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WEI CHUAN — Audit Report / Information 2021
Nov 11, 2021
51742_rns_2021-11-11_5a61721f-5710-4287-a5a2-acf14d75a716.pdf
Audit Report / Information
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WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS’ REPORT DECEMBER 31, 2021 AND 2020
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, 2021, 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 23, 2022
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INDEPENDENT AUDITORS’ REPORT
PWCR21000428
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, 2021 and 2020, 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, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and 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 audits of the consolidated financial statements 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. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2021 consolidated financial statements. These matters were addressed in the context
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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 2021 consolidated financial statements are stated as follows:
Estimation of sales incentives
Description
Refer to Note 4(30) for accounting policy on revenue, Note 5(2) for the uncertainty of accounting judgments, assumptions and estimates in relation to revenue recognition and Note 6(22) for details of revenue.
The Group enters into different sales incentive agreements with different sales customers due to the nature of the industry. The Group pays incentives to sales customers if they meet the sales targets at various reward and promotion activities that the Group launches over a number of periods for cooperating with customers and distributors to promote products. International Financial Reporting Standards require that if sales incentives are substantively linked to operating revenue, the Group shall combine the two transactions and record the sales incentives as a deduction item to operating revenue. The Group calculates and estimates the sales incentive amounts based on the actual sales amounts and the contract terms negotiated with sales customers. Given that the aforementioned process to recognise sales incentives usually involves management judgment and the calculations are relatively complicated, we consider the estimation of sales incentives a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
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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.
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Performed tests of subsequent deductions and write-offs for the balances of incentives payable that are material on the balance sheet date.
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Evaluation of inventories
Description
Refer to Note 4(13) for accounting policy on inventory evaluation, Note 5(2) for critical judgement in relation to inventory evaluation, and Note 6(4) for details of inventories.
The Group is primarily engaged in the manufacture and sale of dairy products, beverages and soy sauce. Due to the high competitiveness of similar products in the food market, the growing consumer awareness of food safety in recent years and the short shelf-life of most dairy products, there is a higher risk of inventories losing value or becoming obsolete if the products are not selling as expected.
The Group applies judgments and estimates in determining the net realisable value of inventories on balance sheet date and then writes down the inventory costs to the net realisable value. Given that the inventories are the main operating assets for the Group, the evaluation of inventories involves management judgments and evaluation amounts are material to the financial statements, we consider the evaluation of inventories a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
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Obtained the policies for inventory valuation and determined whether the policies applied in provision of allowance for inventory valuation losses in the different periods are in agreement.
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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 statements
We have audited and expressed an unqualified opinion on the parent company only financial statements of Wei Chuan Food Corporation as at and for the years ended December 31, 2021 and 2020.
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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 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: 1. 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
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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
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matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Wu, Yu-Lung[Huang, Shih-Chun ]
For and on Behalf of PricewaterhouseCoopers, Taiwan March 23, 2022
------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
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WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(3) 6(3) 6(3) and 7(2) 7(2) 6(4) 7(2) 6(2) 6(1) and 8 6(5) 6(6) and 8 6(7) 6(8) and 8 6(9) 6(10) 6(28) 6(11) |
December 31, 2021 AMOUNT % $1,292,071742,996-2,365,74213220,2611111,64813,096-1,383,6098490,772316,376-5,926,5713333,452-8,000-18,060-9,170,59851775,4414222,4531164,4561135,76011,181,9617322,342212,032,52367$17,959,094100 |
December 31, 2020 | December 31, 2020 |
|---|---|---|---|---|
AMOUNT$1,292,07142,9962,365,742220,261111,6483,0961,383,609490,77216,3765,926,57133,4528,00018,0609,170,598775,441222,453164,456135,7601,181,961322,34212,032,523$17,959,094 |
AMOUNT$1,905,43121,9962,277,509213,94682,4764,2411,204,996158,5636,1985,875,35633,4528,00017,6869,426,888629,264131,801174,911121,7441,348,994263,42512,156,165$18,031,521 |
% | ||
| 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 1535 Non-current financial assets at amortised cost 1550 Investments accounted for using the equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property, net 1780 Intangible assets 1830 Biological assets-non-current 1840 Deferred tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
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100 |
(Continued)
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WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December 31, 2021 December 31, 2020 Notes AMOUNT % AMOUNT % 6(13) $1,446,8268$1,770,429106(14) 170,0001349,93926(22) 86,480190,909161-299-1,625,08391,485,95287(2) 57,920-65,716-6(15) 2,183,531122,076,0441269,486-54,051-107,670178,278-6(16) 175,4611119,222112,388-14,604-5,934,906336,105,443346(16) 3,507,046193,549,532206(28) 710,9784831,2244283,7422161,09316(17) 470,3693528,44134,972,135285,070,2902810,907,0416111,175,733626(19) 5,060,629285,060,629286(20) 36,115-36,113-6(21) 736,3814682,7154252,5012302,70621,243,90271,018,0436(285,547) (2) (252,501) (2 )7,043,981396,847,705388,072-8,083-7,052,053396,855,788389 11 $17,959,094100$18,031,521100 |
|---|---|
| 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 2320 Long-term liabilities, current portion 2399 Other current liabilities 21XX Total current Liabilities Non-current liabilities 2540 Long-term borrowings 2570 Deferred tax liabilities 2580 Non-current lease liabilities 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total Liabilities Equity attributable to owners of parent Share capital 3110 Ordinary share Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 31XX Total equity attributable to owners of parent 36XX Non-controlling interest 3XXX Total equity Significant contingent liabilities and unrecognised contract Significant events after the balance sheet date 3X2X Total liabilities and equity |
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, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
| Items | Year ended December 31 2021 2020 Notes AMOUNT % AMOUNT % 6(22) and 7(2) $19,817,862100$18,650,8711006(4)(26) and 7(2) (14,035,011) (71) (13,206,608) (71)5,782,851295,444,263296(26) (4,020,500) (20) (3,826,312) (21)(889,936) (5) (789,926) (4)(225,589) (1) (229,180) (1)12(2) (2,944)- (3,792)-(5,138,969) (26) (4,849,210) (26)643,8823595,053325,653-22,816-6(23) and 7(2) 203,1131274,50626(24) (102,257)- (226,010) (1)6(25) (115,937) (1) (150,224) (1)12(2) 63,468-27,367-6(5) 374- (620)-74,414- (52,165)-718,2963542,88836(28) (210,470) (1) (6,746)-$507,8262$536,1423 |
|---|---|
| 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 7055 Expected credit profit 7060 Share of loss (profit) of associates and joint ventures accounted for using the equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year |
(Continued)
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WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
| Items | Year ended December 31 2021 2020 Notes AMOUNT % AMOUNT 6(18) ($9,417)-$1,469(9,417)-1,469(33,314)-51,1336(28) 255- (881)(33,059)-50,252($42,476)-$51,721$465,3502$587,863$507,0022$535,196824-946$507,8262$536,142$464,4872$586,864863-999$465,3502$587,8636(29) $1.00$6(29) $1.00$ |
Year ended December 31 | Year ended December 31 | Year ended December 31 | |
|---|---|---|---|---|---|
| 2021 | 2020 % AMOUNT -$1,469-1,469-51,133- (881)-50,252-$51,7212$587,8632$535,196-9462$536,1422$586,864-9992$587,8631.00$1.00$ |
2020 | |||
| % | |||||
| Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans 8310 Components of other comprehensive (loss) income that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8361 Exchange differences on translation 8399 Income tax relating to components of other comprehensive income(loss) that will be reclassified to profit or loss 8360 Components of other comprehensive (loss) income that will be reclassified to profit or loss 8300 Other comprehensive (loss) income 8500 Total comprehensive income Profit, attributable to: 8610 Owners of the parent 8620 Non-controlling interest Profit for the year Comprehensive income attributable to: 8710 Owners of the parent 8720 Non-controlling interest Total comprehensive income Basic earnings per share 9750 Profit for the year Diluted earnings per share 9850 Profit for the year |
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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, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| 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 Year ended December 31, 2021 Balance at January 1, 2021 Profit for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) for the year Appropriation and distribution of 2020 retained earnings Legal reserve appropriated Special reserve reversed Cash dividends Capital surplus - dividends unclaimed by shareholders Changes in non-controlling interests Balance at December 31, 2021 |
Notes | Equity attributable to owners of the parent | Equity attributable to owners of the parent | Equity attributable to owners of the parent | Non-controlling interest |
Total equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary share | Capital surplus | Retained Earnings | Other equity | Total | |||||||||||
| Legal reserve | Special reserve | Unappropriated retained earnings |
Exchange differences on translation of foreign financial statements |
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| 6(21) 6(21) 6(21) 4(3) 6(21) 6(21) 6(21) 4(3) |
$ 5,060,629--------$ 5,060,629$ 5,060,629--------$ 5,060,629 |
$36,103------10-$36,113$36,113------2-$36,115 |
$ 551,470---131,245----$ 682,715$ 682,715---53,666----$ 736,381 |
$-----302,706---$ 302,706$ 302,706----(50,205 )---$ 252,501 |
$ 1,590,372535,1961,463536,659(131,245 )(302,706 )(675,037 )--$ 1,018,043$ 1,018,043507,002(9,469 )497,533(53,666 )50,205(268,213 )--$ 1,243,902 |
($ 302,706 ) -50,20550,205--- --($ 252,501 ) ($ 252,501 ) -(33,046 ) (33,046 ) --- --($ 285,547 ) |
$ 6,935,868535,19651,668586,864--(675,037 )10-$ 6,847,705$ 6,847,705507,002(42,515 )464,487--(268,213 )2-$ 7,043,981 |
$7,92794653999----(843 )$8,083$8,08382439863----(874 )$8,072 |
$ 6,943,795536,14251,721587,863--(675,037 )10(843 )$ 6,855,788$ 6,855,788507,826(42,476 )465,350--(268,213 )2(874 )$ 7,052,053 |
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, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before 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 Share of (loss) profit of associates accounted for using the equity method Losses on disposal of property, plant and equipment and biological assets Impairment gain on reversal of non-financial assets Changes in operating assets and liabilities Changes in operating assets 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 inflow generated from operations Interest received Interest paid Income taxes paid Net cash flows from operating activities |
Year ended December 31 Notes 2021 2020 $718,296 $542,8886(26) 1,076,5511,083,9556(26) 25,68221,12312(2) ( 60,524 ) ( 23,575 )6(25) 115,937150,224( 25,653 ) ( 22,816 )6(24) - ( 9 )6(5) ( 374 ) 6206(24) 22,67536,9696(24) ( 32,271 ) ( 9,720 )( 21,000 ) 4,316( 90,996 ) 81,874( 6,315 ) 60,43234,86747,575( 178,613 ) 61,778( 332,209 ) 108,704( 10,178 ) 3,028( 10,204 ) 1,035( 4,429 ) 19,965( 238 ) ( 6,303 )139,131 ( 21,716 )( 7,796 ) 5,608110,841120,101( 2,216 ) ( 3,293 )( 77,386 ) ( 50,580 )1,383,5782,212,18325,65322,816( 115,798 ) ( 156,864 )( 153,043 ) ( 204,516 )1,140,390 1,873,619 |
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(Continued)
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WEI CHUAN FOODS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES 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 Land value increment tax refunded Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term borrowings Decrease (increase) in short-term notes and bills payable Payments of lease liabilities Repayments of long-term borrowings Proceeds from long-term borrowings Increase (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 |
Year ended December 31 Notes 2021 2020 6(30) ($595,986 ) ($493,109 )12,5017,4166(9) ( 17,243 ) ( 47,990 )6(30) ( 57,163 ) ( 63,331 )9,47517,634( 191,807 ) ( 54,139 )6(11) ( 6,446 ) 2,932-2,0007,172-( 839,497 ) ( 628,587 )6(31) ( 323,603 ) ( 1,388,800 )6(31) ( 180,000 ) 310,0006(31) ( 152,631 ) ( 149,891 )6(31) ( 628,357 ) ( 1,139,045 )6(31) 643,6111,505,4186(17) 9,951 ( 11,774 )6(21) ( 268,213 ) ( 675,037 )( 874 ) ( 843 )210( 900,114 ) ( 1,549,962 )( 14,139 ) ( 11,397 )( 613,360 ) ( 316,327 )6(1) 1,905,4312,221,7586(1) $1,292,071 $1,905,431 |
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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 FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(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 23, 2022.
