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YP — Annual Report 2020
Sep 2, 2021
51950_rns_2021-09-02_b09c1b11-7d33-4eb8-b9e4-74ea514f1c6c.pdf
Annual Report
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Stock Code: 2023
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ANNUAL REPORT 2020
Information declaration: http://sii.twse.com.tw Open information website: http://mops.twse.com.tw Company website: https://www.yiehphui.com.tw
Published Date: May 15, 2021
I. Names, Titles and Contact Information of the Company's Spokesperson and Deputy Spokesperson:
Spokesperson: Yung-Hsien Chen Title: Executive Deputy General Manager Tel: (07) 611-7181 Email: [email protected]
Deputy Spokesperson: Wen-Chung Tien Title: Associate Manager Tel: (07) 611-7181 Email: [email protected]
II. Address and Telephone Number of HQ and Factory:
Head Office: No.369, Yuliao Rd., Qiaotou Dist., Kaohsiung City 825, Taiwan (R.O.C.) Tel: (07) 611-7181
Factory: No.369, Yuliao Rd., Qiaotou Dist., Kaohsiung City 825, Taiwan (R.O.C.) (Kaohsiung Plant)
Tel: (07) 611-7181
Factory: No.369, Yuliao Rd., Qiaotou Dist., Kaohsiung City 825, Taiwan (R.O.C.) (Kaohsiung Plant)
Tel: (07) 611-7181
Factory: No.6, Gongye 6th Rd., Pingtung City, Pingtung County 900, Taiwan (R.O.C.) (Pingtung Plant)
Tel: (08) 755-0979
Factory: No.909, Fuxing Rd., Luzhu Dist., Kaohsiung City 821, Taiwan (R.O.C.) (Luzhu Plant)
Phone: (07) 697-4428
Factory: No.600, Zhong’an Rd., Yanchao Dist., Kaohsiung City 824, Taiwan (R.O.C.) (Yancao Plant)
Phone: (07) 616-3001
III. Name, address, website, and telephone of stock transfer agency:
Name: Shareholder Service Dept., Taipei Office, Yieh Phui Enterprise Co.,Ltd Address: 15F., No.30, Beiping E. Rd., Zhongzheng Dist., Taipei City 100, Taiwan (R.O.C.)
Company website: www.yiehphui.com.tw Tel: (02) 2395-6780
IV. Contact Information of the Certified Public Accountants for the Latest Financial Report:
Names of CPAs: Huang Ling-Wen, Tsai Shu-Man
Name of Accounting Firm: Crowe Horwath (TW) CPAs
Address: 27F., No.6, Siwei 3rd Rd., Lingya Dist., Kaohsiung City 802, Taiwan (R.O.C.)
Website: www.crowehorwath.net/tw
Tel: (07) 331-2133
V. Overseas Trading Places for Listed Marketable Securities and Ways of Making Inquiries:
Listing location: none Ways for query: none
- VI. Company website: www.yiehphui.com.tw
Content
| Content | Content |
|---|---|
| Chapter 1 Letter to Shareholders…………………………………….. ………..1 | |
| Chapter 2 Company Profile……………………………………………..............11 | |
| I. | Date of Incorporation……………………………………………................11 |
| II. | Corporate History……………………………………………......................11 |
| Chapter 3 Corporate Governance Report………………………...................13 | |
| I. | Organization……………………………………………..............................13 |
| II. | Information on the Directors, President, Vice President, Associate Managers |
| and Heads of Departments and Branch Offices……………........................16 | |
| III. | Compensations to Directors, President and Vice Presidents……………….27 |
| IV. | Implementation of Corporate Governance…………………………………35 |
| V. | Information on CPA Expenses……………………………………………...86 |
| VI. | Information on replacement of certified public accountants……………….87 |
| VII. | The Company's Chairman, President, Manager of Finance or Accounting |
| who has worked in CPA Firms or their Affiliates within the latest Fiscal | |
| Year………………………………...……………………………………….87 | |
| VIII. Transfer or Pledge of Equity by the Company's Directors, Executive Officers | |
| and Shareholders with more than 10% of the Company's Shares………….87 | |
| IX. | Information on the Top 10 Holders of the Company's Shares Who Are |
| Identified as Related Parties, Spouse or Relative within Second-Degree of | |
| Kinship...……………………………………………………………………88 | |
| X. | Number of Shares Invested by the Company, any of the Company's Directors, |
| Supervisors and Executive Officers and Businesses Directly or Indirectly | |
| Controlled by the Company and Consolidated Percentage of | |
| Shareholding…………………………………………..……………………94 | |
| Chapter 4 Funding Status……………. …………………………..……………..96 | |
| I. | Capital and Shares………………………………………………………….96 |
| (I) Source of Share Capital…………………………………………….96 |
|
| (II) Structure of Shareholders…………………………………………..99 |
|
| (III) Conditions of Share Distribution…………………………………..100 |
|
| (IV) List of Major Shareholders………………………………………...101 |
|
| (V) Fair Market Value, Net Worth, Profit, Dividend per Share and Other |
|
| Relevant Information for the Most Recent Two Years…………….102 | |
| (VI) Dividend Policy and Implementation……………………………..104 |
|
| (VII) Impact on Business Performance and Earnings Per Share (EPS) of | |
| any Stock Dividend Distribution Proposed or Adopted at the Most | |
| Recent Shareholders’ Meeting……………………………………..105 | |
| (VIII) Compensation to Employees and Directors……………………….106 | |
| (IX) Repurchase of Shares by the Company……………………………108 |
|
| II. | Issuance of Corporate Bonds……………………………………………...108 |
| III. | Issuance of Preferred Shares………………………………………………108 |
| IV. | Issuance of Depository Receipts…………………………………………..108 |
| V. | Issuance of Employee Stock Option Certificates………………………….108 |
| VI. | Issuance of New Shares in Connection with Mergers and Acquisitions…..108 |
| VII. | Implementation of the Capital Utilization Plan…………………………...108 |
| Chapter 5 Operational Overview…………………………...............................109 | |
| I. | Business Content………………………………………………………….109 |
| (I) Scope of Business…………………………………………………109 |
|
| (II) Industry Overview…………………………………………............114 |
| (III) Overview of Technology and R&D……………………………….116 |
|
|---|---|
| (IV) Short- and Long-Term Business Development Plans……………..119 |
|
| II. | Market, Production and Sales Overview………………………………….119 |
| (I) Market Analysis………………………………………………………….119 | |
| (II) Usage and Manufacturing Processes for the Company's Main Products.122 | |
| (III) The Supply Status of the Major Raw Materials………………………...125 | |
| (IV) Information of customers that contribute to more than 10% of total sales | |
| in last two years………………………………………………………...126 | |
| (V) Production Volume and Value of the Most Recent Two Years………….128 | |
| (VI) Sales Volume and Value of the Most Recent Two Years……………….128 | |
| III. | Employee Information of the Most Recent Two Years up to the Printing of |
| this Annual Report………………………………………………………...129 | |
| IV. | Environmental Expenditures……………………………………..……….130 |
| V. | Labor-management Relations……………………………………………..132 |
| VI | Major Contracts…………………………………………………………...138 |
| Chapter | 6 Financial Conditions…………………………………………….....140 |
| I. | Condensed Balance Sheet and Consolidated Income Statement for the Most |
| Recent Five Years…………………………………………………………140 | |
| II. | Financial Analysis of the Most Recent Five Years………………………..144 |
| III. | The Audit Committee's Audit Report on the Most Recent Fiscal Year…...150 |
| IV. | The Most Recent Fiscal Year's Consolidated Financial Statements of the |
| Parent Company and Subsidiaries Audited and Attested by the CPA…….151 | |
| V. | Parent Company Only Financial Statement for the Most Recent Fiscal |
| Year………………………………………………………………………..277 | |
| VI. | Impact on the Company's Financial Status due to Financial Difficulties |
| Experienced by the Company and Its Related Companies………………..387 | |
| Chapter | 7 Review, Analysis, and Risks of Financial Status and |
| Performance…………………………………………………….........388 | |
| I. | Financial Status……………………………………………………………388 |
| II. | Financial Performance…………………………………………………….389 |
| III. | Cash Flow…………………………………………………………………394 |
| IV. | Material Capital Expenditures in the Most Recent Fiscal Year and Their |
| Impact on the Company's Financial Affairs……………………………….396 | |
| V. | Investment Policies for the Most Recent Fiscal Year, the Main Reasons for |
| the Profits or Losses Generated thereby, Improvement Plans, and Investment | |
| Plans for the Coming Year………………………………………………...396 | |
| VI. | Risk Analysis and Review………………………………………………...398 |
| VII. Other Important Issues…………………………………………………….403 | |
| Chapter | 8 Special Items…………………………………….................................404 |
| I. | Information on Affiliated Companies……………………………………..404 |
| II. | Private Placement of Marketable Securities………………………………421 |
| III. | Holding or Disposal of the Company's Shares by Subsidiaries…………...421 |
| IV. | Supplementary Agenda……………………………………………………421 |
| Chapter | 9 Events Which Have Material Impact on Shareholders' |
| Equity or the Company’s Securities as Prescribed in Article | |
| 36, Paragraph 3, Subparagraph 2 of the Securities and | |
| Exchange Act, Have Occurred from the Most Recent Year to | |
| the Printing Date of This Report………………………………..422 |
Chapter 1 Letter to Shareholders
To Shareholders:
Due to the pandemic, the World Steel Association predicted the global steel demand in October 2020 that the demand will decrease by 2.4% to 1.7251 billion tons, but it will recover to 1.7951 billion tons, or 4.1% increase. In addition, IMF in January 2021 predicted that the global growth will be -3.5% in 2020, while that for 2021 and 2022 will be 5.5% and 4.5% respectively. This shows a rebound under the stimulus policies of the countries around the world in the post-epidemic era.
China has achieved the capacity reduction of 150 million tons upper bound in 2018 as scheduled in the thirteenth five-year plan. In 2020 the fifth Congress proposed the fourteenth five-year plan (2021-2025), disclosing the main path of domestic/international double cycle. The focus is the domestic cycle, increasing domestic demand and consumption. In 2021 Ministry of Industry and Information Technology announces several times that steel capacity reduction is critical of carbon neutral. The implementation of “Enforcement Regulations Governing the Capacity Replacement in the Iron and Steel Industry” is not in doubt and no steel production increase. This capacity/production control will ensure the steel production decrease. The steel reform is still in force.
In addition, the steel export of China has broken 100 million tons to 112.4 million tons since 2015, but decreased later to 64.55 million tons in 2019 and 53.67 million tons in 2020. This shows the decrease in importance of China’s steel industry to global market after the reform.
As the US economy continues to grow and people on unemployment benefit are relatively less, meaning that the US employment has not deteriorated. The $1.9 trillion stimulus pact will improve the finance of the people on the bottom and their consumption. Vaccine popularization will inhibit the pandemic and help the job market, all reflecting on the orders from manufacturing and production index, leading to improved consumption and further recovery.
EU strongly recovered in the third quarter in 2020, but the emergence of the second wave of pandemic prompted another lockdown resulting in fluctuation in the fourth quarter of year 2020. As the vaccination progresses and lifting of lockdown, the growth in the first quarter of 2021 will be positive. EU releases the most recent economic estimation: the growth rate will be 3.7% in 2021 and 3.9% in 2022.
This year will be special in that the world economy. Global economy will improve strongly as the pandemic goes away. However, the trade war between China and the US will not ameliorate with the Biden presidency. There will be many black swans and grey rhinos post-pandemic. The fluctuation of the steel market is the norm and Yieh Phui will deal with it via flexibility and innovation, in confronting the challenges by creating high
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values.
I.Report on the Operation of 2020
Due to the impact of the pandemic, the revenue of Yieh Phui decreases by NT$4.035 billion or 16.16% and the sales by 7.55% from 2020 to 2019. In contrast, Yieh Phui (China) increases by NT$3.537 billion or 15.69% because of higher volume and price. In addition, the sales of Yieh Hsing decreases by 24.99% and the revenue by NT$945 million or 14.47%. Overall, the consolidated revenue NT$ 55.422 billion is lower by 7.15% than NT$59.688 billion last year. In comparison with 2019, the consolidated net profit is NT$518 million NT$2.218 billion better than last year’s NT$1.7 billion. Among that, NT$735 million is due to the parent company NT$2.136 billion better than a loss of NT$1.401 billion last year in comparison with 2019.
- The Performance of Business Plan:
Consolidated Information of Financial Statements Unit NT$ in (000)
| Year Item |
2020 |
2019 | Changes | Changes% |
|---|---|---|---|---|
| Operaiton Revenue | 55,421,795 | 59,687,597 | -4,265,802 | -7.15% |
| Operaiton Costs | 51,270,778 | 57,138,479 | -5,867,701 | -10.27% |
| Operaiton Gross Profit(Loss) | 4,151,017 | 2,549,118 | 1,601,899 | 62.84% |
| Operaiton Expenses | 3,017,931 | 3,444,311 | -426,380 | -12.38% |
| Operaiton Net Profit(Loss) | 1,133,086 | -895,193 | 2,028,279 | 226.57% |
| Non-operation Revenue and Expenses |
-550,296 | -1,090,273 | 539,977 | 49.53% |
| Net Profit(Loss)before Tax | 582,790 | -1,985,466 | 2,568,256 | 129.35% |
| Income Tax Expenses | 65,202 | -285,181 | 350,383 | 122.86% |
| Net Profit (Loss) after Tax | 517,588 | -1,700,285 | 2,217,873 | 130.44% |
| Other Comprehensive Income (net) |
61,475 | -329,270 | 390,745 | 118.67% |
| Total Amount of Comprehensive Income in this Term |
579,063 |
-2,029,555 | 2,608,618 | -128.53% |
| Net Profit that Belongs to the Ownerof theParentCompany |
735,238 | -1,401,081 | 2,136,319 | 152.48% |
| Net Profit that Belongs to the Non-controlling equity |
-217,650 | -299,204 | 81,554 | 27.26% |
| Total Amount of Comprehensive Income that Belongs to the Owner of the Parent Company |
813,293 | -1,745,191 | 2,558,484 | 146.60% |
| Total Amount of Comprehensive Income that Belongs to the Non-controllingequity |
-234,230 | -284,364 | 50,134 | 17.63% |
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Financial Information of Company
| Year Item |
2020 |
2019 | 2019 | Changes | Changes | Changes% |
|---|---|---|---|---|---|---|
| Operaiton Revenue | 20,936,210 | 24,971,014 | -4,034,804 | -16.16% | ||
| Operaiton Costs | 19,419,910 | 24,305,157 | -4,885,247 | -20.10% | ||
| Operaiton Gross Profit(Loss) |
1,516,300 | 665,857 | 850,443 | 127.72% | ||
| Operaiton Expenses | 1,147,932 | 1,238,112 | -90,180 | -7.28% | ||
| Operaiton Net Profit(Loss) |
368,368 | -572,255 | 940,623 | 164.37% | ||
| Non-operation RevenueandExpenses |
468,997 | -1,168,073 | 1,637,070 | 140.15% | ||
| Net Profit (Loss) beforeTax |
837,365 | -1,740,328 | 2,577,693 | 148.12% | ||
| Income Tax Expenses | -102,127 | 339,247 | -441,374 | -130.10% | ||
| Net Profit (Loss) after Tax |
735,238 | -1,401,081 | 2,136,319 | 152.48% | ||
| 2. Execution of the Budget: Yieh-Phui has not disclosed financial guidance and is not applicable to the rules on disclosing the execution of the budget for 2020. 3. Analysis of the Revenue/Expenditure and Profitability : Consolidated Financial Report Information Item 2020 2019 Net cash inflow of operation activities (thousand dollars) 1,846,136 2,821,675 Equity/Assets(%) 33.12 32.77 Liabilities/Assets(%) 66.88 67.23 Long-term Funds accounting for the ratio of real estates, plants and equipments(%) 123.22 130.12 Current ratio(%) 76.15 75.73 Quick ratio(%) 31.62 40.66 Return on assets(%) 1.51 -0.76 Return on equity (%) 1.87 -5.96 Netprofit margin(%) 0.93 -2.85 Earningsper share(dollar) 0.39 -0.73 Number of shares bythe end of theyear(share) 1,890,569,518 1,913,327,518 |
||||||
| Item | 2020 | 2019 | ||||
| Net cash inflow of operation activities (thousand dollars) |
1,846,136 |
2,821,675 |
||||
| Equity/Assets(%) | 33.12 | 32.77 |
||||
| Liabilities/Assets(%) | 66.88 | 67.23 |
||||
| Long-term Funds accounting for the ratio of real estates, plants and equipments(%) |
123.22 |
130.12 |
||||
| Current ratio(%) | 76.15 | 75.73 |
||||
| Quick ratio(%) | 31.62 | 40.66 |
||||
| Return on assets(%) | 1.51 | -0.76 |
||||
| Return on equity (%) | 1.87 | -5.96 |
||||
| Netprofit margin(%) | 0.93 | -2.85 |
||||
| Earningsper share(dollar) | 0.39 | -0.73 |
||||
| Number of shares bythe end of theyear(share) | 1,890,569,518 | 1,913,327,518 |
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Financial Information of Company
| Financial Information of Company | ||
|---|---|---|
| Item | 2020 | 2019 |
| Net cash inflow of operation activities (thousand dollars) |
633,888 |
421,321 |
| Equity/Assets(%) | 57.84 | 54.22 |
| Liabilities/Assets(%) | 42.16 | 45.78 |
| Long-term Funds accounting for the ratio of real estates, plants and equipments(%) |
469.85 |
472.25 |
| Current ratio(%) | 50.75 | 53.14 |
| Quick ratio(%) | 21.78 | 25.87 |
| Return on assets(%) | 2.23 | -2.15 |
| Return on equity (%) | 2.81 | -5.22 |
| Netprofit margin(%) | 3.51 | -5.61 |
| Earningsper share(dollar) | 0.39 | -0.73 |
| Number of shares bythe end of theyear(share) | 1,890,569,518 | 1,913,327,518 |
4. Research and Development
To cope with the global trend of green energy, major international enterprises join RE100 (Renewable Energy) as advocated by the Climate Group and Carbon Disclosure Project (CDP), promising to achieve 100% renewable energy from 2020 to 2050. This will great influence the downstream supply chains and their demand for renewable energy. Promoting power generation via renewable means and reducing the demand of fossil fuel has been an international trend. The government of Taiwan has also put that as a national goal, aiming to have 20% power generation to be green (only 4.6% in 2018). Among these, the solar power will be over 70% from 2.5GW in 2018 to 20GW in 2025. Up to December of 2020, the installment is only 5.82GW. For the next five years, the demand of steel for solar panel brackets will be 1.4 million tons (280,000 tons per year) in the case of ground type solar power generation, the kind that needs steel material most.
The Legislative Yuan passed the modification of the “Act of Developing Renewable Energy” on April 12, 2019 and implemented on May 1 the same year, stipulating that big power users have to establish or purchase a certain amount of green power. On January 1, 2021, the government implemented a measure that designates big power users (5000 KW or above) have to install renewable power generation facilities. Users of power over 5000KW have to use 10% renewable energy. That is, 10% or 500KW of the power has to come from owned/bought green power with five years grace period. Also, there is early bird discount program. If done before 2023, it has to be
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only 8% and 9% before 2024. There are four options to satisfy the rule, self-built power generation, purchase of voucher or power, set up energy storage, or payment of NT$4.06 per unit. No doubt, the demand for green energy will soar to conform to the new regulation. Since the quality of solar panel bracket varies widely. Yieh Phui is determined to be an SSRSS (Solar Steel Racket Solution Supplier) based in Taiwan and deploys suitable materials to deal with the drastic environment of Taiwan. It formally produces hot-dip 5%Al-Mg-Zn coated (PhuizerMax®) & prepainted 5%Al-Zn coated steel coils (SolarKing™) for forming of solar panel brackets, supplying major solar power generation in Taiwan with local materials, timely services, and suitable materials selection of high-strength, high-corrosion-resistant steel. The sale for the coated steel for solar panel brackets has been over 100,000 tons, winning the recognition of domestic and foreign businesses, reducing carbon emissions and working hard for the development of renewable energy.
On product differentiation, Yieh Phui has successfully developed anti-microbial metallic coated steel sheets – regular spangle, used for the pipes for air-conditioning, and gained recognition by the public construction projects of Hong Kong, such as MRT and hospitals, and those of Macao. Yieh Phui continues to develop other high-end prepainted steel sheets and Al-Zn coated steel sheets for inner panels of ovens. The sales have steadily increased in 2016 and expected to expand in the projects of other appliances. In addition, Yieh Phui has finalized the production of Printed Prepainted Steel Sheets (wood & hairline patterns) for special applications in the industry and will deliver those products in 2017, enhancing the market prospect and the diversity of our offers. In 2018, Yieh Phui plans to develop coated steel with anti-microbial plus and anti-fingerprint treatment to be used in ducting and green construction materials in hospitals and luxurious residences, enhancing market expansion and product diversification. Yieh Phui introduced PVF liquid painted and laminated products in 2019, highly anti-corrosion, anti-climate and easy to process in high end construction market, with a quality much better than PVDF. In 2020, to comply with the trend of green energy by the governments around the world, Yieh Phui developed high-strength, high-corrosion-resistant Al-Mg-Zn coated steel and has won the recognition worldwide with accumulated sale of 70,000 tons.
The trend of globalization has triggered the EU to issue the regulation of RoHS and WEEE, which focus on the recycling of electronic appliances, environment friendly production and their re-use. This policy has won the recognition of the whole world and Yieh Phui has developed products compliant with those regulations and earned big and long-term orders of major appliance producers. Later on in 2007 the EU issued REACH, controlling 16 ingredients in the materials, mixtures and products exporting to EU that may cause cancers, deformation and toxicity to the human reproductive system. Up to the end of 2020, there have been 224 such items and they have been put into Yieh Phui’s quality control and auditing system to protect the environment and
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the health of consumers. Recently, EU asks again to set a deadline on the use of steel products that contain hexavalent chromium and other new environmental instructions on construction materials like metallic and color coated steel sheets. The company has been aggressively and speedily developing multi-combination and multi-purpose products with suppliers of surface treatment and paints, becoming the first among Taiwan’s competitors to produce outdoor environmentally protective coated steel products. Yieh Phui will cooperate with the sales channels of the supply chain of dealers and roll formers, making sure that our products will reach the world market seamlessly; In 2019 to deal with the safeguard measures, Yieh Phui developed an environmental protection process that can replace oil treatment. The sale has reached 140,000 tons by the end of 2020 successfully breaking the obstacles of the global crunch and making another achievement of product development and sales.
Ⅱ. Overview of 2021 Business Plan:
1. Business strategy
Yieh Phui has been developing the global market for many years and achieved a system of order transfer that makes us far more flexible than domestic competitors. With a well-developed distribution system, we will continue to secure the established distribution channels and existing customers , With multiple goals of developing niche markets and products, it seeks alliance, and increases market shares.
As NTD continues to appreciate, in 2020 Yieh Phui has adjusted the domestic sale to 40%-45%, showing that the company has emphasized the importance of domestic market as always. Either metallic coated or prepainted steel sheets are among the top three sale volumes domestically. We actively provide assistance to our downstream processing service providers to minimize the risks of unstable quality, poor capital flow, delayed shipment and exchange rate fluctuation. Our active approach directly enhanced our market competitiveness.
At this stage, over 55%-60% of the Company's total sales come from exports. Therefore, the fluctuation of the global market deeply influences and drives the Company's performance. In addition, anti-dumping and export defensive measure taken by Australia, Thailand, Indonesia, and the US see the rising tide of protectionism. These events highlighted the disadvantageous position of Taiwan in the global trade chain. Thus, besides relying on the government to expedite the signing of free trade agreement and join CPTPP (Comprehensive and Progressive Agreement for Trans-Pacific Partnership), we will continue to consolidate the resources in the steel industry and seek ways to lower the cost of sales to help our customers and the Company maximize market competitiveness
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- Expected sales and marketing strategies:
The Company's projected sales for 2021 include galvanized steel sheets at794,337 tons, pre-painted steel sheets at 235,894 tons, rolled steel coils at 220 tons, steel structure engineering at 29,000 tons, crane equipment 48 units, and others (sale and purchase, OEM, and scraps) at 122,8650 tons. The total comes to 1,182,316 tons and 48 units of cranes.
The Company's (consolidated) projected sales for the major products in 2021 include: galvanized steel sheets at 1,430,337 tons, pre-painted steel sheets at691,894 tons, rolled steel sheets at 216,220 tons, steel structure engineering at 29,000 tons, crane equipment 48 units, wires at 329,000 tons, stainless steel at74,650 tons, steel pipes at 125,700 tons and, other products at 139,702 tons.
Yieh Phui will maintain the competitive edge on good quality, stable channels, flexible sales, and excellent services. Also, we will deal with the changes in the environment, getting hold of the market to achieve the profitability goals of 2021.
Ⅲ .Corporate Strategies for Future Development
To maintain stable growth, Yieh Phui has finished the fourth expansion done in Changshu Economic Development Zone, Jiangsu, of Yieh Phui (China). The total production of hot-dip galvanizing in Taiwan and China has reached 26 million tons per year, and has become one of the best independent producers for hot-dip galvanized steel sheets in the world. The fourth expansion of Yieh Phui (China) includes a one-million ton pickling and tandem cold mill (PLTCM), 500,000 tons of continuous annealing line (CAL), a 400,000 tons of hot-dip galvanizing line that can produce galvannealed steel sheets and a 220,000 tons of coil coating line. In addition, under the third hot-dip galvanizing line, an aluminum coated equipment is added. The products of the expansion will supply the massive cars and appliances markets in China.
Yieh Phui and Yieh Phui (China) both can produce hot-dip galvanized, hot-dip 5% Al-Zn coated, and hot-dip 55% Al-Zn coated steel coils. In addition Yieh Phui (China) can produce hot-dip Al-Zi coated steel coils and prepainted hot-dip galvanized steel coils using the above materials as a base with all sorts of variety and sizes to satisfy the needs of one-stop shopping for customers worldwide. The competitiveness and profitability is second to none.
In recent years, under the dual-production base model formed by Yieh Phui and Yieh Phui (China), the Company has begun to reinforce dual-axis operations through developing export markets outside of China and the niche markets. In response to the environmental trends, we have also been actively developing green steel products, aiming to exceed the competitors in the industry through the blue ocean strategy. In
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addition to the domestic market of China, Yieh Phui (China) pays attention to the ASEAN market after RCEP to deal with the tariff differences via Taiwan and China, adjusting production accordingly. This will enhance our market share and competitiveness in ASEAN and other world markets. This will strengthen Yieh Phui’s position as a global steel enterprise.
Yieh Phui offers safe and healthy living environment, Yieh Phui has pioneered the supply of “Anti-Microbial Coated Steel Sheets”. In 2018, to deal with rigorous concerns on hygiene of living, Yieh Phui developed “PhuizerGreen AMC Plus and ColorGreen AMC Plus ”. The products of “PhuizerGreen AMC Plus”, “ColorGreen AMC Plus ”, and “ColorGreen AS & AMC Plus ” all conform to the environmental regulation of RoHS and REACH of EU and are leading the trend of the time.
The product of hot-dip 5% Al-Zn coated and Al-Mg-Zn coated steel sheets are easy to process and highly anti-corrosion, suitable for use in solar power installation, satisfying the needs for green power worldwide.
Thus, Yieh Phui’s sale strategy is to focus on the high end markets and strengthen alliance with local agents to enhance timely service and develop suitable high-end & high quality products.
Ⅳ .Impact from competition, legal environment, and overall economy
-
The impact of external environment to domestic market :
-
Cheap imports of steel products poured into Taiwan, filling the market with low-price, low-quality materials that pose potential risks to people’s lives and the quality of public infrastructure. As a countermeasure, the government joined the domestic coated steel manufacturers to put forward anti-dumping complaints against China and South Korea in 2016. The anti-dumping tax had been levied since August 22, 2016. Since the five year term is imminent, proposal has been made on February 19, 2021 to the government for ending the tax. In addition to the case above, there are still lower priced steel materials importing to Taiwan and the impact is closely monitored.
Besides, the US started the implementation of section 232 on March 23, 2018 and has imposed 25% duty on imported steel products, arousing protectionism worldwide. Since the implementation of a three-year ultimate defensive measure on imported steel by EU on February 2, 2019, Taiwan’s export to EU has been limited. The new US administration was inaugurated on January 20, 2021, and has yet not to announce its policy on Section 232.
For the domestic market, the investment has slowed down and the clampdown on
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farmhouses, building on farmland and tearing down on new violations have contributed to the lower the demand for galvanized steel products, hurting the domestic market. In contrast, to deal with the energy policy of the government, the rise of green energy industry, the increase in solar power and wind power, all will contribute to related industries and the sale of coated steel.
In addition, President Biden’s trade policy toward China and the pandemic situation are still blocking the prospect of China’s economy and the steel market. To avoid any adverse impact, Taiwanese businessmen based in China have massively moved back to Taiwan, benefiting the domestic market.
2.
The impact of external environment to the market of China :
Between 2008 and 2015,China has rapidly expanded its steel production and exports. Many countries around the world have retaliated, forcing China to implement supply side reform. In 2016, China strongly cuts steel capacity; in 2017 China further enforced cuts on dirty steel and allows no production during winter. China limited steel production to protect the environment in 2018 and introduced capacity duo control in 2021. With more rigorous environment protection policies, global protectionism and the trade war between the US and China, the steel industry reform will be on-going and more infrastructure will be done in China. The export of steel from China will decline as it did since 2016, rendering good prospect for the steel business of the world.
3.
The impact of external environment to the export market :
In the global market, due to anti-dumping of numerous countries and defensive measures against China’s dumping, Taiwan has been adversely affected, particularly the accusation on anti-dumping and anti-subsidy by the US. The most severe impact is the section 232 imposition of 25% tariff on steel and aluminum, causing the dramatic increase of the price of steel. This prompted EU to adopt ultimate defensive measure on imported steel in February 2019. When there is over-supply of steel in EU and the US, the demand for imported products will drastically dwindle.
In November 2020, the "Regional Comprehensive Economic Partnership Agreement" (RCEP) was signed in the free trade negotiations between the 10 ASEAN countries plus China and 5 foreign countries (excluding India). Compared 、 to major competitors: China Japan and South Korea, Taiwan will be less competitive due to the lack of preferential tariff in Southeast markets. Also, Vietnam has increased steel capacity and utilization, becoming a competitor to Taiwan and massively hindering Taiwan’s steel export.
Under comprehensive vaccination, the world will be able to get over the impact of the pandemic gradually, bringing good prospect of the economy. In addition,
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Worldsteel released the demand for global steel in October 2020, predicting the demand to go down by 2.4% in 2020, but increase by 4.1% in 2021. After a difficult 2020, 2021 will be a drastic turn for the steel industry. Though there may still be challenges or fluctuations, Yieh Phui surely will cope with them in a timely fashion.
Chairman: I-Shou Lin
Manager: Lin-Maw Wu
Accounting Supervisor: Chien-Hung Lin
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Chapter 2 Company Profile
I. Date of Incorporation:
Date of incorporation: April 14, 1978
License number: Unified Business No. 75947936
II. Corporate History:
-
Mergers and Acquisitions in the most recent year up to the date of publication of this annual report: none.
-
Invested companies: please see details on page 404
-
Company restructuring: none
-
Massive transfer or exchange of the Company's shares by directors, supervisors or persons holding more than 10 percent of the Company's shares: none
-
Major changes in ownership and its impact on the Company: none.
-
Major changes in management or business: none
-
Other important matters that may affect shareholders' interests and their impact on the Company:
1978.04 Kuo Chiao Enterprise Co., Ltd. was established with a capital of NT$1,600,000.
1986.03 Revised company name to Yieh Phui Enterprise Co., Ltd.
1990 Production began by establishing the first cold-rolling machine (January), the first pickling production line (May), and the first continuous coating production line (December).
1991.05 Production began by establishing the first galvanization production line.
1993.08 Galvanized steel plate and painted steel plate certified by the Japanese company of JIS MARK.
1994.04 Production began by establishing the second galvanizing line. 1995.07 Yieh Phui officially became a listed company. 1996.08 Production began by establishing the second cold-rolling machine. 1997.02 Acquisition of the second continuous coating line. 1997.07 Introduced the TPM management developed by Japan Institute of Plant Maintenance (JIPM).
1997.09 Production began by establishing the third galvanizing line. 1998.05 Officially signed the contract for the fourth continuous galvanizing line, for an annual output of 250,000 tons. Environmental protection specialist won awards and commended by the President.
1999.05 Signed a contract with KHI Japan for the third rolling line. 2000.02 The fourth continuous galvanizing line (Pingtung) launched into a hot test. 2000.05 The third continuous paint line launched into a hot test. 2001.11 Won the JIPM TPM Awards.
2002.11 Official ground-breaking ceremony for the Changshu Technomaterial Co., Ltd. In Mainland China (total investment of US$231 million with a capital of US$79 million).
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2003.01 The board of directors approved purchase of the assets of Yieh Hsing steel pipe factory I, steel pipe factory II, galvanizing factory, cold rolling mill machinery division and administration building and investment in Lien kang Heavy Industrial Co., Ltd (approved by the board of directors).
2004.12 Won the JIPM-TPM Awards for continuous pursuit of excellence.
2005.08 Merged Lien Kang Heavy Industrial Co., Ltd. and established Engineering Business Division.
2006.08 Yieh Phui Enterprise Co., Ltd. took over EMMT Systems Corp.
2010.03 Won the JIPM "Special Award for TPM Achievement 2009".
2011.03 Yieh Phui's origional steel pipe business division spun off to Shin Yang Steel Co., Ltd., a 100% owned subsidiary of Yieh Phui.
2011.07 The brand"Yieh Phui" was named one of Taiwan's Top Brands in the Centennial Celebration Campaign of the Ministry of Economic Affairs. 2016.03 Won the JIPM Advanced Special Award 2015.
2018.08 Elected as the "Tax ID Leader of the Year" by the Ministry of Finance. 2018.12 Won the gold certification of TTQS, Talen Quality-management system, issued by the Ministry of Labor.
2019.12 Won the "Health Management Award" and "Excellent Promotion Staff" award of outstanding excellent healthy workplaces from the Health Promotion Administration, Ministry of Health and Welfare in 2019.
2020.11 Passed the gold certification of Talent Quality-management System (TTQS),
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Chapter 3 Corporate Governance Report
I. Organization:
(I) Structure of Organization :
December 31, 2020
Organization of Yieh Phui Enterprise Co., Ltd.
==> picture [715 x 389] intentionally omitted <==
----- Start of picture text -----
Remuneration Board of Directors Audit Committee
Committee
The Auditor's Office
Chairman
Chairman's Office
Vice Chairman
President
China Business
Division Technology Planning Office
Overseas Technology Steel Pipe Technology Office
Office
Trade Safeguards and Investigation
Expansion Planning Office
Committee
Executive Vice President
Dept. of Administration and
Analytics
President's Staff
Office Dept. of Business Planning
Dept. of Innovation Promotion
Vice President - Global Marketing & Sales Vice President - Finance Vice President - Technology Vice President - Planning Administration DivisionVice President, Vice President - Engineering Vice President - Production
Assistant VP - Global Assistant VP - Technology Assistant VP - Planning Vice President's Office
Marketing & Sales
Vice President's Vice Vice President's Vice President's Vice President's Vice Vice President's
Office President's Office Office Office President's Office Technology
Office Office Development
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Pre-
Sales Division I ng & Domestic Marketi Sales Division II ng & Domestic Marketi Sales Division I Export Marketing & Sales Division II Export Marketing & Division Marketing Development Finance Division Investing Division Technology Division Division Technical Service Division Information System Division Production Planning Division Sales Management Research Office Import and Market Human Resources Public Affairs Office Office TPM Development Office Purchasing Division Division Mechanical Production Production Division Steel Structure Technology Division Steel Structure Production Division Pickling and Rolling Production Division Galvanizing Steel Production Division Painting Steel Division Pingtung Production Utilities Division Division I Mechanical Maint Division II Division I Electrical Engineering Division II Electrical Engineering Office Engineering Design
Industrial Safety & Health Construction Division Steel Structure Sales & enance Mechanical Maintenance
----- End of picture text -----
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(II) Roles and Responsibility of Departments:
| Department | Content of Business |
|---|---|
| The Auditor's Office | Implements the audit system and provides advises for improvement to the management. |
| Expansion Planning Committee |
Sets equipment standards and specifications, plans and analyzes overall expansion and manages coordination and installationprogress. |
| Trade Safeguards and Investigation Office |
Handles domestic and international anti-dumping and trade remedy actions. |
| President's Staff Office |
Carries out organizational planning and coordination, implements and manages the internal control system and standardization, tracks and analyzes corporate goals andperformance,andpromotes innovation affairs. |
| Division I and Division II of the Domestic Marketing & SellingDivisions |
Processes requests for import and export price quotes and orders, manages contacts for shipment and executes sales campaigns. |
| Division I and Division II of the Export Marketing & SellingDivisions |
Manages development of the domestic and international markets. |
| Marketing Development Division |
Carries out accounting, tax filing, costing, budgeting and variance analysis, financial management, asset management and shareholder services. |
| Finance Division | Carries out studies on foreign investments and analysis on the effectiveness. |
| Investing Division | Manages production technology development, quality control and product specifications. |
| TechnologyDivision | Manages after-sale services and technical improvement. |
| Technical Service Division |
Manages development of the Company's computerized management system, installation and maintenance of hardware equipment. |
| Information System Division |
Manages production schedules based on the orders and production plan, order deliveryand shipment and trackingand raw material storage and management. |
| Production Planning Division |
Manages shipping of customer orders, vehicle dispatch and shipment verification. |
| Sales Management Division |
Carries out survey and analysis on the domestic and foreign markets and manages raw materialsprocurement. |
| Import and Market Research Office |
Manages personnel, general affairs and documents and other relevant matters. |
| Human Resources | Handlespublic relations affairs. |
| Public Affairs Office | Manages and implements the Company's workplace and labor safety and health related matters. |
| Industrial Safety & Health Office |
Implements TPM Management activities, including individual improvement, self-maintenance, planned maintenance, education and training, health and safety, quality management, initial flow management, planning and monitoring the efficiencyof indirect departments. |
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| TPM Development Office |
Manages procurement and related matters. |
|---|---|
| Purchasing Division | Manages marketing, contracting, budgeting, cost control and work progress for engineering projects,actingto control and coordinated cross-departmental works. |
| Steel Structure Sales & Construction Division |
Manages manufacturing, installation and contractors for steel structures and coordinates related works. |
| Steel Structure Production Division |
Manages technology planning, project quality control and construction drawings for steel structures. |
| Steel Structure TechnologyDivision |
Manages sales, production planning, design, manufacturing and installation related matters for liftingequipment and other engineering projects. |
| Mechanical Production Division |
Manages improvement of production equipment and processes. |
| Technology Development Office |
Manages production line operations, production efficiency and quality improvement. |
| Production Divisions | Manages operations and maintenance of public and wastewater treatment facilities. |
| Utilities Division | Manages service and maintenance of on-site mechanical equipment and facilities. |
| Mechanical Maintenance 1,2,2 |
Manages service and maintenance of on-site electrical facilities. |
| Division I and Division II of the Electrical EngineeringDivision |
Carries out improvement of production line equipment, design of expansion projects and review of design drawings. |
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II. Information on the Directors, President, Vice President, Associate Managers and Heads of Departments and Branch Offices:
(I) Information on Directors
| March31,2021 | March31,2021 | March31,2021 | March31,2021 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Nationality or Place of Registration |
Name | Gender | Date Elected (Appointed) |
Term | Date of First Elected |
Shares Held When Elected | Number of Shares Held | Shares held by spouse and underage children |
Shares held other p |
in names of ersons |
Education and Work Experiences |
Current Position in the Company and/or Other Company |
Any Executive Officer, Director or Supervisor Who is a Spouse or Relative within the Second Degree of Kinship |
Remarks (Note) |
|||||
| Number of Shares |
Shareholding ratio |
Number of Shares |
Shareholding ratio |
Number of Shares |
Shareholding ratio |
Number of Shares |
Shareholding ratio |
Title | Name | Relations | ||||||||||
| Chairman | Taiwan, R.O.C. |
Kuo Chiao Investment & Development Co., Ltd. Representative: I-Shou Lin |
Male | 2019.06.21 | Three years |
2004.06.20 | 60,657,497 157,096 |
3.23 | 61,870,646 160,237 |
3.27 | 52,470 | 0 | 0 | 0 | Yieh United - Chairman of the Board Yieh Hsing - Director |
Yieh Phui - Chairman of the Board Able Win International Investment Limited - chairman of the board Wei Hung Investment Co., Ltd. - Chairman of the Board |
None | None | None | None |
| Director | Taiwan, R.O.C. |
Kuo Chiao Investment & Development Co., Ltd. Representative: Lin-Maw Wu |
Male | 2019.06.21 | Three years |
2005.09.28 | 60,657,497 136,252 |
3.23 | 61,870,646 204,026 |
3.27 | 0 | 0 | 0 | 0 | EMBA, National Sun Yat-Sen University Yieh Phui, VP Global Marketing and Sales |
Yieh Phui - President Yieh Phui (China) - Chairman of the Board Shin Yang Steel Co., Ltd. - Chairman of the Board |
None | None | None | None |
| Taiwan, R.O.C. |
Kuo Chiao Investment & Development Co., Ltd. Representative: Ping-Yung Liang |
Male | 2019.06.21 | Three years |
2015.10.15 | 60,657,497 45,196 |
3.23 | 61,870,646 46,099 |
3.27 | 136,950 | 0 | 0 | 0 | Department of Industrial and Information Management, National Cheng Kung University Deputy CEO of Yieh Lian Group Head Office, President of YUSCO, Senior Consultant and Special Assistant to the Chairman - YUSCO |
Chairman of the Group Purchasing Management Committee and Special Assistant to the Chairman, Union Group |
None | None | None | None | |
| Taiwan, R.O.C. |
Kuo Chiao Investment & Development Co., Ltd. Representative: Ching-Tsung Huang |
Male | 2019.06.21 | Three years |
2005.09.28 | 60,657,497 0 |
3.23 | 61,870,646 0 |
3.27 | 12,018 | 0 | 0 | 0 | Department of Accounting, Feng Chia University Special Assistant, Eliter International Corp. |
Chia Yuan Investment & Development Co., Ltd - Chairman of the Board Hsing Long Investment & Development Co., Ltd. - Director Lien Shua Investment Development Co., Ltd. - Director |
None | None | None | None | |
| Independent Director |
Taiwan, R.O.C. |
Chin-Shu Sun | Male | 2019.06.21 | Three years |
2013.06.20 | 0 | 0.00 | 0 | 0.00 | 0 | 0 | 0 | 0 | Department of Accountancy, National Cheng Kung University CPA, Republic of China in practice for over 40 years Chairman of the Kaohsiung City Institute of Certified Public Accountants Member of the National Federation of CPA Associations of R.O.C. Supervisor of the Taiwan Provincial Institute of Certified Public Accountants |
Yieh Phui - Independent Director Yieh Hsing Enterprise Co., Ltd. - Independent Director Li Hsin Management Consultant - Chairman Co-Tech Development Corporation - Independent Director Chi Chiang Enterprise Co., Ltd. - Chairman Chi Hsin Management Consultant Co., Ltd. - Chairman Jing-Shin Co.,Ltd. - Chairman |
None | None | None | None |
| Independent Director |
Taiwan, R.O.C. |
Te-Yuan Yang | Male | 2019.06.21 | Three years |
2016.06.22 | 0 | 0.00 | 0 | 0.00 | 0 | 0 | 0 | 0 | PhD Economics, University of California, Santa Barbara Assistant Lecturer, Department of Economics, University of California, Santa Barbara Director, Department of Finance, National Kaohsiung University of Science and Technology |
Member of Remuneration Committee, Yieh Phui Enterprise Co., Ltd. Member of Remuneration Committee, Yieh Hsing Co., Ltd. Yieh Hsing Enterprise Co., Ltd. - Independent Director Yieh Phui - Independent |
None | None | None | None |
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| Title | Nationality or Place of Registration |
Name | Gender | Date Elected (Appointed) |
Term | Date of First Elected |
Shares Held | When Elected | Number of | Shares Held | Shares held by spouse and underage children |
Shares held by spouse and underage children |
Shares held other p |
in names of ersons |
Education and Work Experiences |
Current Position in the Company and/or Other Company |
Any Executive Officer, Director or Supervisor Who is a Spouse or Relative within the Second Degree of Kinship |
Any Executive Officer, Director or Supervisor Who is a Spouse or Relative within the Second Degree of Kinship |
Any Executive Officer, Director or Supervisor Who is a Spouse or Relative within the Second Degree of Kinship |
Remarks (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Shareholding ratio |
Number of Shares |
Shareholding ratio |
Number of Shares |
Shareholding ratio |
Number of Shares |
Shareholding ratio |
Title | Name | Relations | ||||||||||
| Independent Director |
Professor, Department of Money and Banking, National Kaohsiung University of Science and Technology |
Director | ||||||||||||||||||
| Taiwan, R.O.C. |
Wen-I Chang | Male | 2019.06.21 | Three years |
2017.06.22 | 0 | 0.00 | 0 | 0.00 | 0 | 0 | 0 | 0 | Passed the Civil Service Special Examinations Class B for Customs Officers and Civil Service Special Examinations for Tax Personnel in 1976 Internal revenue agent and section head in Revenue Service Office, Kaohsiung County Revenue assessor, section chief, and inspector in Kaohsiung Branch National Tax Administration of Southern Taiwan Province(NTAS), Ministry of Finance nspector and auditor in Fengshan Branch, National Taxation Bureau of Kaohsiung, Ministryof Finance |
Member of Remuneration Committee, Yieh Phui Enterprise Co., Ltd. Member of Remuneration Committee, Yieh Hsing Co., Ltd. Yieh Hsing Enterprise Co., Ltd. - Independent Director Yieh Phui - Independent Director |
None | None | None | None | |
| Note: The Chairman of the Company and the President or equivalent (the top manager) are the same person, ar explain the reasons, rationality, necessity and corresponding measures (such as increasing the number of directors who do not serve as employees or managers, etc.) related information. |
e relatives of each other, such as spouse or first independent directors, And there should be mor |
relative, and should e than half of the |
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Table 1: Major Shareholders of Institutional Shareholders
| March31,2021 | March31,2021 | |
|---|---|---|
| Name of institutional shareholders(Note 1) |
Major shareholders of institutional shareholders(Note 2) |
Shareholding Ratio |
| Kuo Chiao Investment & Development Co., Ltd. |
Yu Hong industrial Co., Ltd. | 39.66% |
| KIU LING AMUSEMENT CO., Ltd. | 12.55% | |
| Kuo-Tung Investment and Development Co.,Ltd. |
12.27% |
|
| Wei Hong Investment and Development Co.,Ltd. |
11.43% |
|
| Yieh Mau Enterprise Co., Ltd. | 11.23% |
Note 1: For legal person directors and supervisors, the names of the institutional shareholders shall be disclosed. Note 2: Please declare names of the major shareholders (top 10 shareholders) and their shareholding of the
corporate shareholders. If the major shareholders are institutional shareholders, please fill out Table 2 below.
