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YC — Audit Report / Information 2022
Nov 10, 2022
52391_rns_2022-11-10_785c5648-ea3c-430f-8b5f-1bcbdc47a4ae.pdf
Audit Report / Information
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YEM CHIO CO., LTD.
PARENT COMPANY ONLY FINANCIAL
STATEMENTS AND INDEPENDENT AUDITORS’
REPORT
DECEMBER 31, 2022 AND 2021 (As restated)
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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INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Yem Chio Co., Ltd.4
Opinion
We have audited the accompanying parent company only balance sheets of Yem Chio Co., Ltd. (the “Company”) as at December 31, 2022 and 2021, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other auditors (refer to Other matter section), the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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Emphasis of matter – Organization restructuring
As described in Notes 4(27) and 6(7) of the financial statements, the Company conducted a short-form merger with the subsidiary, Chuang-Yi Investment Co., Ltd., on December 1, 2022. The Company retrospectively restated the parent company only financial statements as at and for the year ended December 31, 2021 as the subsidiary was considered as consolidated from the beginning in accordance with the Accounting Research and Development Foundation Interpretation 101-301. Our opinion is not modified in respect of the Company’s restated parent company only financial statements for the year ended December 31, 2021.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Company’s 2022 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Company’s 2022 parent company only financial statements are stated as follows:
Valuation of inventory
Description
Refer to Note 4(13) for accounting policy on inventory valuation, Note 5(2) for uncertainty of accounting estimates and assumptions applied on inventory valuation and Note 6(6) for details of inventories. As of December 31, 2022, the inventories and allowance for valuation loss amounted to NT$6,374,429 thousand and NT$12,744 thousand, respectively.
The Company is mainly engaged in the manufacture, processing, and sales of packaging materials, including BOPP film, adhesives and polystyrene sheets, as well as land development and construction. The Company’s inventories are measured at the lower of cost and net realisable value, and an allowance for inventory valuation losses is provided based on the net realisable value and usable condition of individually identified obsolete or slow-moving inventories.
Considering that the Company’s inventories and the allowance for inventory valuation losses are material to the financial statements and the determination of net realisable value for obsolete or slowmoving inventories involves judgements and estimates, we identified the allowance for inventory valuation loss as a key audit matter.
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How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
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Assessed and obtained an understanding of provision policies in relation to the allowance for inventory valuation losses.
-
For packaging materials business:
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(1) Obtained the net realisable value valuation report of inventories, assessed the calculation logic, verified the related records, and selected samples to check the source data of net realisable value.
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(2) Obtained the details of the individually identified obsolete or slow-moving inventories, reviewed the related supporting documents, and verified the records.
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(3) Obtained an understanding of the Company’s warehousing control procedures. Reviewed annual physical inventory count plan and participated in the annual inventory count in order to assess the classification of obsolete inventory and effectiveness of obsolete inventory internal control.
-
For land development and construction business:
Obtained the valuation data in relation to the net realisable value of inventories to ascertain whether the data source, assumptions and methods adopted by the Company are reasonable. Tested data in order to check the reasonableness of the net realisable value of construction-in-progress and land held for building.
Valuation of investment property
Description
Refer to Note 4(17) for accounting policy on investment property, Note 5(2) for uncertainty of accounting estimates and assumptions applied on fair value valuation and Note 6(11) for details of investment property. As of December 31, 2022, the fair value of investment property was NT$2,123,774 thousand.
The Company’s investment property is valued by external experts using the fair value model. Additionally, the Company’s investment property is material to the financial statements. Given that the valuation process is subject to significant assumptions on discount rate and future lease income and has material effect on the fair value measurement, we considered the valuation of investment property as a key audit matter.
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How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
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Assessed the qualification and independence of appointed external appraisers in accordance with the Company policy.
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Reviewed whether the valuation method used in the appraisal report is consistent with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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For investment properties accounted for using the income approach, assessed whether the lease income and rental growth rate are reasonable by referencing to the market rental rate.
Other matter – Audits by other auditors
We did not audit the financial statements of certain investees accounted for under the equity method. The balances of these investments amounted to NT$1,223,311 thousand and NT$1,116,201 thousand, constituting 6% and 5% of total assets, as at December 31, 2022 and 2021, respectively, and the comprehensive loss amounted to (NT$10,348) thousand and (NT$7,209) thousand, both constituting (1%) of total comprehensive income for the years then ended, respectively. Those financial statements were audited by other auditors whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on the audit reports of the other auditors.
Responsibilities of management and those charged with governance for the parent
company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of the parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.
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Auditors’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgement and professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Lin, Yi-Fan
[Chen, Ching Chang ]
For and on Behalf of PricewaterhouseCoopers, Taiwan March 15, 2023
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
~8~
YEM CHIO CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(3) and 8 6(4) 6(5) 6(5) 7 7 6(6), 7 and 8 7 6(3) 6(4) and 8 6(7) 6(8) and 8 6(9) and 8 6(11), 7 and 8 6(27) 8 |
December 31, 2022 AMOUNT % $558,201381-959,3784392,067231,759-260,1261109,989120,423-1,030,7465202-6,361,68529522,347210,247,004475,597-104,793-6,130,083283,218,6741559,174-2,123,77410144-52,765-5,046-11,700,05053$21,947,054100 |
December31,2021(Asrestated) | December31,2021(Asrestated) |
|---|---|---|---|---|
AMOUNT$558,20181959,378392,06731,759260,126109,98920,4231,030,7462026,361,685522,34710,247,0045,597104,7936,130,0833,218,67459,1742,123,77414452,7655,04611,700,050$21,947,054 |
AMOUNT$353,576134,7541,390,690196,62369,027547,261246,88414,2492,417,445-5,682,451512,72411,565,6845,597209,1324,894,8223,361,809-2,098,27616676,2562,46410,648,522$22,214,206 |
% | ||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1120 Financial assets at fair value through other comprehensive income - current 1136 Financial assets at amortised cost - current 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable - related parties 1200 Other receivables 1210 Other receivables - related parties 1220 Current tax assets 130X Inventories, net 1470 Other current assets 11XX Total current assets Non-current assets 1517 Financial assets at fair value through other comprehensive income - non- current 1535 Financial assets at amortised cost - non-current 1550 Investments accounted for under equity method 1600 Property, plant and equipment, net 1755 Right-of-use assets 1760 Investment property, net 1780 Intangible assets, net 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
2161-21-11-262 |
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52 |
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-12215-10--- |
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48 |
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100 |
(Continued)
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YEM CHIO CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December 31, 2022 December31,2021(Asrestated) Notes AMOUNT % AMOUNT % 6(12) and 8 $2,471,09211 $3,727,592176(13) 550,0003410,00026(21) and 7 593,2013479,895240,079-76,465-108,905-151,52617 14,129-16,694-128,4891135,93017 754-361,142228,761-87,671-2,534---6(14)(15)(16) and 8 2,448,500113,006,078136,996-10,804-6,393,440298,463,797386(15) and 8 411,7782--6(16) and 8 2,964,750142,409,045116(27) 88,583-85,149-56,846---6(7)(17) 893,9494902,65644,415,906203,396,8501510,809,3464911,860,647536(18) 6,404,897296,380,5402910,000-2,333-6(19) 2,638,722122,384,602106(20) 467,8752359,2432477,7082490,57221,549,17971,256,99963,6721 (106,385 )-6(18) (414,345) (2 ) (414,345 ) (2)11,137,7085110,353,559479 11 $21,947,054100 $22,214,206100 |
|---|---|
| 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 - related parties 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2280 Current lease liabilities 2320 Long-term liabilities, current portion 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2530 Corporate bonds payable 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Non-current lease liabilities 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Common stock 3130 Certificate of entitlement to new shares from convertible bonds Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3500 Treasury stocks 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these parent company only financial statements.
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YEM CHIO CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)
| Items | Year ended December 31 2022 2021 (As restated) Notes AMOUNT % AMOUNT % 6(21) and 7 $3,642,524100$5,077,3431006(6)(26) and 7 (3,248,693) (89) (4,299,773) (84)393,83111777,570166(26) (227,257) (6) (224,449) (5)(124,090) (4) (122,066) (2)--(2,515)-(351,347) (10) (349,030) (7)42,4841428,54096(22) and 7 12,334-17,055-6(23) and 7 192,8675170,20946(24) 124,3864620,649126(25) and 7 (68,726) (2) (88,025) (2)6(7) 795,96122(192,531) (4)1,056,82229527,357101,099,30630955,897196(27) (61,480) (1) (84,210) (2)1,037,82629871,68717--(3,925)-$1,037,82629$867,762176(17) ($3,373)-$1,846-6(3) (213,299) (6)389,5348(20,342) (1)9,756-6(27) 675-(369)-(236,339) (7)400,7678304,0978(101,671) (2)14,9871(7,274)-319,0849(108,945) (2)$82,7452$291,8226--(2,768)-$1,120,57131$1,156,816236(28) $1.72$1.476(28) $1.58$1.32 |
|---|---|
| 4000 Sales revenue 5000 Operating costs 5950 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit (loss) of associates and joint ventures accounted for using equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8000 Profit for the year from continuing operations 8160 Profit (loss) attributable to non- controlling interests before business combination under common control 8200 Profit for the year Other comprehensive income (loss) Components of other comprehensive income that will not be reclassified to profit or loss 8311 Actuarial (losses) gains on defined benefit plans 8316 Unrealised (losses) gains from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive (loss) income of associates and joint ventures accounted for using equity method 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 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 Financial statements translation differences of foreign operations 8380 Share of other comprehensive income (loss) of associates and joint ventures accounted for using equity method 8360 Other comprehensive income (loss) that will be reclassified to profit or loss 8300 Other comprehensive income for the year 8400 Comprehensive income attributable to non-controlling interests before business combination under common control 8500 Total comprehensive income for the year Earnings per share (in dollars) 9750 Basic earnings per share 9850 Diluted earnings per share |
The accompanying notes are an integral part of these parent company only financial statements.
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YEM CHIO CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| 2021 (As restated) Balance at January 1, 2021 Profit for the year Other comprehensive income (loss) Total comprehensive income (loss) Appropriations and distribution of retained earnings for the year ended December 31, 2020 Cash dividends Stock dividends Legal reserve Reversal of special reserve Disposal of equity investment valued at fair value through other comprehensive income Disposal of investments in equity instruments designated at fair value through other comprehensive income of subsidiaries Disposal of treasury shares by subsidiaries Cancellation of treasury stocks Conversion of convertible bonds Changes in ownership interests in subsidiaries Conversion of certificates of bonds-to-share Difference between consideration and carrying amount of subsidiaries acquired or disposed The Company's stocks held by subsidiaries deemed as cash dividends distributed to treasury stocks Reorganization Balance at December 31, 2021 2022 Balance at January 1, 2022 Profit for the year Other comprehensive income (loss) Total comprehensive income (loss) Appropriations and distribution of retained earnings for the year ended December 31, 2021 Cash dividends Legal reserve Reversal of special reserve Disposal of equity investment valued at fair value through other comprehensive income Disposal of investments in equity instruments designated at fair value through other comprehensive income of subsidiaries Conversion of convertible bonds Adjustments recognised not based on the shareholding ratio Changes in ownership interests in subsidiaries Conversion of certificates of bonds-to-share Subsidiaries holding the Company’s stocks are regarded as treasury stocks and receive cash dividends Gains from exercise of disgorgement Balance at December 31, 2022 |
Notes | Capital Share capital - common stock Certificate of entitlement to new shares from convertible bonds $ 5,700,402 $150,076 - - - - - - - - 348,445 - - - - - - - - - - - (93,800)- - 277,750 - - 425,493 (425,493)- - - - - - $ 6,380,540 $2,333 $ 6,380,540 $2,333 - - - - - - - - - - - - - - - - - 32,024 - - - - 24,357 (24,357)- - - - $ 6,404,897 $10,000 |
Capital surplus | Retained Earnings | Unappropriated retained earnings |
O | ther EquityInteres | t | Treasury stocks ( $ 562,488)- - - - - - - - - 8,870 139,273 - - - - - - ( $ 414,345)( $ 414,345)- - - - - - - - - - - - - - ( $ 414,345) |
Equity attributable to non-controlling interest before business combination under common control |
Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital - common stock |
Legal reserve$279,187 - - - - - 80,056 - - - - - - - - - - - $359,243 $359,243 - - - - 108,632 - - - - - - - - - $467,875 |
Special reserve | Financial statements translation differences of foreign operations ( $536,781) - (105,221)(105,221)- - - - - - - - - - - - - - ( $642,002)( $642,002)- 328,415 328,415 - - - - - - - - - - - ( $313,587) |
Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income |
Revaluation surplus |
|||||||||||
6(20) 6(3) 6(18) 6(18)(19) 6(18)(19) 6(19) 6(19) 6(19) 6(20) 6(3) 6(18)(19) 6(19) 6(19) 6(19) 6(19) |
$ 5,700,402 - - - - 348,445 - - - - - (93,800)- - 425,493 - - - $ 6,380,540 $ 6,380,540 - - - - - - - - - - - 24,357 - - $ 6,404,897 |
$ 2,592,442 - - - -------(45,473 ) 72,503(1,929 ) -(243,740 ) 10,799- $ 2,384,602 $ 2,384,602 - - - -----3,214232,209(17 ) -18,423291 $ 2,638,722 |
$637,634 - - - - - - (147,062) - - - - - - - - - - $490,572 $490,572 - - - - - (12,864) - - - - - - - - $477,708 |
$800,561867,76212,787880,549(348,445) (348,445) (80,056) 147,062219,292(13,519) --------$ 1,256,999$ 1,256,9991,037,82638,5031,076,329(622,566) (108,632) 12,864(10,871) (54,944) ------$ 1,549,179 |
($79,674) - 381,488 381,488 - - - - (219,292) 13,519 - - - - - - - - $96,041 $96,041 - (284,173) (284,173) - - - 10,871 54,944 - - - - - - ($122,317) |
$439,576-----------------$439,576$439,576--------------$439,576 |
$- 3,925 2,768 6,693 - - - - - - - - - - - - - (6,693) $- $- - - - - - - - - - - - - - - $- |
$ 9,420,935871,687291,8221,163,509(348,445)-----8,870-350,253(1,929)-(243,740)10,799(6,693)$ 10,353,559$ 10,353,5591,037,82682,7451,120,571(622,566)----35,238232,209(17)-18,423291$ 11,137,708 |
The accompanying notes are an integral part of these parent company only financial statements.
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YEM CHIO CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Loss (gain) on financial assets at fair value through profit or loss Gain on disposal of non-current assets held for sale Share of (profit) loss of associates and joint ventures accounted for under equity method Depreciation Loss on disposal of property, plant and equipment Gain on fair value adjustment of investment property Amortization Employees' compensation Interest income Dividend income Interest expense Changes in operating assets and liabilities Changes in operating assets Notes receivable, net Accounts receivable, net Accounts receivable - related parties Other receivables Other receivables - related parties Inventories Other current assets Changes in operating liabilities Current contract liabilities Notes payable Accounts payable Accounts payable - related parties Other payables Other payables - related parties Other current liabilities Other non-current liabilities Cash inflow generated from operations Interest received Dividends received Interest paid Income tax paid Net cash flows from operating activities |
Year ended December 31 Notes 2022 2021 (As restated) $1,099,306 $955,8976(2)(24) 48,470 ( 21,028 )6(11)(24) - ( 661,905 )6(7) ( 795,961 ) 192,5316(8)(26) 203,085204,5086(24) 201656(11)(24) ( 25,498 ) ( 7,810 )6(26) 22226(26) 5,5755,5766(22) ( 12,334 ) ( 17,055 )6(23) ( 107,062 ) ( 79,695 )6(25) 68,72688,02537,268 ( 26,816 )287,135 ( 197,556 )136,895 ( 128,752 )( 6,174 ) 44,483( 2,460 ) ( 392 )( 585,220 ) ( 575,213 )( 9,201 ) 36,153113,306145,481( 36,386 ) 38,572( 42,621 ) 11,062( 2,565 ) 976( 12,751 ) ( 10,352 )( 5,388 ) 1,429( 3,808 ) 1,916( 55 ) 923 352,3241,14528,31117,055205,3811,363,823( 159,180 ) ( 163,482 )( 92,993 ) ( 86,177 )333,843 1,132,364 |
|---|---|
(Continued)
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YEM CHIO CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES (Increase) decrease in financial assets at amortised cost Decrease (increase) in other receivables - related parties Proceeds from disposal of investments accounted for using equity method - subsidiaries Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in financial assets at fair value through profit or loss Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from disposal of non-current assets held for sale (Increase) decrease in other non-current assets Net cash flows from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term borrowings Increase in short-term notes and bills payable Decrease in other payables - related parties Proceeds from long-term borrowings Repayment of long-term borrowings Decrease in lease liabilities Payment of cash dividends Gains from exercise of disgorgement Net cash flows used in financing activities Net increase 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 2022 2021 (As restated) ($91,105 ) $7,0991,373,182 ( 1,357,090 )- ( 26,610 )- ( 8,000 )6(29) ( 59,448 ) ( 68,552 )951286,19634,661( 923,599 ) ( 1,166,444 )1,141,6121,317,2246(11) -1,043,350( 2,582 ) 4881,524,351 ( 223,862 )6(30) ( 1,256,500 ) ( 427,741 )6(30) 140,000110,0006(30) ( 355,000 ) ( 597,817 )6(30) 1,174,0003,506,9586(30) ( 732,512 ) ( 3,072,297 )6(30) ( 1,282 ) -6(20) ( 622,566 ) ( 348,445 )6(19) 291-( 1,653,569 ) ( 829,342 )204,62579,160353,576274,416$558,201 $353,576 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
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YEM CHIO CO., LTD. NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
1. HISTORY AND ORGANISATION
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(1) Yem Chio Co., Ltd. (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.). The Company is primarily engaged in researching, designing, manufacturing, processing, and sales of packaging materials, including BOPP film and adhesive tape, as well as land development and construction. On December 1, 2022, the Company conducted a short-form merger with the wholly-owned subsidiary, Chuang-Yi Investment Co., Ltd. Under the merger, the Company was the surviving company while Chuang-Yi Investment Co., Ltd. was the dissolved company.
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(2) The Company had been listed as Second (TIGER) category securities on Gre Tai Securities Market since April, 2000, and had been listed as general securities since April, 2001. Since January 21, 2008, the Company had been listed on the Taiwan Stock Exchange.
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(3) Names and relationship of related parties:
| Names and relationship of related parties: | ||
|---|---|---|
| Namesandrelationship of related parties | Abbreviated companyname | Note |
| Subsidiaries of the Company | ||
| YEM CHIO (BVI) CO., LTD. | YEM CHIO | |
| ACHEM Technology Corporation | - | |
| Xin Chio Co., Ltd. | - | |
| Chuang-Yi Investment Co., Ltd. | - | Note 3 |
| UINN Hotel Co., Ltd. | UINN Hotel | |
| Wong Chio Development, Ltd. | - | |
| WONG CHIO (SAMOA) CO., LTD. | WONG CHIO | |
| Subsidiary of YEM CHIO | ||
| WAN CHIO (BVI) CO., LTD. | WAN CHIO | |
| Subsidiaries of ACHEM Technology Corporation | ||
| ASIACHEM International Corporation | - | |
| ACHEM Opto-Electronic Corporation | - | |
| Valueline Investment Corporation | - | |
| ACHEM Technology Holdings Limited | - |
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| Namesandrelationship of related parties | Abbreviated companyname | Note |
|---|---|---|
| Subsidiaries of Xin Chio Co., Ltd. | - | |
| Master Package (Shanghai) Material | - | |
| Technology Co., Ltd. | ||
| ACHEM (Tianjin) Adhesive Product | - | Note 4 |
| Co., Ltd. | ||
| ACHEM Technology (Wuhan) Limited | - | |
| Subsidiary of WAN CHIO | ||
| Wan Chio Petrochemical (Jiangsu) Co., Ltd. | - | |
| Subsidiaries of ASIACHEM International Corporation | ||
| Fuzhou Fuda Plastic Products Co., Ltd. | - | Note 1 |
| Subsidiaries of ACHEM Technology Holdings Limited | ||
| ACHEM Technology China | - | |
| ACHEM Technology Americas Ltd. | - | |
| ACHEM Technology (M) Sdn. Bhd. | - | |
| ACHEM Technology (Vietnam) Ltd. | - | |
| ACHEM Technology (India) Ltd. | - | Note 2 |
| ASIA PLASTICS (BVI) CO., LTD. | ASIA PLASTICS | |
| Subsidiaries of ASIA PLASTICS | ||
| Achem Technology (Ningbo) Co., Ltd. | Ningbo Yem Chio Co., Ltd. | |
| Subsidiaries of ACHEM Technology China | ||
| ACHEM Technology (Chengdu) Limited | - | |
| ACHEM Technology (Dongguan) Adhesive | - | |
| Products Co., Ltd. | ||
| Foshan Inder Adhesive Product Co., Ltd. | - | |
| Wanchio Adhesive Product (Jiangsu) | - | |
| Co., Ltd. | ||
| LANDMART GLOBAL LIMITED | LANDMART | Note 5 |
| Subsidiary of ACHEM Technology Americas Ltd. | ||
| ACHEM Industry America Inc. | - | |
| Subsidiary of ACHEM Opto-Electronic Corporation | ||
| AOE Holding Limited | - | |
| Subsidiary of LANDMART | ||
| ACHEM Technology (Shanghai) Limited | - | Note 5 |
| Associate | ||
| Winda Opto-Electronics Co., Ltd. | - | |
| Yanrun Development Co., Ltd. | - | |
| Other related parties | ||
| Li, Qi-Zheng | - | |
| Li, Shu-Wei | - | |
| Key management of the Company | ||
| Li, Zhi-Xian | - |
Note 1: Fuzhou Fuda Plastic Products Co., Ltd. has ceased operations.
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Note 2: ACHEM Technology (India) Ltd. underwent liquidation in May 2017.
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Note 3: Chuang-Yi Investment Co., Ltd. was dissolved and merged with the Company since the effective date of the merger, December 1, 2022.
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Note 4: ACHEM (Tianjin) Adhesive Product Co., Ltd. completed the liquidation and deregistration in December 2022.
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Note 5: In October 2017, ACHEM Technology China increased its investment in its wholly-owned subsidiary, LANDMART, in the amount of US$28 million and then transferred its 100% equity interest in ACHEM Technology (Shanghai) Limited to LANDMART. As of December 31, 2022, ACHEM Technology (Shanghai) Limited has not yet completed the registration.