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Application of New Standards, Amendments and Interpretations
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(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:
| New standards, interpretations and amendments endorsed by the FSC follows: |
effective from 2020 are a |
|---|---|
| New Standards,Interpretations andAmendments | Effective date by International Accounting StandardsBoard |
| 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’ Amendment to IFRS 16, ‘Covid-19-related rent concessions beyond 30 June 2021’ Note:Earlier application from January 1, 2021 is allowed by FSC. |
January 1, 2021 January 1, 2021 April 1, 2021(Note) |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
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(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: | |
|---|---|
| Effective date by | |
| International | |
| Accounting | |
| New Standards, Interpretations and Amendments | Standards Board |
| Amendments to IFRS 3, ‘Reference to the conceptual framework’ | January 1, 2022 |
| Amendments to IAS 16, ‘Property, plant and equipment: | January 1, 2022 |
| proceeds before intended use’ | |
| Amendments to IAS 37, ‘Onerous contracts— | January 1, 2022 |
| cost of fulfilling a contract’ | |
| Annual improvements to IFRS Standards 2018–2020 | 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.
(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:
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Effective date by
International Accounting
New Standards, Interpretations and Amendments Standards Board
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| endorsed by the FSC are as follows: New Standards, Interpretations and Amendments |
Effective date by International Accounting StandardsBoard |
|---|---|
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between | To be determined by |
| an investor and its associate or joint venture’ | International Accounting |
| Standards Board | |
| IFRS 17, ‘Insurance contracts’ | January 1, 2023 |
| Amendments to IFRS 17, ‘Insurance contracts’ | January 1, 2023 |
| Amendment to IFRS 17,‘Initial application of IFRS 17 and IFRS 9 – | January 1, 2023 |
| comparative information’ | |
| Amendments to IAS 1, ‘Classification of liabilities as current or non-current’ | January 1, 2023 |
| Amendments to IAS 1, ‘Disclosure of accounting policies’ | January 1, 2023 |
| Amendments to IAS 8, ‘Definition of accounting estimates’ | January 1, 2023 |
| Amendments to IAS 12, ‘Deferred tax related to assets and liabilities arising | January 1, 2023 |
| from a single transaction’ |
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.
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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
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A. Except for the following items, the consolidated financial statements have been prepared under the historical cost convention:
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(a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.
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(b) Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.
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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.
(3) Basis of consolidation
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A. Basis for preparation of consolidated financial statements
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(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.
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(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.
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(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 noncontrolling interests having a deficit balance.
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(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 |
Main business activities 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 Planning, design and implementation of construction projects Livestock farm management General investment General investment General investment Food processing General investment General investment General investment |
December 31,2021 December 31,2020 98.68 98.68 99.99 99.99 99.79 99.79 99.85 99.85 100 100 100 100 100 100 1 1 60 60 100 100 100 100 99 99 Ownership(%) |
Description |
|---|---|---|---|---|
| December 31,2021 98.68 99.99 99.79 99.85 100 100 100 1 60 100 100 99 |
||||
| 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 CONCOURSE INTERNATIONAL INC. WEI-CHUAN INTERNATIONAL LIMITED |
KING CAN INDUSTRY CORPORATION CONCOURSE INTERNATIONAL INC. CHINA YOUTH CO., LTD. KANG CHUAN ENGINEERING CO., LTD. Cheng Shuen Nung Ranch Dairy Co., Ltd. WEI-CHUAN INTERNATIONAL LIMITED WEI-CHUAN (BVI) CO., LTD. WEI-CHUAN ASIAN INVESTMENT LIMITED THAI WEI-CHUAN CO., LTD. KingCan (BVI) Corporation CONCOURSE INTERNATIONAL LIMITED WEI-CHUAN ASIAN INVESTMENT LIMITED |
Note 1 Note 2 Note 3 Note 4 Note 5 None None None None None None None |
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| Name of investor |
Name of subsidiary |
Main business activities 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 Manufacture and brand marketing of refrigerated dairy beverages Manufacture and brand marketing of refrigerated dairy beverages |
December 31,2021 December 31,2020 Ownership(%) 100 100 100 100 100 100 100 100 100 100 100 100 100 100 |
Description |
|---|---|---|---|---|
| December 31,2021 100 100 100 100 100 100 100 |
||||
| WEI-CHUAN (BVI) CO., LTD. WEI-CHUAN (BVI) CO., LTD. WEI-CHUAN (BVI) CO., LTD. KingCan (BVI) Corporation CONCOURSE INTERNATIONAL LIMITED HANGZHOU WEI- CHUAN FOOD CO., LTD. WEI CHUAN FOODS INVESTMENT 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. SUZHOU WEI- CHUAN FOODS CO., LTD. LANGFANG WEI- CHUAN FOODS CO., LTD. |
None None None None None Note 6 None |
-
Note 1: On August 24, 2021, the shareholders of the investee resolved to distribute earnings of $66,313 as cash dividends. The ex-dividend effective date was set on September 15, 2020. The change in non-controlling interests was ($873).
-
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).
-
Note 2: On June 15, 2021, the shareholders of the investee resolved to distribute earnings of $50,715 as cash dividends. The ex-dividend effective date was set on August 15, 2021. The change in non-controlling interests was ($1).
-
Note 3: In November 2016, the shareholders of the investee approved to dissolve the investee, which was approved by the competent authority in January 2017. As of March 23,2022, the investee is in the process of liquidation.
-
Note 4: In December 2016, the Board of Directors of the investee resolved to dissolve the investee. As of March 23, 2022, the liquidation has not been registered.
-
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).
~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.
-
Note 6: To expand the development of the food segment in China, the Company implemented a Group reorganization restructuring, using the Group’s subsidiary, Wei Chuan Foods Investment Co., Ltd. conducting a layout of the refrigerated food products in China market.
- Wei Chuan Foods Investment Co., Ltd. acquired a 100% equity interest in SUZHOU WEI-CHUAN FOODS CO., LTD. through its indirect wholly-owned investee company, HANGZHOU WEI-CHUAN FOOD CO., LTD. The aforementioned transaction was completed on November 24, 2021.
-
C. Subsidiaries not included in the consolidated financial statements:
| Name of investor |
Name of subsidiary |
Main business activities General investment Dairy and other products Condiments and other products |
December December 31,2021 31,2020 75 75 70 70 67 67 Ownership(%) |
Description |
|---|---|---|---|---|
| December 31,2021 75 70 67 |
||||
| WEI-CHUAN ASIAN INVESTMENT LIMITED WEI-CHUAN INTERNATIONAL LIMITED WEI-CHUAN INTERNATIONAL LIMITED |
HEALTH CAN DEVELOPMENT LIMITED HEILONGJIANG WEI CHUAN DAIRY CO. HEILONGJIANG WEI CHUAN FOOD CO. |
Note 1 Note 2 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.
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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:
-
None.
-
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 retranslated 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.
-
(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, nonmonetary 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’.
~22~
-
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:
-
(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.
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(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) Financial assets at amortised cost
-
A. Financial assets at amortised cost are those that meet all of the following criteria:
-
(a) The objective of the Group’s business model is achieved both by collecting contractual cash flows and selling financial assets.
-
(b) The assets’ contractual cash flows represent solely payments of principal and interest.
-
B. On a regular way purchase or sale basis, financial assets at amortised cost are recognised and derecognised using trade date accounting.
-
C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. Interest income from these financial assets is included in finance income using the effective interest method. A gain or loss is recognised in profit or loss when the asset is derecognised or impaired.
(9) 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.
~24~
(10) 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.
(11) Derecognition of financial assets
The Group derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.
- (12) 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.
(13) 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.
(14) 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.
-
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
~25~
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.
(15) 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.
-
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
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(16) 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 lowvalue 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 and any initial direct costs incurred by the lessee. 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.
(17) 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.
(18) 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.
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(19) 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.
(20) 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.
-
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.
(21) Borrowings
-
A. Borrowings comprise long-term and short-term bank borrowings and other long-term and shortterm 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.
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(22) 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.
(23) Derecognition of financial liabilities
- A. Financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.
(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) 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.
(26) 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.
~29~
-
(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.
(27) 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.
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-
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.
(28) 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.
(29) Dividends
Cash dividends are recorded as liabilities in the Company’s financial statements in the period in which they are resolved by the Company’s Board of Directors.
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(30) 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.
(31) 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.
(32) 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.
~32~
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.
-
C. 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.
~33~
6. Details of Significant Accounts
(1) Cash and cash equivalents
| tails of Significant Accounts Cash and cash equivalents |
||||
|---|---|---|---|---|
| December | 31, 2021 | December 31, 2020 | ||
| Cash on hand and revolving funds | $ | 2,963 |
$ | 3,045 |
| Checking accounts and demand deposits | 935,809 | 1,330,831 |
||
| Time deposits | 353,299 | 571,555 | ||
| $ | 1,292,071 | $ | 1,905,431 |
-
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, 2021 and 2020, the Group’s cash and cash equivalents both amounting to $8,000, were restricted due to the guarantee deposit paid for the operational use and were reclassified as non-current financial assets at amortised cost. Refer to Notes 8 for more details.
(2) Financial assets at fair value through profit or loss
| December | December | 31,2021 | December | December | 31, 2020 | |
|---|---|---|---|---|---|---|
| Financial assets | ||||||
| Non-current items: | ||||||
| Unlisted stocks | $ | 463,377 | $ | 465,595 | ||
| Valuation adjustment | ( | 429,925) |
( | 432,143) |
||
| $ | 33,452 | $ | 33,452 |
- A. Amounts recognised in profit or loss in relation to financial assets and liabilities at fair value through profit or loss are listed below:
| through profit or loss are listed below: | ||
|---|---|---|
| Items Financial assets and liabilities mandatorily measured at fair value through profit or loss Unlisted stocks |
Year ended December31 | |
| 2021 - $ |
2020 | |
| 9 $ |
- B. Information relating to credit risk is provided in Note 12(3).
~34~
(3) Notes and accounts receivable (including related parties)
| December31,2021 | December31,2021 | December31,2020 | December31,2020 | December31,2020 | ||
|---|---|---|---|---|---|---|
| Notes receivable | $ | 42,996 |
$ | 21,996 |
||
| Less: Allowance for uncollectible accounts | - |
- | ||||
| $ | 42,996 |
$ | 21,996 | |||
| Accounts receivable | $ | 2,376,650 |
$ | 2,324,245 |
||
| Less: Allowance for uncollectible accounts | ( | 10,908) |
( | 46,736) |
||
| $ | 2,365,742 | $ | 2,277,509 | |||
| Accounts receivable due from related parties | $ | 220,261 |
$ | 213,946 |
Accounts receivable due from related parties
-
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, 2021 and 2020, accounts receivable and notes receivable were all from contracts with customers. Also, as of January 1, 2020, the balance of receivables from contracts with customers amounted to $2,728,934.
-
C. The Group has no accounts receivable and notes receivable pledged to others.
(4) Inventories
| nventories | ||
|---|---|---|
| Raw materials Work in progress Finished goods Merchandise inventory Inventory in transit Raw materials Work in progress Finished goods Merchandise inventory Inventory in transit |
Allowance for Cost valuation loss 724,974 $ 13,472) ($ 152,814 2,588) ( 452,753 14,359) ( 54,956 51) ( 28,582 - 1,414,079 $ (30,470) $ December31,2021 December31,2020 |
Bookvalue |
| 711,502 $ 150,226 438,394 54,905 28,582 |
||
| 1,383,609 $ |
||
| 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) $ |
Bookvalue | |
| 580,839 $ 140,604 445,010 38,528 15 |
||
| 1,204,996 $ |
-
A. The above inventories were not pledged as collateral.
-
B. The cost of inventories recognised as expense for the year:
~35~
| YearendedDecember31 | YearendedDecember31 | YearendedDecember31 | YearendedDecember31 | ||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||
| Cost of goods sold | $ | 13,729,248 |
$ | 12,936,087 |
|||
| (Gain on reversal of) loss on decline in market value(Note) |
( | 8,025) |
( | 19,280) |
|||
| Loss on scrapping inventory | 203,057 |
195,333 |
|||||
| Revenue from sales of scraps | ( | 14,622) |
( | 11,018) |
|||
| Loss on excess capacity | 125,353 |
105,486 | |||||
| $ | 14,035,011 | $ | 13,206,608 |
||||
| Note: Gain on reversal of decline in market value was caused | by the sale of | inventories previou | |||||
| written down which was charged to cost of goods sold. | |||||||
| Investments accounted for using | equity method | ||||||
| December | 31, 2021 | December | 31, 2020 | ||||
| Shareholding | Shareholding | ||||||
| Associates: | Book value | ratio | Bookvalue | ratio | |||
| FU TING FOODS CO., LTD. | $ | 18,060 | 37.50% | 17,686 $ |
37.50% |
Note: Gain on reversal of decline in market value was caused by the sale of inventories previously written down which was charged to cost of goods sold.