Note 3: The legal shareholder is not a company organizer. The name and shareholding ratio of the shareholder that should be disclosed previously disclosed name of the funder or donor and their contribution amount or contribution ratio.
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Table 2: Major shareholders of the major institutional shareholders
| Table 2: Major shareholders of the major institutional shareholders | Table 2: Major shareholders of the major institutional shareholders | Table 2: Major shareholders of the major institutional shareholders |
|---|---|---|
| March 31,2021 | ||
| Name of Institutional Shareholder (Note 1) |
Major Shareholders of Institutional Shareholders(Note 2) |
Shareholding Ratio |
| Yu Hong Industrial Co., Ltd. | Tsung-ChengLin | 26.00% |
| Tsung-Ching Lin | 18.00% | |
| Tsung-Hsien Lin | 18.00% | |
| Lin Chi-Long | 18.00% | |
| Lin Li-Chuan | 10.00% | |
| KIU LING AMUSEMENT CO., Ltd. |
Lin Li-Chuan | 15.00% |
| Tsung-Ching Lin | 20.00% | |
| Tsung-ChengLin | 20.00% | |
| Tsung-Hsien Lin | 20.00% | |
| Jiayuan Investment Development Co.,Ltd. |
11.00% |
|
| Yu Hongindustrial Co., Ltd. | 10.00% | |
| Kuo-Tung Investment and Development Co.,Ltd. |
Weiqiao Investment Development Co.,Ltd. |
30.03% |
Lian Shuo Investment Development Co.,Ltd. |
24.00% |
|
| Wei Hong Investment and Development Co.,Ltd. |
22.21% |
|
| Yieh Mau Enterprise Co., Ltd. | 13.80% | |
| Wei Hong Investment and Development Co., Ltd. |
Yieh Mau Enterprise Co., Ltd. | 25.41% |
| I-Shou Lin | 18.21% | |
| Xinglong Investment Development Co.,Ltd. |
20.19% |
|
| Weiqiao Investment Development Co.,Ltd. |
13.40% |
|
| Chia Yuan Investment and Development Co.,Ltd. |
11.39% |
|
| Lian Shuo Investment Development Co.,Ltd. |
10.42% |
|
| Yieh Mau Enterprise Co., Ltd. |
Tsung-ChengLin | 10.75% |
| Lin Chi-Long | 12.85% | |
| Xinglong Investment Development Co.,Ltd. |
19.34% |
|
| Wei Hong Investment and Development Co.,Ltd. |
18.26% |
|
| Weiqiao Investment Development Co.,Ltd. |
11.01% |
~~Note 1: As shown in Table 1 above, when a major shareholder is an institutional shareholder, disclose the name of~~ the institution.
Note 2: Names of major shareholders (ranked top 10 in terms of shareholding) in the corporate shareholders and their shareholding ratio shall be filled in this section. Note 3: The legal shareholder is not a company organizer. The name and shareholding ratio of the shareholder that should be disclosed previously disclosed name of the funder or donor and their contribution amount or contribution ratio.
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March 31, 2021
Director profile (2)
| Requirement Name (Note 1) |
Has more than 5 years of work experience and the following professional qualifications |
Has more than 5 years of work experience and the following professional qualifications |
Has more than 5 years of work experience and the following professional qualifications |
Independence criteria (Note 2) | Independence criteria (Note 2) | Independence criteria (Note 2) | Independence criteria (Note 2) | Independence criteria (Note 2) | Independence criteria (Note 2) | Independence criteria (Note 2) | Independence criteria (Note 2) | Independence criteria (Note 2) | Independence criteria (Note 2) | Independence criteria (Note 2) | Independence criteria (Note 2) | Currently serving as the independent director of other public companies |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Serve in lecturer roles or above in public or private college institutions in one of the following departments: business administration, law, finance, accounting, or another discipline relevant to the company's operations |
Currently serving as ajudge, prosecutor, lawyer, accountant, or other professional practice or technician that must undergo national examinations and specialized license. |
Work experience necessary for Business administration, legal affairs, finance, accounting, or business sector of the Company |
1 |
2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | ||
| Director: I-Shou Lin | ✓ | - | - | ✓ | - | - | - | ✓ | ✓ | ✓ | ✓ | ✓ | - | None | ||
| Director: Ping-Yung Liang |
✓ | - | - | ✓ | - | - | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | - | None | ||
| Director: Lin-Maw Wu |
✓ | - | - | ✓ | - | - | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | - | None | ||
| Director: Ching-TsungHuang |
✓ | - | - | ✓ | - | - | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | - | None | ||
| Independent Director: Te-Yuan Yang |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 2 | ||
| Independent Director: Chin-Shu Sun |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 3 | ||
| Independent Director: Wen-I Chang |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 2 |
Note 1: The number of fields depends on the actual number.
-
Note 2: Please “ ” the box under each criteria number if the director or supervisor meets the criteria two years prior to resuming the position or during the term of service.
-
( 1 ) A person who is not employee of the Company or its affiliated enterprises.
-
( 2 ) A person who is not serving as a Director or Supervisor of the Corporation or any affiliated business (this does not apply in cases where the person is an Independent Director of the Company, its parent or subsidiary established in pursuant to this law or local laws and regulations).
-
( 3 ) A natural person who is not a shareholder that hold more than 1% of the Company’s total shares or rank among top-10 shareholders, this applies for the Director him/herself, spouse, minor children, or shares held under others’ names.
-
( 4 ) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the officers in the preceding (1), or of any of the above persons in the preceding (2) and (3).
-
( 5 ) Not a director, supervisor, or employee of a corporate/institutional shareholder that directly holds five percent or more of the total number of issued shares of the Bank, ranks as its top five shareholders, or has representative director(s) serving on the company’s board as director(s) or supervisor(s) based on paragraph 1 or paragraph 2, Article 27 of the Company Law, except where the Bank and its parent company, subsidiaries or subsidiaries of the same parent are serving concurrently as independent directors set up in accordance with the Securities and Exchange Act or local laws.
-
( 6 ) Not a director, supervisor or employee of a company controlled by the same person who has shares over half of the Company's director seats or voting rights (except for an independent director
-20-
appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent).
-
( 7 ) Not a director, supervisor, or employee of another company or institution who, or whose spouse, is a chairman, president, or person holding an equivalent position of the Company (except for an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent).
-
( 8 ) Not a director, supervisor, managerial officer, or shareholder holding 5% or more of the shares of a specified company or institution that has a financial or business relationship with the Company (except for a specific company or institution holding more than 20% but less than 50% of the total issued shares of the Company and concurrently serving as an independent director, as appointed in accordance with the Act or the laws and regulations of the local country, at the Company and its parent or subsidiary or a subsidiary of the same parent).
-
( 9 ) Not a professional individual, sole proprietorship, partnership, owner of a company or institution, partner, director, supervisor, managerial officer or spouse thereof that provides auditing service for the Company or any of its affiliates, or provides commercial, legal, financial, or accounting service with cumulative remuneration less than NT$500,000 in the past two years. This restriction does not apply to a member of the Remuneration Committee, Public Tender Offer Review Committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Securities and Exchange Act or to the Business Mergers and Acquisitions Act or related laws or regulations.
-
( 10 ) Who have spousal or second-degree kinship relationships to any other director within the Company
-
( 11 ) Where none of the circumstances in the subparagraphs of Article 30 of the Company Act applies.
-
( 12 ) No person shall be elected in the capacity of the government, a juristic person, or a representative thereof, as provided in Article 27 of the Company Act.
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(III) Information on the Company's President, Vice President, Associate Manager, and the Supervisors of all the Company's divisions and branch units.
| March31,2021 | March31,2021 | March31,2021 | March31,2021 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Nationality | Name | Gender | Date Elected (Appointed) |
when elected | Shares held by spouse or minor children |
Shares held in nam | es of other persons | Education and Work Experiences |
Positions Currently Held in Other Companies |
Managers who have spousal or second-degree family relationships within the Company |
Remarks (Note) |
|||||
| Number of Shares |
Shareholding ratio |
Number of Shares |
Shareholding ratio |
Number of Shares | Shareholding ratio | Title | Name | Relations | |||||||||
| President | Taiwan, R.O.C. | Lin-Maw Wu | Male | 2002.10.22 | 204,026 | 0 | 0 | 0 | 0 | 0 | Master, National Sun Yat-Sen University Yieh Phui, VP Global Marketing and Sales |
Yieh Phui (China) - Chairman of the Board Yieh United - Supervisor Yieh Hsing - Chairman |
None | None | None | None | |
| Senior Consultant | Taiwan, R.O.C. | Tian-Ji Zhang | Male | 2005.08.01 | 161,972 | 0 | 0 | 0 | 0 | 0 | National Chengchi University Finance Manager, Yieh Phui |
Kuo Chiao - Supervisor Chien Huan - Supervisor Chen Hua - Chairman Chen Hao - Chairman |
None | None | None | None | |
| Senior Consultant | Taiwan, R.O.C. | Hsien-Tung Liu | Male | 2006.09.08 | 0 | 0 | 0 | 0 | 0 | 0 | MBA, Embry-Riddle Aeronautical University, Colorado, USA TangEng- Chairman |
Yeo Yih Steel - Chairman |
None | None | None | None | |
| Senior Consultant | Taiwan, R.O.C. | Ching-Tsung Huang | Male | 2014.05.16 | 0 | 0 | 12,018 | 0 | 0 | 0 | Feng Chia University Special Assistant, Eliter International Corp. |
Chia Yuan Investment & Development Co., Ltd - Chairman of the Board Hsing Long Investment & Development Co., Ltd. - Director Lien Shua Investment Development Co., Ltd. - Director |
None | None | None | None | |
| Senior Consultant | Taiwan, R.O.C. | Hsien-Yao Chang | Male | 2017.09.01 | 0 | 0 | 0 | 0 | 0 | 0 | PhD in Political Science, Pantheon-Sorbonne University, France Legislator of 6th and 7th Legislative Yuan Specially appointed deputy minister, Mainland Affairs Council, Executive Yuan Vice Chairman and Chief Secretary, Straits Exchange Foundation |
None | None | None | None | None | |
| Special Assistant | Taiwan, R.O.C. | Chia-Cheng Lin | Male | 2012.08.01 | 0 | 0 | 0 | 0 | 0 | 0 | The Taipei College of Science and Technology Vice President, Planning, Yieh Phui |
E-United Group - Chairman Cheng Hsin Security - Chairman |
None | None | None | None | |
| Special Assistant | Taiwan, R.O.C. | Chen-Wu Chang | Male | 2005.08.01 | 0 | 0 | 0 | 0 | 0 | 0 | National Cheng Kung University Associate Manager, Information System Division, |
E-United Group - Vice Chairman |
None | None | None | None |
-22-
| Title | Nationality | Name | Gender | Date Elected (Appointed) |
when elected | when elected | Shares held by spouse or minor children |
Shares held by spouse or minor children |
Shares held in names of other persons | Shares held in names of other persons | Education and Work Experiences |
Positions Currently Held in Other Companies |
Managers who have spousal or second-degree family relationships within the Company |
Managers who have spousal or second-degree family relationships within the Company |
Managers who have spousal or second-degree family relationships within the Company |
Remarks (Note) |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Shareholding ratio |
Number of Shares |
Shareholding ratio |
Number of Shares | Shareholding ratio | Title | Name | Relations | |||||||||
| Yieh Phui EMMT Systems Corp. - Chairman AWID Asia Corporation - Chairman |
|||||||||||||||||
| Vice President - Planning |
Taiwan, R.O.C. | Wei-Cheng Chen | Male | 2006.03.14 | 340 | 0 | 0 | 0 | 0 | 0 | University of Oklahoma Associate Manager, Production Planning Division - Yieh Phui |
None | None | None | None | None | |
| Vice President - Production |
Taiwan, R.O.C. | Yang-Cheng Lan | Male | 2003.10.01 | 0 | 0 | 0 | 0 | 0 | 0 | National Cheng Kung University Plant Manager - Pre-painting Steel Production Division |
None | None | None | None | None | |
| Executive Vice President |
Taiwan, R.O.C. | Yung-Hsien Chen | Male | 2005.04.01 | 121,177 | 0 | 5 | 0 | 0 | 0 | Tamkang University Associate Manager, Finance Division, Yieh Phui |
Yieh Phui (China) - VP Finance Yieh Hsing - VP Finance Yieh United - Supervisor |
None | None | None | None | |
| Vice President - Global Marketing & Sales |
Taiwan, R.O.C. | Shih-Chi Yang | Male | 2006.12.01 | 0 | 0 | 0 | 0 | 0 | 0 | National Chengchi University Manager, Global Marketing & Sales,Yieh Phui |
None | None | None | None | None | |
| Production Assistant Vice President |
Taiwan, R.O.C. | Te-Jen Huang | Male | 2006.03.01 | 0 | 0 | 0 | 0 | 0 | 0 | National Cheng Kung University Manager, Technology Division - Yieh Phui |
None | None | None | None | None | |
| Vice President - Technology |
Taiwan, R.O.C. | Ting-Kuo Shih | Male | 2004.06.01 | 0 | 0 | 0 | 0 | 0 | 0 | National Cheng Kung University Manager, Technology Division - Yieh Phui |
None | None | None | None | None | |
| Production Assistant Vice President |
Taiwan, R.O.C. | Cheng-Feng Wu | Male | 2005.12.01 | 318 | 0 | 700 | 0 | 0 | 0 | National Chiao Tung University Manager, Electrical Maintenance Division, Yieh Phui |
None | None | None | None | None | |
| Vice President, Administration Division |
Taiwan, R.O.C. | Wen-Pin Lin | Male | 2008.05.16 | 109 | 0 | 302 | 0 | 0 | 0 | Feng Chia University Manager, Management Division |
None | None | None | None | None | |
| Vice President of Technical Planning Office |
Taiwan, R.O.C. | Sen-Lung Chen | Male | 2003.08.16 | 21,325 | 0 | 1,655 | 0 | 0 | 0 | National Cheng Kung University Manager, Technical Service Division,Phieh Phui |
Director - Yieh Phui (China) |
None | None | None | None | |
| Senior Manager | Taiwan, R.O.C. | Kuo-Lin Yang | Male | 2004.06.01 | 1,703 | 0 | 0 | 0 | 0 | 0 | National Kaohsiung University of Applied Sciences Plant Manager, Galvanizing Steel Production Division |
VP Technology - Yieh Phui (China) |
None | None | None | None | |
| Senior Consultant | Taiwan, R.O.C. | Yong-Fang Zhang | Male | 1997.05.01 | 179,041 | 0 | 1,512 | 0 | 0 | 0 | National Taiwan Ocean University Associate Manager, Plating Plant,Yieh Phui |
Vice Chairman and President - Yieh Phui (China) |
None | None | None | None | |
| Senior Manager | Taiwan, R.O.C. | Wen-Chih Liu | Male | 2014.12.01 | 0 | 0 | 0 | 0 | 0 | 0 | Master Degree, National Taiwan University Manager, US Kraft Heinz Company Taiwan Manager,Unilever Taiwan |
Tianjin Lianfa - Vice President |
None | None | None | None |
-23-
| Title | Nationality | Name | Gender | Date Elected (Appointed) |
when elected | when elected | Shares held by spouse or minor children |
Shares held by spouse or minor children |
Shares held in names of other persons | Shares held in names of other persons | Education and Work Experiences |
Positions Currently Held in Other Companies |
Managers who have spousal or second-degree family relationships within the Company |
Managers who have spousal or second-degree family relationships within the Company |
Managers who have spousal or second-degree family relationships within the Company |
Remarks (Note) |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Shareholding ratio |
Number of Shares |
Shareholding ratio |
Number of Shares | Shareholding ratio | Title | Name | Relations | |||||||||
| Senior Manager | Taiwan, R.O.C. | Chuan-Hsiang Huang | Male | 2015.04.01 | 0 | 0 | 0 | 0 | 0 | 0 | National Chung Hsing University |
E-United Group - Assistant Vice Chairman |
None | None | None | None | |
| Professional Engineer |
Taiwan, R.O.C. | Wen-Chao Huang | Male | 2008.03.01 | 44,969 | 0 | 0 | 0 | 0 | 0 | Institute of Metallurgical Materials, Illinois Institute of Technology Manager, Technical Management Office |
Yieh Phui (China) - Vice President |
None | None | None | None | |
| Associate Manager, Galvanizing Production Division |
Taiwan, R.O.C. | Shun-Chin Tsao | Male | 2009.10.01 | 0 | 0 | 0 | 0 | 0 | 0 | National Taiwan Ocean University Plant Manager, Yieh Phui PingtungPlant |
None | None | None | None | None | |
| Professional Manager |
Taiwan, R.O.C. | Jung-Chang Liao | Male | 2009.11.01 | 0 | 0 | 0 | 0 | 0 | 0 | National Chiao Tung University Manager, Production Planning Division,Yieh Phui |
Associate Manager, E-United Group |
None | None | None | None | |
| Mechanical Production Division Associate Manager |
Taiwan, R.O.C. | Chiu-Lin Pan | Male | 2010.03.01 | 122,712 | 0 | 0 | 0 | 0 | 0 | National Chiayi Institute of Agriculture Plant Manager, Mechanical Production Division, Yieh Phui |
None | None | None | None | None | |
| Senior Manager | Taiwan, R.O.C. | Chi-Chen Li | Male | 2010.10.01 | 826 | 0 | 0 | 0 | 0 | 0 | National Sun Yat-Sen University Manager, President Staff's Office |
E-United Group - Assistant Vice Chairman |
None | None | None | None | |
| Associate Manager, Mechanical Maintenance Division |
Taiwan, R.O.C. | Sheng-Wei Sung | Male | 2011.09.01 | 2,853 | 0 | 0 | 0 | 0 | 0 | Chin-Yi Institute of Technology Chung Hung Co., Ltd. |
None | None | None | None | None | |
| Associate Manager, Finance Department |
Taiwan, R.O.C. | Chien-Hung Lin | Male | 2012.03.05 | 0 | 0 | 0 | 0 | 0 | 0 | National Chengchi University Manager, Chinfon Commercial Bank Co., Ltd. Manager, Far Eastern International Bank |
None |
None | None | None | None | |
| Senior Manager | Taiwan, R.O.C. | Wei-Cheng Chen | Male | 2012.11.08 | 33,943 | 0 | 0 | 0 | 0 | 0 | Provincial Pingtung Institute of Agriculture RESA Engineering Corp. Ting Ku Construction Co., Ltd. |
E-United Group - Vice Chairman |
None | None | None | None | |
| Associate Manager, Domestic Marketing & Sales Division I |
Taiwan, R.O.C. | Ming-Chi Tien | Male | 2014.09.01 | 0 | 0 | 0 | 0 | 0 | 0 | Chung Yuan Christian University Manager, Domestic Marketing & Sales Division |
None | None | None | None | None | |
| Associate Manager, Steel Structural Sales & Construction Division |
Taiwan, R.O.C. | Wei-Kung Chang | Male | 2015.04.01 | 0 | 0 | 0 | 0 | 0 | 0 | Cultural University Associate Manager, Steel Tube Division, Hsin Yang |
None | None | None | None | None | |
| Associate Manager of Information System Division |
Taiwan, R.O.C. | Chun-Kai Huang | Male | 2015.05.01 | 0 | 0 | 0 | 0 | 0 | 0 | National Kaohsiung Institute of Technology Manager, Information System Division |
None | None | None | None | None | |
| Associate Manager, Production PlanningDivision |
Taiwan, R.O.C. | Yuan-Hsing Kuo | Male | 2015.06.01 | 0 | 0 | 0 | 0 | 0 | 0 | Feng Chia University Senior Manager, Sales Management Division |
None | None | None | None | None | |
| Assistant Manager, | Taiwan,R.O.C. | Wen-ChengPan | Male | 2015.09.01 | 5,753 | 0 | 0 | 0 | 0 | 0 | ChungYuan Christian | None | None | None | None | None |
-24-
| Title | Nationality | Name | Gender | Date Elected (Appointed) |
when elected | when elected | Shares held by spouse or minor children |
Shares held by spouse or minor children |
Shares held in names of other persons | Shares held in names of other persons | Education and Work Experiences |
Positions Currently Held in Other Companies |
Managers who have spousal or second-degree family relationships within the Company |
Managers who have spousal or second-degree family relationships within the Company |
Managers who have spousal or second-degree family relationships within the Company |
Remarks (Note) |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Shareholding ratio |
Number of Shares |
Shareholding ratio |
Number of Shares | Shareholding ratio | Title | Name | Relations | |||||||||
| Vice President's Office |
University Senior Manager, President Staff's Office |
||||||||||||||||
| Associate Manager, TPM Development Office |
Taiwan, R.O.C. | Wen-I. Weng | Male | 2016.01.06 | 44,753 | 0 | 0 | 0 | 0 | 0 | The Taipei College of Science and Technology |
None | None | None | None | None | |
| Assistant Vice President, Technology Division |
Taiwan, R.O.C. | Ping-Lin Yang | Male | 2016.03.01 | 0 | 0 | 0 | 0 | 0 | 0 | I-Shou University Senior Manager, Technology Division |
None | None | None | None | None | |
| Associate Manager, Technical Management Office |
Taiwan, R.O.C. | Chung-Chan Chiang | Male | 2016.03.01 | 130 | 0 | 0 | 0 | 0 | 0 | Feng Chia University Senior Manager, Technology Development Office |
None | None | None | None | None | |
| Associate Manager, Trade Management Office |
Taiwan, R.O.C. | Wen-Chung Tien | Male | 2017.02.01 | 91,939 | 0 | 0 | 0 | 0 | 0 | Feng Chia University Finance Manager |
None | None | None | None | None | |
| Associate Manager, Public Affairs Office |
Taiwan, R.O.C. | Chia-En Kuo | Male | 2017.02.01 | 0 | 0 | 0 | 0 | 0 | 0 | Chung Yuan Christian University Manager, Import and Market SurveyOffice |
None | None | None | None | None | |
| Associate Manager, Domestic Marketing & Sales Division II |
Taiwan, R.O.C. | Wei-Pin Kan | Male | 2017.03.01 | 0 | 0 | 0 | 0 | 0 | 0 | Yung Ta Institute of Technology & Commerce Manager, Domestic Marketing & Sales Division I |
None | None | None | None | None | |
| Professional Manager |
Taiwan, R.O.C. | Zhen-Hsiang Lin | Male | 2018.06.01 | 1,094 | 0 | 0 | 0 | 0 | 0 | National Kaohsiung Marine University Senior Manager |
Yilian Group Associate Manager |
None | None | None | None | |
| Associate Manager, Utilities Division |
Taiwan, R.O.C. | Hui-Fung Li | Male | 2018.06.01 | 2,426 | 0 | 9,455 | 0 | 0 | 0 | National Taiwan Ocean University Senior Manager |
None | None | None | None | None | |
| Professional Manager |
Taiwan, R.O.C. | Hui-Jung Liao | Male | 2019.03.01 | 76 | 0 | 4 | 0 | 0 | 0 | National Kaohsiung First University of Science and Technology Senior Manager |
Yilian Group Associate Manager |
None | None | None | None | |
| Professional Manager |
Taiwan, R.O.C. | Zhi-Jian Cheng | Male | 2019.05.01 | 0 | 0 | 0 | 0 | 0 | 0 | Daye University Master Professional Manager |
Yieh Phui (China) - Vice President |
None | None | None | None | |
| Associate Manager, Market Development Division |
Taiwan, R.O.C. | Wen-Hong Chen | Male | 2019.07.01 | 0 | 0 | 0 | 0 | 0 | 0 | Master, National Sun Yat-Sen University Market Development Manager |
None | None | None | None | None | |
| Associate Manager, Export Division I |
Taiwan, R.O.C. | Fu-Cai Huang | Male | 2019.07.01 | 0 | 0 | 0 | 0 | 0 | 0 | Chung Yuan Christian University Export Manager II |
None | None | None | None | None | |
| Associate Manager, Pingtung Production Division |
Taiwan, R.O.C. | Tian-fu Hong | Male | 2020.03.02 | 37,300 | 0 | 1,869 | 0 | 0 | 0 | National Kaohsiung University of Applied Sciences Pingtung Production Manager |
None | None | None | None | None | |
| Professional Engineer |
Taiwan, R.O.C. | Chin-Liang, Tsai | Male | 2020.07.11 | 0 | 0 | 0 | 0 | 0 | 0 | Kao Yuan University Associate Manager of Yieh Phui(China) |
Assistant Vice President - Yieh Phui (China) |
None | None | None | None | |
| Professional Manager |
Taiwan, R.O.C. | Wei-Min Chen | Male | 2020.07.11 | 0 | 0 | 0 | 0 | 0 | 0 | Cultural University Assistant Vice President, Yieh Phui(China) |
Yieh Phui (China) - Vice President |
None | None | None | None | |
| Professional Engineer |
Taiwan, R.O.C. | Chao-Hsien, Li | Male | 2020.07.11 | 1,534 | 0 | 0 | 0 | 0 | 0 | Cheng Shiu Junior College of Technology Associate Manager of Yieh |
Assistant Vice President - Yieh Phui (China) |
None | None | None | None |
-25-
| Title | Nationality | Name | Gender | Date Elected (Appointed) |
when elected | when elected | Shares held by spouse or minor children |
Shares held by spouse or minor children |
Shares held in names of other persons | Shares held in names of other persons | Education and Work Experiences |
Positions Currently Held in Other Companies |
Managers who have spousal or second-degree family relationships within the Company |
Managers who have spousal or second-degree family relationships within the Company |
Managers who have spousal or second-degree family relationships within the Company |
Remarks (Note) |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Shareholding ratio |
Number of Shares |
Shareholding ratio |
Number of Shares | Shareholding ratio | Title | Name | Relations | |||||||||
| Phui(China) | |||||||||||||||||
| Professional Manager |
Taiwan, R.O.C. | Chi-Min Chou | Male | 2020.09.01 | 0 | 0 | 0 | 0 | 0 | 0 | Ph.D., National Cheng Kung University Manager,E-United Group |
Yilian Group Associate Manager |
None | None | None | None | |
| Professional Manager |
Taiwan, R.O.C. | Cheng-Yen Hsieh | Male | 2020.09.01 | 56,469 | 0 | 0 | 0 | 0 | 0 | I-Shou University Head of General Affairs Section, Yieh Phui Enterprise Co.,Ltd |
Yilian Group Senior Manager |
None | None | None | None |
Remarks: Where the Chairperson of the Board of Directors and the General Manager or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto. (such as increasing the number of Independent Directors and there should be more than half of the Directors who do not concurrently serve as employees or managers, etc.
-26-
III. Compensations to Directors, President, and Vice Presidents:
(I) Remuneration of Directors and Independent Directors (it shall disclose the remuneration paid to each individual)
Unit: NT$ thousands
| Ti | tle | Name | Remuneratio | Remuneratio | n of directo | rs | Sum of It C, and D Ra |
ems A, B, to NIAT tio |
Compensations Paid to Conc | Compensations Paid to Conc | Compensations Paid to Conc | Compensations Paid to Conc | urrent Employees | urrent Employees | Sum of Items A, B, C, D, E, F, and G to NIAT Ratio |
Sum of Items A, B, C, D, E, F, and G to NIAT Ratio |
Receiving remuneratio n from reinvestment enterprises other than the Company’s subsidiaries or parent company |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base Remuneration (A) |
Retirement Pension (B) |
Dire Remune |
ctors' ration (C) |
Business e | xpense (D) | Salary, bonus, and special expenses (E) |
Retirement pension (F) |
Employee rem | uneration (G) | ||||||||||||||
| The Compan y |
All companie s listed in this financial report |
The Compan y |
All companie s listed in this financial report |
The Compan y |
All companie s listed in this financial report |
The Compan y |
All companie s listed in this financial report |
The Compan y |
All companie s listed in this financial report |
The Compan y |
All companie s listed in this financial report |
The Compan y |
All companie s listed in this financial report |
The Company | All companies listed in this financial report |
The Compan y |
All companie s listed in this financial report |
||||||
| Cash amoun t |
Stock amoun t |
Cash amoun t |
Stock amoun t |
||||||||||||||||||||
| Director | Chairman | Kuo Chiao Investment & Development Co. Ltd Representative : I-Shou Lin |
4,173 | 6,254 | - | 112 | 112 | 560 | 1,076 | 0.66 | 1.01 | 8,760 | 10,962 | 10,907 | 10,907 | 3 | - | 3 | - | 3.33 | 3.99 | 11,110 | |
| Director | Kuo Chiao Investment & Development Co. Ltd Representative : Lin-Maw Wu |
||||||||||||||||||||||
| Director | Kuo Chiao Investment & Development Co. Ltd Representative : Ping-Yung Liang |
||||||||||||||||||||||
| Director | Kuo Chiao Investment & Development Co. Ltd Representative : Ching-Tsung Huang |
||||||||||||||||||||||
| Independen t Director |
Independen t Director |
Chin-Shu Sun | 2,215 | 3,162 | - | - | - | - | - | 432 | 0.30 | 0.49 | - | - | - | - | - | - | - | - | 0.30 | 0.49 | - |
| Independen t Director |
Te-Yuan Yang | ||||||||||||||||||||||
| Independen t Director |
Wen-I Chang |
-27-
-
Please state the policy, system, standards and structure of independent directors ’remuneration payment, and describe the relevance to the amount of remuneration according to the responsibilities, risks, and time invested: (1) Remuneration for Independent Directors is paid on a monthly basis but not participating in the annual distribution of director's remuneration.
-
(2) According to the Company's operating performance, the same year-end consolation fund will be awarded.
-
Other than disclosure in the above table, Director remunerations earned by providing services (e.g. providing consulting services as a non-employee): None
-
In this table, in the column of concurrent employees receiving related remuneration - "Retirement pension" has increased significantly from 2019, which is the pension received by Director Wu.
Table of Remuneration Range
| (2) According to the Company's operating performance, the same year-end consolation 2. Other than disclosure in the above table, Director remunerations earned by providing 3. In this table, in the column of concurrent employees receiving related remuneration - |
fund will be awarded. services (e.g. providing consulting services as a non-employee): None "Retirement pension" has increased significantly from 2019, which is the pension received by Director Wu. Table of Remuneration Range |
fund will be awarded. services (e.g. providing consulting services as a non-employee): None "Retirement pension" has increased significantly from 2019, which is the pension received by Director Wu. Table of Remuneration Range |
fund will be awarded. services (e.g. providing consulting services as a non-employee): None "Retirement pension" has increased significantly from 2019, which is the pension received by Director Wu. Table of Remuneration Range |
fund will be awarded. services (e.g. providing consulting services as a non-employee): None "Retirement pension" has increased significantly from 2019, which is the pension received by Director Wu. Table of Remuneration Range |
|---|---|---|---|---|
| Table of Remuneration Ranges for Directors | Name of Director | |||
| Total of (A+B+C+D) | Total of (A+B+C+D+E+F+G) | |||
| The Company | All companies listed in this financial report H |
The Company | All companies listed in this financial report I |
|
| Less than NT$ 1,000,000 | Lin-Maw Wu, Ching-Tsung Huang, Ping-Yung Liang, Chin-Shu Sun, Te-Yuan Yang, Wen-I Chang |
Ching-Tsung Huang, Ching-Tsung Huang, Te-Yuan Yang |
Chin-Shu Sun, Te-Yuan Yang, Wen-I Chang |
Te-Yuan Yang |
| From NT$ 1,000,000 to 1,999,999 | Chin-Shu Sun, Wen-I Chang | Ping-Yung Liang | Ping-Yung Liang, Chin-Shu Sun, Wen-I Chang |
|
| From NT$2,000,000 to 34,999,999 | Lin-Maw Wu | Ching-Tsung Huang | Ching-Tsung Huang | |
| From NT$3,500,000 to 4,999,999 | I-Shou Lin | I-Shou Lin | I-Shou Lin | |
| From NT$5,000,000 to 9,999,999 | I-Shou Lin | |||
| From NT$10,000,000 to 14,999,999 | ||||
| From NT$15,000,000 to 29,999,999 | Lin-Maw Wu | Lin-Maw Wu | ||
| From NT$30,000,000 to 49,999,999 | ||||
| From NT$50,000,000 to 99,999,999 | ||||
| NT$100,000,000 or more | ||||
| Total |
-28-
(II) Remuneration for President and Vice Presidents (aggregate remuneration with name(s) indicated for each remuneration range)
| Unit: NT$thousands | Unit: NT$thousands | Unit: NT$thousands | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Salary (A) | Retirement Pension (B) | Bonuses and Special Allowance etc. (C) |
Employee Remuneration (D) | Sum of items A, B, C and D to net income after taxes (NIAT) Ratio |
Receiving remuneration from reinvestment enterprises other than the Company’s subsidiaries or parent company |
|||||||
| The Company |
All companies listed in this financial report |
The Company |
All companies listed in this financial report |
The Company |
All companies listed in this financial report |
The Company | All companies listed in this financial report (note 5) |
The Company |
All companies listed in this financial report |
|||||
| Cash amount |
Stock amount |
Cash amount |
Stock amount |
|||||||||||
| President | Lin-Maw Wu | 17,250 | 19,725 | 11,357 | 11,366 | 4,329 | 4,705 | 7 | - | 7 | - | 4.48 | 4.87 | 1,225 |
| Executive VP concurrently serve as Vice President - Finance |
Yung-Hsien Chen |
|||||||||||||
| Vice President - Global Marketing & Sales |
Shih-Chi Yang |
|||||||||||||
| Vice President - Production |
Yang-Cheng Lan |
|||||||||||||
| Vice President - Planning |
Wei-Cheng Chen |
|||||||||||||
| Vice President - Technology |
Ting-Kuo Shih |
-29-
| Vice President - Steel Pipe Technology |
Chang-Hsin Ming ( as of November 30) |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Vice President - Engineering |
Yao-Hsing Chien |
|||||||||||||
| Vice President, Administration Division |
Wen-Pin Lin |
*Regardless of titles, compensations of employees with positions equivalent to President and Vice Presidents (such as General Manager, CEO, Director, etc.) shall be disclosed.
-30-
Table of Remuneration Range
| Table of Remuneration Range | ||
|---|---|---|
| Compensations of Presidents and Vice Presidents by Range |
Names ofthePresident | and VicePresidents |
| The Company | Allcompanieslistedinthisfinancial reportE | |
| Less than NT$1,000,000 | ||
| From NT$1,000,000 to 1,999,999 | Chang-Hsin Ming,Wen-Pin Lin | |
| From NT$ 2,000,000 to 34,999,999 | Yung-Hsian Chen, Shih-Chi Yang, Yang-Cheng Lan, Wei-Cheng Chen, Ting-Kuo Shih, Yao-Hsing Chien |
Shih-Chi Yang , Yang-Cheng Lan, Wei-Cheng Chen, Ting-Kuo Shih, Chang-Hsin Ming, Yao-Hsing Chien, Wen-Pin Lin |
| From NT$3,500,000 to 4,999,999 | Yung-Hsien Chen | |
| From NT$5,000,000 to 9,999,999 | ||
| From NT$10,000,000 to 14,999,999 | ||
| From NT$15,000,000 to 29,999,999 | Lin-Maw Wu | Lin-Maw Wu |
| FromNT$30,000,000 to49,999,999 | ||
| From NT$50,000,000 to 99,999,999 | ||
| NT$100,000,000 or more | ||
| Total |
-31-
(III) Names of Managerial Officers on Employees' Compensations and the Status of Distribution
| December 31, 2020 Unit: NT$ thousands |
December 31, 2020 Unit: NT$ thousands |
December 31, 2020 Unit: NT$ thousands |
December 31, 2020 Unit: NT$ thousands |
December 31, 2020 Unit: NT$ thousands |
||
|---|---|---|---|---|---|---|
| Title (Note 1) |
Name (Note 1) |
Stock amount | Cash amount | Total | Percentage of total compensations to NIAT(%) |
|
| Manager | President | Lin-Maw Wu | 0 | 35 | 35 | 0.0048% |
| Executive Vice President |
Yung-Hsien Chen | |||||
| Vice President - Global Marketing & Sales |
Shih-Chi Yang | |||||
| Vice President - Production |
Yang-Cheng Lan | |||||
| Vice President - Planning |
Wei-Cheng Chen | |||||
| Vice President - Technology |
Ting-Kuo Shih | |||||
| Vice President, Administration Division |
Wen-Pin Lin | |||||
| Associate Manager |
Sheng-Wei Sung | |||||
| Associate Manager |
Shun-Chin Tsao | |||||
| Professional Engineer |
Wen-Chao Huang | |||||
| Senior Consultant | Tian-Ji Zhang |
|||||
| Associate Manager |
Hui-Fung Li | |||||
| Senior Consultant | Yong-FangZhang | |||||
| Assistant Vice President |
Te-Jen Huang | |||||
| Professional Engineer |
Chao-Hsien, Li | |||||
| Professional Engineer |
Chin-Liang, Tsai | |||||
| Special Assistant | Chen-Wu Chang | |||||
| Associate Manager |
Chun-Kai Huang | |||||
| Associate Manager |
Wei-Pin Kan | |||||
| Associate Manager |
Chung-Chan Chiang |
|||||
| Associate Manager |
Wen-Cheng Pan | |||||
| Senior Manager | Chi-Chen Li | |||||
| Associate Manager |
Tian-fu Hong | |||||
| Associate Manager |
Yuan-Hsing Kuo | |||||
| Assistant Vice President |
Cheng-Feng Wu | |||||
| Assistant Vice President |
Ping-Lin Yang | |||||
| Senior Manager | Kuo-Lin Yang | |||||
| Professional Manager |
Cheng-Yen Hsieh | |||||
| Associate Manager |
Wen-Hong Chen | |||||
| Professional Manager |
Zhen-Hsiang Lin | |||||
| Associate Manager |
Wen-I. Weng | |||||
| Associate Manager |
Ming-Chi Tien | |||||
| Associate | Fu-Cai Huang |
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| Title (Note 1) |
Name (Note 1) |
Stock amount | Cash amount | Total | Percentage of total compensations to NIAT(%) |
|
|---|---|---|---|---|---|---|
| Manager | ||||||
| Professional Manager |
Zhi-Jian Cheng | |||||
| Professional Manager |
Jung-Chang Liao | |||||
| Associate Manager |
Chia-En Kuo | |||||
| Professional Manager |
Hui-Jung Liao | |||||
| Professional Manager |
Wei-Cheng Chen | |||||
| Professional Manager |
Chi-Min Chou | |||||
| Associate Manager |
Wen-Chung Tien | |||||
| Associate Manager |
Chiu-Lin Pan | |||||
| Senior Consultant | Hsien-TungLiu | |||||
| Professional Manager |
Wei-Min Chen | |||||
| Associate Manager |
Chien-Hung Lin | |||||
| Special Assistant | Chia-ChengLin | |||||
| Senior Manager | Wen-Chih Liu | |||||
| Senior Manager | Chuan-Hsiang Huang |
|||||
| Senior Consultant | Ching-Tsung Huang |
|||||
| Associate Manager |
Wei-Kung Chang | |||||
| Senior Consultant | Hsien-Yao Chang |
-
(IV) Name of employees receiving top 10 highest compensations and status of payment: Please refer to page 32 for details.