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THE DATE OF AUTHORISATION FOR ISSUANCE OF THE FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORISATION
These financial statements were authorised for issuance by the Board of Directors on March 15, 2023.
3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS
(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) that came into effect as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments endorsed by the FSC and became effective from 2022 are as follows:
| 2022 are as follows: | |
|---|---|
| New Standards,InterpretationsandAmendments | Effective date by International Accounting StandardsBoard |
| Amendments to IFRS 3, ‘Reference to the conceptual framework’ Amendments to IAS 16, ‘Property, plant and equipment: proceeds before intended use’ Amendments to IAS 37, ‘Onerous contracts— cost of fulfilling a contract’ Annual improvements to IFRS Standards 2018–2020 |
January 1, 2022 January 1, 2022 January 1, 2022 January 1, 2022 |
Except for the following, the above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’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 Company
New standards, interpretations and amendments endorsed by the FSC effective from 2023 are as follows:
| New Standards,InterpretationsandAmendments | Effective date by International Accounting StandardsBoard |
|---|---|
| Amendments to IAS 1, ‘Disclosure of accounting policies’ Amendments to IAS 8, ‘Definition of accounting estimates’ Amendments to IAS 12, ‘Deferred tax related to assets and liabilities arising from a single transaction’ |
January 1, 2023 January 1, 2023 January 1, 2023 |
The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
(3) IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:
| New Standards,InterpretationsandAmendments | Effective date by International Accounting StandardsBoard |
|---|---|
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’ Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’ IFRS 17, ‘Insurance contracts’ Amendments to IFRS 17, 'Insurance contracts' Amendment to IFRS 17, 'Initial application of IFRS 17 and IFRS 9 – comparative information' Amendments to IAS 1, ‘Classification of liabilities as current or non- current’ Amendments to IAS 1, ‘Non-current liabilities with covenants’ |
To be determined by International Accounting Standards Board January 1, 2024 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2024 January 1, 2024 |
The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
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(1) Compliance statement
The financial statements of the Company have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
(2) Basis of preparation
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A. Except for the following items, these financial statements have been prepared under the historical cost convention:
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(a) Financial assets at fair value through profit or loss.
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(b) Financial assets and liabilities at fair value through other comprehensive income measured at fair value.
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(c) Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.
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(d) Investment property remeasured at fair value.
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B. The preparation of financial statements in compliance with the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 5.
(3) Foreign currency translation
Items included in the financial statements of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The financial statements are presented in New Taiwan dollars, which is the Company’s functional and the Company’s presentation currency.
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A. Foreign currency transactions and balances
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(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.
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(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.
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(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.
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(d) All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.
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B. Translation of foreign operations
The operating results and financial position of all the group entities and associates that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
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(a) Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
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(b) Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
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(c) All resulting exchange differences are recognised in other comprehensive income.
(4) Classification of current and non-current items
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A. The Company’s operating cycle on building sales business is usually longer than 1 year. The assets and liabilities in relation to constructions are classified as current or non-current based on operating cycle (usually 4 to 5 years). Other assets and liabilities are classified as current or noncurrent based on a year.
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B. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
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(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;
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(b) Assets held mainly for trading purposes;
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(c) Assets that are expected to be realised within twelve months from the balance sheet date;
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(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.
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C. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
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(a) Liabilities that are expected to be paid off within the normal operating cycle;
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(b) Liabilities arising mainly from trading activities;
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(c) Liabilities that are to be paid off within twelve months from the balance sheet date;
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(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.
(5) 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.
(6) Financial assets at fair value through profit or loss
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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.
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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.
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C. At initial recognition, the Company measures the financial liabilities at fair value. All related transaction costs are recognised in profit or loss. The Company subsequently measures these financial liabilities at fair value with any gain or loss recognised in profit or loss.
(7) Financial assets at fair value through other comprehensive income
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A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which the Company has made an irrevocable election at initial recognition to recognise changes in fair value in other comprehensive income.
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B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognised and derecognised using trade date accounting.
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- C. At initial recognition, the Company measures the financial assets at fair value plus transaction costs. The Company subsequently measures the financial assets at fair value:
The changes in fair value of equity investments that were recognised in other comprehensive income are reclassified to retained earnings and are not reclassified to profit or loss following the derecognition of the investment. Dividends are recognised as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.
(8) Financial assets at amortised cost
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A. Financial assets at amortised cost are those that meet all of the following criteria:
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(a) The objective of the Company’s business model is achieved by collecting contractual cash flows.
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(b) The assets’ contractual cash flows represent solely payments of principal and interest.
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B. The Company’s time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.
(9) Accounts and notes receivable
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A. Accounts and notes receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.
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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.
(10) Impairment of financial assets
For debt instruments measured at fair value through other comprehensive income and financial assets at amortised cost, at each reporting date, the Company 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 or contract assets that do not contain a significant financing component, the Company recognises the impairment provision for lifetime ECLs.
(11) Derecognition of financial assets
The Group derecognises a financial asset when one of the following conditions is met:
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A. The contractual rights to receive the cash flows from the financial asset expire.
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B. The contractual rights to receive cash flows of the financial asset have been transferred and the Group has transferred substantially all risks and rewards of ownership of the financial asset.
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- C. The contractual rights to receive cash flows of the financial asset have been transferred; however, the Group has not retained control of the financial asset.
(12) Lease receivables / leases (lessor)
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
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A. Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted-average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads allocated based on normal operating capacity. It excludes borrowing costs. 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 estimated cost of completion and applicable variable selling expenses.
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B. Costs of buildings and land held for sale are stated at acquisition cost basis during construction. In accordance with IFRSs, the related interest expense is capitalised.
(14) Investments accounted for using equity method / subsidiaries and associates
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A. Subsidiaries are all entities (including structured entities) controlled by the Company. The Company controls an entity when the Company 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.
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B. Unrealised gains on transactions between the Company and its subsidiaries are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.
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C. The Company’s share of its subsidiaries’ 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 Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company recognise loss continuously in proportion to its ownership.
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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.
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E. Associates are all entities over which the Company 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.
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F. The Company’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 Company’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Company does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
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G. When changes in an associate’s equity are not recognised in profit or loss or other comprehensive income of the associate and such changes do not affect the Company’s ownership percentage of the associate, the Company recognises change in ownership interests in the associate in ‘capital surplus’ in proportion to its ownership.
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H. In the case that an associate issues new shares and the Group does not subscribe or acquire new shares proportionately, which results in a change in the Group’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital surplus’ and ‘investments accounted for under the equity method’ shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Group’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.
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I. Unrealised gains on transactions between the Company and its associates are eliminated to the extent of the Company’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 Company.
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J. When the Company disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it retains significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.
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- K. In accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the profit or loss and other comprehensive income or loss presented on the parent company only financial statements are consistent with those presented on the consolidated financial statements. In addition, owner’s equity presented on the parent company only is consistent with equity attributable to owners of parent presented on the consolidated financial statements.
(15) Property, plant and equipment
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A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.
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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 Company 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.
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C. 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.
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D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date. 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 Machinery and equipment Transportation equipment Office equipment (16) Leasing arrangements (lessee) - right-of-use assets / lease liabilities
1 ~ 60 years 1~ 25 years 1 ~ 8 years 1 ~ 10 years
- 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 Company. For short-term leases or leases of low-value assets, lease payments are recognised as an expense on a straight-line basis over the lease term.
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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 the following:
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(a) Fixed payments, less any lease incentives receivable; and
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(b) The exercise price of a purchase option, if the lessee is reasonably certain to exercise that option.
The Company 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.
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C. At the commencement date, the right-of-use asset is stated at cost comprising the following:
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(a) The amount of the initial measurement of lease liability;
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(b) Any lease payments made at or before the commencement date; and
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(c) 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.
(17) Investment property
An investment property is stated initially at its cost and measured subsequently using the fair value model. A gain or loss arising from a change in the fair value of investment property is recognised in profit or loss.
(18) Notes and accounts payable
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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.
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B. The short-term accounts and notes payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
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(19) Convertible bonds payable
Convertible corporate bonds issued by the Company contain conversion options (that is, the bondholders have the right to convert the bonds into the Company’s common shares by exchanging a fixed amount of cash for a fixed number of common shares), call options and put options. The Company classifies the bonds payable and derivative features embedded in convertible corporate bonds on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial asset, a financial liability and an equity instrument. Convertible corporate bonds are accounted for as follows:
- A. Embedded call options and put options
Call options and put options embedded in convertible corporate bonds are recognised initially at net fair value as ‘financial assets or financial liabilities at fair value through profit or loss’. They are subsequently remeasured and stated at fair value on each balance sheet date; the gain or loss is recognised as ‘gain or loss on valuation of financial assets or financial liabilities at fair value through profit or loss’.
- B. Bonds payable of convertible corporate bonds
Bonds payable of convertible corporate bonds is initially recognised at fair value and subsequently stated at amortised cost. Any difference between the proceeds and the redemption value is accounted for as the premium or discount on bonds payable and presented as an addition to or deduction from bonds payable, which is amortised in profit or loss as an adjustment to the ‘finance costs’ over the period of bond circulation using the effective interest method.
- C. Embedded conversion options (meet the definition of equity)
Conversion options embedded in convertible corporate bonds issued by the Company, which meet the definition of an equity instrument, are initially recognised in ‘capital surplus—share options’ at the residual amount of total issue price less amounts of ‘financial assets or financial liabilities at fair value through profit or loss’ and ‘bonds payable—net’ as stated above. Conversion options are not subsequently remeasured.
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D. Any transaction costs directly attributable to the issuance of convertible corporate bonds are allocated to the liability and equity components in proportion to the allocation of proceeds.
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E. When bondholders exercise conversion options, the liability component of the bonds (including ‘bonds payable’ and ‘financial assets or financial liabilities at fair value through profit or loss’) shall be remeasured on the conversion date. The book value of common shares issued due to the conversion shall be based on the adjusted book value of the above-mentioned liability component plus the book value of capital surplus –share options.
(20) Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability specified in the contract is discharged or cancelled or expires.
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(21) 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 expenses in that period when the employees render service.
B. Pensions
- (a) Defined contribution plan
For the defined contribution plan, the contributions are recognised as pension expenses 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.
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(b) Defined benefit plan
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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 Company in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plan 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 highquality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability; when there is no deep market in high-quality corporate bonds, the Company uses interest rates of government bonds (at the balance sheet date) instead.
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ii. Remeasurements arising on the defined benefit plan 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 Company’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 Company recognises expense as it can no longer withdraw an offer of termination benefits or it recognises related restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after the balance sheet date shall be discounted to their present value.
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- D. Employees’ compensation and directors’ remuneration
Employees’ compensation and directors’ and remuneration are recognised as expenses and liabilities, 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.
- (22) Employee share based payment
For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognised as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and nonmarket vesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. Ultimately, the amount of compensation cost recognised is based on the number of equity instruments that eventually vest.
(23) Income tax
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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 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 of 5% is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.
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C. Deferred income 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. However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income 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 Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income 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 income tax asset is realised or the deferred income tax liability is settled.
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- D. Deferred income 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 income tax assets are reassessed.
(24) Share capital
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A. 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.
-
B. Where the Company repurchases the Company’s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.
(25) Dividends
Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities; stock dividends are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.
(26) Revenue recognition
A. Sales of goods
-
(a) Sales are recognised when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Company has objective evidence that all criteria for acceptance have been satisfied.
-
(b) 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.
B. Land development and resale
- (a) The Company develops and sells residential properties. Revenue is recognised when control over the property has been transferred to the customer. The properties have generally no alternative use for the Company due to contractual restrictions. However, an enforceable right to payment does not arise until legal title has passed to the customer. Therefore, revenue is recognised at a point in time when the legal title has passed to the customer.
~30~
- (b) The revenue is measured at an agreed upon amount under the contract. The consideration is due when legal title has been transferred. While deferred payment terms may be agreed in rare circumstances, the deferral never exceeds twelve months. The transaction price is therefore not adjusted because the contract does not include a significant financing component.
(27) Reorganization
On December 1, 2022, the Company conducted a short-form merger with the subsidiary, ChuangYi Investment Co., Ltd. and the merger was an intra-company reorganization. In accordance with the Accounting Research and Development Foundation Interpretation 101-301, the merger was accounted for using book value method and the prior period financial statements were retrospectively restated as if the merger occurred from the beginning.
5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY
The preparation of these financial statements requires management to make critical judgements in applying the Company’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 Company’s accounting policies
None.
(2) Critical accounting estimates and assumptions
A. Evaluation of inventories
As inventories are stated at the lower of cost and net realisable value, the Company must determine the net realisable value of inventories on balance sheet date using judgements and estimates. The Company evaluates the amounts of normal inventory consumption and obsolete inventories 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.
B. Investment property
The fair value valuation of investment property relies on the real estate appraisers to determine future cash flows, discount rate and profit or loss which is likely to accrue or incur afterwards based on the experts’ judgement, utilisation of the assets and industrial characteristics. Any changes of economic circumstances or estimates due to the change of the Company’s strategy might affect the value of investment property.
~31~
6. DETAILS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| Cash and cash equivalents | ||
|---|---|---|
| Cash on hand and revolving funds Checking accounts and demand deposits Bonds sold under repurchase agreements |
December31,2022 398 $ 557,803 - 558,201 $ |
December31,2021 |
| 429 $ 325,467 27,680 |
||
| 353,576 $ |
-
A. The Company 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. Cash and cash equivalents that were pledged as collateral were reclassified to financial assets at amortized cost. Details are provided in Notes 6(4) and 8.
(2) Financial assets at fair value through profit or loss
| Current items: Financial assets mandatorily measured at fair value through profit or loss Listed stocks Valuation adjustment |
December31,2022 December31,2021 - $ 135,588 $ - 1,585) ( - $ 134,003 $ |
December31,2021 |
|---|---|---|
| Current items: | ||||
|---|---|---|---|---|
| Financial assets designated as at fair value through | ||||
| profit or loss | ||||
| Derivative financial instruments - bonds payable | ($ | 203) |
($ | 221) |
| Valuation adjustment | 284 | 972 | ||
| $ | 81 | $ | 751 |
~32~
- A. Amounts recognized in profit or loss in relation to financial assets at fair value through profit or loss are listed below:
| Financial assets mandatorily measured at fair value through profit or loss Equity instruments ( Financial assets designated as at fair value through profit or loss Derivative financial instruments - bonds payable ( |
2022 2021 44,326) $ 21,150 $ 660) $ 122) ($ YearendedDecember31 |
|---|---|
- B. Amounts recognised in profit or loss in relation to financial liabilities at fair value through profit or loss are listed below:
| Financial liabilities designated as at fair value through profit or loss Derivative instruments ( |
YearendedDecember31 | YearendedDecember31 |
|---|---|---|
| 2022 3,484) $ |
2021 | |
| - $ |
-
C. As of December 31, 2022 and 2021, the amounts recognised in profit or loss in relation to financial liabilities at fair value through profit or loss are ($3,484) and $0, respectively.
-
D. As of December 31, 2022 and 2021, the issuance of convertible bonds by the Company amounting to $81 and $751, respectively, was recognized under ‘financial assets designated as at fair value through profit or loss on initial recognition’ due to their compound instrument feature.
-
(a) For the years ended December 31, 2022 and 2021, the Company has recognized the changes in fair value amounting to ($660) and ($122), respectively, which are not attributable to the changes in credit risk of the assets.
-
(b) For the terms of the 8th and 9th secured convertible bonds issued by the Company, refer to Note 6(15).
~33~
(3) Financial assets at fair value through other comprehensive income
| Current items: Equity instruments Listed stocks Valuation adjustments ( Non-current items: Equity instruments Unlisted shares Valuation adjustments |
December31,2022 975,640 $ 16,262) 959,378 $ 1,719 $ 3,878 5,597 $ |
December31,2021 |
|---|---|---|
| 1,204,239 $ 186,451 |
||
| 1,390,690 $ |
||
| 1,719 $ 3,878 |
||
| 5,597 $ |
-
A. The Company has elected to classify equity investments that are considered to be strategic investments as financial assets at fair value through other comprehensive income.
-
B. Due to adjustments on strategic investments for the years ended December 31, 2022 and 2021, the Company sold its investments in stocks at fair value of $1,141,612 and $1,325,730, respectively.
-
C. Amounts recognised in profit or loss and other comprehensive income in relation to the financial assets at fair value through other comprehensive income are listed below:
| Equity instruments at fair value through other comprehensive income Fair value change recognised in other comprehensive income Cumulative losses reclassified to retained earnings due to derecognition Dividend income recognised in profit or loss Held at end of year Derecognised during the year |
YearendedDecember31 | YearendedDecember31 |
|---|---|---|
| 2022 213,299) ($ 10,871) ($ 63,604 $ 43,458 107,062 $ |
2021 | |
| 389,534 $ |
||
| 240,685 $ |
||
| 50,470 $ 24,012 |
||
| 74,482 $ |
D. Details of the Company’s financial assets at fair value through other comprehensive income pledged to others as collateral are provided in Note 8.
~34~
(4) Financial assets at amortised cost
| Financial assets at amortised cost | ||
|---|---|---|
| Items Current items: Restricted demand deposits Restricted time deposits Non-current items: Restricted demand deposits Restricted time deposits |
December31,2022 207,807 $ 184,260 392,067 $ 47,011 $ 57,782 104,793 $ |
December31,2021 |
| 196,623 $ - |
||
| 196,623 $ |
||
| 104,133 $ 104,999 |
||
| 209,132 $ |
- A. Amounts recognised in profit or loss in relation to financial assets at amortised cost are listed below:
| below: | ||
|---|---|---|
| Interest income | YearendedDecember31 | |
| 2022 1,290 $ |
2021 | |
| 104 $ |
-
B. The restricted demand deposits in the current items were restricted domestic presold house project trust funds, which may not be drawn within the term of trust.
-
C. As at December 31, 2022 and 2021, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at amortised cost held by the Company was $496,860 and $405,755, respectively.
-
D. Details of the Company’s financial assets at amortised cost pledged to others as collateral are provided in Note 8.
(5) Notes and accounts receivable
| Notes receivable Less: Allowance for uncollectible accounts Accounts receivable Less: Allowance for uncollectible accounts ( |
December31,2022 31,759 $ - 31,759 $ December31,2022 275,958 $ 15,832) ( 260,126 $ |
December31,2021 |
|---|---|---|
| 69,027 $ - |
||
| 69,027 $ |
||
| December31,2021 | ||
| 563,093 $ 15,832) |
||
| 547,261 $ |
~35~
- A. The ageing analysis of accounts receivable and notes receivable that were past due but not impaired is as follows:
| Not past due Up to 30 days 31 to 90 days 91 to 180 days Over 180 days Not past due Up to 30 days 31 to 90 days 91 to 180 days Over 180 days |
December31,2022 |
|---|---|
| Notesreceivable Accountsreceivable 31,759 $ 201,569 $ - 43,973 - 29,468 - - - 948 31,759 $ 275,958 $ December31,2021 |
|
| Notesreceivable Accountsreceivable 69,027 $ 360,848 $ - 147,228 - 54,322 - - - 695 69,027 $ 563,093 $ |
The above ageing analysis was based on past due date.
-
B. As of December 31, 2022 and 2021, accounts and notes receivable were all from contracts with customers. As of January 1, 2021, the balance of receivables from contracts with customers amounted to $391,916.
-
C. The Company does not hold any collateral for accounts and notes receivable.
-
D. Information relating to credit risk of accounts receivable and notes receivable is provided in Note 12(2).
~36~
(6) Inventories
A. Inventories were as follows:
| Inventories were as follows: | |||
|---|---|---|---|
| Packaging Materials Sales Channel business: Raw materials and supplies Finished goods Land Development & Construction business: Construction-in-progress Land held for building Packaging Materials Sales Channel business: Raw materials and supplies Finished goods Land Development & Construction business: Construction-in-progress Land held for building |
December31,2022 | ||
| Cost 220,675 $ 188,382 409,057 5,567,928 397,444 5,965,372 6,374,429 $ |
Allowance for valuation loss 5,582) ($ 5,368) ( 10,950) ( 1,794) ( - 1,794) ( 12,744) ($ December31,2021 |
Bookvalue | |
| 215,093 $ 183,014 |
|||
| 398,107 | |||
| 5,566,134 397,444 |
|||
| 5,963,578 | |||
| 6,361,685 $ |
|||
| Cost 223,567 $ 135,606 359,173 4,410,099 925,923 5,336,022 5,695,195 $ |
Bookvalue | ||
| 217,985 $ 130,238 |
|||
| 348,223 | |||
| 4,410,099 924,129 |
|||
| 5,334,228 | |||
| 5,682,451 $ |
~37~
- B. The cost of inventories recognised as expense for the year:
| Cost of inventories sold Cost of construction sold Loss on market price decline |
YearendedDecember31 |
|---|---|
| 2022 2021 3,247,915 $ 3,922,427 $ 778 376,480 - 866 3,248,693 $ 4,299,773 $ |
- C. Amount of borrowing costs capitalised as part of inventory and the range of interest rates for such capitalisation are as follows:
| capitalisation are as follows: | ||
|---|---|---|
| Amount capitalised Range of interest rates |
YearendedDecember31 | |
| 2022 94,300 $ 1.98%~2.88% |
2021 | |
| 76,680 $ 1.68%~2.26% |
-
D. Information about the inventories that were pledged to others as collateral is provided in Note 8.
-
E. The Company acquired the land in Taishan Dist., New Taipei City in June 2021, and the landtransfer procedure had been completed. The inventory-lands under construction amounted to $392,911.