(5) Investments accounted for using equity method
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, 2021 and 2020, the carrying amount of the Group’s individually immaterial associates amounted to $18,060 and $17,686, respectively.
| Profit (loss) for the period from continuing operations Other comprehensive income, net of tax Total comprehensive income (loss) |
2021 2020 374 $ 620) ($ - - 374 $ 620) ($ Year ended December 31 |
|---|---|
~36~
(6) 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 |
Buildings and Machinery and Office Transportation Land structures equipment equipment equipment $ 2,800,985 $ 3,877,962 $ 6,874,140 $ 787,201 $ 404,395 (6,910) (1,810,192) (4,707,910) (681,829) (390,342) $2,794,075 $2,067,770 $2,166,230 $105,372 $14,053 $ 2,794,075 $ 2,067,770 $ 2,166,230 $ 105,372 $ 14,053 23,960 2,494 43,907 23,826 2,975 - ( 113) ( 7,134) ( 572) ( 30) ( 38,444) ( 31,572) 125,290 8,920 1,131 - ( 114,069) ( 448,174) ( 40,181) ( 5,294) 6,910 4,072 2,014 - - - (5,085) (8,359) (189) (36) $2,786,501 $1,923,497 $1,873,774 $ 97,176 $12,799 $ 2,786,501 $ 3,795,959 $ 6,915,181 $ 747,288 $ 406,027 - (1,872,462) (5,041,407) (650,112) (393,228) $2,786,501 $1,923,497 $1,873,774 $ 97,176 $12,799 2021 |
2021 | Total $ 20,113,865 (10,686,977) $ 9,426,888 |
||
|---|---|---|---|---|---|
~37~
2020
| 2020 | |||
|---|---|---|---|
| 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 |
Buildings and Machinery and Office Transportation Land structures equipment equipment equipment $ 2,800,985 $ 3,850,180 $ 6,618,170 $ 774,422 $ 410,655 (6,910) (1,689,249) (4,270,778) (653,237) (390,164) $2,794,075 $2,160,931 $2,347,392 $121,185 $20,491 $ 2,794,075 $ 2,160,931 $ 2,347,392 $ 121,185 $ 20,491 - 3,867 58,630 22,266 2,836 - ( 923) ( 2,638) ( 122) ( 130) - 2,993 193,851 4,957 1,202 - ( 116,992) ( 453,012) ( 43,346) ( 10,442) - 728 ( 2,431) - - - 17,166 24,438 432 96 $2,794,075 $2,067,770 $2,166,230 $105,372 $14,053 $ 2,800,985 $ 3,877,962 $ 6,874,140 $ 787,201 $ 404,395 (6,910) (1,810,192) (4,707,910) (681,829) (390,342) $2,794,075 $2,067,770 $2,166,230 $105,372 $14,053 |
Unfinished construction and equipment under acceptance Others Total $ 620,443 $ 4,566,660 $ 19,641,515 - (2,850,781) (9,861,119) $620,443 $1,715,879 $ 9,780,396 $ 620,443 $ 1,715,879 $ 9,780,396 319,822 49,645 457,066 - ( 15,466) ( 19,279) ( 206,407) 50,581 47,177 - ( 285,517) ( 909,309) - 11,423 9,720 9,778 9,207 61,117 $743,636 $1,535,752 $ 9,426,888 $ 743,636 $ 4,625,546 $ 20,113,865 - (3,089,794) (10,686,977) $743,636 $1,535,752 $ 9,426,888 |
Total $ 19,641,515 (9,861,119) $ 9,780,396 |
| $ 9,426,888 | |||
| $ 20,113,865 (10,686,977) $ 9,426,888 |
-
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, 2021 and 2020. 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, 2021 and 2020 were $17,320 and $12,358, respectively.
-
E. Information about the (gain on reversal of) impairment loss on property, plant and equipment is provided in Note 6(12).
~38~
(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 |
December 31, 2021 December 31, 2020 Carrying amount Carrying amount 366,398 $ 377,797 $ 339,903 240,530 67,850 7,773 1,290 3,164 775,441 $ 629,264 $ Year ended December 31 |
December 31, 2021 December 31, 2020 Carrying amount Carrying amount 366,398 $ 377,797 $ 339,903 240,530 67,850 7,773 1,290 3,164 775,441 $ 629,264 $ Year ended December 31 |
|---|---|---|
| 2021 Depreciation expense 9,644 $ 140,464 13,782 1,874 165,764 $ |
2020 | |
| Depreciationexpense | ||
| 9,512 $ 149,843 4,294 1,874 |
||
| 165,523 $ |
-
C. For the years ended December 31, 2021 and 2020, the additions to right-of-use assets were $314,695 and $137,600, respectively.
-
D. Information on profit or loss in relation to lease contracts is 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 |
|---|---|
| 2021 2020 13,173 $ 10,664 $ 24,122 $ 29,478 $ - $ 149 $ |
- E. Apart from the cash outflow for the interest expense on lease liabilities and expenses on shortterm 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 $152,631 and $149,891 for the years ended December 31, 2021 and 2020, respectively.
~39~
(8) Investment property, net
| nvestment property, net | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 | |||||||||
| Buildings | |||||||||
| Land | and | structures | Total | ||||||
| At January 1 | |||||||||
| 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 | ||||
| Opening net book amount as at January 1 | $ | 97,879 |
$ | 33,922 |
$ | 131,801 |
|||
| Reclassifications | 38,444 | 39,652 | 78,096 | ||||||
| Depreciation expense | - | ( | 5,344) |
( | 5,344) |
||||
| Reversal of impairment loss | 8,013 | 9,887 | 17,900 | ||||||
| Closing net book amount as at December 31 | $ | 144,336 | $ | 78,117 | $ | 222,453 |
|||
| At December 31 | |||||||||
| Cost | $ | 144,336 |
$ | 169,970 |
$ | 314,306 |
|||
| Accumulated depreciation | - | ( | 91,853) |
( | 91,853) |
||||
| $ | 144,336 |
$ | 78,117 | $ | 222,453 | ||||
| 2020 | |||||||||
| Buildings | |||||||||
| Land | and | 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 |
~40~
- A. Rental income from investment property and direct operating expenses arising from investment property are shown below:
| property are shown below: | ||
|---|---|---|
| Rental income from investment property Direct operating expenses arising from the investment property that generated rental income during the year |
Year ended December31 | |
| 2021 19,947 $ 5,344 $ |
2020 | |
| 15,606 $ |
||
| 1,932 $ |
-
B. The fair value of the investment property held by the Group as at December 31, 2021 and 2020 was $1,074,594 and $757,568, 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. Gain on reversal of impairment information about the investment property is provided in Note 6(12).
-
D. Information about the investment property that was pledged to others as collateral is provided in Note 8.
(9) Intangible assets
| ntangible assets | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 | |||||||||
| Computer | |||||||||
| software | Goodwill | Total | |||||||
| At January 1 | |||||||||
| Cost | $ | 194,237 |
$ | 51,090 |
$ | 245,327 |
|||
| Accumulated amortisation and impairment | ( | 70,416) |
- | ( | 70,416) |
||||
| $ | 123,821 | $ | 51,090 | $ | 174,911 | ||||
| Opening net book amount as at January 1 | $ | 123,821 |
$ | 51,090 |
$ | 174,911 |
|||
Additions-acquired separately |
17,243 | - | 17,243 | ||||||
| Amortisation expense | ( | 25,682) |
- | ( | 25,682) |
||||
| Net exchange differences | ( | 581) |
( | 1,435) |
( | 2,016) |
|||
| Closing net book amount as at December 31 | $ | 114,801 | $ | 49,655 | $ | 164,456 | |||
| At December 31 | |||||||||
| Cost | $ | 210,600 |
$ | 49,655 |
$ | 260,255 |
|||
| Accumulated amortisation and impairment | ( | 95,799) |
- | ( | 95,799) |
||||
| $ | 114,801 | $ | 49,655 | $ | 164,456 |
~41~
| 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 |
- A. Details of amortisation on intangible assets are as follows:
| Details of amortisation on intangible assets are as follows: | Details of amortisation on intangible assets are as follows: | Details of amortisation on intangible assets are as follows: |
|---|---|---|
| Goodwill is allocated as follows to the food segment and the value in use is used as recovera amount: 2021 2020 General and administrative expenses $ 25,682 $ 21,123 Year ended December31 2021 2020 Goodwill 49,655 $ 51,090 $ Accumulated impairment - - $49,655 $ 51,090 YearendedDecember31 |
||
| 2021 49,655 $ - $49,655 |
2020 | |
| 51,090 $ - |
||
| $ 51,090 |
- B. Goodwill is allocated as follows to the food segment and the value in use is used as recoverable amount:
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.
~42~
(10) Non-current biological assets
| Non-current biological assets | |||||||
|---|---|---|---|---|---|---|---|
| 2021 | |||||||
| Immature | |||||||
| Biological | biological | ||||||
| assets | assets | Total | |||||
| At January 1 | |||||||
| Cost | $ | 58,517 |
$ | 73,841 |
$ | 132,358 |
|
| Accumulated depreciation | ( | 10,614) |
- | ( | 10,614) |
||
| $ | 47,903 | $ | 73,841 | $ | 121,744 | ||
| Opening net book amount as at January 1 | $ | 47,903 |
$ | 73,841 |
$ | 121,744 |
|
| Additions | - | 57,163 | 57,163 |
||||
| Disposals | ( | 23,634) |
( | 8,143) |
( | 31,777) |
|
| Reclassifications | 57,458 | ( | 57,458) |
- | |||
| Depreciation expense | ( | 11,370) |
- | ( | 11,370) |
||
| Closing net book amount as at December 31 | $ | 70,357 | $ | 65,403 | $ | 135,760 | |
| At December 31 | |||||||
| Cost | $ | 86,818 |
$ | 65,403 |
$ | 152,221 |
|
| Accumulated depreciation | ( | 16,461) |
- | ( | 16,461) |
||
| $ | 70,357 | $ | 65,403 |
$ | 135,760 | ||
| 2020 | |||||||
| Immature | |||||||
| Biological | biological | ||||||
| assets | 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 |
~43~
(11) Other non-current assets
| Other non-current assets | ||
|---|---|---|
| Long-term notes and accounts receivable Prepayments for business facilities Restricted bank deposits Others |
December31,2021 166,786 $ 99,171 56,186 199 322,342 $ |
December31,2020 156,516 $ 57,119 49,740 50 |
| 263,425 $ |
(12) Impairment of non-financial assets
- A. For the year ended December 31, 2021, the Group assessed the carrying amount of certain real estate based on the results of appraisal reports issued by certified real estate appraisers, and reversed the impairment loss at the balance sheet date, taking into consideration the utilisation of assets. For those assets which had impairment indications at the balance sheet date, use the value in use as the basis of valuation, and reversed the recognised impairment loss at the time of disposals. Details of the recognised impairment (loss) /gain on reversal of impairment are as follows:
| 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 Recognised in other in other Recognised in comprehensive Recognised in comprehensive profit or loss income profit or loss income 14,923 $ - $ - $ - $ 13,959 - 728 - 2,014 - 2,431) ( - 1,375 - 11,423 - 32,271 $ - $ 9,720 $ - $ 2021 2020 |
2020 | ||
| Recognised in profit or loss 14,923 $ 13,959 2,014 1,375 32,271 $ |
Recognised in other comprehensive income |
||
| - $ - - - |
|||
| - $ |
B. The impairment loss reported by operating segments is as follows:
| Food segment Packaging segment Others |
Year ended December31 | Year ended December31 | Year ended December31 |
|---|---|---|---|
| Recognised in other Recognised in comprehensive profit or loss income 12,716 $ - $ 5,298 - 14,257 - 32,271 $ - $ 2021 |
2020 | ||
| Recognised in profit or loss 12,716 $ 5,298 14,257 32,271 $ |
Recognised in profit or loss 9,720 $ - - 9,720 $ |
Recognised in other comprehensive income |
|
| - $ - - |
|||
| - $ |
~44~
(13) Short-term borrowings
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Type of borrowings December 31, 2021 Interest rate range Collateral
Short-term borrowings
Secured borrowings $ 255,000 1.00%~1.30% Note 8
Unsecured borrowings 1,006,922 3.10%~5.00% None
Material purchase borrowings 97,988 1.37%~4.15% None
Other borrowings 86,916 3.85% None
$ 1,446,826
Type of borrowings December 31, 2020 Interest rate range Collateral
Short-term borrowings
Secured borrowings $ 663,000 1.15%~1.30% Note 8
Unsecured borrowings 984,882 1.05%~5.00% None
Material purchase borrowings 35,227 1.37%~1.64% None
Other borrowings 87,320 4.67% None
$ 1,770,429
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-
A. As of December 31, 2021, details of the Group's secured borrowings by the financial institutions are as follows::
-
(a) Shihlin Branch-Land Bank of Taiwan $150 million.