-
(V) Compare and analyze the total compensations paid to each of this Company's Directors, Supervisors, President, and Vice Presidents in the most recent two years by all companies listed in this Company's consolidated financial statements as a percentage of NIAT and describe the policies, standards, and packages for payment of and the procedures for determining of such compensations and its linkage to business performance
-
(1) Total compensations paid to the Company’s Directors, Supervisors, General Managers, and Deputy General Managers in the 2 most recent years and its proportion to NIAT.
| 2019 | 2019 | 2020 | 2020 | |
|---|---|---|---|---|
| Title | Total remuneration paid to Directors, Supervisors, President, and Vice Presidents as a % of net income |
Total remuneration paid to Directors, Supervisors, President, and Vice Presidents in the consolidated financial statements as a % of net income |
Total remuneration paid to Directors, Supervisors, President, and Vice Presidents as a % of net income |
Total remuneration paid to Directors, Supervisors, President, and Vice Presidents in the consolidated financial statements as a % of net income |
| Director | -1.04% | -1.48% | 3.63% | 4.48% |
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| President and Vice Presidents |
-1.45% | -1.59% | 4.48% | 4.87% | |
|---|---|---|---|---|---|
-
(2) Policies, standards, and packages of remuneration:
-
The Company pays fixed monthly traveling expenses to the Directors, monthly fixed remuneration and the same annual consolation fund to Independent Directors.
- The salary of the Chairman shall be agreed upon by the board of directors in accordance with the standards of relevant industries and listed companies, and other payment shall be paid in accordance with the remuneration system.
-
The Company's remuneration paid to managerial officers is determined in accordance with the Company's remuneration system, overall operating performance, and the managerial officer's performance evaluation. Overall performance evaluation such as net profit after tax rate and personal appraisal items: 1. planning power 2. sense of responsibility 3. coordination 4. work performance 5. value of service 6. expertise in the job 7. moral integrity and other items.
-
In accordance with Article 30-1 of the Articles of Incorporation, the remuneration of the directors shall be less than 0.1% of the profits, if any, and the remuneration of the employees shall be more than 0.2%. In 2020, the remuneration of the directors was 0.1% of the profit and the remuneration of the managers was 0.2% of the profit.
-
(3) Procedures for setting remuneration and its relevance to business performance
-
The procedures for formulating remuneration packages are reviewed on a regular basis for the reasonableness of the remuneration structure in accordance with the Company's Remuneration Committee. Directors serve as employee and managers participate in operation and reasonable remuneration is provided which takes into consideration the Company's overall operation performance, individual performance achievement rate, and level of contribution to the company's performance are subject to review by the Remuneration Committee and submitted to the Board of Directors submitted to the board of directors for general agreement.
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IV. Implementation of Corporate Governance
(I) Operations of the Board of Directors
The Board of Directors met 12 times in 2020. Attendance is as follows:
| Title | Name (Note 1) | Times of attendance in person |
Times of attendance by proxy |
Percentage of attendance in person (%) (Note 2) |
Remarks |
|---|---|---|---|---|---|
| Chairman | Kuo Chiao Investment & Development Co., Ltd. Representative: I-Shou Lin |
11 | 1 | 91.89% | Re-elected on June 21, 2019 |
| Director a | Kuo Chiao Investment & Development Co., Ltd. Representative: Ping-Yung Liang |
12 | 0 | 100.00% | Re-elected on June 21, 2019 |
| Director c | Kuo Chiao Investment & Development Co., Ltd. Representative: Lin-Maw Wu |
12 | 0 | 100.00% | Re-elected on June 21, 2019 |
| Director d | Kuo Chiao Investment & Development Co., Ltd. Representative: Ching-Tsung Huang |
11 | 1 | 91.89% | Re-elected on June 21, 2019 |
| Independent Director a |
Te-Yuan Yang | 12 | 0 | 100.00% | Re-elected on June 21, 2019 |
| Independent Director b |
Chin-Shu Sun | 12 | 0 | 100.00% | Re-elected on June 21, 2019 |
| Independent Director d |
Wen-I Chang | 12 | 0 | 100.00% | Re-elected on June 21, 2019 |
| Other required disclosure: I. Where the proceedings of the board meeting include one of the following circumstances, then describe the date, session, topic discussed, opinions of every Independent Director, and the Company's handling the opinions of Independent Directors: (I) For items listed in Article 14-3 of the Securities and Exchange Act: Please refer to Note 1 of Other required disclosure in operations of the Auditing Committee on page 41 to page 43. (II) In addition to the previous issues, other resolutions made by the Board of Directors which are opposed or reserved by the Independent Directors and have records or written statements: None. II. Regarding recusals of Directors from voting due to conflicts of interests, the names of the Directors, contents of motions, reasons for recusal, and results of voting shall be specified: Please refer to Note 1. III. The Company shall disclose the evaluation cycle and period, evaluation scope, method and evaluation content of the board of directors' self (or peer) evaluation. Please refer to Note 2 Evaluation the performance of the Board of Directors. IV. The goals (such as establishing the Audit Committee and increase information transparency, etc.) of strengthening the functionality of the Board of Directors in the current and immediately preceding fiscal years, and the evaluation of their executions. (I) 2019.3.21 The Board of Directors establishes corporate governance supervisors to assist Directors to comply with laws and regulations, handle the Board of Directors and shareholders' meetings in accordance with the law, and provide Directors with information necessary for the execution of business in order to enhance the effectiveness of the Board of Directors. (II) 2019.1.05 The Board of Directors passed the Board performance evaluation method, regularly evaluated the Board of Directors, functional Committees and Individual Directors, and submitted the evaluation results to the Board of Directors on 2021.01.29. (III) Conduct educational courses for directors to enhance their professional knowledge. The Company website discloses the quarterly and annual financial report and company regulations in English |
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Note 1
| Note 1 | ||||
|---|---|---|---|---|
| Date | Proposal | Agenda | Resolution | Reasons for avoiding Conflicts of Interest |
| 2020.01.10 | Proposal 2 |
To discuss the 2019 annual (including years of service) and special incentive bonuses for the Chairman approved by the Remuneration Committee. |
Except for those Directors who recused themselves from participation, discussion, and voting at the meeting as required by law, all Directors presented at the meeting did not present any objection and approved the proposal as proposed. |
Since the second case discussed the year-end (including seniority) and special incentive bonus of Chairman I.S. Lin, which is related to his own interests, he should voluntary recuse. Chairman I.S. Lin appointed Director lin-Maw Wu has been appointed as the acting Chairman of the second case. |
| 2020.01.10 | Proposal 3 |
To discuss the year-end consolation fund approved by the Company's Remuneration Committee for Independent Directors concurrently serving as Audit Committee members. |
Except for those Directors who recused themselves from participation, discussion, and voting at the meeting as required by law, all Directors presented at the meeting did not present any objection and approved the proposal as proposed. |
The third proposal was related to compensations paid to Independent Directors Chin-Shu Sun, Te-Yuan Yang, and Wen-I Chang; therefore, they recused themselves from the meeting to avoid conflict of interest. |
| 2020.01.10 | Proposal 4 |
To discuss the year-end consolation fund approved by the Company's Remuneration Committee for Independent |
Except for those Directors who recused themselves from participation, discussion, and voting at the meeting as required bylaw,all Directors |
The 4th proposal was related to Remunerations paid to Independent Directors who are also members of the Remuneration Committee, namely, Chin-Shu Sun, |
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| Directors concurrently serving as Renumeration Committee members. |
presented at the meeting did not present any objection and approved the proposal as proposed. |
Ching-Hui Hsieh , and Te-Yuan Yang , therefore, they recused themselves from the meeting to avoid conflict of interest |
||
|---|---|---|---|---|
| 2020.01.10 | Proposal 5 |
To discuss the 2019 annual (including years of service) and special incentive bonuses for the managers approved by the Remuneration Committee. |
Except for those Directors who recused themselves from participation, discussion, and voting at the meeting as required by law, all Directors presented at the meeting did not present any objection and approved the proposal as proposed. |
Since the 5th proposal was related to the year-end (including years of service) and special incentive bonuses paid to President Lin-Maw Wu and the senior consultant Ching-Tsung Huang, they recused themselves from the meeting to avoid conflict of interest. |
| 2020.05.06 | Proposal 5 |
Proposed to sell part of the land of Pingnan Plant in Pingnan Industrial Park held by the Company to Zhao Heng Energy Technology Co., Ltd. |
Except for those Directors who recused themselves from participation, discussion, and voting at the meeting as required by law, all Directors presented at the meeting did not present any objection and approved the proposal as proposed. |
Since Director Ching-Tsung Huang is a director of Zhao Heng, he recused himself from the meeting to avoid conflict of interest. |
| 2020.07.15 | Proposal 1 |
Proposed to sell part of the land held by the Companyat the |
Director Ching-Tsung Huang proposed the appraisal amount of |
Since Chairman I-Shou Lin and Director Lin-Maw Wu are Directors of Shin |
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| Pingnan Plant in Pingnan Industrial Park. |
NT$154,786,225 as the transaction amount, which was approved by the directors except for those directors who recused themselves from the discussion and vote in accordance with the law. |
Phui in the case of land sale, they should voluntary recuse in accordance with the law, and Director Ping-Yung Liang has been appointed as the Acting Chairman by Chairman I-Shou Lin. |
||
|---|---|---|---|---|
| 2020.07.24 | Proposal 1 |
To discuss the Company intends to participate in the capital increase of Great Emperor Hotel Co. Ltd. (hereinafter referred to as Great Emperor). |
Except for those Directors who recused themselves from participation, discussion, and voting at the meeting as required by law, all Directors presented at the meeting did not present any objection and approved the proposal as proposed. |
Since Chairman I-Shou Lin and Director Lin-Maw Wu are Directors of Great Emperor in the case of capital increase, they should voluntary recuse in accordance with the law, and Director Ping-Yung Liang has been appointed as the Acting Chairman by Chairman I-Shou Lin |
| 2020.07.24 | Proposal 2 |
To discuss the Company's intent to participate in the capital increase case of Zhenhua International Co., Ltd. (hereinafter referred to as Zhenhua). |
Except for those Directors who recused themselves from participation, discussion, and voting at the meeting as required by law, all Directors presented at the meeting did not present any objection and approved the proposal as proposed. |
Since Chairman I-Shou Lin and Director Lin-Maw Wu are directors of Kingsgarden in the case capital increase, they should voluntary recuse in accordance with the law, Director Ping-Yung Liang has been appointed as the Acting Chairman by Chairman I-Shou Lin |
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| 2020.11.09 | Proposal 1 |
To discuss the appointment of Mr. Lin-Maw Wu as the President. |
Except for those Directors who recused themselves from participation, discussion, and voting at the meeting as required by law, all Directors presented at the meeting did not present any objection and approved the proposal as proposed. |
As the proposal was related to remunerations paid to President Lin-Maw Wu; therefore, he recused themselves from the meeting to avoid conflict of interest. |
|---|---|---|---|---|
| 2020.12.01 | Proposal 2 |
To discuss the Company intends to participate in the capital increase of Great Emperor Hotel Co. Ltd. (hereinafter referred to as Great Emperor). |
Except for those Directors who recused themselves from participation, discussion, and voting at the meeting as required by law, all Directors presented at the meeting did not present any objection and approved the proposal as proposed. |
Since Chairman I-Shou Lin and Director Lin-Maw Wu are Directors of Great Emperor in the case of capital increase, they should voluntary recuse in accordance with the law, and Director Ping-Yung Liang has been appointed as the Acting Chairman by Chairman I-Shou Lin |
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Note 2
Evaluation the performance of the Board of Directors
| Evaluation cycle |
Period | Scope | Methods | Content |
|---|---|---|---|---|
| Once a year | 2020.01.01~ 2020.12.31 |
Board of Directors | Self-evaluation of the Board of Directors |
1. Participation of the Company's operation (7 items) 2. Improvement in the Board's decision making quality (10 items) 3. Composition and structure of the Board (7 items) 5. Internal control (5 items) 4. Selection and continuing education of the directors (5 items) Evaluation result: Better than Standard |
| Individual Director | Self-evaluation of Directors |
1. Execution of the Company's goals and tasks (2 items) 2. Understanding of the director's roles and responsibilities (2 items) 3. Participation procedure of the Company's operation (6 items) 4. Management and communication of the internal relations (3 items) 5. Expertise and continuing education of the directors (3 items) 6. Internal control (3 items) Evaluation result: Better than Standard |
||
| Audit Committee/ Remuneration Committee |
Self-evaluation of Functional Committees |
1. Participation of the Company's operation (4 items) 2. Recognition of the duties of the functional committees (4/3 items) 3. Improving functional committee's decision-making (6/6 items) 4. Composition of functional committee, and election and appointment of committee members (3/3 items) 5. Internal control (3 items) Evaluation result: Better than Standard |
(II) Operations of the Audit Committee:
Operations of the Auditing Committee
The Audit Committee met 10 times in 2020. Attendance is as follows:
| Title | Name | Times of attendance in person(B) |
Times of attendance by proxy |
Percentage of attendance in person (%) (B/A) (Note) |
Remarks |
|---|---|---|---|---|---|
| Independent Directora |
Te-Yuan Yang |
10 | 0 | 100.00% | None |
| Independent Directorb |
Chin-Shu Sun |
10 | 0 | 100.00% | None |
| Independent Directord |
Wen-I Chang |
10 | 0 | 100.00% | None |
| Other required disclosure: I. If the Audit Committee has any of the following circumstances, the date, session, proposal content, the resolution of the Audit Committee and the Company's response toward the audit Committee's opinions shall be specified. (I) For items listed in Article 14-5 of the Securities and Exchange Act: Please refer to note 1. (II) Except the preceding issues, other resolutions approved by two-thirds of all Directors but yet to be approved by the Audit Committee: Please refer to note 1. II. In regard to any recusal of independent directors from voting due to conflict of interests, the name of the independent directors, the proposal, reasons for recusal due to conflict of interests and voting outcomes should be stated: None III. Communication between directors and head of internal audit and CPA (including material issues, audit methods and results relating to the Company's finances and business). Notes:(I)Communications between the internal auditor and Independent Directors once ayear. The |
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communication status:
-
After the audit report and tracking improvement report were submitted and approved, an official letter and a copy of the report are sent to each of the Independent Directors for review by double registered mail.
-
Seminar held on March 17, 2020: Audit Business Report Implementation Status. The Company's independent directors have maintained optimal communication with the head of internal audit.
-
(II) Communication between the Company's CPA and Independent Directors twice a year. The
-
communication status :
-
Meeting held on March 17, 2020: Communicated with the governing body and discussed audit conclusion matters for Yieh Phui Enterprise Co., Ltd. in 2019.
-
Meeting held on November 9, 2020: Communicated with the governing body and discussed audit planning matters for Yieh Phui Enterprise Co., Ltd. in 2020.
- Communications between the Company's Independent Directors and CPAs are effective, where consensus over various communication matters is achieved.
Please visit Yieh Phui’s website for the aforementioned communication matters.
Note:
-
When (an) independent director(s) resign(s) before the end of the year,specify the date of resignation in the remark column. THe actual attendance rate (%) shall be calculated using the number of the Salary and Remuneration Committee meetings and the numbers of actual attendant during the term of service.
-
When election of independent directors is held before the end of the year, list the names of both the incoming and outgoing independent supervisors in the remark column with annotations specifying whether the independent directors are outgoing, incoming or re-elected, as well as the date of the election. The actual attendance rate (%) shall be calculated based on the number of meetings held during the member’s term in the compensation committee and the number of actual attendance of this member.
Note 1
(1) 2020Work Focus:
The Audit Committee held 10 meetings in 2020, mainly reviewing:
-
Annual financial report.
-
Assessment of the effectiveness of the internal control system.
-
Amend and establish the Company's internal control system.
-
Material assets or derivatives trading
-
Material loaning of funds, and provision of endorsements/guarantees
-
Assessment of the appointment and independence of the CPAs
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(II) 2020 Operation:
| Board of Directors |
Proposals and Follow-up Actions | Art. 14-5 of the Securities and Exchange Act |
Resolutions made by the Audit Committee and how the resolutions were dealt with by the Board of Directors. |
|---|---|---|---|
| 1st meeting in 2020 2020.01.10 |
1. Engagement in transaction of forward exchange derivatives. |
V | Approved by all members presented, proposed to the Board and approved by all directors presented at the meeting without any objection. (Resolutions passed by two-thirds of all Directors but yet to be approved by the Audit Committee) |
| 2nd meeting in 2020 2020.03.17 |
1. 2019 Business Report, Financial Statements and Consolidated Financial Statements. 2. To adopt 2019 deficit compensation. 3. 2019 Statement of Internal Control System. 4. Acting as joint guarantor and co-issuer of promissory notes for joint credit applications of subsidiaries 5. Engagement in transaction of forward exchange derivatives. |
V | |
| 3rd meeting in 2020 2020.05.06 |
1. 2020 assessment of the appointment and independence of the CPAs 2. Amendment to Internal Control System of the Shareholder Service Unit 3. Sale of part of the land held by the Company in Pingnan Industrial Park 4. Endorsement and guarantee for subsidiaries 5. Engagement in transaction of forward exchange derivatives. |
V | |
| 4th Meeting in 2020 2020.06.17 |
1. Addition of "Management of Procedures for Buying Back Treasury Shares" of Internal Control System "General Management" and amendment. 2. Engagement in transaction of forward exchange derivatives. |
V | |
| 5th Meeting in 2020 2020.07.15 |
1. Sold part of the land held by the Company in Pingnan Industrial Park. |
V | |
| 6th Meeting in 2020 2020.07.24 |
1. Participation in capital increase of subsidiary. 2. Engagement in transaction of forward exchange derivatives. |
V | |
| 7th Meeting in 2020 2020.09.23 |
1. Endorsements/Guarantees Provided for subsidiaries. |
V | |
| 8th Meeting in 2020 2020.11.09 |
1. Loaning Provided to subsidiaries. 2. Endorsements/Guarantees Provided for subsidiaries. 3. Engagement in transaction of forward exchange derivatives. |
V | |
| 9th Meeting in 2020 |
1. Sell the land of Pingnan Plant in Pingnan Industrial Park held bythe Company. |
V |
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| 2020.12.01 | 2. Participate in the capital increase of the subsidiary. |
||
|---|---|---|---|
| 10th Meeting in 2020 2020.12.28 |
1. 2021 Audit Plan 2. Amendment to the financial statement preparation process and internal audit implementation rules for "general management" of internal control. 3. Amendment to internal control "General Management" for supervision and management of subsidiaries and some provisions of "Supervision of Subsidiaries". 4. Engagement in transaction of forward exchange derivatives. |
V |
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(III) The state of the company's implementation of corporate governance, any variance from the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies, and the reason for any such variance.
| Assessed items | Current Operation(Note) | Current Operation(Note) | Current Operation(Note) | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed CompaniesandReasons |
|---|---|---|---|---|
| Y | N | Summary | ||
| I. Has the Company established and disclosed its code of practice on corporate governance based on "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies"? |
V |
In accordance with the latest amendments to the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies, the Company approved the amendment of the Corporate Governance Code by the Board of Directors on December 24, 2019. |
No significant difference is found between the Company's practices and Article 1 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
|
| II. The shareholding structure of the Company and shareholders' rights (I) Did the company establish an internal procedure for handling shareholder proposals, inquiries, disputes, and litigations? Are such matters handled according to the internal procedure? (II) Did the company maintain a register of major shareholders with controlling power as well as a register of persons exercising ultimate control over those major shareholders? (III) Did the company establish and enforce risk control and firewall systems with its affiliated businesses? (IV) Did the company stipulate internal rules that prohibit company insiders from trading securities using information not disclosed to the |
V V V V |
(I) The Company's Shareholder Service Department is a dedicated unit set up to handle suggestions from and disputes relating to shareholders. The Shareholder Service Section on the Company's website is also set up with contact information to facilitate shareholder contact and inquiry. (II) The Company has a a list of the major shareholders of the Company and the controlling parties of these shareholders. (III) The Company has established appropriate risk control mechanisms and firewalls in accordance with the Procedure for Supervision and Management of Subsidiaries, the Procedure for Lending and Guarantee, the Procedure for Acquisition and Disposal of Assets and Procedure for Management of Related-Party Transactions. (IV) The Company has set up the Procedure for |
(I) No significant difference is found between the Company's practices and Article 13 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. (II) No significant difference is found between the Company's practices and Article 19 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. (III) No significant |
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| Assessed items | Current Operation(Note) | Current Operation(Note) | Current Operation(Note) | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons |
|---|---|---|---|---|
| Y | N | Summary | ||
| market? | Handling of Internal Material Information to regulate internal practices. |
difference is found between the Company's practices and Article 14 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. (IV) No significant difference is found between the Company's practices and the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
||
| III. Organization and responsibilities of the Board of Directors (I) Has a policy of diversity been established and implemented for the composition of the Board of Directors? (II) In addition to Remuneration Committee and Audit Committee established according to law, has the Company voluntarily established other functional committees? (III) Does the Company establish performance evaluation methods and methods for the Board of |
V V |
V | (I) The specific management policies of the Board of Directors on the formulation of diversified policies regarding the composition of the members are as follows: The specific management policies of the Board of Directors on the formulation of diversified policies regarding the composition of the members are as follows: 1. The nomination and election of members of the Company's Board of Directors is conducted in accordance with regulations as stipulated in the Articles of Incorporation, wherein a candidate nomination system is adopted,the education and |
(I) No significant difference is found between the Company's practices and Article 20 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. (III) No significant difference is found between the Company'spractices |
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| Assessed items | Current Operation(Note) | Current Operation(Note) | Current Operation(Note) | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed CompaniesandReasons |
|---|---|---|---|---|
| Y | N | Summary | ||
| Directors, conduct performance evaluation annually and regularly, and report the results of performance evaluation to the Board of Directors, and apply these as the references of remuneration of Individual Directors and nomination and renewal? (IV) Does the Company regularly implement assessments on the independence of CPAs? |
V |
experience of candidates is evaluated, and practices are conducted in accordance with “Regulations Governing Election of Directors” and “Code of Conducts for Corporate Governance” for diversification and independence. 2. In order to strengthen corporate governance and promote the sound development of the composition and structure of the Board of Directors, the Company revised " Diversification of Board Members" in Article 20, Item 2 of the "Corporate Governance Best-Practice Principles" in 2019 states: The composition of the Board of Directors shall take into account the Company's operation style and business development needs, and shall evaluate various diversified aspects, like basic composition (such as gender, nationality, age, etc.), professional knowledge and skills (such as accounting, law, industry, finance, etc.). 3. The current Board of Directors consists of 7 directors, including 4 directors and 3 independent directors, with extensive experience and expertise in industry knowledge, international markets, finance and accounting, taxation, business and management. The company operates a multi-faceted policy, and the target percentage of board members with industrial experience and financial, tax and accounting expertise is 70% or more. Currently, five of the seven directors have the aforementioned experience, with a ratio of 71.4%. 4.The proportionof Directors withemployee status |
and Article 37 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. (IV) No significant difference is found between the Company's practices and Article 28 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
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| Assessed items | Current Operation(Note) | Current Operation(Note) | Current Operation(Note) | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed CompaniesandReasons |
|---|---|---|---|---|
| Y | N | Summary | ||
| in the Company is 29%, and the proportion of Independent Directors is 43%. The term of one Independent Directors are in the third term, the term of two Independent Directors is in the second term, and the age of three Directors is over 70 years old. Two are between 61 and 70 years old, and two are under 60 years old. Implementation of diversification of members of the Board of Directors: Please refer to (Note 1) (II) The Company set up functional Committees in compliance with relevant regulations. (III) The Company passed the performance appraisal method and its appraisal method at December 28, 2020 by Board of Directors, and conducts performance appraisal regularly every year, and the evaluation should be performed by an external professional independent agency at least every three years. The results of the performance appraisal in 2020 are superior to the standard. Please refer to the Company's website for relevant contents, which has been submitted to the Board of Directors on January 29, 2021 and can be used as a reference for nominating Directors. (IV) The Company assesses the independence of CPAs once every year. The result of the assessment was reported to and approved by the Board of Directors on May 5, 2021. It carried out assessment on the independence of CPA Ling-Wen Huang and CPA Shu-Man Tsai of the Crowe (TW) CPAs, bothofwhom are qualified |
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| Assessed items | Current Operation(Note) | Current Operation(Note) | Current Operation(Note) | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed CompaniesandReasons |
|---|---|---|---|---|
| Y | N | Summary | ||
| for being the Company's CPAs. Assessed items: 1. Not serving as a Director, Supervisor, managerial officer, or a position of significant influence, and not a stakeholder of the Company 2. No direct and indirect conflicts of interests with the Company 3. No profits gained from the Company's investments or interests shared with the Company 4. Not a natural person shareholder who directly or indirectly holds more than 1% of the total number of shares issued by Yieh Phui or is one of the top ten shareholders by shareholding 5. Not commissioned by the Company to audit and certify financial statement for seven consecutive years. 6. The accounting firm has issued the "Impartiality andIndependenceDeclaration Letter." |
||||
| IV. Is the listed and OTC company equipped with competent and appropriate number of corporate governance personnel, and designated corporate governance director to be responsible for corporate governance related matters (including but not limited to providing information required by directors and supervisors to carry out business, assisting directors and supervisors to comply with laws and regulations, managing meetings related matters of the Board of Directors and shareholders' meeting in accordance with laws, making |
V |
The finance department is a part-time corporate governance unit. March 31, 2019 The Board of Directors is in charge of corporate governance by designated the Executive Vice President as corporate governance officer. He has more than three years of experience in financial, stock or business management in public companies. His main powers are to assist in providing the information needed for the Directors to carry out their business, assist the Directors, complying with laws and regulations, and handle the Board of Directors and related matters of the shareholders' meetingaccordingto law,makingminutes of the |
No significant difference is found between the Company's practices and Article 3-1 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
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| Assessed items | Current Operation(Note) | Current Operation(Note) | Current Operation(Note) | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed CompaniesandReasons |
|---|---|---|---|---|
| Y | N | Summary | ||
| minutes of the Board of Directors and shareholders' meeting, etc.)? |
Board of Directors and shareholders' meeting, and other matters stipulated in the articles of association or contract. The corporate governance officer has completed 18 hours of training courses. Please refer to (Note 2) for the information of training courses. |
|||
| V. Has the company set up channels of communication for stakeholders (including but not limited to shareholders, employees, customers and suppliers), dedicated a section of your company's website for stakeholder affairs and adequately responded to stakeholders' inquiries on significant corporate social responsibility issues? |
V | With stakeholders either as a correspondent bank, other creditors, an employee, consumer, supplier, community, or a company, the Company makes available clear communication channels, respects and secures their interests guaranteed by law. The Company sets up a stakeholders' section with contact information of the various responsible units available on the official website, constructs questionnaires for stakeholders to understand the key issues they care about, so as to adjust the Company's operating policiesaccordingly. |
No significant difference is found between the Company's practices and Article 51 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
|
| VI. Does the Company commission professional shareholder services agency to hold Shareholders' Meeting and other relevant affairs? |
V | The Company’s shareholder service unit is staffed with professionals with required certification and continuing education to ensure that the shareholder meetings are legal, effective and safe. |
No significant difference is found between the Company's practices and Article 7 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
|
| VII. Information Disclosure (I) Did the company establish a website to disclose information on financial operations and corporate governance? |
V |
(I) The Company has set up a website for disclosure of information relating to the Company's operations, financial and corporate governance practices in Chinese and English. Investors can also view the information at the |
(I) No significant difference is found between the Company's practices and Article 57 of the |
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| Assessed items | Current Operation(Note) | Current Operation(Note) | Current Operation(Note) | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed CompaniesandReasons |
|---|---|---|---|---|
| Y | N | Summary | ||
| (II) Did the company adopt other means of information disclosure (such as establishing an English language website, delegating a professional to collect and disclose company information, implement a spokesperson system, and disclosing the process of investor conferences on the company website)? (III) Does the Company publish and report its annual financial report within two months after the end of a fiscal year, and publish and report its financial reports for the first, second and third quarters as well as its operating status for each month before the specified deadline? |
V |
V | Market Observation Post System (MOPS). (II) The Company has set up an English website and appointed dedicated personnel to handle information collection and disclosure. The Company has also set up a spokesperson system to ensure timely and adequate disclosure of the Company’s information. An investors conference was held in 2020, of which the video records are readily available on the Company's website. (III) The Company will gradually adjust its internal operations and announce financial reports earlier. |
Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. (II) No significant difference is found between the Company's practices and Article 57 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. (III) There are some differences was found between the Company's practices and Article 55 of the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies and the Company's practices. |
| VIII. Has the Company disclosed other information to facilitate a better understanding of its corporate governance (Including but not limited to employee's |
V | 1. For employee rights and benefits, please refer to Page132 2. The Company has set up an online platform with disclosure of the contact number and email of the |
No significant difference is found between the Company's practices and Article 39,47,49,50,51, |
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| Assessed items | Current Operation(Note) | Current Operation(Note) | Current Operation(Note) | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed CompaniesandReasons |
|---|---|---|---|---|
| Y | N | Summary | ||
| rights, employee care, investor relations, supplier relations, stakeholders' rights, further studies of Directors and Supervisors, implementation of risk management policies and measurement standards, implementation of customer policies and purchase of liability insurance for the Directors and Supervisors of the Company)? |
Shareholder Service Department to facilitate shareholder communication and information transparency, providing the suppliers and stakeholders an overview of the Company’s operations and practices. 3. The Company provides the directors updated information on laws and regulations and schedules of available opportunities for continuing education. 4. The Company at all time takes notice of and understands relevant laws and regulations as stipulated or amended by the competent authority, so as to minimize its potential operation risks. 5. The Company has purchased for directors a liability insurance policy, of which the extent of coverage and contents were reported to the Board of Directors on the Board Meeting held on May 5, 2021. 6. For the Company's "Directors' and Supervisors' Continuing Education", please refer to the Directors' Continuing Education section in this annual report. (Note 3) |
52, and 53 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
||
| IX. Please specify the Company's measures to improve the items listed in the corporate governance review result by Taiwan Stock Exchange's Corporate Governance Center and the improvement plans for items yet to be improved. (Leave blank if the company was not evaluated.) Evaluation Indicators Improved Did the Company attend or voluntarily hold investor conferences at least two times in the year being evaluated, and were the first and last investor conferences in the year held at least 3 months apart? A total of two investor conferences will be held in 2020. Evaluation Indicators Priority improvement and actions for items notyet |
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| Assessed items | Current Operation(Note) | Current Operation(Note) | Current Operation(Note) | Current Operation(Note) | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed CompaniesandReasons |
Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed CompaniesandReasons |
|
|---|---|---|---|---|---|---|---|
| Y | N | Summary | |||||
| improved | |||||||
| Does the Company establish an intellectual property management plan which is linked to operational targets, disclose the execution process on the Company's website or the Annual Report, and report to the Board of Directors at least once a year? |
In 2021, a plan will be proposed and presented to the Board of Directors. |
Note: Provide a brief description in the appropriate column, regardless whether yes or no is selected.
Note 1: Implementation status of diversification of members of the Board of Directors:
| Diversified core projects Name of Director |
Basic organization | Basic organization | Industry experience | Industry experience | Professional capabilities | Professional capabilities | Professional capabilities | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nationality | Gender | Concurrent positions in the Company |
Age | Term of office of Independent Directors |
Business management |
Sound business judgments |
Knowledge of the industry |
Leadership ability |
Accounting | Taxation | Finance | International Market Perspective |
|||||
| 50 to 60 |
61 to 70 |
70 to 80 |
Less than 3 years |
3 to 9 years |
Over 9 years |
||||||||||||
| I-Shou Lin | Taiwan, R.O.C. |
Male | V | V | V | V | V | V | V | ||||||||
| Lin-Maw Wu |
Taiwan, R.O.C. |
Male | V | V | V | V | V | V | V | ||||||||
| Ping-Yung Liang |
Taiwan, R.O.C. |
Male | V | V | V | V | V | ||||||||||
| Ching-Tsung Huang |
Taiwan, R.O.C. |
Male | V | V | V | V | V | V | V | V | |||||||
| Chin-Shu Sun |
Taiwan, R.O.C. |
Male | V | V | V | V | V | V | V | V |
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| Te-Yuan Yang |
Taiwan, R.O.C. |
Taiwan, R.O.C. |
Male | V | V | V | V | V | V | V | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Wen-I Chang |
Taiwan, R.O.C. |
Male | V | V | V | V | V | V | V | ||||||||||
| Note2:The continuing educationofthe Corporate Governance Officer:2019 to2020 | |||||||||||||||||||
| Title | Name | Date | Organizer | Course Name | Numberof Hours | ||||||||||||||
| Chief Corporate Governance Officer |
Yung-Hsien Chen |
September 18 |
AccountingResearchandDevelopmentFoundation | TotalValueManagement | 2 | ||||||||||||||
| Accounting Research and Development Foundation | Corporate Strategy in Response to the Climate Change and GlobalWarming |
2 | |||||||||||||||||
| Accounting Research and Development Foundation | Board of Directors and Supervisors’ Responsibilities andBoardPractices |
2 | |||||||||||||||||
| November 19 |
Taiwan Stock Exchange (TWSE) | Publicity meeting for effectively exerting the functions of Directors |
3 | ||||||||||||||||
| November 15 |
Taiwan Corporate Governance Association | The 15th International Forum on Corporate Governance - Directors' Financial Reporting Obligations, Global Institutional Investors' Active Role in Strengthening the Corporate Governance Ecology, the Application of Business Judgment Rules, the Implementation of Independent Director System, and the Performance of Independent Directors' Responsibilities |
6 | ||||||||||||||||
| February 21,2020 |
Taiwan Corporate Governance Association | Trend and Risk Management for Digital Technology andArtificial Intelligence |
3 | ||||||||||||||||
| Total | 18 |
Note 3: The continuing education of the Directors in 2020:
| Title | Name | Date | Organizer | Course Name | Numberof Hours |
|---|---|---|---|---|---|
| Chairman | I-Shou Lin | October 7 | Taiwan Corporate Governance Association | Trends and Challenges in Information Security Governance |
3 |
| Director | Lin-Maw Wu | October 7 | Taiwan Corporate Governance Association | New Thought of Intelligent PropertyManagement | 3 |
| Taiwan Corporate Governance Association | Trends and Challenges in Information Security Governance |
3 | |||
| Director | Ping-Yung Liang |
October 7 | Taiwan Corporate Governance Association | New Thought of Intelligent Property Management | 3 |
| Taiwan Corporate Governance Association | Trends and Challenges in Information Security Governance |
3 | |||
| Independent | Te-Yuan Yang | October 7 | Taiwan Corporate Governance Association | New Thought of Intelligent Property Management | 3 |
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| Director | Taiwan Corporate Governance Association | Trends and Challenges in Information Security Governance |
3 | ||
|---|---|---|---|---|---|
| Independent Director |
Chin-Shu Sun | August 24 | National Federation of CPA Associations of R.O.C. | Real Estate Trusts and Uniting the Base and Building | 6 |
| Independent Director |
Wen-I Chang | October 7 | Taiwan Corporate Governance Association | New Thought of Intelligent Property Management | 3 |
| Taiwan Corporate Governance Association | Trends and Challenges in Information Security Governance |
3 |
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(IV) Information on the Members of the Remuneration Committee
| Title (Note 1) |
Requirement Name |
Do the Directors have five or more years of work experience and the following professionalqualifications? |
Do the Directors have five or more years of work experience and the following professionalqualifications? |
Do the Directors have five or more years of work experience and the following professionalqualifications? |
Independence criteria (Note 2) | Independence criteria (Note 2) | Independence criteria (Note 2) | Independence criteria (Note 2) | Independence criteria (Note 2) | Independence criteria (Note 2) | Independence criteria (Note 2) | Independence criteria (Note 2) | Independence criteria (Note 2) | Independence criteria (Note 2) | Number of other publicly-listed companies concurrently serving as a member of the compensation committee |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Currently serving as an instructor or a higher post in a private or public college o runiversity in the field o fbusiness, law, finance, accounting, or the business sector of the Company |
Currently serving as ajudge, prosecutor, lawyer, accountant, or other professional practice or technician that must undergo national examinations and specialized license. |
Work experience necessary for business administer, legal affairs, finance, accounting, or business sector of the Company |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||
| Independent Director |
Te-Yuan Yang | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 1 | |||
| Independent Director |
Chin-Shu Sun | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 1 | |||
| Independent Director |
Wen-I Chang | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 1 |
-
Note 1: For title, please identify whether the person is a Director, Independent Director or other.
-
Note 2: Please put quotation mark the boxes below each criterion if a member meets these conditions within two years prior to being elected and during his/her term of service.
-
(1) Not an employee of the Company or any of its affiliates.
-
(2) Not a Director or Supervisor of the Company or any of its affiliates (the Independent Directors of the Company or its parent company, subsidiary or subsidiary of the same parent company established in accordance with this law or local laws and regulations are not subject to this restriction).
-
(3) Not a natural person shareholder who holds more than one percent (1%) of issued shares or is ranked top ten in terms of the total quantity of shares held, including the shares held in the name of the person’s spouse, minor children, or in the name of others.
-
(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the officers in the preceding (1), or of any of the above persons in the preceding (2) and (3).
-
(5) Not a director, supervisor, or employee of a corporate/institutional shareholder that directly holds five percent or more of the total number of issued shares of the Bank, ranks as its top five shareholders, or has representative director(s) serving on the company’s board as director(s) or supervisor(s) based on paragraph 1 or paragraph 2, Article 27 of the Company Law, except where the Bank and its parent company, subsidiaries or subsidiaries of the same parent are serving concurrently as independent directors set up in accordance with the Securities and Exchange Act or local laws.
-
(6) Not a director, supervisor, or employee of the bank of which the majority of board seats or voting shares is controlled by a company that also controls the same of the Bank, except where the Bank and its parent company, subsidiaries or subsidiaries of the same parent are serving concurrently as independent directors set up in accordance with the Securities and Exchange Act or local laws.
-
(7) Not a director, supervisor, or employee of a compay of which the chairman or CEO (or equivalent) themselves or their spouse also serve as the Bank’s chairman or CEO (or equivalent), except where the Bank and its parent company, subsidiaries or subsidiaries of the same parent are serving concurrently as independent directors set up in accordance with the Securities and Exchange Act or local laws.
-
(8) Not a director, supervisor, officer, or shareholder holding five percent or more of the shares of a
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specified company or institution that has a financial or business relationship with the Bank, except where a specific company or institution holds more than 20% of the total number of issued shares of the Bank and not more than 50% of the shares and is serving concurrently as independent directors set up in accordance with the Securities and Exchange Act or local laws.
-
(9) Not a member of Remuneration Committee, Public Tender Offer Review Committee, or Special Committee for Merger and Acquisition pursuant to Securities and Exchange Act or Business Mergers and Acquisitions Act, not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting services or consultation to the Bank or to any affiliate, or a spouse thereof, and the service provided is an “audit service” or a “non-audit service which total compensation within the recent two years exceeds NT$500,000”. This restriction does not apply to a member of the Remuneration Committee, Public Tender Offer Review Committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Securities and Exchange Act or to the Business Mergers and Acquisitions Act or related laws or regulations.
-
(10) Where none of the circumstances in the subparagraphs of Article 30 of the Company Act applies.
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Operations of the Remuneration Committee
-
I. There are three members in the Remuneration Committee of the Company.
-
II. Term of the Committee: June 21, 2019 to June 20, 2022. The Remuneration Committee held 2 meetings from January to March 2021 and 2 meetings (A) in 2020, in which the qualification and attendance of the Remuneration Committee members are stated as follows:
follows: |
|||||
|---|---|---|---|---|---|
| Title | Name | Times of attendance in person (B) |
Times of attendance by proxy |
Percentage of actual attendance (%) (B/A) (Note) |
Remarks |
| Convener | Te-Yuan Yang |
2 | 0 | 100% | Scope of Authority: Discuss and vote on matters related to remuneration at the Company, and submit proposals and recommendations to the Board of Directors. |
| Members | Chin-Shu Sun |
2 | 0 | 100% | |
| Members | Wen-I Chang |
2 | 0 | 100% |
Regular review of Remuneration:
The function of the Company's Remuneration Committee evaluates the Company's Directors and managers' remuneration policies and systems, and meets at least twice a year. . The Power of Remuneration Committee
(1) Establishes and periodically reviews the performance evaluation and policies, system, standards, and structure of the remuneration for Directors and managers.
(2) Evaluate remuneration paid to Directors and managers on a regular basis.
Information on Remuneration Committee Meeting:
To discuss and result of resolutions of the Remuneration Committee from 2020 to March 2021 and the Company's handling of opinions of the Committee:
| Date of Meeting |
Agenda | Result of Resolution |
The Company's actions in response to the opinions of the Remuneration Committee |
|---|---|---|---|
| The 2nd meeting of the 4th term 2020.01.10 |
1. Review the incentive bonuses for the Chairman and managers 2. Review of the year-end consolation fund for the independent directors, who are also a member of the Audit Committee 3. Review of the year-end consolation fund for the independent directors, who are also a member of the RemunerationCommittee |
All Directors present at the meeting adopted the resolution without dissidence |
Reporting to the Board of Directors All Directors present at the meeting adopted the resolution without dissidence |
| The 3rd meeting of the 4th term 2020.11.09 |
1. Review of the target, achievement and remuneration system and structure of directors and managers Review of the President's remunerationofthe Company |
All Directors present at the meeting adopted the resolution without |
Reporting to the Board of Directors All Directors present at the meeting adopted the resolution without dissidence |
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| dissidence | |||
|---|---|---|---|
| The 4th meeting of the 4th term 110.01.29 |
1. Review of the increase in employee salaries and wages, adjustment and amount of the Chairman's remuneration 2. Review of the 2020 year-end (including years of service) and performance bonus for the Chairman 3. Review of the year-end consolation fund for the independent directors, who are also a member of the Audit Committee 4. Review of the year-end consolation fund for the independent directors, who are also a member of the Remuneration Committee 5. Review of the annual increase in employee salaries and wages, adjustment and amount of the managerial officers' remuneration 6. Review of 2020 year-end (including years of service) and performance bonus for the Company's managerial officers. |
All Directors present at the meeting adopted the resolution without dissidence |
Reporting to the Board of Directors All Directors present at the meeting adopted the resolution without dissidence |
| The 5th meeting of the 4th term 110.03.24 |
1. Review of 2020 Company's employee compensation and director compensation distribution |
All Directors present at the meeting adopted the resolution without dissidence |
Reporting to the Board of Directors All Directors present at the meeting adopted the resolution without dissidence |
Other required disclosure:
I. If the Board of Directors does not adopt or amend the recommendations made by the Audit Committee, the date and session of the Board of Directors' meeting, resolutions, voting results and handling of opinions of the Remuneration Committee by the Company shall be disclosed (if the remuneration approved by the Board of Directors is better than that of the Remuneration Committee, the discrepancies and related reasons shall be stated): None
II. If the members of the Remuneration Committee have any dissenting opinion or qualified opinions on the resolutions of the Remuneration Committee, where such opinions are documented or issued through written statements, the date and session of the meeting of the Remuneration Committee, resolutions, all the members' opinions and handling of these opinions shall be stated: None
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(V) Corporate Social Responsibility (CSR), Deviations from "Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies
TWSE/GTSM Listed Companies |
||||
|---|---|---|---|---|
| Assessed items | Current Operation(Note 1) | Gaps with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and root causes |
||
| Y | N | Brief Description (Note 2) | ||
| 1. Has the Company assessed the environmental, social, and corporate governance risks related to its operations based on the principle of materiality and established related risk management policies or strategies? (Note 3) |
| In 2020, the Company conducted a questionnaire survey on 18 issues that may be of concerned by stakeholders, and identified 5 of them as the critical issues that stakeholders are most concerned: Operational Financial Performance, Corporate Governance, Compliance with Regulations, Occupational Health and Safety, Risk Management. Relevant Departments of the Company have completed risk identification on these five major issues and formulated management policies respectively, including policies or commitments, short, medium and long-term objectives, responsibility allocation, input of resources and specific action plans. For details please refer to 2020 Yieh Phui CSR report. |
Operations listed in the left column are referenced with Chapter II Exercising Corporate Governance of the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies. Results of actual implementation are listed below: No significant difference is found between the Company's practice and Article 9 of the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies. |
|
| II. Does the Company establish an exclusively (or part-time) dedicated unit for promoting Corporate Social Responsibility? Is the unit authorized by the Board of Directors to implement CSR activities at the executive level? Does the |
| To implement corporate social responsibility and sustainable business management, we integrate our core competencies into our social welfare activities to promote public welfare. Our achievements has been widely recognized by the society and created business |
No significant difference is found between the Company's practice and Article 9 of the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies. |
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unit report the progress of such activities to the Board of Directors?
opportunities and competitive for our corporation. The Company set up a Social Responsibility and Sustainable Development Committee chaired by the President as chairman. The Committee was organized with five functional taskforce and a secretariat office. Information on the functions of each taskforce and the responsible unit is further provided below:
- The Corporate Governance Taskforce is responsible for (1) internal control system (2) accounting system (3) operational performance (4) risk management (5) communication with banks (6) compliance; the Finance Division is responsible for coordination of the operations. 2. The Green Energy-saving Taskforce is responsible for energy-saving, water-saving, carbon emission reduction, waste reduction and green process; the Production Division is responsible for coordination of the operations.. 3. The Safety and Health Management Taskforce is responsible for environmental safety and health, disaster prevention and control, environmental protection, organization communication and environmental audit and
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improvements; The Health and Safety Division is responsible for coordination of the operations..