- (7) Long term investments accounted for under the equity method
- A. Details of long-term equity investments accounted for under the equity method are set forth below:
| December | 31,2022 | 31,2022 | 31,2022 | December | 31,2021 | 31,2021 | 31,2021 | |
|---|---|---|---|---|---|---|---|---|
| Percentage of | Percentage of | |||||||
| Shown asassets | ownership | Bookvalue | ownership | Bookvalue | ||||
| ACHEM Technology Corporation |
100.00 | $ | 5,768,267 |
100.00 | $ | 4,521,370 |
||
| Wong Chio Development, Ltd. |
100.00 | 294,887 | 100.00 | 309,731 | ||||
| Xin Chio Co., Ltd. | 41.76 | 66,929 | 41.76 | 59,592 | ||||
| Yanrun Development | ||||||||
| Co., Ltd. | 40.00 | - | 40.00 | 4,129 | ||||
| $ | 6,130,083 | $ | 4,894,822 | |||||
| Shown asliabilities | ||||||||
| Yanrun Development Co., Ltd. |
40.00 | ($ | 3,188) |
|||||
| UINN Hotel Co., Ltd. | 100.00 | ( | 28,190) |
100.00 | ($ | 25,164) |
||
| YEM CHIO | 100.00 | ( | 826,083) |
100.00 | ( | 844,322) |
||
| ($ | 857,461) | ($ | 869,486) |
~38~
- B. Investment income (loss) accounted for under the equity method for the years ended December 31, 2022 and 2021 is set forth below:
| 31, 2022 and 2021 is set forth below: | ||||||
|---|---|---|---|---|---|---|
| YearendedDecember31 | ||||||
| Investee company | 2022 | 2021 | ||||
| ACHEM Technology Corporation | $ | 756,723 |
$ | 60,708 |
||
| YEM CHIO | 18,097 | ( | 391,541) |
|||
| Wong Chio Development, Ltd. | ( | 14,844) |
( | 11,239) |
||
| UINN Hotel Co., Ltd. | ( | 3,026) |
117,272 | |||
| Xin Chio Co., Ltd. | 46,017 | 36,140 | ||||
| Yanrun Development Co., Ltd. | ( | 7,006) |
( | 3,871) |
||
| $ | 795,961 | ($ | 192,531) |
-
C. Refer to Note 4(3) in the consolidated financial statements for the year ended December 31, 2022 for the information regarding the Company’s subsidiaries.
-
D. To integrate Group resources, reduce operating costs and the consideration for tax mitigation, the Company conducted a short-form merger with Chuang-Yi Investment Co., Ltd. as resolved by the Board of Directors on November 10, 2022. Under the merger, the Company was the surviving company. On January 12, 2023, the Company obtained the approval for the registration of the change from Taipei City Government and the effective date of the merger was set on December 1, 2022.
~39~
(8) Property, plant and equipment
2022
| Cost Accumulated depreciation and impairment Opening net book amount as at January 1 Additions Disposals Transfers Reclassifications Depreciation charge Closing net book amount as at December 31 At December 31 Cost Accumulated depreciation and impairment At January 1 |
Buildings and Machinery and Transportation Office Unfinished construction and equipment under Land structures equipment equipment equipment acceptance Total 723,524 $ 1,708,295 $ 3,096,223 $ 2,136 $ 47,177 $ 37,949 $ 5,615,304 $ - 575,084) ( 1,638,551) ( 1,655) ( 38,205) ( - 2,253,495) ( 723,524 $ 1,133,211 $ 1,457,672 $ 481 $ 8,972 $ 37,949 $ 3,361,809 $ 723,524 $ 1,133,211 $ 1,457,672 $ 481 $ 8,972 $ 37,949 $ 3,361,809 $ - - - - 59,448 59,448 - - 115) ( - - - 115) ( - 8,130 42,392 - 1,293 51,815) ( - - 3) ( - - 419) ( 422) ( - 41,953) ( 155,944) ( 143) ( 4,006) ( - 202,046) ( 723,524 $ 1,099,388 $ 1,344,002 $ 338 $ 6,259 $ 45,163 $ 3,218,674 $ 723,524 $ 1,716,425 $ 3,137,884 $ 2,136 $ 48,472 $ 45,163 $ 5,673,604 $ - 617,037) ( 1,793,882) ( 1,798) ( 42,213) ( - 2,454,930) ( 723,524 $ 1,099,388 $ 1,344,002 $ 338 $ 6,259 $ 45,163 $ 3,218,674 $ |
|---|---|
~40~
2021
| At January 1 Cost Accumulated depreciation and impairment Opening net book amount as at January 1 Additions Disposals Transfers Reclassifications Depreciation charge Closing net book amount as at December 31 At December 31 Cost Accumulated depreciation and impairment |
Buildings and Machinery and Land structures equipment 704,023 $ 1,703,924 $ 3,064,343 $ - 528,793) ( 1,486,339) ( ( 704,023 $ 1,175,131 $ 1,578,004 $ 704,023 $ 1,175,131 $ 1,578,004 $ - - - - - 177) ( 19,501 4,370 33,503 - - - - 46,290) ( 153,658) ( ( 723,524 $ 1,133,211 $ 1,457,672 $ 723,524 $ 1,708,295 $ 3,096,223 $ - 575,084) ( 1,638,551) ( ( 723,524 $ 1,133,211 $ 1,457,672 $ |
Transportation equipment 2,136 $ 1,422) ( 714 $ 714 $ - - - - 233) ( 481 $ 2,136 $ 1,655) ( 481 $ |
Office Unfinished construction and equipment under equipment acceptance Total 46,053 $ 29,110 $ 5,549,589 $ 33,878) - 2,050,432) ( 12,175 $ 29,110 $ 3,499,157 $ 12,175 $ 29,110 $ 3,499,157 $ - 68,552 68,552 - - 177) ( 1,124 58,498) ( - - 1,215) ( 1,215) ( 4,327) - 204,508) ( 8,972 $ 37,949 $ 3,361,809 $ 47,177 $ 37,949 $ 5,615,304 $ 38,205) - 2,253,495) ( 8,972 $ 37,949 $ 3,361,809 $ |
|---|---|---|---|
~41~
-
A. No borrowing cost was capitalised as part of property, plant and equipment for the years ended December 31, 2022 and 2021.
-
B. Information about the property, plant and equipment that were pledged to others as collateral is provided in Note 8.
-
C. In June 2011, ACHEM Technology Corporation revalued its assets in accordance with the laws and regulations. The gross revaluation increment in the amount of $569,967, net of provision for land revaluation increment tax of $228,975, was recorded as “Unrealised revaluation increment” in the amount of $340,992, under other stockholders’ equity adjustments. The Company recognised this “Unrealised revaluation increment” into special reserve amounting to $170,769 in proportion to shares held.
-
-
-
(9) Leasing arrangements lessee
-
A. The Company leases various assets including land. Rental contracts are typically made for periods of 19 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.
-
B. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| There was no such situation in 2021. December31,2022 Carryingamount Land $59,174 |
December31,2022 | YearendedDecember31,2022 |
|---|---|---|
| Carryingamount | Depreciationcharge | |
| $1,039 |
-
C. For the years ended December 31, 2022 and 2021, the additions to right-of-use assets were $60,213 and $0, respectively.
-
D. The information on profit and loss accounts relating to lease contracts is as follows:
| Items affecting profit or loss Interest expense on lease liabilities Expense on short-term lease contracts |
YearendedDecember31 |
|---|---|
| 2022 2021 449 $ - $ 3,233 5,551 |
-
E. For the years ended December 31, 2022 and 2021, the Company’s total cash outflow for leases were $4,515 and $5,551, respectively.
-
F. The Company has no right-of-use assets pledged to others as collateral.
~42~
(10) Leasing arrangements - lessor
-
A. The Company leases various assets including land and buildings. Rental contracts are typically made for periods of 1 to 13 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.
-
B. For the years ended December 31, 2022 and 2021, the Company recognised rent income in the amount of $34,880 and $42,622, respectively, based on the operating lease agreement, which does not include variable lease payments.
-
C. The maturity analysis of the lease payments under the operating leases is as follows:
| 2022 2023 2024 2025 2026 After 2027 |
December31,2022 - 10,836 15,675 11,268 5,351 7,219 50,349 $ |
December31,2021 |
|---|---|---|
| 21,294 12,384 8,056 2,940 1,680 6,450 |
||
| 52,804 $ |
(11) Investment property
| Investment property | |||
|---|---|---|---|
| Related party At January 1 830,541 $ Gain on fair value adjustment 4,375 At December 31 834,916 $ Related party At January 1 1,123,156 $ Reclassifications 294,970) ( Gain on fair value adjustment 2,355 At December 31 830,541 $ |
2022 | ||
| Related party 830,541 $ 4,375 834,916 $ |
Non-related party 1,267,735 $ 21,123 1,288,858 $ 2021 |
Total | |
| 2,098,276 $ 25,498 |
|||
| 2,123,774 $ |
|||
| Non-related party 967,310 $ 294,970 5,455 1,267,735 $ |
Total | ||
| 2,090,466 $ - 7,810 |
|||
| 2,098,276 $ |
~43~
- A. Rental income from investment property and direct operating expenses arising from investment property are shown below:
| property are shown below: | |||
|---|---|---|---|
| Rental revenue from investment property Direct operating expenses arising from the investment property that generated rental income during the year Direct operating expenses arising from the investment property that did not generate rental income during the year Rental revenue from investment property Direct operating expenses arising from the investment property that generated rental income during the year Direct operating expenses arising from the investment property that did not generate rental income during the year |
YearendedDecember31,2022 | ||
| Related party Non-related party Total 5,989 $ 23,425 $ 29,414 $ 1,430 $ 3,968 $ 5,398 $ - $ 407 $ 407 $ YearendedDecember31,2021 |
Total | ||
| 29,414 $ |
|||
| 5,398 $ |
|||
| 407 $ |
|||
| Related party 15,297 $ 2,015 $ - $ |
Non-related party 20,731 $ 3,078 $ 246 $ |
Total | |
| 36,028 $ |
|||
| 5,093 $ |
|||
| 246 $ |
B. Fair value basis of investment property
The Company’s investment property mainly comprises office buildings and hotels located in Neihu District, Shihlin District, Zhongzheng District, Taipei City, etc. The Company earns rental income from leasing and the lease terms are between 1 to 13 years. As of December 31, 2022 and 2021, the related assumptions are as follows:
~44~
(a) The location, valuation method, appraisal firm, appraiser and appraisal date are shown below:
| Object Location Valuation method Effective date for appraisal Appraiser Appraisal firm |
December31,2022 December31,2021 Office buildings and hotels Office buildings and hotels Neihu District, Shihlin District and Zhongzheng District, Taipei City Neihu District, Shihlin District and Zhongzheng District, Taipei City Income approach Income approach PANASIA Real Estate PANASIA Real Estate Appraisers Firm Appraisers Firm December 31, 2022 December 31, 2021 YANG, MIN-AN YANG, MIN-AN |
|---|---|
- (b) The information on the average leasing rate for the previous year, changes in income generated in the past, and comparison between local rents and rents for objects similar to the Company’s office buildings and hotels is provided in the table below:
| Estimated rents (in dollars/per ping /monthly) Local rents and rent quotes for similar objects Income Average leasing rates |
YearendedDecember31 |
|---|---|
| 2022 2021 $1,012~$1,412 $935~$1,474 Approximate to estimated rents Approximate to estimated rents $1,429~$17,606 $2,880~$18,828 89%~100% 94%~100% |
- (c) The fair value of the Company’s office buildings and hotels are measured using the discounted cash flow analysis of income approach. Valuation is based on local rents and rents of similar objects, which are used to determine the annual increase range in the rents. Net rental income for the next 10 years is estimated based on idling loss. The estimated net rental income plus the ending disposal value is the future cash inflow, which is calculated to the appraisal date by using appropriate discount rate. Future cash outflow is estimated based on the Company’s current operations and possible future changes and future cash outflow refers to expenses directly related to operations, such as land value tax, house tax, insurance fees, management fees and repair expense that were actually incurred for the year.
~45~
- (d) Discount rate range is set in the table below. Discount rates are based on the interest rate for a two-year deposit of a small amount, as posted by the Chunghwa Post Co. Ltd., plus 0.75 percentage points. Risk premium is determined based on liquidity, risk, value increment and the difficulty of management.
December 31, 2022 December 31, 2021 Discount rates 2.46%~2.67% 2.25%~2.60%
-
C. The information on the investment property is provided in Note 12(3).
-
D. Amount of borrowing costs capitalised as part of investment property and the range of the interest rates for such capitalisation: None.
-
E. Information about the investment property that was pledged to others as collateral is provided in Note 8.
(12) Short-term borrowings
| Bank borrowings- Secured bank borrowings Unsecured bank borrowings Other short-term borrowings Range of the interest rates |
December31,2022 1,121,000 $ 1,350,092 - 2,471,092 $ 1.65%~2.02% |
December31,2021 |
|---|---|---|
| 1,423,162 $ 2,144,660 159,770 |
||
| 3,727,592 $ |
||
| 1.23%~1.55% |
Details of assets pledged as collateral for short-term borrowings are provided in Note 8.
(13) Short-term bills payable
| Short-term bills payable | ||
|---|---|---|
| Long-term liabilities, current portion Commercial paper Range of the interest rates Long-term borrowings Current portion -within one year -within one operating cycle Corporate bonds payable, current portion |
December31,2022 550,000 $ 1.438%~2.275% December31,2022 167,500 $ 2,281,000 - 2,448,500 $ |
December31,2021 |
| 410,000 $ |
||
| 1.29%~1.41% December31,2021 |
||
| 107,867 $ 2,454,850 443,361 |
||
| 3,006,078 $ |
- (14) Long term liabilities, current portion
~46~
(15) Bonds payable
Domestic secured convertible bonds
| Domestic secured convertible bonds | Domestic secured convertible bonds | Domestic secured convertible bonds |
|---|---|---|
| December31,2022 December31,2021 8th convertible bonds payable 209,900 $ 226,600 $ Less: Discount on bonds payable 3,380) ( 5,516) ( 206,520 221,084 9th convertible bonds payable 208,600 227,800 Less: Discount on bonds payable 3,342) ( 5,523) ( 205,258 222,277 Less: Corporate bonds payable, current portion - 443,361) ( 411,778 $ - $ 8th domestic secured 9th domestic secured convertible corporate bonds convertible corporate bonds Principal amount $500,000 $500,000 Face rate 0% 0% Effective rate 0.93% 0.93% Outstanding period 5 years 5 years Maturity date June 14, 2024 June 14, 2024 Guarantee banks Mega International Commercial Bank First Bank Collateral Cash in banks of $102,530 Cash in banks of $102,530 Repayment at maturity The bonds along with yield to maturity annual rate of 0.25% are repayable in full by cash at face value at maturity. The bonds along with yield to maturity annual rate of 0.25% are repayable in full by cash at face value at maturity. A. |
||
| $500,000 0% 0.93% 5 years June 14, 2024 Mega International Commercial Bank Cash in banks of $102,530 The bonds along with yield to maturity annual rate of 0.25% are repayable in full by cash at face value at maturity. |
$500,000 0% 0.93% 5 years June 14, 2024 First Bank Cash in banks of $102,530 The bonds along with yield to maturity annual rate of 0.25% are repayable in full by cash at face value at maturity. |
Redemption From the date after three months of the bonds issue (September 15, 2019) to 40 days (May 5, 2024) before the maturity date. Convertible corporate bonds will be redeemed based on the rule for issuance and conversion of convertible bonds if one of the following criteria is met:
From the date after three months of the bonds issue (September 15, 2019) to 40 days (May 5, 2024) before the maturity date. Convertible corporate bonds will be redeemed based on the rule for issuance and conversion of convertible bonds if one of the following criteria is met:
~47~
| Redemption Put options Conversion price (dollars/per share) (Adjusted) Conversion period Converted amount Redeemed amount Repurchased amount |
8th domestic secured convertible corporate bonds |
9th domestic secured convertible corporate bonds |
|---|---|---|
| (a)The closing price of the Company's common shares is above the then conversion price by 30% for 30 consecutive trading days in the centralized market. (b)The outstanding balance of the bonds is less than 10% of total issue amount. The bondholders have the right to require the Company to redeem any bonds at face value plus 0.25% interest during the period from the date after issuance to 30 days before three years. During the period from the date after three months of issuance of bonds to the maturity date. $296,400 $ - $ - $11.20 |
(a)The closing price of the Company's common shares is above the then conversion price by 30% for 30 consecutive trading days in the centralized market. (b)The outstanding balance of the bonds is less than 10% of total issue amount. The bondholders have the right to require the Company to redeem any bonds at face value plus 0.25% interest during the period from the date after issuance to 30 days before three years. During the period from the date after three months of issuance of bonds to the maturity date. $297,700 $ - $ - $11.20 |
- B. With regards to the issuance of convertible bonds, the equity conversion options of 8th and 9th issuances amounting to $29,091 was separated from the liability components and was recognised in “capital surplus - stock options” in accordance with IAS 32. As of December 31, 2022 and 2021, the balance of “Capital surplus - stock options” changed to $11,808 and $12,852, respectively, due to execution of conversion from bonds into common stock. The fair value of put and call options embedded in bonds payable was separated from the value of bonds payable, and was recognised in “financial assets (liabilities) at fair value through profit or loss” in accordance with IFRS 9.
~48~
- (16) Long term borrowings
| Long-term borrowings | ||||||
|---|---|---|---|---|---|---|
| Type ofborrowings | December31,2022 | December31,2021 | ||||
| Medium and long-term secured borrowings | $ | 3,913,250 |
$ | 4,371,762 |
||
| Medium and long-term unsecured borrowings | 1,500,000 | 600,000 | ||||
| 5,413,250 | 4,971,762 | |||||
| Less: Current portion | ||||||
| -within one year | ( | 167,500) |
( | 107,867) |
||
| -within one operating cycle | ( | 2,281,000) |
( | 2,454,850) |
||
| $ | 2,964,750 | $ | 2,409,045 | |||
| Range of the interest rates | 1.43%~2.88% | 1.70%~2.45% |
-
A. In October 2020, the Company entered into a syndicated loan agreement with a syndicated banking group consisting of Land Bank of Taiwan and others for a period of 5 years. The Company is allowed to settle the borrowings and use the working capital if the total amount is within the scope of $1.59 billion pursuant to the agreement. The primary terms of the agreement are as follows:
-
(a) Tranche A: Non-revolving line of $1,100,000
-
(b) Tranche B: Non-revolving line of $390,000
-
(c) Tranche C: Non-revolving line of $100,000
-
(d) The Company’s revolving credit facility is subject to the following terms and financial covenants:
-
i. The Company shall pledge land serial No. 4 and 5, Section 1, Fuduxin section, Xinzhuang District, New Taipei City as collateral for tranche B and C.
-
ii. The Company on each annual consolidated financial statements is required to maintain the following financial ratios:
-
Liability ratio (total liabilities/consolidated tangible net worth) of not higher than 300%; interest coverage ((income before tax + depreciation + amortisation + interest expense)/interest expense) of at least 150%; consolidated tangible net worth of not less than $7 billion.
-
(e) As of December 31, 2022 and 2021, the amount drawn were $1,205,000 and $1,100,000.
-
B. In March 2021, the Company entered into a syndicated loan agreement with a syndicated banking group consisting of Taiwan Cooperative Bank and others, for a period of 5 years. The Company is allowed to settle the borrowings and use the working capital if the total amount is within the scope of $3.6 billion pursuant to the agreement. The primary terms of the agreement are as follows:
-
(a) Tranche A: Non-revolving line of $1,100,000
~49~
-
(b) Tranche B: Revolving line of $2,500,000. The facility is revolving during the facility period. The credit facility will be reduced after three years from the first drawdown date, and will be further reduced on the same date of each succeeding year. The reduction of the credit facility will be done in three phases as follows: a 15% reduction for the first phase, 20% reduction for the second phase and 65% reduction for the third phase.
-
(c) The Company’s revolving credit facility is subject to following terms and financial covenants:
-
i. The Company shall pledge land, plant and auxiliary facilities, machinery and equipment, and related auxiliary equipment at Changhua Coastal Industrial Park as collateral of Tranche A.
-
ii. The Company on each semi-annual and annual consolidated financial statements is required to maintain the following financial ratios:
- Current ratio (current assets/current liabilities) of at least 100%; liability ratio ((total liabilities + contingent liabilities)/(total stockholders’ equity – intangible assets)) of not higher than 300%; interest coverage ((income before tax + depreciation + amortisation + interest expense)/interest expense) of at least 150%; consolidated tangible net worth of not less than $7 billion.
-
-
(d) As of December 31, 2022 and 2021, the amount drawn were $2,600,000 and $1,700,000, respectively.
-
C. In addition to the collaterals provided as stated in Note 8, as of December 31, 2022, the Company had issued guarantee notes totaling $12,474,130 for the bank loans.
-
D. The Company’s borrowings should be repaid in full by August 2031 at the latest in accordance with the contracts.
(17) Pensions
- A. (a) The Company has a defined benefit pension plan in accordance with the Labor Standards Law, 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 contributes monthly an amount equal to 2% 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 would assess the balance in the aforementioned labor pension reserve account by 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 will make contributions to cover the deficit by next March.
~50~
(b) The amounts recognised in the balance sheet are determined as follows:
| Present value of defined benefit obligations Fair value of plan assets ( Net defined benefit liability |
December31,2022 December31,2021 35,701 $ 31,632 $ 6,043) 5,107) ( 29,658 $ 26,525 $ |
|---|---|
- (c) Movements in net defined benefit liabilities are as follows:
| Present value | ||||||||
|---|---|---|---|---|---|---|---|---|
| of defined | Fair value | Net defined | ||||||
| benefitobligations | ofplan assets | benefit liability | ||||||
| 2022 | ||||||||
| Balance at January 1 | $ | 31,632 |
($ | 5,107) |
$ | 26,525 |
||
| Current service cost | 48 | - | 48 | |||||
| Interest expense (income) | 221 | ( | 36) |
185 | ||||
| 31,901 | ( | 5,143) |
26,758 | |||||
| Remeasurements: | ||||||||
| Return on plan assets | - | ( | 427) |
( | 427) |
|||
| Change in financial | ||||||||
| assumptions | ( | 1,225) |
- | ( | 1,225) |
|||
| Experience adjustments | 5,025 | - | 5,025 | |||||
| 3,800 | ( | 427) |
3,373 | |||||
| 35,701 | ( | 5,570) |
30,131 | |||||
| Pension fund contribution | - | ( | 473) |
( | 473) |
|||
| Balance at December 31 | $ | 35,701 | ($ | 6,043) | $ | 29,658 |
~51~
| Present value | ||||||||
|---|---|---|---|---|---|---|---|---|
| of defined | Fair value | Net defined | ||||||
| benefitobligations | ofplan assets | benefit liability | ||||||
| 2021 | ||||||||
| Balance at January 1 | $ | 34,712 |
($ | 6,097) |
$ | 28,615 |
||
| Current service cost | 128 | - | 128 | |||||
| Interest expense (income) | 104 | ( | 18) |
86 | ||||
| 34,944 | ( | 6,115) |
28,829 | |||||
| Remeasurements: | ||||||||
| Return on plan assets | - | ( | 111) |
( | 111) |
|||
| Change in demographic | ||||||||
| assumptions | 22 | - | 22 | |||||
| Change in financial | ||||||||
| assumptions | ( | 923) |
- | ( | 923) |
|||
| Experience adjustments | ( | 834) |
- | ( | 834) |
|||
| ( | 1,735) |
( | 111) |
( | 1,846) |
|||
| 33,209 | ( | 6,226) |
26,983 | |||||
| Pension fund contribution | - | ( | 458) |
( | 458) |
|||
| Paid pension | ( | 1,577) |
1,577 | - | ||||
| Balance at December 31 | $ | 31,632 | ($ | 5,107) | $ | 26,525 |
- (d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s 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-thecounter, or private placement equity securities, investment in domestic or foreign real estate securitization 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 has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan asset fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2022 and 2021 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.
