of-use asset is stated at cost comprising the amount of the initial measurement of lease liability.
The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.
- D. For lease modifications that decrease the scope of the lease, the lessee shall decrease the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognise the difference between remeasured lease liability in profit or loss.
~28~
(16) Investment property
An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 38 ~ 60 years.
(17) Intangible assets
- A. Computer software
Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 1 to 10 years.
- B. Goodwill
Goodwill arises in a business combination accounted for by applying the acquisition method.
(18) Biological assets
Biological assets are measured at fair value. However, biological assets may be measured at cost less accumulated depreciation if the fair value cannot be obtained from the active market, and the alternative estimation of the fair value is clearly not reliable. They are depreciated over the expected useful life using the straight-line method, which is primarily 5 years. In addition to acquisition cost, feeding costs are capitalised when incurred and are tested annually for impairment. Where there is objective evidence of impairment, an impairment loss is recognised.
(19) Impairment of non-financial assets
-
A. The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognising impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.
-
B. The recoverable amounts of goodwill, intangible assets with an indefinite useful life and intangible assets that have not yet been available for use are evaluated periodically. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment loss of goodwill previously recognised in profit or loss shall not be reversed in the following years.
~29~
- C. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units, or groups of cash-generating units, that is/are expected to benefit from the synergies of the business combination.
(20) Borrowings
-
A. Borrowings comprise long-term and short-term bank borrowings and other long-term and short-term loans. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
-
B. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.
(21) Notes and accounts payable
-
A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.
-
B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(22) Financial liabilities at fair value through profit or loss
-
A. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorised as financial liabilities held for trading unless they are designated as hedges.
-
B. At initial recognition, the Group measures the financial liabilities at fair value. All related transaction costs are recognised in profit or loss. The Group subsequently measures these financial liabilities at fair value with any gain or loss recognised in profit or loss.
(23) Derecognition of financial liabilities
A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.
~30~
(24) Offsetting financial instruments
Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
(25) Non-hedging derivatives
Non-hedging derivatives are initially recognised at fair value on the date a derivative contract is entered into and recorded as financial assets or financial liabilities at fair value through profit or loss. They are subsequently remeasured at fair value and the gains or losses are recognised in profit or loss.
(26) Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date, which is discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to passage of time is recognised as interest expense. Provisions are not recognised for future operating losses.
(27) Employee benefits
A. Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expense in that period when the employees render service.
B. Pensions
(a) Defined contribution plans
For defined contribution plans, the contributions are recognised as pension expense when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.
~31~
(b) Defined benefit plans
-
i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the employment benefit obligations.
-
ii. Remeasurements arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.
-
iii. Past service costs are recognised immediately in profit or loss.
-
C. Termination benefits
Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Group’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Group recognises expense as it can no longer withdraw an offer of termination benefits or it recognises relating restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date shall be discounted to their present value.
-
D. Employees’ compensation and directors’ remuneration
-
Employees’ compensation and directors’ remuneration are recognised as 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.
(28) Income tax
- A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.
~32~
-
B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.
-
C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the balance sheet. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
-
D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.
-
E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.
(29) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.
(30) Dividends
Cash dividends are recorded as liabilities in the Company’s financial statements in the period in which they are resolved by Company’s Board of Directors.
~33~
(31) Revenue recognition
-
A. The Group manufactures and sells food and packaging products. Sales are recognised when control of the products has transferred, being when the products are delivered to the customer. Delivery occurs when the customer has accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied.
-
B. The products are often sold with volume discounts based on aggregate sales over a 12-month period. Revenue from these sales is recognised based on the price specified in the contract, net of the estimated sales discounts and allowances. Accumulated experience is used to estimate and provide for the sales discounts and allowances, using the expected value method, and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. The estimation is subject to an assessment at each reporting date. A refund liability is recognised for expected sales discounts and allowances payable to customers in relation to sales made until the end of the reporting period. No significant financing component is deemed present as the sales are made with a credit term of 15 to 90 days, which is consistent with market practice.
-
C. A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
(32) Government grants
Government grants are recognised at their fair value only when there is reasonable assurance that the Group will comply with any conditions attached to the grants and the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises expenses for the related costs for which the grants are intended to compensate. Government grants related to property, plant and equipment are recognised as non-current liabilities and are amortised to profit or loss over the estimated useful lives of the related assets using the straight-line method.
(33) Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker. The Group’s Chief Operating Decision Mmaker is responsible for allocating resources and assessing performance of the operating segments.
~34~
5. Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty
The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year ; and the related information is addressed below:
(1) Critical judgements in applying the Group’s accounting policies
Based on the Group’s assessment, there is no significant uncertainty in the adoption of the accounting policies.
(2) Critical accounting estimates and assumptions
- A. Revenue recognition
The Group estimates the incentives relating to the sales revenue based on the agreements. Provisions for such liabilities are recorded as a deduction item to sales revenues when the sales are recognised. The Group reassesses the reasonableness of estimates of incentives periodically.
- B. Evaluation of inventories
As inventories are stated at the lower of cost and net realisable value, the Group must determine the net realisable value of inventories on balance sheet date using judgements and estimates. The Group evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation.
As of December 31, 2020, the Group recognised inventories amounting to $1,204,996.
- C. Impairment loss on property, plant and equipment
The Group assesses impairment based on its subjective judgement and determines the separate cash flows of a specific group of assets, useful lives of assets and the future possible income and expenses arising from the assets depending on how assets are utilised and industrial characteristics. Any changes of economic circumstances or estimates due to the change of Group strategy might cause material impairment on assets in the future.
As of December 31, 2020, the Group recognised impairment loss on property, plant and equipment amounting to $9,426,888.
~35~
D. Realisability of deferred tax assets
Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and unused tax losses can be utilised. Assessment of the realisability of deferred tax assets involves critical accounting judgements and estimates of the management, including the assumptions of expected future sales revenue growth rate and profit rate, available tax credits, tax planning, etc. Any variations in global economic environment, industrial environment, and laws and regulations might cause material adjustments to deferred tax assets.
As of December 31, 2020, the Group recognised deferred tax assets amounting to $1,348,994.
6. Details of Significant Accounts
(1) Cash and cash equivalents
| ils of Significant Accounts Cash and cash equivalents |
||
|---|---|---|
| Cash on hand and revolving funds Checking accounts and demand deposits Time deposits |
December 31, 2020 3,045 $ 1,330,831 571,555 1,905,431 $ |
December31,2019 |
| 16,099 $ 1,146,196 1,059,463 |
||
| 2,221,758 $ |
-
A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
-
B. As of December 31, 2020 and 2019, the Group’s cash and cash equivalents amounting to $8,000 and $10,000, respectively, were restricted due to the guarantee deposit paid for the operational use and were reclassified as other non-current assets. Refer to Notes 6(11) and 8 for more details.
(2) Financial assets at fair value through profit or loss
| Financial assets Non-current items: Unlisted stocks Valuation adjustment |
December 31,2020 465,595 $ 432,143) ( 33,452 $ |
December 31,2019 469,499 $ 436,056) ( 33,443 $ |
|---|---|---|
~36~
- A. Amounts recognised in profit or loss in relation to financial assets and liabilities at fair value through profit or loss are listed below:
| Year ended | December 31 | December 31 | December 31 | ||
|---|---|---|---|---|---|
| 2020 | 2019 | ||||
| Financial assets and liabilities mandatorily measured at | |||||
| fair value through profit or loss | |||||
| Unlisted stocks | $ | 9 |
$ | - |
|
| Financial products | - |
18 | |||
| Forward foreign exchange contracts | - | ( | 13) |
||
| $ | 9 | $ | 5 |
-
B. The Group entered into forward foreign exchange contracts to buy USD and sell RMB to hedge exchange rate risk of import and export proceeds. However, these forward foreign exchange contracts are not accounted for under hedge accounting.
-
C. Information relating to credit risk is provided in Note 12(2).
(3) Notes and accounts receivable (including related parties)
| Notes receivable Less: Allowance for uncollectible accounts Accounts receivable Less: Allowance for uncollectible accounts Accounts receivable due from related parties |
December 31, 2020 21,996 $ - 21,996 $ 2,324,245 $ 46,736) ( 2,277,509 $ 213,946 $ |
December 31,2019 26,312 $ 4) ( 26,308 $ 2,428,244 $ 64,777) ( 2,363,467 $ 274,378 $ |
|---|---|---|
-
A. Information relating to ageing analysis and credit risk of accounts receivable and notes receivables (including related parties) is provided in Note 12(2).
-
B. As of December 31, 2020 and 2019, accounts receivable and notes receivable were all from contracts with customers. Also, as of January 1, 2019, the balance of receivables from contracts with customers amounted to $2,937,511.
-
C. The Group has no accounts receivable and notes receivable pledged to others.
~37~
(4) Inventories
| Raw materials and supplies Work in progress Finished goods Merchandise inventory Inventory in transit Raw materials and supplies Work in progress Current finished goods Merchandise inventory Inventory in transit |
Allowance for Cost valuation loss 597,058 $ 16,219) ($ 143,450 2,846) ( 464,281 19,271) ( 38,687 159) ( 15 - 1,243,491 $ 38,495) ($ December 31,2020 Allowance for Cost valuation loss 630,850 $ 15,880) ($ 124,345 3,148) ( 490,617 38,614) ( 78,272 133) ( 465 - 1,324,549 $ 57,775) ($ December 31,2019 |
Book value 580,839 $ 140,604 445,010 38,528 15 1,204,996 $ Book value 614,970 $ 121,197 452,003 78,139 465 1,266,774 $ |
|---|---|---|
A. The above inventories were not pledged as collateral.
B. The cost of inventories recognised as expense for the year:
| Year ended December 31 | Year ended December 31 | Year ended December 31 | ||
|---|---|---|---|---|
| 2020 | 2019 | |||
| Cost of goods sold | $ | 12,936,087 |
$ | 13,801,787 |
| (Gain on reversal of) loss on decline in market value | ( | 19,280) |
1,880 | |
| Loss on scrapping inventory | 195,333 | 220,188 | ||
| Revenue from sales of scraps | ( | 11,018) |
( | 8,604) |
| Loss on excess capacity | 105,486 | 90,682 | ||
| $ | 13,206,608 |
$ | 14,105,933 |
Gain on reversal of decline in market value was because of the sale of inventories previously written down which was charged to cost of goods sold.
~38~
(5) Investments accounted for using the equity method
| December | 31,2020 | December | 31,2019 | |||
|---|---|---|---|---|---|---|
| Shareholding | Shareholding | |||||
| Associates: | Book value | ratio | Book value | ratio | ||
| FU TING FOODS CO., LTD. | $ | 17,686 |
37.50% | $ | 18,306 |
37.50% |
The carrying amount of the Group’s interests in all individually immaterial associates and the Group’s share of the operating results are summarised below:
As of December 31, 2020 and 2019, the carrying amount of the Group’s individually immaterial associates amounted to $17,686 and $18,306, respectively.
| YearendedDecember31 | YearendedDecember31 | YearendedDecember31 | ||
|---|---|---|---|---|
| 2020 | 2019 | |||
| Profit (loss) for the year from continuing operations | ($ | 620) |
$ | 699 |
| Other comprehensive income, net of tax | - | - | ||
| Total comprehensive (loss) income | ($ | 620) | $ | 699 |
(Remainder of page intentionally left blank)
~39~
(6) Property, plant and equipment
| Property, plant and equipment | ||||||||
|---|---|---|---|---|---|---|---|---|
| At January 1 Cost Accumulated depreciation and impairment Opening net book amount as at January 1 Additions Disposals Reclassifications Depreciation expense Reversal of (impairment loss) Net exchange differences Closing net book amount as at December 31 At December 31 Cost Accumulated depreciation and impairment |
2020 | |||||||
| Land 2,800,985 $ 6,910) ( 2,794,075 $ 2,794,075 $ - - - - - - 2,794,075 $ 2,800,985 $ 6,910) ( 2,794,075 $ |
Buildings and structures 3,850,180 $ 1,689,249) ( 2,160,931 $ 2,160,931 $ 3,867 923) ( 2,993 116,992) ( 728 17,166 2,067,770 $ 3,877,962 $ 1,810,192) ( 2,067,770 $ |
Machinery and equipment 6,618,170 $ 4,270,778) ( 2,347,392 $ 2,347,392 $ 58,630 2,638) ( 193,851 453,012) ( 2,431) ( 24,438 2,166,230 $ 6,874,140 $ 4,707,910) ( 2,166,230 $ |
Office equipment 774,422 $ 653,237) ( 121,185 $ 121,185 $ 22,266 122) ( 4,957 43,346) ( - 432 105,372 $ 787,201 $ 681,829) ( 105,372 $ |
Unfinished construction Transportation and equipment equipment under acceptance 410,655 $ 620,443 $ 390,164) ( - 20,491 $ 620,443 $ 20,491 $ 620,443 $ 2,836 319,822 130) ( - 1,202 206,407) ( 10,442) ( - - - 96 9,778 14,053 $ 743,636 $ 404,395 $ 743,636 $ 390,342) ( - 14,053 $ 743,636 $ |
Others 4,566,660 $ 2,850,781) ( 1,715,879 $ 1,715,879 $ 49,645 15,466) ( 50,581 285,517) ( 11,423 9,207 1,535,752 $ 4,625,546 $ 3,089,794) ( 1,535,752 $ |
Total | ||
| 19,641,515 $ 9,861,119) ( |
||||||||
| 9,780,396 $ |
||||||||
| 9,780,396 $ 457,066 19,279) ( 47,177 909,309) ( 9,720 61,117 |
||||||||
| 9,426,888 $ |
||||||||
| 20,113,865 $ 10,686,977) ( |
||||||||
9,426,888 $ |
~40~
2019
| At January 1 Cost Accumulated depreciation and impairment Opening net book amount as at January 1 Additions Disposals Reclassifications Depreciation expense Reversal of (impairment loss) Net exchange differences Closing net book amount as at December 31 At December 31 Cost Accumulated depreciation and impairment |
Land 2,793,788 $ 6,910) ( 2,786,878 $ 2,786,878 $ - - 7,197 - - - 2,794,075 $ 2,800,985 $ 6,910) ( 2,794,075 $ |
Buildings and structures 3,963,415 $ 1,656,132) ( 2,307,283 $ 2,307,283 $ 6,298 48,878) ( 15,181 121,690) ( 51,211 48,474) ( 2,160,931 $ 3,850,180 $ 1,689,249) ( 2,160,931 $ |
Machinery and equipment 6,327,388 $ 4,046,979) ( 2,280,409 $ 2,280,409 $ 94,839 11,810) ( 463,129 422,344) ( 3,856 60,687) ( 2,347,392 $ 6,618,170 $ 4,270,778) ( 2,347,392 $ |
Office equipment 752,212 $ 640,461) ( 111,751 $ 111,751 $ 43,614 418) ( 9,006 41,466) ( 97 1,399) ( 121,185 $ 774,422 $ 653,237) ( 121,185 $ |
Transportation equipment 427,129 $ 390,113) ( 37,016 $ 37,016 $ 2,385 2,486) ( 1,047 17,051) ( - 420) ( 20,491 $ 410,655 $ 390,164) ( 20,491 $ |
Unfinished construction and equipment under acceptance 454,375 $ - 454,375 $ 454,375 $ 634,840 - 452,322) ( - - 16,450) ( 620,443 $ 620,443 $ - 620,443 $ |
Others 4,627,750 $ 2,670,888) ( 1,956,862 $ 1,956,862 $ 197,341 1,707) ( 132,765) ( 271,464) ( 703 33,091) ( 1,715,879 $ 4,566,660 $ 2,850,781) ( 1,715,879 $ |
Total |
|---|---|---|---|---|---|---|---|---|
| 19,346,057 $ 9,411,483) ( |
||||||||
| 9,934,574 $ |
||||||||
| 9,934,574 $ 979,317 65,299) ( 89,527) ( 874,015) ( 55,867 160,521) ( |
||||||||
| 9,780,396 $ |
||||||||
| 19,641,515 $ 9,861,119) ( |
||||||||
| 9,780,396 $ |
A. The Group’s property, plant and equipment are for its own use.
-
B. Information about the property, plant and equipment that were pledged to others as collateral is provided in Note 8.
-
C. The above land items include $63,860 of farmland both as of December 31, 2020 and 2019. The title to the farmland will be transferred to the Company following the change of land category. However, the land was pledged as collateral in the amount of $86,300 to the Company in order to safeguard the interests of the Company.
-
D. The amounts of interest capitalised, which were calculated based on monthly average interest rates, for the years ended December 31, 2020 and 2019 were $223 and $428, respectively.
-
E. Information about the (gain on reversal of) impairment loss on property, plant and equipment is provided in Note 6(12).
~41~
(7) Leasing arrangements - lessee
-
A. The Group leases various assets including land, offices, warehouses, machinery and equipment and business vehicles. Rental contracts are typically made for periods of 1 to 50 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets cannot be subleased, lent, sold or granted in any different form to third parties without the consent of the lessor.