-
The Product Liability Taskforce is responsible for quality assurance, product environmental considerations and design, communication on product-related environmental issue, product safety, technology patents, customer satisfaction and supply chain management; The Technology Division is responsible for coordination of the operations.
-
The Employee and Social Engagement Taskforce is responsible for recruitment, employee training, labor relations, employee care, community engagement and charity events; the operations is coordinated by Administrative Department.
-
The Secretariat office and President Staff's Office act concurrently to implement CSR policies, track the progress of corporate social responsibility goals/policy implementation and compile the corporate social responsibility report. On May 20, 2020, the Board of Directors has reported to the Board of Directors on major themes and risk
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| execution. | ||||
|---|---|---|---|---|
| III. Environmental Issues (I) Has the Company referred to the nature of its industry to establish a suitable environment management system (EMS)? |
| (I) The Company mainly uses energy and resources such as steel, paint, zinc ingots, water, electricity and NG to produce galvanized and painted steel products, steel structures and lifting equipment. The waste water and process waste gas generated during the production process satisfy the mandated discharge standards after being properly handled through waste water and waste gas treatment facilities. For the treatment and disposal of solid industrial wastes, they shall be disposed by a licensed industrial solids waste treatment and disposal company according to the provisions of the Environmental Protection Law; the methods of shielding and isolation are used for noise control to ensure compliance with the Noise Control Act of the Environmental Protection Agency, the Company has strict standards for the use of raw materials, production processes emissions and noise controls to ensure the health of employees and the friendliness to the environment. Yieh Phui is the first steel company in Taiwan to obtain ISO 14001 environmental management system. With the mission of "global citizenship", Yieh Phui has been promotingindustrial waste reduction and |
(I) No significant difference is found between the Company's practice and Article 11 and 13 of the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies. |
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actively cooperating with the government's national policy of energy saving and carbon reduction by conducting in-plant greenhouse gas inventories and various energy saving and carbon reduction projects to reduce greenhouse gas emissions. With the continuous efforts of all the staff, Yieh Phui has obtained several environmental sustainability-related certifications (ISO 14001 Environmental Management System Certification, Greenhouse Gas Inventory Verification Statement, ISO 50001 Energy Management System Certification), and environmental-related awards. The latest certificate of ISO 14001 environmental management system certification is valid from October 24, 2020 to October 23, 2023; the latest certificate of ISO 50001 energy management system certification is valid from December 4, 2020 to December 3, 2023.
(2) No significant difference is found between Article 12, 13 and 16 of the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies.
Yieh Phui executes an environmental audit following the ISO 14001 Environmental Management System to identify the significant environmental issues, which is then followed up by a series of environment-related meetings to draft plans and set the goals and tracking targets for environmental management.
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| (II) Is the Company committed to improving usage efficiency of various resources and utilizing renewable resources with reduced environmental impact? |
| (II) Since its incorporation in 1988, Yieh Phui Enterprise Co., Ltd. keeps investing in equipment for control of pollution, promoting the use of clean energy, implementing manufacturing processes that prevent pollution, including: 1. RTO(Regenerative Thermal Oxidizer) 2. Waste Acid Recovery Equipment 3. Waste Management 4. Wastewater Recovery and Reuse Processes 5. Using natural gas, a clean fuel, as power source for the various manufacturing processes Yieh Phui Enterprise Co., Ltd. is committed to enhancing the utilization efficiency of the resources. Taking into consideration the impact on the ecology, the Company implements a series of operations to minimize the impact on the environment, including improving manufacturing processes to reduce the consumption of resources and energy, reducing use of hazardous substances, avoiding emission of environmental pollution and waste and handle waste properly, enhancing recyclability and reusability of raw materials and products to maximize sustainabilityof renewable |
(III) No significant difference is found between the Company's practice and Article 17 of the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies. (IV) No significant difference is found between Article 15, 16 and 17 of the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies. |
||
|---|---|---|---|---|---|
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| (III) Has the Company assessed the potential risks and opportunities arising from climate change at present and in the future and taken related countermeasures? (IV) Has the Company the calculated the greenhouse gas emissions, water consumption, and total weight of waste over the past two years and established the policies with regard to energy conservation and carbon reduction, greenhouse gas reductions, water consumption, and waste management? |
|
resources, extending use life of the products to cut down the burden on the environment and upgrading the efficiency of water resources to ensure sustainability of water resources. (III) The risks of climate change that the Company may face now or in the future are "flooding", "Drought and Water Shortage" and "Water, Electricity, Oil and Gas Supply", which may impact the company's operations, including the acquisition of raw materials, manufacturing and transportation safety etc. In terms of market opportunities, in order to reduce global carbon emissions, solar power related industries have begun to flourish. The demand for solar mounting racks will grow substantially in the future. For details, please refer to the Yieh Phui CSR Report 2020. (IV) Since 2014, the Company's production site has been inspected annually by government recognized greenhouse gas inspection agency. For other information about energy saving and carbon reduction, greenhouse gas reduction, water consumption or other waste management in 2020, please refer to the 2020 Yieh Phui CSR Report. |
||
|---|---|---|---|---|
| IV. Social Issues | Operations listed in the left column |
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(I) Has the company referred to relevant (I) The Company adopts human-based are referenced with Chapter IV laws and international human rights management, respects personal opinions Preserving Public Welfare of the instruments to stipulate relevant and abides by labor laws and Corporate Social Responsibility Best management policies and internationally recognized basic human Practice Principles for TWSE/TPEx procedures? rights principles. The employment policy Listed Companies. The following is based on the belief of "integrity and describes the details of the righteousness" without discrimination or implementation: any differential treatment in language, (I) No significant difference is attitude and behavior based on race, class, found between Articles 18 and language, thought, religion, party, native 19 of the Corporate Social place, birthplace, gender, sexual Responsibility Best Practice orientation, age, marriage, appearance, Principles for TWSE/TPEx facial features, physical and mental Listed Companies. disorders, constellation, blood type or (II) Has the Company established and previous union membership. offered proper employee benefits (II) In order to establish a harmonious working (including remuneration, leave, and environment, the Company will provide other benefits) and reflected the equal opportunities to employees in terms business performance or results in of remuneration, employment conditions, (II) No significant difference is employee remuneration training and promotion. According to the found between the Company's appropriately? labor laws and regulations, the employees practice and Article 21 of the shall not suffer from work overload and "Corporate Social risk due to long working hours; special Responsibility Best Practice leave shall be based on two hours Principles for TWSE/GTSM increments, and employees can choose to Listed Companies". take compensatory leave or overtime pay for overtime duty, so employees be able to attain the perfect balance between work and family. The Company was awarded the
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(III) Has the company provided employees with safe and healthy work environments as well as regular classes on health and safety?
"Outstanding Healthy Workplace Certificate" by the "National Health Agency of the Ministry of Health and Welfare" and the "Sports Department Sports Enterprise Certification" by Sports Administration Ministry of Education. The Company provides various kinds of subsidies and benefits, including subsidies in childbirth, marriage, travel, funeral and burial, hospitalization due to general injury or occupational injury, as well as student grants and incentives for employees' children.
The production and sales bonus shall be paid according to the Company's monthly production, marketing operation performance and personal performance. In addition, the annual performance bonus shall be paid according to the Company's annual profit and individual performance.
(III) Healthy and Safe Workplace
- Healthy and Safe management system Yieh Phui continues to run the occupational safety and health management system, and also continues to maintain the system's functional perfection. We also promote the company to obtain the ISO 45001 certification in 2020 with the continuous efforts of all colleagues. 2. Workplace safety
(III) No significant difference is found between the Company's practices and Article 20 of the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies.
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The project will introduce 14 topics on the industrial safety site. Through each topic, employees can understand the safety and health of the plant. Through the physical and physical experience, the Company will enhance the safety awareness and feeling of safety. A total of 660 people were trained in 2020.
- Various health and safety educational training
The Company enhances the safety and health knowledge and skills of its employees and cultivate them to develop the proper attitude of safety and health operations. A variety of pre-work and on-job safety and health educational training courses cater to our employees for multiple purposes. A total of 597 people were trained in 2020.
- Observation of incompatible (imperfect) points The supervisor of the unit will access the surveillance screen (priority) or cell phone recording (when there is no surveillance screen) to find out the inconsistencies in the work of colleagues through the video screen to continuously improve the safety of colleagues' work, and the content of the recording can also be used for education and training. The number of
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improvement cases in 2020 was 793, and the improvement ratio was 97.9%. 5. False incident reporting system
(IV) Has the Company established an effective competency career development training program for employees?
| (V) Has the Company followed relevant laws, regulations and international guidelines for the customer health and safety, customer privacy, and marketing and labeling of its products and services and established related consumer protection policies and grievance procedures? |
|
|---|---|
It is possible that any employee might be faced with many types of danger in various workplaces. The Company provides all units with a safe working environment those hazards are extinguished before the occurrence. A total of 2,870 cases of false proposal were reported in 2020.
- Monthly Activities of Work Safety
May 2 is the "Yieh Phui Safety Day." An expanded scale of morning seminar is presided by the President, and the award ceremony of "Highest Mountain of Safety" for each unit takes place at the seminar.
- Health management and promotion activities:
For the health of the employees, the hardware and software division set up a health scientific management center. The system has set up a world-class equipment and professional coach to provide employee consultation services. The Company has established a system record for employees' consultation and the software and software department will also be organized for a regular period of two years of service and the
(IV) No significant difference is found between the Company's practice and Article 21 of the "Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies".
(V) No significant difference is found between the Company's
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Group's employees' health and safety practice and Article 24 of the activities, and the Group will also "Corporate Social promote the health of the employees. Responsibility Best Practice (IV) Employee Training and Career Principles for TWSE/GTSM Development Listed Companies".
The Company has established a clear set of training system chart to offer diversified training in order to strengthen the skills of the staff from the new recruits to senior level staff. The training system will be further developed into a learning map for each position. For instance, a processing engineer will follow the map and start from fundamental capacity in the initial year. Through this, the Company will then arrange management courses according to departmental needs. In 2020, we promoted the succession/key talent program and conducted succession management courses for department supervisors. In addition, we developed a talent reserve program for employees at each rank who are eligible to retire. (V) The Company awarded the "QC 08000 IECQ HSPM Hazardous Substance Process Management Certification" in 2007. We are the 1st steel company in the world in compliance with the EU RoHS. From the purchase of raw materials to the storage (IV) Has the Company established the and transportation of products, including
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supplier management policies requesting suppliers to comply with laws and regulations related to environmental protection, occupational safety and health or labor rights and supervised their compliance?
packaging and labeling operations and the product specifications, everything complies with relevant regulations and international standards to ensure customer's health and safety.
The Company has the responsibility to (VI) No significant difference is protect the personal information of found between the Company's customers. Without the customer's practice and Article 26 of the authorization, it will never disclosure to "Corporate Social Responsibility third parties for use or use it without prior Best Practice Principles for notice, and it strictly manages customer TWSE/GTSM Listed information, protect customer privacy and Companies". abide by marketing ethics.
Yie Phui attaches great importance to the response and opinions of customers, and provides the best services to protect the interest of customers with the follows means:
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Set up customer service department and management system to ensure service quality and protect customers' interests.
-
Conduct regular customer satisfaction survey for internal assessment.
-
Provide complete pre-sale and post-sale services.
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Provide customers with complete product information and standardized contract.
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In 2020, due to COVID-19, the business unit adopted telephone and video conferencing services to customers, inquired customer feedback, listeedn to
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customers' suggestions, asked about product quality and usage and gave customers recommendations on using the product.
(VI) The Company has provided a "Safety, Hygiene and Environmental Protection Construction Management Specification" for suppliers. It requires suppliers to follow relevant regulations on issues such as environmental protection, occupational safety and health or labor human rights. The Company is the first in the world to be awarded "IECQ 0800000 HSPM Hazardous Substance Process Management Certification". It ensures that products meet the requirements of national environmental laws and regulations and is responsible for protecting the earth's environment. When signing a contract with a supplier, the Company may terminate the contract at any time in accordance with the Company's "Code of Integrity" in case of violation of the policies. V. Did the Company follows internationally The Company's corporate social responsibility No significant difference is found recognized guidelines to prepare and report follows the guidelines of the Global between the practices of the publish reports such as its Corporate Reporting Initiative (GRI) guidelines "Company and Article 9 of the Social Responsibility Report disclosing (Standard) and is compiled with the core option Corporate Social Responsibility Best non-financial information of the disclosure principles. Also refer to the ISO Practice Principles for TWSE/GTSM Company? Has the Company received 26000 Social Responsibility Standards Guide, Listed Companies".
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assurance or certification of the aforesaid "United Nations Global Compact (UNGC)", reports from a third party accreditation and United Nations Sustainable Development institution? Goals (SDGs). The 2020 Corporate Social Responsibility Report Committee was verified by Afnor Asia, and the verification results were in accordance with the AA 1000AS2008 guarantee standard, type 1 intermediate guarantee level.
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VI. Where the Company has stipulated its own Best Practices on CSR according to the "Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies", please describe any gaps between the prescribed best practices and actual activities taken by the Company: Yieh Phui Enterprise established the "Corporate Social Responsibility Best Practice Principles" on May 6, 2020. In general, the implementation status of the Company's corporate social responsibility practices conform to the corporate social responsibility best practice principles, as disclosed in the "Status of corporate governance operations, and deviation with the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and the reasons" section above.
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VII. Other important information helpful in understanding CSR operation:
Yieh Phui Enterprise discloses the results of implementation of corporate social responsibility practices in the annual financial reports of the respective year and updates the latest news in the Company's external website from time to time, providing an overview on the status of implementation of corporate social responsibility and results to the stakeholders.
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Note 1: If "Yes" under the "Status of Operations" is ticked off, please explain the key policies, strategies, and measures adopted and their implementation results; if "No" is ticked off, please give the reason and specify related policies, strategies, and measures to be adopted in the future.
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Note 2: Companies who have compiled CSR reports may specify the ways to access the CSR and the page numbers of the cited content in place of the above-requested description.
-
Note 3: The principle of materiality refers to environmental, social and corporate governance issues that have significant impacts on the company's investors and other stakeholders.
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(VI) The situation and reasons for the implementation of integrity management and the difference with the listed Company's code of integrity management
| Assessed items | Current Operation(Note) | Current Operation(Note) | Current Operation(Note) | Gaps with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, and the cause of the said gaps |
|---|---|---|---|---|
| Y | N | Summary | ||
| I. Formulating Policies and Plans for Integrity Operation (I) Has the Company established the ethical corporate management policies approved by the Board of Directors and specified in its rules and external documents the ethical corporate management policies and practices and the commitment of the Board of Directors and senior management to rigorous and thorough implementation of such policies? (II) Has the Company established a risk assessment mechanism against unethical conduct, analyze and assess on a regular basis business activities within its business scope which are at a higher risk of being involved in unethical conduct, and establish prevention programs accordingly, which shall at least include the preventive measures specified in Paragraph 2, Article 7 of the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies"? (III) Has the Company specified in its prevention programs the operating procedures, guidelines, |
|
| (I) The Company's Board of Directors approved the Yieh Phui Corporate Management Best Practice Principles in 2016, setting a policy of ethical business practices under the models of honesty, transparency and responsibility and establishing a good corporate governance and risk control mechanism to create a business environment for sustainable development. (II) Employees involved in finance, business and procurement shall submit "Employee Guarantee" and the current employees shall renew it every three years. If the employees fail to submit or renew the "Employee Guarantee" every three years, they shall apply for "Personnel Guarantee Insurance". (III) The Company has set up the Employee Work Rules and Guidelines for Employee Incentives, |
(I) No significant difference is found between the Company's practices and Article 5 of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies. (II) No significant difference is found between the Company's practices and Article 7 of the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies". (III) In contrast to Articles 6 and 7 of the "Code of Good Faith |
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| Assessed items | Current Operation(Note) | Current Operation(Note) | Current Operation(Note) | Gaps with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, and the cause of the said gaps |
|---|---|---|---|---|
| Y | N | Summary | ||
| punishments for violations, and a grievance system and implemented them and review the prevention programs on a regular basis? |
Reward and Punishment, so as to provide a norm for employees’ behavior in the Company. |
Management for Listed OTC Companies", it is currently stated that the operating procedures only regulate employees. |
||
| II. Implementation of ethical business operations (I) Has the Company evaluated ethical records of its counterparty? Does the contract signed by the Company and its trading counterparty clearly provide terms on ethical conduct? (II) Has the Company set up a dedicated unit under the Board of Directors to promote ethical corporate management and regularly (at least once every year) report to the Board of Directors the implementation of the ethical corporate management policies and prevention programs against unethical conduct? (III) Has the company established policies preventing conflict of interests, provided proper channels of appeal, and enforced these policies and channels |
|
| (I) The Company's Procedure for Procurement Management specifies a clause of termination or cessation for unethical conducts in the purchase agreement. (II) The Company’s Ethical Corporate Management Best Practice Team is the dedicated unit (formed by the President Staff’s Office, the Finance Division and HR Division) set up for operations and supervision of corporate management practices, including revision, implementation, interpretation, consultation, reporting and filing of ethical corporate business best practice related operating procedures and code of conducts. There were no unethical conducts in 2020. (III) The Company set up the Code of Conduct, by which the Directors, Supervisors and managers |
(I) No significant difference is found between the Company's practices and Article 9 of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies. (II) In contrast to Article 17 of the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies", the Company has not yet reported to the Board of Directorsthis year |
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| Assessed items | Current Operation(Note) | Current Operation(Note) | Current Operation(Note) | Gaps with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, and the cause of the said gaps |
|---|---|---|---|---|
| Y | N | Summary | ||
| accordingly? (IV) Has the Company established effective accounting systems and internal control systems to implement ethical corporate management and had its internal audit unit, based on the results of assessment of the risk of involvement in unethical conduct, devise relevant audit plans and audit the compliance with the prevention programs accordingly or entrusted a CPA to conduct the audit? (V) Does the Company regularly organize internal and external training for ethical corporate management? |
|
are bound to act in the best interest of the Company, deal with official business in an objective and effective way and refrain their spouse, parents, children or relative within the second-degree of kinship from gaining improper benefits using their positions in the Company. The Directors, Supervisors and managers shall follow the Procedure for the Board of Directors Meeting when discussing proposal and shall abstain from discussions and voting if found to be in conflict of interests. (IV) The Company set up an accounting system and an internal control system. In addition to audit activities conducted by the commissioned CPA, the Company's internal audit unit also implements regular audit plan every year. (V) The HR Division provides information on the Company’s work rules and guidelines for rewards and punishments during new employee education and training courses. Employees involving in the Company’s financial operations are required to participate in the ethical business best practice related courses organized by the Taiwan Stock Exchange Corporation to meet |
its ethical corporate management policy, plan for preventing unethical conducts and its supervision and implementation. (III) No significant difference is found between the Company's practices and Article 19 of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies. (IV) No significant difference is found between the Company's practices and Article 20 of the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies". |
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| Assessed items | Current Operation(Note) | Current Operation(Note) | Current Operation(Note) | Gaps with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, and the cause of the said gaps |
|---|---|---|---|---|
| Y | N | Summary | ||
| compliance with relevant regulations. | (V) No significant difference is found between the Company's practices and Article 22 of the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies". |
|||
| III. Operation of whistle-blowing mechanism in the company (I) Has the company established concrete whistle-blowing and reward systems and accessible whistle-blowing channels? Does the company assign a suitable and dedicated individual for the case being exposed by the whistle-blower? (II) Has the Company established the standard operating procedures for investigating reported misconduct, follow-up measures to be adopted after the investigation, and related confidentiality mechanisms? |
|
| (I) The Company set up the whistle-blower incentive standards in the Employee Work Rules and the Guidelines for Reward and Punishment. In addition to the Company's internal network, any named employee and individual not working in the Company may report directly to the corporate governance unit. The corporate governance unit assigns a dedicated personnel to handle the matters. (II) The standard operating procedures (SOP) and relevant systems of confidentiality for investigating the case being exposed by the whistle-blower is under developing. |
Compared with Article 23 of the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies", there is still no standard operating procedures (SOP) and relevant systems of confidentiality for investigating the case being exposed by the whistle-blower. |
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| Assessed items | Current Operation(Note) | Current Operation(Note) | Current Operation(Note) | Gaps with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, and the cause of the said gaps |
|---|---|---|---|---|
| Y | N | Summary | ||
| (III) Has the company adopted protection against inappropriate disciplinary actions for the whistle-blower? |
|
(III) No incident of inappropriate actions against the whistle-blower has occurred in the Company. |
||
| IV. Strengthening information disclosure Does the Company disclose its ethical corporate management policies and the results of its implementation on the Company’s website and MOPS? |
|
(1) The Company's Board of Directors has passed the "Yieh Phui Enterprise Co., Ltd." and announced the "Ethical Corporate Management Best Practice Principles" in 2016, and disclosed it on our website. |
Difference from Article 25 of the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies", the Company has set up the Yieh Phui Corporate Management Best Practice Principles, but quantified data arenotyet available. |
|
| V. Where the Company has stipulated its own best practices on ethical corporate management according to the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies", please describe any gaps between the prescribed best practices and actual activities taken by the Company: The Company has set up the Yieh Phui Corporate Management Best Practice Principles. In general, the content conforms with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. |
||||
| VI. Other information helpful to understand the integrity operation of the company: (e.g., the company's amendment of its principles of integrity operation) The Company revised the content of the original work rules based on the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies to make it more complete and conform to the principles of ethical practices. |
Note: Provide a brief description in the appropriate column, regardless whether yes or no is selected.
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(VII) If the Company has set up corporate governance principles and relevant rules, the Company shall disclose methods for inquiry: The Company has set up relevant corporate governance procedures and guidelines, including Corporate Social Responsibility Best Practice Principles, Audit Committee Charter, Corporate Social Responsibility Best Practice Principles, Rules of Procedure for Shareholders Meetings, Rules of Procedure for Board of Directors Meetings, Remuneration Committee Charter, Codes of Ethical Conduct, Ethical Corporate Management Best Practice Principles, Rules Governing the Scope of Powers of Independent Directors, Self-Evaluation or Peer Evaluation of the Board of Directors. The information can be found on the MOPS; please see the cover of this annual report for the web link.
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(VIII) Other important information to facilitate better understanding of the Company's corporate governance activities may be disclosed here:
1. The Company has set up the "Procedures for Handling Material Inside Information", which is made available through the Company's internal website for free browsing by the directors, managers and all employees.
2. For details on the Company's corporate governance operations, please refer to page42 of this annual report or visit the MOPS; please see the cover of this annual report for the web link.
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(IX) The following information relating to implementation of the internal control system shall be disclosed:
1. The Company's Internal Control Statement
Yieh Phui Enterprise Co., Ltd. Statement of Internal Control System
Date: March 24, 2021
Aurora makes the following statement according to the self-evaluation conducted of the internal control system in 2020:
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I. The Company acknowledges that the establishment, implementation and conservation of the internal control system are the responsibilities of the Board of Directors and the managers of the Company. The Company has constructed such system. The objectives of the internal control system include achieving various objectives in business benefits and efficiency (including profitability, performance, and protection of assets and safety); ensuring the reliability, timeliness, transparency, and regulatory compliance of reporting; and providing reasonable assurance.
-
II. The internal control system has inherent constraints, and no matter how comprehensive its design may be, an effective internal control system is only capable of providing adequate assurance for achieving the above-mentioned objectives. Moreover, the effectiveness of the internal control system may be altered from changes in the environment and under different situations. Nevertheless, the Company's internal control system contains self-monitoring mechanisms, and the Company takes immediate remedial actions in response to any identified deficiencies.
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III. The Company assesses for the effectiveness of the internal control system's design and practices through the effectiveness of internal control system, as stated in the "Protocols and Measures for the Establishment of Internal Control System in Publicly Listed Companies" (hereinafter referred to as "the Protocols"). The criteria adopted by the Regulations identify five key components of managerial internal control:(1) Control Environment;(2) Risk Assessment; (3) Control Activities; (4) Information and Communication; and(5) Monitoring Activities. Each constituent element includes a number of categories. Please refer to The Regulations for the aforementioned categories.
-
IV. The Company has evaluated the design and operating effectiveness of its internal control system according to the aforesaid Regulations.
-
V. In accordance with the aforementioned evaluation, Aurora has found that the design and implementation of the internal control system (including the assessment and management of subsidiaries), as of December 31, 2020, including the efficacy of understanding operations, the efficiency of achievement of objectives, reliability in reporting, timeliness, and compliance with the relevant guidelines and laws, are effective and can reasonably provide assurance of the aforesaid goals.
-
VI. This Statement will be an integral part of the annual report and the prospectus of the Company and disclosed. If the aforementioned content contains illegal matters such as any fraudulent or hidden information, the Company will be in question of breaching Articles 20, 32, 171, and 174 in the Securities and Exchange Act and face legal consequences.
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VII. The Statement has been resolved by the Company's Board of Directors on March 24, 2021. All of the seven Directors presented at the meeting approved the content of this statement.
Yieh Phui Enterprise Co., Ltd.
Chairman of the Board: I-Shou Lin Signature
President: Lin-Maw Wu Signature
2. Any CPA commissioned to conduct a project review of the ICS shall disclose the CPA’s audit report: None.
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(X) Any legal penalty enacted upon this Company, any penalty imposed to its personnel by the Company for violation of internal control rules, major fallacies and status of improvements in the most recent year up to the publication date of this report: None.
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(XI) Significant resolutions made in/by the Shareholders' Meeting and the Board of Directors in the most recent fiscal year up to the date of publication of this Annual Report:
1. Shareholders' Meeting
| Number of times |
Time of Meeting |
Material resolution | Status of implementation |
|---|---|---|---|
| 2020 Shareholders' Meeting |
June 18, 2020 |
Reports Issues: 1. 2019 Business Report 2. 2018 Audit Committee's Review Report 3. Report on repurchase of ordinary shares. |
Not applicable |
| Approved Items: 1. Recognition of 2019 Final Accountrs 2. To adopt 2019 deficit compensation. |
Yieh Phui had followed the decision to post it on the web site of the company on June 18, 2020. |
||
| Topics for Discussion: 1. To discuss the amendment to the Company's "Rules of Procedure for Shareholders' Meetings." |
Yieh Phui had posted it on the company web site on June 18, 2020 and will follow the revised procedures. |
||
| 2. To discuss the amendment to the Company's "Articles of Incorporation." |
The change of the number of shares by Official Letter No. 10901118540 approved by the Ministry of Economic Affairs was registered and announced on the Company's website on July 7,2020. |
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2. Board of Directors Meeting
| Number of times |
Time of Meeting |
Material resolution |
|---|---|---|
| 1st Meeting Board of Directors |
January 10, 2020 |
1. To discuss of 2020 Business Plan. |
| 2. To discuss the 2019 annual (including years of service) and special incentive bonuses for the Chairman approved by the Remuneration Committee. |
||
| 3. To discuss the year-end consolation fund approved by the Company's Remuneration Committee for Independent Directors concurrentlyservingas Audit Committee members. |
||
| 4. To discuss the year-end consolation fund approved by the Company's Remuneration Committee for Independent Directors concurrentlyservingas Renumeration Committee members. |
||
| 5. To discuss the 2019 annual (including years of service) and special incentive bonuses for the managers approved by the Remuneration Committee. |
||
| 6. To discuss the Company’s intent to engage in the derivatives transactions. |
||
| 2nd Meeting Board of Directors |
March 13, 2020 |
1. In order to protect the Company's credit and shareholders' rights, we intend to repurchase the Company's shares on the centralized trading market in accordance with Article 28-2 of the Securities and Exchange Act and "Regulations Governing Share Repurchase byExchange-Listed and OTC-Listed Companies". |
| 3rd Meeting Board of Directors |
March 17, 2020 |
1. To discuss 2020 Shareholders' Meeting. |
| 2. Proposed 2019 Business Report, Financial Statements and Consolidated Financial Statements. |
||
| 3. To adopt 2019 deficit compensation. |
||
| 4. To discuss the amendment to the "Rules of Procedure for Shareholders' Meetings." |
||
| 5. To discuss the amendment to the "Rules of Procedures for Board of Directors' Meetings." |
||
| 6. To discuss the amendment to the "Audit Committee Charter." |
||
| 7. To discuss the amendment to the "Remuneration Committee Charter." |
||
| 8. To discuss the amendment to the "Articles of Incorporation." |
||
| 9. The right to accept shareholder proposals at the 2020 Annual General Meetingof Shareholders |
||
| 10. 2019 Statement of Internal Control System. | ||
| 11. Matters respectingthe Companyactingasjointguarantor and |
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| co-issuer of promissory notes for joint credit applications ofsubsidiaryYieh Phui(HongKong)Holdings Limited. |
||
|---|---|---|
| 12. To discuss the Company's intent to engage in the forward exchange derivatives transactions. |
||
| 4th Meeting Board of Directors |
May 6, 2020 | 1. To discuss the payments paid to CPAs for 2020, and to assess their independence. |
| 2. To discuss the amendment to "Corporate Social Responsibility Best Practice Principles." |
||
| 3. Amendment to the Company's "Internal Control System of the Shareholder Service Unit." |
||
| 4. Proposed to sell part of the land of Pingnan Plant in Pingnan Industrial Park held by the Company to Taoyuan Environment Scientific Co.,Ltd. |
||
| 5. Proposed to sell part of the land of Pingnan Plant in Pingnan Industrial Park held by the Company to Zhao Heng Energy TechnologyCo.,Ltd. |
||
| 6. Ratification for the Company’s endorsements/guarantees of NT$180 million for Shin Yang Steel Co., Ltd. (Shin Yang Co. hereinafter). |
||
| 7. Ratification for the Company’s endorsements/guarantees of NT$200 million for Shin Yang Steel Co., Ltd. (Shin Yang Co. hereinafter). |
||
| 8. To discuss the Company's intent to engage in the forward exchange and interest rate swaps derivatives transactions. |
||
| 5th Meeting Board of Directors |
June 17, 2020 | 1. To discuss the establishment of "Procedures for Buying Back TreasuryShares" |
| 2. To discuss the addition of "Management of Procedures for Buying Back Treasury Shares" of Internal Control System "General Management" and amendment. |
||
| 3. To discuss the Company's 2020 Corporate Social Responsibility Report |
||
| 4. To discuss the Company's intent to engage in the forward exchange and interest rate swaps derivatives transactions. |
||
| 6th Meeting Board of Directors |
July 15, 2020 | 1. Proposed to sell part of the land held by the Company at the Pingnan Plant in Pingnan Industrial Park. |
| 7th Meeting |
July 24, 2020 | 1. To discuss the Company intends to participate in the capital increase of Great Emperor Hotel Co. Ltd.(hereinafter referred to |
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| Board of Directors |
as Great Emperor). | |
|---|---|---|
| 2. To discuss the Company's intent to participate in the capital increase case of Zhenhua International Co., Ltd. (hereinafter referred to as Zhenhua). |
||
| 3. To discuss the Company's intent to engage in the forward exchange andinterestrate swaps derivatives transactions. |
||
| 8th Meeting Board of Directors |
August 4, 2020 |
1. To discuss the cancelation of treasury shares buyback and stipulating the base date for capital reduction. |
| 9th Meeting Board of Directors |
September 23, 2020 |
1. To discuss the resignation of the Company's President. |
| 2. To discuss the dismissal of Mr. Lin-Maw Wu as the spokesperson of the Company. |
||
| 3. Ratification of the Company’s endorsements/guarantees of NT$300 million for Shin Yang Steel Co., Ltd. (Shin Yang Co. hereinafter) |
||
| 10th Meeting Board of Directors |
November 9, 2020 |
1. To discuss the appointment of Mr. Lin-Maw Wu as the President. |
| 2. To discuss the appointment of the spokesperson and deputy spokesperson of the Company. |
||
| 3. To discuss the performance goals of the Directors and managers and the salary and remuneration system and structure proposed bythe Company's Remuneration Committee. |
||
| 4. To discuss the loan with United Brightening Development Corp. (hereinafter referred to as United Brightening). |
||
| 5. The Company's intent to endorsements/guarantees for Shing Yang Steel Co., Ltd. (hereinafter referred to as Shing Yang) in the amount of NT$100 million. |
||
| 6. To discuss the Company’s intent to engage in the derivatives transactions. |
||
| 11th Meeting Board of Directors |
December 1, 2020 |
1. Proposal of sale of the land of Pingnan Plant in Pingnan Industrial Park held bythe Company. |
| 2. To discuss the Company intends to participate in the capital increase of Great Emperor Hotel Co. Ltd. (hereinafter referred to as Great Emperor). |
||
| 3. To discuss the Company's appointment of Mega International Commercial Bank as the coordinating bank for the formation of a syndicate of creditors. |
||
| 12th Meeting Board of Directors |
December 28, 2020 |
1. To discuss 2021 Audit Plan. |
| 2. To discuss the amendment to the financial statement preparation process and internal audit implementation rules for "General |
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| Management" of internal control. | ||
| 3. To discuss the amendment to internal control "General Management" for supervision and management of subsidiaries and some provisions of "Regulations for Supervision of Subsidiaries" |
||
| 4. To discuss the amendment to the "Self-Evaluation or Peer Evaluation of the Board of Directors" and "Rules Governing the Scope of Powers of Independent Directors." |
||
| 5. Discussion of the Company’s intention to engage in transaction of financial derivatives. |
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(XII) Major contents of any dissenting opinions on record or stated in a written statement made by Directors or Supervisors regarding key resolutions of the Directors' Meeting in the most recent year up to the publication date of this report: None.
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(XIII) In the most recent fiscal year and as of the date of publication of the Annual Report, a summary of the resignation and dismissal of the Company personnel including Chairman, President, accounting managers, finance managers, internal auditing managers and R&D managers: None
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V. Information on the CPA Expenses:
Accountant Fees by Range (Please tick a range or fill in the amount)
| Accounting Firm | Name of CPA | Name of CPA | Auditing Period | Remarks |
|---|---|---|---|---|
| Crowe Horwath China Certified Public Accountants |
Ling-Wen Huang |
Tsai Shu-Man |
January 1, 2020 to December 31, 2020 |
Note: Where this Company replaces the CPA or accounting firm, please list the audit periods of the former and succeeding CPAs or firms and the reason for the replacement in the remark column.
Unit: NTD thousands
| Category of Fees Interval of the amount |
Category of Fees Interval of the amount |
Audit Fees | Non-Audit Fees |
Total |
|---|---|---|---|---|
| 1 | Less thanNT$2,000 thousand | | 1,610 | |
| 2 | 2,000 thousand (inclusive) to 4,000 thousand NTD |
|||
| 3 | NT$4,000 thousand (inclusive) to NT$6,000 thousand |
| 4,050 | |
| 4 | NT$6,000 thousand (inclusive) to NT$8,000 thousand |
|||
| 5 | NT$8,000 thousand (inclusive) to NT$10,000 thousand |
|||
| 6 | OverNT$10,000 thousand (inclusive) |
Information on CPA Expenses
Unit: NT$ thousands
| Account ing Firm |
Name of CPA |
Audit Fees |
Non-Audit Fees | Non-Audit Fees | Non-Audit Fees | Auditing period |
Remarks | ||
|---|---|---|---|---|---|---|---|---|---|
| System design |
Business registratio n |
Human resource |
Misc. (Note2) |
Subtota l |
|||||
| Crowe Horwath China Certified Public Account ants |
Ling-We n Huang |
4,050 | 0 | 14 | 0 | 1,596 | 1,610 | January 1, 2020 to December 31, 2020 |
IFRS 9 conversion consultancy fee NT$451,000, transfer pricing report review fee NT$ 350,000, consolidated and individual English financial statements fee NT$325,000, group report NT$200,000, individul report NT$150,000 and other NT$120,000. |
Tsai Shu-Ma n |
Note 1: Where this Company replaces the CPA or accounting firm, the auditing periods of the former and successor CPA or firm shall be annotated separately with the reason for replacement noted. The accounting and non-accounting fees paid to the former and successor CPA or firm shall also be disclosed.
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- Note 2: Non-audit fees shall be annotated separately in various service items. If the Others column in non-audit fees reaches 25% of the total non-audit fees, the service details should be listed in the Remarks column.
VI. Information on replacement of certified public accountants: None
-
VII. The Company's Chairman, President, Manager of Finance or Accounting who has worked in CPA Firms or their Affiliates within the latest Fiscal Year: None.
-
VIII. Transfer or Pledge of Equity by the Company's Directors, Executive Officers and Shareholders with more than 10% of the Company's Shares: 1. Transfer of shares and changes in equity pledge relating to the Directors, managers and primary shareholders
| Title | Name | 2020 | 2020 | As of March 31 of the current year |
As of March 31 of the current year |
|---|---|---|---|---|---|
| Number of Shares Held Increase (decrease) |
Increase (decrease) in equity pledges Increase (decrease) |
Number of Shares Held Increase (decrease) |
Increase (decrease) in equity pledges Increase (decrease) |
||
| Director | Lin-Maw Wu | 65,049 | - | - | - |
| Manager | Hsien-Tung Liu | (207,708) | - | - | - |
| Manager | Chen-Wu Chang | (820) | - | - | - |
| Manager | Cheng-Feng Wu | (1,000) | - | - | - |
| Manager | Chiu-Lin Pan | - | - | 78,800 | - |
| Manager | Hui-Jung Liao | - | - | (8,000) | - |
| Manager | Hui-Fung Li | (18,000) | - | (21,000) | - |
| Manager | Wen-I. Weng | (21,000) | - | - | - |
| Manager | Tien Ming-Chi | (6,134) | - | - | - |
| Manager | Wen-Chao Huang | 44,969 | - | - | - |
| Manager | Tian-fu Hong | 15,373 | - | ||
| Manager | Cheng-Yen Hsieh | 39,714 | |||
| Major Shareholder |
Yieh United Steel Corporation (YUSCO) |
- | 14,500,000 | - | (38,000,000) |
| Shares held in the names of other persons |
Li Hui Development Co., Ltd. | - | (2,000,000) | - | - |
Note: Increase in the number of shares held by Lin-Maw Wu, Wen-Chao Huang, Tian-fu Hong, Cheng-Yen Hsieh and Chiu-Lin Pan have been transferred in from the employee share trust.