~52~
(e) The principal actuarial assumptions used were as follows:
| The principal actuarial assumptions used were | as follows: | as follows: |
|---|---|---|
| Discount rate Future salary increases |
YearendedDecember31 | |
| 2022 1.20% 2.00% |
2021 | |
| 0.70% | ||
| 2.00% |
For the years ended December 31, 2022 and 2021, assumptions regarding future mortality rate were both estimated in accordance with the 6th Taiwan Standard Ordinary Experience Mortality Table, respectively. Future mortality rate of the Company was set based on the improved Taiwan’s published annuity table.
Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:
| December 31, 2022 Effect on present value of defined benefit obligation ( December 31, 2021 Effect on present value of defined benefit obligation ( |
Increase 0.25% Decrease 0.25% 588) $ 604 $ Increase 0.25% Decrease 0.25% 543) $ 559 $ Discount rate Discount rate |
Increase 0.25% Decrease 0.25% 509 $ 498) ($ Increase 0.25% Decrease 0.25% 471 $ 462) ($ Future salaryincreases Future salaryincreases |
|---|---|---|
The sensitivity analysis above was arrived at 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.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.
-
(f) Expected contributions to the defined benefit pension plan of the Company for the year ending December 31, 2023 amount to $485.
-
(g) As of December 31, 2022, the weighted average duration of that retirement plan is 7 years.
~53~
-
B. (a) Effective July 1, 2005, the Company has 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 contributes monthly an amount based on 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.
- (b) The pension costs under the defined contribution pension plan of the Company for the years ended December 31, 2022 and 2021 were $8,460 and $8,582, respectively.
-
(18) Share capital
-
A. As of December 31, 2022, the Company’s authorised capital was $10,000,000 (including reserve for issuance of employee share options of $40,000), and the paid-in capital was $6,404,897, consisting of ordinary stock with a par value of $10 (in dollars) per share.
Movements in the number of the Company’s ordinary shares including certificate of entitlement to new shares from convertible bonds (in thousand shares) outstanding are as follows:
| At January 1 Disposal of the Company's treasury shares by subsidiaries Conversion of convertible bonds Stock dividends of ordinary share The Company’s stocks held by subsidiaries recognised as treasury shares At December 31 |
2022 2021 604,143 541,949 - 607 3,202 27,775 - 34,844 - 1,032) ( 607,345 604,143 |
|---|---|
-
B. For the year ended December 31, 2022, convertible bonds amounting to $594,100 in total par value were requested for conversion into 3,202 thousand ordinary shares. The amount of 1,000 thousand ordinary shares was recorded under ‘certificate of entitlement to new shares from convertible bonds’ because the registration of the change has not yet been completed.
-
C. For the year ended December 31, 2021, convertible bonds amounting to $361,600 in total par value were requested for conversion into 27,775 thousand ordinary shares. The amount of 233 thousand ordinary shares was recorded under ‘certificate of entitlement to new shares from convertible bonds’ because the registration of the change had not yet been completed as of December 31, 2021. The registration of the change had been completed during the year ended December 31, 2022.
-
D. On July 7, 2021, the Company’s shareholders approved to capitalise shareholders’ bonus amounting to $348,445 which was distributed from 2020 earnings. A total of 34,844 thousand new shares were issued with a par value of $10 per share. The registration of the change had been completed.
~54~
-
E. On July 7, 2021, the Company’s Board of Directors resolved to increase the authorised capital to $10,000,000. The registration of the change was completed on July 22, 2021.
-
F. Treasury shares
| Treasury shares | |||||
|---|---|---|---|---|---|
| Number of shares | |||||
| (in thousands) | Carryingamount | ||||
| At January 1, 2022 and December 31, 2022 | 34,144 | $ | 414,345 | ||
| Number of shares | |||||
| (in thousands) | Carryingamount | ||||
| At January 1, 2021 | 43,099 | $ | 562,488 |
||
| Eliminated shares | ( | 9,380) |
( | 139,273) |
|
| Disposal of the Company's shares of stocks | |||||
| held by subsidiaries | ( | 607) |
( | 8,870) |
|
| Distribution of the Company's stock dividends | |||||
| received by subsidiaries | 1,032 | - | |||
| At December 31, 2021 | 34,144 | 414,345 |
-
(a) On March 4, 2021, the Company's Board of Directors approved to reduce capital by retiring 9,380 thousand treasury shares, and the effective date for the capital reduction was set on March 5, 2021. The registration of the change had been completed.
-
(b) Pursuant to the R.O.C. Securities and Exchange Law, the number of shares bought back as treasury share should not exceed 10% of the number of the Company’s issued and outstanding shares and the amount bought back should not exceed the sum of retained earnings, paid-in capital in excess of par value and realised capital surplus.
-
(c) Pursuant to the R.O.C. Securities and Exchange Law, treasury shares should not be pledged as collateral and is not entitled to dividends before it is reissued.
-
(d) Pursuant to the R.O.C. Securities and Exchange Law, treasury shares should be reissued to the employees within five years from the reacquisition date and shares not reissued within the five-year period are to be retired. Treasury shares to enhance the Company’s credit rating and the stockholders’ equity should be retired within six months of acquisition.
~55~
- (e) Details of the Company’s common stock held by the subsidiaries as at December 31, 2022 are as follows:
| are as follows: | |||
|---|---|---|---|
| Name of company holdingthe shares YEM CHIO ACHEM Technology Holdings Limited Valueline Investment Corporation |
Reason for reacquisition Investment 〞 〞 |
Number of Shares (thousand shares) 16,822 1,194 406 18,422 |
Carryingamount |
| 223,108 $ 15,838 5,049 |
|||
| 243,995 $ |
- (f) Details of the Company’s common stock held by the subsidiaries as at December 31, 2021 are as follows:
| are as follows: | |||
|---|---|---|---|
| Name of company holdingthe shares YEM CHIO ACHEM Technology Holdings Limited Valueline Investment Corporation |
Reason for reacquisition Investment 〞 〞 |
Number of Shares (thousand shares) 16,822 1,194 406 18,422 |
Carryingamount |
| 223,108 $ 15,838 5,049 |
|||
| 243,995 $ |
(19) Capital surplus
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 Law requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
~56~
| 2022 | 2022 | 2022 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share | Stock | |||||||||||||||||
| premium | options | Others | Total | |||||||||||||||
| At January 1 | $ | 1,776,166 |
$ | 17,716 |
$ | 590,720 |
$ | 2,384,602 |
||||||||||
| Recognition of changes in | - | - | ( | 17) |
( | 17) |
||||||||||||
| ownership interest in | ||||||||||||||||||
| subsidiaries | ||||||||||||||||||
| Adjustments recognised not based on | - | - | 232,209 | 232,209 | ||||||||||||||
| the shareholding ratio | ||||||||||||||||||
| Conversion of convertible bonds | 4,258 | ( | 1,044) |
- | 3,214 | |||||||||||||
| The Company’s stocks held by | ||||||||||||||||||
| subsidiaries deemed as cash | ||||||||||||||||||
| dividends distributed to treasury | ||||||||||||||||||
| stocks | - | - | 18,423 | 18,423 | ||||||||||||||
| Gains from exercise of disgorgement | - | - | 291 | 291 | ||||||||||||||
| At December 31 | $ | 1,780,424 | $ | 16,672 | $ | 841,626 | $ | 2,638,722 | ||||||||||
| 2021 | ||||||||||||||||||
| Share | Stock | |||||||||||||||||
| premium | options | Others | Total | |||||||||||||||
| At January 1 | $ | 1,764,372 |
$ | 28,235 |
$ | 799,835 |
$ | 2,592,442 |
||||||||||
| Eliminated shares | ( | 28,299) |
- | ( | 17,174) |
( | 45,473) |
|||||||||||
| Recognition of changes in | ( | 42,929) |
- | 41,000 | ( | 1,929) |
||||||||||||
| ownership interest in | ||||||||||||||||||
| subsidiaries | ||||||||||||||||||
| Difference between consideration | - | - | ( | 243,740) |
( | 243,740) |
||||||||||||
| and carrying amount of | ||||||||||||||||||
| subsidiaries acquired or disposed | ||||||||||||||||||
| Conversion of convertible bonds | 83,022 | ( | 10,519) |
- | 72,503 | |||||||||||||
| The Company’s stocks held by | ||||||||||||||||||
| subsidiaries deemed as cash | ||||||||||||||||||
| dividends distributed to treasury | ||||||||||||||||||
| stocks | - | - | 10,799 | 10,799 | ||||||||||||||
| At December 31 | $ | 1,776,166 | $ | 17,716 | $ | 590,720 | $ | 2,384,602 |
~57~
(20) Retained earnings / Subsequent event
- A. In accordance with the Company’s Articles of Incorporation, the annual net profit should be used initially to pay all taxes and to cover any accumulated deficit; 10% of the annual net profit should be set aside as legal reserve; and setting aside an additional special reserve pursuant to Article 41 of ROC Securities Exchange Act. The remainder, if any, shall be distributed which will be proposed by the Board of Directors and approved by the stockholders.
If the aforementioned purposes or reasons of setting aside special reserve no longer apply, the Company should reverse and recognise such special reserve as distributable, and be distributed in accordance with this Article.
The Company authorises the Board of Directors to distribute earnings in cash or dividends and bonuses from capital surplus by the special resolution; and in addition thereto a report of such distribution shall be submitted to the shareholders during their meeting.
- B. The Company’s dividend policy is summarized below:
As the Company operates in a mature industry and is in the stable profit stage with sound financial structure, it has a steady dividend pay out ratio policy. According to the policy, after setting aside legal and special reserve, the remainder shall be appropriated as dividends, and cash dividends shall account for at least 10% of the total dividends distributable.
-
C. 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 balance of the reserve exceeds 25% of the Company’s paid-in capital.
-
D. (a) 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.
-
(b) The amounts previously set aside by the Company as special reserve on initial application of IFRSs in accordance with Jin-Guan-Zheng-Fa-Zi Letter No. 1010012865, dated April 6, 2012, shall be reversed proportionately when the relevant assets are used, disposed of or reclassified subsequently. Such amounts are reversed upon disposal or reclassified if the assets are investment property of land, and reversed over the use period if the assets are investment property other than land.
~58~
- E. The Company’s appropriations of 2020 earnings for cash dividends and the modification of aforementioned appropriations had been approved through majority vote by the Board of Directors on March 4, 2021 and May 13, 2021, respectively, and had been approved by shareholders on July 7, 2021. The appropriations of earnings as amended were as follows:
| YearendedDecember31,2020 | YearendedDecember31,2020 | YearendedDecember31,2020 | ||
|---|---|---|---|---|
| Dividend per | ||||
| Amount | share (indollars) | |||
| Reversal of special reserve | ($ | 147,062) |
||
| Legal reserve | 80,056 | |||
| Cash dividends | 348,445 | $ | 0.60 |
|
| Stock dividends | 348,445 | 0.59 | ||
| $ | 629,884 |
- F. The Company’s appropriations of 2021 earnings for cash dividends had been approved by the Board of Directors and shareholders on March 25, 2022 and June 17, 2022, respectively. The appropriations of earnings were as follows:
| YearendedDecember31,2021 | YearendedDecember31,2021 | YearendedDecember31,2021 | ||
|---|---|---|---|---|
| Dividend per | ||||
| Amount | share (indollars) | |||
| Reversal of special reserve | ($ | 12,864) |
||
| Legal reserve | 108,632 | |||
| Cash dividends | 622,566 | $ | 1.00 |
|
| $ | 718,334 |
G. Subsequent event:
The 2022 earnings distribution proposed at the meeting of Board of Directors on March 15, 2023 is detailed as follows:
is detailed as follows: |
|
|---|---|
| Special reserve Legal reserve Cash dividends |
YearendedDecember31,2022 |
| Dividend per Amount share (indollars) 34,048 $ 101,051 625,787 1.00 $ 760,886 $ |
The Company's appropriations of 2022 earnings, except for cash dividends which had been resolved by the Board of Directors and only has to be reported to shareholders, have not yet been approved by shareholders as of March15, 2023.
~59~
(21) Operating revenue
A. Disaggregation of revenue from contracts with customers
The Company derives revenue from the transfer of goods and services at a point in time in the following major product lines:
| Revenue from non-related parties Revenue from related parties Total segment revenue |
YearendedDecember31,2022 | YearendedDecember31,2022 | YearendedDecember31,2022 |
|---|---|---|---|
| Packaging materials business segment 2,889,851 $ 752,673 3,642,524 $ |
Real estate business segment - $ - - $ |
Total | |
| 2,889,851 $ 752,673 |
|||
| 3,642,524 $ |
| Revenue from non-related parties Revenue from related parties Total segment revenue |
YearendedDecember31,2021 |
|---|---|
| Packaging materials Real estate business segment business segment Total 3,526,403 $ 523,960 $ 4,050,363 $ 1,026,980 - 1,026,980 4,553,383 $ 523,960 $ 5,077,343 $ |
B. Contract liabilities
The Company has recognised the following revenue-related contract liabilities:
| Contract liabilities: Contract liabilities – Advance sales receipts Contract liabilities – Pre-sold house |
December31,2022 December31,2021 January1,2021 10,555 $ 13,289 $ 15,905 $ 582,646 466,606 318,509 593,201 $ 479,895 $ 334,414 $ |
|---|---|
C. For the years ended December 31, 2022 and 2021, revenue recognised that was included in the contract liability balance at the beginning of the year amounted to $10,838 and $25,558, respectively.
~60~
(22) Interest income
| Interest income | |
|---|---|
| Interest income from bank deposits Interest income from loans to related parties |
YearendedDecember31, |
| 2022 2021 2,264 $ 345 $ 10,070 16,710 12,334 $ 17,055 $ |
(23) Other income
| Other income | ||
|---|---|---|
| Rental revenue Dividend income Income from managerial services Other income |
YearendedDecember31, | |
| 2022 34,880 $ 107,062 46,226 4,699 192,867 $ |
2021 | |
| 42,082 $ 79,695 39,245 9,187 |
||
| 170,209 $ |
(24) Other gains and losses
| Other gains and losses | ||||||
|---|---|---|---|---|---|---|
| YearendedDecember | 31, | |||||
| 2022 | 2021 | |||||
| Losses on valuation of financial assets at fair | ($ | 660) |
($ | 17,448) |
||
| value through profit or loss | ||||||
| (Losses) gains on disposal of financial assets at fair | ( | 47,810) |
38,476 | |||
| value through profit or loss | ||||||
| Net foreign exchange gain (loss) | 156,543 | ( | 44,910) |
|||
| Losses on disposal of property, plant and | ( | 20) |
( | 165) |
||
| equipment | ||||||
| Gains on disposal of non-current assets held | - | 661,905 | ||||
| for sale | ||||||
| Gains on fair value adjustment of | 25,498 | 7,810 | ||||
| investment property | ||||||
| Fee expense | ( | 7,919) |
( | 15,966) |
||
| Other losses | ( | 1,246) |
( | 9,053) |
||
| $ | 124,386 | $ | 620,649 |
~61~
(25) Finance costs
| Finance costs | ||
|---|---|---|
| Interest expense: Bank borrowings Convertible bonds Lease liabilities Interest payable to related parties Less: Capitalisation of qualifying assets ( |
YearendedDecember31, | |
| 2022 150,783 $ 3,662 449 8,132 94,300) ( 68,726 $ |
2021 | |
| 149,660 $ 5,085 - 9,960 76,680) |
||
| 88,025 $ |
(26) Expenses by nature
| Expenses by nature | |||
|---|---|---|---|
| Employee benefit expense Wages and salaries Labor and health insurance fees Pension costs Directors’ remuneration Other personnel expenses Depreciation Amortisation Employee benefit expense Wages and salaries Labor and health insurance fees Pension costs Directors’ remuneration Other personnel expenses Depreciation Amortisation |
YearendedDecember31,2022 | ||
| Classified as Classified as operating costs operating expenses Total 144,760 $ 69,017 $ 213,777 $ 15,471 6,497 21,968 5,420 3,273 8,693 - 510 510 6,943 1,286 8,229 172,594 80,583 253,177 192,350 10,735 203,085 - 22 22 364,944 $ 91,340 $ 456,284 $ YearendedDecember31,2021 |
Total | ||
| 213,777 $ 21,968 8,693 510 8,229 |
|||
| 253,177 203,085 22 |
|||
| 456,284 $ |
|||
| Classified as operating costs 153,115 $ 15,843 5,531 - 7,655 182,144 195,083 - 377,227 $ |
Classified as operating expenses 74,876 $ 6,533 3,265 840 1,146 86,660 9,425 22 96,107 $ |
Total | |
| 227,991 $ 22,376 8,796 840 8,801 |
|||
| 268,804 204,508 22 |
|||
| 473,334 $ |
~62~
-
A. For the years ended December 31, 2022 and 2021, the Company had 378 and 386 employees, respectively, both including 4 non-employee directors.
-
B. For the years ended December 31, 2022 and 2021, average employee benefit expense was $676 and $701, respectively.
-
C. For the years ended December 31, 2022 and 2021, average employees salaries were $572 and $597, respectively.
-
D. Adjustments of average employees salaries was 4.19%.
-
E. Under the Company’s Articles of Incorporation :
If the Company has profit, at least 0.5% shall be distributed as employees’ compensation. However, if the Company has accumulated deficit, earnings should first be reserved to cover losses and then be appropriated as employees’ compensation based on the abovementioned ratios.
The distribution of employees compensation shall be resolved by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders during their meeting.
Employees’ compensation can be distributed in the form of cash or shares and shall be distributed to the employees of affiliates of the Company who meet certain specific requirements which were set by the Board of Directors.
- F. The Company provides remuneration to directors (including independent directors) determined based on the Company’s ‘regulation of directors’ remuneration’. The related regulations are implemented after being advised by the Remuneration Committee and approved by the Board of Directors.
In addition, managers’ compensation is determined based on the salary standard in the market taking into consideration the individual position, responsibilities, professional and technical ability, education and work experience, performance, contribution, etc., in order to give reasonable compensation.
Furthermore, to attract and retain outstanding talents, the Company will timely refer to the labour market salary survey, typical pay levels adopted by peer companies, taking into consideration the reasonableness of the correlation between individual performance, company's business performance, and future risk exposure, periodically assessing or examining the salary system.
As the employees are the most valuable asset to the Company, the Company adopts the concept of profit sharing with employees, thereby providing a competitive overall compensation package to its employees. The Company hopes to encourage employees to focus on long-term contribution and share mutual benefits with the Company.
~63~
-
G. For the years ended December 31, 2022 and 2021, employees’ compensation was accrued at $5,575 and $5,576, respectively; while no directors’ remuneration was accrued. The aforementioned amount was recognised in salary expenses.
-
The employees’ compensation was estimated and accrued based on 0.5% of distributable profit of current year for the year ended December 31, 2022.
For the year ended December 31, 2021, the employees’ compensation resolved by the Board of Directors amounted to $4,724. The difference of ($852) between the amount resolved by the Board of Directors and the amount of $5,576 recognised in the 2021 financial statements, had been adjusted in the profit or loss for 2022.