-
(b) Taipei Branch-United Overseas Bank $105 million.
-
B. 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.
-
C. Information on the interest expense recognised in profit or loss is provided in Note 6(25).
(14) Short-term notes and bills payable
| Short-term notes and bills payable | |||||
|---|---|---|---|---|---|
| December31,2021 | |||||
| Interest | |||||
| Amount | raterange | Collateral | |||
| Short-term notes and bills payable | $ | 170,000 |
0.998%~1.00% | Note 8 | |
| Less: Unamortised discount | - |
||||
| $ | 170,000 | ||||
| December31,2020 | |||||
| Interest | |||||
| Amount | raterange | Collateral | |||
| Short-term notes and bills payable | $ | 350,000 |
1.08%~1.20% | Note 8 | |
| Less: Unamortised discount | ( | 61) |
|||
| $ | 349,939 |
~45~
(15) Other payables
| Other payables | |
|---|---|
| December31,2021 Sales commission payable 859,249 $ Salary, wages and bonus payable 352,714 Freight payable 281,495 Business tax payable 155,883 Advertisement expense payable 132,252 Machinery and equipment payable 75,342 Others 326,596 2,183,531 $ |
December31,2020 763,854 $ 408,744 283,518 129,512 105,130 80,245 305,041 |
| 2,076,044 $ |
- (16) Long term borrowings
| Long-term borrowings | ||||||
|---|---|---|---|---|---|---|
| December 31, 2021 | December31,2020 | |||||
| Unsecured borrowings | $ | 955,757 |
$ | 416,754 |
||
| Secured borrowings | 2,726,750 | 3,252,000 | ||||
| 3,682,507 | 3,668,754 | |||||
| Less: Current portion (shown as other current liabilities) | ( |
175,461) |
( | 119,222) |
||
| $ | 3,507,046 | $ | 3,549,532 | |||
| Interest rate range | 1.04%~4.70% | 1.19%~4.70% |
-
A. As of December 31, 2021, 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, 2021 and April 30, 2023.
-
(b) A $700 million loan facility agreement with Far Eastern International Bank that can be redrawn between September 22, 2020 and September 22, 2023.
-
(c) A $550 million loan facility agreement with Sunny Bank that was drawn once on December 30, 2019. The principal was repaid monthly and completed the extension. The borrowing can be redrawn between February 17, 2022 and December 17, 2025 after the extension.
-
(d) A $200 million loan facility agreement with China Bills Finance Corporation that can be redrawn between June 18, 2021 and June 17, 2023.
-
(e) A RMB 200 million loan facility agreement with China Merchants Bank that can be redrawn between May 30, 2019 and May 30, 2024.
-
(f) A $500 million loan facility agreement with China Merchants Bank that can be redrawn between February 1, 2021 and January 31, 2023.
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, 2021, 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(25).
~46~
(17) Other non-current liabilities
| Accrued pension liabilities Long-term deferred revenue Guarantee deposits received Others |
December31,2021 237,619 $ 150,493 77,625 4,632 470,369 $ |
December31,2020 281,649 $ 176,902 67,674 2,216 528,441 $ |
|---|---|---|
(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:
| December31,2021 | December31,2021 | December31,2020 | December31,2020 | |
|---|---|---|---|---|
| Present value of defined benefit obligations | ($ | 1,022,040) |
($ | 1,060,974) |
| Fair value of plan assets | 784,421 | 779,325 | ||
| Net defined benefit liability | ($ | 237,619) | ($ | 281,649) |
~47~
(c) Movements in net defined benefit liabilities are as follows:
| Present value of | Present value of | Present value of | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| defined benefit | Fair value of | Net defined | ||||||||
| obligations | Plan assets | benefit liability | ||||||||
| 2021 | ||||||||||
| Balance at January 1 | ($ | 1,060,974) |
$ | 779,325 |
($ | 281,649) |
||||
| Current service cost | ( | 4,687) |
- | ( | 4,687) |
|||||
| Interest (expense) income | ( | 4,041) |
3,071 | ( | 970) |
|||||
| ( | 1,069,702) |
782,396 | ( | 287,306) |
||||||
| Remeasurements: | ||||||||||
| Return on plan assets (excluding amounts | ||||||||||
| included in interest income or expense) | - | 10,939 | 10,939 | |||||||
| Change in demographic assumptions | ( | 14,481) |
- | ( | 14,481) |
|||||
| Change in financial assumptions | 13,225 | - | 13,225 | |||||||
| Experience adjustments | ( | 19,100) |
- | ( | 19,100) |
|||||
| ( | 20,356) |
10,939 | ( | 9,417) |
||||||
| Pension fund contribution | - | 59,104 | 59,104 | |||||||
| Paid pension | 68,018 | ( | 68,018) |
- | ||||||
| Balance at December 31 | ($ | 1,022,040) |
$ | 784,421 | ($ | 237,619) | ||||
| Present value of | ||||||||||
| defined benefit | Fair value of | Net defined | ||||||||
| obligations | Planassets | benefitliability | ||||||||
| 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 | - | 25,003 | 25,003 |
|||||||
| included in interest income or expense) | ||||||||||
| 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) |
(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
~48~
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 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, 2021 and 2020 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.
(e) The principal actuarial assumptions used were as follows:
| Year ended | December 31 | |
|---|---|---|
| 2021 | 2020 | |
| Discount rate | 0.5%~0.6% | 0.30%~0.40% |
| Future salary increases | 1.0%~2.5% | 1.00%~2.50% |
| Future mortality rate was estimated based on the 6th Taiwan Standard Ordinary Experience | ||
| Mortality Table and the 2nd Annuity Mortality Table. |
Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:
| December 31, 2021 Effect on present value of defined benefit obligation December 31, 2020 Effect on present value of defined benefit obligation |
Increase 0.5% Decrease 0.5% Discountrate |
Increase 0.5% Decrease 0.5% Discountrate |
Increase 0.5% Decrease 0.5% Discountrate |
Future salaryincreases | Future salaryincreases | ||
|---|---|---|---|---|---|---|---|
| Increase 0.5% | Increase 0.5% | Decrease 0.5% | |||||
| 31,714) ($ 34,776) ($ |
33,523 $ 36,891 $ |
33,298 $ 36,551 $ |
31,812) ($ 34,809) ($ |
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 $59,618.
(g) As of December 31, 2021, the Group’s weighted average duration of the retirement plan is 6.3 ~ 10 years. The analysis of timing of the future pension payment was as follows:
| Within 1 year 1-2 year(s) 2-5 years 5-10 years |
Amount |
|---|---|
| 148,258 $ 87,134 304,695 316,355 |
|
| 856,442 $ |
~49~
-
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, 2021 and 2020, were $46,349 and $44,630, 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 WEICHUAN 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, 2021 and 2020 were $95,291 and $94,864, respectively.
(19) Share capital
As of December 31, 2021, 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.
-
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. Under the Company’s Articles of Incorporation, 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
~50~
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. 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 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 (indollars) |
|
| 1.3339 |
- (b) The appropriation of 2020 earnings approved by the shareholders of the Company on August 31, 2021 is as follows:
| 31, 2021 is as follows: | |||
|---|---|---|---|
| Year ended December 31, 2020 | |||
| Earnings per | |||
| Amount | share (indollars) | ||
| Legal reserve | $ | 53,666 | |
| Reversal of special reserve | ($ | 50,205) | |
| Cash dividends | $ | 268,213 | 0.53 |
- (c) The appropriation of 2021 earnings proposed by the Board of Directors on March 23, 2022 but not yet resolved by the shareholders of the Company is as follows:
| Legal reserve Special reserve Cash dividends |
Year ended December31,2021 | Year ended December31,2021 |
|---|---|---|
| Amount 49,754 $ 33,046 $ 253,538 $ |
Earnings per share (indollars) |
|
| 0.501 |
~51~
(22) 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:
| Food segment Packaging segment Others |
2021 2020 Revenue Revenue from contracts from contracts withcustomers withcustomers 18,973,581 $ 17,802,265 $ 500,447 532,409 343,834 316,197 19,817,862 $ 18,650,871 $ YearendedDecember31 |
|---|---|
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 $86,480, $90,909 and $70,944 as of December 31, 2021 and 2020, and January 1, 2020, respectively.
-
(b) Revenue recognised for the years ended December 31, 2021 and 2020 that was included in the contract liability balance at the beginning of the period amounted to $87,825 and $67,961, respectively.
(23) Other income
| Other income | ||
|---|---|---|
| Rent income Royalty income Government grant income (Note) Others |
YearendedDecember31 | |
| 2021 41,812 $ 20,110 90,807 50,384 203,113 $ |
2020 | |
| 42,562 $ 55,913 139,057 36,974 |
||
| 274,506 $ |
Note:This pertains to the recognition of government subsidies during the year related to enterprise development and investments of property, plant and equipment.
~52~
(24) Other gains and losses
| Other gains and losses | ||||||
|---|---|---|---|---|---|---|
| YearendedDecember31 | ||||||
| 2021 | 2020 | |||||
| Net gains on financial assets or liabilities at fair | $ | - |
$ | 9 |
||
| value through profit or loss | ||||||
| Losses on disposal of property, plant and | ( | 22,675) |
( | 36,969) |
||
| equipment and biological assets | ||||||
| Losses on sales of non-finished goods | ( | 78,413) |
( | 114,820) |
||
| Reversal of impairment loss on non-financial assets |
32,271 | 9,720 |
||||
| Net foreign exchange (losses) gains | 9,447 | 4,787 | ||||
| Others | ( | 42,887) |
( | 88,737) |
||
| ($ | 102,257) |
($ | 226,010) |
(25) Finance costs
| Finance costs | ||
|---|---|---|
| Expenses by nature Employee benefit expense Interest expense on bank borrowings Interest expense on lease liabilities Employee benefit expense Property, plant and equipment, right-of-use assets, investment property and depreciation expense of biological assets Amortisation expense on intangible assets Wages and salaries Labour and health insurance fees Pension costs Directors’ remuneration Other personnel expenses (Note) |
Year ended December 31 | |
| 2021 2020 102,764 $ 139,560 $ 13,173 10,664 115,937 $ 150,224 $ YearendedDecember31 |
2020 | |
| 139,560 $ 10,664 |
||
| 150,224 $ |
||
| 2021 2020 2,730,944 $ 2,644,350 $ 1,076,551 $ 1,083,955 $ 25,682 $ 21,123 $ YearendedDecember31 |
2020 | |
| 2,644,350 $ |
||
| 1,083,955 $ |
||
| 21,123 $ |
||
| 2021 2,113,512 $ 182,432 147,297 22,490 265,213 2,730,944 $ |
2020 | |
| 2,079,976 $ 183,142 147,111 23,917 210,204 |
||
| 2,644,350 $ |
(26) Expenses by nature
(27) Employee benefit expense
Note :It included meal expenses, employee benefits/welfare, education training, severance pay, housing fund and work uniforms, etc.