2. Equity Transfer Information: Not applicable. 3. Equity pledge information: Not applicable.
-87-
IX. Information on the Top 10 Holders of the Company's Shares Who Are Identified as Related Parties, Spouse or Relative within Second-Degree of Kinship:
Relationship information between 10 largest shareholders
April 26, 2021
| Name (Note 1) | Shares held personally when elected | Shares held personally when elected | Shares held by spouse or minor children |
Shares held by spouse or minor children |
Shares held in others'; names | Shares held in others'; names | NAME AND RELATIONSHIP BETWEEN THE COMPANY’S TOP TEN SHAREHOLDERS, OR SPOUSES OR RELATIVES WITHIN TWO DEGREES(NOTE 3) |
NAME AND RELATIONSHIP BETWEEN THE COMPANY’S TOP TEN SHAREHOLDERS, OR SPOUSES OR RELATIVES WITHIN TWO DEGREES(NOTE 3) |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | Shareholding ratio |
Number of Shares |
Shareh olding ratio |
Number of Shares |
Shareholdi ng ratio |
Type | Relations | ||
| (1) Yieh United Co., Ltd. Representative: I-Shou Lin |
302,105,336 | 15.98% | - | - | 111,143,993 | 5.88% | Weiqiao Investment Development Co., Ltd. E-Da Hospital Wei Hong Investment and Development Co., Ltd. Xinglong Investment Development Co., Ltd. Lian Shuo Investment Development Co., Ltd. Chi Yi Investment Co.,Ltd. |
Chairman is the same person |
|
| Kuo Chiao Investment and Development Co., Ltd. Li Hui Development Co.,Ltd. |
It's director is the Chairman of Yieh United |
||||||||
| Ta Ching Motor Industrial Co., Ltd. | Its Director is the Chairman of Yieh United. |
||||||||
| (2) Wei Chiao Investment Development Co., Ltd. Representative: I-Shou Lin |
205,719,551 | 10.88% | - | - | - | - | Yieh United Steel Corporation (YUSCO) E-Da Hospital Wei Hong Investment and Development Co., Ltd. Xinglong Investment Development Co., Ltd. Lian Shuo Investment Development Co., Ltd. Chi Yi Investment Co.,Ltd. |
Chairman is the same person |
|
| Kuo Chiao Investment and Development Co., Ltd. Li Hui Development Co.,Ltd. |
It's director is the Chairman of Wei Chiao |
||||||||
| Ta ChingMotor Industrial Co.,Ltd. | - |
-88-
| Name (Note 1) | Shares held personally when elected | Shares held personally when elected | Shares held by spouse or minor children |
Shares held by spouse or minor children |
Shares held in others'; names | Shares held in others'; names | NAME AND RELATIONSHIP BETWEEN THE COMPANY’S TOP TEN SHAREHOLDERS, OR SPOUSES OR RELATIVES WITHIN TWO DEGREES(NOTE 3) |
NAME AND RELATIONSHIP BETWEEN THE COMPANY’S TOP TEN SHAREHOLDERS, OR SPOUSES OR RELATIVES WITHIN TWO DEGREES(NOTE 3) |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | Shareholding ratio |
Number of Shares |
Shareh olding ratio |
Number of Shares |
Shareholdi ng ratio |
Type | Relations | ||
| (3) Li Hui Development Co., Ltd. Representative: Yin-Chen Wang |
79,472,261 | 4.20% | - | - | - | - | E-Da Hospital Wei Hong Investment and Development Co., Ltd. Xinglong Investment Development Co., Ltd. Lian Shuo Investment Development Co., Ltd. Chi Yi Investment Co., Ltd. Yieh United Steel Corporation (YUSCO) Weiqiao Investment Development Co.,Ltd. |
It's chairman is a director of Li Hui |
|
| Kuo Chiao Investment and Development Co., Ltd. Ta ChingMotor Industrial Co.,Ltd. |
- | ||||||||
| (4) Wei Hong Investment and Development Co., Ltd. Representative: I-Shou Lin |
79,157,532 | 4.19% | - | - | - | - | Yieh United Steel Corporation (YUSCO) Weiqiao Investment Development Co., Ltd. E-Da Hospital Xinglong Investment Development Co., Ltd. Lian Shuo Investment Development Co., Ltd. Chi Yi Investment Co.,Ltd. |
Chairman is the same person |
|
| Kuo Chiao Investment and Development Co., Ltd. Li Hui Development Co.,Ltd. |
Its director is the Chairman of Wei Hung |
||||||||
| Ta Ching Motor Industrial Co., Ltd. | Its director is the Chairman of Wei Hung |
-89-
| Name (Note 1) | Shares held personally when elected | Shares held personally when elected | Shares held by spouse or minor children |
Shares held by spouse or minor children |
Shares held in others'; names | Shares held in others'; names | NAME AND RELATIONSHIP BETWEEN THE COMPANY’S TOP TEN SHAREHOLDERS, OR SPOUSES OR RELATIVES WITHIN TWO DEGREES(NOTE 3) |
NAME AND RELATIONSHIP BETWEEN THE COMPANY’S TOP TEN SHAREHOLDERS, OR SPOUSES OR RELATIVES WITHIN TWO DEGREES(NOTE 3) |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | Shareholding ratio |
Number of Shares |
Shareh olding ratio |
Number of Shares |
Shareholdi ng ratio |
Type | Relations | ||
| (5) E-Da Healthcare Group Representative: I-Shou Lin |
66,997,208 | 3.54% | - | - | - | - | Yieh United Steel Corporation (YUSCO) Weiqiao Investment Development Co., Ltd. Wei Hong Investment and Development Co., Ltd. Xinglong Investment Development Co., Ltd. Lian Shuo Investment Development Co., Ltd. Chi Yi Investment Co.,Ltd. |
Chairman is the same person |
|
| Kuo Chiao Investment and Development Co., Ltd. Li Hui Development Co.,Ltd. |
Its director is the Chairman of E-Da Hospital |
||||||||
| Ta Ching Motor Industrial Co., Ltd. | Its Chairman is a Director of E-Da Healthcare Group |
||||||||
| (6) Hsing Lung Investment & Development Co., Ltd Representative: I-Shou Lin |
66,607,694 | 3.52% | - | - | - | - | Yieh United Steel Corporation (YUSCO) Weiqiao Investment Development Co., Ltd. E-Da Hospital Wei Hong Investment and Development Co., Ltd. Lian Shuo Investment Development Co., Ltd. Chi Yi Investment Co.,Ltd. |
Chairman is the same person |
|
| Kuo Chiao Investment and Development Co., Ltd. Li Hui Development Co.,Ltd. |
It's director is the Chairman of Hsing-Lung |
||||||||
| Ta Ching Motor Industrial Co., Ltd. | Its directors is the supervisor of Hsing Lung |
-90-
| Name (Note 1) | Shares held personally when elected | Shares held personally when elected | Shares held by spouse or minor children |
Shares held by spouse or minor children |
Shares held in others'; names | Shares held in others'; names | NAME AND RELATIONSHIP BETWEEN THE COMPANY’S TOP TEN SHAREHOLDERS, OR SPOUSES OR RELATIVES WITHIN TWO DEGREES(NOTE 3) |
NAME AND RELATIONSHIP BETWEEN THE COMPANY’S TOP TEN SHAREHOLDERS, OR SPOUSES OR RELATIVES WITHIN TWO DEGREES(NOTE 3) |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | Shareholding ratio |
Number of Shares |
Shareh olding ratio |
Number of Shares |
Shareholdi ng ratio |
Type | Relations | ||
| (7) Kuo Chiao Investment and Development Co., Ltd. Representative: He-Hsing Lai |
61,870,646 | 3.27% | - | - | - | - | Yieh United Steel Corporation (YUSCO) Weiqiao Investment Development Co., Ltd. E-Da Hospital Wei Hong Investment and Development Co., Ltd. Xinglong Investment Development Co., Ltd. Lian Shuo Investment Development Co., Ltd. Chi Yi Investment Co., Ltd. |
Its director is the Chairman of Kuo Chiao |
|
| Ta Ching Motor Industrial Co., Ltd. | Its chairman of the board is the supervisor of Kuo Chiao |
||||||||
| Li Hui Development Co.,Ltd. | - | ||||||||
| (8) Lian Shuo Investment Development Co., Ltd. Representative: I-Shou Lin |
59,763,216 | 3.16% | - | - | - | - | Yieh United Steel Corporation (YUSCO) Weiqiao Investment Development Co., Ltd. E-Da Hospital Wei Hong Investment and Development Co., Ltd. Xinglong Investment Development Co., Ltd. Chi Yi Investment Co.,Ltd. |
Chairman is the same person |
|
| Kuo Chiao Investment and Development Co., Ltd. Li Hui Development Co.,Ltd. |
It's director is the Chairman of Lian Shuo |
||||||||
| Ta ChingMotor Industrial Co.,Ltd. | - |
-91-
| Name (Note 1) | Shares held personally when elected | Shares held personally when elected | Shares held by spouse or minor children |
Shares held by spouse or minor children |
Shares held in others'; names | Shares held in others'; names | NAME AND RELATIONSHIP BETWEEN THE COMPANY’S TOP TEN SHAREHOLDERS, OR SPOUSES OR RELATIVES WITHIN TWO DEGREES(NOTE 3) |
NAME AND RELATIONSHIP BETWEEN THE COMPANY’S TOP TEN SHAREHOLDERS, OR SPOUSES OR RELATIVES WITHIN TWO DEGREES(NOTE 3) |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | Shareholding ratio |
Number of Shares |
Shareh olding ratio |
Number of Shares |
Shareholdi ng ratio |
Type | Relations | ||
| (9) Wei Chiao Investment Development Co., Ltd Representative: Tian-Ji Zhang |
51,041,053 | 2.70% | - | - | - | - | Yieh United Steel Corporation (YUSCO) Weiqiao Investment Development Co., Ltd. E-Da Hospital Lian Shuo Investment Development Co., Ltd. Wei Hong Investment and Development Co., Ltd. Chi Yi Investment Co., Ltd. Xinglong Investment Development Co., Ltd. Li Hui Development Co.,Ltd. |
- | |
| Kuo Chiao Investment and Development Co., Ltd. |
Its chairman of the board is the supervisor of Ta ChingMotors |
||||||||
| (10) Chi Yi Investment Co., Ltd. Representative: I-Shou Lin |
42,202,410 | 2.23% | - | - | - | - | Yieh United Steel Corporation (YUSCO) Weiqiao Investment Development Co., Ltd. E-Da Hospital Wei Hong Investment and Development Co., Ltd. Xinglong Investment Development Co., Ltd. Lian Shuo Investment Development Co.,Ltd. |
Chairman is the same person |
|
| Kuo Chiao Investment and Development Co., Ltd. Li Hui Development Co.,Ltd. |
It's director is the Chairman of Chi Yi |
||||||||
| Ta ChingMotor Industrial Co.,Ltd. | - |
-92-
| Name (Note 1) | Shares held personally when elected | Shares held personally when elected | Shares held by spouse or minor children |
Shares held by spouse or minor children |
Shares held in others'; names | Shares held in others'; names | NAME AND RELATIONSHIP BETWEEN THE COMPANY’S TOP TEN SHAREHOLDERS, OR SPOUSES OR RELATIVES WITHIN TWO DEGREES(NOTE 3) |
NAME AND RELATIONSHIP BETWEEN THE COMPANY’S TOP TEN SHAREHOLDERS, OR SPOUSES OR RELATIVES WITHIN TWO DEGREES(NOTE 3) |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | Shareholding ratio |
Number of Shares |
Shareh olding ratio |
Number of Shares |
Shareholdi ng ratio |
Type | Relations | ||
| (11) I-Shou Lin | 160,237 | 0.00% | 52,470 | - | - | - | Yieh United Steel Corporation (YUSCO) Weiqiao Investment Development Co., Ltd. E-Da Hospital Wei Hong Investment and Development Co., Ltd. Xinglong Investment Development Co., Ltd. Lian Shuo Investment Development Co., Ltd. Chi Yi Investment Co., Ltd. |
Chairman is the same person |
|
| (12)Yin-Chen Wang | 0 | 0.00% | - | - | - | - | Li Hui Development Co., Ltd. | Chairman is the same person |
|
| (13)Tien-Chi Chang | 161,972 | 0.00% | - | - | - | - | Ta Ching Motor Industrial Co., Ltd. | Chairman is the same person |
|
| (14) He-Hsing Lai | 0 | 0.00% | - | - | - | - | Kuo Chiao Investment and Development Co.,Ltd. |
Chairman is the sameperson |
Note 1: Please separately identify the names of corporate shareholders and their respective representatives within substantial shareholders.
Note 2: The calculation of shareholding ratio should separately indicate percentage of shares held under the person’s own identity, under spouse, minor children, and others’ identities.
Note 3: The relationships between the shareholders listed above, including legal persons and natural persons, shall be disclosed.
-93-
X. Number of Shares Invested by the Company, any of the Company's Directors, Supervisors and Executive Officers and Businesses Directly or Indirectly Controlled by the Company and Consolidated Percentage of Shareholding: Consolidated shareholding percentage
December 31, 2020
Unit: Shares; %
Unit: Shares;% |
Unit: Shares;% |
|||||
|---|---|---|---|---|---|---|
| Reinvestment (Note) | Investments by this Company |
Investments of Directors, Supervisors, Managers and directly or indirectly controlled businesses |
Comprehensive Investment |
|||
| Number of Shares |
Sharehol ding Ratio |
Number of Shares |
Sharehol ding Ratio |
Number of Shares |
Sharehol ding Ratio |
|
| GOODHONOR HOLDINGS LTD. |
46,400 | 100.00% | 0 | 0.00% |
46,400 | 100.00% |
| Yieh Phui (Hong Kong) HoldingsLimited |
233,500,000 | 100.00% | 0 | 0.00% |
233,500,000 | 100.00% |
| WORTHING HONOR HOLDINGSLTD. |
100,000 | 100.00% | 0 | 0.00% |
100,000 | 100.00% |
| Shin PhuiSteelCorporation | 23,917,289 | 100.00% | 0 | 0.00% | 23,917,289 | 100.00% |
| Shin Yang SteelCo.,Ltd. | 87,696,000 | 100.00% | 0 | 0.00% |
87,696,000 | 100.00% |
| Xin BangInvestmentCo.,Ltd. | 21,202,500 | 100.00% | 0 | 0.00% |
21,202,500 | 100.00% |
| CHAMPION LOGISTIC INC. (SAMOA) |
89,656 | 89.66% |
10,344 | 10.34% | 100,000 | 100.00% |
| Gen-Wan Technology Corp | 3,292,827 | 86.99% | 854 | 0.02% |
3,293,681 | 87.01% |
| EMMTSystems Corporation | 40,032,935 | 78.51% |
3,813,554 | 7.48% |
43,846,489 | 85.99% |
| Yieh HsingEnterprise Co.,Ltd. | 304,654,386 | 57.41% |
218,633 | 0.04% |
304,873,019 | 57.45% |
| E-United JapanCo.,Ltd. | 470 | 47.00% |
0 | 0.00% |
470 | 47.00% |
| Kuo ChangEnterprise Co.,Ltd. | 107,370,104 | 99.04% |
0 | 0.00% |
107,370,104 | 99.04% |
| United Brightening DevelopmentCorp. |
150,893,035 | 95.56% |
0 | 0.00% |
150,893,035 | 95.56% |
| Cheng ShinSecurity Co.,Ltd. | 1,400,000 | 35.00% |
400,000 | 10.00% | 1,800,000 | 45.00% |
| Eliter InternationalCorp. | 283,583,868 | 32.84% |
92,498,777 | 10.71% | 376,082,645 | 43.56% |
| E-Da DevelopmentCo.,Ltd. | 209,619,406 | 28.44% |
43,791,485 | 5.94% |
253,410,891 | 34.38% |
| Yieh Mau Corporation | 52,657,693 | 23.00% |
0 | 0.00% |
52,657,693 | 23.00% |
| ASIAZONECO.,LTD. | 15,090,000 | 32.80% |
0 | 0.00% |
15,090,000 | 32.80% |
| E-Da TourCo.,Ltd. | 1,349,000 | 19.00% |
0 | 0.00% |
1,349,000 | 19.00% |
| E-Da Bus Co.,Ltd. | 1,845,307 | 17.09% | 0 | 0.00% |
1,845,307 | 17.09% |
| Skylark Hot-Spring Resort Co., Ltd. |
1,170,000 | 14.63% |
0 | 0.00% |
1,170,000 | 14.63% |
| TangengIronWorks Co.,Ltd. | 39,553,000 | 11.30% |
69,500,000 | 19.86% | 109,053,000 | 31.16% |
| Hung Yu Asset Management Co.,Ltd. |
119,920,000 | 80.00% |
0 | 0.00% |
119,920,000 | 80.00% |
| LIAN SO (H.K.) CO., LIMITED |
16,560,000 | 80.00% |
0 | 0.00% |
16,560,000 | 80.00% |
| YIEH PHUI AMERICA,INC. | 1,000 | 100.00% | 0 | 0.00% |
1,000 | 100.00% |
| E-DaRecreationCo.,Ltd. | 7,410,000 | 19.00% | 0 | 0.00% | 7,410,000 | 19.00% |
| Li Hui DevelopmentCo.,Ltd. | 64,045,000 | 44.56% |
0 | 0.00% |
64,045,000 | 44.56% |
| ChiChangEnterprise Co.,Ltd. | 1,042,200 | 45.00% |
0 | 0.00% |
1,042,200 | 45.00% |
| Yieh United Steel Corporation (YUSCO) |
676,660,515 | 25.82% |
131,098,624 | 5.00% |
807,759,139 | 30.83% |
| E-DaVisual Effects Co.,Ltd. | 1,470,000 | 49.00% |
0 | 0.00% |
1,470,000 | 49.00% |
| YiChun Technology Co.,Ltd. | 0.00% | 8,330,000 | 92.50% | 8,330,000 | 92.50% | |
| E-Da Health Biotechnology Co.,Ltd. |
380,000 | 19.00% |
380,000 | 19.00% | 760,000 | 38.00% |
| APPLIED WIRELESS IDENTIFICATIONS GROUP |
0.00% | 40,488,461 | 91.47% | 40,488,461 | 91.47% |
-94-
| Reinvestment (Note) | Investments by this Company |
Investments by this Company |
Investments of Directors, Supervisors, Managers and directly or indirectly controlled businesses |
Investments of Directors, Supervisors, Managers and directly or indirectly controlled businesses |
Comprehensive Investment |
Comprehensive Investment |
|---|---|---|---|---|---|---|
| Number of Shares |
Sharehol ding Ratio |
Number of Shares |
Sharehol ding Ratio |
Number of Shares |
Sharehol ding Ratio |
|
| INC. | ||||||
| AWID AsiaCo.,Ltd. | 0.00% | 3,030,000 | 100.00% | 3,030,000 | 100.00% | |
| Awid China Co., Ltd. (Changshu) |
0.00% | 0 | 100.00% | 0 | 100.00% | |
| Yieh Phui (China) TechnomaterialCo.,Ltd. |
0.00% | 0 | 100.00% | 0 | 100.00% | |
| Changshu Changhui Trading Limited |
0.00% | 0 | 100.00% | 0 | 100.00% | |
| Tianjin Lianfa Precision Steel Corporation |
0.00% | 0 | 100.00% | 0 | 100.00% | |
| Yi Hua InternationalCo.,Ltd. | 0.00% | 1,169,000 | 70.00% | 1,169,000 | 70.00% | |
| Wabo Global Trading Corporation |
0.00% | 6,000,000 | 100.00% | 6,000,000 | 100.00% | |
| PT.E-UnitedFerroIndonesia. | 0.00% | 3,425,000 | 100.00% | 3,425,000 | 100.00% | |
| PT. YIEH FERRO INDONESIA |
0.00% | 500,000 | 100.00% | 500,000 | 100.00% | |
| PT. GENBA INDO RESOURCES |
0.00% | 0 | 100.00% | 0 | 100.00% | |
| PT.GENBA MULTI MINERAL | 0.00% | 0 | 100.00% | 0 | 100.00% | |
| Asiamax MiningIndonesia | 0.00% | 54,500 | 100.00% | 54,500 | 100.00% | |
| Lian Yang (Hong Kong) TradingLimited |
0.00% | 100,000 | 100.00% | 100,000 | 100.00% | |
| Chao Ying Investment and Development Co.,Ltd. |
0.00% | 30,400,000 | 100.00% | 30,400,000 | 100.00% | |
| Zhen Hua International Co., Ltd. |
213,000,000 | 50.12% |
212,000,000 | 49.88% | 425,000,000 | 100.00% |
| ZhenhaoHotelCo.,Ltd. | 252,000,000 | 54.55% | 210,000,000 | 45.45% | 462,000,000 | 100.00% |
Note: The equity method was employed for this Company's long-term investments.
-95-
Chapter 4 Funding Status
I. Capital and Shares (I) Source of Share Capital
Unit: NT$ thousands, thousand shares
| Year and month |
Issue Price |
Authorized Capital | Authorized Capital | Paid-in capital | Paid-in capital | Remarks | Remarks | |
|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Amount | Number of Shares |
Amount | Sources of capital |
Settlement of payment for shares with assets other than cash |
Others |
||
| 84.05 | 10 | 600,000 | 6,000,000 |
339,422 |
3,394,220 |
Capitalization of earnings NT$950,227 |
None | May 10, 1995 TDDC (1) No. 27765 |
| 85.04 | 10 | 600,000 | 6,000,000 |
424,278 |
4,242,780 |
Capitalization of earnings NT$848,556 |
None | March 3, 1996 TDDC (1) No. 21718 |
| 86.01 | 10 | 600,000 | 6,000,000 |
484,278 |
4,842,780 |
Capital increase by cash NT$600,000 |
None | October 22, 1996 TDDC (1) No. 59340 |
| 86.06 | 10 | 600,000 | 6,000,000 |
508,492 |
5,084,920 |
Capitalization of earnings NT$242,139 |
None | May 30, 1997 TDDC (1) No. 43183 |
| 87.06 | 10 | 750,000 | 7,500,000 |
584,766 |
5,847,660 |
Capitalization of earnings NT$762,738 |
None | April 30, 1998 TDDC (1) No. 35445 |
| 88.09 | 10 | 750,000 | 7,500,000 |
672,481 |
6,724,810 |
Capitalization of earnings NT$877,149 |
None | August 10, 1999 TDDC (1) No. 73628 |
| 88.11 | 10 | 750,000 | 7,500,000 |
747,481 |
7,474,810 |
Capital increase by cash NT$750,000 |
None | November 11, 1999 TDDC (1) No. 87166 |
| 89.06 | 10 | 1,000,000 | 10,000,000 | 837,178 |
8,371,780 |
Capitalization of earnings NT$896,977 |
None | June 21, 2000 TDDC (1) No. 53713 |
| 90.02 | 10 | 1,000,000 | 10,000,000 | 797,178 |
7,971,780 |
Capital reduction (cancellation of treasury stocks) NT$400,000 |
None | November 14, 2000 TDCC (1) No. 85102 Nov.29, 2000 TDCC (1) No. 97250 Jan. 17, 2001 TDCC No. 102095 Feb. 08, 2001 TDCC (3) No.107419 |
| 90.10 | 10 | 1,000,000 | 10,000,000 | 829,065 |
8,290,659 |
Capitalization of earnings NT$318,871 |
None | July 14, 2001 TDCC (1) No. 144750 |
| 90.12 | 10 | 1,000,000 | 10,000,000 | 809,065 |
8,090,660 |
Capital reduction (cancellation of treasury stocks) NT$200,000 |
None | September 5, 2001 TDCC (3) No. 156354 |
| 92.09 | 10 | 1,250.000 | 12,500,000 | 922,335 | 9,223,352 | Capitalization of earnings NT$1,132,692 |
None | August, 12, 2003 TDCC (1) No. 0920136291 |
-96-
| 92.12 | 10 | 1,250,000 | 12,500,000 | 994.605 | 9.946.051 | Domestic corporate bonds conversion NT$722,699 |
None | None | January 20, 2004 MOEA Official Letter No. 0930101042 |
|---|---|---|---|---|---|---|---|---|---|
| 93.03 | 10 | 1,250,000 | 12,500,000 | 1,034,618 | 10,346,181 | Domestic corporate bonds conversion NT$400,130 |
None | April 21, 2004 MOEA Official Letter No. 09301068070 |
|
| 93.09 | 10 | 1,250,000 | 12,500,000 | 1,074,722 | 10,747,216 | Domestic and overseas corporate bond conversion NT$401,035 |
None | November 10, 2004 MOEA Official Letter No. 09301213380 |
|
| 93.12 | 10 | 1,250,000 | 12,500,000 | 1,095,303 | 10,953,026 | Domestic and overseas corporate bond conversion NT$205,811 |
None |
February 24, 2005 MOEA No. 09401031080 |
|
| 94.03 | 10 | 1,320,000 | 13,200,000 | 1,195,303 | 11,953,026 | Capital increase by cash NT$1,000,000 |
None | March 28, 2005 MOEA No. 09401048940 |
|
| 94.03 | 10 | 1,320,000 | 13,200,000 | 1,196,258 | 11,962,580 | Domestic and overseas corporate bond conversion NT$9,553 |
None |
April 26, 2005 MOEA No. 09401072640 |
|
| 94.08 | 10 | 1,520,000 | 15,200,000 | 1,256,071 | 12,560,709 | Capitalization of earnings NT$598,129 |
None | September 19, 2005 MOEA No. 09401176700 |
|
| 94.08 | 10 | 1,520,000 | 15,200,000 | 1,260,930 | 12,609,299 | Merger capital increase NT$48,590 |
None | September 30, 2005 MOEA No. 09401184830 |
|
| 95.10 | 10 | 2,000,000 | 20,000,000 | 1,349,195 | 13,491,950 | Capitalization of earnings NT$882,651 |
None | October 25, 2006 MOEA No. 09501235990 |
|
| 96.09 | 10 | 2,000,000 | 20,000,000 | 1,389,671 | 13,896,708 | Capitalization of earnings NT$404,758 |
None | October 16, 2007 MOEA No. 09601251540 |
|
| 97.10 | 10 | 2,000,000 | 20,000,000 | 1,459,154 | 14,591,543 | Capitalization of earnings NT$69,483 |
None | October 21, 2008 MOEA No. 09701268630 |
|
| 98.03 | 10 | 2,000,000 | 20,000,000 | 1,411,863 | 14,118,633 | Capital reduction (cancellation of treasury stocks) NT$47,291 |
None | March 27, 2009 MOEA No. 09801060200 |
|
| 98.09 | 10 | 2,000,000 | 20,000,000 | 1,454,219 | 14,542,192 | Capitalization of earnings NT$42,356 |
None | September 22, 2009 MOEA No. 09801218880 |
|
| 99.10 | 10 | 2,000,000 | 20,000,000 | 1,526,930 | 15,269,302 | Capitalization of earnings NT$72,711 |
None | October 05, 2010 MOEA No. 09901224020 |
|
| 100.10 | 10 | 2,000,000 | 20,000,000 | 1,603,276 | 16,032,767 | Capitalization of earnings NT$76,346 |
None | October 11, 2011 MOEA No. 10001229410 |
|
| 101.10 | 10 | 2,000,000 | 20,000,000 | 1,635,342 | 16,353,422 | Capitalization of earnings NT$32,065 |
None | October 03, 2012 MOEA No. 10101203790 |
-97-
| 103.09 | 10 | 2,000,000 | 20,000,000 | 1,668,049 | 16,680,491 | Capitalization of earnings NT$32,707 |
None | September 12, 2014 MOEA Official Letter No. 10301190130 |
|---|---|---|---|---|---|---|---|---|
| 104.09 | 10 | 2,000,000 | 20,000,000 | 1,718,090 | 17,180,905 | Capitalization of earnings NT$50,041 |
None | September 21, 2015 MOEA No. 10401195830 |
| 106.09 | 10 | 2,000,000 | 20,000,000 | 1,821,176 | 18,211,760 | Capitalization of earnings NT$103,085 |
None | September 26, 2017 MOEA Official Letter No. 10601132590 |
| 107.09 | 10 | 2,000,000 | 20,000,000 | 1,875,811 | 18,758,112 | Capitalization of earnings NT$54,635 |
None | September 17, 2018 MOEA Official Letter No. 10701118100 |
| 2019.09 | 10 |
2,000,000 | 20,000,000 | 1,913,327 | 19,133,275 | Capitalization of earnings NT$37,516 |
None | September 19, 2019 MOEA Official Letter No. 10801128440 |
| 2020.09 | 10 |
2,000,000 | 20,000,000 | 1,890,569 | 18,905,695 | Cancellation of treasury stocks NT$22,758 |
None |
September 15, 2020 MOEA Official Letter No. 10901163030 |
Note 1: The information for the current year as of the publication date of this annual report shall be filled. Note 2: The effective (approval) date together with the doc. No. should be added for any capital increase. Note 3: Those that issue the stock below the par value shall indicate so in a clear manner. Note 4: Provide information on those who pledged currency debts, technology or business reputation in exchange for shares, including the type and amount of the pledges. Note 5: Private placement shall be indicated in a clear manner.
-98-
Unit: shares
| Unit: shares | ||||
|---|---|---|---|---|
| Share Category |
Authorized Capital | Remarks | ||
| Outstanding Shares (Note) |
Unissued Shares | Total | ||
| Registered common shares |
1,890,569,518 | 109,430,482 | 2,000,000,000 | Shares of listed companies |
Information on shelf registration
Unit: NT$ thousands, thousand shares
| Types of securities Estimated issuance amount Amount of issued The purpose and expected benefits of the issued shares Pre-set period of issuance of the unissued portion Remarks Total number of shares Approved amount Number of Shares Price Not applicable (II) Structure of Shareholders: Structure of Shareholders As of April 26. 2021 Structure of Shareholders Quantity Government Agencies Financial Institutions Other Legal Persons Natural Person Foreign company or individual Mainland/natural person Total Number of Individuals 1 1 186 96,337 172 1 96,698 Number of Shares Held 13 5,499,605 1,214,482,443 564,456,952 106,130,504 1 1,890,569,518 Shareholding Ratio 0.00% 0.29% 64.24% 29.85% 5.62% 0.00% 100.00% Shares Held byCapital from Mainland China: 0% Note: Companies primarily-listed on TWSE and Taipei Exchange shall disclose the proportion of its shares held by investors from Mainland China. Investors from Mainland China refers to natural persons, legal persons, organizations, institutions or companies in areas other than Taiwan and Mainland China invested by persons of such identity as defined in Article 3 of the Regulations Governing Investment of Mainland Chinese in Taiwan. |
Types of securities Estimated issuance amount Amount of issued The purpose and expected benefits of the issued shares Pre-set period of issuance of the unissued portion Remarks Total number of shares Approved amount Number of Shares Price Not applicable (II) Structure of Shareholders: Structure of Shareholders As of April 26. 2021 Structure of Shareholders Quantity Government Agencies Financial Institutions Other Legal Persons Natural Person Foreign company or individual Mainland/natural person Total Number of Individuals 1 1 186 96,337 172 1 96,698 Number of Shares Held 13 5,499,605 1,214,482,443 564,456,952 106,130,504 1 1,890,569,518 Shareholding Ratio 0.00% 0.29% 64.24% 29.85% 5.62% 0.00% 100.00% Shares Held byCapital from Mainland China: 0% Note: Companies primarily-listed on TWSE and Taipei Exchange shall disclose the proportion of its shares held by investors from Mainland China. Investors from Mainland China refers to natural persons, legal persons, organizations, institutions or companies in areas other than Taiwan and Mainland China invested by persons of such identity as defined in Article 3 of the Regulations Governing Investment of Mainland Chinese in Taiwan. |
Types of securities Estimated issuance amount Amount of issued The purpose and expected benefits of the issued shares Pre-set period of issuance of the unissued portion Remarks Total number of shares Approved amount Number of Shares Price Not applicable (II) Structure of Shareholders: Structure of Shareholders As of April 26. 2021 Structure of Shareholders Quantity Government Agencies Financial Institutions Other Legal Persons Natural Person Foreign company or individual Mainland/natural person Total Number of Individuals 1 1 186 96,337 172 1 96,698 Number of Shares Held 13 5,499,605 1,214,482,443 564,456,952 106,130,504 1 1,890,569,518 Shareholding Ratio 0.00% 0.29% 64.24% 29.85% 5.62% 0.00% 100.00% Shares Held byCapital from Mainland China: 0% Note: Companies primarily-listed on TWSE and Taipei Exchange shall disclose the proportion of its shares held by investors from Mainland China. Investors from Mainland China refers to natural persons, legal persons, organizations, institutions or companies in areas other than Taiwan and Mainland China invested by persons of such identity as defined in Article 3 of the Regulations Governing Investment of Mainland Chinese in Taiwan. |
Types of securities Estimated issuance amount Amount of issued The purpose and expected benefits of the issued shares Pre-set period of issuance of the unissued portion Remarks Total number of shares Approved amount Number of Shares Price Not applicable (II) Structure of Shareholders: Structure of Shareholders As of April 26. 2021 Structure of Shareholders Quantity Government Agencies Financial Institutions Other Legal Persons Natural Person Foreign company or individual Mainland/natural person Total Number of Individuals 1 1 186 96,337 172 1 96,698 Number of Shares Held 13 5,499,605 1,214,482,443 564,456,952 106,130,504 1 1,890,569,518 Shareholding Ratio 0.00% 0.29% 64.24% 29.85% 5.62% 0.00% 100.00% Shares Held byCapital from Mainland China: 0% Note: Companies primarily-listed on TWSE and Taipei Exchange shall disclose the proportion of its shares held by investors from Mainland China. Investors from Mainland China refers to natural persons, legal persons, organizations, institutions or companies in areas other than Taiwan and Mainland China invested by persons of such identity as defined in Article 3 of the Regulations Governing Investment of Mainland Chinese in Taiwan. |
Types of securities Estimated issuance amount Amount of issued The purpose and expected benefits of the issued shares Pre-set period of issuance of the unissued portion Remarks Total number of shares Approved amount Number of Shares Price Not applicable (II) Structure of Shareholders: Structure of Shareholders As of April 26. 2021 Structure of Shareholders Quantity Government Agencies Financial Institutions Other Legal Persons Natural Person Foreign company or individual Mainland/natural person Total Number of Individuals 1 1 186 96,337 172 1 96,698 Number of Shares Held 13 5,499,605 1,214,482,443 564,456,952 106,130,504 1 1,890,569,518 Shareholding Ratio 0.00% 0.29% 64.24% 29.85% 5.62% 0.00% 100.00% Shares Held byCapital from Mainland China: 0% Note: Companies primarily-listed on TWSE and Taipei Exchange shall disclose the proportion of its shares held by investors from Mainland China. Investors from Mainland China refers to natural persons, legal persons, organizations, institutions or companies in areas other than Taiwan and Mainland China invested by persons of such identity as defined in Article 3 of the Regulations Governing Investment of Mainland Chinese in Taiwan. |
Types of securities Estimated issuance amount Amount of issued The purpose and expected benefits of the issued shares Pre-set period of issuance of the unissued portion Remarks Total number of shares Approved amount Number of Shares Price Not applicable (II) Structure of Shareholders: Structure of Shareholders As of April 26. 2021 Structure of Shareholders Quantity Government Agencies Financial Institutions Other Legal Persons Natural Person Foreign company or individual Mainland/natural person Total Number of Individuals 1 1 186 96,337 172 1 96,698 Number of Shares Held 13 5,499,605 1,214,482,443 564,456,952 106,130,504 1 1,890,569,518 Shareholding Ratio 0.00% 0.29% 64.24% 29.85% 5.62% 0.00% 100.00% Shares Held byCapital from Mainland China: 0% Note: Companies primarily-listed on TWSE and Taipei Exchange shall disclose the proportion of its shares held by investors from Mainland China. Investors from Mainland China refers to natural persons, legal persons, organizations, institutions or companies in areas other than Taiwan and Mainland China invested by persons of such identity as defined in Article 3 of the Regulations Governing Investment of Mainland Chinese in Taiwan. |
Types of securities Estimated issuance amount Amount of issued The purpose and expected benefits of the issued shares Pre-set period of issuance of the unissued portion Remarks Total number of shares Approved amount Number of Shares Price Not applicable (II) Structure of Shareholders: Structure of Shareholders As of April 26. 2021 Structure of Shareholders Quantity Government Agencies Financial Institutions Other Legal Persons Natural Person Foreign company or individual Mainland/natural person Total Number of Individuals 1 1 186 96,337 172 1 96,698 Number of Shares Held 13 5,499,605 1,214,482,443 564,456,952 106,130,504 1 1,890,569,518 Shareholding Ratio 0.00% 0.29% 64.24% 29.85% 5.62% 0.00% 100.00% Shares Held byCapital from Mainland China: 0% Note: Companies primarily-listed on TWSE and Taipei Exchange shall disclose the proportion of its shares held by investors from Mainland China. Investors from Mainland China refers to natural persons, legal persons, organizations, institutions or companies in areas other than Taiwan and Mainland China invested by persons of such identity as defined in Article 3 of the Regulations Governing Investment of Mainland Chinese in Taiwan. |
Types of securities Estimated issuance amount Amount of issued The purpose and expected benefits of the issued shares Pre-set period of issuance of the unissued portion Remarks Total number of shares Approved amount Number of Shares Price Not applicable (II) Structure of Shareholders: Structure of Shareholders As of April 26. 2021 Structure of Shareholders Quantity Government Agencies Financial Institutions Other Legal Persons Natural Person Foreign company or individual Mainland/natural person Total Number of Individuals 1 1 186 96,337 172 1 96,698 Number of Shares Held 13 5,499,605 1,214,482,443 564,456,952 106,130,504 1 1,890,569,518 Shareholding Ratio 0.00% 0.29% 64.24% 29.85% 5.62% 0.00% 100.00% Shares Held byCapital from Mainland China: 0% Note: Companies primarily-listed on TWSE and Taipei Exchange shall disclose the proportion of its shares held by investors from Mainland China. Investors from Mainland China refers to natural persons, legal persons, organizations, institutions or companies in areas other than Taiwan and Mainland China invested by persons of such identity as defined in Article 3 of the Regulations Governing Investment of Mainland Chinese in Taiwan. |
Types of securities Estimated issuance amount Amount of issued The purpose and expected benefits of the issued shares Pre-set period of issuance of the unissued portion Remarks Total number of shares Approved amount Number of Shares Price Not applicable (II) Structure of Shareholders: Structure of Shareholders As of April 26. 2021 Structure of Shareholders Quantity Government Agencies Financial Institutions Other Legal Persons Natural Person Foreign company or individual Mainland/natural person Total Number of Individuals 1 1 186 96,337 172 1 96,698 Number of Shares Held 13 5,499,605 1,214,482,443 564,456,952 106,130,504 1 1,890,569,518 Shareholding Ratio 0.00% 0.29% 64.24% 29.85% 5.62% 0.00% 100.00% Shares Held byCapital from Mainland China: 0% Note: Companies primarily-listed on TWSE and Taipei Exchange shall disclose the proportion of its shares held by investors from Mainland China. Investors from Mainland China refers to natural persons, legal persons, organizations, institutions or companies in areas other than Taiwan and Mainland China invested by persons of such identity as defined in Article 3 of the Regulations Governing Investment of Mainland Chinese in Taiwan. |
Types of securities Estimated issuance amount Amount of issued The purpose and expected benefits of the issued shares Pre-set period of issuance of the unissued portion Remarks Total number of shares Approved amount Number of Shares Price Not applicable (II) Structure of Shareholders: Structure of Shareholders As of April 26. 2021 Structure of Shareholders Quantity Government Agencies Financial Institutions Other Legal Persons Natural Person Foreign company or individual Mainland/natural person Total Number of Individuals 1 1 186 96,337 172 1 96,698 Number of Shares Held 13 5,499,605 1,214,482,443 564,456,952 106,130,504 1 1,890,569,518 Shareholding Ratio 0.00% 0.29% 64.24% 29.85% 5.62% 0.00% 100.00% Shares Held byCapital from Mainland China: 0% Note: Companies primarily-listed on TWSE and Taipei Exchange shall disclose the proportion of its shares held by investors from Mainland China. Investors from Mainland China refers to natural persons, legal persons, organizations, institutions or companies in areas other than Taiwan and Mainland China invested by persons of such identity as defined in Article 3 of the Regulations Governing Investment of Mainland Chinese in Taiwan. |
|---|---|---|---|---|---|---|---|---|---|
| Structure of Shareholders Quantity |
Government Agencies |
Financial Institutions |
Other Legal Persons |
Natural Person |
Foreign company or individual |
Mainland/natural person |
Total |
||
| Number of Individuals |
1 | 1 |
186 | 96,337 | 172 | 1 |
96,698 | ||
| Number of Shares Held |
13 | 5,499,605 |
1,214,482,443 | 564,456,952 | 106,130,504 | 1 |
1,890,569,518 | ||
| Shareholding Ratio |
0.00% |
0.29% |
64.24% | 29.85% | 5.62% | 0.00% |
100.00% | ||
| Shares Held byCapital from Mainland China: 0% | |||||||||
| Companies primarily-listed on TWSE and Taipei Exchange shall disclose the proportion of its shares held by investors from Mainland China. Investors from Mainland China refers to natural persons, legal persons, organizations, institutions or companies in areas other than Taiwan and Mainland China invested by persons of such identity as defined in Article 3 of the Regulations Governing Investment of Mainland Chinese in Taiwan. |
|||||||||
-99-
(III) Conditions of Share Distribution: Status of Stock dispersion
As of April 26. 2021
| ShareholdingRange | Number of Shareholders | Number of Shares Held | ShareholdingRatio |
|---|---|---|---|
| 1 to 999 | 39,318 | 7,008,555 | 0.37% |
| 1,000 to 5,000 | 40,280 | 88,060,140 | 4.63% |
| 5,001 to 10,000 | 8,162 | 65,580,395 | 3.47% |
| 10,001 to 15,000 | 2,657 | 33,774,276 | 1.79% |
| 15,001 to 20,000 | 1,944 | 35,733,894 | 1.89% |
| 20,001 to 30,000 | 1,555 | 39,582,186 | 2.09% |
| 30,001 to 50,000 | 1,254 | 50,301,657 | 2.66% |
| 50,001 to 100,000 | 830 | 59,279,522 | 3.14% |
| 100,001 to 200,000 | 379 | 52,984,913 | 2.80% |
| 200,001~400,000 | 143 | 40,758,780 | 2.16% |
| 400,001~600,000 | 57 | 28,906,410 | 1.53% |
| 600,001~800,000 | 23 | 16,078,565 | 0.85% |
| 800,001 to 1,000,000 | 22 | 19,764,596 | 1.05% |
| 1,000,001 or more | 74 | 1,352,755,629 | 71.57% |
| Total | 96,698 | 1,890,569,518 | 100% |
Preferred shares
| Preferred shares | Preferred shares | Preferred shares | Preferred shares |
|---|---|---|---|
| As of April 26. 2021 | |||
| Shareholding Range | Number of Shareholders | Number of Shares Held | Shareholding Ratio |
| Create new ranges as needed | Not applicable | ||
| Total |
-100-
(IV) List of Major Shareholders: List of Substantial Shareholders
As of April 26. 2021
| As of April 26. 2021 | ||
|---|---|---|
| Shares Name of Substantial Shareholders |
Number of Shares Held |
Shareholding Ratio |
| Yieh United Steel Corporation(YUSCO) | 302,105,336 | 15.98% |
| Weiqiao Investment Development Co., Ltd. |
205,719,551 | 10.88% |
| Li Hui Development Co.,Ltd. | 79,472,261 | 4.20% |
| Wei Hong Investment and Development Co.,Ltd. |
79,157,532 | 4.19% |
| E-Da Hospital | 66,997,208 | 3.54% |
| Xinglong Investment Development Co., Ltd. |
66,607,694 | 3.52% |
| Kuo Chiao Investment and Development Co.,Ltd. |
61,870,646 | 3.27% |
| Lian Shuo Investment Development Co., Ltd. |
59,763,216 | 3.16% |
| Ta ChingMotor Industrial Co.,Ltd. | 51,041,053 | 2.70% |
| Chi Yi Investment Co., Ltd. | 42,202,410 | 2.23% |
-101-
(V) Fair Market Value, Net Worth, Profit, Dividend per Share and Other Relevant Information for the Most Recent Two Years: Market Value Per Share, Net Values, Earnings and Dividends
| Year Item |
Year Item |
Year Item |
2019 | 2020 | From the beginning of the year to March 31, 2021 (Note 8) |
|---|---|---|---|---|---|
| Market Price per Share (Note 1) |
Max. | 10.30 | 14.80 | 13.85 | |
| Min. | 8.77 | 7.56 | 12.95 | ||
| Average | 9.40 | 9.54 | 13.4 | ||
| Net worth per share (Note 2) |
Before distribution | - | - | - | |
| After distribution | - | - | - | ||
| Earnings per share |
Weighted average number of shares |
1,913,327 thousand shares |
1,890,569 thousand shares |
1,890,569 thousand shares |
|
| Earnings per share (note 3) | -0.73 | 0.39 | 0.58 | ||
| Dividend per share |
Cash dividend | - | - | - | |
| Stock dividends |
Dividends from retained earnings |
- |
- | - | |
Capital surplus distribution |
- |
- | - | ||
| Accumulated unpaid dividend (Note 4) |
- | - | - | ||
| Return on Investment |
Price-to-earnings ratio (Note 5) |
- |
- | - | |
Price-to-dividend ratio (Note 6) |
- | - | - | ||
| Cash dividend yield (note 7) | - | - | - |
*If any revenue or capital surplus is transferred to capital increase or common stock, further disclose information on market prices and cash dividends retroactively adjusted based on the number of shares after distribution.
Note 1: List the highest and lowest market price of the common shares for each year, and refer to the transaction value and transaction volume to calculate average market price for each year.
- Note 2: this should be filled by using the shares already issued by year-end as a basis, and also by referencing the allocation that the shareholders meeting has decided on for
-102-
the subsequent year.
-
Note 3: if there are any retroactive adjustments needed due to stock grants, Earnings per share before and after the adjustment should be listed.
-
Note 4: If there are any conditions in issuing equity securities that allow for unpaid out dividend for the year to be accumulated to subsequent years in which there is profit, the Company should separately disclose the accumulated unpaid out dividend up to that year.