Information about employees’ compensation and directors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
(27) Income tax
- A. Components of income tax expense:
| Components of income tax expense: | ||
|---|---|---|
| Current tax: Current tax on profits for the year Tax on undistributed surplus earnings Prior year income tax under (over) estimation Total current tax Deferred tax: Origination and reversal of temporary differences Income tax expense |
YearendedDecember31 | |
| 2022 2021 13,451 $ 167,636 $ 18,399 - 2,031 20,632) ( 33,881 147,004 27,599 62,794) ( 61,480 $ 84,210 $ |
2021 |
- B. The income tax relating to components of other comprehensive income is as follows:
| Remeasurement of defined benefit obligations |
YearendedDecember31 |
|---|---|
| 2022 2021 675) ($ 369 $ |
~64~
C. Reconciliation between income tax expense and accounting profit:
| YearendedDecember31 | YearendedDecember31 | YearendedDecember31 | |||
|---|---|---|---|---|---|
| 2022 | 2021 | ||||
| Tax calculated based on profit before tax | $ | 219,861 |
$ | 205,005 |
|
| and statutory tax rate | |||||
| Items disallowed (tax exempt income) by tax | ( | 177,397) |
( | 132,267) |
|
| regulation | |||||
| Tax on undistributed surplus earnings | 18,399 | - | |||
| Change in assessment of realisation of | - | 663 | |||
| deferred tax assets | |||||
| Prior year income tax under (over) | 2,031 | ( | 20,632) |
||
| estimation | |||||
| Land value increment tax | - | 77,472 | |||
| Effect from Alternative Minimum Tax | - | 9,916 | |||
| Others | ( | 1,414) |
( | 55,947) |
|
| Income tax expense | $ | 61,480 | $ | 84,210 |
~65~
- D. Amounts of deferred tax assets or liabilities as a result of temporary differences and tax losses are as follows:
| are as follows: | |||
|---|---|---|---|
| January1 Temporary differences: -Deferred tax assets: Provision for inventory obsolescence 2,549 $ Accrued pension liabilities 4,916 Unrealised exchange loss 28,211 Deferred selling expenses 9,458 Deferred interest payable 27,355 Others 3,767 76,256 -Deferred tax liabilities: Unrealised loss from sales 11,108) ( Fair value adjustment of investment property 40,542) ( Gain on foreign investment 33,499) ( 85,149) ( 8,893) ($ |
2022 | ||
| Recognised in profitor loss |
|||
| - $ 38) ( 24,186) ( 20 - 38 24,166) ( - 3,434) ( - 3,434) ( 27,600) ($ |
~66~
2021
| January1 Temporary differences: -Deferred tax assets: Provision for inventory obsolescence 2,376 $ Accrued pension liabilities 5,323 Unrealised exchange loss 19,246 Deferred selling expenses 10,884 Deferred interest payable 28,299 Others 4,167 70,295 -Deferred tax liabilities: Unrealised loss from sales 11,108) ( Fair value adjustment of investment property 97,006) ( Gain on foreign investment 33,499) ( 141,613) ( 71,318) ($ |
Recognised in profitor loss |
Recognised in other comprehensive income December31 - $ 2,549 $ 369) ( 4,916 - 28,211 - 9,458 - 27,355 - 3,767 369) ( 76,256 - 11,108) ( - 40,542) ( - 33,499) ( - 85,149) ( 369) ($ 8,893) ($ |
|---|---|---|
| 173 $ 38) ( 8,965 1,426) ( 944) ( 400) ( 6,330 - 56,464 - 56,464 62,794 $ |
E. The amounts of deductible temporary differences that were not recognised as deferred tax assets are as follows:
| are as follows: | ||
|---|---|---|
| Deductible temporary differences | December31,2022 December31,2021 - $ 2,137 $ |
|
F. The Company’s income tax returns through 2020 have been assessed and approved by the Tax Authority.
~67~
(28) Earnings per share
Year ended December 31, 2022
| Amount after tax Basic and diluted earnings per share Profit attributable to the parent 1,037,826 $ Diluted earnings per share Profit attributable to the 1,037,826 $ parent Assumed conversion of all dilutive potential ordinary shares Treasury stocks transferred to employees - Employees' compensation - Subsidiaries’ domestic convertible bonds 9,115) ( Domestic convertible bonds 2,930 Profit attributable to the parent plus assumed conversion of all dilutive potential ordinary shares 1,031,641 $ |
Retroactive adjustment weighted average number of ordinary shares outstanding Earnings per (sharesin thousands) share (indollars) 605,119 1.72 $ 605,119 15,721 238 - 32,545 653,623 1.58 $ |
|---|---|
~68~
Year ended December 31, 2021
| Amount after tax Basic and diluted earnings per share Profit attributable to the parent 867,762 $ Diluted earnings per share Profit attributable to the 867,762 $ parent Assumed conversion of all dilutive potential ordinary shares Treasury stocks transferred to employees - Employees' compensation - Subsidiaries’ domestic convertible bonds 7,652) ( Domestic convertible bonds 4,068 Profit attributable to the parent plus assumed conversion of all dilutive potential ordinary shares 864,178 $ |
Retroactive adjustment weighted average number of ordinary shares outstanding (sharesin thousands) 590,114 590,114 17,415 414 - 46,659 654,602 |
Earnings per share (indollars) |
|---|---|---|
| 1.47 $ |
||
| 1.32 $ |
(29) Supplemental cash flow information
Investing activities with partial cash payments
| Investing activities with partial cash payments | ||
|---|---|---|
| Purchase of property, plant and equipment Add: Opening balance of payable on equipment and construction Less: Ending balance of payable on equipment and construction ( Cash paid during the year |
YearendedDecember31 | |
| 2022 2021 59,448 $ 68,552 $ 38,300 38,300 38,300) 38,300) ( 59,448 $ 68,552 $ |
2021 |
~69~
(30) Changes in liabilities from financing activities
| Short-term borrowings At January 1, 2022 3,727,592 $ Changes in cash flow from financing activities 1,256,500) ( Changes in other non-cash items - At December 31, 2022 2,471,092 $ |
Long-term borrowings 4,971,762 $ 441,488 - 5,413,250 $ |
Short-term notes and Other payables to Lease billspayable relatedparties liabilities 410,000 $ 355,000 $ - $ 140,000 355,000) ( 1,282) ( - - 60,662 550,000 $ - $ 59,380 $ |
Corporate Liabilities from financing bondspayable activities-gross 443,361 $ 9,907,715 $ - 1,031,294) ( 31,583) ( 29,079 411,778 $ 8,905,500 $ |
Liabilities from financing activities-gross |
|---|---|---|---|---|
| 8,905,500 $ |
| Short-term borrowings At January 1, 2021 4,155,236 $ Changes in cash flow from financing activities 427,741) ( Impact of changes in foreign exchange rate 97 Changes in other non-cash items - At December 31, 2021 3,727,592 $ |
Long-term borrowings 4,537,101 $ 434,661 - - 4,971,762 $ |
Short-term notes and Other payables to billspayable relatedparties 300,000 $ 953,600 $ 110,000 597,817) ( - 783) ( - - 410,000 $ 355,000 $ |
Corporate Liabilities from financing bondspayable activities-gross 789,667 $ 10,735,604 $ - 480,897) ( - 686) ( 346,306) ( 346,306) ( 443,361 $ 9,907,715 $ |
Liabilities from financing activities-gross |
|---|---|---|---|---|
| 9,907,715 $ |
7. RELATED PARTY TRANSACTIONS
(1) Names and relationship of major related parties: Refer to Note 1(3).
(2) Significant related party transactions and balances
A. Operating revenue
| Operating revenue | ||
|---|---|---|
| Sales of goods -Subsidiaries |
Yearended | December31 |
| 2022 752,673 $ |
2021 | |
| 1,026,980 $ |
Goods are sold based on the price mutually agreed by both parties. The credit terms to related parties are 15 to 30 days and 60 to 120 days after monthly billings, compared to 60 to 120 days to third parties.
~70~
B. Purchases:
| Purchases: | |
|---|---|
| Purchases of goods: -Subsidiaries |
YearendedDecember31 |
| 2022 2021 47,920 $ 92,378 $ |
The prices of goods purchased from related parties are available to third parties. The payment terms are 30 days and 60 to 90 days after monthly billings.
C. Receivables from related parties:
| Receivables from related parties: | ||
|---|---|---|
| Accounts receivable -Subsidiaries Other receivables Receivables from managerial services income -Subsidiaries Loans to -ACHEM Technology Corporation -Wan Chio Petrochemical (Jiangsu) Co., Ltd. -Subsidiaries |
December31,2022 109,989 $ 13,471 $ - 1,013,253 4,022 1,030,746 $ |
December31,2021 |
| 246,884 $ |
||
| 11,010 $ 1,173,697 1,020,435 212,303 |
||
| 2,417,445 $ |
Receivables from related parties refer to raw materials purchased on behalf of related parties and loans to related parties. The receivables are unsecured in nature, and there are no allowances for uncollectible accounts held against receivables from related parties.
D. Payables to related parties
| Payables to related parties | ||
|---|---|---|
| Accounts payable -Subsidiaries Other payables Loans from -Xin Chio Co., Ltd. -ACHEM Technology Corporation Service fee from pre-sold house sale by proxy -Yanrun Development Co., Ltd. Headquarters cost allocation -ACHEM Technology Corporation |
December31,2022 14,129 $ - $ - - 754 754 $ |
December31,2021 |
| 16,694 $ |
||
| 326,303 $ 30,010 4,829 - |
||
| 361,142 $ |
~71~
Accounts payable arise mainly from purchase transactions. Other payables arise mainly from loans from subsidiaries and service fee from pre-sold house sale by proxy, etc.
- E. Prepayments (shown as inventory)
| Prepayments (shown as inventory) | ||
|---|---|---|
| Wong Chio Development, Ltd. | December31,2022 592,523 $ |
December31,2021 |
| 328,123 $ |
F. Investment property
Details of land, buildings and office leased to UINN Hotel are provided in Note 6(11).
-
G. Pre-sold house contracts
-
Contract liabilities- Pre-sold house -Other related parties
| December | 31, | 2022 | December | 31, | 2021 |
|---|---|---|---|---|---|
| $ | 4,648 | $ | 4,648 |
On May 13, 2021, the Company's Board of Directors resolved to pre-sell the houses and parking space of the building project ‘ THE ONE ’ in Xinzhuang District of New Taipei City to Li, QiZheng and Li, Shu-Wei. The total contract liabilities - pre-sold houses was $4,648, however, the transfer of ownership has not yet been completed.
-
H. Loans to /from related parties
-
(a) Loans to related parties
- i. Outstanding balance
| Outstanding balance | ||
|---|---|---|
| Wan Chio Petrochemical (Jiangsu) Co., Ltd. ACHEM Technology Corporation Subsidiaries |
December31,2022 1,013,253 $ - 4,000 1,017,253 $ |
December31,2021 |
| 1,020,435 $ 1,160,000 210,000 |
||
| 2,390,435 $ |
ii. Interest income
| Interest income | ||
|---|---|---|
| Subsidiaries | YearendedDecember31 | |
| 2022 10,070 $ |
2021 | |
| 16,710 $ |
The loans to subsidiaries are repayable within 1 year and carry interest at 0%~2.5% per annum for the years ended December 31, 2022 and 2021.
~72~
(b) Loans from related parties
i. Outstanding balance
| Outstanding balance | ||
|---|---|---|
| Interest expense Xin Chio Co., Ltd. ACHEM Technology Corporation Xin Chio Co., Ltd. ACHEM Technology Corporation Subsidiaries |
December31,2022 December31,2021 - $ 325,000 $ - 30,000 - $ 355,000 $ YearendedDecember31 |
December31,2021 |
| 325,000 $ 30,000 |
||
| 355,000 $ |
||
| 2022 - $ - 8,132 8,132 $ |
2021 | |
| 5,275 $ 3,798 1,068 |
||
| 10,141 $ |
ii. Interest expense
The loans from subsidiaries are repayable within 1 year and carry interest at 2.00% and 1.75%~2.50% per annum for the years ended December 31, 2022 and 2021, respectively.
I. Other income
- (a) Income from managerial services
| Income from managerial services | ||
|---|---|---|
| Subsidiaries | YearendedDecember31 | |
| 2022 46,226 $ |
2021 | |
| 39,245 $ |
- (b) Rent income
Subsidiaries
| YearendedDecember31 | YearendedDecember31 |
|---|---|
| 2022 11,603 $ |
2021 |
| 21,802 $ |
- J. Lease transactions lessee
The Company leases buildings from subsidiaries. Rental contracts are typically made for periods of 1 year. Rents are paid at the end of month.
| of 1 year. Rents are paid at the end of month. | ||
|---|---|---|
| Subsidiaries | YearendedDecember31 | |
| 2022 1,120 $ |
2021 | |
| 1,720 $ |
~73~
K. Deferred marketing expenses (recognised in “other current assets”)
| Related parties | December31,2022 135,465 $ |
December31,2021 |
|---|---|---|
| 123,139 $ |
-
L. Acquisition of share equity of Chuang-Yi Investment Co., Ltd.
-
In November 2021, the Company acquired 26.76% equity interest in Chuang-Yi Investment Co., Ltd. from Xin Chio Co., Ltd. at a net price of NT$ 215.57 per share, for a total consideration of $149,665. In November 2021, the Company has paid the full amount and completed the registration of the acquisition.
-
M. Endorsements and guarantees provided by related parties
| M. Endorsements and guarantees provided by related parties | |
|---|---|
| N. Endorsements and guarantees provided to related parties: December31,2022 Related parties 12,574,880 $ December31,2022 Associates 579,940 $ |
December31,2021 |
| 13,152,770 $ |
|
| December31,2021 | |
| 849,120 $ |
(3) Key management compensation
| Key management compensation | ||
|---|---|---|
| Salaries and bonuses Pensions |
YearendedDecember31 | |
| 2022 11,898 $ 243 12,141 $ |
2021 | |
| 10,855 $ 378 |
||
| 11,233 $ |
~74~
8. PLEDGED ASSETS
The Company’s assets pledged as collateral are as follows:
| Pledgedassets Non-current financial assets at amortised cost - Demand deposits - Time deposits Financial assets designated as at fair value through other comprehensive income Inventories Property, plant and equipment Investment property Other non-current assets - Guarantee deposits paid |
December 31,2022 December 31,2021 Purpose 47,011 $ 104,133 $ Long-term borrowings, corporate bond guarantee and consideration trust for inventory purchases and sales, etc. 57,782 104,999 Leasehold land guarantees, performance guarantee for construction and guarantee for corporate bonds 224,924 725,712 Long-term borrowings, short-term borrowings 5,962,185 5,332,875 Long-term borrowings, short-term borrowings 3,662,242 2,987,304 Long-term borrowings, short-term borrowings 2,123,774 2,098,276 Long-term borrowings, short-term borrowings Deposits for leases and guarantee 5,046 2,464 construction 12,082,964 $ 11,355,763 $ Bookvalue |
Purpose |
|---|---|---|
| December 31,2022 47,011 $ 57,782 224,924 5,962,185 3,662,242 2,123,774 5,046 12,082,964 $ |
9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT
COMMITMENTS
Except for those mentioned in Notes 6(16) and 7(2), as of December 31, 2022, the Company’s significant commitments are as follows:
-
A. As of December 31, 2022, the unused letters of credit amounted to $221,795 for the purchase of raw materials and machinery, etc.
-
B. Capital expenditures contracted for at the balance sheet date but not yet incurred are as follows:
-
December 31, 2022 December 31, 2021
-
Consigned to construction companies to construct buildings $ 213,803 $ 475,193
10. SIGNIFICANT DISASTER LOSS
None.
~75~
11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
Refer to Note 6(20).
12. OTHERS
(1) Capital management
The Company’s key objectives when managing capital are to maintain the optimal credit rating and capital ratios to support the Company’s operations and to maximise returns for shareholders. Related ratio of net debt divided by total capital is provided in the balance sheets of each reporting period.
(2) Financial instruments
- A. Financial instruments by category
| 0 Financial assets Financial assets at fair value through profit or loss Financial assets mandatorily measured at fair value through profit or loss Financial assets designated as at fair value through profit or loss Financial assets at fair value through other comprehensive income Designation of equity instrument Financial assets at amortised cost Cash and cash equivalents Financial assets at amortised cost Notes receivable Accounts receivable (including related parties) Other receivables (including related parties) Guarantee deposits paid |
December31,2022 December31,2021 - $ 134,003 $ 81 751 81 $ 134,754 $ 964,975 $ 1,396,287 $ 558,201 $ 353,576 $ 496,860 405,755 31,759 69,027 370,115 794,145 1,051,169 2,431,694 5,046 2,464 2,513,150 $ 4,056,661 $ |
|---|---|
~76~
December 31, 2022 December 31, 2021
| December31,2022 | December31,2021 | |
|---|---|---|
| Financial liabilities Financial liabilities at amortised cost Short-term borrowings Short-term notes and bills payable Notes payable Accounts payable (including related parties) Other payables (including related parties) Long-term borrowings (including current portion) Lease liabilities (including current portion) |
2,471,092 $ 550,000 40,079 123,034 129,243 5,413,250 8,726,698 $ 59,380 $ |
3,727,592 $ 410,000 76,465 168,220 497,072 4,971,762 |
| 9,851,111 $ |
||
| - $ |
-
B. Financial risk management policies
-
(a) The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s financial position and financial performance.
-
(b) Risk management is carried out by a central treasury department (Company treasury) under policies approved by the Board of Directors. Company treasury identifies, evaluates and hedges financial risks in close cooperation with the Company’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
Foreign exchange risk
-
i. The Company operates internationally and is exposed to exchange rate risk arising from the transactions in various functional currency, primarily with respect to the USD and RMB. Exchange rate risk arises from future commercial transactions and recognised assets and liabilities.
-
ii. The Company has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk.
~77~
- iii. The Company’s businesses involve some non-functional currency operations (the Company’s functional currency: NTD. The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
exchange rate fluctuations is |
exchange rate fluctuations is |
as follows: |
|
|---|---|---|---|
| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD EUR:NTD Financial liabilities Long-term equity investments accounted for under the equity method USD:NTD (Foreign currency: functional currency) Financial assets Monetary items USD:NTD EUR:NTD Financial liabilities Long-term equity investments accounted for under the equity method USD:NTD |
December31,2022 | ||
| Foreign currency amount (In thousands) Exchangerate 49,015 $ 30.71 490 32.72 26,899 $ 30.71 December31,2021 |
Book value (NTD) |
||
| 1,505,251 $ 16,033 826,083 $ |
|||
| Foreign currency amount (In thousands) Exchangerate 57,309 $ 27.68 179 31.32 30,503 $ 27.68 |
Book value (NTD) |
||
| 1,586,313 $ 5,606 844,322 $ |
|||
iv. The total exchange gain (loss), including realised and unrealised arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2022 and 2021, amounted to $156,543 and ($44,910), respectively.
~78~
- v. Analysis of foreign currency market risk arising from significant foreign exchange variation:
| variation: | |||
|---|---|---|---|
| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD EUR:NTD (Foreign currency: functional currency) Financial assets Monetary items USD:NTD EUR:NTD |
December31,2022 | ||
| Sensitivityanalysis | |||
| Degree of variation 5% 5% |
Effect on profiton loss 75,263 $ 802 December31,2021 |
Effect on other comprehensive income |
|
| - $ - |
|||
| Sensitivityanalysis | |||
| Degree of variation 5% 5% |
Effect on profiton loss 79,316 $ 280 |
Effect on other comprehensive income |
|
| - $ - |
|||
Price risk
- A. The Company’s equity securities, which are exposed to price risk, are the held financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.
~79~
- B. The Company’s investments in equity securities comprise shares issued by the domestic companies. 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 5% with all other variables held constant, post-tax profit for the years ended December 31, 2022 and 2021 would have increased/decreased by $0 and $6,700, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss. Other components of equity would have increased/decreased by $48,249 and $69,814, respectively, as a result of other comprehensive income classified as equity investment at fair value through other comprehensive income.
Cash flow and fair value interest rate risk
-
A. The Company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk. During 2022 and 2021, the Company’s borrowings at variable rate were mainly denominated in NTD.
-
B. The Company’s borrowings are measured at amortised cost. The borrowings are periodically contractually repriced and to that extent are also exposed to the risk of future changes in market interest rates.
-
C. If the borrowing interest rate had increased/decreased by 5% with all other variables held constant, profit, net of tax for the years ended December 31, 2022 and 2021 would have decreased by $5,591 and $4,702, respectively. The main factor is that changes in interest expense result from floating rate borrowings.
-
(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 accounts receivable based on the agreed terms, and the contract cash flows of debt instruments stated at amortised cost.
-
ii. For banks and financial institutions, only banks and financial institutions with optimal credit ratings are accepted. According to the Company’s credit policy, each local entity in the Company 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.
-
iii. The Company adopts the internal management policy, that is, the default occurs when the contract payments are past due over 240 days.
~80~
- iv. The Company adopts the following assumption 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.
-
v. The Company applies the simplified approach using the provision matrix to estimate expected credit loss to assess the Company’s accounts receivable.
-
vi. The following indicators are used to determine whether the credit impairment of debt instruments has occurred:
-
(i) It becomes probable that the issuer will enter bankruptcy or other financial reorganization due to their financial difficulties;
-
(ii) The disappearance of an active market for that financial asset because of financial difficulties;
-
(iii) Default or delinquency in interest or principal repayments;
-
(iv) Adverse changes in national or regional economic conditions that are expected to cause a default.
-
vii. The Company wrote-off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Company will continue executing the recourse procedures to secure their rights.
-
viii. The Company used the forecastability to adjust historical and timely information to assess the default possibility of accounts receivable. On December 31, 2022 and 2021, the provision matrix is as follows:
Group
| Group | |||
|---|---|---|---|
| December31,2022 Expected loss rate Total book value Loss allowance December31,2021 Expected loss rate Total book value Loss allowance |
Individual 100% 10,475 $ 10,475 Individual 100% 10,475 $ 10,475 |
Up to 90 days Notpastdue pastdue 0.15% 0.37%~3.66% 201,569 $ 63,914 $ 2,415 2,942 Up to 90 days Notpastdue pastdue 0.84% 2.13%~21.41% 360,848 $ 191,770 $ 2,415 2,942 Group |
Total |
| 275,958 $ 15,832 Total |
|||
| Notpastdue 0.84% 360,848 $ 2,415 |
|||
| 563,093 $ 15,832 |
~81~
- ix. Movements in relation to the Company applying the simplified approach to provide loss allowance for accounts receivable and notes receivable are as follows:
| January 1 Reversal for impairment At December 31 At January 1 Reversal for impairment At December 31 |
Accountsreceivable Notesreceivable 15,832 $ - $ - - 15,832 $ - $ Accountsreceivable Notesreceivable 15,832 $ 807 $ - 807) ( 15,832 $ - $ 2022 2021 |
|---|---|
| Accountsreceivable 15,832 $ - 15,832 $ |
(c) Liquidity risk
- i. Cash flow forecasting is performed in the operating entities of the Company and aggregated by Company treasury. Company treasury monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Company does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities. Such forecasting takes into consideration the Company’s debt financing plans, covenant compliance, and compliance with internal balance sheet ratio targets.
ii. The Company has the following undrawn borrowing facilities:
| Floating rate: Expiring within one year Expiring beyond one year |
December31,2022 - $ 1,485,000 1,485,000 $ |
December31,2021 |
|---|---|---|
| - $ 2,490,000 |
||
| 2,490,000 $ |
The undrawn borrowing facilities will be used to repay existing financial liabilities and increase medium-term working capital.
~82~
- iii. The table below analyses the Company’s non-derivative financial liabilities and netsettled or gross-settled derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.
Non-derivative financial liabilities:
| Non-derivative financial liabilities: | |||
|---|---|---|---|
| December 31, 2022 Short-term borrowings Short-term notes and bills payable Notes payable Accounts payable Accounts payable-related parties Other payables Other payables-related parties Bonds payable (including current portion) Long-term borrowings (including current portion) Lease liabilities (including current portion) Non-derivative financial liabilities: |
Lessthan 1year 2,480,727 $ 550,000 40,079 108,905 14,129 128,489 754 - 1,052,289 3,844 |
Over 1year - $ - - - - - - 418,500 4,588,019 69,185 |
Total |
| 2,480,727 $ 550,000 40,079 108,905 14,129 128,489 754 418,500 5,640,308 73,029 |
| Long-term borrowings (including current portion) Lease liabilities (including current portion) Non-derivative financial liabilities: |
1,052,289 3,844 |
4,588,019 69,185 |
5,640,308 73,029 |
|---|---|---|---|
| December 31, 2021 Short-term borrowings Short-term notes and bills payable Notes payable Accounts payable Accounts payable-related parties Other payables Other payables-related parties Bonds payable (including current portion) Long-term borrowings (including current portion) |
Lessthan 1year 3,739,970 $ 410,000 76,465 151,526 16,694 135,930 361,142 454,400 2,640,749 |
Over 1year - $ - - - - - - - 2,606,034 |
Total |
| 3,739,970 $ 410,000 76,465 151,526 16,694 135,930 361,142 454,400 5,246,783 |
Derivative financial liabilities:
As of December 31, 2022 and 2021, there was no such situation.
~83~
(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. The fair value of the Company’s investment in listed stocks is included in Level 1.
-
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 Company’s investment in unlisted stocks, investment property and Call and put options of convertible corporate bonds is included in Level 3.