-
B. The carrying amount of right-of-use assets and the depreciation expense are as follows:
| Land Buildings and structures Machinery and equipment Transportation equipment Land Buildings and structures Machinery and equipment Transportation equipment |
December31,2020 December31,2019 Carrying amount Carrying amount 377,797 $ 381,494 $ 240,530 273,708 7,773 2,399 3,164 5,039 629,264 $ 662,640 $ YearendedDecember31 |
December31,2019 |
|---|---|---|
| Carrying amount | ||
| 381,494 $ 273,708 2,399 5,039 |
||
| 662,640 $ |
||
| 2020 Depreciationexpense 9,512 $ 149,843 4,294 1,874 165,523 $ |
2019 | |
| Depreciationexpense | ||
| 9,951 $ 133,888 2,002 994 |
||
| 146,835 $ |
-
C. For the years ended December 31, 2020 and 2019, the additions to right-of-use assets were $137,600 and $296,774, respectively.
-
D. Information on profit or loss in relation to lease contracts is as follows:
| Information on profit or loss in relation to lease contracts is | as follows: | as follows: |
|---|---|---|
| Items affecting profit or loss Interest expense on lease liabilities Expense on short-term lease contracts Gain on lease modification |
Year ended December 31 | |
| 2020 10,664 $ 29,478 $ 149 $ |
2019 | |
| 13,764 $ |
||
| 33,011 $ |
||
| - $ |
- E. Apart from the cash outflow for the interest expense on lease liabilities and expenses on short-term lease contracts as aforementioned in Note 6(7)D, the cash outflow resulting from payments of the principal portion of the lease liability amounted to $149,891 and $155,269 for the years ended December 31, 2020 and 2019, respectively.
~42~
(8) Investment property, net
| Investment property, net | ||||||
|---|---|---|---|---|---|---|
| 2020 | ||||||
| Buildings and | ||||||
| Land | structures | Total | ||||
| At January 1 | ||||||
| Cost | $ | 105,892 |
$ | 95,733 |
$ | 201,625 |
| Accumulated depreciation | - | ( | 49,992) |
( | 49,992) |
|
| Accumulated impairment | ( | 8,013) | ( | 9,887) | ( | 17,900) |
| $ | 97,879 | $ | 35,854 | $ | 133,733 |
|
| Opening net book amount as at | ||||||
| January 1 | $ | 97,879 |
$ | 35,854 |
$ | 133,733 |
| Depreciation expense | - | ( | 1,932) | ( | 1,932) |
|
| Closing net book amount as at | ||||||
| December 31 | $ | 97,879 |
$ | 33,922 |
$ | 131,801 |
| At December 31 | ||||||
| Cost | $ | 105,892 |
$ | 95,733 |
$ | 201,625 |
| Accumulated depreciation | - | ( | 51,924) |
( | 51,924) |
|
| Accumulated impairment | ( | 8,013) | ( | 9,887) | ( | 17,900) |
| $ | 97,879 |
$ | 33,922 |
$ | 131,801 |
|
| 2019 | ||||||
| Buildings and | ||||||
| Land | structures | Total | ||||
| At January 1 | ||||||
| Cost | $ | 113,089 |
$ | 121,729 |
$ | 234,818 |
| Accumulated depreciation | - | ( | 62,969) |
( | 62,969) |
|
| Accumulated impairment | ( | 8,013) | ( | 9,887) | ( | 17,900) |
| $ | 105,076 | $ | 48,873 | $ | 153,949 | |
| Opening net book amount as at | ||||||
| January 1 | $ | 105,076 |
$ | 48,873 |
$ | 153,949 |
| Reclassifications | ( | 7,197) |
( | 10,974) |
( | 18,171) |
| Depreciation expense | - | ( | 2,045) | ( | 2,045) | |
| Closing net book amount as at | ||||||
| December 31 | $ | 97,879 | $ | 35,854 | $ | 133,733 |
| At December 31 | ||||||
| Cost | $ | 105,892 |
$ | 95,733 |
$ | 201,625 |
| Accumulated depreciation | - | ( | 49,992) |
( | 49,992) |
|
| Accumulated impairment | ( | 8,013) | ( | 9,887) | ( | 17,900) |
| $ | 97,879 | $ | 35,854 | $ | 133,733 |
~43~
- A. Rental income from investment property and direct operating expenses arising from investment property are shown below:
| Rental income from investment property Direct operating expenses arising from the investment property that generated rental income during the year |
2020 2019 15,606 $ 15,952 $ 1,932 $ 2,045 $ Year ended December 31 |
|---|---|
-
B. The fair value of the investment property held by the Group as at December 31, 2020 and 2019 was $757,568 and $922,816, respectively, which was valued based on the transaction prices of similar property in the neighbouring areas. Valuations are categorised within Level 2 in the fair value hierarchy.
-
C. Information about the investment property that was pledged to others as collateral is provided in Note 8.
(9) Intangible assets
| Intangible assets | ||||||
|---|---|---|---|---|---|---|
| 2020 | ||||||
| Computer | ||||||
| software | Goodwill | Total | ||||
| At January 1 | ||||||
| Cost | $ | 143,908 |
$ | 53,781 |
$ | 197,689 |
| Accumulated amortisation and | ||||||
| impairment | ( | 48,095) | - | ( | 48,095) | |
| $ | 95,813 | $ | 53,781 | $ | 149,594 | |
| Opening net book amount as at | ||||||
| January 1 | $ | 95,813 |
$ | 53,781 |
$ | 149,594 |
| Additions - acquired separately | 47,990 | - | 47,990 | |||
| Amortisation expense | ( | 21,123) |
- | ( | 21,123) |
|
| Net exchange differences | 1,141 | ( | 2,691) | ( | 1,550) | |
| Closing net book amount as at | ||||||
| December 31 | $ | 123,821 | $ | 51,090 | $ | 174,911 |
| At December 31 | ||||||
| Cost | $ | 194,237 |
$ | 51,090 |
$ | 245,327 |
| Accumulated amortisation and | ||||||
| impairment | ( | 70,416) | - | ( | 70,416) | |
| $ | 123,821 | $ | 51,090 | $ | 174,911 |
~44~
| 2019 | ||||||
|---|---|---|---|---|---|---|
| Computer | ||||||
| software | Goodwill | Total | ||||
| At January 1 | ||||||
| Cost | $ | 131,378 |
$ | 55,100 |
$ | 186,478 |
| Accumulated amortisation and | ||||||
| impairment | ( | 48,162) | - | ( | 48,162) |
|
| $ | 83,216 | $ | 55,100 | $ | 138,316 |
|
| Opening net book amount as at | ||||||
| January 1 | $ | 83,216 |
$ | 55,100 |
$ | 138,316 |
| Additions - acquired separately | 34,788 | - | 34,788 | |||
| Amortisation expense | ( | 19,469) |
- | ( | 19,469) |
|
| Net exchange differences | ( | 2,722) | ( | 1,319) | ( | 4,041) |
| Closing net book amount as at | ||||||
| December 31 | $ | 95,813 | $ | 53,781 | $ | 149,594 |
| At December 31 | ||||||
| Cost | $ | 143,908 |
$ | 53,781 |
$ | 197,689 |
| Accumulated amortisation and | ||||||
| impairment | ( | 48,095) | - |
( | 48,095) | |
| $ | 95,813 |
$ | 53,781 | $ | 149,594 |
A. Details of amortisation on intangible assets are as follows:
| Year ended | December 31 | December 31 | |
|---|---|---|---|
| 2020 | 2019 | ||
| General and administrative expenses | 21,123 $ |
$ | 19,469 |
B. Goodwill is allocated as follows to the food segment and the value in use is used as recoverable amount:
| amount: | ||
|---|---|---|
| Goodwill Accumulated impairment |
December 31,2020 51,090 $ - 51,090 $ |
December 31,2019 |
| 53,781 $ - |
||
| 53,781 $ |
The excess of the consideration transferred over the fair value of the identifiable assets acquired and the liabilities assumed was recorded as goodwill at the acquisition date.
~45~
(10) Non-current biological assets
| Non-current biological assets | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | ||||||||
| Immature | ||||||||
| Biological assets | biological assets | Total | ||||||
| At January 1 | ||||||||
| Cost | $ | 44,123 |
$ | 72,304 |
$ | 116,427 |
||
| Accumulated depreciation | ( | 11,908) | - | ( | 11,908) |
|||
| $ | 32,215 | $ | 72,304 | $ | 104,519 |
|||
| Opening net book amount as at | ||||||||
| January 1 | $ | 32,215 |
$ | 72,304 |
$ | 104,519 |
||
| Additions | - | 67,156 | 67,156 |
|||||
| Disposals | ( | 26,506) |
( | 16,234) |
( | 42,740) |
||
| Reclassifications | 49,385 | ( | 49,385) |
- | ||||
| Depreciation expense | ( | 7,191) | - | ( | 7,191) | |||
| Closing net book amount as at | ||||||||
| December 31 | $ | 47,903 | $ | 73,841 |
$ | 121,744 | ||
| At December 31 | ||||||||
| Cost | $ | 58,517 |
$ | 73,841 |
$ | 132,358 |
||
| Accumulated depreciation | ( | 10,614) | - | ( | 10,614) | |||
| $ | 47,903 | $ | 73,841 | $ | 121,744 |
|||
| 2019 | ||||||||
| Immature | ||||||||
| Biological assets | biological assets | Total | ||||||
| At January 1 | ||||||||
| Cost | $ | 121,388 |
$ | 72,474 |
$ | 193,862 |
||
| Accumulated depreciation | ( | 34,896) | - | ( | 34,896) | |||
| $ | 86,492 | $ | 72,474 | $ | 158,966 | |||
| Opening net book amount as at | ||||||||
| January 1 | $ | 86,492 |
$ | 72,474 |
$ | 158,966 |
||
| Additions | 5,760 | 66,700 | 72,460 | |||||
| Disposals | ( | 95,551) |
( | 14,000) |
( | 109,551) |
||
| Reclassifications | 52,870 | ( | 52,870) |
- | ||||
| Depreciation expense | ( | 17,356) | - | ( | 17,356) | |||
| Closing net book amount as at | ||||||||
| December 31 | $ | 32,215 | $ | 72,304 | $ | 104,519 | ||
| At December 31 | ||||||||
| Cost | $ | 44,123 |
$ | 72,304 |
$ | 116,427 |
||
| Accumulated depreciation | ( | 11,908) | - | ( | 11,908) | |||
| $ | 32,215 | $ | 72,304 | $ | 104,519 |
~46~
(11) Other non-current assets
| Long-term notes and accounts receivable Guarantee deposits paid Prepayments for business facilities Restricted bank deposits Others |
December 31,2020 156,516 $ 49,740 57,119 8,000 50 271,425 $ |
December 31,2019 156,516 $ 52,672 50,157 10,000 1,085 270,430 $ |
|---|---|---|
(12) Impairment of non-financial assets
The Group takes into consideration the utilisation of assets to assess at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. The recoverable amounts are estimated based on value in use of those assets. Information on impairment loss recognised or reversed based on the value in use of aforementioned assets for the Group’s food segment is as follows:
| Group’s food segment is as follows: | |||
|---|---|---|---|
| (Impairment loss)/gain on reversal of impairment loss-buildings and structures (Impairment loss)/gain on reversal of impairment loss-machinery and equipment (Impairment loss)/gain on reversal of impairment loss-office equipment (Impairment loss)/gain on reversal of impairment loss-others |
Year ended December 31 | ||
| Recognised in other Recognised in comprehensive profit or loss income 728 $ - $ 2,431) ( - - - 11,423 - 9,720 $ - $ 2020 |
Recognised in other Recognised in comprehensive profit or loss income 51,211 $ - $ 3,856 - 97 - 703 - 55,867 $ - $ 2019 |
||
| Recognised in profit or loss 728 $ 2,431) ( - 11,423 9,720 $ |
|||
| - $ - - - |
|||
| - $ |
(13) Short-term borrowings
| Short-term borrowings | |||
|---|---|---|---|
| Short-term borrowings Secured borrowings Unsecured borrowings Material purchase borrowings Other borrowings |
December 31,2020 663,000 $ 984,882 35,227 87,320 1,770,429 $ |
Interest rate range 1.15%~1.30% 1.05%~5.00% 1.37%~1.64% 4.67% |
Collateral |
| Note 8 None None None |
~47~
| Bank borrowings Secured borrowings Unsecured borrowings Material purchase borrowings Other borrowings |
December 31,2019 924,000 $ 1,814,456 291,889 128,884 3,159,229 $ |
Interest rate range 1.30%~1.45% 1.45%~5.04% 1.70%~3.38% 4.67% |
Collateral Note 8 None None None |
|---|---|---|---|
-
A. Other borrowings are the loans granted by the financial institutions in Mainland China to the Group’s subsidiaries in Mainland China for the working capital needs.
-
B. Information on the interest expense recognised in profit or loss is provided in Note 6(27).
(14) Short-term notes and bills payable
| Short-term notes and bills payable | ||
|---|---|---|
| Amount Short-term notes and bills payable (Note) 350,000 $ Less: Unamortised discount 61) ( 349,939 $ December Amount Short-term notes and bills payable (Note) 40,000 $ December Note: Information on the pledged assets is provided in Note 8. |
December | 31,2020 |
| Interest raterange |
||
| 1.08%~1.20% 31,2019 |
||
| Interest rate range |
||
| 1.32% |
(15) Other payables
| Other payables | ||
|---|---|---|
| Sales commission payable Salary, wages and bonus payable Freight payable Business tax payable Advertisement expense payable Machinery and equipment payable Others |
December31,2020 763,854 $ 408,744 283,518 129,512 105,130 80,245 305,041 2,076,044 $ |
December31,2019 |
| 682,592 $ 408,185 290,897 38,608 171,592 116,288 290,516 |
||
| 1,998,678 $ |
~48~
- (16) Long term borrowings
| Long-term borrowings | ||||
|---|---|---|---|---|
| December31,2020 | December31,2019 | |||
| Unsecured borrowings | $ | 416,754 |
$ | 446,949 |
| Secured borrowings | 3,252,000 | 2,850,000 | ||
| 3,668,754 |
3,296,949 | |||
| Less: Current portion (shown as other current | ||||
| liabilities) | ( | 119,222) | ( | 166,869) |
| $ | 3,549,532 | $ | 3,130,080 | |
| Interest rate range | 1.19%~4.70% | 1.34%~5.04% |
-
A. As of December 31, 2020, the Group has entered into the following loan facility agreements:
-
(a) A $1.7 billion loan facility agreement with United Overseas Bank that can be redrawn between May 9, 2020 and April 30, 2022.
-
(b) A $700 million loan facility agreement with Far Eastern International Bank that can be redrawn between September 9, 2020 and September 22, 2023.
-
(c) A $985 million loan facility agreement with Sunny Bank. Of the said loan facility, $550 million was drawn once on December 30, 2019, the principal was repaid monthly and was setteld on December 30, 2022. In addition, $435 million was drawn once on December 31, 2020. The principal was repaid monthly and was settled on December 31, 2023.
-
(d) A $120 million loan facility agreement with China Bills Finance Corporation that can be redrawn between June 18, 2020 and June 17, 2022.
-
(e) A RMB 200 million loan facility agreement with China Merchants Bank that can be redrawn between May 30, 2019 and May 30, 2024.
The above agreements entered into with United Overseas Bank and Far Eastern International Bank contain default clauses. The banks have the right to terminate the facility, cancel the undrawn facility or require the Company to make immediate repayment of the principal amount of loan facility withdrawn and outstanding and the relevant expenses if any events of default occur.
The events of default mainly include: Breach of commitments (including financial covenants) and restrictions or special agreements, etc.
As of December 31, 2020, the Group has no event of default.
-
B. Information on the pledged assets is provided in Note 8.
-
C. Information on the interest expense recognised in profit or loss is provided in Note 6(27).
~49~
(17) Other non-current liabilities
| Other non-current liabilities | ||
|---|---|---|
| Accrued pension liabilities Long-term deferred revenue Guarantee deposits received Others |
December 31,2020 281,649 $ 176,902 67,674 2,216 528,441 $ |
December 31,2019 |
| 343,180 $ 168,174 79,448 - |
||
| 590,802 $ |
(18) Pensions
-
A. Defined benefit pension plans
-
(a) The Company and its domestic subsidiaries have a defined benefit pension plan in accordance with the Labor Standards Act, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company and its domestic subsidiaries contribute monthly an amount equal to 2% ~ 15% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company and its domestic subsidiaries would assess the balance in the aforementioned labor pension reserve account by the end of December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company and its domestic subsidiaries will make contributions for the deficit by next March.