-
Note 5: P/E Ratio = Average closing price for each share for the year/earnings per share Note 6: P/D Ratio = Average closing price for each share for the year/cash dividend per share
-
Note 7: Cash dividend yield = cash dividend per share/average closing price per share for the year
-
Note 8: for net worth per share and net earnings per share, data from the latest quarter that has been verified by a CPA up until the date of publication of the Annual Report should be filled. For all other columns, the Company should fill the year's information until the date of publication of the Annual Report.
-103-
-
(VI) Dividend Policy and Implementation:
-
Dividend policy stipulated in the Company's Articles of Incorporation is as follows:
-
Article 31: The retained earning derived from the final accounting is distributed according to the following principles:
-
A. Dividend Policy:
-
The life cycle of the Company's industry is in the mature period. The dividend policy is in line with the current and future development plans, taking into account the investment environment, demand for capital, domestic and foreign competitions and shareholder benefits. Each year, no less than 20% of the distributable earnings is distributed to the shareholders as dividends. However, when the accumulated distributable earning is less than 20% of the paid-in capital, dividends will not be allotted.
- B. Conditions and timing of distribution:
The surplus earnings per unit of the Company shall be calculated as legal reserve. After completing all the tax losses and make up for the losses of the previous years, the Company shall first set aside 10% of its balance as legal reserve. After the balance of the shareholders' equity is set aside, the rest of the earning shall be distributed through resolutions of shareholders' meeting.
-
C. Types of dividends:
- Cash dividends are distributed at between 20% to 100% of total dividends distributed in accordance with the actual profitability while stock dividends are distributed at between 0% to 80% of the total dividends distributed.
-
D. Distribution of dividends depends on the operation results. The Board of Directors plans distribution of dividends and forwards the plan to the shareholders' meeting for final decision.
-
The proposed dividend distribution of Shareholders’ Meeting this year: The Company proposes to list 2020 profit distribution, as shown below in details:
Yieh Phui Enterprise Co., Ltd.
Profit Distribution
2020
Unit: NTD
| details: Yieh Phui Enterprise Co., Ltd. Profit Distribution 2020 Unit: NTD |
|
|---|---|
| Item | Amount |
| Deficit to be offset at the beginning of the year | (614,437,690) |
| Plus: Remeasurement of the confirmed benefit plan included in the retained surplus |
53,636,691 |
| Minus: Changes in related companies and joint ventures recognized using the equity method |
(1,338,826) |
| Minus: Changes in ownership interest in subsidiaries | (10,119,739) |
| Plus: Disposal of equity instruments at fair value through other comprehensive income |
756,000 |
| Plus: Profit before tax | 735,237,746 |
| Minus: Legal reserve | (16,373,418) |
| Minus: Special reserve | (147,360,764) |
| Undistributed surplus at the end of theperiod | 0 |
-104-
(VII) Impact on Business Performance and Earnings Per Share (EPS) of any Stock Dividend Distribution Proposed or Adopted at the Most Recent Shareholders’ Meeting:
Unit: NT$ thousands (excluding NT$ for earnings per share)
| Year Item |
Year Item |
Year Item |
2021 (Note 1) (Estimated) |
|---|---|---|---|
| Beginning paid-in capital | 18,905,695 | ||
| Distribution of dividends this year |
Cash dividendper share | - | |
| Surplus to capital increase stock dividendper share | - | ||
| Capital reserve to capital increase stock dividend per share |
- |
||
| Changes in Operating Performance |
Operatingincome | Not applicable (Note 2) |
|
| Ratio of increase (decrease) in operating profit over the sameperiod lastyear |
|||
| Net income after tax | |||
| Ratio of increase (decrease) in NIAT over the same period lastyear |
|||
| Earningsper share | |||
| Ratio of increase (decrease) in EPS over the same period lastyear |
|||
| Annual average return on investment (reciprocal of average annual interest rate) |
|||
| Pro forma earnings per share and P/E ratio |
If the surplus to capital increase is realized through cash dividend |
Pro formaper share earnings | Not applicable (Note 2) |
| Pro forma average annual return on investment |
|||
| If capital reserve to capital increase is not implemented |
Pro formaper share earnings | ||
| Pro forma average annual return on investment |
|||
| If the capital reserve is not paid and the surplus to capital increase is paid through cash dividend |
Pro formaper share earnings | ||
| Pro forma average annual return on investment |
Note 1: Awaiting the resolution by the 2021 shareholders' meeting Note 2: According to the Regulations Governing the Publication of Financial Forecasts of Public Companies, the Company is not required to disclose financial projections for 2021.
-105-
(VIII) Compensation to Employees and Directors:
-
The number or range of compensations of employees and Directors as stated in the Company's Articles of Association:
-
Article 30-1 of the Articles of Incorporation of the Company provides the following:
If the Company makes a profit in the year (the so-called profit refers to the before tax profit before deducting compensation of employees and Directors), more than 0.2% shall be allotted for employees' compensation and 0.1% or less for compensations of the Directors. However, the Company shall reserve a portion of profit to make up for accumulated losses, if any.
-
Accounting basis for discrepancies between the estimated and actual distributed amount of remunerations in the form of shares to the Company's employees and Directors in this period.
-
A. Estimation Basis: When the profit gained in this year is at the same level of the previous year, use the distribution structure for estimation of this year's distribution.
-
B. Calculation basis for compensations paid with shares: the Company pays compensations of employees, directors in cash, never with stock dividends.
-
C. Accounting practice when the amount of actual distribution is different from the estimated amount: If there is a difference between the actual distributed amount and the estimated amount, the difference shall be adjusted in the month recognized by the shareholders' meeting. The Company shall pay the remunerations of employees, and Directors in the amount recognized by the shareholders' meeting.
-
Information on approval by the Board of Directors of distribution of compensation:
-
(1) The amount of any employee compensation distributed in cash or stocks and compensation for directors. If differences are found in the estimated expenses in the year, the difference, cause and reconciliation of the difference shall be disclosed:
| Unit: NT$ | Unit: NT$ | ||||
|---|---|---|---|---|---|
| Estimated amount for 2020 |
Approved amount by the Board of Directors on March 24, 2021 |
Difference between estimate and actual payment |
Causes | Status | |
| Employee compensaion |
447,196 | 447,196 | 0 | None | None |
| Directors' remuneration |
223,598 | 223,598 | 0 | None | None |
- (2) The amount of any employee compensation distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee compensation. Not applicable.
-106-
- Actual distribution of compensation to employees, directors and supervisors in the previous year (including number of shares, total and per-share price) and the difference to the estimated amount, stating the amount of difference, cause and reconciliation.
| Estimated amount for 2019 |
Ratified amount by the Board of Directors on March 17, 2020 |
Amount of actual payment |
Difference between estimate and actual payment |
Causes | Status | |
|---|---|---|---|---|---|---|
| Employee compensation incash |
0 |
0 | 0 | 0 | None | None |
| Employee compensation inshares |
0 |
0 | 0 | 0 | None | None |
| Directors' remuneration |
0 |
0 | 0 | 0 | None | None |
-107-
(IX) Repurchase of Shares by the Company:
Unit: NT$
| Share Buyback frequency | The Eighth Buyback |
|---|---|
| Purpose for share buyback | To enhance the credit of the company and therights ofstockholders |
| Buyback period | 2020.03.16~2020.05.15 |
| Buyback price range | NT$8-9.5 per share |
| Number and type of share buyback | Common shares 22,758,000 shares |
| Buyback volume | NT$185,259,045 |
| The purchased shares as a percentage of theplanned buyback |
22.76% |
| Number of shares to be written off or transfer |
0 shares |
| Accumulated shareholding | 22,758,000 shares |
| Accumulated shareholding as a percentage of outstandingshares(%) |
1.19% |
| Reasons for repurchase that have been reported but not completed |
To respect the market mechanism and safeguard the interests of the stockholders, Yieh Phui has not fully implemented the planned share buyback due to the fluctuation of the stock. |
II. Issuance of Corporate Bonds: The Company has not issued any corporate bonds in the most recent year up to the publication date of this annual report.
-
III. Issuance of Preferred Shares: The Company has not issued any preferred shares in the most recent year up to the publication date of this annual report.
-
IV. Issuance of Depository Receipts: The Company has not issued any depository receipts in the most recent year up to the publication date of this annual report.
-
V. Issuance of Employee Stock Option Certificates: None.
-
VI. Issuance of New Shares in Connection with Mergers and Acquisitions: None.
VII. Implementation of the Capital Utilization Plan: None
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Chapter 5 Operational OVerview
I. Business Content:
(I) Scope of Business:
- The main contents of the Company's consolidated business:
Horticulture Service Basic Industrial Chemical Manufacturing Other Non-metallic Mineral Products Manufacturing Iron and Steel Refining Iron and Steel Rolls over Extends and Crowding Iron and Steel Casting Iron and Steel Rolling, Drawing, and Extruding Steel Wires and Cables Manufacturing Metal Architectural Components Manufacturing Metal line Products Manufacturing Other Fabricated Metal Products Manufacturing Not Elsewhere Classified Metal Surface Treating Machinery and Equipment Manufacturing Other Machinery Manufacturing Not Elsewhere Classified Electronic Parts and Components Manufacturing Automobiles and Parts Manufacturing Motor Vehicles and Parts Manufacturing Wholesale of Flowers Wholesaling of hardware Wholesale of Building Materials Wholesale of Machinery Wholesale of Motor Vehicle Parts and Supplies Other Wholesale Trade Retail sale of Flowers Retail Sale of Ironware Retail Sale of Building Materials Retail Sale of Machinery and Equipment Retail Sale of Motor Vehicle Parts and Supplies Retail Sale of Other Retail Trade Not Elsewhere Classified International Trade Steel Construction Residence and Buildings Lease Construction and Development Specialized Field Construction and Development New County and Community Construction and Investment Real Estate Commerce Real Estate Rental and Leasing Rental and Leasing Business Wired Communication Equipment and Apparatus Manufacturing Telecommunication Equipment and Apparatus Manufacturing Manufacture of computer and peripherals
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Parts Manufacturing Precision Instruments Manufacturing Medical Materials and Equipment Manufacturing Electric Appliance Installation Apparatus Installation Construction International Trade Software Design Services Electric Appliance and Audiovisual Electric Products Repair Shops Electrical Machinery, Avionics and Supplies Manufacturing
Energy technology service Industry
Surface treatment, manufacturing, processing, wholesale, retail, domestic sale and export of stainless steel wire material, carbon steel wire material, free-cutting steel wire material, alloy steel wire material, rolling door material, steel pipe, stainless steel pipe, mechanical parts, steel strip, steel strip, can, alloy steel and stainless steel.
Processing, manufacturing, trade, domestic sale and export of various types of parts and hardware for scooter and bicycles.
Delegate construction companies in building public housing, lease and sale of commercial building.
Design, processing and sale of iron plate and composite steel frame.
Design, processing, manufacturing and sale of mechanical frame.
Processing, manufacturing and sale of galvanized iron plate, coated iron plate and cold pressed steel plate.
Processing, manufacturing, domestic sale and export of rolled steel, steel, structural steel, steel wire, iron strip and iron wire.
Operation of farm, livestock farm.
Manufacture, processing, trade and import and export of various types of paper pulp, paper and their raw materials.
Design, manufacture, installation and maintenance of machinery and equipment for steel mill, power plant, petrochemical plant, incineration plant and water treatment plant, including piping, pipe support, ventilation equipment, flue pipe, dust collector, fire extinguishing system, pressure vessel, furnace, annealing tank, heating furnace, conveyer and crane.
All business items that are not prohibited or restricted by the law, except those that are subject to special approval.
- Proportion of consolidated businesses
| Main Products | Amount | Ratio % |
|---|---|---|
| Pickled steelcoils | 13,835 | 0.02 |
| Rolled steelcoil | 5,916,984 | 10.68 |
| Galvanized steelcoils | 22,431,095 | 40.47 |
| Pre-painted steelcoils | 15,965,819 | 28.81 |
| Steelpipe | 2,046,253 | 3.69 |
| Wire | 5,407,927 | 9.76 |
| Construction revenue | 1,086,627 | 1.96 |
| Electronic products | 626,286 | 1.13 |
| Others | 1,926,969 | 3.48 |
| Total revenue | 55,421,795 | 100.00 |
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-
The Company's current consolidated product items include: manufacturing, processing, and trade of pickled steel coil, cold-rolled steel coil, (aluminum) zinc plated steel coil, coated steel coil, steel coil products, mechanical parts, piping engineering design, stainless steel wire, carbon steel wire, alloy steel wire and free-cutting steel wire, steel bar and straight bar, OEM/ODM, RFID products, walkie-talkie, smart monitoring system for LED street light.
-
Consolidated planned new product development:
| Item | Goal |
|---|---|
| 1. High corrosion resistance, high mechanical strength prepainted steel |
Following the government policy of domestic production and development of green energy, YP plans to overcome the limit on thickness of prepainted production and develop capability for producting prepainted steel with thickness of 1.6 to 2.3mm to increase the possibility of using YP products in green energyindustry. |
| 2. Environmentally-friendly prepainted steel for solar-sharing photovoltaic brackets |
Development of environmentally-friendly paint coating with high flexibility for use in solar-sharing photovoltaic brackets to prevent contaminations caused by the falling of chalked paint flakes containing chromeand prevent lossin the catch. |
| 3. Drawing quality thin gauge galvanized steel |
Development of car shaft parts suitable for stamping and drawing for Volkswagen, with a thickness of 0.2mm. Main applications are rotary shafts including window wiper, car door, rear trunk, and could be expanded to other vehicle applicationsin thefuture. |
| 4. Pre-painted steel forphotovoltaic bracket |
Development of economical bracket material for applications in harsh environments such as C5 and CX, with equal corrosion resistance, better price and yield than post-painted galvanized steel. |
| 5. Anti-microbial plus metallic coated steel product with nanoMark |
It is developed for the ducting (regular spangle) of top-class mansions located in Hong Kong and Singapore. In addition to inhibit the growth of ordinary pathogens, it shows notableinhibitionon legionella. |
| 6. Anti-microbial plus color coated steel product with nanoMark |
Nano zinc will be added into the paint to inhibit more types of pathogens and increase its performance. To promote the new productvia acquisitionof nanoMark. |
| 7. Anti-microbial and anti-fingerprint treated metallic coated steel product |
Develop low-temperature anti- microbial and anti-fingerprint treated metallic coated steel product so that product is equipped with self-cleaning and anti- microbial features, able to reduce contact between human body and bacteria, and improve operating environment.The product isapplicableforductingand decking. |
| 8. HSLA steel product | Develop high-strength low-alloy (HSLA) galvanized steel sheet, reduces carbon content to avoid decrease in weldability. The product isapplicablefor automotive structuralparts. |
| 9. Cold-rolled products of SEDDQ grade |
Develop SEDDQ cold-rolled steel sheet for extra deep drawing, increases products' added value. The product is applicable for automotive panel. |
| 10. Phosphorus-added high-strength IF cold-rolled steel |
Develop Phosphorus-added high-strength IF cold-rolled steel, increases products' added value, product diversification and satisfies customers' special requirements. The product isapplicablefor automotive panel. |
| 11. Bake hardening cold-rolled steel product |
Develop bake hardening cold-rolled steel products, increases products' added value and product diversification, and satisfies customers' special requirements. The product is applicable for automotive panel. |
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| Item | Goal |
|---|---|
| 12. Duplex steel cold-rolled steel product |
Develop duplex cold-rolled steels products, increases products' added value and product diversification, and satisfies customers' special requirements. The product is applicable for automotive structuralparts. |
| 13. Aluminum coated steel product |
Develop Aluminum coated steel products, increases products' added value and product diversification, and satisfies customers' special requirements.The product isapplicablefor automotive parts. |
| 14. Tank with high precision cutting fluid filtration function |
Develop tank with high precision cutting fluid filtration function, to extend cutting fluid's recycling useful life, thus reducing cost. Applicablefor rollgrindingmachines. |
| 15. Welding wheel with self-cleaning and self-cooling functions |
Develop welding wheel with self-cleaning and self-cooling function, increases efficiency of the welding machine and success rate of welding. Applicable forgalvanized wire. |
| 16. Self-lubricating steel product | Develop anti-fingerprint treated metallic coated steel product with self-lubricating function, increasing product's processing and forming performance. |
| 17. HSLA cold-rolled steel product |
Develop high-strength low-alloy (HSLA) cold-rolled steel sheets, reduces steel sheets' carbon content to avoid drop in weldability. The product isapplicablefor automotive structuralparts. |
| 18. High corrosion resistant zinc-aluminum coated steel product |
To cater to the requirements of materials for ABB electrical box, develops high corrosion-resistant zinc-aluminum coated steel products undersaltspraytesting. |
| 19. Cut and corrosion resistant PVDF color coated steel product |
Develop cut and corrosion resistant PVDF color coated steel products, satisfying customer's special requirements. The product is applicableforengineering work in harshenvironment. |
| 20. Strip simulated annealing test equipment |
Self-develop test equipment for use in simulated annealing, to reduce input and loss during online testing. |
| 21. Portable metallographic testing method |
Research and develop simple and fast metallographic detection methods, to be used in fast metallographic detection for advanced carsteel(duplexsteel,TRIPsteel)manufactured |
| 22. Pickling communication disk temperature control system |
Real-time monitoring of environmental temperature of electrical control room, prevent protective power outage due to overheating. |
| 23. A new shape of backup roll development |
Change backup roll forming in existing rolling mill to prevent slanted steel sheet |
| 24. A type of equipment with highly efficient HCL gas absorption |
Use in ARP HCL recovery and reuse, to reduce loss of materials and environmental pollution |
| 25. A type of new air knife ystem that reduces over galvanization at the edge |
Use to improve coated products' thick edge problem |
| 26. A type of highly efficient online testing for surface defects |
Use in PLTCM for fast online examination of detect resistance on the surface, to avoid defects from entering the rolling mill resulting in breakage |
| 27. Galvanized products for steel-plastic composite sheet |
Surface and forming quality are emphasized in the development of this product. It is currently used in China and North America container body market. It has high tensile strength, is convenient and light weight, and has added values such as economical value, safety, energy-savingand environmentallyfriendly. |
| 28. High weather resistance and self-cleaning color coated steel sheet |
Develop new type of self-cleaning color coated steel sheet, with hydrophilic additives added to the coating material, giving the product surface excellent self-cleaning and stain resistant characteristics. It is applicable for outdoor building materials of high added value. |
| 29. Cold-rolled transformation induced plasticity steel |
Develop cold-rolled transformation induced plasticity steel products, increases products' added value, product diversification |
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| Item | Goal |
|---|---|
| product | and satisfies customers' special requirements. The product is applicable for automotive structural parts. |
| 30. Cold-rolled products for flux cored wire |
Develop cold-rolled products for flux cored wire, increases products' added value, product diversification and satisfies customers'special requirements. |
| 31. Cold-rolled products for Bundy tube |
Develop cold-rolled products for Bundy tube, increase products' added value & product diversification, and satisfy customers' special requirements,applicablefor freezers. |
| 32. Cold-rolled products for rice cooker |
Develop cold-rolled products for rice cooker, increases products' added value, product diversification and satisfies customers' special requirements. |
| 33. Tungsten Carbide Coated Roll | Increase useful life of zinc pot and stability of quality |
| 34. The development of antistatic, efficient anti-microbial pre-painted steel |
Antistatic, efficient anti-microbial pre-painted steel sheet is developed by combining antistatic agents and anti-microbial paint coatings. The product can be applied to construction projects with specificrequirements toincrease product competitiveness. |
| 35. The development of efficient anti-microbial metallic coated steel |
Efficient anti-microbial metallic coated steel with anti-microbial passivation is developed for construction projects with specific requirements toincrease product competitiveness. |
| 36. The development of hot-dip Al-Si hot stamping steel |
Hot-dip Al-Si hot stamping steel, a product with bright market prospects for automotive safety parts, is developed to increase productvariety. |
| 37. The development of photocatalytic antibacterial pre-painted steel |
Antibacterial pre-painted steel sheet was developed by combining paint coatings with photocatalysts, which can be applied to construction projects with specific requirements to increase product competitiveness. |
| 38. The development of advanced high strength dual phase DP590 hot-dip galvanized steel |
DP590 dual phase steel, which is widely applied for automotive safety structural part in the market at present , is developed to increase product variety. |
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(II) Industry Overview:
1. Current state and development of the industry
Steel, being a necessary raw material for social and economic development, is a key indicator to evaluate a country's industrial production capability. Every country in the world deems its steel industry a a sign of state power. To improve a nation’s competitiveness, every country, developing and developed alike, takes an proactive stance in boosting the industry.
In the earlier phase, domestic steel industry develops in line with the post-war needs for economic development, and gains a footing gradually through the period in which the government carries out its economic planning and development in several phases. Generally, development of domestic steel industry can be broken down into 5 phases: The infancy phase before 1971; the growth phase in mid-1970s after the incorporation of China Steel Corporation (CSC); the mature period in 1980s when CSC launched its expansion of phase 2 and phase 3 construction, and private investors actively participates in plant construction.
After endeavors for half a century, domestic steel industry has shifted in line with the economic development from making steel out of scraps in the early days to adopting highly-mechanized steel mills and steel mills equipped with electric furnaces. The most advanced production techniques are also introduced, providing a complete basis for Taiwan's steel industry. Currently, domestic steel industry possess a comprehensive system comprising upstream, midstream, and downstream suppliers. Except for ultra-special steel products, it wields the ability to produce the various steels by itself.
The steel industry has a high capital and high technology-intensive characteristics, and the development of the industry must rely on the support of industrial, electrical machinery, civil, transportation and information industries, and the integration of downstream industries, and thus, the industry is highly capable of the industry's industrial and industrial development. Thus, the Company has made great contribution to the industry and thus has a significant output in the industry. Thus, the Company has made great contribution to the industry and the industry is highly committed to the industry. Thus, the Company has made great contribution to the industry and the industry is expected to have a significant output. Thus, the Company has made great contribution to the industry and the industry's overall economic growth.
- Relationship between upstream, mid-stream and downstream companies:
From the production history of iron and steel advanced countries, plated steel has the effect of replacing hot-rolled and cold-rolled steel. The rapid growth of the demand can be seen from the continued demand growth of global plated steel materials in recent years. Also, plated steel materials such as galvanized and coated steel plate are equipped with features such as: excellent corrosion resistance, easy processing, nice exterior, long useful life, low maintenance cost, recyclable and reusable and can replace wood, etc. With global climate anomalies and increase in environmental protection awareness in recent years, it has become an ideal environmental friendly material for infrastructure.
If upstream steel mills are able to supply low cost and competitive raw materials to mid and downstream companies, and let mid and downstream companies to turn to processing, export or for domestic sale, it will effectively increase the performance of processing and export, enhance the growth of gross domestic product (GDP). In addition, if upstream steel mills are able to further provide mid and downstream companies with in-depth processing, creating raw materials with higher added
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values, it would be able to bring out the effect of up, mid and downstream supply chain integration. The industry's foundation will then continue to expand, and mid and downstream companies will be able to better obtain industrial upgrade opportunities, create cluster effect, increase investment proportion in Taiwan, and create more job opportunities.
Yieh Phui is a professional manufacturer of plated steel materials such as galvanized products, coated steel coil, etc. Before the 90s, the supply of domestic plated steel material was less than demand, and had to rely on import to satisfy the gap after the significant increase in consumption. As such, the Company strove to replace imports with self-manufactured products. Besides attaining the goal of replacing imports with domestic products, it also relieves downstream processing companies of the inconvenience of delay in delivery date, unstable quality, tying down of funds, exchange rate risk, etc., that arise due to import. It directly increases operating efficiency and improves international competitiveness.
3. Product competitiveness and development trend:
In recent years, global plated steel material consumption continues to see a stable growth, leading to continued increase in production capacity. Influenced by globalization trend, the change of market share accelerated. Adapting to the change and adjusting the operating strategies to adapt to the global market pose a challenge.
As an island, the economy in Taiwan is the so-called "shallow-plate" type, of which natural resources are limited and economic growth heavily relies on international trades and income generated by exporting. With the backdrop of global marketing in steel, in terms of Free Trade Agreement (FTA), Taiwan is currently relatively weaker than other competing countries. This results in decrease in export competitiveness due to difference in tariff. Improvement in the short run is not expected and requires the government's active intervention.
However, the Company will strive to maintain flexible operation, and continue to enhance our product categories, dimension combination, equipment capacity, etc. which are more superior to our peers'. We will also expand our marketing channels, providing customers with more comprehensive services and feedback on raw materials purchase. Besides actively increasing product quality and image, we will also actively develop new products, to realize the blue ocean strategy, exceed our competitors, and conform to environmental protection trend. Our product specifications are geared towards environmental friendly green products, with the aim to increase operating performance.
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(III) Overview of Technology and R&D:
-
Consolidated research and development expenses invested in last fiscal year, up to the date of publishing of this annual report:
-
A total of NT$92,748(000) in 2020, and NT$25,663(000) between January and March 2021.
-
Consolidated products successfully researched and developed
| Item | Date of Development |
Results | |
|---|---|---|---|
| Environmental consumer product development and mobile learning |
February 2016 |
Successfully developed SGLC products (thickness 0.2mm - 0.3mm) of good flatness, and with substrate content and process adjustment, is applicable for electronic and electrical products for shallow drawn forming and welding, to meet the requirements of lightweight and low cost. |
|
| EP Energy Segment Checklist | November 2016 |
Successfully developed HSLA galvanized products steel sheet with thickness of more than 2.0 mm and tensile strength of 410 MPa and 480 MPa, applicable for high processing and welding in motorcars and station wagon. This product complies with the requirements of European Union's RoHS and automotive directive. |
|
| Environmental trivalent-chromium metallic coated steel product for outdoor use |
June 2017 | The successful development of environmental trivalent chromium metallic coated steel sheets for outdoor building materials complies with the EU Directive of not using hexavalent chromium before September 20, 2017; it was produced approximately 15,000 tons in the fourth quarter of 2017 and saved approximatelyNT$8 million of solution cost. |
|
| Environmental color coated steel product for outdoor use |
August 2017 | The successful development of color coated steel product for outdoor building materials complies with the relevant regulations of the EU and Japan on 2019 green chrome-free green building materials, and the development progress and product physical and chemical properties are significantly ahead of those in the domestic coating industry, increasing YP's product competitiveness all over the world. |
|
| Environmental chrome-free color coated steel product for stone-coating metal products |
October 2017 |
Successfully developed environmental chrome-free color coated steel product for stone-coating metal tiles in Europe. The performance evaluated by customers is better than that of European competitive steel products. This makes YP a leading player in the EU's relatively competitive market and has obtained great attention from customers of the US, Japan, Australia and New Zealand. |
|
| High performance nano environmental passivating and surfacing coated steel sheets |
June 2018 October 2018 |
Surfacing and coated steel sheets were successfully developed. With the verifications of Food Industry Research and Development Institute and SGS, the products are anti-bacterial and anti-mold that can prevent bacteria with strong resistance, such as SA, Corynebacterium Diphtheriae, Legionella pneumophila, Aspergillus niger. The products are certified by Taiwan Nanotechnology Industry Development Association (TANIDA), wildly implemented in wall and air-con system in medical institutions, food and biotechnology factories, libraries, theaters, shopping malls, airports, MRT stations, and other public areas. Theycan avoid the risks of cluster infection. |
|
| Environmentally friendly surface treatment for pre-painted steel substrate |
April 2019 | Successfully developed chrome-free surface pretreatment which is decomposed during degreasing process in the coil coating line. By replacing conventional oil treatment, the new pretreatment successfully breached the barrier of the European Safeguards, with a accumulated annual sale of more than 60,000 tons. |
|
| High performance indicators (continued) |
July 2019 | By fully understanding the paint properties and adjusting the curing temperature profile, paint supply and coating technologies for PVF(polyvinyl fluoride)were successfully |
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| Item | Date of Development |
Results | |
|---|---|---|---|
| developed. PVF offers higher weather and chemical resistance than PVDF and is suitable for high-end construction projects and environments classified as C5 and CX. |
|||
| High performance TEDLAR film laminated steel |
February 2020 |
Successfully developed DuPont TEDLAR PVF (polyvinyl fluoride) film laminated steel. Composed of more than 99% of fluoropolymer, the film provides very high weather and chemical resistance which is ideal for high-end construction projects and can greatlyincrease the value of Yieh Phuiproducts. |
|
| Anti-fingerprint coating with high corrosion resistance for outdoor applications |
September 2020 |
In addition, in order to maintain its anti-cancer performance, the high intensity of the production process is expected to lead to an anti-cancer and anti-cancer breakthrough. |
|
| HSLA cold-rolled steel product | At 31 December 2016 |
14003658 Successfully developed HSLA cold-rolled steel of 260MPa grade tensile strength, applicable for automotive structuralparts. |
|
| HSLA metallic coated steel product |
March 2016 | Successfully developed HSLA cold-rolled metallic coated steel sheet of 260MPa grade tensile strength, applicable for automotive structuralparts. |
|
| Pickling communication disk temperature control system |
June 2016 | Real-time monitoring of environmental temperature of electrical control room, prevent protective power outage due to overheating. |
|
| A new shape of backup roll development |
October 2016 |
Change backup roll forming in existing rolling mill to prevent slanted steel sheet |
|
| Anti-microbial and anti-fingerprint treated metallic coated steel product |
March 2017 | Develop low-temperature anti- microbial and anti-fingerprint treated metallic coated steel product so that product is equipped with self-cleaning and anti- microbial features, able to reduce contact between human body and bacteria, and improve operating environment. The product is applicable for ducting and decking. |
|
| Aluminum coated steel product | October 2017 |
Develop aluminum coated steel products, increases products' added value and product diversification, and satisfies customers' special requirements. The product is applicable for automotive parts. |
|
| Self-lubricating metallic coated steel product |
November 2017 |
Develop anti-fingerprint treated metallic coated steel product with self-lubricating function, increasing product's processing and forming performance. |
|
| HSLA cold-rolled steel product | October 2017 |
Successfully developed HSLA cold-rolled steel of 340MPa grade tensile strength,applicable for automotive structuralparts. |
|
| High corrosion resistant zinc-aluminum coated steel products |
April 2017 | To cater to the requirements of materials for ABB electrical box, develops high corrosion-resistant zinc-aluminum coated steel products under salt spraytesting. |
|
| A type of equipment with highly efficient HCLgas absorption |
March 2017 | Use in ARP HCL recovery and reuse, to reduce loss of materials and environmentalpollution |
|
| Cold-rolled products for Bundy tube |
December 2017 |
Develop cold-rolled products for Bundy tube, increase products' added value & product diversification, and satisfy customers' special requirements, applicable for condensers of refrigerators and freezers. |
|
| The development of high strength low alloy hot-dip galvanized H260LA,H420LA steel |
June 2018 | Successfully developed the high strength low alloy hot-dip galvanized steel sheet, it is applied for the automobile stamping parts. |
|
| The development of high strength interstitial free H220YD hot-dip galvanized steel |
July 2018 | Starting from the market demand, develop the coating products conforming to EN10346-HX220YD which applicable for the automotive stamping parts. |
|
| The development of lubricant | October | In order topurifythe recyclingof the temperingemulsion and |
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| Item | Date of Development |
Results | |
|---|---|---|---|
| circulation system for temper mill at hot-dip galvanizingline |
2018 | reduce the cost, one filtering device is developed to remove zinc or iron fines in the lubricant circulation system. |
|
| The development of high strength low alloy hot-dip galvanized HX300LA steel |
November 2018 |
Successfully developed the high strength low alloy hot-dip galvanized steel sheet, it is applied for the automobile stamping parts. |
|
| The development of thermal spraying tungsten carbide WC-12Co coated roll |
November 2018 |
In order to effectively increase service life of zinc pot roll and improve the quality of hot-dip galvanized steel sheet, Yieh Phui(China) developed one thermal spraying tungsten carbide coated roll. |
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(IV) Short- and Long-Term Business Development Plans
1. Long-Term Business Development Plans:
Long-term business development direction is the fundamentals of continuing to develop niche products and niche market. The Company flexibly adjusts product profile based on customer requirements, continues to develop market or products for end use, embarks on the environmental-friendly trend, to cater to the rapid market growth in Asia regions and other emerging industrial countries, as well as catering to existing sales channels.
2. Short-term Business Development Plan
Taiwan is a thin market, and the Company estimates that it was one of the top three suppliers of hot-dip galvanized and pre-painted steel products. Although domestic sales do not make up majority of overall sales, in response to COVID-19 and the strong exchange rate of the New Taiwan Dollar, especially significant during violent international market condition.
The short-term goal is to actively strengthen the product portfolio and implement the business direction of securing domestic market share. At present, the main product applications are focused on four major material solutions such as health and environmental protection, renewable energy, safety and fire protection, and information electronics, while satisfying domestic customers' demand for material quality improvement and expanding the business scope of the Company.
II. Market, Production and Sales Overview
(I) Market Analysis:
- Product's main sales regions:
The Company's plated and coated products continue to be marketed to the world, with sales channels in various places around the world. Besides the basic domestic market, export markets include China, Southeast Asia, Middle East, United States, Canada, E.U., Australia and other regions.
- Market share and market's future supply and demand situation and growth: According to the steel demand forecast of Taiwan (2020-2021) issued by Taiwan Iron and Steel Association in 2020, the annual demand of hot-dip galvanizing (including GI, GA, gf and GL) in 2019 was about 1.292 million tons, a decrease of 8.376% compared with about 1.41 million tons in 2018, which was caused by the Section 232 Tariffs on Steel & Aluminum of U.S. and the U.S.-China trade war, which caused the instability of international steel market, and the domestic market was also affected. Reflecting this, the demand for hot-dip galvanizing in 2020 is expected to stand at 1.24 million tons, decreased by 4.0% from 2019. However, in recent years, China has continued to promote the reform of the steel industry, and in 2021 will implement the policy of double control
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of production capacity and output, both for the domestic and international steel market is a positive message.
The Company will continue to implement global marketing strategy. The export ratio is expected to be 55~60% in 2020. In addition to fully satisfying domestic market demand this year, we will flexibly adjust to market conditions, place an appropriate proportion of our products in the international market and strive to increase the added value of our products, and flexibly adjust customer orders to ensure operating efficiency and performance.
- Analyze the advantages and disadvantages of competitive niche and development prospect, and then provide countermeasures against the disadvantages:
Advantages:
-
A. The product line of plating and coating are complete and the output ranks first in the industry. Under the production conditions of economic scale, the Company can fulfill the market demand, and the cost competitiveness is superior to other companies. In recent years, the Company actively develops various green eco-friendly products, and is able to increase the products' added value and fulfill the customers' various order requirements.
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B. With the frequent global climate anomalies, and increasing attention paid to environmental protection, galvanized and coated steel products processed from steel and iron raw materials are equipped with environmental friendly, recyclable and reusable properties, possessing high development potential in the future.
-
C. The purchase of hot rolling raw materials is mainly from domestic sources, which can avoid risks such as exchange rate, delivery date and quality. In particular, the strong rise in the New Taiwan dollar in 2020 has significantly reduced the impact of international fluctuations.
-
D. According to the statistics of the CRU International Steel Journal, the global consumption of plated steel in 2020 is about 167,110,000 tons, a decrease of 13,530,000 tons from the 18.063 million tons in 2019, a decrease of 7.5%. It is obvious that the economy of each country was in temporary recession due to the impact of COVID-19. However, during the years from 2010 to 2020, the average compound annual growth rate of consumption has reached 1.9%, suggesting that plated steel sheets are still flourishing in various areas.
-
E. Compared with the industry, the Company continues to implement internal management, which is conducive to the progress of production and marketing The Company had introduced Total
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Productive Maintenance (TPM) as early as 1998, of which the first-level TPM focused on "equipment," the second-level TPM focused on "personnel," the third-level TPM focused on "corporate image" and "quality service," the fourth-level TPM focused on "touching service," and the fifth-level TPM focused on "comprehensive service," so as to make Yieh Phui an enterprise valuing both manufacturing and services. The Company has currently committed itself to "Becoming world's best iron and steel manufacturing and service enterprise by 2020."
Unfavorable factors:
-
A. Ever since Taiwan became a member of WTO in 2002, import tariff on steel products has been eliminated. Along with the fact that domestic infrastructure construction slows down, domestic demands for steel are not easy to rise. Although the Company wields an advantage in quality, the competition from low-price steel imports is inevitable, the Company must change and innovate in time to meet business challenges.
-
B. The Company adopts a high proportion of export sales strategy. The international market fluctuates with the global economic situation, making it not as stable as the domestic market. In recent years, the prosperity of trade protection in various countries highlights the Company's difficult situation in global trade.
-
C. The progress of the signing of Free Trade Agreement (FTA) between Taiwan and other countries is slow, resulting in a gradual decrease in Taiwan's foreign trade competitiveness, and making sales in the global market more difficult. 10 Association of Southeast Asian Nations (ASEAN) countries and 5 non regional countries (excluding India) including Mainland China conducted free trade negotiations. The "Regional Comprehensive Economic Partnership", (RCEP) has completed on November 15, 2020. Except for Taiwan, almost all economies with some scale in Asia are included. China, Japan and South Korea will be more competitive in the Southeast Asian market due to import tariff preferences, and Taiwan will continue to be excluded.
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(II) Usage and Manufacturing Processes for the Company's Main Products
1. Main Products:
Product Item
Main usage
- Pickled steel coils
Pickled steel coils For use in electrical appliances, furniture and motor cars, industrial machinery, etc. Cold rolled steel coil For use in electrical appliances, furniture and motor cars, industrial machinery, etc.
-
Galvanized steel coils Raw materials for construction industry, household appliances, hardware, automobile industry, machinery
-
Pre-painted steel coils Raw materials for construction industry, household appliances, hardware, automobile industry, machinery
-
Steel coil products Raw materials for construction industry, household appliances, automobile industry (scooter, bicycle), machinery
-
Building's steel structure Building structure of residential buildings, office buildings, supermarkets, etc.
-
Plant's steel structure Plant structure for electronic plant, power plant, steel mill, incineration plant, etc.
-
Bridge's steel structure For use in roads and bridges Frame crane Bridge crane for transportation and hoisting in industrial plants
-
Straddle Carrier Lifting equipment for arranging and transportation of containers at container yard
-
Container crane Lifting equipment for hoisting of container at ports and harbors
-
Steel pipe Raw materials for construction industry, furniture, automobile industry (scooter, bicycle), machinery
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2. Manufacturing process:
==> picture [472 x 650] intentionally omitted <==
----- Start of picture text -----
Hot-rolled steel
coil
Pickling Pickled steel
coils
Warehouse
outbound
Cold rolling Cold rolled steel
coil
Galvanization Galvanized steel Warehouse
coils inbound
Coating Pre-painted steel
coils
Hot-rolled/cold-rolled steel
coil
Slitting
Warehouse
outbound
Tubing Hot-rolled/cold-r
olled steel pipe
Warehouse
inbound
Galvanization Galvanized steel
pipe
Hot-rolled/pickled/cold-rolled
steel coil Warehouse
outbound
Hot rolling/Pickling/cold
rolling
Cutting/Slitting Cutting steel plate, steel Warehouse
inbound
strip
Finished product inspection
Finished product inspection
Finished product inspection
----- End of picture text -----
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Manufacturing process
==> picture [304 x 220] intentionally omitted <==
----- Start of picture text -----
Steel plate/structural
steel
Raw material
production
Cold working Hoisting at site
Welding Warehouse
inbound
Coating Finished product
inspection
----- End of picture text -----
==> picture [188 x 215] intentionally omitted <==
----- Start of picture text -----
Steel plate/machinery/electrical
product
Cold working On-site
inspection
Welding Hoisting
Machining Factory test
Coating Assembly
----- End of picture text -----
==> picture [101 x 169] intentionally omitted <==
----- Start of picture text -----
Square tube, H-beam
Product: Steel structure
for buildings
Product: Steel structure
for plants
Product: Steel structure
for bridges
----- End of picture text -----
==> picture [107 x 119] intentionally omitted <==
----- Start of picture text -----
Product: Overhead crane
Product: Straddle Carrier
Product: Container crane
----- End of picture text -----
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(III) The Supply Status of the Major Raw Materials:
| Main raw materials | Supply by domestic suppliers |
Supply by foreign suppliers |
|---|---|---|
| Steel rolls | 91.45% | 8.55% |
| Paint | 100.00% | 0.00% |
| Zinc (aluminum) ingots |
50.69% | 49.31% |
| Steel billet | 78.88% | 21.12% |
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(IV) Information of customers that contribute to more than 10% of total sales in last two years:
- List of suppliers that contribute to more than 10% of the Company's net purchase:
Information of major suppliers in the most recent 2 fiscal years
| 2019 | 2019 | 2019 | 2019 | 2020 | 2020 | 2020 | 2020 | As of last quarter of 2021 (Note 2) | As of last quarter of 2021 (Note 2) | As of last quarter of 2021 (Note 2) | As of last quarter of 2021 (Note 2) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Type |
Amount | Percentage of annual net purchase (%) |
Relationships with the issuer |
Type |
Amount | Percentage to net purchase in the year up to the previous quarter(%) |
Relationships with the issuer |
Type | Amount | Percentage to net purchase in the year up to the previous quarter (%) |
Relationships with the issuer |
| 1 | 4017 | 13,519,552 | 27.36% | Non-related parties |
4017 | 9,774,480 | 21.53% | Non-related parties |
4017 | 3,508,041 | 21.96% | Non-related parties |
| 2 | A00194 | 1,764,373 | 11.05% | Non-related parties |
||||||||
| 3 | ||||||||||||
| Others | 35,886,383 | 72.64% | Others | 35,625,669 | 78.47% | Others | 10,701,338 | 66.99% | ||||
| Net purchases ofgoods |
49,405,934 | 100.00% | Net purchases of goods |
45,400,149 | 100.00% | Net purchases ofgoods |
15,973,752 | 100.00% |
-
Note 1: List the names of suppliers with more than 10% of the total purchase amount in the most recent 2 fiscal years, as well as the purchase amount and proportion. However, if it is not allowed to disclose the names of suppliers or trading partners as individuals and non related parties due to contractual agreements, it can be coded as such.
-
Note 2: Until the date of publication of the annual report, a company whose stock is listed on the stock exchange or traded over the counter, shall disclose the most recent financial statement audited or attested by the CPA, if any.
Reason for increase or decrease: cater to business requirements
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- List of customers that contribute to more than 10% of the Company's consolidated net sales:
Information of ma or customers for the most recent 2 fiscal ears j y
| 2019 | 2019 | 2019 | 2019 | 2020 | 2020 | 2020 | 2020 | As of last quarter of 2021 (Note 2) | As of last quarter of 2021 (Note 2) | As of last quarter of 2021 (Note 2) | As of last quarter of 2021 (Note 2) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Type | Amount | % of annual net sales |
Relations hips with the issuer |
Type |
Amount | % of annual net sales |
Relations hips with the issuer |
Type |
Amount | Percentage to net sales in the year up to the previous quarter(%) |
Relation ships with the issuer |
| 1 | ||||||||||||
| 2 | ||||||||||||
| 3 | ||||||||||||
| 4 | ||||||||||||
| 5 | ||||||||||||
| 6 | ||||||||||||
| 7 | ||||||||||||
| 8 | ||||||||||||
| 9 | ||||||||||||
| 10 | ||||||||||||
| Others | 59,687,597 | 100.00% |
Others | 55,421,795 | 100.00% | Others | 18,690,275 | 100.00% | ||||
| Net Sales | 59,687,597 | 100.00% |
Net Sales | 55,421,795 | 100.00% | Net Sales | 18,690,275 | 100.00% |
Note 1: List the names of suppliers with more than 10% of the total sales amount in the most recent 2 fiscal years, as well as the purchase amount and proportion. However, if it is not allowed to disclose the names of suppliers or trading partners as individuals and non related parties due to contractual agreements, it can be coded as such.