-
B. Financial instruments not measured at fair value
-
(a) Except for those listed in the table below, the carrying amounts of cash and cash equivalents, financial assets at amortised cost, notes receivable, accounts receivable (including related parties), other receivables (including related parties), short-term loans, short-term notes and bills payable, notes payable, accounts payable (including related parties) and other payables (including related parties) are approximate to their fair values. Interest rates of long-term borrowings (including maturity within 1 year or 1 operating cycle) are approximately the same as market interest rates, thus, the carrying amount should be a reasonable basis for fair value estimation.
| value estimation. | |||
|---|---|---|---|
| Financial liabilities: Bonds payable (including current portion) Financial liabilities: Bonds payable |
December | 31,2022 | |
| Bookvalue 411,778 $ |
Fairvalue | ||
| Level 1 - $ December |
Level 2 Level3 402,804 $ - $ 31,2021 |
||
| Bookvalue 443,361 $ |
Fairvalue | ||
| Level 1 - $ |
Level 2 Level3 441,729 $ - $ |
~84~
- (b) The methods and assumptions of fair value measurement are as follows:
Convertible debentures payable: Regarding the convertible bonds issued by the Company, the coupon rate approximates to the current market rate. Therefore, the fair value is estimated using the present value of the expected cash flows and approximate to the book value.
-
C. The related information on 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, 2022 and 2021 is as follows:
-
(a) The related information on the nature of the assets and liabilities is as follows:
| December 31, 2022 Assets Recurring fair value measurements Financial assets at fair value through profit or loss Call options and put options of convertible corporate bonds Financial assets at fair value through other comprehensive income Equity securities Investment property December 31, 2021 Assets Recurring fair value measurements Financial assets at fair value through profit or loss Call options and put options of convertible corporate bonds Equity securities Financial assets at fair value through other comprehensive income Equity securities Investment property |
Level 1 - $ 959,378 - 959,378 $ Level 1 - $ 134,003 $ 1,390,690 - 1,524,693 $ |
Level 2 - $ - - - $ Level 2 - $ - $ - - - $ |
Level3 81 $ 5,597 2,123,774 2,129,371 $ Level3 751 $ - $ 5,597 2,098,276 2,103,873 $ |
Total |
|---|---|---|---|---|
| 81 $ 964,975 2,123,774 |
||||
| 3,088,749 $ |
||||
| Total | ||||
| 751 $ 134,003 $ 1,396,287 2,098,276 |
||||
| 3,494,563 $ |
~85~
-
(b) The methods and assumptions the Company used to measure fair value are as follows:
-
i. The instruments the Company used market quoted prices as their fair values (that is, Level 1) are listed below by characteristics:
Listed shares Market quoted price Closing price
-
ii. Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques. The fair value of financial instruments measured by using valuation techniques can be referred to valuation methods.
-
iii.Under the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the Company makes self-assessment using the income approach to calculate the fair value of investment property. Related assumptions and information on inputs are as follows:
-
(i) Cash flow: Cash flow shall be evaluated on the basis of existing lease contracts, rent at local market rates, or current market rents for similar comparable properties in the same location and condition, and overvalued and undervalued comparable properties shall be excluded. If there is a period-end value, the discounted present period-end value may be added.
-
(ii) Analysis period: When there is no specified period for the income, the analysis period in principle shall not be longer than 10 years; when there is a specified period for the income, the income shall be estimated for the remainder of the specified period.
-
(iii) Discount rate: The discount rate shall be determined using the risk premium approach only, with the calculation based on a certain interest rate, plus the estimate for the individual characteristics of the investment property. The phrase "based on a certain interest rate" means the interest rate may not be lower than the floating interest rate on a 2-year time deposit of a small amount, as posted by the Chunghwa Post Co. Ltd., plus 0.75 percentage points.
-
-
D. For the years ended December 31, 2022 and 2021, there was no transfer between Level 1 and Level 2.
-
E. For the years ended December 31, 2022 and 2021, there was no transfer into or out from Level 3.
-
F. The information on change in fair value of investment property for the years ended December 31, 2022 and 2021 is provided in Note 6(11).
~86~
- G. Treasury segment is in charge of valuation procedures for fair value measurements being categorized 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 making any other necessary adjustments to the fair value. Investment property is evaluated regularly by the Company’s finance segment based on the valuation methods and assumptions announced by the Financial Supervisory Commission, Securities and Futures Bureau or through outsourced appraisal performed by the external valuer.
The treasury segment set up valuation policies, valuation processes and rules for measuring fair value of financial instruments and investment property to ensure compliance with the related requirements in IFRS.
- H. 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:
| Item Unlisted stocks Investment property Call options and put options of convertible corporate bonds |
Fair value at Significant December Valuation observable 31,2022 technique input 5,597 $ Market comparable companies Industrial average price to book ratio 2,123,774 Income approach Discount rate 81 Binary tree valuation model Volatility |
Relationship of inputs Range tofairvalue Not applicable The higher the book value per share, the higher the fair value (Note) The higher the discount rate, the lower the fair value 18.16% The higher the volatility, the higher the fair value |
Relationship of inputs tofairvalue |
|---|---|---|---|
~87~
| Fair value at | Significant | Relationship | ||||
|---|---|---|---|---|---|---|
| December | Valuation | observable | of inputs | |||
| Item | 31,2021 | technique | input | Range | tofairvalue | |
| Unlisted | $ | 5,597 |
Market | Industrial | Not applicable | The higher the |
| stocks | comparable | average price | book value | |||
| companies | to book ratio | per share, | ||||
| the higher | ||||||
| the fair value | ||||||
| Investment | 2,098,276 | Income | Discount rate | (Note) | The higher the | |
| property | approach | discount rate, | ||||
| the lower | ||||||
| the fair value | ||||||
| Call options | 751 | Binary tree | Volatility | 28.21% | The higher the | |
| and put | valuation | volatility, | ||||
| options of | model | the higher | ||||
| convertible | the fair value | |||||
| corporate | ||||||
| bonds |
Note: Information on discount rate and income capitalisation rate is provided in Note 6(11).
- I. The Company 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.
13. SUPPLEMENTARY DISCLOSURES
(1) Significant transactions information
-
A. Loans to others: Refer to table 1.
-
B. Provision of endorsements and guarantees to others: Refer to table 2.
-
C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): 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: Refer to table 4.
-
E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: No such situation.
-
F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: Refer to table 5.
-
G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Refer to table 6.
~88~
-
H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Refer to table 7.
-
I. Trading in derivative instruments undertaken during the reporting periods: Refer to Note 6(2).
-
J. Significant inter-company transactions during the reporting periods: Refer to table 8.
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China): Refer to table 9.
(3) Information on investments in Mainland China
-
A. Basic information: Refer to table 10.
-
B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Refer to items (1) A, B, G, H and J above.
(4) Major shareholders information
Major shareholders information: Refer to table 11.
14. SEGMENT INFORMATION
Not applicable.
~89~
Yem Chio Co., Ltd. Loans to others
For the year ended December 31, 2022
Table 1
Expressed in thousands of NTD (Except as otherwise indicated)
| NO. (Note 1) |
Creditor | Borrower | General ledger account(Note 2) |
Is a related party |
Maximum outstanding balance during the year ended December 31, 2022 (Note 3) |
Balance at December 31, 2022 (Note 8) |
Actual amount drawn down |
Interest rate |
Nature of loan (Note 4) |
Amount of transactions with the borrower (Note 5) |
Reason for short- term financing (Note 6) |
Allowance for doubtful accounts |
Collateral | Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 0 0 0 0 0 0 1 2 2 2 2 3 3 3 3 3 4 |
The Company The Company The Company The Company The Company The Company YEM CHIO ACHEM Technology Corporation ACHEM Technology Corporation ACHEM Technology Corporation ACHEM Technology Corporation ACHEM Technology Holdings Limited ACHEM Technology Holdings Limited ACHEM Technology Holdings Limited ACHEM Technology Holdings Limited ACHEM Technology Holdings Limited ACHEM Technology (Dongguan) Adhesive Products Co., Ltd. |
ACHEM Technology Holdings Limited UINN Hotel Wong Chio Development., Ltd. Chuang-Yi Investment Co., Ltd. ACHEM Technology Corporation Wan Chio Petrochemical (Jiangsu) Co., Ltd. ACHEM Technology Holdings Limited Chuang-Yi Investment Co., Ltd. ACHEM Technology Holdings Limited Wong Chio Development., Ltd. UINN Hotel ACHEM Technology (Vietnam) Ltd. ASIA PLASTICS ACHEM Technology (Dongguan) Adhesive Products Co., Ltd. WAN CHIO Wanchio Adhesive Product (Jiangsu) Co., Ltd. Ningbo Yem Chio Co., Ltd. |
Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables |
Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y |
322,150 $ 180,000 500,000 480,000 1,800,000 1,062,909 154,138 610,000 793,750 730,000 180,000 58,738 32,215 121,740 153,021 1,573,484 81,108 |
307,100 $ 180,000 500,000 - 900,000 1,013,253 - - 614,200 730,000 180,000 53,743 30,710 55,278 145,873 654,588 79,344 |
- $ 4,000 - - - 1,013,253 - - 537,425 709,000 137,000 53,743 25,489 55,278 145,873 654,588 79,344 |
2.00% 2.00% 2.00-%2.50% 2.00-%2.50% 2.00-%2.50% 0.00% 2.00% 1.75%-2.00% 2.00% 2.00% 2.00% 2.50% 2.00% 2.50% 2.00% 2.50% 2.00% |
2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 |
- $ - - - - - - - - - - - - - - - - |
Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital |
- $ - - - - - - - - - - - - - - - - |
None None None None None None None None None None None None None None None None None |
- - - - - - - - - - - - - - - - - |
2,227,542 $ 2,227,542 2,227,542 2,227,542 2,227,542 2,227,542 - 1,180,205 1,180,205 1,180,205 1,180,205 3,634,555 3,634,555 3,634,555 3,634,555 3,634,555 884,233 |
4,455,083 $ 4,455,083 4,455,083 4,455,083 4,455,083 4,455,083 - 2,065,358 2,065,358 2,065,358 2,065,358 3,634,555 3,634,555 3,634,555 3,634,555 3,634,555 884,233 |
- - - - - - - - - - - - - - - - - |
Table 1, Page 1
| NO. (Note 1) |
Creditor | Borrower | General ledger account(Note 2) |
Is a related party |
Maximum outstanding balance during the year ended December 31, 2022 (Note 3) |
Balance at December 31, 2022 (Note 8) |
Actual amount drawn down |
Interest rate |
Nature of loan (Note 4) |
Amount of transactions with the borrower (Note 5) |
Reason for short- term financing (Note 6) |
Allowance for doubtful accounts |
Collateral | Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 4 4 5 5 6 6 6 7 8 9 9 10 11 12 13 13 14 14 |
ACHEM Technology (Dongguan) Adhesive Products Co., Ltd. ACHEM Technology (Dongguan) Adhesive Products Co., Ltd. ASIACHEM International Corporation ASIACHEM International Corporation ACHEM Technology (Shanghai) Limited ACHEM Technology (Shanghai) Limited ACHEM Technology (Shanghai) Limited Valueline Investment Corporation ACHEM Technology China Wanchio Adhesive Product (Jiangsu) Co., Ltd. Wanchio Adhesive Product (Jiangsu) Co., Ltd. ASIA PLASTICS ACHEM Opto-Electronic Corporation AOE Holding Limited Master Package (Shanghai) Material Technology Co., Ltd. Master Package (Shanghai) Material Technology Co., Ltd. Xin Chio Co., Ltd. Xin Chio Co., Ltd. |
Wan Chio Petrochemical (Jiangsu) Co., Ltd. Wanchio Adhesive Product (Jiangsu) Co., Ltd. ACHEM Technology Holdings Limited Wanchio Adhesive Product (Jiangsu) Co., Ltd. Wanchio Adhesive Product (Jiangsu) Co., Ltd. Ningbo Yem Chio Co., Ltd. Wan Chio Petrochemical (Jiangsu) Co., Ltd. ACHEM Technology Corporation ACHEM Technology Holdings Limited Ningbo Yem Chio Co., Ltd. Wan Chio Petrochemical (Jiangsu) Co., Ltd. Wan Chio Petrochemical (Jiangsu) Co., Ltd. ACHEM Technology Corporation ACHEM Technology Holdings Limited ACHEM (Tianjin) Adhesive Product Co., Ltd. Ningbo Yem Chio Co., Ltd. Chuang-Yi Investment Co., Ltd. ACHEM Technology Corporation |
Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables |
Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y |
383,010 $ 22,530 682,958 154,916 76,041 31,542 745,743 35,000 32,215 155,457 1,010,921 656,355 43,000 22,551 6,083 47,313 325,000 325,000 |
308,560 $ 22,040 651,052 151,547 74,936 30,856 729,524 27,000 30,710 79,344 402,671 642,080 43,000 21,497 - 46,284 - 325,000 |
308,560 $ 22,040 634,162 151,547 72,732 30,856 729,524 27,000 12,284 79,344 402,671 642,080 43,000 21,497 - 46,284 - 325,000 |
0.00% 2.00% 2.00% 2.00% 2.00% 2.00% 0.00% 1.50%-2.00% 2.00% 2.80%-4.90% 0.00% 0.00% 1.50%-2.00% 2.00% 2.00% 4.00% 1.75%-2.00% 2.00% |
2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 |
- - - - - - - - - - - - - - - - - - |
Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital |
- $ - - - - - - - - - - - - - - - - - |
None None None None None None None None None None None None None None None None None None |
- $ - - - - - - - - - - - - - - - - - |
884,233 $ 884,233 1,379,370 1,379,370 1,324,676 1,324,676 1,324,676 28,204 2,979,708 5,976,609 5,976,609 - 228,234 212,370 114,511 45,804 368,082 368,082 |
884,233 $ 884,233 1,379,370 1,379,370 1,324,676 1,324,676 1,324,676 28,204 2,979,708 5,976,609 5,976,609 - 228,234 212,370 114,511 45,804 368,082 368,082 |
- - - - - - - - - - - - - - - - - - |
Table 1, Page 2
Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows: (1) The Company is ‘0’. (2) The subsidiaries are numbered in order starting from ‘1’. Note 2: Fill in the name of account in which the loans are recognised, such as receivables–related parties, current account with stockholders, prepayments, temporary payments, etc. Note 3: Fill in the maximum outstanding balance of loans to others for the year ended December 31, 2022. Note 4: The column of ‘Nature of loan’ shall fill in ‘Business transaction or ‘Short-term financing’. (1) Business transaction. (2) Short-term financing. Note 5: Fill in the amount of business transactions when nature of the loan is related to business transactions, which is the amount of business transactions occurred between the creditor and borrower in the current year. Note 6: Fill in purpose of loan when nature of loan is for short-term financing, for example, repayment of loan, acquisition of equipment, working capital, etc. Note 7: Fill in limit on loans granted to a single party and ceiling on total loans granted as prescribed in the creditor company’s “Procedures for Provision of Loans”, and state each individual party to which the loans have been provided and the calculation for ceiling on total loans granted in the footnote. (1) In accordance with the financing policy of the Company, the ceiling for total financing amount shall not exceed 40% of stockholders’ equity, and separate financing amount shall not exceed 20% of stockholders’ equity. (2) In accordance with the financing policy of YEM CHIO, the ceiling for total financing amount shall not exceed 40% of stockholders’ equity, and separate financing amount shall not exceed 40% of stockholders’ equity. If the borrowers are foreign companies whose voting rights are directly and indirectly wholly-owned by the ultimate parent company, the financing amount shall not exceed 400% of stockholders’ equity. (3) Limit on Xin Chio Co., Ltd.’s total loans to others is 40% of the Company’s net assets. Limit on loans to a single party with short-term financing is 40% of the Company’s net assets. (4) Ceiling on total loans to others and limit on loans to a single party granted by Master Package (Shanghai) shall not exceed 40% of the stockholders’ equity. If the borrowers are foreign companies whose voting rights are directly and indirectly wholly-owned by the ultimate parent company, the ceiling for total financing amount granted by Master Package (Shanghai) shall not exceed 100% of stockholders’ equity. (5) For the short-term financing from ACHEM Technology Corporation, the total and individual lending amount shall not exceed 35% and 20% of its nets assets, respectively. (6) Limit on loans granted by ACHEM Technology Holdings Limited to others and to a single party shall not exceed 40% of the stockholders’ equity. But for foreign companies whose voting rights are directly and indirectly wholly-owned by the ultimate parent company, the limit on loans is 100% of the stockholders’ equity. (7) Limit on loans granted by ASIACHEM International Corporation to others and to a single party shall not exceed 40% of the stockholders’ equity. But for foreign companies whose voting rights are directly and indirectly wholly-owned by the parent company of ASIACHEM International Corporation, the limit on loans is 100% of the stockholders’equity of ASIACHEM International Corporation. (8) In accordance with the financing policy of Valueline Investment Corporation, the ceiling for total and separate financing amount shall not exceed 40% of the stockholders’ equity of the subsidiaries. (9) Limit on loans granted by ACHEM Technology (Shanghai) Limited to others and to a single party shall not exceed 40% of the stockholders’ equity of ACHEM Technology (Shanghai) Limited. If borrowers are foreign companies whose voting rights are directly and indirectly wholly-owned by the ultimate parent company of ACHEM Technology (Shanghai) Limited, the limit on loans is 100% of the stockholders’ equity of ACHEM Technology (Shanghai) Limited. (10) Limit on loans granted by ACHEM Technology (Dongguan) Adhesive Products Co., Ltd. to others and to a single party shall not exceed 40% of the stockholders’ equity of ACHEM Technology (Dongguan) Adhesive Products Co., Ltd. If borrowers are foreign companies whose voting rights are directly and indirectly wholly-owned by the ultimate parent company of ACHEM Technology (Dongguan) Adhesive Products Co., Ltd., the limit on loans is 100% of the stockholders’ equity of ACHEM Technology (Dongguan) Adhesive Products Co., Ltd. (11) Limit on loans granted by ASIA PLASTICS to others and to a single party shall not exceed 40% of the stockholders’ equity of ASIA PLASTICS. If borrowers are foreign companies whose voting rights are directly and indirectly wholly-owned by the ultimate parent company of ASIA PLASTICS, the limit on loans is 1000% of the stockholders’ equity of Shanxi Heyangder Adhensive Produce Co., Ltd. (12) Limit on loans granted by ACHEM Technology China to others and to a single party shall not exceed 40% of the stockholders’ equity of ACHEM Technology China. If borrowers are foreign companies whose voting rights are directly and indirectly wholly-owned by the ultimate parent company of ACHEM Technology China, the limit on loans is 100% of the stockholders’ equity of ACHEM Technology China. (13) The total and individual lending amount of Wanchio Adhesive Product (Jiangsu) Co., Ltd. shall not exceed 40% of its net assets. However, the loans among foreign entities to which the ultimate parent company of Wanchio Adhesive Product (Jiangsu) Co., Ltd. directly or indirectly has 100% voting rights, the total and individual lending amount shall not exceed 3000% of net assets of the lender company. (14) Limit on ACHEM Opto-Electronic Corporation’s total loans to others is 40% of the Company’s net assets. (15) Limit on loans granted by AOE Holding Limited to others and to a single party shall not exceed 40% of the stockholders’ equity. But for foreign companies whose voting rights are directly and indirectly wholly-owned by the parent company of AOE Holding Limited, the limit on loans is 100% of the stockholders’equity of AOE Holding Limited. (16) As ASIA PLASTICS recognised impairment loss on assets of the associate, Wan Chio Petrochemical (Jiangsu) Co., Ltd., ASIA PLASTICS’s loans to Wan Chio Petrochemical (Jiangsu) Co., Ltd. amounting to $642,080 were over the limit. However, ASIA PLASTICS has been actively developing improvement plans. Note 8: The amounts of funds to be loaned to others which have been approved by the board of directors of a public company in accordance with Article 14, Item 1 of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” should be ncluded in its published balance of loans to others at the end of the reporting period to reveal the risk of loaning the public company bears, even though they have not yet been appropriated. However, this balance should exclude the loans repaid when repayments are done subsequently to reflect the risk adjustment. In addition, if the board of directors of a public company has authorized the chairman to loan funds in instalments or in revolving within certain lines and within one year in accordance with Article 14, Item 2 of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies”, the published balance of loans to others at the end of the reporting period should also include these lines of loaning approved by the board of directors, and these lines of loaning should not be excluded from this balance eventhough the loans are repaid subsequently, for taking into consideration they could be loaned again thereafter.
Table 1, Page 3
Yem Chio Co., Ltd.
Table 2
Provision of endorsements and guarantees to others
For the year ended December 31, 2022
Expressed in thousands of NTD
(Except as otherwise indicated)
Party being endorsed/guaranteed
| Number (Note 1) |
Endorser/guarantor | Companyname | Relationship with the endorser/ guarantor(Note 2) |
Limit on endorsements/ guarantees provided for a single party (Note3) |
Maximum outstanding endorsement/ guarantee amount as of December 31, 2022(Note 4) |
Outstanding endorsement/ guarantee amount at December 31, 2022(Note5) |
Actual amount drawn down (Note6) |
Amount of endorsements/ guarantees secured with collateral |
Ratio of accumulated endorsement/ guarantee amount to net asset value of the endorser/ guarantor company |
Ceiling on total amount of endorsements/ guarantees provided(Note3) |
Provision of endorsements/ guarantees by parent company to subsidiary (Note 7) |
Provision of endorsements/ guarantees by subsidiary to parent company (Note 7) |
Provision of endorsements/ guarantees to the party in Mainland China(Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 0 0 0 0 0 0 0 1 1 1 1 1 2 |
The Company The Company The Company The Company The Company The Company The Company ACHEM Technology Corporation ACHEM Technology Corporation ACHEM Technology Corporation ACHEM Technology Corporation ACHEM Technology Corporation ACHEM Technology (Shanghai) Limited |
YEM CHIO WAN CHIO Wong Chio Development., Ltd. UINN Hotel ACHEM Technology (Vietnam) Ltd. Wanchio Adhesive Product (Jiangsu) Co., Ltd. ACHEM Technology (Dongguan) Adhesive Product Co., Ltd. ACHEM Technology (Dongguan) Adhesive Product Co., Ltd. ACHEM Technology Holdings Limited Ningbo Yem Chio Co., Ltd. Wanchio Adhesive Product (Jiangsu) Co., Ltd. ACHEM Technology (Vietnam) Ltd. Wanchio Adhesive Product (Jiangsu) Co., Ltd. |
2 2 2 2 2 2 2 2 2 2 2 2 2 |
11,137,708 $ 11,137,708 11,137,708 11,137,708 11,137,708 11,137,708 11,137,708 5,901,023 5,901,023 5,901,023 5,901,023 5,901,023 1,324,676 |
229,805 $ 64,458 150,000 104,000 32,215 257,720 161,075 156,168 1,256,385 201,285 216,288 38,658 90,120 |
- $ - 150,000 - 30,710 245,680 153,550 153,424 1,105,560 198,360 211,584 36,852 88,160 |
- $ - - - - 220,400 - 13,760 - 16,490 22,040 - 9,438 |
- $ - - - - - - - - - - - - |
0 0 1 0 0 2 1 3 20 4 4 1 6 |
16,706,563 $ 16,706,563 16,706,563 16,706,563 16,706,563 16,706,563 16,706,563 5,901,023 5,901,023 5,901,023 5,901,023 5,901,023 1,324,676 |
Y Y Y Y Y Y Y Y Y Y Y Y N |
N N N N N N N N N N N N N |
N N N N N Y Y Y N Y Y N Y |
- - - - - - - - - - - - - |
Table 2, Page 1
Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows:
-
(1) The Company is ‘0’.