~53~
-
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 pretax profit of the year before deducting any employees’ compensation and directors’ remuneration. The accrued amounts are as follows:
| Employees’ compensation Directors’ remuneration |
2021 2020 5,558 $ 6,510 $ 5,447 $ 6,300 $ Year ended December 31 |
|---|---|
The aforementioned employees’ compensation and directors’ remuneration were recorded under wages and salaries and directors’ remuneration.
Employees’ compensation and directors’ remuneration for 2020 as resolved by the Board of Directors of the Company amounting to $6,510 and $6,300, were in agreement with those amounts recognised in the 2020 parent company only financial statements. As the actual distributed amount of employees’ compensation for 2020 was $6,431, the difference of $79 between the amounts resolved at the Board meeting and the actual distributed amount had been adjusted in the profit or loss of 2021. There was no difference between the amount resolved at the Board meeting and the actual distributed amount of directors’ remuneration.
- C. 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.
~54~
(28) Income tax
A. Income tax expense
(a) Components of income tax expense:
| ome tax Income tax expense (a) Components of income tax expense: |
|||||
|---|---|---|---|---|---|
| YearendedDecember31 | |||||
| 2021 | 2020 | ||||
| Current tax on profits for the year | $ | 127,603 |
115,949 $ |
||
| Prior year income tax overestimation | ( | 9,249) |
( | 25,525) |
|
| Tax on undistributed surplus earnings | - |
9,880 |
|||
| Offshore income tax expense | 45,750 |
2,757 | |||
| Total current tax | 164,104 | 103,061 |
|||
| Deferred tax: | |||||
| Origination and reversal of temporary | |||||
| differences | 46,366 | ( | 96,315) |
||
| Total deferred tax | 46,366 | ( | 96,315) |
||
| Income tax expense | $ | 210,470 | 6,746 $ |
||
| (b) The income tax (charge)/credit relating | to | components of other comprehensive income is as | |||
| follows: |
| follows: | |||||
|---|---|---|---|---|---|
| Year ended December | 31 | ||||
| 2021 | 2020 | ||||
| Currency translation differences ($ |
255) $ |
881 |
|||
| (c) For the years ended December 31, 2021 and | 2020, | the Company | had | no income tax | |
| charged/(credited) to equity during the year. | |||||
| Reconciliation between income tax expense and accounting | profit | ||||
| YearendedDecember31 | |||||
| 2021 | 2020 | ||||
| Tax calculated based on profit before tax and | $ | 215,258 |
$ | 196,561 |
|
| statutory tax rate (Note) | |||||
| Effects from items disallowed by tax regulation | ( | 13,964) |
( | 34,290) |
|
| Change in assessment of realisation of deferred tax | ( | 27,325) |
( | 142,637) |
|
| assets and liabilities | |||||
| Prior year income tax under (over) estimation | ( | 9,249) |
( | 25,525) |
|
| Tax on undistributed surplus earnings | - |
9,880 | |||
| Offshore income tax expense | 45,750 | 2,757 | |||
| Income tax expense | $ | 210,470 | $ | 6,746 |
- B. Reconciliation between income tax expense and accounting profit
Note: The basis for computing the applicable tax rate are the rates applicable in the respective countries where the Group entities operate.
~55~
- C. Amounts of deferred tax assets or liabilities as a result of temporary differences and tax losses are as follows:
| Amounts of deferred tax assets or liabilities as a result of are as follows: |
temporary differences and tax losses | tax losses |
|---|---|---|
| Recognised in January1 profit or loss Deferred tax assets: - Temporary differences: Unrealised losses on overseas investments 88,972 $ 76 $ Unrealised accrued expenses 106,529 3,017 Unrealised loss for market value decline 7,700 2,161) ( and obsolete and slow-moving inventories Impairment loss on fixed assets 16,938 1,260) ( Accrued unused compensated absences 7,220 - Unrealised loss on doubtful debts 6,659 4,543) ( Pensions 152 - Unrealised foreign exchange loss 3,541 30 Others 42,042 4,175) ( - Tax losses 1,069,241 157,341) ( 1,348,994 $ 166,357) ($ Deferred tax liabilities: - Temporary differences: Reserve for land value increment tax 561,900) ($ - $ Unrealised gains on overseas investments 264,711) ( 119,991 Currency translation differences 4,516) ( - Unrealised exchange gain 97) ( - 831,224) ($ 119,991 $ 517,770 $ 46,366) ($ |
Recognised in other comprehensive Translation income differences December 31 - $ - $ 89,048 $ - 438) ( 109,108 - - 5,539 - - 15,678 - - 7,220 - 29) ( 2,087 - - 152 - - 3,571 - 199) ( 37,668 - 10) ( 911,890 - $ 676) ($ 1,181,961 $ - $ - $ 561,900) ($ - - 144,720) ( 255 - 4,261) ( - - 97) ( 255 $ - $ 710,978) ($ 255 $ 676) ($ 470,983 $ 2021 |
December 31 |
| 89,048 $ 109,108 5,539 15,678 7,220 2,087 152 3,571 37,668 911,890 |
||
| 1,181,961 $ |
||
| 470,983 $ |
~56~
2020
| 2020 | ||
|---|---|---|
| Recognised in other Recognised in comprehensive January1 profit or loss income Deferred tax assets: - Temporary differences: Unrealised losses on overseas investments 89,721 $ 749) ($ - $ Unrealised accrued expenses 97,547 7,423 - Unrealised loss for market value decline 11,555 3,855) ( - and obsolete and slow-moving inventories Impairment loss on fixed assets 18,882 1,944) ( - Accrued unused compensated absences 7,586 366) ( - Unrealised loss on doubtful debts 15,070 8,479) ( - Pensions 152 - - Unrealised foreign exchange loss 3,813 272) ( - Others 42,039 667) ( - - Tax losses 1,121,003 51,817) ( - 1,407,368 $ 60,726) ($ - $ Deferred tax liabilities: - Temporary differences: Reserve for land value increment tax 643,041) ($ 81,141 $ - $ Unrealised gains on overseas investments 340,611) ( 75,900 - Currency translation differences 3,635) ( - 881) ( Unrealised exchange gain 97) ( - - 987,384) ($ 157,041 $ 881) ($ 419,984 $ 96,315 $ 881) ($ |
Translation differences December 31 - $ 88,972 $ 1,559 106,529 - 7,700 - 16,938 - 7,220 68 6,659 - 152 - 3,541 670 42,042 55 1,069,241 2,352 $ 1,348,994 $ - $ 561,900) ($ - 264,711) ( - 4,516) ( - 97) ( - $ 831,224) ($ 2,352 $ 517,770 $ |
December 31 |
| 88,972 $ 106,529 7,700 16,938 7,220 6,659 152 3,541 42,042 1,069,241 |
||
| 1,348,994 $ |
||
| 517,770 $ |
- 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 31,2021 Amount filed/ Year incurred assessed Unused amount Deferred tax assets Expiry year 2011 ~ 2019 $ 7,638,003 $ 6,518,131 $ 1,986,215 2021 ~ 2029
December 31,2020 Amount filed/ Year incurred assessed Unused amount Deferred tax assets Expiry year 2010 ~ 2019 $ 7,798,946 $ 7,476,107 $ 2,132,725 2020 ~ 2029 E. The amounts of deductible temporary difference that are not recognised as deferred tax assets are as follows:
December 31, 2021 December 31, 2020 Deductible temporary differences $ 22,176 $ 24,125
~57~
- 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)
The Company
CONCOURSE INTERNATIONAL INC. and KING CAN INDUSTRY CORPORATION KANG CHUAN ENGINEERING CO., LTD.
Assessed and approved to 2016
Assessed and approved to 2018 Assessed and approved to 2019
Assessed and approved to 2020
- Note: The subsidiary was dissolved as approved by its shareholders of the investee in November 2016, and the dissolution was approved by the regulatory authority in January 2017. It is currently in the process of liquidation. As of March 23, 2022, the investee is in the process of liquidation.
(29) 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, 2021 Basic/Diluted earnings per share Profit attributable to ordinary shareholders of the parent $ 507,002 506,063 $ 1.00 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
(30) Supplemental cash flow information
Investing activities with partial cash payments:
| Supplemental cash flow information Investing activities with partial cash payments: shareholders of the parent 535,1 $ |
96 | 506,063 1.06 $ |
506,063 1.06 $ |
506,063 1.06 $ |
506,063 1.06 $ |
|
|---|---|---|---|---|---|---|
| YearendedDecember31 | ||||||
| 2021 | 2020 | |||||
| Purchase of property, plant and equipment | $ | 648,246 |
$ | 524,222 |
||
| and biological assts | ||||||
| Add: Opening balance of payable on equipment | 80,245 | 116,288 | ||||
| Less: Ending balance of payable on equipment | ( | 75,342) |
( | 80,245) |
||
| Write-off other receivables | - | ( | 3,825) | |||
| Cash paid during the year | $ | 653,149 | $ | 556,440 |
~58~
(31) Changes in liabilities from financing activities
| 2021 | 2021 | 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Long-term | ||||||||||
| Short-term | borrowings | |||||||||
| Short-term | notes and | Lease | (including | |||||||
| borrowings | billspayable | liability | currentportion) | |||||||
| At January 1 | $ | 1,770,429 |
$ | 349,939 |
$ | 239,371 |
$ | 3,668,754 | ||
| Changes in cash flow from financing activities | ( | 323,603) |
( | 180,000) |
( | 152,631) |
15,254 | |||
| Impact of changes in foreign exchange rate | - | - |
( | 1,911) |
( | 1,330) | ||||
| Changes in other non-cash items | - |
61 | 306,583 | ( | 171) | |||||
| At December 31 | $ | 1,446,826 | $ | 170,000 | $ | 391,412 | $ | 3,682,507 | ||
| 2020 | ||||||||||
| Long-term | ||||||||||
| Short-term | borrowings | |||||||||
| Short-term | notes and | Lease | (including | |||||||
| borrowings | billspayable | liability | currentportion) | |||||||
| At January 1 | $ | 3,159,229 |
$ | 40,000 |
$ | 263,353 |
$ | 3,296,949 | ||
| Changes in cash flow from financing activities | ( | 1,388,800) |
310,000 | ( | 149,891) |
366,373 | ||||
| Impact of changes in foreign exchange rate | - | - | ( | 11,691) |
5,319 | |||||
| Changes in other non-cash items | - | ( | 61) | 137,600 | 113 | |||||
| At December 31 | $ | 1,770,429 | $ | 349,939 | $ | 239,371 | $ | 3,668,754 |
~59~
Names of related parties
Relationship with the Company
7. Related Party Transactions
(1) Names of related parties and relationship
THE BREAD CO., LTD.
SHANGHAI DINGSHI WAREHOUSE CO.,LTD (SHANGHAI DINGSHI)
HANGZHOU TINGZHENG PACKING MATERIAL 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.
CHAMPION LINKER CORP.
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
A director of the Company is also the chairman of the entity
~60~
Names of related parties Relationship with the Company TAIWAN STAR TELECOM A director of the Company is also the chairman CORPORATION LIMITED of the 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 | 2021 2020 1,064,907 $ 918,129 $ YearendedDecember31 |
|
| 918,129 $ |
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 10 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 |
December31,2021 214,137 $ 6,124 220,261 $ |
December31,2020 |
| 197,319 $ 16,627 |
||
| 213,946 $ |
~61~
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
| 2021 Associates 33,254 $ Other related parties 454,171 487,425 $ |
2020 |
|---|---|
| 50,703 $ 309,280 |
|
| 359,983 $ |
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: | ||||
|---|---|---|---|---|
| December 31, 2021 | December31,2020 | |||
| Associates | $ | 3,280 |
$ | 9,425 |
| Other related parties | 54,640 | 56,291 |
||
| $ | 57,920 |
$ | 65,716 |
|
| Prepayments | ||||
| Prepayments arsing from goods purchased by the Group from related | parties are as follows | |||
| December31,2021 | December31,2020 | |||
| CHAMPION LINKER CORP. | $ | 28,449 |
$ | 9,898 |
| Other related parties | - | 131 | ||
| $ | 28,449 | $ | 10,029 |
- (c) Prepayments
Prepayments arsing from goods purchased by the Group from related parties are as follows:
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 - Associates - Other related parties |
Leased object Offices Offices, plant and others |
Rent calculation andpayment Monthly payment Quarterly prepayment/ Monthly payment |
Year ended December31 | Year ended December31 |
|---|---|---|---|---|
| 2021 - $ 5,422 5,422 $ |
2020 | |||
| 55 $ 6,192 |
||||
| 6,247 $ |
Other receivables arising from the aforementioned transactions as of December 31, 2021 and 2020 amounted to $0 and $69, respectively.