-
(b) The amounts recognised in the balance sheet are as follows:
| December31,2020 | December31,2020 | December31,2019 | December31,2019 | |
|---|---|---|---|---|
| Present value of defined benefit obligations | ($ | 1,060,974) |
($ | 1,100,358) |
| Fair value of plan assets | 779,325 | 757,178 | ||
| Net defined benefit liability | ($ | 281,649) | ($ | 343,180) |
~50~
(c) Movements in net defined benefit liabilities are as follows:
| Present value of | Present value of | |||||||
|---|---|---|---|---|---|---|---|---|
| defined benefit | Fair value of | Net defined | ||||||
| obligations | Plan assets | benefit liability | ||||||
| 2020 | ||||||||
| Balance at January 1 | ($ | 1,100,358) |
$ | 757,178 |
($ | 343,180) |
||
| Current service cost | ( | 5,182) |
- |
( | 5,182) |
|||
| Interest (expense) income | ( | 8,431) |
5,996 |
( | 2,435) |
|||
| ( | 1,113,971) |
763,174 |
( | 350,797) |
||||
| Remeasurements: | ||||||||
| Return on plan assets (excluding amounts | ||||||||
| included in interest income or expense) | - | 25,003 | 25,003 | |||||
| Change in financial assumptions | ( | 28,288) |
- | ( | 28,288) |
|||
| Experience adjustments | 4,754 | - | 4,754 | |||||
| ( | 23,534) |
25,003 |
1,469 | |||||
| Pension fund contribution | - |
67,679 | 67,679 | |||||
| Paid pension | 76,531 | ( | 76,531) |
- | ||||
| Balance at December 31 | ($ | 1,060,974) |
$ | 779,325 |
($ | 281,649) |
||
| Present value of | ||||||||
| defined benefit | Fair value of | Net defined | ||||||
| obligations | Plan assets | benefit liability | ||||||
| 2019 | ||||||||
| Balance at January 1 | ($ | 1,130,009) |
$ | 753,261 |
($ | 376,748) |
||
| Current service cost | ( | 7,907) |
- | ( | 7,907) |
|||
| Interest (expense) income | ( | 13,271) |
9,115 | ( | 4,156) |
|||
| ( | 1,151,187) | 762,376 | ( | 388,811) | ||||
| Remeasurements: | ||||||||
| Return on plan assets (excluding amounts | ||||||||
| included in interest income or expense) | - | 25,048 | 25,048 | |||||
| Change in demographic assumptions | 4,994 | - | 4,994 | |||||
| Change in financial assumptions | ( | 32,251) |
- |
( | 32,251) |
|||
| Experience adjustments | ( | 35,315) |
- | ( | 35,315) |
|||
| ( | 62,572) |
25,048 | ( | 37,524) |
||||
| Pension fund contribution | - | 83,155 | 83,155 | |||||
| Paid pension | 113,401 | ( | 113,401) | - | ||||
| Balance at December 31 | ($ | 1,100,358) | $ | 757,178 | ($ | 343,180) |
(d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s and domestic subsidiaries’ defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitisation products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts
~51~
accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorised by the Regulator. The Company and domestic subsidiaries have no right to participate in managing and operating that fund and hence the Company and domestic subsidiaries are unable to disclose the classification of plan assets fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2020 and 2019 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.
- (e) The principal actuarial assumptions used were as follows:
| Discount rate Future salary increases |
Year ended December 31 |
|---|---|
| 2020 2019 0.30%~0.40% 0.70%~0.80% 1.00%~2.50% 1.00%~2.50% |
Future mortality rate was estimated based on the 5th Taiwan Standard Ordinary Experience Mortality Table.
Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:
| Discount rate | Discount rate | Future salaryincreases | Future salaryincreases | Future salaryincreases | ||||
|---|---|---|---|---|---|---|---|---|
| Increase0.5% | Decrease0.5% | Increase0.5% | Decrease0.5% | |||||
| December 31, 2020 | ||||||||
| Effect on present value of | ||||||||
| defined benefit obligation | ($ | 34,776) | $ | 36,891 |
$ | 36,551 | ($ | 34,809) |
| December 31, 2019 | ||||||||
| Effect on present value of | ||||||||
| defined benefit obligation | $ | 37,040 |
($ | 39,350) | ($ | 39,165) | $ | 37,235 |
The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.
-
(f) Expected contributions to the defined benefit pension plans of the Group for the following year amount to $69,865.
-
(g) As of December 31, 2020, the Group’s weighted average duration of the retirement plan is
| 6.7 ~ 10 years. The analysis of timing of the future pension payment was as | 6.7 ~ 10 years. The analysis of timing of the future pension payment was as | follows: |
|---|---|---|
| Within 1 year | $ | 142,823 |
| 1-2 year(s) | 85,143 | |
| 2-5 years | 280,269 | |
| 5-10 years | 342,813 | |
| $ | 851,048 |
~52~
-
B. Defined contribution pension plans
-
(a) Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domestic subsidiaries contribute monthly an amount no lower than 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The pension costs under defined contribution pension plans of the Company and its domestic subsidiaries for the years ended December 31, 2020 and 2019, were $44,630 and $41,919, respectively.
-
(b) The Group’s mainland China subsidiaries, HANGZHOU CONCOURSE TRADING CO., LTD., Hangzhou Weichuan Biotechnology Foods Co., Ltd., HANGZHOU WEI-CHUAN FOOD CO., LTD., SUZHOU WEI-CHUAN FOODS CO., LTD. and LANGFANG WEI-CHUAN FOODS CO., LTD., have a defined contribution plan. Monthly contributions to an independent fund administered by the government in accordance with the pension regulations in the People’s Republic of China (PRC) are based on certain percentage of employees’ monthly salaries and wages. Other than the monthly contributions, the Group has no further obligations. In January 2020, because of the effect from COVID-19 outbreak in China, the China government reduce the provision rate of pension insurance starting from February 2020 to December 2020. The pension costs recognised for the years ended December 31, 2020 and 2019 were $94,864 and $103,110, respectively.
(19) Share capital
- As of December 31, 2020, the Company’s authorised capital was $8,000,000 and the paid-in capital was $5,060,629 with a par value of $10 (in dollars) per share. All the shares issued by the company are ordinary shares. The number of shares issued and outstanding was 506,063 thousand shares. All proceeds from shares issued have been collected.
(20) Capital surplus
- A. Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paid-in capital each year. However, capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
~53~
- B. The dividends unclaimed by shareholders for over 5 years shall be recognised as capital surplus in accordance with Order No. Jing-Shang-10602420200 issued in September 2017 by the Ministry of Economic Affairs, R.O.C.
(21) Retained earnings
-
A. According to the Articles of Incorporation of the Company, the appropriation of the earnings was as follows:
-
(a)Under the Company’s Articles of Incorporation which was amended and resolved by the shareholders on June 27, 2019, every year’s earnings, if any, shall first be used to pay business income tax and offset prior years’ deficits and then 10% of the remaining amount shall be set aside as legal reserve, and setting aside or reversal for special reserve in accordance with related laws, if any, the Board of Directors should propose the distribution or to retain the remaining earnings along with prior accumulated undistributed earnings for the approval of the shareholders. The dividends shall be distributed in proportion to the number of shares held by each shareholder accordingly, and the dividends to shareholders every year shall account for at least 50% of net profit of the year. However, dividends are not distributed if the net profit of the year is lower than 5% of paid-in capital. Dividends can be distributed to shareholders in the forms of cash or stocks, provided the cash dividends shall not be less than 50% of the total dividends distributed. The Company may, by a resolution adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors, have the earnings in whole or in part distributed in the form of cash; and in addition thereto a report of such distribution shall be submitted to the shareholders at the shareholders’ meeting.
-
(b)Under the Company’s Articles of Incorporation which was amended and resolved by the shareholders on June 27, 2019, every year’s earnings, if any, shall first be used to pay business income tax and offset prior years’ deficits and then 10% of the remaining amount shall be set aside as legal reserve, and setting aside or reversal for special reserve in accordance with related laws, the remaining shall be appropriated as dividends which was set at annual rate of 6%, however, the dividends shall not be paid with the capital. If any, earnings can be distributed with accumulated retained earnings of last year as special reserve or to be retained after being resolved by the shareholders, and the remaining can be distributed according to the proportion of each shareholder. Shareholders’ dividends and bonus can be distributed in cash or stocks. However, the ratio of cash dividend shall not be less than 20%.
~54~
-
B. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.
-
C. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
-
D. The appropriation of earnings by the Company
-
(a) The appropriation of 2018 earnings approved by the shareholders of the Company on June 27, 2019 is as follows:
| 27, 2019 is as follows: | ||
|---|---|---|
| Legal reserve Cash dividends |
Year ended December31,2018 | |
| Amount 75,863 $ 404,850 $ |
Earnings per share(in dollars) 0.80 |
- (b) The appropriation of 2019 earnings approved by the shareholders of the Company on June 23, 2020 is as follows:
| 23, 2020 is as follows: | ||
|---|---|---|
| Legal reserve Special reserve Cash dividends |
Year ended December 31, 2019 | |
| Amount 131,245 $ 302,706 $ 675,037 $ |
Earnings per share(in dollars) |
|
| 1.3339 |
- (c) The appropriation of 2020 earnings proposed by the Board of Directors on March 29, 2021 but not yet resolved by the shareholders of the Company is as follows
| Year ended December 31,2020 | Year ended December 31,2020 | ||
|---|---|---|---|
| Earnings per | |||
| Amount | share(in dollars) | ||
| Legal reserve | $ | 53,666 |
|
| Reversal of special reserve | ($ | 50,205) | |
| Cash dividends | $ | 268,213 |
0.53 |
~55~
(22) Other equity items
| Other equity items | ||||
|---|---|---|---|---|
| Year ended December31 | ||||
| 2020 | 2019 | |||
| At January 1 | ($ | 302,706) |
($ | 138,768) |
| Currency translation | 50,205 |
( | 163,938) |
|
| At December 31 | ($ | 252,501) |
($ | 302,706) |
(23) Operating revenue
A. Disaggregation of revenue from contracts with customers
The Group derives revenue from the transfer of goods at a point in time in the following major segments:
| segments: | ||
|---|---|---|
| Food segment Packaging segment Others |
Year ended December 31 | |
| 2020 Revenue from contracts withcustomers 17,802,265 $ 532,409 316,197 18,650,871 $ |
2019 Revenue from contracts withcustomers |
|
| 19,422,917 $ 515,688 289,514 |
||
| 20,228,119 $ |
B. Contract liabilities
(a) The Group has recognised the revenue-related contract liabilities as a result of advance sales receipts for the sale of goods, which were recorded as current contract liabilities in the amounts of $90,909, $70,944 and $44,028 as of December 31, 2020 and 2019, and January 1, 2019, respectively.
(b) Revenue recognised for the years ended December 31, 2020 and 2019 that was included in the contract liability balance at the beginning of the period amounted to $67,961 and $41,472, respectively.
(24) Interest income
| Interest income | ||
|---|---|---|
| Interest income from bank deposits | 2020 2019 22,816 $ 44,720 $ YearendedDecember31 |
|
| 2019 44,720 $ |
~56~
(25) Other income
| Other income | ||||
|---|---|---|---|---|
| Year ended | December 31 | |||
| 2020 | 2019 | |||
| Rent income | $ | 42,562 |
$ | 43,886 |
| Royalty income | 55,913 | 44,478 | ||
| Government grant income (Note) | 139,057 | 91,447 | ||
| Others | 36,974 |
48,375 |
||
| $ | 274,506 |
$ | 228,186 |
Note: This pertains to the recognition of government subsidies during the year related to enterprise development and investments of property, plant and equipment.
(26) Other gains and losses
| Other gains and losses | ||||||
|---|---|---|---|---|---|---|
| Year ended December 31 | ||||||
| 2020 | 2019 | |||||
| Net gains on financial assets or liabilities at fair | ||||||
| value through profit or loss | $ | 9 |
$ | 5 |
||
| Losses on disposal of property, plant and | ||||||
| equipment and biological assets | ( | 36,969) |
( | 93,895) |
||
| Proceeds from disposal of non-current assets classified | ||||||
| as held for sale (Note) | - | 1,269,341 | ||||
| Losses on sales of non-finished goods | ( | 114,820) |
( | 57,303) |
||
| Reversal of impairment loss on | ||||||
| property, plant and equipment | 9,720 | 55,867 | ||||
| Net foreign exchange (losses) gains | 4,787 | ( | 30,639) |
|||
| Reversal of impairment loss on other receivables | 27,367 | 53,296 | ||||
| Others | ( | 88,737) |
( | 93,207) |
||
| ($ | 198,643) |
$ | 1,103,465 |
Note: The Group entered into an agreement with SANLIH CINEMAS CO., LTD. to sell its assets, such as land, above-ground buildings and their auxiliary equipment, in the Pushin Ranch for a consideration of $2,663,000 following the approval of the Board of Directors on November 12, 2018. During the fourth quarter of 2018, the Group classified the aforementioned assets to ‘non-current asset held for sale’ and the related deferred tax liabilities to ‘liabilities directly relating to non-current assets held for sale’. On January 7, 2019, the Group completed the transfer of title to the aforementioned assets and recognised gain on disposal of non-current assets held for sale.
~57~
(27) Finance costs
| Finance costs | ||||
|---|---|---|---|---|
| Year ended | December 31 | |||
| 2020 | 2019 | |||
| Interest expense on bank borrowings | $ | 139,560 |
$ | 178,315 |
| Interest expense on lease liabilities | 10,664 | 13,764 | ||
| $ | 150,224 | $ | 192,079 |
(28) Expenses by nature
| Expenses by nature | ||
|---|---|---|
| Employee benefit expense Depreciation expense (Note) Amortisation expense on intangible assets |
2020 2019 2,640,410 $ 2,514,673 $ 1,082,023 $ 1,038,206 $ 21,123 $ 19,469 $ Year ended December31 |
|
| 2,514,673 $ |
||
| 1,038,206 $ 19,469 $ |
Note: Including property, plant and equipment, right-of-use assets and depreciation expense of biological assets. Additionally, for the years ended December 31, 2020 and 2019, the amounts of depreciation expense on investment property that were recorded under other gains and losses were $1,932 and $2,045, respectively.
(29) Employee benefit expense
| Employee benefit expense | ||
|---|---|---|
| Wages and salaries Labour and health insurance fees Pension costs (Note 1) Directors’ remuneration Other personnel expenses (Note 2) |
Year ended December 31 | |
| 2020 2,232,075 $ 112,133 147,111 23,917 125,174 2,640,410 $ |
2019 | |
| 2,032,414 $ 108,426 156,942 23,141 193,750 |
||
| 2,514,673 $ |
Note 1: It included $0 and $150 of pension costs, recorded under non-operating expenses, arising
from personnel transfer during the years ended December 31, 2020 and 2019, respectively.
- Note 2: It included meal expenses, employee benefits/welfare, education training and work uniforms, etc.
~58~
-
A. In accordance with the Articles of Incorporation of the Company, distributable profit of the current year, shall be distributed as employees’ compensation and directors’ remuneration in the form of cash. The ratio shall not be lower than 1% for employees’ compensation and shall not be higher than 5% for directors’ remuneration. The employees include the employees of the Company’s subsidiaries who meet certain specific requirements. If the Company incurs accumulated deficit, earnings should be reserved to cover losses prior to the appropriation of profit as employees’ compensation and directors’ remuneration according to the aforementioned ratios.
-
B. The employees’ compensation and directors’ remuneration are accrued based on the ratio of pre-tax profit of the year before deducting any employees’ compensation and directors’ remuneration. The accrued amounts are as follows:
| remuneration. The accrued amounts are as follows: | ||
|---|---|---|
| Employees’ compensation Directors’ remuneration |
Year ended December 31 | |
| 2020 6,510 $ 6,300 $ |
2019 | |
| 22,005 $ |
||
| 6,812 $ |
The aforementioned employees’ compensation and directors’ remuneration were recorded under wages and salaries and directors’ remuneration.
Employees’ compensation and directors’ remuneration for 2019 as resolved by the Board of Directors of the Company were in agreement with those amounts recognised in the 2019 parent company only financial statements. As the actual distributed amount of employees’ compensation for 2019 was $21,097, the difference of $908 between the amounts resolved at the Board meeting and the actual distributed amount had been adjusted in the profit or loss of 2020. There was no difference between the amount resolved at the Board meeting and the actual distributed amount of directors’ remuneration.
Information about employees’ compensation and directors’ remuneration of the Company as resolved at the meeting of Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
~59~
(30) Income tax
A. Income tax expense
(a) Components of income tax expense:
| ome tax expense Components of income tax expense: |
||||||
|---|---|---|---|---|---|---|
| YearendedDecember31 | ||||||
| 2020 | 2019 | |||||
| Current tax on profits for the year | $ | 117,930 |
$ | 217,644 |
||
| Land value increment tax for the year | - | 471,152 | ||||
| Prior year income tax overestimation | ( | 25,525) |
( | 7,953) |
||
| Tax on undistributed surplus earnings | 9,880 | 8,596 | ||||
| Offshore income tax expense | 2,757 | 3,787 | ||||
| Total current tax | 105,042 | 693,226 | ||||
| Realised land value increment tax liabilities | - | ( | 323,488) |
|||
| Deferred tax: | ||||||
| Origination and reversal of temporary | ||||||
| differences | ( | 96,315) |
409 | |||
| Total deferred tax | ( | 96,315) |
409 | |||
| Others: | ||||||
| Effect of exchange rate changes | ( | 1,981) |
8,571 | |||
| Income tax expense | $ | 6,746 | $ | 378,718 |
(b) The income tax (charge)/credit relating to components of other comprehensive income is as follows:
| Currency translation differences | 2020 881 $ |
2019 1,727) ($ |
|---|---|---|
- (c) For the years ended December 31, 2020 and 2019, the Company had no income tax charged/(credited) to equity during the year.