-
(2) The subsidiaries are numbered in order starting from ‘1’.
Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following six categories:
-
(1) Having business relationship.
-
(2) The endorser/guarantor parent company owns directly or 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, each shareholder provides 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 3: Fill in limit on endorsements/guarantees provided for a single party and ceiling on total amount of endorsements/guarantees provided as prescribed in the endorser/guarantor company’s “Procedures for Provision of Endorsements and Guarantees”, and state each individual party to which the endorsements/guarantees have been provided and the calculation for ceiling on total amount of endorsements/guarantees provided in the footnote.
-
(1) Calculation for ceiling on endorsements/guarantees provided by the Company to others and to a single party is based on 150% and 100% of the Company’s net equity in the latest financial statements, respectively.
-
(2) Calculation for ceiling on endorsements/guarantees provided by ACHEM Technology Corporation to others and to a single party is based on 100% of stockholders’ equity in the latest financial statements.
-
(3) For ACHEM Technology (Shanghai) Limited, the ceiling on total amount of endorsements/guarantees provided and the limit on endorsements/guarantees provided for a single party are both calculated based on 100% of net assets disclosed on the latest financial statements.
Note 4: Fill in the year-to-date maximum outstanding balance of endorsements/guarantees provided as of the reporting period.
- Note 5: 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 6: Fill in the actual amount of endorsements/guarantees used by the endorsed/guaranteed company.
Note 7: Fill in ‘Y’ for those cases of provision of endorsements/guarantees by listed parent company to subsidiary and provision by subsidiary to listed parent company, and provision to the party in Mainland China.
Table 2, Page 2
Yem Chio Co., Ltd. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) December 31, 2022
Table 3
Expressed in thousands of NTD (Except as otherwise indicated)
As at December 31, 2022
| Securities held by | Marketable securities(Note 1) |
Relationship with the securities issuer (Note 2) |
General ledger account |
Number of shares | Book value(Note 3) |
Ownership (%) | Fair value | Footnote (in shares) (Note 4) |
|---|---|---|---|---|---|---|---|---|
| The Company YEM CHIO ACHEM Technology Corporation |
Common stock ASE Technology Holding Co., Ltd. Quanta Coumputer Inc. LITE-ON Technology Corp. HON HAI PRECISION IND. CO., LTD. CHIPBOND TECHNOLOGY CORPORATION Formosa Plastics Corporation Fubon Financial Holding Co., Ltd. MediaTek Inc. Taiwan Semiconductor Manufacturing Co., Ltd. Yuanta/P-shares Taiwan Top 50 ETF Micro-Star International Co., Ltd. China Steel Corporation. EVERGREEN MARINE CORP. (TAIWAN) LTD. 3M Company Vanguard S&P 500 ETF Unipex Global Co., Ltd. Common stock YC Co., Ltd. Quanta Coumputer Inc. Taiwan Semiconductor Manufacturing Co., Ltd. CHIPBOND TECHNOLOGY CORPORATION MediaTek Inc. Micro-Star International Co., Ltd. Common stock Taiwan Semiconductor Manufacturing Co., Ltd. MediaTek Inc. ASE Technology Holding Co., Ltd. HON HAI PRECISION IND. CO., LTD. EVERGREEN MARINE CORP. (TAIWAN) LTD. United Microelectronics Corp. DELTA ELECTRONICS,INC. Micro-Star International Co., Ltd. Quanta Coumputer Inc. Yuanta/P-shares Taiwan Top 50 ETF Fubon FTSE TWSE Taiwan 50 ETF |
None " " " " " " " " " " " " " " Ultimate parent company None " " " " None " " " " " " " " " " |
Current financial assets at fair value through other comprehensive income " " " " " " " " " " " " " " Non-current financial assets at fair value through other comprehensive income Non-current financial assets at fair value through other comprehensive income " " " " " Current financial assets at fair value through profit or loss " " " " " " " " " " |
1,451,8972,851,0004,0002,256,000810,000958,000465,500146,000159,000263,0001,00010,000186,0002,354410171,90016,822,281100,00011,000358,0008,000120,00063,0005,00019,000695,00047,00051,0006,00024,00038,000107,000256,000 |
136,333$206,127255225,37446,49483,15426,20891,25071,31228,98312029830,3188,7164,4365,597242,241$7,2304,93420,5495,000$14,340$28,256$3,1251,78469,4307,6612,0761,7192,8682,74711,79115,898 |
0.03%0.07%0.00%0.02%0.11%0.02%0.00%0.01%0.00%0.01%0.00%0.00%0.01%0.00%0.00%17.19%2.64%0.00%0.00%0.05%0.00%0.01%0.00%0.00%0.00%0.01%0.00%0.00%0.00%0.00%0.00%0.00%0.04% |
136,333$206,127255225,37446,49483,15426,20891,25071,31228,98312029830,3188,7164,4365,597242,241$7,2304,93420,5495,000$14,340$28,256$3,1251,78469,4317,6612,0761,7192,8682,74711,79115,898 |
113,000190,0001,000827,000136,000176,000224,00054,00081,000110,000----------------------- |
Table 3, Page 1
As at December 31, 2022
| Securities held by | Marketable securities(Note 1) |
Relationship with the securities issuer (Note 2) |
General ledger account |
Number of shares | Book value(Note 3) |
Ownership (%) | Fair value | Footnote (in shares) (Note 4) |
|---|---|---|---|---|---|---|---|---|
| ACHEM Technology Corporation ACHEM Technology Corporation Valueline Investment Corporation ACHEM Technology Holdings Limited Foshan Inder Adhesive Product Co., Ltd. Master Package (Shanghai) Material Technology Co., Ltd. |
Common stock International Engineering & Construction Corp. (IEC) International Steel Company Bank debenture Citigroup Inc. Common stock YC Co., Ltd. Lucky-Heart Co., Ltd. Taiwan Virtual Reality Technologies Inc. Beneficiary certificates Augustus Multi - Strategy Fund Common stock YC Co., Ltd. Capital guarantee products Structured Investment Deposit in Bank of Communications Financial product Financial product launched by Bank of China |
None " None Ultimate parent company None " None Ultimate parent company None None |
Non-current financial assets at fair value through other comprehensive income " Non-current financial assets at fair value through other comprehensive income Non-current financial assets at fair value through other comprehensive income " " Current financial assets at fair value through profit or loss Non-current financial assets at fair value through other comprehensive income Current financial assets at fair value through profit or loss Current financial assets at fair value through profit or loss |
7,212,885143,826-406,409800,0001,600,00058,7211,194,138-- |
-1,11652,585$5,852$---$17,196$264,413$52,896$ |
7.99%3.20%-0.06%6.96%10.00%-0.19%-- |
-1,11652,585$5,852$--$ -17,196$264,413$52,896$ |
---------- |
Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities within the scope of IFRS 9 ‘Financial instruments.’ Note 2: Leave the column blank if the issuer of marketable securities is non-related party. Note 3: Fill in the amount after adjusted at fair value and deducted by accumulated impairment for the marketable securities measured at fair value; fill in the acquisition cost or amortised cost deducted by accumulated impairment for the marketable securities not measured at fair value. Note 4: The number of shares of securities and their amounts pledged as security should be stated in the footnote if the securities presented herein have such conditions Note 5: In response to the group's organizational planning, our company has decided through the board of directors' resolution on November 10th, 2022 to engage in a simple merger with Chuang-Yi Investment Co., Ltd. The merger effective date is December 1st, 2022 . All the valuable securities held by Chuang-Yi Investment Co., Ltd. will be transferred to the company.
Table 3, Page 2
Table 4
Yem Chio Co., Ltd.
Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company's paid-in capital
For the year ended December 31, 2022
(Expressed in thousands of New Taiwan dollars) (Except as otherwise indicated)
| Investor | Marketable securities (Note 2) |
General ledger account (Note 1) |
Counterparty (Note 3) |
Relationship with the investor (Note 3) |
Balance as at January1,2022 |
Balance as at January1,2022 |
Addition | (Note 4) | Disposal(Note 4) | Disposal(Note 4) | Other changes | Other changes | Balance as at December 31,2022 |
Balance as at December 31,2022 |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares (in thousands) |
Amount | Number of shares (in thousands) |
Amount | Number of shares (in thousands) |
Selling price | Book value | Gains (losses) on disposal |
Number of shares (in thousands) |
Amount | Number of shares (in thousands) |
Amount | |||||
| Foshan Inder Adhesive Product Co., Ltd. Foshan Inder Adhesive Product Co., Ltd. Master Package (Shanghai) Material Technology Co., Ltd. |
Financial product: Financial product launched by Bank of China Capital guaranteed products: Structured Investment Deposit in Bank of Communications Financial product: Financial product launched by Bank of China |
1 1 1 |
- - - |
- - - |
- - - |
- - - |
- - - |
443,333 $ 608,150 313,941 |
- - - |
178,920 $ 608,150 262,038 |
178,920 $ 608,150 262,038 |
- $ - - |
- - - |
- $ - - |
- - - |
264,413 $ - 52,896 |
-
Note 1: The numbers filled in general ledger account are as follows:
-
Current financial assets at fair value through profit or loss
-
Current financial asset measured at fair value through other comprehensive income
-
Non-current financial assets at fair value through profit or loss
-
Note 2: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities.
-
Note 3: Fill in the columns the counterparty and relationship if securities are accounted for under the equity method; otherwise leave the columns blank.
-
Note 4: Aggregate purchases and sales amounts should be calculated separately at their market values to verify whether they individually reach NT$300 million or 20% of paid-in capital or more.
-
Note 5: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.
Table 4, Page 1
==> picture [891 x 241] intentionally omitted <==
----- Start of picture text -----
Yem Chio Co., Ltd.
Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more
For the year ended December 31, 2022
Table 5 Expressed in thousands of NTD
(Except as otherwise indicated)
Transaction date Status of
Real estate or date of the Date of Disposal collection of Gain (loss) Relationship with Reason for Basis or reference used Other
disposed by Real estate event acquisition Book value amount proceeds on disposal Counterparty the seller disposal in setting the price commitments
Wan Chio Right of use of land, 2022/9/15 August 2012 to $ 1,896,753 $ 1,953,957 (Note 2) $ 57,204 1. Nantong Development - 1. Dispose idle property, plant and 1. Relocation None
Petrochemical buildings, and equipment, January 2020 Area Chemical Industry equipment to reduce Group compensation contract for
(Jiangsu) Co., Ltd. etc. Park Administration losses. non residential housing in
Office 2. Cooperate with the local Nantong Economic &
2. Zibo Qixiang Tengda governments to promote ecology Technological
Chemical Co., Ltd. prioritization and green Development Area
development. Chemical Industry Park
2. Equipment purchase
and sale contract
(RMB 438,760)
----- End of picture text -----
Note 1: Date of the event referred to herein is the date of board resolution.
Note 2: The consideration of $1,313,122 (RMB 293,380 thousand) had been collected as of December 31, 2022. The remaining consideration of $640,835 (RMB 145,380 thousand) was shown as other receivables.
Table 5, Page 1
Table 6
Yem Chio Co., Ltd.
Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more For the year ended December 31, 2022
Expressed in thousands of NTD (Except as otherwise indicated)
| Purchaser/seller | Counterparty | Relationship with the counterparty |
Transaction | Transaction | Differences in transaction terms compared to third party transactions(Note 1) |
Differences in transaction terms compared to third party transactions(Note 1) |
Notes/accounts receivable(payable) |
Notes/accounts receivable(payable) |
Footnote (Note 2) |
||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (sales) |
Amount | Percentage of total purchases(sales) |
Credit term | Unitprice | Credit term | Balance | Percentage of total notes/accounts receivable(payable) |
||||
| The Company The Company ACHEM Technology Corporation ACHEM Technology Corporation ACHEM Technology Corporation Wanchio Adhesive Product (Jiangsu) Co., Ltd. Wanchio Adhesive Product (Jiangsu) Co., Ltd. Ningbo Yem Chio Co., Ltd. |
ACHEM Technology Corporation ACHEM Industry America Inc. Foshan Inder Adhesive Product Co., Ltd. Ningbo Yem Chio Co., Ltd. ACHEM Industry America Inc. ACHEM Technology Corporation ACHEM Technology (Dongguan) Adhesive Products Co., Ltd. ACHEM Industry America Inc. |
Subsidiary An indirect subsidiary Subsidiary Subsidiary Subsidiary Parent company Sister company Sister company |
Sales Sales Purchases Purchases Sales Sales Sales Sales |
475,149 $ 144,594 276,949 384,116 135,935 224,302 258,523 123,255 |
13.04% 3.97% 8.43% 11.69% 2.50% 13.48% 15.53% 11.51% |
30 days after monthly billings 60 days after the receipt of shipment 100 days after shipment 60 days after monthly billings 60 days after monthly billings 60 days after monthly billings 60 days after monthly billings 60 days after monthly billings |
Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 |
Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 |
35,817 $ 22,472 50,411 51,283 28,138 30,896 70,057 10,879 |
8.91% 5.59% 13.30% 13.53% 3.29% 6.51% 14.76% 8.78% |
None None None None None None None None |
Table 6, Page 1
-
Note 1: If terms of related-party transactions are different from third-party transactions, explain the differences and reasons in the ‘Unit price’ and ‘Credit term’ columns.
-
Note 2: In case related-party transaction terms involve advance receipts (prepayments) transactions, explain in the footnote the reasons, contractual provisions, related amounts, and differences in types of transactions compared to third-party transactions.
-
Note 3: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.
-
Note 4: The description of the transaction is not significantly different with third parties and as such, no need to disclose.
Table 6, Page 2
Yem Chio Co., Ltd. Receivables from related parties reaching $100 million or 20% of paid-in capital or more December 31, 2022
Table 7
Expressed in thousands of NTD (Except as otherwise indicated)
| Creditor | Counterparty | Relationship with the counterparty |
Balance as at December 31, 2022(Note 1) |
Turnover rate |
Overdue receivables | Overdue receivables | Amount collected subsequent to the balance sheet date |
Allowance for doubtful accounts |
|---|---|---|---|---|---|---|---|---|
| Amount | Action taken | |||||||
| The Company Xin Chio Co., Ltd. ACHEM Technology Corporation ACHEM Technology Corporation ACHEM Technology Corporation ACHEM Technology (Shanghai) Limited ACHEM Technology Holdings Limited ACHEM Technology Holdings Limited ASIACHEM International Corporation ASIACHEM International Corporation ACHEM Technology (Dongguan) Adhesive Products Co., Ltd Wanchio Adhesive Product (Jiangsu) Co., Ltd. ASIA PLASTICS |
Wan Chio Petrochemical (Jiangsu) Co., Ltd. ACHEM Technology Corporation ACHEM Technology Holdings Limited Wong Chio Development., Ltd. UINN Hotel Wan Chio Petrochemical (Jiangsu) Co., Ltd. Wanchio Adhesive Product (Jiangsu) Co., Ltd. WAN CHIO ACHEM Technology Holdings Limited Wanchio Adhesive Product (Jiangsu) Co., Ltd. Wan Chio Petrochemical (Jiangsu) Co., Ltd. Wan Chio Petrochemical (Jiangsu) Co., Ltd. Wan Chio Petrochemical (Jiangsu) Co., Ltd. |
An indirect subsidiary Associate Subsidiary Sister company Sister company Sister company An indirect subsidiary Associate Sister company Sister company Sister company Associate Associate |
Other receivables 1,013,253 $ Other receivables 329,034 Other receivables 541,900 Other receivables 712,175 Other receivables 137,442 Other receivables 729,524 Other receivables 656,069 Other receivables 147,803 Other receivables 648,182 Other receivables 157,102 Other receivables 308,560 Other receivables 402,671 Other receivables 642,080 |
- - - - - - - - - - - - - |
- $ - - - - - - - - - - - - |
- - - - - - - - - - - - - |
- $ - - - - - - - - - - - - |
- $ - - - - - - - - - - - - |
Note 1: Fill in separately the balances of accounts receivable–related parties, notes receivable–related parties, other receivables–related parties. Note 2: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity.
Table 7, Page 1
Yem Chio Co., Ltd.
Significant inter-company transactions during the reporting period For the year ended December 31, 2022
Table 8
Expressed in thousands of NTD (Except as otherwise indicated)
Transaction
| Number (Note 1) |
Companyname | Counterparty | Relationship (Note 2) |
General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets (Note3) |
|---|---|---|---|---|---|---|---|
| 0 0 1 2 2 2 2 3 4 5 |
The Company The Company Xin Chio Co., Ltd. ACHEM Technology Corporation ACHEM Technology Corporation ACHEM Technology Corporation ACHEM Technology Corporation ACHEM Technology (Shanghai) Limited ACHEM Technology Holdings Limited ASIACHEM International Corporation |
ACHEM Technology Corporation Wan Chio Petrochemical (Jiangsu) Co., Ltd. ACHEM Technology Corporation ACHEM Technology Holdings Limited Wong Chio Development., Ltd. Foshan Inder Adhesive Product Co., Ltd. Ningbo Yem Chio Co., Ltd. Wan Chio Petrochemical (Jiangsu) Co., Ltd. Wanchio Adhesive Product (Jiangsu) Co., Ltd. ACHEM Technology Holdings Limited |
(1) (1) (3) (1) (3) (1) (1) (3) (1) (3) |
Sales Other receivables Other receivables Other receivables Other receivables Purchase Purchase Other receivables Other receivables Other receivables |
475,149 $ 1,013,253 329,034 541,900 712,175 276,949 384,116 729,524 656,069 648,182 |
30 days after monthly billings Depends on negotiation Depends on negotiation Depends on negotiation Depends on negotiation 100 days after shipment 60 days after monthly billings Depends on negotiation Depends on negotiation Depends on negotiation |
3.24% 3.43% 1.11% 1.84% 2.41% 1.89% 2.62% 2.47% 2.22% 2.20% |
Table 8, Page 1
Transaction
| Number (Note 1) |
Companyname | Counterparty | Relationship (Note 2) |
General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets (Note3) |
|---|---|---|---|---|---|---|---|
| 6 6 6 7 8 |
Wanchio Adhesive Product (Jiangsu) Co., Ltd. Wanchio Adhesive Product (Jiangsu) Co., Ltd. Wanchio Adhesive Product (Jiangsu) Co., Ltd. ACHEM Technology (Dongguan) Adhesive Products Co., Ltd ASIA PLASTICS |
ACHEM Technology Corporation ACHEM Technology (Dongguan) Adhesive Products Co., Ltd Wan Chio Petrochemical (Jiangsu) Co., Ltd. Wan Chio Petrochemical (Jiangsu) Co., Ltd. Wan Chio Petrochemical (Jiangsu) Co., Ltd. |
(2) (3) (3) (3) (3) |
Sales Sales Other receivables Other receivables Other receivables |
224,302 $ 258,523 402,671 308,560 642,080 |
60 days after monthly billings 60 days after monthly billings Depends on negotiation Depends on negotiation Depends on negotiation |
1.53% 1.76% 1.36% 1.05% 2.18% |
-
Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:
-
(1) Parent company is ‘0’.
-
(2) The subsidiaries are numbered in order starting from ‘1’.
-
Note 2: Relationship between transaction company and counterparty is classified into the following three categories:
-
(1) Parent company to subsidiary.
-
(2) Subsidiary to parent company.
-
(3) Subsidiary to subsidiary.
Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and
based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.
Note 4: The Company may decide to disclose or not to disclose transaction details in this table based on the Materiality Principle.
Note 5: The transactions less than 1% of consolidated total assets or consolidated sales do not need to be disclosed. The disclosure is by asset or revenue.