~62~
D. Other transactions
The Group’s receivables due from subsidiaries (shown as other receivables), the details of transactions were as follows:
| transactions were as follows: | ||||||
|---|---|---|---|---|---|---|
| December | 31,2021 | December | 31,2020 | |||
| Subsidiaries - | ||||||
| HEILONGJIANG WEI CHUAN FOOD and 2 others |
$ | 4,514 |
$ | 4,308 |
||
| Less: Allowance for receivables due from | ||||||
| subsidiaries | ( | 292) |
( | 300) |
||
| $ | 4,222 | $ | 4,008 |
In addition to the above transactions with subsidiaries, the Group’s other transactions with related parties for the years ended December 31, 2021 and 2020 were immaterial and the details are not intended to be disclosed.
(3) Key management compensation
| intended to be disclosed. Key management compensation |
||||
|---|---|---|---|---|
| Yearended | December31 | |||
| 2021 | 2020 | |||
| Salaries and other short-term employee benefits | $ | 86,617 |
$ | 79,561 |
| Post-employment benefits | 197 | 201 | ||
| $ | 86,814 |
$ | 79,762 |
8. Pledged Assets
As of December 31, 2021 and 2020, the Group’s assets pledged as collateral are as follows:
| Pledged asset Restricted bank deposits (shown as non-current financial assets at amortised cost) Land (shown as property, plant and equipment and investment property) Buildings and structures (shown as property, plant and equipment and investment property) |
Bookvalue Bookvalue December31,2021 December31,2020 Purpose 8,000 $ 8,000 $ Collateral for business use 2,665,013 2,655,687 Collateral for short-term notes and bills as well as long-term and short-term borrowings 899,919 972,650 Collateral for short-term notes and bills as well as long-term and short-term borrowings 3,572,932 $ 3,636,337 $ |
|---|---|
~63~
9. Significant Contingent Liabilities and Unrecognised Contract Commitments
(1) Significant 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. In January 2022, the Supreme Court verdict confirmed that the Company was not required to pay compensation.
(2) Significant Unrecognised Commitments
-
A. As of December 31, 2021 and 2020, the Group has a promissory note for the credit facility of banks in the amount of $8,848,150 and $10,207,400, respectively.
-
B. As of December 31, 2021 and 2020, the Group’s total unused letters of credit issued for the import of material and merchandise were $376,942 and $283,044, respectively.
-
C. As of December 31, 2021 and 2020, 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 $265,416 and $421,312, respectively.
-
D. As of December 31, 2021 and 2020, the Group has drawn from the endorsements and guarantees for the entities in the Group in the amounts of $2,390,962 and $2,424,560, respectively, and the amount used is $1,080,554 and $981,122,respectively.
10. Significant Disaster Loss
None.
11. Significant Events after the Balance Sheet Date
Information on the appropriation of 2021 earnings proposed by the Board of Directors on March 23, 2022 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, 2021, the Group’s strategy was unchanged from 2020. As of December 31, 2021 and 2020, the gearing ratios were 61% and 62%, respectively.
~64~
(2) Financial instruments
A. Financial instruments by category
| nancial instruments 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 Non-current financial asset at amortised cost Other non-current assets - Long-term notes and accounts receivable - Guarantee deposits paid Financial liabilities Financial liabilities at amortised cost Short-term borrowings Short-term notes and bills payable Notes payable Accounts payable Accounts payable to related parties Other payables Long-term liabilities, current portion Long-term borrowings (including current portion) Other non-current liabilities - Guarantee deposits received Current lease liabilities Non-current lease liabilities |
December31,2021 33,452 $ 1,292,071 42,996 2,365,742 220,261 111,648 8,000 166,786 56,186 December31,2021 1,446,826 $ 170,000 61 1,625,083 57,920 2,183,531 175,461 3,507,046 77,625 107,670 283,742 |
December31,2020 |
| 33,452 $ 1,905,431 21,996 2,277,509 213,946 82,476 8,000 156,516 49,740 December31,2020 |
||
| 1,770,429 $ 349,939 299 1,485,952 65,716 2,076,044 119,222 3,549,532 67,674 78,278 161,093 |
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.
~65~
-
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:
-
December 31, 2021
| Foreign | ||||||
|---|---|---|---|---|---|---|
| currency | ||||||
| amount | Book value | |||||
| (In thousands) | Exchange | rate | (NTD) | |||
| (Foreign currency: functional | ||||||
| currency) | ||||||
| Financial assets | ||||||
| Monetary items | ||||||
| USD:NTD | $ | 6,223 |
27.68 | $ | 172,253 |
|
| USD:RMB | 86 | 6.37 | 2,380 | |||
| RMB:NTD | 49,143 | 4.35 | 213,772 | |||
| Financial liabilities | ||||||
| Monetary items | ||||||
| USD:NTD | 577 | 27.68 | $ | 15,971 |
||
| USD:RMB | 4,000 | 6.37 | 110,720 | |||
| RMB:NTD | 1,451 | 4.35 | 6,312 | |||
| December31, | 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 | |||
| 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 |
~66~
December 31, 2021 and 2020, amounted to $9,447 and 4,787, respectively. Analysis of foreign currency market risk arising from significant foreign exchange variation:
| 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% 1,723 $ - $ 1% 24 - 1% 2,138 - 1% 160) ($ - $ 1% 1,107) ( - 1% 63) ( - Year ended December31,2021 Sensitivity analysis Year ended December31,2020 |
|
| Sensitivityanalysis | ||
| Degree of Effect on profit variation or loss 1% 2,010 $ 1% 24 1% 4,183 1% 78) ($ 1% 1,139) ( 1% 45) ( |
Effect on other comprehensive income or loss |
|
| - $ - - - $ - - |
||
~67~
-
ii. 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.
-
(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, 2021 and 2020 would have increased/decreased by $335, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss.
-
-
iii. 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, 2021 and 2020, the Group’s borrowings at variable rates were denominated in NTD and RMB.
-
As of December 31, 2021 and 2020, 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, 2021 and 2020 would have decreased/increased by $5,299 and $ 5,789, 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.
-
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.
~68~
- 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:
==> picture [434 x 165] intentionally omitted <==
----- Start of picture text -----
1~30 days 31~90 days Over 90 days
December 31, 2021 Not past due past due past due past due Total
Expected loss rate 0.02%~0.35% 0.02%~0.49% 0.03%~0.62% 100.00%
Total book value $ 2,559,551 $ 63,509 $ 6,849 $ 9,998 $ 2,639,907
Loss allowance ($ 6,924) $ - ($ 320) ($ 3,664) ($ 10,908)
1~30 days 31~90 days Over 90 days
December 31, 2020 Not past 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)
----- End of picture text -----
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:
| 2021 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Accounts | Other | Overdue | ||||||||||||
| receivables | receivables | receivables | receivables | Total | |||||||||||
| At January 1 | $ | - |
$ | 46,736 |
$ | 97,271 |
$ | - |
$ | 144,007 |
|||||
| Expected credit loss (gain) | - | 2,878 |
( | 55,298) |
( | 8,104) |
( | 60,524) |
|||||||
| Reclassifications | - | ( | 21,816) |
- | - | ( | 21,816) |
||||||||
| Write-offs | - | ( | 16,775) |
( | 28,382) |
45,157 | - | ||||||||
| Effect of exchange rate changes | - | ( | 115) | ( | 407) | ( | 230) | ( | 752) |
||||||
| At December 31 | $ | - |
$ | 10,908 | $ | 13,184 | $ | 36,823 | $ | 60,915 | |||||
| 2020 | |||||||||||||||
| Notes | Accounts | Other | Overdue | ||||||||||||
| receivables | receivables | receivables | receivables | Total | |||||||||||
| At January 1 | $ | 4 |
$ | 64,777 |
$ | 145,493 |
$ | - |
$ | 210,274 |
|||||
| Expected credit loss (gain) | ( | 4) |
3,811 | ( | 27,382) |
- | ( | 23,575) |
|||||||
| Write-offs | - | ( | 22,125) |
( | 16,331) |
- | ( | 38,456) |
|||||||
| Effect of exchange rate changes | - | 273 | ( | 4,509) | - | ( | 4,236) | ||||||||
| At December 31 | $ | - | $ | 46,736 | $ | 97,271 | $ | - | $ | 144,007 |
(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.
~69~
-
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, 2021 and 2020, the amounts of undrawn available borrowing facilities were $11,143,237 and $10,861,311, 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.
Less than Between 1 Between 2 December 31, 2021 1 year and 2 year(s) and 5 years Over 5 years Total Non-derivative financial liabilities: Lease liability $ 113,260 $ 97,412 $ 133,249 $ 69,301 $ 413,222 - Long-term borrowings 233,711 3,293,094 242,645 3,769,450 (including current portion) Less than Between 1 Between 2 December 31, 2020 1 year and 2 year(s) and 5 years Over 5 years Total Non-derivative financial liabilities: Lease liability $ 87,300 $ 57,433 $ 46,729 $ 56,759 $ 248,221 - Long-term borrowings 142,966 2,474,139 1,160,519 3,777,624 (including current portion)
(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, non-current financial assets at amortised cost, other non-current assets - long-term notes and accounts receivable, other non-current assets - guarantee deposits paid, short-term borrowings, short-term notes and bills payable, notes payable, accounts payable (including related parties), other payables, lease liabilities(current and non-current), long-term borrowings
~70~
(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, 2021 and 2020 are as follows:
-
(a) The related information of natures of the assets and liabilities is as follows:
December 31, 2021 Level 1 Level 2 Level 3 Total Assets Recurring fair value measurements Financial assets at fair value through profit or loss Equity securities $ - $ - $ 33,452 $ 33,452 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Recurring fair value measurements Financial assets at fair value through profit or loss Equity securities $ - $ - $ 33,452 $ 33,452
-
(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, 2021 and 2020, there was no transfer between Level 1 and Level 2.
~71~
- F. The following chart is the movement of Level 3 for the years ended December 31, 2021 and 2020:
| 2020: | |||
|---|---|---|---|
| At January 1 Gains and losses recognised in profit or (loss) At December 31 At January 1 Gains and losses recognised in profit or (loss) At December 31 |
Financial product - $ - - $ |
Non-derivative equity instrument 33,452 $ - 33,452 $ 2021 2020 |
Total |
| 33,452 $ - |
|||
| 33,452 $ |
|||
| Financial product - $ - - $ |
Non-derivative equityinstrument 33,443 $ 9 33,452 $ |
Total | |
| 33,443 $ 9 |
|||
| 33,452 $ |
-
G. For the years ended December 31, 2021 and 2020, 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.
~72~
- 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:
| Non-derivative equity instrument: Unlisted shares- LI JIA CONSTRUCTION Unlisted shares CONNECTION INVESTMENT, Non-derivative equity instrument: Unlisted shares LI JIA CONSTRUCTION Unlisted shares CONNECTION INVESTMENT, |
Fair value at December31,2021 5,617 $ 27,835 Fair value at December 31, 2020 5,617 $ 27,835 |
Valuation technique Market approach-price- book ratio Net asset value Valuation technique |
Significant unobservable input Discount for lack of marketability N/A Significant unobservable input Discount for lack of marketability N/A |
Range (weighted average) 25% - Range (weighted average) 25% - |
Relationship of inputs to fairvalue |
|---|---|---|---|---|---|
| N/A Relationship of inputs to fairvalue The higher the discount for lack of marketability, the lower the fair value |
|||||
| Market approach-price- book ratio Net asset value |
N/A The higher the discount for lack of marketability, the lower the fair value |
- 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, 2021 and 2020.