~60~
B. Reconciliation between income tax expense and accounting profit
| Year ended | Year ended | December 31 | December 31 | December 31 | December 31 | December 31 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | ||||||||||||||
| Tax calculated based on profit before tax and | |||||||||||||||
| statutory tax rate (Note) | $ | 196,561 |
$ | 512,184 |
|||||||||||
| Effects from items disallowed by tax | regulation | ( | 34,290) |
( | 275,103) | ||||||||||
| Change in assessment of realisation of deferred | tax | ||||||||||||||
| assets and liabilities | ( | 142,637) |
( | 10,457) | |||||||||||
| Prior year income tax under (over) | estimation | ( | 25,525) |
( | 7,953) |
||||||||||
| Effects from land value increment tax | - |
147,664 |
|||||||||||||
| Tax on undistributed surplus earnings | 9,880 |
8,596 | |||||||||||||
| Offshore income tax expense | 2,757 |
3,787 | |||||||||||||
| Income tax expense | $ | 6,746 | $ | 378,718 |
|||||||||||
| Note: The basis for computing the applicable tax rate are the | rates applicable in the | respective | |||||||||||||
| countries where the Group entities operate. | |||||||||||||||
| Amounts of deferred tax assets or liabilities as | a result of temporary differences and | tax losse | |||||||||||||
| are as follows: | |||||||||||||||
| 2020 | |||||||||||||||
| Recognised in other | |||||||||||||||
| Recognised in | comprehensive | Translation | |||||||||||||
| January1 | profit or loss | income | differences | December 31 | |||||||||||
| Deferred tax assets: | |||||||||||||||
| - Temporary differences: | |||||||||||||||
| Unrealised losses on overseas investments | $ | 89,721 |
($ | 749) |
$ | - |
$ | - |
$ | 88,972 |
|||||
| Unrealised accrued expenses | 97,547 | 7,423 | - | 1,559 | 106,529 | ||||||||||
| Unrealised loss for market value decline | |||||||||||||||
| and obsolete and slow-moving | |||||||||||||||
| inventories | 11,555 | ( | 3,855) |
- | - | 7,700 | |||||||||
| Impairment loss on fixed assets | 18,882 | ( | 1,944) |
- | - | 16,938 | |||||||||
| Accrued unused compensated absences | 7,586 | ( | 366) |
- | - | 7,220 | |||||||||
| Unrealised loss on doubtful debts | 15,070 | ( | 8,479) |
- | 68 | 6,659 | |||||||||
| Pensions | 152 | - | - | - | 152 | ||||||||||
| Unrealised foreign exchange loss | 3,813 | ( | 272) |
- | - | 3,541 | |||||||||
| Others | 42,039 | ( | 667) |
- | 670 | 42,042 | |||||||||
| - Tax losses | 1,121,003 | ( | 51,817) |
- | 55 | 1,069,241 | |||||||||
| $ | 1,407,368 | ($ | 60,726) | $ | - |
$ | 2,352 |
$ | 1,348,994 |
||||||
| Deferred tax liabilities: | |||||||||||||||
| - Temporary differences: | |||||||||||||||
| Reserve for land value increment tax | ($ | 643,041) |
$ | 81,141 |
$ | - |
$ | - |
($ | 561,900) |
|||||
| Unrealised gains on overseas investments | ( | 340,611) |
75,900 | - | - | ( | 264,711) |
||||||||
| Currency translation differences | ( | 3,635) |
- | ( | 881) |
- | ( | 4,516) |
|||||||
| Unrealised exchange gain | ( | 97) |
- | - | - | ( | 97) |
||||||||
| ($ | 987,384) | 157,041 | ( | 881) |
- | ($ | 831,224) | ||||||||
| $ | 419,984 | $ | 96,315 | ($ | 881) | $ | 2,352 | $ | 517,770 |
Note: The basis for computing the applicable tax rate are the rates applicable in the respective countries where the Group entities operate.
- C. Amounts of deferred tax assets or liabilities as a result of temporary differences and tax losses are as follows:
~61~
2019
| 2019 | 2019 | 2019 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Recognised in | other | ||||||||||||||
| Recognised in | comprehensive | Translation | |||||||||||||
| January1 | profit or loss | income | differences | December31 | |||||||||||
| Deferred tax assets: | |||||||||||||||
| - Temporary differences: | |||||||||||||||
| Unrealised losses on overseas investments | $ | 89,719 |
$ | 2 |
$ | - |
$ | - |
$ | 89,721 |
|||||
| Unrealised accrued expenses | 70,904 | 30,309 | - | ( | 3,666) |
97,547 | |||||||||
| Unrealised loss for market value decline | |||||||||||||||
| and obsolete and slow-moving | |||||||||||||||
| inventories | 9,553 | 326 |
- | - | 9,879 | ||||||||||
| Impairment loss on fixed assets | 32,826 | ( | 13,967) |
- | 23 | 18,882 | |||||||||
| Accrued unused compensated absences | 8,358 | ( | 772) |
- | - | 7,586 | |||||||||
| Unrealised loss on doubtful debts | 3,274 | 12,212 | - | ( | 416) |
15,070 | |||||||||
| Pensions | 152 | - | - | - | 152 | ||||||||||
| Unrealised exchange loss | 347 | 3,466 | - | - | 3,813 | ||||||||||
| Loss on decline in inventory market value | 1,626 | 50 | - | - | 1,676 | ||||||||||
| Others | 15,987 | 27,847 | - | ( | 1,795) |
42,039 | |||||||||
| - Tax losses | 1,070,847 | 50,156 | - | - | 1,121,003 | ||||||||||
| $ | 1,303,593 | $ | 109,629 | $ | - | ($ | 5,854) |
$ | 1,407,368 | ||||||
| Deferred tax liabilities | |||||||||||||||
| - Temporary differences: | |||||||||||||||
| Reserve for land value increment tax | ($ | 643,041) |
$ | - |
$ | - |
$ | - |
($ | 643,041) |
|||||
| Unrealised gains on overseas investments | ( | 230,520) |
( | 110,091) |
- | - | ( | 340,611) |
|||||||
| Currency translation differences | ( | 5,362) |
- | 1,727 | - | ( | 3,635) |
||||||||
| Unrealised exchange gain | ( | 150) |
53 | - | - | ( | 97) |
||||||||
| ($ | 879,073) |
($ | 110,038) | $ | 1,727 | $ | - | ($ | 987,384) | ||||||
| $ | 424,520 | ($ | 409) | $ | 1,727 |
($ | 5,854) | $ | 419,984 |
- D. Expiration dates of the Company’s and its domestic subsidiaries’ unused tax losses and amounts of unrecognised deferred tax assets are as follows:
December 31, 2020
| December 31, 2020 | ||||
|---|---|---|---|---|
| Year incurred 2009 ~ 2020 |
Amount filed/ assessed 7,798,946 $ |
Unused amount 7,476,107 $ December 31, 2019 |
Deferred taxassets 2,132,725 $ |
Expiry year |
| 2019 ~ 2030 | ||||
| Year incurred 2009 ~ 2019 |
Amount filed/ assessed 6,506,274 $ |
Unused amount 6,504,244 $ |
Deferred tax assets 899,227 $ |
Expiry year |
| 2019 ~ 2029 |
- E. The amounts of deductible temporary difference that are not recognised as deferred tax assets are as follows:
| assets are as follows: | ||
|---|---|---|
| Deductible temporary differences | December31,2020 24,125 $ |
December31,2019 |
| 24,125 $ |
~62~
- F. The status of the Company’s and its domestic subsidiaries’ income tax returns assessed and approved by the Tax Authority are as follows:
Status CHINA YOUTH CO., LTD. (Note) Assessed and approved to 2016 The Company, CONCOURSE INTERNATIONAL INC. and KING Assessed and approved CAN INDUSTRY CORPORATION to 2018 Assessed and approved KANG CHUAN ENGINEERING CO., LTD. to 2019
Note: The subsidiary was dissolved as approved by its shareholders at their meeting in November 2016, and the dissolution was approved by the regulatory authority in January 2017. It is currently in the process of liquidation.
(31) Earnings per share
Weighted average number of ordinary shares outstanding Earnings per Amount after tax (share in thousands) share (in dollars) Year ended December 31, 2020 Basic/Diluted earnings per share Profit attributable to ordinary shareholders of the parent $ 535,196 506,063 $ 1.06 Weighted average number of ordinary shares outstanding Earnings per Amount after tax (share in thousands) share (in dollars) Year ended December 31, 2019 Basic/Diluted earnings per share Profit attributable to ordinary shareholders of the parent $ 1,349,985 506,063 $ 2.67
~63~
(32) Supplemental cash flow information
Investing activities with partial cash payments:
| Investing activities with partial cash payments: | ||||
|---|---|---|---|---|
| Years ended | December 31, | |||
| 2020 | 2019 | |||
| Purchase of property, plant and equipment and | ||||
| biological assets | $ | 524,222 |
$ | 1,051,777 |
| Add: Opening balance of payable on equipment | 116,288 |
150,240 | ||
| Less: Ending balance of payable on equipment | ( | 80,245) |
( | 116,288) |
| Write-off of other receivables | ( | 3,825) | ( | 5,760) |
| Cash paid during the year | $ | 556,440 |
$ | 1,079,969 |
(33) Changes in liabilities from financing activities
| Changes in liabilities from financing activities | vities | ||
|---|---|---|---|
| Long-term Short-term borrowings Short-term notes and (including borrowings bills payable Leaseliability current portion) At January 1 3,159,229 $ 40,000 $ 263,353 $ 3,296,949 $ g g activities 1,388,800) ( 310,000 149,891) ( 366,373 Impact of changes in foreign exchange rate - - - 5,319 Changes in other non-cash items - 61) ( 125,909 113 At December 31 1,770,429 $ 349,939 $ 239,371 $ 3,668,754 $ 2020 Long-term Short-term borrowings Short-term notes and (including borrowings bills payable Leaseliability current portion) At January 1 5,027,075 $ 50,000 $ 239,904 $ 3,539,197 $ g g activities 1,067,846) ( 110,000 155,269) ( 1,152,447) ( Impact of changes in foreign exchange rate - - - 9,555) ( Changes in other non-cash items 800,000) ( 120,000) ( 178,718 919,754 At December 31 3,159,229 $ 40,000 $ 263,353 $ 3,296,949 $ 2019 |
2020 | ||
| Long-term borrowings (including current portion) |
|||
| 3,296,949 $ 366,373 5,319 113 |
|||
| 3,668,754 $ |
|||
| Long-term borrowings (including current portion) |
|||
| 3,296,949 $ |
~64~
7. Related Party Transactions
(1) Names of related parties and relationship
| Names of related parties and relationship | |
|---|---|
| Names of related parties | Relationship with the Company |
TING HSIN (CAYMAN ISLANDS) HOLDING CORP. (TING HSIN) THE BREAD CO., LTD. SHANGHAI DINGSHI WAREHOUSE CO.,LTD (SHANGHAI DINGSHI) Tianjin Tinglian FOODS Co., Ltd. HANGZHOU TINGZHENG PACKING MATERIAL CO.,LTD. SHANGHAI TING SHENG FOODS CO., LTD. TAIWAN TING QIAO RESTAURANT MANAGEMENT CO. LTD. Hangzhou Kenko&Ting Foods Co., Ltd. Hangzhou Bingxin Green Packaging Co., Ltd. Huaian Bingxin Green Packaging Co., Ltd. Tianjin Bingxin Packaging Co., Ltd. Shanghai Epurus Information Technologies Co., Ltd. KANG CHENG CO., LTD. ZHUMADIAN TINGSHENG FOODSTUFF CO.,LTD FU TING FOODS CO., LTD. RIKKEI TRADING CORP. |
An investor with significant influence over the Company An entity controlled by the investor with significant influence over the Company An entity controlled by the investor with significant influence over the Company An entity controlled by the investor with significant influence over the Company An entity controlled by the investor with significant influence over the Company An entity controlled by the investor with significant influence over the Company An entity controlled by the investor with significant influence over the Company An entity controlled by the investor with significant influence over the Company An entity controlled by the investor with significant influence over the Company An entity controlled by the investor with significant influence over the Company An entity controlled by the investor with significant influence over the Company An entity controlled by the investor with significant influence over the Company An entity controlled by the investor with significant influence over the Company An entity controlled by the investor with significant influence over the Company An investee accounted for using the equity method by the Company A director of the Company is also the chairman of the entity |
~65~
Names of related parties Relationship with the Company CHAMPION LINKER CORP. A director of the Company is also the chairman of the entity TAIWAN STAR TELECOM CORPORATION A director of the Company is also the chairman LIMITED of the entity HEILONGJIANG WEI CHUAN FOOD CO. A subsidiary of the Company not included as a consolidated entity HEILONGJIANG WEI CHUAN DAIRY CO. A subsidiary of the Company not included as a consolidated entity HEALTH CAN DEVELOPMENT LIMITED A subsidiary of the Company not included as a consolidated entity All directors, general managers and main Key management personnel and governing management personnel bodies of the Company
(2) Significant related party transactions
A. Sales transactions
(a) Operating revenue
Details of operating revenue arising from goods sold by the Group to related parties are as follows:
| follows: | ||
|---|---|---|
| Other related parties | Year ended December 31 | |
| 2020 918,129 $ |
2019 | |
| 1,282,928 $ |
The Group’s sales price, conditions and credit terms to related parties were approximately the same as those for third party customers. The credit terms for third party customers approximately ranged from 30 to 90 days after monthly billings.
(b) Accounts receivable
Details of accounts receivable arising from the aforementioned sales to related parties are as follows:
| follows: | ||
|---|---|---|
| SHANGHAI DINGSHI Others |
December 31,2020 197,319 $ 16,627 213,946 $ |
December 31,2019 |
| 270,569 $ 3,809 |
||
| 274,378 $ |
~66~
B. Purchase transactions
- (a) Costs of goods purchased
Details of goods purchased by the Group from related parties are as follows:
| Year ended | December 31 | ||
|---|---|---|---|
| 2020 | 2019 | ||
| Associates | $ | 50,703 |
178,317 $ |
| Other related parties | 309,280 | 149,649 | |
| $ | 359,983 |
327,966 $ |
Goods purchased from related parties are based on the price lists in force and terms agreed upon by both parties. Payment terms have no major difference between related parties and third parties, which are 30 ~ 90 days end of month for general suppliers.
- (b) Accounts payable
Details of accounts payable arising from the aforementioned goods purchased from related parties are as follows:
| parties are as follows: | ||
|---|---|---|
| Associates Other related parties |
December 31,2020 9,425 $ 56,291 65,716 $ |
December 31,2019 |
| 23,745 $ 36,363 |
||
| 60,108 $ |
- (c) Prepayments
Prepayments arsing from goods purchased by the Group from related parties are as follows:
| Other related parties | December31,2020 10,029 $ |
December31,2019 |
|---|---|---|
| - $ |
-
C. Lease transactions
-
(a) Rent income
The Group leased some offices and plants (shown as ‘investment property’) to related parties, the details of rental revenue were as follows:
| Lessee | Leased object | Rent calculation andpayment Monthly payment Quarterly prepayment/ Monthly payment |
Year ended December31 | Year ended December31 |
|---|---|---|---|---|
| 2020 55 $ 6,192 6,247 $ |
2019 | |||
| - Associates - Other related parties |
Offices Offices, plant and others |
60 $ 5,873 |
||
| 5,933 $ |
Other receivables arising from the aforementioned transactions as of December 31, 2020 and 2019 amounted to $69 and $5, respectively.
~67~
D. Other transactions
(a) Other income/ Other receivables
The amounts of other income and the related other receivables as of and for the years ended December 31, 2020 and 2019 between the Group and related parties were immaterial. Thus, details are not disclosed. In addition, the Group’s other receivables from service transactions
in previous years are as follows:
| in previous years are as follows: | |||||
|---|---|---|---|---|---|
| December 31, 2020 | December | 31,2019 | |||
| Other related parties | $ | - |
$ | 27,015 |
|
| Less: Allowance for uncollectible accounts | - | ( | 27,015) |
||
| $ | - |
$ | - |
(b)Other ending balances
Receivables due from subsidiaries (shown as other receivables):
| December31,2020 | December31,2020 | December | 31,2019 | |||
|---|---|---|---|---|---|---|
| Subsidiaries - HEILONGJIANG WEI | ||||||
| CHUAN FOOD and 2 others | $ | 4,308 |
$ | 25,348 |
||
| Less: Allowance for receivables due from | ||||||
| subsidiaries | ( | 300) |
( | 20,894) |
||
| $ | 4,008 |
$ | 4,454 |
E. Endorsements and guarantees provided to related parties
The Group’s other related party - TING HSIN acted as a joint guarantor for the loan agreement entered into by the Group with United Overseas Bank in 2017. Such joint guarantee liabilities were removed when the loan was repaid in full in May 2019.