Note 2: Until the date of publication of the annual report, a company whose stock is listed on the stock exchange or traded over the counter, shall disclose the most recent financial statement audited or attested by the CPA, if any.
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(V) Production Volume and Value of the Most Recent Two Years
Unit: tons; NT$ thousands
| Year Production and volume Main products (or department) |
2020 |
2020 |
2020 |
2019 | 2019 | 2019 |
|---|---|---|---|---|---|---|
| Production capacity |
Production volume |
Production value |
Production capacity |
Production volume |
Production value |
|
| Pickled steel coils | 2,110,000 | 1,355,379 |
20,400,347 | 2,110,000 | 1,092,291 | 18,171,900 |
| Rolled steel coil | 1,020,000 | 452,181 |
7,285,921 | 1,020,000 | 444,877 | 7,985,921 |
| Hard rolled steel coil | 1,600,000 | 1,360,172 |
21,183,907 | 1,600,000 | 1,306,035 | 21,513,930 |
| Cold rolled steel coil | 500,000 | 134,373 |
2,389,222 | 500,000 | 99,805 | 1,907,895 |
| Galvanized steel coils | 2,300,000 | 1,857,690 |
34,696,562 | 1,900,000 | 1,610,579 | 32,909,003 |
| Pre-painted steel coils | 920,000 | 566,363 |
13,413,166 | 710,000 | 495,765 | 12,743,276 |
| OEM steel coil | - | 95,670 |
204,123 | - | 74,221 | 148,766 |
| Others | - | 103,877 |
1,031,286 | - | 104,131 | 1,103,883 |
| Steel pipe | 300,000 | 195,148 |
3,566,878 | 300,000 | 232,512 | 4,814,523 |
| Bridge crane | - | 17 |
263,850 | - | 13 | 259,720 |
| Steel structure | - | 28,266 |
757,732 | - | 30,116 | 1,295,239 |
| Wire | 500,000 | 216,449 |
5,533,835 | 500,000 | 288,144 | 6,737,439 |
| Total | 9,250,000 | 6,365,584 |
110,726,829 | 8,640,000 | 5,778,490 | 109,591,495 |
Note 1: Production capacity refers to the volume of product that can be produced by a company using existing production equipment and under normal operation, after taking into consideration factors such as necessary downtime, holiday, etc.
Note 2: Substitutable production capacity may be included in the production capacity and be stated in the note.
(VI) Sales Volume and Value of the Most Recent Two Years:
Unit: tons; NT$ thousands
| Unit: tons; NT$ thousands | Unit: tons; NT$ thousands | Unit: tons; NT$ thousands | Unit: tons; NT$ thousands | |||||
|---|---|---|---|---|---|---|---|---|
| Year Sales volume Main products (or department) |
2020 |
2019 | ||||||
| Domestic sales | Export | Domestic sales | Export | |||||
| Quantity | Amount | Quantity | Amount | Quantity | Amount | Quantity | Amount | |
| Pickled steel coils | 60 | 564 |
881 | 12,326 | 165 | 2,077 | 2,234 |
33,666 |
| Rolled steelcoil | 1,568 | 16,587 |
- | - | 1,523 | 18,939 | - | - |
| Hardrolled steelcoil | - | - |
228,699 | 3,721,976 | 148 | 2,595 | 271,660 |
4,617,169 |
| Coldrolled steelcoil | 207 | 3,258 | 124,974 | 2,171,622 | - | - | 93,759 |
1,649,109 |
| Galvanized steel coils | 301,284 | 5,548,437 |
870,181 | 18,343,998 | 300,733 | 6,353,649 | 782,735 |
18,280,314 |
| Pre-painted steel coils | 68,615 | 2,235,273 |
467,091 | 12,610,376 | 66,221 | 2,343,995 | 436,786 |
12,771,671 |
| Trading | 41,325 | 639,395 |
- | - | 49,667 | 818,830 | - |
- |
| OEM steel coil | 45,623 | 167,736 |
125 | 272 | 35,020 | 119,464 | 250 |
1,306 |
| Wire | 206,257 | 4,372,320 | 17,925 | 1,217,471 | 268,046 | 4,896,073 | 21,277 |
1,565,052 |
| Steelpipe | 59,402 | 1,228,892 |
47,288 | 983,472 | 85,663 | 1,637,304 | 67,449 |
1,767,019 |
| Bridge crane | 17 | 304,112 |
- | 818 | 13 | 269,096 | - |
7 |
| Steel structure | 28,266 | 830,300 |
- | - | 30,116 | 1,377,586 | - |
- |
| Others | 37,735 | 320,459 |
67,614 | 692,131 | 45,827 | 421,592 | 68,711 |
741,086 |
| Total | 790,361 | 15,667,333 | 1,824,776 | 39,754,462 | 883,142 | 18,261,199 | 1,744,861 |
41,426,398 |
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III. Employee Information of the Most Recent Two Years up to the Printing
of this Annual Report:
| of this Annual Report: | of this Annual Report: | |||
|---|---|---|---|---|
| Year | 2019 | 2020 | Current year up to March 31, 2021 (Note) |
|
| Number of employees |
Male | 3,634 | 3,758 | 3,828 |
| Female | 645 | 886 | 959 |
|
| Total | 4,279 | 4,644 | 4,787 |
|
| Averageage | 40.22 | 39.93 | 39.87 |
|
| Average yearofservices | 10.81 | 10.08 | 10.02 |
|
| Education level | PhD | 0.30% | 0.30% | 0.29% |
| Masters | 7.36% | 7.39% | 7.14% |
|
| University | 53.07% | 53.27% | 53.75% |
|
| Senior (Vocational) High |
34.73% | 35.31% | 35.10% |
|
| Below high school |
4.53% | 3.73% | 3.72% |
Note: The annual data shall be updated as of the publication date of this annual report.
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IV. Environmental Expenditures:
(I) Total damages (include compensation) and punishment due to environmental pollution in last fiscal
year up till January 14, 2021:
| Item | 2017 | 2018 | 2019 | 2020 | January 14, 2021 |
|---|---|---|---|---|---|
| Pollution (type, extent) |
None | In violation of the provisions of the "Air Pollution control Act", burning, melting, refining, grinding, casting, conveying or other operations are carried out, resulting in the generation of obvious granular pollutants, scattered in the air or other people's property. |
None |
The storage, removal or disposal methods and facilities for business waste in violation of the " Waste Disposal Act" shall comply with the regulations of the central competent authority. |
None |
| Compensation recipient or unit imposing the punishment |
None | The unit imposing the punishment is Kaohsiung City Government Environmental Protection Agency |
None | The unit imposing the punishment is Kaohsiung City Government Environmental Protection Agency |
None |
| Compensation amount or punishment |
None | Fine of NT$100,000, and 2 hours of environmental education workshop. |
None |
Fine of NT$60,000 and 2 hours of environmental education workshop. |
None |
| Other damages | None |
None | None | None | None |
(II) Future countermeasures and possible expenditure:
-
Improvement plans:
-
(1) Implement environmental protection, abide by the various environmental protection laws and regulations.
(2) Abide by ISO 14001 system, and carry out regular checks and identification in accordance to the environmental protection laws and regulations.
- (3) Actively implement management by wandering around in the plant, and deficiency correction preventive measures.
(4) Take part in various environmental law seminars and strengthen communication and
coordination with the competent authority.
| Item | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|
| Pollution control equipme nt to be purchase or expendit ure |
1. Supplies replacement and cleaning of air pollution control equipment. 2. VOCs air pollution charges. 3. Sulfur oxides and nitrogen oxides emissioncharge. |
1. Supplies replacement and cleaning of air pollution control equipment. 2. VOCs air pollution charges. 3. Sulfur oxides and nitrogen oxides emissioncharge. |
1. Supplies replacement and cleaning of air pollution control equipment. 2. VOCs air pollution charges. 3. Sulfur oxides and nitrogen oxides emissioncharge. |
1. Supplies replacement and cleaning of air pollution control equipment. 2. VOCs air pollution charges. 3. Sulfur oxides and nitrogen oxides emissioncharge. |
| Expected Improve |
1. Replace Raschig ring,heat storage |
1. Replace Raschig ring,heat storage |
1. Replace Raschig ring,heat storage |
1. Replace Raschig ring,heat storage |
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| Item | 2020 | 2020 | 2021 | 2021 | 2022 | 2022 | 2023 | 2023 |
|---|---|---|---|---|---|---|---|---|
| ments | materials and dust filter bag regularly to improve air quality (approximately NT$3,224.5 thousand). 2. Expected to pay VOC emission charges of NT$357.5 thousand per year. 3. Expected to pay sulfur oxides and nitrogen oxides emission charges of NT$181.5 thousand peryear. |
materials and dust filter bag regularly to improve air quality (approximately NT$3,224.5 thousand). 2. Expected to pay VOC emission charges of NT$357.5 thousand per year. 3. Expected to pay sulfur oxides and nitrogen oxides emission charges of NT$181.5 thousand peryear. |
materials and dust filter bag regularly to improve air quality (approximately NT$3,224.5 thousand). 2. Expected to pay VOC emission charges of NT$357.5 thousand per year. 3. Expected to pay sulfur oxides and nitrogen oxides emission charges of NT$181.5 thousand peryear. |
materials and dust filter bag regularly to improve air quality (approximately NT$3,224.5 thousand). 2. Expected to pay VOC emission charges of NT$357.5 thousand per year. 3. Expected to pay sulfur oxides and nitrogen oxides emission charges of NT$181.5 thousand peryear. |
||||
| Amount | Approx.$ 3763.5 thousand |
Approx.$ 3763.5 thousand |
Approx.$ 3763.5 thousand |
Approx.$ 3763.5 thousand |
||||
| 2. Expected environmental protection capital expenditures for next three years 3. Impact after improvements |
||||||||
| Item | 2020 | 2021 | 2022 | 2023 | ||||
| Impact on netprofit | Low impact | Low impact | Low impact | Low impact | ||||
| Impact on competitive position |
Continue to increase environmental protection performance, promote harmony in neighborhood,and maintaingood corporate image. |
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V. Labor-management Relations: (I) Existing important labor-management agreements and implementation situation:
The Company belongs to the iron and steel industry. Our employees are competent, and we implement people-oriented management. We fallow the clauses in the " Universal Declaration of Human Rights", The "the UN Guiding Principles on Business and Human Rights", "The United Nations Global Compact, (UNGC)" ", and "International Labor Organization" - recognize the right of everyone to freely choose / accept work for a living, treat and respect colleagues, contract staff and interns with dignity. In addition to providing guidance and training on job-related capacities, the Company provides legal, equitable and quality labor conditions to ensure that employees and their families lead a stable life; employees actively participate in matters of labor management relations while the Company develops a harmonious business environment both for the employer and the employees through honesty:
-
Respect basic human rights, demonstrating diversity and equal opportunities for all
-
(1) To ensure equal employment opportunities, an employer shall not discriminate against job applicants on the basis of race, social class, language, belief, religion, political party, origin, birth place, sex, sexual orientation, age, marital status, appearance, features, disability, horoscope, blood type or past membership of a labor union. The employer shall not conduct discriminative physical, verbal, or dispositional action based on the above listed.
-
(2) The company has formulated a clear and fair employee policy/standards and do not employ child labor, and provide employees with fair wages and equal salary for the same type of jobs without discrimination. To boost morale and retain/attract talent, the salary for employees is irregularly adjusted with reference to price changes and salaries within the industry. In fiscal 2020, due to the impact of COVID-19 and after considering the operating conditions, the salary was adjusted on January 1, 2021, with an average salary increase of 3.2%.
-
(3) The Company deploys fairness of employment, remuneration, training, evaluation, and promotion opportunities, and the provision of effective and appropriate grievance mechanisms. Employee complaint channels such as "Operations without Illegal Intervention", "Sexual Harassment Prevention Regulation", "Workplace Unlawful Prevention" and "Sexual Harassment Prevention Committee" are all established to prevent and respond to the rights and interests of employees.
-
(4) Established internal regulations of award and punishment for cases of management level or peer bullying and workplace violence such as physical and verbal assaults, intimidation and threatening, etc.
-
(5) Employee Welfare Committee encourages employees to establish
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diverse clubs and promote leisure and entertainment to cultivate peer connection.
-
Healthy and safe workplace
-
(1) The Company has obtained the "Excellent Healthy Workplace" award by the "Healthy Workplace Certification of National Health Service, Ministry of Health and Welfare".
-
(2) The Company has obtained "Sports Enterprise Certification of Sports Administration, MOE".
-
(3) The Company has a health management center, which is equipped with fitness equipment and health station testers. In addition to employing trainers to provide guidance, the company can also analyze and record the physical and mental status indicators of employees, so that the company not only carries out TPM comprehensive equipment quality maintenance, but also pays more attention to the promotion and improvement of the physical and mental status of employees.
-
(4) The Company provide each employee annual medical checkups by E-Da Hospital, serving as a preliminary health check for the employees.
-
(5) The Company worked with E-Da Hospital in setting up a clinic in the factory, assist employees in health management and regularly hold various healthy activities, encourage employees to participate freely in order to provide a healthy life for employees.
-
(6) The Company worked with E-Da Hospital to provide "Employee Health Management Planning and Services". Through the establishment of the Company's exclusive health care manager, we analyzed the annual health examination results and work-related factors, tracked specific personnel by grouping, prevented potential health risks, and provided the Company's employee health management, health information, medical consultation and other services.
-
(7) The working hours are based on labor laws and regulations to ensure that employees are not exposed to the risks of overwork and excessive hours. The regulations governing the determination of work hours and extended work hours are specified in the regulation to regularly manage and care for employees' attendance status and health risks.
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-
Communication and rewards
-
(1) The Company spares no effort in setting up internal communication channel. GroupWise e-mail system is now widely used by the employees, reducing the overuse of paper and reports.
-
(2) Sets up labor-management meetings, meetings for members of occupational safety and health committee, meetings for labor retirement reserve fund supervisory committee and meetings for employee benefits committee, providing a communication platform for both labor and management respecting employees rights, benefits, and occupational safety.
-
(3) The Company information corner is set up in the Company's internal website to allow employees to obtain timely information of the Company's directions through diversified communication platform. The setup of employee's voice provides employees a timely and two-way communication channel, making communication more efficient.
-
(4) The Company has regulations on rewards and punishments. In addition to reporting rewards for great achievements, merit recording and awards, the company may also issue a "bonus" to encourage employees according to the decision of the superior.
-
(5) To encourage the Company's employees to raise suggestions on improving operation, and attain the goal of improving performance, the Company has an innovation proposal management mechanism, where benefits and awards are calculated based on the benefits from the improvement proposals.
-
(6) Every year, the Company holds a voting campaign to award and publicly recognize outstanding employees, so they can serve as role models for our employees in the workplace, and become the benchmark for the Company to promote a quality corporate culture of "teamwork, professional skills, service value, and innovation".
-
(7) In recognition of the fact that internal instructors still devote their time to planning courses, producing teaching materials, delivering courses, and evaluating their effectiveness outside of their personal work, we will report outstanding instructors each year based on such indicators as the number of hours taught, the number of instructors, the satisfaction of students, and the evaluation of training units, and give them awards and recognition.
-
Welfare and training
-
(1) The Company treats its staff as one of its important assets. Besides purchasing labor and health insurance in accordance with the regulations, employees may also be protected by group insurance and travel insurance, comprising life insurance and business travel insurance, with premiums fully paid by the Company, providing employees with better security in terms of work and life.
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-
(2) Besides enjoying the benefits of group insurance for themselves, employees may also purchase discounted insurances in critical illness, medical, cancer insurance and personal accident, for their immediate family members and spouse, so that both the employees and their families are well taken care of.
-
(3) Cooperates with E-Da Healthcare Group in providing discounts on medical expenditures incurred by employees' spouse or direct blood relatives.
-
(4) The Company provides various kinds of subsidies and benefits, including subsidies in childbirth, marriage, travel, funeral and burial, hospitalization due to general injury or occupational injury, as well as subsidies and incentives for their children.
-
(5) The Company has established a well-organized Employee Welfare Committee, which is composed of representatives of various departments to organize various employee welfare measures and activities.
-
(6) Employees who have served more than three months may apply for Yieh Phui's stock ownership. 20% of stock ownership is set aside as awards every year, to attain the objective of long-term savings, accumulated wealth, and a stable lifestyle in the future.
-
(7) Bonus shall be paid according to the Company's monthly sales performance and personal performance.
-
(8) The year-end performance bonus will be paid according to the Company's annual business profit and personal performance.
-
(9) Cooperates with Mega International Commercial Bank in providing employees with no more than 10 times of inter-bank withdrawals, ATM transfers and internet bank transfers per month with no administrative charges.
-
(10) Employees may apply special leave and compensatory leave on 2-hourly basis, so that they can strike a better balance between work and family.
-
(11) Employees are allowed to extend their working hours and to perform duties in exchange for days off or for overtime allowance. The flexibility in working hours enable staff to have a balance between work and life.
-
(12) The Group's Leisure and Entertainment Business provides the employees with exclusive discounts on leisure and relaxation.
-
(13) The Company has established a comprehensive talent cultivation and development program and received the gold medal recognition from the Ministry of Labor for the "TTQS Talent Development Quality Management System" for corporate organizations, enhancing training effectiveness with a complete and systematic strategic training system.
-
(14) The Company cares for and encourages new employees, immediately
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communicates the company's values and policies to new employees on time, to provide employees with a friendly and safe working environment.
-
(15) The Company provides ongoing management training, professional training, on the job training, and assist our employees in obtaining the necessary professional licenses for their jobs. We also provide subsidies for our employees to study at I-Shou University to acquire the knowledge, skills, and attitudes needed to improve their work performance and achieve organizational goals.
-
(16) For employees with specific duties, we are required to conduct relevant training/courses and regular retraining in accordance with the Occupational Safety and Health Act, and assist employees to obtain various occupational safety licenses according to their duties to ensure the safety and health of their work and environment, and to prevent occupational disasters from occurring.
-
(17) The Company has set up a knowledge platform for education trainings, and integrated the platform with digital learnings, so as to put forward a systematic operation and management.
-
(18) Finance personnel obtaining relevant qualifications specified by the competent authority:
-
A. The Company's chief financial officer has passed the course of "Professional Certification for Accounting Manager of Public Listed Company" of the Accounting Research and Development Foundation.
-
B. Two audit personnel from the Company have obtained "Basic Proficiency Test for Corporate Internal Control" organized by the Securities and Futures Institute.
-
C. One finance personnel from the Company has obtained "Certificate of Competency in Corporate Action" awarded by the Securities and Futures Institute.
-
D. One finance personnel from the Company has obtained "Certified Public Accountant" license awarded by the Ministry of Examination.
-
-
Retirement measures and implementation:
-
(1) In order to provide a stable lifestyle for employees after retirement, in accordance with the Labor Standards Act, has established employees retirement mechanism. Regular employees of the Company who meet the retirement requirements of articles 53 and 54 of the Labor Standards Act will be given pension funs based on their years of service in the Company.
-
(2) The Company, according to the Regulations for the Allocation and Management of the Workers' Retirement Reserve Funds, sets aside 6% of employees' actual salary as retirement reserve every month, fills in the
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Retirement Reserve Deposit Slip, and deposit into Bank of Taiwan before the 20th of the following month.
(II) List of damages due to labor-management disputes in the last two years: None
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VI. Major Contracts:
| Nature of the Contract |
Contracting Parties | Contract start/end date |
Major Contents | Restrictive Clauses |
|---|---|---|---|---|
| Surface rights contract |
Shin Phui Steel Corporation |
June 15, 2001- June 14, 2051 |
1. Royalties payment method: Payment of NT$120,000 thousand to be amortized over 50 years. 2. As of December 31,2020, NT$46,900 thousand was allocated. |
|
| Surface rights contract |
Shin Yang Steel Co., Ltd. |
April 1, 2015 - March 31, 2025 |
1. Rental collection method: Monthly rental of NT$983 thousand closing at the beginning of each month. 2. Rental income recognized in 2020 was NT$11,796 thousand. |
|
| Construction contract |
Six travelling container cranes at track 40T of Pier 120 rear storage area, Kaohsiung Harbor, Port of Keelung |
August 14, 2015 - March 31, 2021 |
Total contract value: NT$311,100 thousand. |
|
| Construction contract |
New Spring Construction's E-DA Asia Plaza ground structure construction project |
March 30, 2015 - June 30, 2021 |
Total contract price: NT$1,928,244 thousand. |
|
| Construction contract |
Construction of phase 1 Pangu buildings by Greaten Construction Co.,Ltd. |
August 7, 2017 - May 31, 2021 |
Total contract price: NT$220,806 thousand. |
|
| Construction contract |
Manufacturing and installation of 13 overhead cranes, their steel tracks and safety electric bus-way for GMTC steel furnace plant at Liuying |
December 27, 2017 - June 30, 2021 |
Total contract price: NT$313,600 thousand. |
|
| Construction contract |
Development project phase 1 of district C of the core area of Shalun Smart Green Energy Science City by Reiju Construction |
April 19, 2018 - June 30, 2021 |
Total contract price: NT$260,203 thousand. |
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| Nature of the Contract |
Contracting Parties | Contract start/end date |
Major Contents | Restrictive Clauses |
|---|---|---|---|---|
| Construction contract |
Manufacture and installation of overhead cranes sized 300t(150t+150t)x 43m for the Wind Power Department of Century Iron and Steel Industrial Co. Ltd. |
September 10, 2018 - June 30, 2021 |
Contract price: NT$205,000 thousand. |
|
| Construction contract |
New Spring-e-Da Asia Commercial Building Construction Project - Steel Structure Engineering |
July 3, 2018 - December 31, 2021 |
Total contract price: NT$1,320,433 thousand. |
|
| Construction contract |
Tainan New Urban District New Crystal Section Warehouse New Construction Project of Dung Wei Construction Co., Ltd. |
May 20, 2019 - March 31, 2021 |
Total contract price: NT$207,251 thousand. |
|
| Construction contract |
The project of 14 cranes and electric tracks installation of CSBC Corporation, Taiwan. |
August 19, 2019 - April 30, 2021 |
Total contract value: NT$170,567 thousand. |
|
| Construction contract |
Tung Ho Steel TSMC Hsinchu Science Park New R&D Center Phase I OFFICE B building production project |
September 14, 2020 - July 30, 2022 |
Total contract value: NT$190,546 thousand. |
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Chapter 6 Financial Conditions
I. Condensed Balance Sheet and Consolidated Income Statement for the Most Recent Five Years
(I) Condensed balance sheet (consolidated)
| Chapter 6 Financial Conditions Condensed Balance Sheet and Consolidated Income Statement for the Most Recent Five Years (I) Condensed balance sheet (consolidated) |
Chapter 6 Financial Conditions Condensed Balance Sheet and Consolidated Income Statement for the Most Recent Five Years (I) Condensed balance sheet (consolidated) |
Chapter 6 Financial Conditions Condensed Balance Sheet and Consolidated Income Statement for the Most Recent Five Years (I) Condensed balance sheet (consolidated) |
Chapter 6 Financial Conditions Condensed Balance Sheet and Consolidated Income Statement for the Most Recent Five Years (I) Condensed balance sheet (consolidated) |
Chapter 6 Financial Conditions Condensed Balance Sheet and Consolidated Income Statement for the Most Recent Five Years (I) Condensed balance sheet (consolidated) |
Chapter 6 Financial Conditions Condensed Balance Sheet and Consolidated Income Statement for the Most Recent Five Years (I) Condensed balance sheet (consolidated) |
Chapter 6 Financial Conditions Condensed Balance Sheet and Consolidated Income Statement for the Most Recent Five Years (I) Condensed balance sheet (consolidated) |
Chapter 6 Financial Conditions Condensed Balance Sheet and Consolidated Income Statement for the Most Recent Five Years (I) Condensed balance sheet (consolidated) |
|---|---|---|---|---|---|---|---|
| Unit: NT$thousands | |||||||
| Year Item |
Financial Information for last 5 years |
From the beginning of the year to March 31, 2021 Financial Information (Consolidated) |
|||||
| 2016 | 2017 | 2018 | 2019 | 2020 | |||
| Current assets | 24,414,242 | 27,335,270 | 25,004,843 | 20,910,987 | 20,619,331 | 21,821,037 |
|
| Property, plant, and equipment |
37,867,059 | 39,326,842 | 41,118,529 | 43,146,104 | 46,222,080 | 46,828,396 |
|
| Intangibleassets | 9,533 | 8,880 | 452,363 | 432,499 | 374,347 | 352,566 |
|
| Other assets | 19,745,656 | 20,557,356 | 20,485,858 | 19,263,272 | 16,816,612 | 17,018,904 |
|
| Total assets | 82,036,490 | 87,228,348 | 87,061,593 | 83,752,862 | 84,032,370 | 86,020,903 |
|
| Current Liabilities |
Before distribution |
23,911,787 | 27,092,385 | 26,727,244 | 27,611,293 | 27,077,797 | 26,481,939 |
| After distribution |
- |
- | - | - | - | - |
|
| Non-current liabilities | 27,880,724 | 30,500,102 | 30,692,717 | 28,691,649 | 29,123,459 | 30,695,212 |
|
| Total liabilities |
Before distribution |
51,792,511 | 57,592,487 | 57,419,961 | 56,302,942 | 56,201,256 | 57,177,151 |
| After distribution |
- |
- | - | - | - | - |
|
| Equity attributable to shareholders of the parent company |
27,537,651 | 27,841,691 | 27,787,869 | 25,850,231 | 26,469,211 | 27,479,452 |
|
| Share capital | 17,180,905 | 18,211,760 | 18,758,113 | 19,133,275 | 18,905,695 | 18,905,695 |
|
| Capitalsurplus | 4,737,131 | 4,873,770 | 4,883,218 | 4,884,281 | 4,929,007 | 4,929,007 |
|
| Retained earnings |
Before distribution |
5,786,966 | 5,392,816 | 4,705,770 | 2,810,846 | 3,589,018 | 4,693,891 |
| After distribution |
- |
- | - | - | - | - |
|
| Other equity | -167,351 | -636,655 | -559,232 | -978,171 | -954,509 | -1,049,141 |
|
| Treasury stock | - | - | - | - | - | - |
|
| Non-controlling interests |
2,706,328 | 1,794,170 | 1,853,763 | 1,599,689 | 1,361,903 | 1,364,300 |
|
| Total Equity |
Before distribution |
30,243,979 | 29,635,861 | 29,641,632 | 27,449,920 | 27,831,114 | 28,843,752 |
| After distribution |
- |
- | - | - | - | - |
Source: The above consolidated financial statements of the first quarter of 2021 have been audited by the CPA
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Condensed balance sheet (Parent company only)
Unit: NT$ thousands
Unit: NT$thousands |
Unit: NT$thousands |
Unit: NT$thousands |
Unit: NT$thousands |
Unit: NT$thousands |
||
|---|---|---|---|---|---|---|
| Year Item |
Financial Information for last 5 years |
|||||
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Current assets | 8,199,957 | 9,254,088 | 7,510,760 | 6,798,509 |
6,276,773 |
|
| Property, plant, and equipment |
8,559,554 | 8,106,718 | 7,656,732 | 7,386,910 |
7,108,161 |
|
| Intangibleassets | - | - | - | - |
- |
|
| Other assets | 31,473,561 | 33,581,429 | 35,499,170 | 33,493,056 |
32,380,542 |
|
| Total assets | 48,233,072 | 50,942,235 | 50,666,662 | 47,678,475 |
45,765,476 |
|
| Current Liabilities |
Before distribution |
11,076,491 |
12,540,901 | 12,031,176 | 12,793,730 |
12,367,634 |
| After distribution |
- |
- | - | - |
- |
|
| Non-current liabilities | 9,618,930 | 10,559,643 | 10,847,617 | 9,034,514 |
6,928,631 |
|
| Total liabilities | Before distribution |
20,695,421 |
23,100,544 | 22,878,793 | 21,828,244 |
19,296,265 |
| After distribution |
- |
- | - | - |
- |
|
| Share capital | 17,180,905 | 18,211,760 | 18,758,113 | 19,133,275 |
18,905,695 |
|
| Capitalsurplus | 4,737,131 | 4,873,770 | 4,883,218 | 4,884,281 |
4,929,007 |
|
| Retained earnings |
Before distribution |
5,786,966 |
5,392,816 | 4,705,770 | 2,810,846 |
3,589,018 |
| After distribution |
- |
- | - | - |
- |
|
| Other equity | -167,351 | -636,655 | -559,232 | -978,171 |
-954,509 |
|
| Treasury stock | - | - | - | - |
- |
|
| Equity | 27,537,651 | 27,841,691 | 27,787,869 | 25,850,231 |
26,469,211 |
-141-
(II) Statements of Comprehensive Income (Consolidated)
Unit: NT$ thousands
| Year Item |
Financial Information for last 5 years |
Financial Information for last 5 years |
Financial Information for last 5 years |
Financial Information for last 5 years |
Financial Information for last 5 years |
Financial information as of March 31, 2021 (Consolidated) |
|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Operating revenue |
52,847,410 | 71,158,662 | 73,856,189 | 59,687,597 | 55,421,795 | 18,690,275 |
| Gross operating profit |
7,206,359 | 6,299,383 |
5,911,201 | 2,549,118 | 4,151,017 | 1,994,655 |
| Operating income (loss) |
3,844,037 | 2,211,374 |
1,458,510 | (895,193) | 1,133,086 | 1,063,467 |
| Non-operating revenues and expenses |
(471,965) | (406,009) |
(1,102,964) | (1,090,273) | (550,296) | 342,676 |
| Income before income tax |
3,372,072 | 1,805,365 |
355,546 | (1,985,466) | 582,790 | 1,406,143 |
| Net income (loss) from continuing operations |
2,378,545 | 1,345,310 |
264,944 | (1,700,285) | 517,588 | 1,113,347 |
| Loss from discontinued operations |
- | - | - | - | - | - |
| Net income (loss) for the period |
2,378,545 | 1,345,310 |
264,944 | (1,700,285) | 517,588 | 1,113,347 |
| Other comprehensive income (loss) (Net |
(904,716) | (504,626) |
(21,012) | (329,270) | 61,475 | (99,918) |
income after tax) |
||||||
| Total comprehensive income |
1,473,829 | 840,684 |
243,932 | (2,029,555) | 579,063 | 1,013,429 |
| Net Profit that Belongs to the Owner of the Parent Company |
2,502,005 | 1,367,405 |
308,506 | (1,401,081) | 735,238 | 1,104,219 |
| Net Profit that Belongs to the Non-controlling Interests |
(123,460) | (22,095) |
(43,562) | (299,204) | (217,650) | 9,128 |
| Total comprehensive income (loss) attributable to owners of parent company |
1,612,620 | 878,961 |
293,049 | (1,745,191) | 813,293 | 1,011,012 |
| Total comprehensive income (loss) attributable to non-controlling interests |
(138,791) | (38,277) |
(49,117) | (284,364) | (234,230) | 2,417 |
| Earnings per share |
1.46 | 0.75 |
0.16 | -0.73 | 0.39 | 0.58 |
Source: The above consolidated financial statements of the first quarter of 2020 have been audited by the CPA
-142-
Consolidated income statement (Parent company only)
Unit: NT$ thousands
| Year Item |
Financial Information for last 5 years |
Financial Information for last 5 years |
Financial Information for last 5 years |
Financial Information for last 5 years |
Financial Information for last 5 years |
|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | |
| Operatingrevenue | 23,867,665 | 29,179,218 | 30,026,324 | 24,971,014 | 20,936,210 |
| Gross operating profit |
3,857,918 | 3,789,635 |
2,438,766 | 665,857 | 1,516,300 |
| Operating income (loss) |
2,064,727 | 1,461,329 |
876,087 | (572,255) | 368,368 |
| Non-operating revenues and expenses |
948,024 | 208,432 |
(587,176) | (1,168,073) | 468,997 |
| Income before income tax |
3,012,751 | 1,669,761 |
288,911 | (1,740,328) | 837,365 |
| Net income (loss) from continuing operations |
2,502,005 | 1,367,405 |
308,506 | (1,401,081) | 735,238 |
| Loss from discontinued operations |
- | - |
- | - | - |
| Net income (loss) for the period |
2,502,005 |
1,367,405 |
308,506 | (1,401,081) | 735,238 |
| Other comprehensive income (loss) (Net income after tax) |
(889,385) |
(488,444) |
(15,457) | (344,110) | 78,055 |
| Total comprehensive income |
1,612,620 | 878,961 |
293,049 | (1,745,191) | 813,293 |
| Earningsper share | 1.46 | 0.75 | 0.16 | -0.73 | 0.39 |
(III) Names of CPAs for The Most Recent Five Years and Audit Opinions
- Names of CPAs for The Most Recent Five Years and Their Audit Opinions
| Year | Name of accounting firm | Name of CPA | Auditors’ Opinions |
|---|---|---|---|
| 2016: | Crowe Horwath China CertifiedPublicAccountants |
Ling-Wen Huang, Jen-YaoHsieh |
Unqualified opinion |
| 2017 | Crowe Horwath China CertifiedPublicAccountants |
Ling-Wen Huang, Jen-YaoHsieh |
Unqualified opinion |
| 2018 | Crowe Horwath China CertifiedPublicAccountants |
Ling-Wen Huang, Jen-YaoHsieh |
Unqualified opinion |
| 2019 | Crowe Horwath China CertifiedPublicAccountants |
Ling-Wen Huang, Shu-Man Tsai |
Unqualified opinion |
| 2020 | Crowe Horwath China Certified Public Accountants |
Ling-Wen Huang, Shu-Man Tsai |
Unqualified opinion |
- Change of CPA in the last five years if any: In response to the need of internal organization adjustments by Crowe (TW) CPAs, the Company has since 2019 Q2 financial statements attestation, changed the CPAs from Ling-Wen Huang and Jen-Yao Hsieh to CPAs Ling-Wen Huang and Shu-Man Tsai.
-143-
II. Financial Analysis of the Most Recent Five Years
Consolidated financial analysis
| Year (Note 1) Item analyzed (Note 3) |
Year (Note 1) Item analyzed (Note 3) |
FinFinancial Analysis of The Most Recent Five Years | FinFinancial Analysis of The Most Recent Five Years | FinFinancial Analysis of The Most Recent Five Years | FinFinancial Analysis of The Most Recent Five Years | FinFinancial Analysis of The Most Recent Five Years | Financial information as of March 31, 2021 |
|---|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | |||
| Financial Structure (%) |
Liabilities to assets ratio | 63.13 | 66.02 | 65.95 | 67.23 | 66.88 |
66.47 |
| Long-term capital to property, plant, and equipment ratio |
153.50 | 152.91 | 146.73 | 130.12 | 123.22 |
127.14 |
|
| Solvency (%) |
Current ratio | 102.10 | 100.90 | 93.56 | 75.73 | 76.15 |
82.40 |
| Quick ratio | 58.52 | 52.82 | 47.75 | 40.66 | 31.62 |
32.97 |
|
| Interest coverage ratio | 5.27 | 2.61 | 1.28 | -0.51 | 1.51 |
6.36 |
|
| Operating Performance Analysis |
Receivables turnover ratio (times) |
16.05 | 16.77 | 15.60 | 14.69 | 18.67 |
7.05 |
| Average collection period (days) |
22.74 | 21.77 | 23.40 | 24.84 | 19.55 |
51.77 |
|
| Inventory turnover ratio (times) |
6.50 | 7.11 | 6.68 | 6.31 | 6.30 |
1.74 |
|
Accounts payables turnover ratio(times) |
18.27 | 20.86 | 25.48 | 26.03 | 29.68 |
9.42 |
|
| Days'salesin inventory | 56.15 | 51.34 | 54.64 | 57.84 | 57.93 |
209.77 |
|
| Property, plant, and equipment (PP&E) turnover ratio(times) |
1.43 | 1.84 | 1.84 | 1.42 | 1.24 |
0.40 |
|
| Total asset turnover ratio (times) |
0.67 | 0.84 | 0.85 | 0.72 | 0.66 |
0.22 |
|
| Profitability Analysis |
Return on total assets(%) | 3.83 | 2.69 | 1.46 | -0.76 | 1.71 |
1.56 |
| Return on equity (%) | 8.03 | 4.49 | 0.89 | -5.96 | 1.87 |
3.93 |
|
| Pre-tax income to paid-in capital ratio(%) (Note 7) |
19.63 | 9.91 | 1.90 | -10.38 | 3.08 |
7.44 |
|
| Netprofit margin(%) | 4.50 | 1.89 | 0.36 | -2.85 | 0.93 |
5.96 |
|
| Earningsper share(NT$) | 1.46 | 0.75 | 0.16 | -0.73 | 0.39 |
0.58 |
|
| Cash flow | Cash flow ratio (%) | 14.11 | 0 | 8.74 | 10.22 | 6.82 |
1.38 |
| Cash flow adequacy ratio (%) |
44.44 | 32.72 | 36.83 | 43.90 | 38.11 |
30.89 |
|
| Cash re-investment ratio (%) | 4.14 | 0 | 2.33 | 2.99 | 2.06 |
0.37 |
|
| Leverage | Operating leverage | 1.87 | 2.85 | 4.05 | - | 3.66 |
1.88 |
| Financial leverage | 1.26 | 2.03 | 7.51 | - | - |
1.33 |
-144-
Please state the causes of changes in each financial ratio for the preceding two fiscal years. (except when the change is less than 20% ).
-
Decrease in quick ratio: Mainly due to increase in inventories and prepayments during the period.
-
Increase in interest protection multiples: Mainly due to the increase in net income before tax for the period. 3. Increase in Receivables turnover (times): Mainly due to the early collection of some receivables during the period, resulting in an increase in the turnover rate.
-
Decrease in average collection period: Mainly due to the early collection of some receivables during the period, resulting in an increase in the turnover rate and a decrease in the average number of collection days.
-
Increase in return on assets: Mainly due to the increase in current net profit.
-
Increase in return on equity: Mainly due to increase in current net profit.
-
Increase in ratio of income before tax to paid-up capital: Mainly due to increase in current net profit before tax compared to the same period last year.
-
Increase in net profit margin: Mainly due to increase in current net profit.
-
Increase in earnings per share: Mainly due to increase in current net profit.
-
Decrease in cash flow ratio: Mainly due to the decrease in net cash flow from operating activities.
-
Decrease in cash reinvestment ratio: Mainly due to the decrease in net cash flow from operating activities in the current period compared to the previous period.
-
Operating leverage: Mainly due to the increase in net operating profit compared to the prior period.
1. Financial Structure
-
(1) Debt-asset ratio = total liabilities/total assets.
-
(2) Long-term capital to property, plant and equipment ratio = (total equity + non-current liabilities)/net property, plant and equipment.
-
Solvency
-
(1) Current ratio = current assets/current liabilities.
-
(2) Quick ratio = (current assets – inventory – prepaid expense)/current liabilities.
-
(3) Interest protection multiples = net income before income tax and interest expense/current interest expense.
-
Operating Performance Analysis
-
(1) Receivables (including accounts receivable and notes receivable arising from business operations) turnover rate = net sales/average receivables (including accounts receivable and notes receivable arising from business operations) for each period
-
(2) Average collection period = 365/receivables turnover ratio.
-
(3) Inventory turnover ratio = cost of goods sold/average inventory amount.
-
(4) Payable (including accounts payable and business-related notes payable) turnover ratio = cost of goods sold/average payable balance of the period (including accounts payable and business-related notes payable).
-
(5) Average days of sales = 365/inventory turnover.
-
(6) Property, plant, and equipment (PP&E) turnover ratio = net sales/average PP&E
-
(7) Total asset turnover ratio = net sales / average total assets.
-
Profitability Analysis
-
(1) Return on assets = (net income + interest expense x (1– tax rate))/average total assets.
(2) Return on equity = net income after tax/ average total equity
- (3) Net profit margin = net income/net sales.
- (4) Earnings per share = (income or loss attributable to owners of parent company – dividends on preferred shares) / weighted average number of issued shares. (Note 4)
-
Cash flow
-
(1) Cash flow ratio = net operating cash flow/current liabilities.
-
(2) Net cash flow adequacy ratio = net operating cash flow in last 5 years/(capital expenditures + inventory increase + cash dividend) in last 5 years.
-
(3) Cash re-investment ratio = (Net operating cash flow – cash dividend) / (gross property, plant and equipment + long-term investment + other non-current assets + working capital). (Note 5)
-
-
Leverage:
- (1) Operating leverage = (Net operating revenue - variable operating change cost and expense)/Operating income (Note 6).
-
(2) Financial leverage = Operating income/(operating income - interest expenses).
-
The following shall be noted when using the above formula for earnings per share:
-
It should be based on the weighted average number of shares of common stock rather than
-145-
the number of issued shares at the end of the year.
-
When there is a cash capital increase or treasury stock transaction, the period of time in circulation shall be considered in calculating the weighted average number of shares.
-
In the case of capital increase out of earnings or capital surplus, the calculation of earnings per share for the past fiscal year and the fiscal half-year shall be retrospectively adjusted based on the capital increase ratio, without the need to consider the issuance period for the capital increase.
-
If the preferred shares are non-convertible cumulative preferred shares, the dividend of the current year (whether issued or not) shall be subtracted from net profit after tax, or added to net loss after tax. In the case of non-cumulative preferred shares, if there is net profit after tax, dividend on preferred shares shall be subtracted from net profit after tax; no adjustment is required in case of loss.
Special attention should be paid to the following matters when carrying out cash flow analysis:
-
Net cash flow from operating activities refers to the net cash inflow from operating activities in the cash flow statement.
-
Capital expenditures refer to the cash outflows for annual capital investment.
-
The increase in inventory is counted only when the balance at the end of the period is greater than the balance at the beginning of the period. If the inventory decreases at the end of the year, it is counted as zero.
-
Cash dividend includes cash dividends from common stocks and preferred stocks.
-
Gross property, plant and equipment value refers to the total value of property, plant and equipment before subtracting accumulated depreciation.
The issuer shall classify the operating costs and operating expenses as fixed or variable according to their nature. If it involves estimation or subjective judgment, attention should be paid to its reasonableness and consistency.
- Where company shares have no par value or where the par value per share is not NT$ 10, any calculations that involve paid-up capital ratio shall be replaced with the equity ratio attributable to the owners of the parent company as stated in the balance sheet.