(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 December 31, 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.
~73~
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.
-
(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.
- 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 lawsuits against upstream suppliers of CHANG GUANN CO., LTD., KUO,YING-CHIH (KUO,LIEH-CHENG), SHIH,MIN-YU, FLAVOR FULL FOODS INC. and LIHAO CO., LTD were all confirmed the victory or settled. 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. 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. In January 2016, the Company’s subsidiary, WEI-CHUN(BVI) CO., LTD. (“WEI-CHUN(BVI)”) transferred all its held 51% of the shares in Wang De Xing Tea Company. Before transferring, the funds that WEI-CHUN(BVI) loaned to Wang De Xing Tea Company and its subsidiaries (“WANG DE XING Group”) amounted to USD 6.35 million. WANG DE XING Group provided collateral and gradually paid the payments and interest based on the repayment plan. As of December 31, 2021, the principal amounting to USD 2.465 million has not been collected. The Group has obtained the collateral for the payment, and provisioned the loss allowance of USD 699,000, which is expected to be repaid before September 30, 2023.
-
C. The Company’s subsidiary, Kang Chuan Engineering Co., Ltd. (“Kang Chuan”) undertook the Kaohsiung plant project of CPC Corporation, Taiwan (hereinafter referred to as CPC). Due to unpredictable factors such as public resistance, Kang Chuan and CPC agreed to change the location from Kaohsiung plant to Dahlin plant, and signed a supplemental contract and extended the construction period.
-
In June 2013, Kang Chuan filed a lawsuit against CPC for the construction payment of $254,055 due to the dispute of contract performance. On December 9, 2014, Taiwan Kaohsiung District Court rendered a judgment that CPC should pay $182,526 and interest to Kang Chuan and refuted Kang Chuan’s claim for the construction payment of $71,529. Kang Chuan and CPC filed appeals respectively. The case is under review of the Taiwan High Court Kaohsiung Branch Court. As of December 31, 2021, the unreceived construction payment amounting to $254,055, of which $156,516 was recorded as long-term receivables (shown as other non-current assets).
-
D. Due to Covid-19 outbreak and numbers of the government’s epidemic prevention measures, the Group has implemented staggered work schedules, work from home and digital tools in accordance with preventive measures imposed by the government.
-
The pandemic had no significant impact on the Group’s financial position and financial performance for the year ended December 31, 2021.
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.
~74~
-
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: None.
-
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:None.
-
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 4.
-
H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 5.
-
I. Trading in derivative instruments undertaken during the reporting periods: None.
-
J. Significant inter-company transactions during the reporting periods: Please refer to table 6.
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 7.
(3) Information on investments in Mainland China
-
A. Basic information: Please refer to table 8.
-
B. Significant transactions conducted with investees in Mainland China directly or indirectly through other companies in the third areas: For the year ended December 31, 2021, significant transactions, either directly or indirectly with investee companies in the Mainland Area and the significant transactions of endorsements and guarantees, sales/purchase and receivables and payables conducted with investees in Mainland China, please refer to table 6.
(4) Major shareholders information
Major shareholders information: Please refer to table 9.
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. Food segment are primarily engaged in the research and development, manufacturing and sales of food and other related products, while packaging segment are primarily engaged in the manufacturing and sales of packaging products.
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 post-tax net income is used to measure the Group’s operating segment profit (loss) and performance of the operating segments.
~75~
(3) Segment Information
The segment information provided to the Chief Operating Decision-Maker for the reportable segments is as follows:
| Year | ended December31,2021 | ended December31,2021 | ended December31,2021 | ended December31,2021 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Packaging | Adjustments | |||||||||
| Food segment | segment | Others | and eliminations | Total | ||||||
| Revenue from external customers | $ | 18,973,581 |
$ | 500,447 |
$ | 343,834 |
$ | - |
$ | 19,817,862 |
| Inter-segment revenue | 1,373,766 | 454,740 | 552,430 | ( | 2,380,936) | - | ||||
| Total segment revenue Segment income (loss) |
$ $ | 20,347,347 653,998 |
$ $ | 955,187 68,166 |
$ $ | 896,264 373,312 |
($ ($ | 2,380,936) 587,650) |
$ $ | 19,817,862 507,826 |
| Segment income (loss), including: | ||||||||||
| Depreciation expense | ($ | 1,022,490) |
($ | 52,969) |
($ | 1,092) |
$ | - |
($ | 1,076,551) |
| Interest income | 37,962 | 9,265 | 2,910 | ( | 24,484) |
25,653 | ||||
| Interest expense | ( | 134,364) |
( | 2,942) |
( | 3,115) |
24,484 | ( | 115,937) |
|
| Share of profit or loss of investments accounted for using | 307,294 | 7,460 | 275,183 | ( | 589,563) |
374 | ||||
| the equity method | ||||||||||
| Segment assets | 16,476,182 | 687,877 | 795,035 | - | 17,959,094 |
| Year | ended December31,2020 | ended December31,2020 | ended December31,2020 | ended December31,2020 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 311,385 | 6,482 | 226,000 | ( | 544,487) |
( | 620) |
|||
| the equity method | ||||||||||
| Segment assets | 16,667,335 | 666,362 | 697,824 | - | 18,031,521 |
~76~
(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.
-
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.
-
B. 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.
(5) Information on products and services
Details of revenue are as follows:
| nformation on products and services Details of revenue are as follows: |
||
|---|---|---|
| Others Revenue from food manufacturing sales Revenue from trade of molds and other packaging |
Year ended December31 | |
| 2021 18,973,581 $ 500,447 343,834 19,817,862 $ |
2020 | |
| 17,802,265 $ 532,409 316,197 |
||
| 18,650,871 $ |
(6) Geographical information
Geographical information for the years ended December 31, 2021 and 2020 is as follows:
| Taiwan Mainland China and others |
Year ended December 31 | Year ended December 31 | Year ended December 31 |
|---|---|---|---|
| Non-current Revenue assets 8,755,197 $ 5,731,931 $ 11,062,665 5,002,933 19,817,862 $ 10,734,864 $ 2021 |
2020 | ||
| Revenue 8,755,197 $ 11,062,665 19,817,862 $ |
Revenue 8,440,389 $ 10,210,482 18,650,871 $ |
Non-current assets |
|
| 5,757,449 $ 4,940,844 |
|||
| 10,698,293 $ |
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:
| ncome. Details are as follows: | ||
|---|---|---|
| Customer A | Revenue Segment Revenue Segment 3,178,599 $ Food Segment 2,856,118 $ Food Segment 2021 2020 YearendedDecember31 |
|
| Revenue Segment 3,178,599 $ Food Segment 2021 |
||
| Revenue 3,178,599 $ |
Revenue 2,856,118 $ |
~77~
Wei Chuan Foods Corporation Loans to others
Year ended December 31, 2021
Table 1
Expressed in thousands of NTD (Except as otherwise indicated)
| No. (Note1) |
Creditor | Borrower | General ledger account |
Is a related party |
Maximum outstanding balance during the year ended December31,2021 |
Balance at December31,2021 |
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
84,606 $ 174,772 657,945 35,090 108,975 122,816 |
68,231 $ 173,832 651,870 34,766 108,645 121,682 |
68,231 $ 30,421 304,206 34,766 108,645 121,682 |
2.5000% 3.8500% 3.8500% 3.8500% 3.8500% 3.8500% |
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 |
19,348) ($ - - - - - |
Property and tea leaf None None None None None |
68,231 $ - - - - - |
710,633 $ 2,176,203 2,176,203 281,423 281,423 281,423 |
1,421,266 $ 2,176,203 2,176,203 281,423 281,423 281,423 |
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, WEI-CHUAN(BVI) CO., LTD.’s ceiling on total loans granted is100% of WEI-CHUAN(BVI) 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 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,
-
HANGZHOU WEI-CHUAN FOOD 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 100% 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,
-
KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD.’s ceiling on total loans granted is 100% of KUNSHAN KING CAN MOLD INDUSTRIAL 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 100% of KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD.’s net asset value based on the latest consolidated financial statements audited (reviewed) by independent auditors. Note 6: The Group transferred its entire equity interest of 51% in WANG DE XING TEA COMPANY .
Table 1, page 2
Wei Chuan Foods Corporation
Provision of endorsements and guarantees to others
Table 2
Expressed in thousands of NTD (Except as otherwise indicated)
Year ended December 31, 2021
| 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, 2021 (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 |
Wei Chuan Foods Corporation Wei Chuan Foods Corporation Wei Chuan Foods Corporation 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. SUZHOU WEI-CHUAN FOODS CO., LTD. |
(2) (2) (2) (4) (4) |
2,347,993 $ 2,347,993 2,347,993 2,176,203 2,176,203 |
435,000 $ 219,315 856,050 43,863 877,260 |
435,000 $ 217,290 830,400 39,112 869,160 |
424,000 $ 183,393 97,988 39,112 336,061 |
- $ - - - - |
6.18 3.08 11.79 1.80 39.94 |
7,043,981 $ 7,043,981 7,043,981 2,176,203 2,176,203 |
Y Y Y N N |
N N N N N |
N Y N 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
Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)
Year ended December 31, 2021
| Securities held by Table 3 |
Marketable securities | Relationship with the securities issuer |
General ledger account |
Bookvalue Ownership (%) Fairvalue Footnote As of December31,2021 Expressed in thousands of NTD (Except as otherwise indicated) |
Bookvalue Ownership (%) Fairvalue Footnote As of December31,2021 Expressed in thousands of NTD (Except as otherwise indicated) |
Bookvalue Ownership (%) Fairvalue Footnote As of December31,2021 Expressed in thousands of NTD (Except as otherwise indicated) |
Bookvalue Ownership (%) Fairvalue Footnote As of December31,2021 Expressed in thousands of NTD (Except as otherwise indicated) |
|
|---|---|---|---|---|---|---|---|---|
| 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
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, 2021
| Year ended December 31, 2021 | Year ended December 31, 2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchaser/seller Table 4 |
Counterparty | Relationship with the counterparty |
Transaction | Differences in transaction terms compared to third party transactions |
Percentage of total notes/accounts receivable(payable) Footnote Expressed in thousands of NTD (Except as otherwise indicated) |
||||||
| Purchases (sales) |
Amount | Percentage of total purchases (sales) |
Credit term | Unitprice | 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 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. |
KING CAN INDUSTRY CORPORATION CONCOURSE INTERNATIONAL INC. Wei Chuan Foods Corporation Wei Chuan Foods Corporation KING CAN INDUSTRY CORPORATION CONCOURSE INTERNATIONAL INC. SHANGHAI DINGSHI WAREHOUSE CO.,LTD Hangzhou Weichuan Biotechnology Foods Co., Ltd. HANGZHOU WEI-CHUAN FOOD CO., LTD. CONCOURSE INTERNATIONAL INC. |
Parent company to subsidiary Parent company to subsidiary Subsidiary to parent company Subsidiary to parent company The Company’s subsidiary The Company’s subsidiary 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 |
Purchases Purchases Sales Sales Sales Purchases Sales Purchases Sales Purchases |