(3) Key management compensation
| Key management compensation | ||
|---|---|---|
| Salaries and other short-term employee benefits Post-employment benefits |
Year ended December 31 | |
| 2020 79,561 $ 201 79,762 $ |
2019 | |
| 75,173 $ 294 |
||
| 75,467 $ |
~68~
8. Pledged Assets
The Group’s assets pledged as collateral are as follows:
==> picture [489 x 158] intentionally omitted <==
----- Start of picture text -----
Book value
Pledged asset December 31, 2020 December 31, 2019 Purpose
Restricted bank deposits (shown as Collateral for long-term material
other non-current assets) $ 8,000 $ 10,000 purchase
Land (shown as property, plant and Collateral for short-term notes and
equipment and investment property) bills as well as long-term and
2,655,687 2,655,687 short-term borrowings
Buildings and structures (shown as Collateral for short-term notes and
property, plant and equipment and bills as well as long-term and
investment property) 972,650 1,038,883 short-term borrowings
$ 3,636,337 $ 3,704,570
----- End of picture text -----
9. Significant Contingent Liabilities and Unrecognised Contract Commitments
(1) Contingencies
Regarding the misuse of lard oil supplied by TING HSIN OIL & FAT INDUSTRIAL CO., LTD. and CHENG-I FOOD CO., LTD., the Company was sued by the Consumers' Foundation, Chinese Taipei to bear a joint and several liability for compensation. The case is currently pending with the High Court. As of December 31, 2020, the Company has accrued contingent compensation of $1,000 (shown as other payables). Any subsequent impact arising from the incident will be assessed and recognised by the Company and disclosed in the financial statements.
(2) Commitments
-
A. As of December 31, 2020 and 2019, the Group has a promissory note for the credit facility of banks in the amounts of $10,207,400 and $9,565,040,000, respectively.
-
B. As of December 31, 2020 and 2019, the Group’s total unused letters of credit issued for the import of material and merchandise were $283,044 and $221,361, respectively.
-
C. As of December 31, 2020 and 2019, the total contract consideration, excluding the settled payment, arising from the contracts that the Group entered into for commissioning each construction project or purchasing of equipment, that it shall pay for the construction and equipment in future years amounted to $421,312 and $420,280, respectively.
-
D. As of December 31, 2020 and 2019, the Group has drawn from the endorsements and guarantees for the entities in the Group in the amounts of $981,122 and $1,007,945, respectively.
10. Significant Disaster Loss
None.
~69~
11. Significant Events after the Balance Sheet Date
Information on the appropriation of 2020 earnings proposed by the Board of Directors on March 29, 2021 but not yet resolved by the shareholders of the Company is provided in Note 6(21).
12. Other
(1) Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust to the optimal capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, or issue new shares. The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as total liabilities divided by total capital. Total liabilities are the total amount of liabilities as shown in the consolidated balance sheet. Total capital is calculated as ‘equity’ as shown in the consolidated balance sheet plus total liabilities.
During the year ended December 31, 2020, the Group’s strategy was unchanged from 2019. As of December 31, 2020 and 2019, the gearing ratios were 62% and 64%, respectively.
(2) Financial instruments
A. Financial instruments by category
| Financial instruments by category | ||
|---|---|---|
| Financial assets Financial assets at fair value through profit or loss Non-current financial assets mandatorily measured at fair value through profit or loss Financial assets at amortised cost Cash and cash equivalents Notes receivable, net Accounts receivable, net Accounts receivable due from related parties, net Other receivables Other non-current assets - Long-term notes and accounts receivable - Guarantee deposits paid - Restricted bank deposits |
December 31,2020 33,452 $ 1,905,431 21,996 2,277,509 213,946 82,476 156,516 49,740 8,000 |
December 31,2019 |
| 33,443 $ 2,221,758 26,308 2,363,467 274,378 101,985 156,516 52,672 10,000 |
~70~
==> picture [461 x 31] intentionally omitted <==
----- Start of picture text -----
December 31, 2020 December 31, 2019
Financial liabilities
----- End of picture text -----
| Financial liabilities | ||||
|---|---|---|---|---|
| Financial liabilities at amortised cost | ||||
| Short-term borrowings | $ | 1,770,429 |
$ | 3,159,229 |
| Short-term notes and bills payable | 349,939 | 40,000 | ||
| Notes payable | 299 |
6,602 | ||
| Accounts payable | 1,485,952 | 1,507,668 | ||
| Accounts payable to related parties | 65,716 |
60,108 | ||
| Other payables | 2,076,044 | 1,998,678 | ||
| Long-term borrowings (including current | ||||
| portion) | 3,668,754 |
3,296,949 | ||
| Other non-current liabilities | ||||
| - Guarantee deposits received | 67,674 | 79,448 | ||
| Current lease liabilities | 78,278 | 108,922 | ||
| Non-current lease liabilities | 161,093 | 154,431 |
-
B. Financial risk management policies
-
(a) The Group adopts a comprehensive risk management and control system to identify, evaluate and control all risks, including market risk (including exchange rate risk, interest rate risk and price risk), credit risk, liquidity risk, in order for the management to control these risks effectively.
-
(b) Risk management is carried out by a central treasury department (Group treasury) under policies approved by the managements. Group treasury identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. The management provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
i. Foreign exchange risk
-
(i) Some of the Group’s sales and purchases are denominated in USD. The fair value changes according to the fluctuations in market exchange rates. As the Company offsets these market risks by matching the foreign currency assets and liabilities positions and their payment periods, it does not expect significant market risk.
-
(ii) The Group’s businesses involve some non-functional currency operations. The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
~71~
==> picture [404 x 507] intentionally omitted <==
----- Start of picture text -----
December 31, 2020
Foreign
currency
amount Book value
(In thousands) Exchange rate (NTD)
(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD 7,056 28.48 $ 200,955
USD:RMB 86 6.52 2,449
RMB:NTD 95,710 4.37 418,253
Financial liabilities
Monetary items
USD:NTD 274 28.48 $ 7,804
USD:RMB 4,000 6.52 113,920
RMB:NTD 1,031 4.37 4,505
December 31, 2019
Foreign
currency
amount Book value
(In thousands) Exchange rate (NTD)
(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD 11,117 29.98 $ 333,288
USD:RMB 86 6.98 2,578
RMB:NTD 110,247 4.30 474,062
Financial liabilities
Monetary items
USD:NTD 7,243 29.98 $ 217,145
USD:RMB 4,394 6.98 131,732
RMB:NTD 159 4.30 684
----- End of picture text -----
The total exchange gain (loss), including realised and unrealised, arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2020 and 2019, amounted to $4,787 and ($30,639), respectively.
~72~
Analysis of foreign currency market risk arising from significant foreign exchange variation:
| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD USD:RMB RMB:NTD Financial liabilities Monetary items USD:NTD USD:RMB RMB:NTD (Foreign currency: functional currency) Financial assets Monetary items USD:NTD USD:RMB RMB:NTD Financial liabilities Monetary items USD:NTD USD:RMB RMB:NTD |
Effect on other Degree of Effect on profit comprehensive variation or loss income or loss 1% 2,010 $ - $ 1% 24 - 1% 4,183 - 1% 78) ($ - $ 1% 1,139) ( - 1% 45) ( - Year ended December31,2020 Sensitivityanalysis Year ended December31,2019 |
Effect on other Degree of Effect on profit comprehensive variation or loss income or loss 1% 2,010 $ - $ 1% 24 - 1% 4,183 - 1% 78) ($ - $ 1% 1,139) ( - 1% 45) ( - Year ended December31,2020 Sensitivityanalysis Year ended December31,2019 |
Effect on other Degree of Effect on profit comprehensive variation or loss income or loss 1% 2,010 $ - $ 1% 24 - 1% 4,183 - 1% 78) ($ - $ 1% 1,139) ( - 1% 45) ( - Year ended December31,2020 Sensitivityanalysis Year ended December31,2019 |
|---|---|---|---|
| Sensitivityanalysis | |||
| Degree of Effect on profit variation or loss 1% 3,333 $ 1% 26 1% 4,741 1% 2,171) ($ 1% 1,317) ( 1% 7) ( |
Effect on other comprehensive income or loss |
||
| - $ - - - $ - - |
|||
B. Price risk
(i) The Group’s equity securities, which are exposed to price risk, are the held financial assets at fair value through profit or loss.
~73~
-
(ii) The Group has investments in equity securities. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 1% with all other variables held constant, pre-tax profit for the years ended December 31, 2020 and 2019 would have increased/decreased by $335 and $334, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss.
-
C. Cash flow and fair value interest rate risk
-
The Group’s main interest rate risk arises from long-term and short-term borrowings as well as short-term notes and bills payable. Borrowings issued at variable rates expose the Group to cash flow interest rate risk which is partially offset by cash and cash equivalents held at variable rates. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group’s long-term and short-term borrowings as well as short-term notes and bills payable are with floating rates. During the years ended December 31, 2020 and 2019, the Group’s borrowings at variable rates were denominated in NTD and RMB.
As of December 31, 2020 and 2019, if the borrowing interest rate had increased/decreased by 0.1% with all other variables held constant, pre-tax profit for the years ended December 31, 2020 and 2019 would have decreased/increased by $5,789 and $6,496, respectively. The main factor is that floating-rate borrowings result in increase/decrease in interest expense.
(b) Credit risk
-
i. Credit risk refers to the risk of financial loss to the Company arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the note and accounts receivable based on the agreed terms.
-
ii. The Group manages their credit risk taking into consideration the entire group’s concern. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the managements. The utilisation of credit limits is regularly monitored.
-
iii. The Group adopts assumptions under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition. If the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.
~74~
-
iv. The Group adopts the assumptions under IFRS 9, the default occurs when the contract payments are past due over 90 days.
-
v. The Group classifies customers’ notes and accounts receivable in accordance with credit rating of customer, credit on trade and customer types. The Group applies the modified approach using a provision matrix based on the loss rate methodology to estimate the expected credit loss.
-
vi. The Group wrote-off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Group will continue executing the recourse procedures to secure their rights.
-
vii. After the Group identifies customer risks on an individual basis, and it classifies them into groups according to different credit risk characteristics, assesses the historical default rates, and uses the forecastability to adjust historical and timely information to assess the default possibility. The Group considers that in the financial industry, the default rate should not be lower than 0.03% for numerous and unidentifiable individual investors. However, in accordance with the policy, the Group traces the credit risk of customers at any time, the Group refers to the reference rate set by the financial industry as a basis of forecast adjustment, and adjusts the expected loss rate referring to monitoring indicator and the nature of risk. The loss rate methodology is as follows:
| 1~30 days | 31~90 days | Over 90 days | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | Notpast due | past due | past due | past due | Total | |||||
| Expected loss rate | 0.03%~0.78% | 0.03%~1.33% | 0.03%~1.88% | 100.00% | ||||||
| Total book value | $ | 2,472,184 | $ | 32,368 | $ | 12,488 | $ | 43,147 | $ | 2,560,187 |
| Loss allowance | ($ | 6,778) | ($ | 11) | ($ | 216) | ($ | 39,731) | ($ | 46,736) |
| 1~30 days | 31~90 days | Over 90 days | ||||||||
| December 31, 2019 | Notpast due | past due | past due | past due | Total | |||||
| Expected loss rate | 0.03%~0.74% | 0.03%~1.24% | 0.03%~1.74% | 100.00% | ||||||
| Total book value | $ | 2,604,494 | $ | 18,233 | $ | 33,840 | $ | 72,367 | $ | 2,728,934 |
| Loss allowance | ($ | 1,516) | $ | - | $ | - | ($ | 63,265) | ($ | 64,781) |
The above ageing analysis was based on past due date.
- viii. Movements in relation to the Group’s loss allowance for accounts and notes receivable and other receivables are as follows:
| At January 1 Expected credit loss (gain) Write-offs Effect of exchange rate changes At December 31 |
2020 | 2020 | Total 210,274 $ 23,575) ( 38,456) ( 4,236) ( 144,007 $ |
|
|---|---|---|---|---|
| Accounts Notes receivables receivables 64,777 $ 4 $ 3,811 4) ( 22,125) ( - 273 - 46,736 $ - $ |
Other receivables 145,493 $ 27,382) ( 16,331) ( 4,509) ( 97,271 $ |
~75~
| At January 1 Expected credit loss (gain) Reclassifications Write-offs Effect of exchange rate changes At December 31 |
Accounts Notes Other receivables receivables receivables 51,169 $ 7 $ 198,445 $ 17,487 3) ( 53,298) ( 2,220) ( - 2,220 26) ( - - 1,633) ( - 1,874) ( 64,777 $ 4 $ 145,493 $ 2019 |
Total 249,621 $ 35,814) ( - 26) ( 3,507) ( 210,274 $ |
|---|---|---|
-
(c) Liquidity risk
-
i. The Group chooses the equity instruments with sufficient liquidity when investing in the equity financial instruments. Group management monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs, so it does not expect significant liquidity risk.
-
ii. Surplus cash held by the units over and above balance required for working capital management are transferred to the Group treasury. Group treasury invests surplus cash in interest bearing current accounts and time deposits, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient head-room as determined by the above-mentioned forecasts.
-
iii. As of December 31, 2020 and 2019, the amounts of undrawn available borrowing facilities were $10,861,311 and $8,352,274, respectively.
-
iv. The Group has no derivative financial liabilities. Except for the items disclosed in the following table, the Group’s non-derivative financial liabilities, which were classified by its maturity date, were due within one year and approximates the amounts which were shown in the balance sheets. The amounts disclosed in the table are the contractual undiscounted cash flows.
| undiscounted cash | flows. | ||||
|---|---|---|---|---|---|
| December 31, 2020 Non-derivative financial liabilities: Lease liability Long-term borrowings (including current portion) December 31, 2020 Non-derivative financial liabilities: Lease liability Long-term borrowings (including current portion) |
Less than 1year 87,300 $ 142,966 Less than 1year 120,840 $ 223,738 |
Between 1 and 2year(s) 57,433 $ 2,474,139 Between 1 and 2year(s) 62,135 $ 2,500,760 |
Between 2 and 5years 46,729 $ 1,160,519 Between 2 and 5years 46,734 $ 706,907 |
Over 5years 56,759 $ - Over 5years 64,881 $ - |
Total |
| 248,221 $ 3,777,624 Total |
|||||
| 294,590 $ 3,431,405 |
~76~
(3) Fair value information
-
A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:
-
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.
-
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
-
Level 3: Unobservable inputs for the asset or liability. The fair value of the Group’s investment in equity investment without active market is included in Level 3.
-
B. Fair value information of investment property at cost is provided in Note 6(8).
-
C. The carrying amounts of the Group’s financial instruments not measured at fair value, including cash and cash equivalents, notes receivable, accounts receivable (including related parties), other receivables, other non-current assets - long-term notes and accounts receivable, other non-current assets - guarantee deposits paid, other non-current assets - restricted bank deposits, short-term borrowings, short-term notes and bills payable, notes payable, accounts payable (including related parties), other payables, lease liabilities, long-term borrowings (including current portion) and other non-current liabilities - guarantee deposits received, are approximate to their fair values.
-
D. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at December 31, 2020 and 2019 are as follows:
-
(a) The related information of natures of the assets and liabilities is as follows:
| December 31, 2020 Level 1 Assets Recurring fair value measurements Financial assets at fair value through profit or loss Equity securities - $ December 31, 2019 Level 1 Assets Recurring fair value measurements Financial assets at fair value through profit or loss Equity securities - $ |
Level 2 - $ Level 2 - $ |
Level 3 33,452 $ Level 3 33,443 $ |
Total |
|---|---|---|---|
| 33,452 $ |
|||
| Total | |||
| 33,443 $ |
|||
Financial assets at fair value through profit or loss Equity securities |
~77~
-
(b) The methods and assumptions the Group used to measure fair value are as follows:
-
i. Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the balance sheet date.
-
ii. When assessing non-standard and low-complexity financial instruments, for example, debt instruments without active market, interest rate swap contracts, foreign exchange swap contracts and options, the Group adopts valuation technique that is widely used by market participants. The inputs used in the valuation method to measure these financial instruments are normally observable in the market.
-
iii. The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Group’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs, for example, model risk or liquidity risk and etc. In accordance with the Group’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the consolidated balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.
-
-
E. For the years ended December 31, 2020 and 2019, there was no transfer between Level 1 and Level 2.
-
F. The following chart is the movement of Level 3 for the years ended December 31, 2020 and 2019:
| 2019: | |||
|---|---|---|---|
| At January 1 Gains recognised in profit or loss At December 31 |
2020 | ||
| Financialproduct - $ - - $ |
Non-derivative equityinstrument 33,443 $ 9 33,452 $ |
Total | |
| 33,443 $ 9 |
|||
| 33,452 $ |
~78~
| 2019 | ||||||
|---|---|---|---|---|---|---|
| Non-derivative | ||||||
| Financial | product | equity instrument | Total | |||
| At January 1 | $ | 29,089 |
$ | 33,443 |
$ | 62,532 |
| Gains recognised in profit or loss | 18 | - | 18 | |||
| Sold in the year | ( | 27,942) |
- |
( | 27,942) |
|
| Effect of exchange rate changes | ( | 1,165) | - |
( | 1,165) | |
| At December 31 | $ | - |
$ | 33,443 | $ | 33,443 |
-
G. For the years ended December 31, 2020 and 2019, there was no transfer into or out from Level 3.
-
H. Treasury segment is in charge of valuation procedures for fair value measurements being categorised within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, and frequently calibrating valuation model, performing back-testing, updating inputs used to the valuation model and making any other necessary adjustments to the fair value. In addition to Level 3 fair value measurements applicable to the above valuation models, the Group also directly refers to fair value information provided by the financial institutions.