Table 8, Page 2
Information on investees (not including investees in Mainland China) For the year ended December 31, 2022
Table 9
Expressed in thousands of NTD (Except as otherwise indicated)
Yem Chio Co., Ltd.
| Investor | Investee(Notes 1 and 2) |
Location | Main business activities |
Initial investment amount | Initial investment amount | Shares held | as at December 31,2022 | as at December 31,2022 | Net profit (loss) of the investee for the year ended December 31,2022 |
Investment income (loss) recognised by the Company for the year ended December31,2022 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31,2022 |
Balance as at December 31,2021 |
Number of shares | Ownership (%) | Bookvalue | |||||||
| The Company The Company The Company The Company The Company The Company The Company YEM CHIO |
YEM CHIO Chuang-Yi Investment Co., Ltd. UINN Hotel Wong Chio Development., Ltd. ACHEM Technology Corporation Xin Chio Co., Ltd. Yanrun Development Co., Ltd. ASIA PLASTICS |
BVI Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan BVI |
Manufacturing of adhesives and polystyrene sheets; investment holdings Investment holdings Hotel management and related business Undertaking civil engineering and hydraulic engineering Manufacturing of adhesives and polystyrene sheets; investment holdings Manufacturing, import and export of material packaging, computer software and hardware for cloud services and peripheral equipment, research and development, and distribution of design of above products Operating real estate related business Manufacturing of adhesives and polystyrene sheets; investment holdings |
1,446,994 $ - 25,740 345,077 3,999,048 299,264 8,000 357,249 |
1,446,994 $ 25,943 25,740 345,077 3,999,048 299,264 8,000 357,249 |
47,117,523 - - 34,507,664 399,904,848 25,740,120 1,320,000 11,632,500 |
100% - 100% 100% 100% 41.76% 40% 45% |
826,083) ($ - 28,190) ( 294,887 5,768,267 66,929 3,188) ( 7,159) ( |
34,919 $ - 4,457 15,445) ( 743,275 113,052 12,420) ( 27,389 |
18,097 $ - 3,026) ( 14,844) ( 756,723 46,017 7,006) ( - |
Subsidiary Note 4 Subsidiary Subsidiary Subsidiary Subsidiary - An indirect subsidiary |
Table 9, Page 1
| Investor | Investee(Notes 1 and 2) |
Location | Main business activities |
Initial investment amount | Initial investment amount | Shares held | as at December31,2022 | as at December31,2022 | Net profit (loss) of the investee for the year ended December 31,2022 |
Investment income (loss) recognised by the Company for the year ended December 31,2022 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31,2022 |
Balance as at December 31,2021 |
Number of shares | Ownership (%) | Book value | |||||||
| YEM CHIO ACHEM Technology Corporation ACHEM Technology Corporation ACHEM Technology Corporation ACHEM Technology Corporation ACHEM Technology Corporation ACHEM Technology Holdings Limited ACHEM Technology Holdings Limited ACHEM Technology Holdings Limited ACHEM Technology Holdings Limited |
WAN CHIO ASIACHEM International Corporation ACHEM Technology Holdings Limited Valueline Investment Corporation ACHEM Opto-Electronic Corporation Xin Chio Co., Ltd. ACHEM Technology Americas Ltd. ACHEM Technology China ACHEM Technology (Vietnam) Ltd. WAN CHIO |
BVI BVI BVI Taiwan Taiwan Taiwan Cayman Islands Cayman Islands Vietnam BVI |
Manufacturing and marketing of raw materials; investment holdings Investment of adhesives and related products Investment of high technology industry Investment holdings Manufacturing of electronic parts and components Manufacturing, import and export of material packaging, computer software and hardware for cloud services and peripheral equipment, research and development, and distribution of design of above products Investment of high technology industry Investment of high technology industry Manufacturing and sales of various adhesives products Manufacturing and marketing of raw materials; investment holdings |
899,803 $ 357,295 3,099,381 249,287 321,550 242,903 418,977 2,094,701 368,520 571,206 |
899,803 $ 357,295 3,099,381 249,287 300,563 242,903 418,977 2,094,701 368,520 571,206 |
40,400,000 23,269 100,924 826,089 21,401,231 14,930,000 13,643,000 68,209,075 - 18,600,000 |
68.47% 100% 100% 100% 87.09% 24.22% 100% 100% 100% 31.53% |
941,295) ($ 1,379,360 3,626,252 70,511 496,922 293,214 1,104,757 2,979,708 210,548 433,460) ( |
3,199) ($ 65,324 111,960 800 62,607 113,052 8,587 194,601 19,684) ( 3,199) ( |
- $ - - - - - - - - - |
An indirect subsidiary An indirect subsidiary An indirect subsidiary An indirect subsidiary An indirect subsidiary - An indirect subsidiary An indirect subsidiary An indirect subsidiary An indirect subsidiary |
Table 9, Page 2
| Investor | Investee(Notes 1 and 2) |
Location | Main business activities |
Initial investment amount | Initial investment amount | Shares held | as at December31,2022 | as at December31,2022 | Net profit (loss) of the investee for the year ended December 31,2022 |
Investment income (loss) recognised by the Company for the year ended December 31,2022 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31,2022 |
Balance as at December 31,2021 |
Number of shares | Ownership (%) | Book value | |||||||
| ACHEM Technology Holdings Limited ACHEM Technology Holdings Limited ACHEM Technology Americas Ltd. ACHEM Opto- Electronic Corporation ACHEM Technology China |
ASIA PLASTICS ACHEM Technology (M) SDN. BHD. ACHEM Industry America Inc. AOE Holding Limited LANDMART |
BVI Malaysia U.S.A. BVI Samoa |
Manufacturing and marketing of raw materials; investment holdings Business of import, export and distribution Manufacturing and sales of various adhesives products Investment of high technology industry Investment of high technology industry |
536,457 $ 4,269 267,177 65,007 859,880 |
536,457 $ 4,269 267,177 65,007 859,880 |
14,217,500 353,152 50,000 4,234 28,000,000 |
55% 90% 100% 100% 100% |
8,749) ($ 19,640 986,316 530,925 1,325,501 |
27,389 $ 55) ( 8,790 65,065 47,456 |
- $ - - - - |
An indirect subsidiary An indirect subsidiary An indirect subsidiary An indirect subsidiary An indirect subsidiary |
Note 1: If a public company is equipped with an overseas holding company and takes consolidated financial report as the main financial report according to the local law rules, it can only disclose the information of the overseas holding company about the disclosure of related overseas investee information.
Note 2: If situation does not belong to Note 1, fill in the columns according to the following regulations:
-
(1)The columns of ‘Investee’, ‘Location’, ‘Main business activities’, Initial investment amount’ and ‘Shares held as at December 31, 2022’ should fill orderly in the Company’s (public company’s) information on investees and every directly or indirectly controlled investee’s investment information, and note the relationship between the Company (public company) and its investee each (ex. direct subsidiary or indirect subsidiary) in the ‘footnote’ column.
-
(2)The ‘Net profit (loss) of the investee for the year ended December 31, 2022’ column should fill in amount of net profit (loss) of the investee for this period.
-
(3)The ‘Investment income (loss) recognised by the Company for the year ended December 31, 2022’ column should fill in the Company (public company) recognised investment income (loss) of its direct subsidiary and
recognised investment income (loss) of its investee accounted for under the equity method for this period. When filling in recognised investment income (loss) of its direct subsidiary, the Company (public company) should confirm that direct subsidiary’s net profit (loss) for this period has included its investment income (loss) which shall be recognised by regulations.
Note 3: Indirect subsidiary' s income is recognised by subsidiary.
Note 4: The company and subsidiary Chuang-Yi Investment Co., Ltd. underwent a simple merger by absorption on December 1, 2022
Table 9, Page 3
Yem Chio Co., Ltd.
Information on investments in Mainland China
For the year ended December 31, 2022
| Investee in Mainland China Table 10 |
Main business activities |
Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1,2022 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31,2022 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31,2022 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31,2022 |
Net income of investee for the year ended December 31,2022 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Company for the year ended December 31, 2022 (Note 2) |
Expressed in thousands of NTD (Except as otherwise indicated) Book value of investments in Mainland China as of December 31,2022 Accumulated amount of investment income remitted back to Taiwan as of December 31,2022 Footnote (Note 2) |
Expressed in thousands of NTD (Except as otherwise indicated) Book value of investments in Mainland China as of December 31,2022 Accumulated amount of investment income remitted back to Taiwan as of December 31,2022 Footnote (Note 2) |
Expressed in thousands of NTD (Except as otherwise indicated) Book value of investments in Mainland China as of December 31,2022 Accumulated amount of investment income remitted back to Taiwan as of December 31,2022 Footnote (Note 2) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
||||||||||||
| Ningbo Yem Chio Co., Ltd. Master Package (Shanghai) Material Technology Co., Ltd. ACHEM (Tianjin) Adhesive Product Co., Ltd. ACHEM Technology (Wuhan) Limited Foshan Inder Adhesive Product Co., Ltd. Fuzhou Fuda Plastic Products Co., Ltd. ACHEM Technology Huizhou Adhesive Products Ltd. ACHEM Technology (Chengdu) Limited ACHEM Technology (Dongguan) Adhesive Products Co., Ltd. |
Sales of adhesives and polystyrene sheets Wholesale, import and export of various wrapping materials, computer software, hardware and peripherals Sales of various adhesives products Manufacturing and sales of various adhesives products Manufacturing and sales of various adhesives products Maunfacturing and sales of various adhesives products and material Manufacturing and sales of adhesives and BOPP film Manufacturing and sales of adhesives and BOPP film Manufacturing and sales of adhesives and BOPP film |
344,872 $ 187,331 - 31,324 433,794 39,923 - 4,607 230,694 |
2 1 1 1 2 2 2 2 2 |
879,869 $ 187,331 22,155 35,757 170,686 32,246 - 4,607 230,694 |
- $ - - - - - - - - |
- $ - - - - - - - - |
879,869 $ 187,331 22,155 35,757 170,686 32,246 - 4,607 230,694 |
87,909 $ 4,172) ( 166) ( 521 108,159 179 - 2,069) ( 47,420 |
100% 65.98% 65.98% 65.98% 62.30% 100% 100% 100% 100% |
87,909 $ 2,753) ( 110) ( 344 67,383 179 - 2,069) ( 47,420 |
647,980) ($ 114,512 - 5,631 494,184 61,641 - 8,791 884,234 |
- $ - - - - - - - - |
B B B B B B C B B |
Table 10, Page 1
| Investee in Mainland China |
Main business activities |
Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1,2022 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31,2022 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31,2022 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31,2022 |
Net income of investee for the year ended December 31,2022 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Company for the year ended December 31, 2022 (Note 2) |
Book value of investments in Mainland China as of December 31,2022 |
Accumulated amount of investment income remitted back to Taiwan as of December 31,2022 |
Footnote (Note 2) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
||||||||||||
| ACHEM Technology (Shanghai) Limited Winda Opto- Electronics Co., Ltd. Wan Chio Petrochemical (Jiangsu) Co., Ltd. Wanchio Adhesive Product (Jiangsu) Co., Ltd. |
Manufacturing and sales of adhesives and BOPP film Manufacturing and sales of polarizing film, photoelectric material, optical thin-film and polarizing adhesives Manufacturing and sale of various plastic materials Manufacturing and sale of various plastic materials |
494,431 $ 626,195 2,456,800 921,300 |
2 2 2 2 |
494,431 $ 153,490 1,471,009 921,300 |
- - - - |
- 665) ( - - |
494,431 $ 152,825 1,471,009 921,300 |
47,491 $ 309,942 577) ( 34,916 |
100% 29.38% 100% 100% |
47,491 $ 91,066 577) ( 34,916 |
1,324,664 $ 1,004,144 2,453,322) ( 199,220 |
- 378,365 - - |
B B B B |
| Companyname | Accumulated amount of remittance from Taiwan to Mainland China as of December 31,2022 |
Investment amount approved by the Investment Commission of the Ministry of Economic Affairs (MOEA) |
Ceiling on nvestments in Mainland China imposed by the Investment ommission of MOEA |
|---|---|---|---|
| YC CO., LTD. ACHEM Technology Corporation Xin Chio Co., Ltd. |
$ 1,110,685 3,209,458 245,242 |
$ 1,130,647 3,628,818 245,242 |
$ 7,092,694 3,762,480 552,124 |
Note 1: Investment methods are classified into the following three categories; fill in the number of category each case belongs to:
-
(1) Directly invest in a company in Mainland China.
-
(2) Through investing in an existing company in the third area, which then invested in the investee in Mainland China.
-
(3) Others.
-
Note 2: In the ‘Investment income (loss) recognised by the Company for the year ended December 31, 2022’ column:
-
(1) It should be indicated if the investee was still in the incorporation arrangements and had not yet any profit during this period.
-
(2) Indicate the basis for investment income (loss) recognition in the number of one of the following three categories:
-
A.The financial statements were audited and attested by international accounting firm which has cooperative relationship with accounting firm in R.O.C.
-
B.The financial statements were audited and attested by R.O.C. parent company’s CPA.
-
C.Unaudited and unattested (reiewed) financial statements for the same periods ended.
-
D.Others.
Note 3: The numbers in this table are expressed in New Taiwan Dollars.
-
Note 4: (1) The Company’s accumulated amount of remittance to Mainland China as of December 31, 2020 was USD 36,167 thousand, and the amount approved by MOEA was USD 36,817 thousand.
-
(2) ACHEM Technology Corporation’s accumulated amount of remittance to Mainland China as of December 31, 2022 was USD 102,362 thousand, (in addition there is USD 2,342 thousand to be remitted) and the amount approved by MOEA was USD 123,818 thousand.
-
(3) Xin Chio Co., Ltd.’s accumulated amount of remittance to Mainland China as of December 31, 2022 was USD 7,986 thousand, and the amount approved by MOEA was USD 7,986 thousand.
-
Note 5 : The company received approval from the Investment Commission of the Ministry of Economic Affairs to invest USD 721,000 in ACHEM (Tianjin) Adhesive Product Co., Ltd.
ACHEM (Tianjin) Adhesive Product Co., Ltd.completed liquidation and deregistration in 2022, but the company has not yet applied to the Investment Commission of the Ministry of Economic Affairs to cancel the investment quota.
Table 10, Page 2
Yem Chio Co., Ltd.
Major shareholders information
December 31, 2022
Table 11
| Name of major shareholders | Shares | Shares |
|---|---|---|
| Number of shares held | Ownership (%) | |
| YING CHUNG CO., LTD. ASIA PLASTICS CO., LTD. INGS CHYUANG INTERNATIONAL CO., LTD. |
50,923,666 44,466,552 42,748,839 |
7.93% 6.93% 6.66% |
Note: The major shareholders' information was derived from the data using the Company issued common shares (including treasury shares) and preference shares in dematerialised form which were above 5% on the last operating date of each quarter and was calculated by Taiwan Depository & Clearing Corporation. The share capital which was recorded on the financial statements may be shares in dematerialised form due to the difference in calculation basis.
Table 11, Page 1
YEM CHIO CO., LTD. STATEMENT OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars)
Statement 1
| Statement 1 | |
|---|---|
| Item Description Petty cash Checking accounts Demand deposits -NTD -Foreign currency USD 8,698 thousand at exchange rate approximately 30.71 EUR 171 thousand at exchange rate approximately 32.72 HKD 139 thousand at exchange rate approximately 3.94 JPY 1,725 thousand at exchange rate approximately 0.23 RMB 340 thousand at exchange rate approximately 4.41, etc. |
Amount |
| 398 $ 15,458 267,187 275,158 542,345 558,201 $ |
Statement 1, Page 1
YEM CHIO CO., LTD. STATEMENT OF ACCOUNTS RECEIVABLE DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Statement 2 ClientName Non-related parties: Client A Client B Client C Client D Client E Client F Others Less: Allowance for uncollectible accounts |
Amount 24,093 $ 22,509 21,974 21,704 16,548 14,260 154,870 275,958 15,832) ( 260,126 $ |
Note | |
|---|---|---|---|
| None of the balance of each remaining amount is greater than 5% of this account balance |
Statement 2, Page 1
YEM CHIO CO., LTD. STATEMENT OF INVENTORIES DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars)
Statement 3
| Statement 3 | ||||||
|---|---|---|---|---|---|---|
| Amount | ||||||
| Item | Cost | Net | Realisable Value | Note | ||
| Packaging Material Sales | ||||||
| Channel business: | ||||||
| Raw materials | $ | 220,675 | $ | 221,372 | Based on net realisable value | |
| Finished goods | 188,382 | 188,987 | 〃 | |||
| 409,057 | 410,359 | |||||
| Less: Allowance for loss on | ||||||
| inventory | decline | |||||
| in market | value | ( | 10,950) | - | ||
| 398,107 | 410,359 | |||||
| Land Development & | ||||||
| Construction | business: | |||||
| Construction-in-progress | 5,567,928 | 5,566,134 | Based on net realisable value (Note) | |||
| Land held for building | 397,444 | 397,444 | Based on net realisable value | |||
| 5,965,372 | 5,963,578 | |||||
| Less: Allowance for loss on | ||||||
| inventory | decline | |||||
| in market | value | ( | 1,794) | - | ||
| 5,963,578 | 5,963,578 | |||||
| $ | 6,361,685 | $ | 6,373,937 |
Note: Due to the industry characteristics of the land development and construction business, the net realisable value of the construction-in-progress is difficult to determine, therefore, the net realisable value presented represents that the value of the construction-in-progress is not lower than its cost.
Statement 3, Page 1
YEM CHIO CO., LTD. STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars)
Statement 4
| Statement 4 | |||||||
|---|---|---|---|---|---|---|---|
| Name | BeginningBalance Addition(Note 1) |
Decrease(Note 2) | EndingBalance | Market Value or Net Assets Value |
Collateral | ||
| Shares (in thousands) |
Amount Shares (in thousands) |
Amount | Shares (in thousands) Amount |
Shares (in thousands) Percentage of Ownership Amount |
Unit Price Total Amount |
||
| Shown as assets ACHEM Technology Corporation Wong Chio Development, Ltd. Xin Chio Co., Ltd. Shown as liabilities Yanrun Development Co., Ltd. UINN Hotel YEM CHIO |
399,905 4,521,370 $ - 34,508 309,731 - 25,740 59,592 - 4,890,693 $ 800 4,129 $ - - 25,164) ( - 47,118 844,322) ( - 865,357) ($ |
1,313,498 $ - 47,748 1,361,246 $ - $ - 79,819 79,819 $ |
- 66,601 $ - 14,844 - 40,411 121,856 $ - 7,317 $ - 3,026 - 61,580 71,923 $ |
399,905 100.00% 5,768,267 $ 34,508 100.00% 294,887 25,740 41.76% 66,929 6,130,083 $ 800 40.00% 3,188) ($ - 100.00% 28,190) ( 47,118 100.00% 826,083) ( 857,461) ($ |
14.42 $ 5,768,267 $ 8.55 294,887 2.60 66,929 6,130,083 $ - 3,188) ($ - 28,190) ( - 826,083) ( 857,461) ($ |
None None None None None None |
Note 1: The amount includes investment income, changes in equity of investees and increase in investments. Note 2: The amount includes investment loss, changes in equity of investees and decrease in investments.
Statement 4, Page 1
YEM CHIO CO., LTD. STATEMENT OF SHORT-TERM BORROWINGS DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars)
Statement 5
| Statement 5 | ||
|---|---|---|
| Creditor | Amount Contract Period |
Range of Interest Rate Collateral |
| Taiwan Cooperative Bank Bank of Taiwan Bank of Kaohsiung Yuanta Commercial Bank Co., Ltd. First Commercial Bank Jih Sun International Bank EnTie Commercial Bank Bank of Kaohsiung Hua Nan Commercial Bank Taiwan Cooperative Bank Taiwan Shin Kong Commercial Bank Co., Ltd. Taipei Fubon Bank |
600,000 $ Expiring within one year 300,000 " 221,000 " 300,000 " 250,092 " 200,000 " 180,000 " 150,000 " 100,000 " 90,000 " 50,000 " 30,000 " 2,471,092 $ |
Note Pledged " Pledged " Pledged " None " None " None " None " None " None " None " None " None |
Note: The interest rate ranged from 1.65% to 2.02%.
Statement 5, Page 1
YEM CHIO CO., LTD. STATEMENT OF LONG-TERM BORROWINGS DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars)
Statement 6
| Statement 6 | ||||
|---|---|---|---|---|
| Creditor | Amount | Contract Period | Interest Rate | Note |
| Syndicated loan of Land Bank of Taiwan 1,205,000 $ Syndicated loan of 6 other banks consisting of Taiwan Cooperative Bank (Tranche A) 1,100,000 Syndicated loan of 6 other banks consisting of Taiwan Cooperative Bank (Tranche B) 1,500,000 Taiwan Shin Kong Commercial Bank Co., 801,000 First Commercial Bank 293,000 CTBC Bank Co., Ltd 275,000 President Securities Corporation 138,000 Mega International Commercial Bank Co., 101,250 5,413,250 Less: Expiring within one year 167,500) ( One operating cycle 2,281,000) ( 2,964,750 $ |
The loan shall be repaid starting from October 2020, on schedule, with the deadline of repayment in October 2025 pursuant to the agreement. The loan shall be repaid starting from March 2023, on schedule, with the deadline of repayment in March 2026 pursuant to the agreement. The loan shall be repaid starting from March 2024, on schedule, with the deadline of repayment in March 2026 pursuant to the agreement. February 2014 to February 2029 June 2018 to May 2023 August 2016 to August 2031 November 2021 to November 2026 |
Note " " " " " " " |
Pledged Pledged None Pledged Pledged Pledged Pledged Pledged |
Note: The interest rate ranged from 1.43% to 2.88%.
Statement 6, Page 1
YEM CHIO CO., LTD. STATEMENT OF ACCOUNTS PAYABLE DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
Statement 7
| Statement 7 | |||
|---|---|---|---|
| ClientName Non-related parties: Company A Company B Company C Others |
Amount 43,791 $ 10,318 8,178 46,618 108,905 $ |
Note | |
| None of the balance of each remaining amount is greater than 5% of this account balance |
Statement 7, Page 1
YEM CHIO CO., LTD. STATEMENT OF SALES OF GOODS FOR THE YEAR ENDED DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars)
Statement 8
| Statement 8 | |
|---|---|
| Item Volume Sales of goods Adhesives 283,237 square meters BOPP Film 50,001 tons Less: Sales discounts and allowances Construction revenue |
Amount |
| 904,453 $ 2,755,265 3,659,718 17,194) ( 3,642,524 - 3,642,524 $ |
Statement 8, Page 1
YEM CHIO CO., LTD. STATEMENT OF COST OF SALES FOR THE YEAR ENDED DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars)
Statement 9
| Statement 9 | |
|---|---|
| Item Cost of goods sold from manufacturing Raw materials used Beginning raw materials Add: Raw materials purchased Less: Ending raw materials Transfers to manufacturing and operating expenses Raw materials used for the year Direct labor Manufacturing expense Manufacturing cost Beginning finished goods Add: Purchase for the year Less: Transfers to operating expenses Ending finished goods Others Manufacturing and selling costs Less: Revenue from sale of scraps Cost of sales Cost of construction sales |
Amount |
| 223,567 $ 2,659,533 220,675) ( 36,791) ( 2,625,634 95,334 597,913 3,318,881 135,606 10,284 36,315) ( 188,382) ( 9,007 3,249,081 1,166) ( 3,247,915 778 3,248,693 $ |
Statement 9, Page 1
YEM CHIO CO., LTD. STATEMENT OF MANUFACTURING EXPENSE FOR THE YEAR ENDED DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars)
| Statement 10 Item Utilities Depreciation Labour and health insurance fees Indirect labour Repairs and maintenance expense Pensions Indirect materials Other manufacturing expenses |
Amount | |
|---|---|---|
| 200,976 $ 192,350 15,471 49,426 39,107 5,420 46,308 48,855 597,913 $ |
Statement 10, Page 1
YEM CHIO CO., LTD. STATEMENT OF OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2022
(Expressed in thousands of New Taiwan dollars)
Statement 11
| Item | Selling expenses | Administrative expenses |
Research and development expenses |
Total | |||
|---|---|---|---|---|---|---|---|
| Wages and salaries Freight Import/export (customs) expense Labour and health insurance fees Depreciation Amortisation Pensions Others |
10,326 $ 193,988 12,916 1,207 90 - 569 8,161 227,257 $ |
58,691 $ 3 - 5,290 10,645 22 2,704 46,735 124,090 $ |
- $ - - - - - - - - $ |
69,017 $ 193,991 12,916 6,497 10,735 22 3,273 54,896 351,347 $ |
Statement 11, Page 1