449,684 $ 324,897 324,897) ( 449,684) ( 115,635) ( 115,635 1,012,340) ( 176,341 176,341) ( 312,763 |
0.09 0.07 0.54 0.47 0.19 0.20 0.09 0.03 0.57 0.06 |
60 - 90 days 60 - 90 days 60 - 90 days 60 - 90 days 120 days 120 days 30 - 45 days 30 days 30 days 30 days |
In accordance with agreement No significant difference from general transactions No significant difference from general transactions In accordance with agreement In accordance with agreement 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 |
87,856) ($ 93,358) ( 93,358 87,856 2,164 2,164) ( 214,137 4,801) ( 4,801 7,777) ( |
0.12 0.13 0.50 0.42 0.01 0.03 0.15 0.00 0.78 0.01 |
Table 4, page 1
Differences in transaction terms
compared to third party
Transaction transactions
| Purchaser/seller | Counterparty | Relationship with the counterparty |
Purchases (sales) |
Amount | Percentage of total purchases (sales) |
Credit term | Unitprice | Credit term | Balance | Percentage of total notes/accounts receivable(payable) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| HANGZHOU CONCOURSE TRADING CO., LTD. HANGZHOU WEI-CHUAN FOOD CO., LTD. LANGFANG WEI-CHUAN FOODS CO., LTD. HANGZHOU WEI-CHUAN FOOD CO., LTD. Wei Chuan Foods Corporation Cheng Shuen Nung Ranch Dairy Co., Ltd. |
CONCOURSE INTERNATIONAL INC. LANGFANG WEI-CHUAN FOODS CO., LTD. HANGZHOU WEI-CHUAN FOOD CO., LTD. CHAMPION LINKER CORP. Cheng Shuen Nung Ranch Dairy Co., Ltd. Wei Chuan Foods Corporation |
Second-tier subsidiary to subsidiary Second-tier subsidiary to second-tier subsidiary Second-tier subsidiary to second-tier subsidiary Second-tier subsidiary to other related party Parent company to subsidiary Subsidiary to parent company |
Purchases Purchases Sales Purchases Purchases Sales |
287,473 $ 1,025,372 1,025,372) ( 211,364 133,676 133,676) ( |
0.99 0.19 1.00 0.04 0.03 1.00 |
60 days 30 days 30 days 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 |
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 |
62,514) ($ 113,505) ( 113,505 8,423) ( 10,851) ( 10,851 |
0.99 0.11 1.00 0.01 0.02 1.00 |
Table 4, page 2
Table 5
Wei Chuan Foods Corporation
Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more
Year ended December 31, 2021
| Table 5 Creditor |
Counterparty | Relationship withthe counterparty |
Balance as at December31,2021 |
Turnover rate | Overduereceivables | Amount collected subsequent to the Allowance for balance sheet date accounts Expressed in thousands of NTD (Except as otherwise indicated) |
||
| Amount | Actiontaken | |||||||
| HANGZHOU WEI-CHUAN FOOD CO., LTD. LANGFANG WEI-CHUAN FOODS CO., LTD. KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD. KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD. HANGZHOU WEI-CHUAN FOOD CO., LTD. WEI-CHUAN (BVI) CO., LTD HANGZHOU WEI-CHUAN FOOD CO., LTD. |
SHANGHAI DINGSHI WAREHOUSE CO.,LTD HANGZHOU WEI-CHUAN FOOD CO., LTD. HANGZHOU WEI-CHUAN FOOD CO., LTD. LANGFANG WEI-CHUAN FOODS CO., LTD. LANGFANG WEI-CHUAN FOODS CO., LTD. HANGZHOU WEI-CHUAN FOOD CO., LTD. WEI-CHUAN FOODs INVESTMENT CO. |
Second-tier subsidiary to other related parties 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 Subsidiary to second-tier subsidiary Second-tier subsidiary to second-tier subsidiary |
214,137 $ 113,505 108,645 121,682 304,206 256,749 456,309 |
4.92 8.55 N/A N/A N/A N/A N/A |
- $ - - - - - - |
None None None None None None None |
153,164 $ 113,505 - - - 256,749 - |
- $ - - - - - - |
Table 5, page 1
Wei Chuan Foods Corporation
Significant inter-company transactions during the reporting periods
Table 6
Expressed in thousands of NTD (Except as otherwise indicated)
Year ended December 31, 2021
Transaction
| Number | Companyname | Counterparty | Relationship | General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets(Note3) |
|---|---|---|---|---|---|---|---|
| 0 0 0 1 0 0 1 3 2 1 1 0 |
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. KING CAN INDUSTRY CORPORATION HANGZHOU WEI-CHUAN FOOD CO., LTD. HANGZHOU WEI-CHUAN FOOD CO., LTD. Wei Chuan Foods Corporation |
Cheng Shuen Nung Ranch Dairy Co., Ltd. CONCOURSE INTERNATIONAL INC. Hangzhou Weichuan Biotechnology Foods Co., Ltd. SUZHOU WEI-CHUAN FOODS CO., LTD. KING CAN INDUSTRY CORPORATION CONCOURSE INTERNATIONAL INC. CONCOURSE INTERNATIONAL INC. CONCOURSE INTERNATIONAL INC. CONCOURSE INTERNATIONAL INC. LANGFANG WEI-CHUAN FOODS CO., LTD. Hangzhou Weichuan Biotechnology Foods Co., Ltd. Cheng Shuen Nung Ranch Dairy Co., Ltd. |
Parent company to subsidiary Parent company to 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 subsidiary to subsidiary Second-tier subsidiary to second-tier subsidiary Second-tier subsidiary to second-tier subsidiary Parent company to 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 Purchases Purchases |
435,000 $ 830,400 217,290 869,160 449,684 324,897 312,763 287,473 115,635 1,025,372 176,341 133,676 |
Note 1 Note 1 Note 1 Note 1 In accordance with agreement Same as third parties In accordance with agreement Same as third parties In accordance with agreement Same as third parties Same as third parties Same as third parties |
N/A N/A N/A N/A 2.27% 1.64% 1.58% 1.45% 0.58% 5.17% 0.89% 0.67% |
Table 6, page 1
Transaction
| Number | Companyname | Counterparty | Relationship | General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets(Note3) |
|---|---|---|---|---|---|---|---|
| 2 2 1 4 1 1 |
KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD. KUNSHAN KING CAN MOLD INDUSTRIAL CO., LTD. HANGZHOU WEI-CHUAN FOOD CO., LTD. WEI-CHUAN (BVI) CO., LTD HANGZHOU WEI-CHUAN FOOD CO., LTD. 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. LANGFANG WEI-CHUAN FOODS CO., LTD. Hangzhou Weichuan Biotechnology Foods Co., Ltd. |
Second-tier subsidiary to second-tier subsidiary Second-tier subsidiary to second-tier subsidiary Second-tier subsidiary to second-tier subsidiary subsidiary to second-tier subsidiary Second-tier subsidiary to second-tier subsidiary Second-tier subsidiary to second-tier subsidiary |
Provision of loans -other receivables Provision of loans -other receivables Provision of loans -other receivables Other receivables Other receivables Account payable |
121,682 108,645 304,206 256,749 456,309 113,505 |
Note 3 Note 3 Note 3 Note 4 Note 5 Same as third parties |
0.68% 0.60% 1.69% 1.43% 2.54% 0.63% |
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. Note4: The other receivables were arising from second-tier subsidiary distributing dividends to the subsidiary. Note5: The other receivables were arising from sales of equity between the second-tier subsidiaries.
Table 6, page 2
Wei Chuan Foods Corporation Information on investees
Year ended December 31, 2021
| Year ended December 31, 2021 | Year ended December 31, 2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor Table 7 |
Investee | Location | Main business activities |
Initial investment amount | Shares held as at December 31,2021 | Net profit (loss) of the investee for the year ended Dcember 31,2021 |
Investment income(loss) recognised by the Company for the year ended December 31,2021 Footnote Expressed in thousands of NTD (Except as otherwise indicated) |
||||
| Balance as at December 31,2021 |
Balance as at December 31,2020 |
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 CONCOURSE INTERNATIONAL INC. WEI-CHUAN INTERNATIONAL LIMITED WEI-CHUAN ASIAN INVESTMENT LIMITED |
KING CAN INDUSTRY CORPORATION CONCOURSE INTERNATIONAL INC. CHINA YOUTH CO., LTD. KANG CHUAN ENGINEERING CO., LTD. Cheng Shuen Nung Ranch Dairy Co., Ltd. WEI-CHUAN INTERNATIONAL LIMITED WEI-CHUAN(BVI) CO., LTD. WEI-CHUAN ASIAN INVESTMENT LIMITED THAI WEI-CHUAN CO., LTD. FU TING FOODS CO., LTD. KingCan (BVI) Corporation CONCOURSE INTERNATIONAL LIMITED WEI-CHUAN ASIAN INVESTMENT LIMITED HEALTH CAN DEVELOPMENT LIMITED |
Taiwan Taiwan Taiwan Taiwan Taiwan British Virgin Islands British Virgin Islands Hong Kong Thailand Taiwan British Virgin Islands Samoa Hong Kong Hong Kong |
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 Planning, design and implementation of construction projects Livestock farm management General investment General investment General investment Food processing Livestock farm management General investment General investment General investment General investment |
- $ 1,959,112 212,041 377,499 753,035 787,549 2,967,203 - 37,919 75,000 123,213 25,673 255 4 |
- $ 1,959,112 212,041 377,499 753,035 787,549 2,547,071 - 37,919 75,000 123,213 25,673 255 4 |
34,539,451 14,034,753 8,481,905 35,113,408 57,929,989 - - - 390,000 7,500,000 - - - - |
98.68 99.99 99.79 99.85 100.00 100.00 100.00 1.00 60.00 37.50 100.00 100.00 99.00 75.00 |
576,584 $ 233,897 8,003 208,880 682,631 54,364 3,540,947 3) ( 6,839) ( 18,060 281,797 36,335 305) ( - |
60,709 $ 63,574 1 3,455 70,200) ( 381) ( 248,658 132) ( - 817 7,460 5,247 132) ( - |
61,175 $ 64,219 1 3,450 70,200) ( 381) ( 248,658 1) ( - 374 7,460 5,247 131) ( - |
- - Note 3 Note 4 - Note 1 Notes 1 and 2 Note 1 - - Notes 1 and 2 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. As of March 23, 2022, the liquidation process was still in progress.
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. As of March 23, 2022, the liquidation process has not been completed.
Table 7, page 1
Information on investments in Mainland China Year ended December 31, 2021
Wei Chuan Foods Corporation
| Investee in Mainland China Table 8 |
Main business activities |
Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of 1-Jan-21 |
Amount remitted from Taiwan to Mainland China/ Amount remitted back to Taiwan for the year ended December 31,2021 |
Amount remitted from Taiwan to Mainland China/ Amount remitted back to Taiwan for the year ended December 31,2021 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31,2021 |
Net income of investee as of December 31,2021 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Group for the year ended December 31,2021 |
Book value of investments in Mainland China as of December 31,2021 |
Accumulated amount of investment income remitted back to Taiwan as of 31-Dec-21 Footnote Expressed in thousands of NTD (Except as otherwise indicated) |
Accumulated amount of investment income remitted back to Taiwan as of 31-Dec-21 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. LANGFANG WEI- CHUAN FOODS CO., LTD. SUZHOU WEI-CHUAN FOODS 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 Manufacture and brand marketing of refrigerated dairy beverages Manufacture and brand marketing of refrigerated dairy beverages |
48,440 $ 284,325 72,633 249,163 136,238 326,435 1,268,366 867,844 224,813 25,165 882,349 449,250 |
3 3 2 2 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 - - |
- $ - - - - 107,783) ( 284,758 40,187 7,457 5,247 7,842) ( 41,531 |
37.50 15.87 67.00 70.00 19.00 100.00 100.00 100.00 98.68 99.99 100.00 100.00 |
$ - - - - - 107,783) ( 284,758 40,187 7,359 5,247 7,842) ( 41,531 |
$ - - - - - 145,456) ( 2,225,829 1,007,712 281,423 35,905 852,643 603,793 |
$ - - - - - - 906,008 - 278,426 - - - |
- - Note 5 Note 5 Note 5 Note 6 Note 6 Note 6 Notes 7 Notes 8 Notes 9 Notes 10 |
Table 8, page 1
| Companyname | Accumulated amount of remittance from Taiwan to Mainland China as of 31-Dec-21 |
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 | $ 3,614,023 | $ 4,231,232 |
-
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.
-
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: In accordance with the regulations, the ceiling of investment is the net assets of the parent company or 60% of consolidated net assets, whichever is higher. However, the parent company has obtained the operating headquarters certificate issued by the Industrial Development Bureau of the Ministry of Economic Affairs (MOEA) for the period from June 1, 2021 to June 1, 2024, therefore, according to the regulations of the Investment Commission of the Ministry of Economic Affairs (MOEA), there is no ceiling of the investment amount.
-
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.
Table 8, page 3
Wei Chuan Foods Corporation Major shareholders information
Year ended December 31, 2021
Table 9
| Table 9 | |||
|---|---|---|---|
| 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 9, page 1