-
I. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
| value measurement: | |||||
|---|---|---|---|---|---|
| Fair value at December 31, 2020 Non-derivative equity instrument: Unlisted shares- LI JIA CONSTRUCTION $ 5,617 Unlisted shares- CONNECTION INVESTMENT etc. 27,835 |
Fair value at December 31, 2020 |
Valuation technique | Significant unobservable input |
Range (weighted average) |
Relationship of inputs to fair value The higher the discount for lack of marketability, the lower the fair value N/A |
Market approach-price-to- book ratio Net asset value |
Discount for lack of marketability N/A |
25% - |
~79~
| Fair value at December 31, 2019 Non-derivative equity instrument: Unlisted shares LI JIA CONSTRUCTION $ 11,947 Unlisted shares- CONNECTION INVESTMENT, etc. 21,496 |
Fair value at December 31, 2019 |
Valuation technique | Significant unobservable input |
Range (weighted average) |
Relationship of inputs to fair value The higher the discount for lack of marketability, the lower the fair value N/A |
|---|---|---|---|---|---|
Market approach-price-to- book ratio Net asset value |
Discount for lack of marketability N/A |
25% - |
- J. The Group has carefully assessed the valuation models and assumptions used to measure fair value. However, use of different valuation models or assumptions may result in different measurement. If net asset value from financial assets and liabilities categorised within Level 3 had increased or decreased by 1%, profit or loss would not have been significantly impacted as of December 31, 2020 and 2019.
(4) Others
-
A. The impact of oil incidents caused by the upstream suppliers on the Company since the fourth quarter of 2013 is as follows:
-
(a) The Company’s oil OEM supplier was suspected of misusing the oil adulterated with copper chlorophyllin by CHANG CHI FOODSTUFF FACTORY CO., LTD. (CHANG CHI). The Company recognised losses associated with product returns, inventory loss and related expenses in the amount of $179,337 as of 31 December, 2017 due to the impact of this incident.
- The Company was sued for violating the Act Governing Food Safety and Sanitation as a result of the oil and food safety incident casued by CHANG CHI. On April 27, 2017, the Intellectual Property Court rendered a decision in favour of the Company, but some representatives were charged with fraud for mislabeling oil. The court also confiscated $32,929 in revenue gained from the sales of these products. The Company has petitioned to the Council of Grand Justices for an interpretation on whether the confiscation was reasonable.
On November 27, 2019, the Taiwan Changhua District Court ruled that CHANG CHI, KAO, CHEN-LI, WEN, JUI-PIN and CHOU, KUN-MING are jointly liable to compensate the Company for $66,595 and related interests, for which the Company has obtained a certificate of the obligatory claim.
~80~
-
(b) Due to more problematic oil was announced by the government organisations between September 2014 and October 2014, the Company has taken countermeasures such as taking the initiative to remove the products from shelves as a precautionary measure, notifying the competent authorities and compensating customers for returned products. The Company recognised losses associated with returns of certain affected products and compensation in the amount of $226,017 during the period from 2014 to 2015.
-
(c) To safeguard the interests of the Company, the Company continually filed lawsuits for compensation against a number of suppliers supplying problematic oil depending upon each circumstance. The remaining cases, CHANG GUANN CO., LTD., TING HSIN OIL & FAT INDUSTRIAL CO., LTD. and CHENG-I FOOD CO., LTD are pending with the courts. In May 2019, the court advised LIHAO ENTERPRISE CO., LTD. a settlement to compensate the Company for $1,276, which was recognised by the Company. The Company’s management resolutely safeguards the rights and interests of the Company and shareholders and may take necessary legal actions in due course depending on the hearing process.
-
B. The Group entered into a loan repayment agreement with WANG DE XING TEA COMPANY (an investee company whose 51% shares were originally held by the Group but sold in January 2016). The entity has been repaid the principal and interest in accordance with the agreement. However, in term of the last repayment of USD 2.965 million due on October 1, 2020, the Company agreed to amend the repayment schedule considering the impact of the COVID-19 pandemic on the entity’s operation, the enhancement of collateral provided and the good credit of the entity on the past repayments. The remaining payments will be repaid in three instalments over three years.
The Group has provided for a full loss allowance in accordance with generally accepted accounting principles for the aforementioned receivables in the previous year after considering the risk of default.
13. Supplementary Disclosures
(1) Significant transactions information
-
A. Loans to others: Please refer to table 1.
-
B. Provision of endorsements and guarantees to others: Please refer to table 2.
-
C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.
-
D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company's paid-in capital: Please refer to table 4.
-
E. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.
-
F. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: Please refer to table 5.
~81~
-
G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 6.
-
H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 7.
-
I. Trading in derivative instruments undertaken during the reporting periods: None.
-
J. Significant inter-company transactions during the reporting periods: Please refer to table 8.
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 9.
(3) Information on investments in Mainland China
-
A. Basic information: Please refer to table 10.
-
B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Please refer to table 11.
(4) Major shareholders information
Major shareholders information: Please refer to table 12.
~82~
14. Segment Information
(1) General information
Management has determined the reportable operating segments based on the reports reviewed by the Chief Operating Decision-Maker that are used to make strategic decisions.
There is no material change in the basis for formation of entities and division of segments in the Group or in the measurement basis for segment information during this period. The accounting policies of the operating segments are in agreement with the significant accounting policies summarised in Note 4.
(2) Measurement of segment information
The accounting policies of operating segments are in agreement with the significant accounting policies summarised in Note 4. The post-tax net income is used to measure the Company’s operating segment profit (loss) and performance of the operating segments.
(3) Segment Information
The segment information provided to the Chief Operating Decision-Maker for the reportable segments is as follows:
~83~
| Year | ended | December 31, | 2020 | 2020 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Packaging | Adjustments | |||||||||
| Food segment | segment | Others | and eliminations | Total | ||||||
| Revenue from external customers | $ | 17,802,265 |
$ | 532,409 |
$ | 316,197 |
$ | - |
$ | 18,650,871 |
| Inter-segment revenue | 1,055,228 | 449,808 | 522,631 | ( | 2,027,667) |
- | ||||
| Total segment revenue | $ | 18,857,493 | $ | 982,217 | $ | 838,828 | ($ | 2,027,667) | $ | 18,650,871 |
| Segment income (loss) | $ | 716,016 |
$ | 79,590 | $ | 291,073 |
($ | 550,537) | $ | 536,142 |
| Segment income (loss), including: | ||||||||||
| Depreciation expense | ($ | 1,031,437) |
($ | 51,432) |
($ | 1,086) |
- | ($ | 1,083,955) |
|
| Interest income | 29,950 | 8,316 | 7,100 | ( | 22,550) |
22,816 | ||||
| Interest expense | ( | 163,799) |
( | 3,484) |
( | 5,491) |
22,550 |
( | 150,224) |
|
| Share of profit or loss of investments accounted for using | ||||||||||
| the equity method | 311,385 | 6,482 | 226,000 | ( | 544,487) |
( | 620) |
|||
| Segment assets | 16,667,335 | 666,362 | 697,824 | - | 18,031,521 | |||||
| Year | ended | December 31, | 2019 | |||||||
| Adjustments | ||||||||||
| Food segment | Packagingsegment | Others | and eliminations | Total | ||||||
| Revenue from external customers | $ | 19,422,917 |
$ | 515,688 |
$ | 289,514 |
$ | - |
$ | 20,228,119 |
| Inter-segment revenue | 1,030,156 | 434,961 | 577,406 | ( | 2,042,523) |
- | ||||
| Total segment revenue | $ | 20,453,073 | $ | 950,649 | $ | 866,920 | ($ | 2,042,523) | $ | 20,228,119 |
| Segment income (loss) | $ | 1,835,336 | $ | 76,190 | $ | 670,186 | ($ | 1,230,833) | $ | 1,350,879 |
| Segment income (loss), including: | ||||||||||
| Depreciation expense | ($ | 990,622) |
($ | 48,544) |
($ | 1,085) |
$ | - |
($ | 1,040,251) |
| Interest income | 35,275 | 11,688 | 24,000 | ( | 26,243) |
44,720 | ||||
| Interest expense | ( | 204,835) |
( | 3,899) |
( | 9,588) |
26,243 | ( | 192,079) |
|
| Share of profit or loss of investments accounted for using | ||||||||||
| the equity method | 665,015 | 13,263 | 553,493 | ( | 1,231,072) |
699 | ||||
| Segment assets | 17,004,764 | 657,200 | 1,434,979 | - | 19,096,943 |
~84~
(4) Reconciliation for segment income (loss)
-
A. Sales between segments are carried out at arm’s length. The revenue from external customers reported to the Chief Operating Decision-Maker is measured in a manner consistent with that in the statement of comprehensive income.
-
B. The Company’s Chief Operating Decision-Maker assesses performance of operating segments and allocates resources based on post-tax net income, thus, reconciliation is not needed.
-
C. The amounts provided to the Chief Operating Decision Maker with respect to total assets are measured in a manner consistent with that of the financial statements.
~85~
(5) Information on products and services
Details of revenue are as follows:
| Details of revenue are as follows: | ||||
|---|---|---|---|---|
| Year ended | December 31 | |||
| 2020 | 2019 | |||
| Revenue from food manufacturing sales | $ | 17,802,265 |
$ | 19,422,917 |
| Revenue from trade of molds and other packaging | 532,409 | 515,688 |
||
| Others | 316,197 |
289,514 | ||
| $ | 18,650,871 |
$ | 20,228,119 |
(6) Geographical information
Geographical information for the years ended December 31, 2020 and 2019 is as follows:
Year ended December 31
| Taiwan Mainland China and others |
Non-current Revenue assets 8,440,389 $ 5,765,449 $ 10,210,482 4,940,844 18,650,871 $ 10,706,293 $ 2020 |
Non-current Revenue assets 8,248,222 $ 5,913,496 $ 11,979,897 5,135,144 20,228,119 $ 11,048,640 $ 2019 |
|---|---|---|
| Revenue 8,440,389 $ 10,210,482 18,650,871 $ |
Note: Non-current assets excluded financial instruments and deferred income tax assets.
(7) Major customer information
The Group’s major customers with which the sales revenues from a single customer accounting for more than 10% of total net operating revenue in the consolidated statement of comprehensive income. Details are as follows:
| Taiwan | Year ended December 31 | Year ended December 31 | Year ended December 31 |
|---|---|---|---|
| Revenue Segment 2,856,118 $ Food Segment 2020 |
2019 | ||
| Revenue 2,856,118 $ |
Revenue 2,618,644 $ |
Segment | |
| Food Segment |
~85~
Wei Chuan Foods Corporation and subsidiaries Loans to others Year ended December 31, 2020 Table 1
| No. (Note1) Table 1 |
Creditor | Borrower | General ledger account |
Is a related party |
Maximum outstanding balance during the year ended December31,2020 |
Balance at December31,2020 |
Actual amount drawndown |
Interest rate |
Nature of loan (Note2) |
Amount of transactions with the borrower |
Reason for short-term financing |
Allowance for doubtful accounts |
Collateral | Collateral | Limit on loans granted to a single party |
Ceiling on total loans granted Footnote Expressed in thousands of NTD (Except as otherwise indicated) |
Ceiling on total loans granted Footnote Expressed in thousands of NTD (Except as otherwise indicated) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 1 2 2 3 3 3 |
WEI-CHUAN(BVI) CO., LTD. HANGZHOU WEI- CHUAN FOOD CO., LTD. HANGZHOU WEI- CHUAN FOOD CO., LTD. KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD. KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD. KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD. |
WANG DE XING TEA COMPANY Hangzhou Weichuan Biotechnology Foods Co., Ltd. LANGFANG WEI- CHUAN FOODS CO., LTD. Hangzhou Weichuan Biotechnology Foods Co., Ltd. HANGZHOU WEI- CHUAN FOOD CO., LTD. LANGFANG WEI- CHUAN FOODS CO., LTD. |
Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables |
N Y Y Y Y Y |
89,691 $ 87,582 656,865 35,066 87,664 122,730 |
84,443 $ 87,320 654,900 34,928 87,320 122,248 |
84,443 $ 43,660 458,430 34,928 87,320 122,248 |
2.5000%~ 3.8379% 3.8500%~ 4.7500% 3.8500%~ 4.7500% 3.8500%~ 4.3500% 3.8500%~ 4.3500% 3.8500%~ 4.3500% |
2 2 2 2 2 2 |
- $ - - - - - |
Loan repayment and working capital needs Loan repayment and working capital needs Loan repayment and working capital needs Loan repayment and working capital needs Loan repayment and working capital needs Loan repayment and working capital needs |
84,443) ($ - - - - - |
Property and tea leaf None None None None None |
88,910 $ - - - - - |
745,573 $ 1,499,005 1,499,005 134,315 134,315 134,315 |
1,491,145 $ 2,998,009 2,998,009 268,629 268,629 268,629 |
Notes 3 and 6 Note 4 Note 4 Note 5 Note 5 Note 5 |
Table 1, page 1
Note1: The Company is ‘0’; the subsidiaries are numbered in order starting from ‘1’. The same company shall have the same number.
Note 2: The numbers filled in for the nature of loans are as follows:
(1) Business transaction: 1.
- (2) Short-term financing: 2.
Note 3: Ceiling on total loans granted and limit on loans granted to a single party as prescribed in WEI-CHUAN(BVI) CO., LTD.’s “Procedures for Provision of Loans” are as follows:
-
(1) Ceiling on total loans granted by WEI-CHUAN(BVI) CO., LTD. is 40% of net asset value based on the latest consolidated financial statements audited (reviewed) by independent auditors.
-
(2) For short-term financing, limit on loans granted to a single party by WEI-CHUAN(BVI) CO., LTD. is 20% of net asset value based on the latest consolidated financial statements audited (reviewed) by independent auditors.
-
(3) For loans granted between overseas companies in which WEI-CHUAN(BVI) CO., LTD. or Wei Chuan Foods Corporation holds100% of the voting shares directly or indirectly, ceiling on total loans granted is 100% of net asset value based on the latest consolidated financial statements audited (reviewed) by independent auditors.
Limit on loans granted to a single party is 100% of WEI-CHUAN(BVI) CO., LTD.’s net asset value based on the latest consolidated financial statements audited (reviewed) by independent auditors.
Note 4: Ceiling on total loans granted and limit on loans granted to a single party as prescribed in HANGZHOU WEI-CHUAN FOOD CO., LTD.’s “Procedures for Provision of Loans” are as follows:
-
(1) Ceiling on total loans granted by HANGZHOU WEI-CHUAN FOOD CO., LTD. is 40% of net asset value based on the latest consolidated financial statements audited (reviewed) by independent auditors.
-
(2) For short-term financing, limit on loans granted to a single party by HANGZHOU WEI-CHUAN FOOD CO., LTD. is 20% of net asset value based on the latest consolidated financial statements audited (reviewed) by independent auditors.
-
(3) For loans granted between overseas companies in which HANGZHOU WEI-CHUAN FOOD CO., LTD. or Wei Chuan Foods Corporation holds100% of the voting shares directly or indirectly, WEI-CHUAN(BVI) CO., LTD.’s ceiling on total loans granted is 100% of HANGZHOU WEI-CHUAN FOOD CO., LTD.’s net asset value based on the latest consolidated financial statements audited (reviewed) by independent auditors.
Limit on loans granted to a single party is 50% of HANGZHOU WEI-CHUAN FOOD CO., LTD.’s net asset value based on the latest consolidated financial statements audited (reviewed) by independent auditors.
Note 5: Ceiling on total loans granted and limit on loans granted to a single party as prescribed in KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD.’s “Procedures for Provision of Loans” are as follows:
-
(1) Ceiling on total loans granted by KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD. is 40% of net asset value based on its latest financial statements.
-
(2) For short-term financing, limit on loans granted to a single party by KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD. is 20% of net asset value based on its latest financial statements.
-
(3) For loans granted between overseas companies in which KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD. or Wei Chuan Foods Corporation holds100% of the voting shares directly or indirectly, ceiling on total loans granted is 100% of KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD.’s net asset value based on its latest financial statements.
Limit on loans granted to a single party is 50% of KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD.’s net asset value based on its latest financial statements.
- Note 6: In order to focus on the core business, the Group transferred its entire equity interest of 51% in WANG DE XING TEA COMPANY and negotiated a repayment. However, the Group made full loss allowance in 2016 after considering the risk of default on the loan.
Table 1, page 2
Wei Chuan Foods Corporation and subsidiaries
Provision of endorsements and guarantees to others Year ended December 31, 2020
Table 2
Expressed in thousands of NTD (Except as otherwise indicated)
| Number | Endorser/ guarantor |
Party being endorsed/guaranteed |
Party being endorsed/guaranteed |
Limit on endorsements/ guarantees provided for a single party (Note 2) |
Maximum outstanding endorsement/ guarantee amount as of December 31, 2020 (Note 3) |
Outstanding endorsement/ guarantee amount at December 31, 2020 (Note 4) |
Actual amount drawn down (Note 5) |
Amount of endorsements/ guarantees secured with collateral |
Ratio of accumulated endorsement/ guarantee amount to net asset value of the endorser/ guarantor company (Note 6) |
Ceiling on total amount of endorsements/ guarantees provided |
Provision of endorsements/ guarantees by parent company to subsidiary |
Provision of endorsements/ guarantees by subsidiary to parent company |
Provision of endorsements/ guarantees to the party in Mainland China |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Companyname | Relationship with the endorser/ guarantor (Note 1) |
|||||||||||||
| 0 0 0 1 1 1 |
Wei Chuan Foods Corporation Wei Chuan Foods Corporation Wei Chuan Foods Corporation HANGZHOU WEI- CHUAN FOOD CO., LTD. HANGZHOU WEI- CHUAN FOOD CO., LTD. HANGZHOU WEI- CHUAN FOOD CO., LTD. |
Cheng Shuen Nung Ranch Dairy Co., Ltd. Hangzhou Weichuan Biotechnology Foods Co., Ltd. CONCOURSE INTERNATIONAL INC. Hangzhou Weichuan Biotechnology Foods Co., Ltd. LANGFANG WEI- CHUAN FOODS CO., LTD. SUZHOU WEI-CHUAN FOODS CO., LTD. |
(2) (2) (2) (4) (4) (4) |
2,282,568 $ 2,282,568 2,282,568 2,998,009 2,998,009 2,998,009 |
435,000 $ 219,160 998,250 43,832 438,320 876,640 |
435,000 $ 218,300 854,400 43,660 - 873,200 |
435,000 $ 135,346 70,228 43,660 - 296,888 |
665,037 $ - - - - - |
6.35 3.19 12.48 1.46 - 29.13 |
6,847,705 $ 6,847,705 6,847,705 2,998,009 2,998,009 2,998,009 |
Y Y Y N N N |
N N N N N N |
N Y N Y Y Y |
Table 2, page 1
Note 1: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following seven categories; fill in the number of category each case belongs to:
-
(1) Having business relationship.
-
(2) The endorser/guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed subsidiary.
-
(3) The endorsed/guaranteed company owns directly and indirectly more than 50% voting shares of the endorser/guarantor parent company.
-
(4) The endorser/guarantor parent company owns directly and indirectly more than 90% voting shares of the endorsed/guaranteed company.
-
(5) Mutual guarantee of the trade made by the endorsed/guaranteed company or joint contractor as required under the construction contract.
-
(6) Due to joint venture, all shareholders provide endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.
-
(7) Joint guarantee of the performance guarantee for pre-sold home sales contract as required under the Consumer Protection Act.
Note 2: 1. Provision of endorsements and guarantees by Wei Chuan Foods Corporation:
-
(1) Ceiling on total amount of endorsements/guarantees provided is Wei Chuan Foods Corporation’s net asset value.
-
(2) Limit on endorsements/guarantees provided for a single party is a third of total amount of endorsements/guarantees provided by Wei Chuan Foods Corporation.
-
(3) Ceiling on total amount of endorsements/guarantees provided by Wei Chuan Foods Corporation and its subsidiaries is 1.2 times of Wei Chuan Foods Corporation’s net asset value. Limit on endorsements/guarantees provided by Wei Chuan Foods Corporation and its subsidiaries for a single party is a third of total amount of endorsements/guarantees provided.
-
Provision of endorsements and guarantees by HANGZHOU WEI-CHUAN FOOD CO., LTD.:
-
(1) Ceiling on total amount of endorsements/guarantees provided is the net asset value based on its latest consolidated financial statements audited (reviewed) by independent auditors.
-
(2) Limit on endorsements/guarantees provided for a single party is the total amount of endorsements/guarantees provided by HANGZHOU WEI-CHUAN FOOD CO., LTD.
-
(3) Ceiling on total amount of endorsements/guarantees provided by HANGZHOU WEI-CHUAN FOOD CO., LTD. and its subsidiaries is 1.2 times of HANGZHOU WEI-CHUAN FOOD CO., LTD.’s net asset value based on its latest consolidated financial statements audited (reviewed) by independent auditors. Limit on endorsements/guarantees provided by HANGZHOU WEI-CHUAN FOOD CO., LTD. and its subsidiaries for a single party is the total amount of endorsements/guarantees provided. Note 3: Fill in the year-to-date maximum outstanding balance of endorsements/guarantees provided as of the reporting period.
-
Note 4: Fill in the amount approved by the Board of Directors or the chariman if the chairman has been authorised by the Board of Directors based on subparagraph 8, Article 12 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies Note 5: The actual amount of endorsements/guarantees used by the endorsed/guaranteed company.
Note 6: For endorsements/guarantees provided by the Company, the net asset value is based on the Company’s latest financial statements.
For endorsements/guarantees provided by HANGZHOU WEI-CHUAN FOOD CO., LTD., the net asset value is based on the entity’s consolidated financial statements audited (reviewed) by independent auditors.
Table 2, page 2
Wei Chuan Foods Corporation and subsidiaries
Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)
Year ended December 31, 2020
| Securities held by Table 3 |
Marketable securities | Relationship with the securities issuer |
General ledger account |
Bookvalue Ownership (%) Fairvalue Footnote As of December31,2020 (Except as otherwise indicated) Expressed in thousands of NTD |
Bookvalue Ownership (%) Fairvalue Footnote As of December31,2020 (Except as otherwise indicated) Expressed in thousands of NTD |
Bookvalue Ownership (%) Fairvalue Footnote As of December31,2020 (Except as otherwise indicated) Expressed in thousands of NTD |
Bookvalue Ownership (%) Fairvalue Footnote As of December31,2020 (Except as otherwise indicated) Expressed in thousands of NTD |
|
|---|---|---|---|---|---|---|---|---|
| Number of shares | Bookvalue | Ownership (%) |
Fairvalue | |||||
| Wei Chuan Foods Corporation Wei Chuan Foods Corporation Wei Chuan Foods Corporation Wei Chuan Foods Corporation Wei Chuan Foods Corporation Wei Chuan Foods Corporation KANG CHUAN ENGINEERING CO., LTD. KANG CHUAN ENGINEERING CO., LTD. KANG CHUAN ENGINEERING CO., LTD. KANG CHUAN ENGINEERING CO., LTD. WEI-CHUAN INTERNATIONAL LIMITED WEI-CHUAN INTERNATIONAL LIMITED WEI-CHUAN ASIAN INVESTMENT LIMITED |
Stock of CONNECTION INVESTMENT CO., LTD. Stock of COCORD BUILDERS ENTERPRISE CO., LTD. Stock of AN LI INVESTMENT CO., LTD. Stock of RAINIER INVESTMENT CO., LTD. Stock certificate of LI JIA CONSTRUCTION LTD. GUANG CHANG INVESTMENT & DEVELOPMENT CO., LTD. Stock of COCORD BUILDERS ENTERPRISE CO., LTD. Stock of CONNECTION INVESTMENT CO., LTD. Stock of RAINIER INVESTMENT CO., LTD. Stock of AN LI INVESTMENT CO., LTD. Stock certificate of Shanghai Wei Chuan Foods Industrial Co., Ltd. Stock certificate of Kuiling Wei-Chuan Food Ltd. Stock certificate of Kuiling Wei-Chuan Food Ltd. |
None None None None None None None None None None None None None None |
Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss |
1,380,000 22,340,197 3,329,500 3,329,500 Note - 545,431 41,400 82,650 82,650 Note Note Note |
17,500 $ - - - 5,617 10,000 |
16.67 10.75 18.50 18.50 18.36 - 0.26 0.50 0.46 0.46 19.00 10.77 5.10 |
17,500 $ - - - 5,617 10,000 |
|
| 33,117 $ |
33,117 $ |
|||||||
| - $ 335 - - - - - |
- $ 335 - - - - - |
|||||||
| 335 $ |
335 $ |
Note: The investee is a limited company without shares.
Table 3, page 1
Wei Chuan Foods Corporation and subsidiaries
Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company's paid-in capital
Year ended December 31, 2020
| Table 4 Investor |
Marketable securities (Note1) |
General ledgeraccount |
Counterparty (Note2) |
Relationship with theinvestor |
Balance as at January1,2020 | Balance as at January1,2020 | Addition(Note 3) | Addition(Note 3) | Disposal(Note 3) | Disposal(Note 3) | Balance as atDecember31,2020 Expressed in thousands of NTD (Except as otherwise indicated) |
Balance as atDecember31,2020 Expressed in thousands of NTD (Except as otherwise indicated) |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Amount | Number of shares |
Amount | Number of shares |
Selling price | Bookvalue | Gain (loss) ondisposal |
Number of shares |
Amount | |||||
| Wei Chuan Foods Corporation |
Cheng Shuen Nung Ranch Dairy Co., Ltd.- common stocks |
Investments accounted for using the equity method |
Cheng Shuen Nung Ranch Dairy Co., Ltd. |
Subsidiary | - | $ - | 57,929,989 | $ 753,035 | - | $ - | $ - | $ - | 57,929,989 | $ 753,035 |
Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities
Note 2: Fill in the columns the counterparty and relationship if securities are accounted for under the equity method; otherwise leave the columns blank.
Note 3: Aggregate purchases and sales amounts should be calculated separately at their market values to verify whether they individually reach NT$300 million or 20% of paid-in capital or more.
-
Note 4: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.
-
Note 5: In April 2020, the Company invested and established wholly owned subsidiary, Cheng Shuen Nung Ranch Dairy Co., Ltd.("Cheng Shuen Nung"), in cash in the amount of $30,000. Based on the resolutions of the Board of Directors on May 11, 2020 and of the shareholders on June 23, 2020, the Company spun-off ranch related business (including assets, liabilities and operation) to Cheng Shuen Nung. The effective date for the spin-off was set on December 31, 2020. Also, Cheng Shuen Nung increased its capital by issuing shares at a par value of NT$ 10. Among the new issuance, 54,929,989 shares with voting rights were issued to the Company as a consideration to receiving the ranch business valued at $723,035, the carrying amount of common stocks which were acquired was $753,035.
Table 4, page 1
Wei Chuan Foods Corporation
Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more
Year ended Decmeber 31, 2020
Table 5
Expressed in thousands of NTD (Except as otherwise indicated)
(Note 4) (Note 4) (Note 4) Relationship Basis or reference Real estate Transaction date or Date of Disposal Status of collection Gains (losses) with the Reason for used in setting the Other disposed by Real estate date of the event acquisition Book value amount of proceeds on disposal Counterparty seller disposal price commitments WEI CHUAN Property of ranch Note 4 1972 $ 663,533 $ 663,533 Note 4 _ Cheng Shuen Subsidiaries Fulfill Carrying amount FOODS business to 2017 Nung Ranch Dairy specialisation to on the effective CORPORATION Co., Ltd. enhance date of spin-off competitiveness and management performance
-
Note 1: The appraisal result should be presented in the ‘Basis or reference used in setting the price’ column if the real estate disposed of should be appraised pursuant to the regulations.
-
Note 2: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.
-
Note 3: Date of the event referred to herein is the date of contract signing date, date of payment, date of execution of a trading order, date of title transfer, date of board resolution, or other date that can confirm the counterparty and the monetary amount of the transaction, whichever is earlier.
-
Note 4: In April 2020, the Company invested and established wholly owned subsidiary, Cheng Shuen Nung Ranch Dairy Co., Ltd.(Cheng Shuen Nung), in cash in the amount of $30,000. Based on the resolutions of the Board of Directors on May 11, 2020 and of the shareholders on June 23, 2020, the Company spun-off ranch related business (including assets, liabilities and operation) to Cheng Shuen Nung. The effective date for the spin-off was set on
-
December 31, 2020. Also, Cheng Shuen Nung increased its capital by issuing shares at a par value of NT$ 10. Among the new issuance, 54,929,989 shares with voting rights were issued to the Company as a consideration to receiving the ranch business valued at $723,035, The carrying amount of the property which was spun off was $663,533.
Table 5, Page 1
Wei Chuan Foods Corporation and subsidiaries
Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more
Year ended December 31, 2020
Table 6
| Purchaser/seller Table 6 |
Counterparty | Relationship with the counterparty |
Transaction | compared to third party transactions Differences in transaction terms |
Percentage of total notes/accounts Balance receivable (payable) Footnote (Except as otherwise indicated) Expressed in thousands of NTD |
||||||
| Purchases (sales) |
Amount | Percentage of total purchases (sales) |
Credit term | Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| Wei Chuan Foods Corporation Wei Chuan Foods Corporation CONCOURSE INTERNATIONAL INC. KING CAN INDUSTRY CORPORATION HANGZHOU WEI-CHUAN FOOD CO., LTD. HANGZHOU WEI-CHUAN FOOD CO., LTD. Hangzhou Weichuan Biotechnology Foods Co., Ltd. HANGZHOU WEI-CHUAN FOOD CO., LTD. HANGZHOU CONCOURSE TRADING CO., LTD. |
KING CAN INDUSTRY CORPORATION CONCOURSE INTERNATIONAL INC. Wei Chuan Foods Corporation Wei Chuan Foods Corporation SHANGHAI DINGSHI WAREHOUSE CO.,LTD Hangzhou Weichuan Biotechnology Foods Co., Ltd. HANGZHOU WEI-CHUAN FOOD CO., LTD. CONCOURSE INTERNATIONAL INC. CONCOURSE INTERNATIONAL INC. |
Parent company to subsidiary Parent company to subsidiary Subsidiary to parent company Subsidiary to parent company Second-tier subsidiary to other related party Second-tier subsidiary to second-tier subsidiary Second-tier subsidiary to second-tier subsidiary Second-tier subsidiary to subsidiary Second-tier subsidiary to subsidiary |
Purchases Purchases Sales Sales Sales Purchases Sales Purchases Purchases |
448,176 $ 333,875 333,875) ( 448,176) ( 843,545) ( 156,001 156,001) ( 363,118 158,865 |
0.11 0.08 0.56 0.46 0.09 0.02 0.49 0.07 0.84 |
60 - 90 days 60 - 90 days 60 - 90 days 60 - 90 days 30 - 45 days 30 days 30 days 30 days 60 days |
In accordance with agreement No significant difference from general transactions No significant difference from general transactions In accordance with agreement No significant difference from general transactions In accordance with agreement In accordance with agreement In accordance with agreement No significant difference from general transactions |
No significant difference from general transactions No significant difference from general transactions No significant difference from general transactions No significant difference from general transactions No significant difference from general transactions No significant difference from general transactions No significant difference from general transactions No significant difference from general transactions No significant difference from general transactions |
84,278) ($ 72,147) ( 72,147 84,278 197,318 30,807) ( 30,807 10,837) ( 5,554) ( |
0.13 0.11 0.48 0.40 0.14 0.03 0.82 0.01 1.00 |
Table 6, page 1
Differences in transaction terms
| Differences in transaction terms | Differences in transaction terms | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchaser/seller | Counterparty | Relationship with the counterparty |
Transaction | compared to third party transactions |
Footnote | ||||||
| Purchases (sales) |
Amount | Percentage of total purchases (sales) |
Credit term | Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| HANGZHOU WEI-CHUAN FOOD CO., LTD. LANGFANG WEI-CHUAN FOODS CO., LTD. HANGZHOU WEI-CHUAN FOOD CO., LTD. |
LANGFANG WEI-CHUAN FOODS CO., LTD. HANGZHOU WEI-CHUAN FOOD CO., LTD. CHAMPION LINKER CORP. |
Second-tier subsidiary to second-tier subsidiary Second-tier subsidiary to second-tier subsidiary Second-tier subsidiary to other related party |
Purchases Sales Purchases |
854,739 $ 854,739) ( 123,360 |
0.17 1.00 0.02 |
30 days 30 days 30 days |
No significant difference from general transactions No significant difference from general transactions No significant difference from general transactions |
No significant difference from general transactions No significant difference from general transactions No significant difference from general transactions |
126,337) ($ 126,337 3,087) ( |
0.13 1.00 - |
Table 6, page 2
Wei Chuan Foods Corporation and subsidiaries
Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more
Year ended December 31, 2020
| Table 7 Creditor |
Counterparty | Relationship withthe counterparty |
Balance as at December31,2020 |
Turnover rate | Overduereceivables | Overduereceivables | Amount collected subsequent to the Allowance for balance sheet date accounts Expressed in thousands of NTD (Except as otherwise indicated) |
Amount collected subsequent to the Allowance for balance sheet date accounts Expressed in thousands of NTD (Except as otherwise indicated) |
|---|---|---|---|---|---|---|---|---|
| Amount | Actiontaken | |||||||
| LANGFANG WEI-CHUAN FOODS CO., LTD. HANGZHOU WEI-CHUAN FOOD CO., LTD. HANGZHOU WEI-CHUAN FOOD CO., LTD. KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD. |
HANGZHOU WEI-CHUAN FOOD CO., LTD. SHANGHAI DINGSHI WAREHOUSE CO.,LTD LANGFANG WEI-CHUAN FOODS CO., LTD. LANGFANG WEI-CHUAN FOODS CO., LTD. |
Second-tier subsidiary to second-tier subsidiary Second-tier subsidiary to other related party Second-tier subsidiary to second-tier subsidiary Second-tier subsidiary to second-tier subsidiary |
126,337 $ 197,318 458,430 122,248 |
8.17 3.61 N/A N/A |
- $ - - - |
None None None None |
126,337 $ 196,703 - - |
- $ - - - |
Table 7, page 1
Wei Chuan Foods Corporation and subsidiaries
Significant inter-company transactions during the reporting periods
Year ended December 31, 2020
| Year ended December 31, 2020 | |||||||
|---|---|---|---|---|---|---|---|
| Number Table 8 |
Companyname | Counterparty | Relationship | Transaction (Except as otherwise indicated) Expressed in thousands of NTD |
|||
| General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets(Note3) |
||||
| 0 0 0 1 0 0 1 3 1 1 2 1 1 |
Wei Chuan Foods Corporation Wei Chuan Foods Corporation Wei Chuan Foods Corporation HANGZHOU WEI-CHUAN FOOD CO., LTD. Wei Chuan Foods Corporation Wei Chuan Foods Corporation HANGZHOU WEI-CHUAN FOOD CO., LTD. HANGZHOU CONCOURSE TRADING CO., LTD. HANGZHOU WEI-CHUAN FOOD CO., LTD. HANGZHOU WEI-CHUAN FOOD CO., LTD. KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD. HANGZHOU WEI-CHUAN FOOD CO., LTD. HANGZHOU WEI-CHUAN FOOD CO., LTD. |
CONCOURSE INTERNATIONAL INC. Hangzhou Weichuan Biotechnology Foods Co., Ltd. Cheng Shuen Nung Ranch Dairy Co., Ltd. SUZHOU WEI-CHUAN FOODS CO., LTD. KING CAN INDUSTRY CORPORATION CONCOURSE INTERNATIONAL INC. CONCOURSE INTERNATIONAL INC. CONCOURSE INTERNATIONAL INC. LANGFANG WEI-CHUAN FOODS CO., LTD. Hangzhou Weichuan Biotechnology Foods Co., Ltd. LANGFANG WEI-CHUAN FOODS CO., LTD. LANGFANG WEI-CHUAN FOODS CO., LTD. Hangzhou Weichuan Biotechnology Foods Co., Ltd. |
Parent company to subsidiary Parent company to second-tier subsidiary Parent company to second-tier subsidiary Second-tier subsidiary to second-tier subsidiary Parent company to subsidiary Parent company to subsidiary Second-tier subsidiary to subsidiary Second-tier subsidiary to subsidiary Second-tier subsidiary to second-tier subsidiary Second-tier subsidiary to second-tier subsidiary Second-tier subsidiary to second-tier subsidiary Second-tier subsidiary to second-tier subsidiary Second-tier subsidiary to second-tier subsidiary |
Provision of endorsements and guarantees Provision of endorsements and guarantees Provision of endorsements and guarantees Provision of endorsements and guarantees Purchases Purchases Purchases Purchases Purchases Purchases Other receivables Other receivables Account payable |
854,400 $ 435,000 218,300 873,200 448,176 333,875 363,118 158,865 854,739 156,001 122,248 458,430 126,337 |
Note 1 Note 1 Note 1 Note 1 In accordance with agreement Same as third parties In accordance with agreement Same as third parties Same as third parties Same as third parties Note 3 Note 3 Same as third parties |
N/A N/A N/A N/A 2.40% 1.79% 1.95% 0.85% 4.58% 0.84% 0.68% 2.54% 0.70% |
Note 1: The endorsements and guarantees were provided in accordance with Procedures for Provision of Endorsements and Guarantees to Others, and the transaction amount was the outstanding endorsement/guarantee amount at the end of the year.
Note 2: Individual transaction amounts less than $100 million are not disclosed. In addition, the same transactions are not disclosed twice.
Note 3: The loans were granted in accordance with Procedures for Provision of Loans, and the transaction amount was the actual amount drawn down.
Table 8, page 1
Wei Chuan Foods Corporation and subsidiaries
Information on investees Year ended December 31, 2020
| Information on investees Year ended December 31, 2020 |
Information on investees Year ended December 31, 2020 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor Table 9 |
Investee | Location | Main business activities |
Initial investment amount | Shares held as at December 31,2020 | Net profit (loss) of the investee for the year ended Dcember 31,2020 |
Investment income(loss) recognised by the Company for the year ended December 31,2020 Footnote (Except as otherwise indicated) Expressed in thousands of NTD |
||||
| Balance as at December 31,2020 |
Balance as at December 31,2019 |
Number of shares | Ownership (%) | Book value | |||||||
| Wei Chuan Foods Corporation Wei Chuan Foods Corporation Wei Chuan Foods Corporation Wei Chuan Foods Corporation Wei Chuan Foods Corporation Wei Chuan Foods Corporation Wei Chuan Foods Corporation Wei Chuan Foods Corporation Wei Chuan Foods Corporation Wei Chuan Foods Corporation KING CAN INDUSTRY CORPORATION |
KING CAN INDUSTRY CORPORATION CONCOURSE INTERNATIONAL INC. CHINA YOUTH CO., LTD. WEI-CHUAN INTERNATIONAL LIMITED WEI-CHUAN(BVI) CO., LTD. FU TING FOODS CO., LTD. KANG CHUAN ENGINEERING CO., LTD. THAI WEI-CHUAN CO., LTD. WEI-CHUAN ASIAN INVESTMENT LIMITED Cheng Shuen Nung Ranch Dairy Co., Ltd. KingCan (BVI) Corporation |
Taiwan Taiwan Taiwan British Virgin Islands British Virgin Islands Taiwan Taiwan Thailand Hong Kong Taiwan British Virgin Islands |
Process, manufacture and trade of tinplate products such as tin cans, tin boxes and bottle caps General import and export trade business Trade of vegetables and fruits as well as agricultural and fishery products General investment General investment Livestock farm management Planning, design and implementation of construction projects Food processing General investment Livestock farm management General investment |
- $ 1,959,112 212,041 787,549 2,547,071 75,000 377,499 37,919 - 753,035 123,213 |
- $ 1,959,112 212,041 787,549 2,547,071 75,000 404,551 37,919 - - 123,213 |
34,539,451 14,034,753 8,481,905 - - 7,500,000 35,113,408 390,000 - 57,929,989 - |
98.68 99.99 99.79 100.00 100.00 37.50 99.85 60.00 1.00 100.00 100.00 |
577,905 $ 220,537 8,002 56,321 3,715,641 17,686 205,430 7,829) ( 1) ( 752,831 275,616 |
73,115 $ 56,645 27) ( 3,744 189,661 1,654) ( 703 - 6,496) ( 204) ( 6,482 |
70,681 $ 52,083 27) ( 3,744 189,661 620) ( 702 - 65) ( 204) ( 6,482 |
- - Note 3 Note 1 Notes 1 and 2 - Note 4 - Note 1 - Notes 1 and 2 |
Table 9, page 1
| Investor | Investee | Location | Main business activities |
Initial investment amount | Initial investment amount | Shares held as at December 31,2020 | Shares held as at December 31,2020 | Shares held as at December 31,2020 | Net profit (loss) of the investee for the year ended Dcember 31,2020 |
income(loss) recognised by the Company for the year ended December 31,2020 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31,2020 |
Balance as at December 31,2019 |
Number of shares | Ownership (%) | Book value | |||||||
| CONCOURSE INTERNATIONAL INC. WEI-CHUAN INTERNATIONAL LIMITED WEI-CHUAN ASIAN INVESTMENT LIMITED |
CONCOURSE INTERNATIONAL LIMITED WEI-CHUAN ASIAN INVESTMENT LIMITED HEALTH CAN DEVELOPMENT LIMITED |
Samoa Hong Kong Hong Kong |
General investment General investment General investment |
25,673 $ 255 4 |
25,673 $ 255 4 |
- - - |
100.00 99.00 75.00 |
31,257 $ 182) ( - |
3,518 $ 6,496) ( 168) ( |
3,518 $ 6,431) ( - |
Notes 1 and 2 Note 1 Note 1 |
Note 1: The investee is a limited company without shares.
Note 2: Information relating to the Company’s investment in the investees in Mainland China through investee companies, WEI-CHUAN(BVI) CO., LTD., KingCan (BVI) Corporation and CONCOURSE INTERNATIONAL LIMITED is provided in table 8. Note 3: The Company’s 99.79% owned investee, CHINA YOUTH CO., LTD., was dissolved as approved by its shareholders in November 2016 and the dissolution was approved by the competent authority in January 2017. Note 4: The Company’s 99.85% owned investee, KANG CHUAN ENGINEERING CO., LTD., was dissolved as resolved by its Board of Directors in December 2016.
Table 9, page 2
Wei Chuan Foods Corporation and subsidiaries
Information on investments in Mainland China Year ended December 31, 2020
| Investee in Mainland China Table 10 |
Main business activities |
Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January1,2020 |
Amount remitted back to Taiwan for the year ended December 31,2020 to Mainland China/ Amount remitted from Taiwan |
Amount remitted back to Taiwan for the year ended December 31,2020 to Mainland China/ Amount remitted from Taiwan |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31,2020 |
Net income of investee as of December 31,2020 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Group for the year ended December 31,2020 |
Book value of investments in Mainland China as of December 31,2020 |
Accumulated amount of investment income remitted back to Taiwan as of December 31,2020 Footnote Expressed in thousands of NTD (Except as otherwise indicated) |
Accumulated amount of investment income remitted back to Taiwan as of December 31,2020 Footnote Expressed in thousands of NTD (Except as otherwise indicated) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
||||||||||||
| Fuzhou Kefu Convenient Food Co., Ltd. Kuiling Wei-Chuan Food Ltd. HEILONGJIANG WEI CHUAN FOOD CO. HEILONGJIANG WEI CHUAN DAIRY CO. Shanghai Wei Chuan Foods Industrial Co., Ltd. Hangzhou Weichuan Biotechnology Foods Co., Ltd. HANGZHOU WEI- CHUAN FOOD CO., LTD. WEI CHUAN FOODS INVESTMENT CO., LTD. KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD. HANGZHOU CONCOURSE TRADING CO., LTD. |
Instant noodles Monosodium glutamate (MSG) Condiments and other products Dairy and other products Instant noodles and other products Manufacture and sale of food products such as milk powder, rice and wheat powder and solid drinks Manufacture and brand marketing of refrigerated dairy beverages General investment Manufacture of food molds and injection molds General import and export trade business |
48,440 $ 284,325 72,633 249,163 136,238 326,435 1,268,366 450,319 224,813 25,165 |
3 3 2 2 2 2 2 2 2 2 |
15,602 $ 44,349 19,896 121,501 22,278 326,435 1,268,366 450,319 98,716 25,165 |
- $ - - - - - - - - - |
- $ - - - - - - - - - |
15,602 $ 44,349 19,896 121,501 22,278 326,435 1,268,366 450,319 98,716 25,165 |
- $ - - - - 114,083) ( 266,131 33,328 6,475 3,515 |
37.50 15.87 67.00 70.00 19.00 100.00 100.00 100.00 98.68 99.99 |
- $ - - - - 114,083) ( 266,131 33,328 6,389 3,515 |
- $ - - - - 37,739) ( 3,049,100 568,348 275,231 30,794 |
- $ - - - - - 513,959 - 278,426 - |
- - Note 5 Note 5 Note 5 Note 6 Note 6 Note 6 Notes 7 Notes 8 |
Table 10, page 1
| Investee in Mainland China |
Main business activities |
Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January1,2020 |
Amount remitted back to Taiwan for the year ended December 31,2020 to Mainland China/ Amount remitted from Taiwan |
Amount remitted back to Taiwan for the year ended December 31,2020 to Mainland China/ Amount remitted from Taiwan |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31,2020 |
Net income of investee as of December 31,2020 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Group for the year ended December 31,2020 |
Book value of investments in Mainland China as of December 31,2020 |
Accumulated amount of investment income remitted back to Taiwan as of December 31,2020 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
||||||||||||
| LANGFANG WEI- CHUAN FOODS CO., LTD. SUZHOU WEI-CHUAN FOODS CO., LTD. |
Manufacture and brand marketing of refrigerated dairy beverages Manufacture and brand marketing of refrigerated dairy beverages |
449,250 386,361 |
2 2 |
- - |
- - |
- - |
- - |
33,545 4,568) ( |
100.00 100.00 |
33,545 4,568) ( |
564,831 366,767 |
- - |
Notes 9 Notes 10 |
Table 10, page 2
| Companyname | Accumulated amount of remittance from Taiwan to Mainland China as of December31,2020 |
Investment amount approved by the Investment Commission of the Ministry of Economic Affairs(MOEA) |
Ceiling on investments in Mainland China imposed by the Investment Commission of MOEA(Note 4) |
|---|---|---|---|
| Wei Chuan Foods Corporation | $ 3,194,141 | $ 2,525,369 | $ 4,113,473 |
Note 1: Investment methods are classified into the following three categories; fill in the number of category each case belongs to:
-
(1) Directly invest in a company in Mainland China..
-
(2) Through investing in an existing company in the third area, which then invested in the investee in Mainland China.
-
(3) Others
Note 2: Investment income (loss) recognised by the Group for the current year was valued based on each investee’s self-prepared financial statements of the same reporting period that were not audited or reviewed by independent auditors.
Note 3: The amounts shown in the table are expressed in New Taiwan dollars. Additionally, paid-in capital is translated using the exchange rates at the time of initial investment.
Note 4: The ceiling is 60% of consolidate net asset value in accordance with the regulations.
Note 5: The Company acquired 67%, 70% and 19% equity interest in HEILONGJIANG WEI CHUAN FOOD CO., HEILONGJIANG WEI CHUAN DAIRY CO. and Shanghai Wei Chuan Foods Industrial Co., Ltd., respectively, through its direct wholly-owned investee company, WEI-CHUAN INTERNATIONAL LIMITED.
Note 6: The Company acquired 100% equity interest in Hangzhou Weichuan Biotechnology Foods Co., Ltd., HANGZHOU WEI-CHUAN FOOD CO., LTD. and WEI CHUAN FOODS INVESTMENT CO., LTD. through its direct wholly-owned investee company, WEI-CHUAN(BVI) CO., LTD.
Note 7: The Company acquired 98.68% equity interest in KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD. through its indirect 98.68% owned investee company, KingCan (BVI) Corporation. Note 8: The Company acquired 99.99% equity interest in HANGZHOU CONCOURSE TRADING CO., LTD. through its indirect 99.99% owned investee company, CONCOURSE INTERNATIONAL LIMITED. Note 9: The Company acquired 100% equity interest in LANGFANG WEI-CHUAN FOODS CO., LTD. through its indirect wholly-owned investee company, WEI CHUAN FOODS INVESTMENT CO.
Note 10: The Company acquired 100% equity interest in SUZHOU WEI-CHUAN FOODS CO., LTD. through its indirect wholly-owned investee company, HANGZHOU WEI-CHUAN FOOD CO., LTD.
Table 10, page 3
Wei Chuan Foods Corporation and subsidiaries
Significant transactions conducted with investees in Mainland China directly or indirectly through other companies in the third areas Year ended December 31, 2020
| Investee in Mainland China Table 11 |
Sale(purchase) | Sale(purchase) | Propertytransaction | Propertytransaction | (payable) Accounts receivable |
(payable) Accounts receivable |
or collaterals endorsements/guarantees Provision of |
or collaterals endorsements/guarantees Provision of |
Financing | Financing | Interest during the year ended December 31,2020 Others (Except as otherwise indicated) Expressed in thousands of NTD |
Interest during the year ended December 31,2020 Others (Except as otherwise indicated) Expressed in thousands of NTD |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | December 31,2020 | % | Balance at December 31,2020 |
Purpose | Maximum balance during the year ended December 31,2020 |
Balance at December 31,2020 |
Interest rate | Interest during the year ended December 31,2020 |
||
| Hangzhou Weichuan Biotechnology Foods Co., Ltd. |
$ - | - | $ - | - | $ - | - | $ 218,300 | Provision of endorsements and guarantees on loans |
$ - | - $ |
- | - $ |
- |
Note: Individual transaction amounts less than $100 million are not disclosed.
Table 11, page 1
Wei Chuan Foods Corporation and subsidiaries
Major shareholders information
Year ended December 31, 2020
Table 12
| Table 12 | |||
|---|---|---|---|
| Name of major shareholders | Shares | ||
| Number of shares held(common shares) | Number of shares held(preference shares) | Ownership (%) | |
| KANG CHENG CO., LTD. KANG CHAU COMPANY LTD. KONG SHENG INVESTMENT CORP. KONG CHING CORP. LTD. KONG FA INVESTMENT CORP. |
50,523,000 50,407,000 36,688,000 35,880,000 29,828,000 |
- - - - - |
9.98% 9.96% 7.24% 7.09% 5.89% |
Note 1: The major shareholders information was derived from the data that the Company issued common shares (including treasury shares) and preference shares in dematerialised form which were registered and held by the shareholders above 5% on the last operating date of each quarter and was calculated by Taiwan Depository & Clearing Corporation. The share capital which was recorded in the financial statements may differ from the actual number of shares issued in dematerialised form because of a different calculation basis.
- Note 2: If the aforementioned data contains shares which were held in trust by the shareholders, the data disclosed is the settlor’s separate account for the fund set by the trustee. As for the shareholder who reports share equity as an insider whose shareholding ratio is greater than 10% in accordance with Securities and Exchange Act, the shares include the self-owned shares and shares held in trust, and at the same time, the shareholder has the power to decide how to allocate the trust assets. The information on the reported share equity of insider is provided in the “Market Observation Post System”.
Table 12, page 1