-146-
Individual financial analysis
| Year (Note 1) Item analyzed (Note 2) |
Year (Note 1) Item analyzed (Note 2) |
Year (Note 1) Item analyzed (Note 2) |
FinFinancial Analysis of The Most Recent Five Years |
FinFinancial Analysis of The Most Recent Five Years |
FinFinancial Analysis of The Most Recent Five Years |
FinFinancial Analysis of The Most Recent Five Years |
FinFinancial Analysis of The Most Recent Five Years |
|---|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | |||
| Financial Structure (%) |
Liabilities to assets ratio | 42.91 | 45.35 | 45.16 | 45.78 |
42.16 |
|
| Long-term capital to property, plant, and equipment ratio |
434.09 | 473.70 | 504.59 | 472.25 |
469.85 |
||
| Solvency (%) |
Current ratio | 74.03 | 73.79 | 62.43 | 53.14 |
50.75 |
|
| Quick ratio | 38.51 | 38.28 | 28.66 | 25.87 |
21.78 |
||
| Interest coverage ratio | 9.47 | 5.21 | 1.65 | -3.05 |
3.19 |
||
| Operating Performance Analysis |
Receivables turnover ratio (times) |
16.59 | 19.25 | 18.55 | 16.71 |
15.40 |
|
| Average collection period (days) |
22.00 | 18.96 | 19.68 | 21.85 |
23.70 |
||
| Inventory turnover ratio (times) |
6.85 | 6.51 | 6.96 | 6.85 |
5.83 |
||
Accounts payables turnover ratio(times) |
16.25 | 20.25 | 22.05 | 17.43 |
17.58 |
||
| Days' sales in inventory | 53.28 | 56.07 | 52.45 | 53.30 |
62.64 |
||
| Property, plant, and equipment (PP&E) turnover ratio (times) |
2.73 | 3.50 | 3.81 | 3.32 |
2.89 |
||
| Total asset turnover ratio (times) |
0.51 | 0.59 | 0.59 | 0.51 |
0.45 |
||
| Profitability Analysis |
Returnon total assets (%) | 5.98 | 3.42 | 1.30 | -2.15 |
2.23 |
|
| Returnonequity (%) | 9.37 | 4.94 | 1.11 | -5.22 |
2.81 |
||
| Percentage to net Income Capital Ratio(%) |
Operating income |
12.02 | 8.02 | 4.67 | -2.99 |
1.95 |
|
| Pre-tax net profit |
17.54 | 9.17 | 1.54 | -9.10 |
4.43 |
||
| Netprofit margin(%) | 10.48 | 4.69 | 1.03 | -5.61 |
3.51 |
||
| Earnings pershare (NT$) | 1.46 | 0.75 | 0.16 | -0.73 |
0.39 |
||
| Cash flow | Cash flow ratio (%) | 18.09 | 4.28 | 16.99 | 3.29 |
5.13 |
|
| Cash flow adequacy ratio (%) |
138.01 | 117.14 | 128.60 | 159.22 |
130.57 |
||
| Cash re-investment ratio (%) |
4.10 | 1.07 | 4.05 | 0.80 |
1.23 |
||
| Leverage | Operating leverage | 1.87 | 2.59 | 2.78 | - |
4.12 |
|
| Financial leverage | 1.21 | 1.37 | 2.02 | - |
- |
-147-
Please state the causes of changes in each financial ratio for the preceding two fiscal years. (except when the change is less than 20% ).
-
Increase in interest protection multiples: Mainly due to increase in net profit before tax.
-
Increase in return on assets: Mainly due to the increase in current net profit.
-
Increase in return on equity: Mainly due to increase in current net profit.
-
Increase in the ratio of operating profits to paid-in-capital Mainly due to increase in operating profits. 5. Increase in ratio of income before tax to paid-up capital: Mainly due to increase in current net profit before tax compared to the same period last year.
-
Increase in net profit margin: Mainly due to increase in current net profit.
-
Increase in earnings per share: Mainly due to increase in current net profit.
-
Increase in Cash flow ratio: Mainly due to increase in net operating cash flows
-
Increase in cash flow ratio: Mainly due to increase in net cash flow from operating activities.
-
Operating leverage: Mainly due to the increase in net operating profit compared to the prior period.
-
Financial Structure
-
(1) Debt-asset ratio = total liabilities/total assets.
-
(2) Long-term capital to fixed assets ratio = (shareholders' equity + long-term liabilities)/net fixed assets.
-
-
Solvency
-
(1) Current ratio = current assets/current liabilities.
-
(2) Quick ratio = (current assets – inventory – prepaid expense)/current liabilities.
-
(3) Interest protection multiples = net income before income tax and interest expense/current interest expense.
-
-
Operating Performance Analysis
-
(1) Receivables (including accounts receivable and notes receivable arising from business operations) turnover rate = net sales/average receivables (including accounts receivable and notes receivable arising from business operations) for each period
-
(2) Average collection period = 365/receivables turnover ratio.
-
(3) Inventory turnover ratio = cost of goods sold/average inventory amount.
-
(4) Payable (including accounts payable and business-related notes payable) turnover ratio = cost of goods sold/average payable balance of the period (including accounts payable and business-related notes payable).
-
(5) Average days of sales = 365/inventory turnover.
-
(6) Fixed assets turnover ratio = net sales / average total assets.
-
(7) Total asset turnover ratio = net sales / average total assets.
-
-
Profitability Analysis
-
(1) Return on assets = (net income + interest expense x (1– tax rate))/average total assets.
-
(2) Return on equity = profit and loss after tax/average shareholders' equity.
-
(3) Net profit margin = net income/net sales.
-
(4) Earnings per share = (net profit after tax – dividends on preferred shares)/weighted average number of issued shares. (Note 4)
-
-
Cash flow
-
(1) Cash flow ratio = net operating cash flow/current liabilities.
-
(2) Net cash flow adequacy ratio = net operating cash flow in last 5 years/(capital expenditures + inventory increase + cash dividend) in last 5 years.
-
(3) Cash re-investment ratio = (Net cash flow from operating activities – cash dividend)/(gross fixed assets value + long-term investment + other assets + working capital). (Note 5)
-
-
Leverage:
- (1) Operating leverage = (Net operating revenue - variable operating change cost and expense)/Operating income (Note 6).
-
(2) Financial leverage = Operating income/(operating income - interest expenses).
-
The following shall be noted when using the above formula for earnings per share:
-
It should be based on the weighted average number of shares of common stock rather than the number of issued shares at the end of the year.
-
When there is a cash capital increase or treasury stock transaction, the period of time in circulation shall be considered in calculating the weighted average number of shares.
-
In the case of capital increase out of earnings or capital surplus, the calculation of earnings per share for the past fiscal year and the fiscal half-year shall be retrospectively adjusted based on the capital increase ratio, without the need to consider the issuance period for the
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capital increase.
- If the preferred shares are non-convertible cumulative preferred shares, the dividend of the current year (whether issued or not) shall be subtracted from net profit after tax, or added to net loss after tax. In the case of non-cumulative preferred shares, if there is net profit after tax, dividend on preferred shares shall be subtracted from net profit after tax; no adjustment is required in case of loss.
Special attention should be paid to the following matters when carrying out cash flow analysis:
-
Net cash flow from operating activities refers to the net cash inflow from operating activities in the cash flow statement.
-
Capital expenditures refer to the cash outflows for annual capital investment.
-
The increase in inventory is counted only when the balance at the end of the period is greater than the balance at the beginning of the period. If the inventory decreases at the end of the year, it is counted as zero.
-
Cash dividend includes cash dividends from common stocks and preferred stocks.
-
Gross fixed assets refer to the total fixed assets before the deduction of accumulated depreciation.
-
The issuer shall classify the operating costs and operating expenses as fixed or variable according to their nature. If it involves estimation or subjective judgment, attention should be paid to its reasonableness and consistency.
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III. The Audit Committee's Audit Report on the Most Recent Fiscal Year:
While preparing the Company's 2020 business report, consolidated financial statement (including individual financial statement), and loss make-up proposal, the Board of Directors commissioned Crowe (TW) CPAs to audit the financial statement, and issue an audit report. The aforementioned business report, financial statement, and loss make-up proposal have been audited by this Audit Committee, and the committee does not find any discrepancies, so this report is made according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Kindly review accordingly.
Yieh Phui Enterprise Co., Ltd. 2021 Annual Shareholders' Meeting
Chairman of the Audit Committee: Te-Yuan Yang
March 24, 2021
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IV. The Most Recent Fiscal Year's Consolidated Financial Statements of the Parent Company and Subsidiaries Audited and Attested by the CPA:
Representation Letter
The entities that are required to be included in the combined financial statements of Yieh Phui Enterprise Co., Ltd. as of and for the year ended December 31, 2020 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Financial Statements of Affiliated Enterprises and Consolidated Business Reports are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standards No.10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Yieh Phui Enterprise Co., Ltd. and Subsidiaries do not prepare a separate set of combined financial statements.
Very truly yours,
Yieh Phui Enterprise Co., Ltd.
By
Yi Shou Lin Chairman
March 24, 2021
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==> picture [102 x 30] intentionally omitted <==
國富浩華聯合會計師事務所 Crowe (TW) CPAs 80250高雄市苓雅區四維三路6 號27樓之1 27F-1., No.6, Siwei 3rd Rd., Lingya Dist., Kaohsiung City 80250, Taiwan Tel +886 7 3312133 Fax +886 7 3331710 www.crowe.tw
Independent Auditors’ Report
To the Board of Directors and Shareholders Yieh Phui Enterprise Co., Ltd.
Opinion
We have audited the consolidated financial statements of Yieh Phui Enterprise Co., Ltd. and its subsidiaries (the “Group"), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, the consolidated statements of comprehensive income, changes in equity, and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the report of the other independent accountants, as described in the other matters section of our report, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the report of other independent accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2020 are stated as follows:
Revenue recognition
Please refer to Note 4.23 to the consolidated financial statements for the accounting policy on revenue recognition; Note 5.1.(1) for major accounting estimates and assumptions of revenue recognition; and Note 6.31 for the details of revenue recognition.
Description of key audit matter
Due to fierce competition in the industry, the Group may be affected by the growth of its performance and competition in the same industry, which increases the risk of recognition of operating income. Therefore, we determined the revenue recognition for those product lines and customers with significant sales increase in 2020 as a key audit matter.
How the matter was addressed in our audit
Our key audit procedures included analyzing the industry trends, income types, product lines, and customers' two-year operating income status to confirm whether there are abnormal circumstances or centralized transactions and identify possible risks; understanding and testing the internal control procedure to assess the effectiveness of the relevant internal control for revenue recognition; conducting a sample test on the sales transactions of the top ten new customers to confirm the sales transaction actually occured and performing sales cutoff test.
Valuation of inventory
Please refer to Note 4.8 to the consolidated financial statements for the accounting policy on inventories; Note 5.2.(6) for major accounting estimates and assumptions of inventories; and Note 6.6 for inventory valuation.
Description of key audit matter
The Group's inventory amounted to $8,532,107 thousand (net of $8,777,453 thousand of total inventory less $245,346 thousand of allowance for inventory valuation loss) as of December 31, 2020, which accounted for 10.15% of total assets. The inventory valuation is measured at the lower of inventory cost and net realizable value. Given that the valuation of net realizable value of inventory has a significant impact on critical judgments and estimates and since inventory valuation is dependent on the influence of drastic fluctuations of international metal price, we have thus included this item in the key audit matters.
How the matter was addressed in our audit
Our key audit procedures included obtaining management’s assessment data which determines the lower of inventory cost and net realizable value; sampling estimated selling prices to the most recent sales records; and assessing the appropriateness of management's basis for estimating the net realizable value.
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Other Matters
We did not audit the financial statements of certain associates accounted for using equity method. Those financial statements were audited by the other independent accountants, whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the consolidated financial statements was based solely on the reports of the other independent accountants. Investments in these associates amounted to $4,608,127 thousand and $4,796,695 thousand, representing 5.48% and 5.73% of total consolidated assets as of December 31, 2020 and 2019, and the share of profit of these associates accounted for using equity method amounted to ($178,629) thousand and 17,752 thousand, representing (30.65%) and (0.89%) of total consolidated income before income tax for the years then ended, respectively. In addition, the share of other comprehensive income of these associates accounted for using equity method amounted to ($9,939) thousand and ($578) thousand, representing (16.17%) and 0.18% of total consolidated comprehensive income for the years then ended, respectively.
We have also audited the standalone financial statements of Yieh Phui Enterprise Co., Ltd. as of and for the years ended December 31, 2020 and 2019 on which we have issued an unmodified opinion with emphasis of matter.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Group's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
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As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financia1 statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethica1 requirements regarding independence, and to communicate with them all re1ationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure
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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.
The engagement partners on the audit resulting in this independent auditors’ report are Ling Wen Huang and Shu Man Tsai.
Crowe (TW) CPAs Kaohsiung, Taiwan Republic of China March 24, 2021
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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YIEH PHUI ENTERPRISE CO., LTD CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| Assets CURRENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss - current Contract assets - current Notes receivable, net Accounts receivable, net Accounts receivable - related parties, net Other receivables Other receivables - related parties Current tax assets Inventories Prepayments Noncurrent assets held for sale Other financial assets - current Total Current Assets NONCURRENT ASSETS Financial assets at fair value through profit or loss - noncurrent Financial assets at fair value through other comprehensive income or loss - noncurrent Investments accounted for using equity method Property, plant and equipment Right-of-use assets Investment properties Intangible assets Deferred tax assets Other noncurrent assets Refundable deposits Net defined benefit assets - noncurrent Other financial assets - noncurrent Total Noncurrent Assets TOTAL ASSETS |
Note 6(1) 6(2) 6(31) 6(3) 6(4) 7 6(5) 7 6(6) 6(7) 6(8) 6(9) 6(2) 6(10) 6(11) 6(12) 6(13) 6(14) 6(15) 6(37) 6(16) 6(17) 6(24) 8 |
December 31,2020 Amount % $ 3,730,782 4 697,978 1 334,945 - 572,750 1 1,860,885 2 185,803 - 132,208 - 74,919 - 4,834 - 8,532,107 11 3,524,160 4 160,114 - 807,846 1 20,619,331 24 - - 725,334 1 13,864,013 17 46,222,080 55 495,998 1 101,583 - 374,347 - 960,802 1 20,769 - 222,895 - 10,777 - 414,441 1 63,413,039 76 $84,032,370 100 |
December 31,2019 | December 31,2019 |
|---|---|---|---|---|
| Amount $ 3,730,782 697,978 334,945 572,750 1,860,885 185,803 132,208 74,919 4,834 8,532,107 3,524,160 160,114 807,846 20,619,331 - 725,334 13,864,013 46,222,080 495,998 101,583 374,347 960,802 20,769 222,895 10,777 414,441 63,413,039 $84,032,370 |
Amount $ 5,023,717 428,279 822,605 845,312 1,682,946 789,857 190,469 2,940 10,559 7,749,584 1,935,447 23,342 1,405,930 20,910,987 289,289 709,886 14,661,318 43,146,104 526,096 622,562 432,499 983,851 11,590 925,853 - 532,827 62,841,875 $83,752,862 |
% | ||
| 6 1 1 1 2 1 - - - 9 2 - 2 |
||||
| 25 | ||||
| - 1 18 50 1 1 1 1 - 1 - 1 |
||||
| 75 | ||||
| 100 |
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| Liabilities and Equity CURRENT LIABILITIES Short-term loans Short-term notes and bills payable Financial liabilities at fair value through profit or loss - current Contract liabilities - current Notes payable Accounts payable Other payables Current tax liabilities Provisions - current Liabilities directly associated with noncurrent assets held for sale Lease liabilities - current Advance receipts Current portion of long-term loans Total Current Liabilities NONCURRENT LIABILITIES Long-term loans Deferred tax liabilities Lease liabilities - noncurrent Long-term deferred revenue Net defined benefit liability - noncurrent Guarantee deposits Total Noncurrent Liabilities TOTAL LIABILITIES EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT Share capital Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Total equity attributable to owners of the parent NON-CONTROLLING INTERESTS Total Equity TOTAL LIABILITIES AND EQUITY |
Note 6(18) 6(19) 6(2) 6(31) 6(20) 6(21) 6(8) 6(13) 6(22) 6(22) 6(37) 6(13) 6(23) 6(24) 6(25) 6(26) 6(27) 6(28) 6(30) |
December 31,2020 Amount % $ 14,925,307 17 1,289,365 2 14,495 - 2,119,604 3 469,760 1 995,914 1 1,753,874 2 14,393 - 93,802 - 70,070 - 8,419 - - - 5,322,794 6 27,077,797 32 28,561,294 34 2,205 - 73,501 - 28,038 - 439,736 1 18,685 - 29,123,459 35 56,201,256 67 18,905,695 22 4,929,007 6 2,866,052 3 559,232 1 163,734 - (954,509) (1) 26,469,211 31 1,361,903 2 27,831,114 33 $84,032,370 100 |
December 31,2019 | December 31,2019 |
|---|---|---|---|---|
| Amount $ 14,925,307 1,289,365 14,495 2,119,604 469,760 995,914 1,753,874 14,393 93,802 70,070 8,419 - 5,322,794 27,077,797 28,561,294 2,205 73,501 28,038 439,736 18,685 29,123,459 56,201,256 18,905,695 4,929,007 2,866,052 559,232 163,734 (954,509) 26,469,211 1,361,903 27,831,114 $84,032,370 |
Amount $ 15,597,746 931,272 - 972,787 799,965 1,188,827 1,651,603 3,486 90,806 7,630 7,813 72 6,359,286 27,611,293 28,009,760 2,533 81,469 29,577 550,777 17,533 28,691,649 56,302,942 19,133,275 4,884,281 2,866,052 559,232 (614,438) (978,171) 25,850,231 1,599,689 27,449,920 $83,752,862 |
% | ||
| 19 1 - 1 1 1 2 - - - - - 8 |
||||
| 33 | ||||
| 33 - - - 1 - |
||||
| 34 | ||||
| 67 | ||||
| 23 6 3 1 (1) (1) |
||||
| 31 | ||||
| 2 | ||||
| 33 | ||||
| 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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YIEH PHUI ENTERPRISE CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Item | Note | Year Ended December 31 | Year Ended December 31 | Year Ended December 31 | |
|---|---|---|---|---|---|
| 2020 | 2019 | ||||
| Amount | % | Amount | % | ||
| OPERATING REVENUE OPERATING COST GROSS PROFIT OPERATING EXPENSES Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss Total operating expenses INCOME (LOSS) FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Other income Other gains and losses Finance costs Share of profit (loss) of associates and joint ventures Total non-operating income and expenses INCOME (LOSS) BEFORE INCOME TAX INCOME TAX (EXPENSE) BENEFIT NET INCOME (LOSS) OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans Unrealized gain (loss) on investments in equity instruments designated as at fair value through other comprehensive income Share of other comprehensive income (loss) of associates and joint ventures Income tax benefit (expense) related to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss Exchange differences on translating foreign operations Share of other comprehensive income (loss) of associates and joint ventures Income tax benefit (expense) related to items that may be reclassified subsequently to profit or loss Total other comprehensive income (loss), net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) NET INCOME (LOSS) ATTRIBUTABLE TO: Shareholders of the parent Non-controlling interests Total TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Shareholders of the parent Non-controlling interests Total EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share Diluted earnings (loss) per share |
6(31) 6(6) 6(33) 6(34) 6(35) 6(36) 6(37) 6(38) 6(39) 6(39) |
$55,421,795 (51,270,778) |
100 (93) |
$59,687,597 (57,138,479) |
100 (95) |
| 4,151,017 (2,015,222) (909,885) (92,748) (76) |
7 (3) (2) - - |
2,549,118 (2,380,383) (954,670) (91,803) (17,455) |
5 (4) (2) - - |
||
| (3,017,931) | (5) | (3,444,311) | (6) | ||
| 1,133,086 | 2 | (895,193) | (1) | ||
| 105,057 546,409 824,336 (1,146,553) (879,545) |
- 1 1 (1) (2) |
124,964 535,892 632,134 (1,315,673) (1,067,590) |
- 1 1 (2) (2) |
||
| (550,296) | (1) | (1,090,273) | (2) | ||
| 582,790 (65,202) |
1 - |
(1,985,466) 285,181 |
(3) - |
||
| 517,588 | 1 | (1,700,285) | (3) | ||
| 43,250 (11,208) 155,183 (8,650) 62,132 (155,248) (23,984) |
- - - - - - - |
84,399 (15,997) (19,582) (16,880) (317,854) (116,231) 72,875 |
- - - - (1) - - |
||
| 61,475 | - | (329,270) | (1) | ||
| $579,063 | 1 | $ (2,029,555) | (4) | ||
| $735,238 (217,650) |
1 - |
$ (1,401,081) (299,204) |
(2) (1) |
||
| $517,588 | 1 | $ (1,700,285) | (3) | ||
| $813,293 (234,230) |
1 - |
$ (1,745,191) (284,364) |
(4) - |
||
| $579,063 | 1 | $(2,029,555) | (4) | ||
| $0.39 | $(0.73) | ||||
| $0.39 | $ (0.73) |
The accompanying notes are an integral part of the consolidated financial statements.
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YIEH PHUI ENTERPRISE CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1,2019 Appropriations of prior year's earnings: Legal reserve Cash dividends to ordinary shareholders Capital increase out of retained earning Reversal of special reserve Changes in equity of associates and joint ventures Net income (loss) in 2019 Other comprehensive income (loss) in 2019, Net of income tax Total comprehensive income (loss) in 2019 Difference between consideration and carrying amount of subsidiaries acquired or disposed Changes in ownership interests in subsidiaries Adjustment of non-controlling interests BALANCE AT DECEMBER 31, 2019 Changes in equity of associates and joint ventures Net income (loss) for 2020 Other comprehensive income (loss) in 2020, Net of income tax Total comprehensive income (loss) in 2020 Buy-back of treasury shares Cancellation of treasury shares Difference between consideration and carrying amount of subsidiaries acquired or disposed Changes in ownership interests in subsidiaries Adjustment of non-controlling interests Disposal of financial instruments designated at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2020 |
Common Stock | Capital Surplus | Retained Earnings | Other Equity Item | TreasuryStock | Shareholders of the parent |
Non-controlling Interests |
Total Equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal Reserve | Special Reserve | Unappropriated Earnings (Accumulated Deficits) |
Exchange Differences on Translating Foreign Operations |
Unrealized Gain (Loss) On Financial Assets at Fair Value Through Other Comprehensive Income |
Gain (Loss) on Hedging Instruments |
|||||||
| $18,758,113 - - 375,162 - - - - |
$ 4,883,218 - - - - (73) - - |
$2,835,202 30,850 - - - - - - |
$636,655 - - - (77,423) - - - |
$ 1,233,913 (30,850) (187,581) (375,162) 77,423 3,744 (1,401,081) 74,829 |
$(723,803) - - - - - - (366,243) |
$157,892 - - - - - - (52,355) |
$6,679 - - - - - - (341) |
$ - - - - - - - - |
$27,787,869 - (187,581) - - 3,671 (1,401,081) (344,110) |
$1,853,763 - - - - 1,689 (299,204) 14,840 |
$29,641,632 - (187,581) - - 5,360 (1,700,285) (329,270) |
|
| - | - | - | - | (1,326,252) | (366,243) | (52,355) | (341) | - | (1,745,191) | (284,364) | (2,029,555) | |
| - - - |
1,136 - - |
- - - |
- - - |
- (9,673) - |
- - - |
- - - |
- - - |
- - - |
1,136 (9,673) - |
(1,136) 9,673 20,064 |
- - 20,064 |
|
| 19,133,275 - - - |
4,884,281 (21) - - |
2,866,052 - - - |
559,232 - - - |
(614,438) (1,339) 735,238 53,637 |
(1,090,046) - - (97,490) |
105,537 - - 121,862 |
6,338 - - 46 |
- - - - |
25,850,231 (1,360) 735,238 78,055 |
1,599,689 - (217,650) (16,580) |
27,449,920 (1,360) 517,588 61,475 |
|
| - | - | - | - | 788,875 | (97,490) | 121,862 | 46 | - | 813,293 | (234,230) | 579,063 | |
| - (227,580) - - - - |
- 42,373 2,374 - - - |
- - - - - - |
- - - - - - |
- - - (10,120) - 756 |
- - - - - - |
- - - - - (756) |
- - - - - - |
(185,207) 185,207 - - - - |
(185,207) - 2,374 (10,120) - - |
- - (2,374) 10,120 (11,302) - |
(185,207) - - - (11,302) - |
|
| $18,905,695 | $4,929,007 | $2,866,052 | $559,232 | $163,734 | $(1,187, 536) | $226,643 | $6,384 | $ - | $26,469,211 | $1,361,903 | $27,831,114 |
The accompanying notes are an integral part of the consolidated financial statements.
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YIEH PHUI ENTERPRISE CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
| Item | Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2020 | 2019 | |
| 1.CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) before income tax Adjustments to reconcile profit and loss : Depreciation Amortization Expected credit loss Net loss (gain) on financial assets and liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of(gain) lossof associates and joint ventures Loss on disposal and retirement of property, plant and equipment Transfer of property, plant and equipment to expenses Gain on disposal of investment properties Gain on disposal of noncurrent assets held for sale Gain on disposal of investments Other income recognized from rent concessions Others Total adjustments to reconcile profit and loss Changes in operating assets and liabilities Net changes in operating assets: Decrease (increase) in financial assets as at fair value through profit or loss Decrease (increase) in contract assets Decrease (increase) in notes receivable Decrease (increase) in accounts receivables Decrease (increase) in accounts receivables - related parties Decrease (increase) in other receivables Decrease (increase) in inventories Decrease (increase) in prepayments Decrease (increase) in other financial assets Decrease (increase) in other operating assets Total net changes in operating assets |
$582,790 1,652,369 40,493 76 12,267 1,146,553 (105,057) (43,344) 879,545 14,764 16,699 (750,473) (49,270) - (413) (580) |
$ (1,985,466) 1,728,926 42,353 17,455 (2,958) 1,315,673 (124,964) (106,632) 1,067,590 26,700 16,394 (341,434) (401,121) (20) - (217) |
| 2,813,629 | 3,237,745 | |
| 27,701 488,914 272,469 (179,085) 603,990 (73,797) (782,523) (1,573,613) (3,714) (10,777) |
23,615 (290,493) 805,737 289,776 377,419 130,600 2,597,867 (49,671) 576 - |
|
| (1,230,435) | 3,885,426 |
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Year Ended December 31
| Item | 2020 | 2019 |
|---|---|---|
| Net changes in operating liabilities: Increase (decrease) in contract liabilities Increase (decrease) in notes payable Increase (decrease) in accounts payable Increase (decrease) in other payables Increase (decrease) in provisions Increase (decrease) in advance receipts Increase (decrease) in net defined benefit liability Total net changes in operating liabilities Total net changes in operating assets and liabilities Total adjustments Cash generated from (used in) operations Interest received Dividends received Interest paid Income tax paid Net cash generated from (used in) operating activities 2.CASH FLOWS FROM INVESTING ACTIVITIES 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 capital reduction of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Proceeds from capital reduction of investments accounted for using equity method Acquisition of noncurrent assets held for sale Proceeds from disposal of noncurrent assets held for sale Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits |
1,146,817 (330,205) (192,913) 180,797 2,996 (72) (67,791) |
(437,711) (356,484) (56,921) (35,189) (20,286) 3 (98,138) |
| 739,629 | (1,004,726) 2,880,700 6,118,445 |
|
| (490,806) | ||
| 2,322,823 | ||
| 2,905,613 110,396 43,344 (1,156,347) (56,870) |
4,132,979 125,400 106,632 (1,325,093) (218,243) |
|
| 1,846,136 | 2,821,675 | |
| (58,620) 15,876 16,087 - (84,537) - 140 (190) 137,531 (4,599,380) 620 702,958 |
(15,000) - 4,234 550,145 (372,387) 203 679 (1,652) 566,075 (4,251,566) 329 424,764 |
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Year Ended December 31
| Item | 2020 | 2019 |
|---|---|---|
| Acquisition of intangible assets Acquisition of right-of-use assets Acquisition of investment properties Proceeds from disposal of investment properties Decrease (increase) in other financial assets Decrease (increase) in other noncurrent assets Net cash generated from (used in) investing activities 3.CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term loans Increase (decrease) in short-term notes and bills payable Increase in long-term loans Repayment of long-term loans Increase (decrease) in guarantee deposits received Repayments of principal of lease liabilities Increase (decrease) in other noncurrent liabilities Cash dividends paid Payments for buy-back of treasury shares Increase (decrease) in non-controlling interests Net cash generated from (used in) financing activities 4.EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 5.NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 6.CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 7.CASH AND CASH EQUIVALENTS, END OF YEAR |
(12,637) (7,943) (20,065) 1,177,685 720,184 (197) |
(4,768) (1,187) (13,930) 434,619 (715,757) (4,056) |
| (2,012,488) | (3,399,255) | |
| (672,439) 358,000 6,114,376 (6,612,879) 1,152 (8,400) (1,539) - (185,207) (11,302) |
(403,890) 94,000 8,669,625 (8,378,067) 2,784 (9,325) (3,277) (187,581) - 20,064 |
|
| (1,018,238) | (195,667) | |
| (108,345) | 274,038 | |
| (1,292,935) 5,023,717 |
(499,209) 5,522,926 |
|
| $3,730,782 | $5,023,717 |
The accompanying notes are an integral part of the consolidated financial statements.
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YIEH PHUI ENTERPRISE CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2018
(Amounts In Thousands of New Taiwan Dollars, Unless specified Otherwise)
1. GENERAL INFORMATION
-
1.1 Yieh Phui Enterprise Co., Ltd. (hereinafter referred to as the Company) was established in April 1978, currently a listed company in Taiwan Stock Exchange (hereafter referred to as TWSE). The Company engages mainly in the processing, manufacturing marketing and import/export trading of rolled steel coils, refined steel, molded steel, steel/iron wires, galvanized/ pre-painted/surface-treated metals.
-
1.2 The Company’s Board of Directors resolved on May 23, 2005 to merge (simplified merger) with Lien Kang Heavy Industrial Co., Ltd, with the Company as the surviving company. The record date of the merger was set on August 30, 2005. Every 2.5 common shares of Lien Kang Heavy Industrial Co., Ltd. were converted into 1 common share of the Company. The Company issued additional 4,859 thousand common shares for this merger. Rights and obligations of holders of the newly issued shares were the same as those of the Company’s original shareholders.
-
1.3 Lien Kang Heavy Industrial Co., Ltd., incorporated on November 23, 1989, mainly engages in manufacturing, processing, and trading of the various mechanical spare parts, as well as pipe installation and engineering design/manufacture/installation.
-
1.4 The Company's steel pipe department, due to its business expansion, was separated from the Company, and was named as Shin Yang Steel Co., Ltd. Relevant investment on this was approved by the Board of Directors on January 18, 2011, and a total of 191 employees were transferred to Shin Yang Steel Co., Ltd.
-
1.5 For main operation activities of the Company and its subsidiaries (hereinafter referred to as “the Group”), please refer to Note 4.3(2)
-
1.6 These consolidated financial statements are presented in the Company’s functional currency, New Taiwan Dollars.
2. THE AUTHORIZATION OF THE CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements were approved and authorized for issue by the Board of Directors on March 24, 2021.
3. APPLICATION OF NEW AND AMENDED STANDARDS AND INTERPRETATIONS
- 3.1 Effect of adoption of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of SIC (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
New standards, interpretations and amendments endorsed by FSC effective from 2020 are as follows:
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Effective date New, Revised or Amended Standards and Interpretations Announced by IASB Amendments to IFRS 3 “Definition of a Business” January 1, 2020 Amendments to IAS 1 and IAS 8 “Definition of Material” January 1, 2020 Amendments to IFRS 9, IAS 39 and IFRS 7 “Interest Rate January 1, 2020 Benchmark Reform” Amendments to IFRS 16 “New Coronavirus Pneumonia June 1, 2020 (Note) Related Rent Concessions”
(Note) The FSC allows companies to apply the amendment in advance on January 1, 2020.
The Group has assessed the aforementioned standards and interpretations, and there’s no significant effect to the Group’s financial position and financial performance.
3.2 Effect of new issuances or amendments to IFRSs as endorsed by the FSC but not yet adopted
New standards, interpretations and amendments endorsed by the FSC effective from 2021 are as follows:
Effective Date New, Revised or Amended Standards and Interpretations Announced by IASB Amendments to IFRS 4 “Extension of the Temporary June 25, 2020 (Effective Exemption from Applying IFRS 9” from issue date) Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 January 1, 2021 “Interest Rate Benchmark Reform - Phase 2”
(Note) The amendments are applicable for the annual reporting period beginning on or after January 1, 2021.
The Group has evaluated the aforementioned standards and interpretations, and there’s no significant effect to the Group’s financial position and financial performance.
3.3 Effect of IFRSs issued by IASB but not yet endorsed and issued into effect by 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, Revised or Amended Standards and Interpretations Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” Amendments to IFRS 17 Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” Amendments to IAS 16 “Property, Plant and Equipment- Proceeds before Intended Use” Amendments to IAS 37 “Onerous Contract - Cost of Fulfilling a Contract” Amendments to IFRS 3 “Reference to the Conceptual Framework” Annual Improvements to IFRS Standards 2018-2020 Amendments to IAS 1 “Disclosure of Accounting Policies” Amendments to IAS 8 “Definition of Accounting Estimates” |
Effective Date Announced by IASB (Note 1) |
|---|---|
| To be determined by IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2022 (Note 2) January 1, 2022 (Note 3) January 1, 2022 (Note 4) January 1, 2022 (Note 5) January 1, 2023 January 1, 2023 |
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-
Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
-
Note 2: Group should apply these amendments retrospectively. However, the amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
-
Note 3: This amendment applies to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.
-
Note 4: This amendment applies to business combinations whose acquisition date starts in the annual reporting period after January 1, 2022.
-
Note 5: The amendments to IFRS 9 are applicable to swap or modification of terms of financial liabilities incurred during the annual reporting period beginning on January 1, 2022. The amendment to IAS 41 is applicable to fair value measurement during the annual reporting period beginning after January 1, 2022. The amendments to IFRS 1 are retrospectively applied to the annual reporting period beginning after January 1, 2022.
-
A. Amendments to IAS 1 “Classification of Liabilities as Current or Noncurrent”
-
The amendments clarify that when the Group judges whether liability is classified as noncurrent, the Group should assess whether the Group has the right to defer liquidation period after the reporting period at least twelve months. If the Group has the entity’s right
-
on the end of the reporting period, liability must be classified as non-current whatever the Group expects whether executing the right or not. If the Group must follow certain condition to obtain the right to defer settlement of liability, the Group must have completed certain condition on the end of reporting period even if lender tests the Group whether following certain condition later. The aforementioned liquidation means that transferring cash, other economic resources or the Group’s equity instruments to counterparty to let liability wipe out. If liability clause will follow counterparty’s choice to liquidate liability by the Group’s equity instruments, this option must follow the regulations of IAS 32 “Financial Instruments: Presentation” to be recognized in equity individually and doesn’t have affect on the classification of liability.
-
B. Amendment to IAS 16 “Property, Plant and Equipment: Proceeds before Intended Use” The amendment stipulates that the sales price of the project produced in order to make property, plant and equipment reach the necessary location and state that can meet the expected operation mode of the management is not suitable as a cost reduction of the asset. The aforementioned items should be measured in accordance with IAS 2 “Inventory”, and the sales price and cost should be recognized in profit and loss in accordance with the applicable standards.
-
This amendment is applicable to factories, property and equipment that reach the necessary locations and conditions for the management's expected operation mode after January 1, 2021 (the beginning of the earliest expression period). When the Company initially applies the amendments, it will recognize the cumulative effect of the amendments applied initially as an adjustment to the opening balance of the retained earnings (or other components of equity, as appropriate) at the beginning of the earliest expression period , and re-edit the information during the comparison period.
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-
C. Amendment to IAS 37 “Onerous Contract - Cost of Fulfilling a Contract”
-
The amendment stipulates that when assessing whether the contract is onerous, “Cost of Fulfilling a Contract” should include the incremental cost of fulfilling a contract (for example, direct labor and raw materials) and the allocation of other costs directly related to fulfilling a contract (for example, the depreciation expenses of property, plant and equipment items used in fulfilling a contract are allocated).
-
The Group will recognize the cumulative effect on the retained earnings on the first application date when the amendment is first applied.
-
D. Amendment to IFRS 3“Reference to the Conceptual Framework”
-
The amendment is to update the index of the conceptual framework and add the requirement that the acquirer shall apply IFRIC 21“Levies”to determine whether there is an obligation to pay levies on the acquisition date.
-
E. Annual Improvements to IFRS Standards 2018-2020
-
The annual improvement in the IFRS 2018-2020 includes amendments to certain standards. Among them, the amendment of IFRS 9 “Expenses included in the “10%” test for the purpose of derecognise financial liabilities” is to assess whether there is a significant difference between the swap of financial liabilities or the modification of terms, When comparing cash flow projections of the new and old contract terms (including the net amount of fees charged for signing a new contract or modifying the contract), whether there is a 10% difference, the aforesaid fees collected should only include the payment between the borrower and the lender paid for.
-
F. Amendments to IAS 1 ‘’Disclosure of Accounting Policies’’ This amendment is to improve the disclosure of accounting policies and provide more useful information for major users of financial statements.
-
G. Amendments to IAS 8 ‘’Definition of Accounting Estimates’’
-
This amendment defines accounting estimates as the monetary amount of financial statements subject to measurement uncertainty, and provides further explanations and examples to help companies distinguish between changes in accounting policies and changes in accounting estimates.
As of the date the consolidated financial statements were issued, the Group continues in evaluating the impact on its financial position and financial performance as a result of the initial adoption of the aforementioned standards or interpretations and related applicable period. The related impact will be disclosed when the Group completes the evaluation.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented unless otherwise stated.
4.1 Statement of Compliance
The accompanying consolidated financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the IFRSs, IASs interpretations as well as related guidance endorsed by the FSC with the effective dates.
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4.2 Basis of Preparation
-
(1) Except for the following items, the consolidated financial statements have been prepared under the historical cost convention:
-
A. Financial assets and financial liabilities at fair value through profit or loss (including derivative instruments).
-
B. Financial assets and liabilities measured at fair value through other comprehensive income.
-
C. Liabilities on cash-settled share-based payment arrangements measured at fair value.
-
D. Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.
-
(2) The preparation of the consolidated financial statements in conformity with the IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
4.3 Basis of Consolidation
-
(1) The basis for the consolidated financial statements:
-
A. All subsidiaries are included in the Group's consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
-
B. Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
C. Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the noncontrolling interests even if this results in the non-controlling interests having a deficit balance.
-
D. Changes in a parent's ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.
-
E. When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost
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on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss or transferred directly to retained earnings as appropriate, on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.
(2) The subsidiaries in the consolidated financial statements:
| Investee / Subsidiary Main Businesses 1. Yieh Phui Enterprise Co., Ltd. (the Company) Good Honor Holdings Ltd. Investment Shin Yang Steel Co., Ltd. Steel products related businesses Yieh Phui (Hong Kong) Holdings Limited Investment Yieh Hsing Enterprise Co., Ltd. Wire rods trading Great Emperor Hotel Co., Ltd. Hotel industry Kings Garden International Co., Ltd. Leasing, sales, and development of residential and commercial buildings, department stores Shin Phui Steel Corporation Trading of steel products Worthing Honor Holdings Ltd. Investment Sin Bang Investment & Development Co., Ltd. Investment Gen-Wan Technology Corp Telecommunication Champion Logistic Inc. Investment EMMT Systems Corporation Manufacturing and marketing of military specification printed circuit boards Kuo Chang Enterprise Co., Ltd. Wholesale of hardware United Brightening Development Corp. Technical consultation for steel products |
Percentage ofOwnership | Percentage ofOwnership |
|---|---|---|
| December 31, 2020 100.00% 100.00% 100.00% 57.41% 54.55% 50.12% 100.00% 100.00% 100.00% 86.99% 89.66% 78.51% 99.04% 95.56% |
December 31, 2019 |
|
| 100.00% 100.00% 100.00% 56.98% 41.18% 49.28% 100.00% 100.00% 100.00% 86.99% 89.66% 78.10% 99.04% 95.56% |
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| Investee / Subsidiary Main Businesses Hong Yuh Assets Management Co., Ltd. Management service Lian So (H.K) Co., Limited Investment Yieh Phui America Inc. Steel trading 2. Hong Yuh Assets Management Co., Ltd. Lien-Hsin steel Co., Ltd. Metal manufacturing industry Lien-Sheng steel Co., Ltd. Metal manufacturing industry Lien-Heng Mining Co., Ltd. Nickle mining Lien-Hung Mining Co., Ltd. Nickle mining Asiamax Mining Indonesia Nickle mining 3. Gen-Wan Technology Corp. EMMT Systems Corporation Manufacturing and marketing of military specification printed circuit boards 4. Yieh Phui (Hong Kong) Holdings Limited Yieh Phui (China) Technomaterial Co., Ltd. Manufacturing and marketing of pickled, cold rolled, galvanized and prepainted steel coils 5. Yieh Phui (China) Technomaterial Co., Ltd. Tianjin Lianfa Precision Steel Corporation Manufacturing and marketing of special high grade alloy Changshou ChangHuei Trading Co. Trading of steel products 6. EMMT Systems Corporation Applied Wireless Identifications Group, Inc. RFID Groupco Technology Inc. Radio 7. Applied Wireless Identifications Group, Inc. AWID Asia Co., Ltd. Telecommunications equipment wholesale 8. AWID Asia Co., Ltd. AWID Sanghai Co., Ltd. Telecommunications equipment wholesaling AWID Changshou Co., Ltd. Telecommunications equipment wholesaling |
Percentage ofOwnership | Percentage ofOwnership |
|---|---|---|
| December 31, 2020 December 31, 2019 80.00% 80.00% 80.00% 80.00% 100.00% 100% 47.88% 47.88% 10.00% 10.00% 75.00% 75.00% 19.00% 19.00% 100.00% 100.00% 7.48% 7.48% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 91.47% 91.47% 49.97% 49.97% 100.00% 100.00% - 100.00% (Please refer to Note 4 3. (2) A. for details) 100.00% 100.00% |
December 31, 2019 |
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| Investee / Subsidiary Main Businesses 9. Shin Phui Steel Corporation Groupco Technology Radio Great Emperor Hotel Co., Ltd. Hotel industry Kings Garden International Co., Ltd. Leasing, sales, and development of residential and commercial buildings, department stores 10. Yieh Hsing Enterprise Co., Ltd. Great Emperor Hotel Co., Ltd. Hotel industry Kings Garden International Co., Ltd. Leasing, sales, and development of residential and commercial buildings, department stores 11. Kings Garden International Co., Ltd. Yi Hua International Co., Ltd. Leasing, selling and development of residential and commercial buildings Hua Li International Co., Ltd. Daily necessities wholesale 12. United Brightening Development Corp. Chao Ying Investment Development Co., Ltd. Investment Champion Logistic Inc. Investment 13. Lian So (H.K)Co., Limited Lien-Hsin Steel Co., Ltd. Metal manufacturing industry Lien-Sheng Steel Co., Ltd. Metal manufacturing industry Lian Yang (Hong Kong) Trading Limited Trading business 14. Lien-Hsin Steel Co., Ltd. Lien-Heng Mining Co., Ltd. (Note) Nickle mining Lien-Hung Mining Co., Ltd. (Note) Nickle mining |
Percentage ofOwnership | Percentage ofOwnership |
|---|---|---|
| December 31, 2020 December 31, 2019 42.53% 42.53% 0.01% 0.01% 0.01% 0.01% 45.44% 58.81% 49.87% 50.71% 70.00% 70.00% 100% 100% (Please refer to Note 4 3. (2) A. for details) 100.00% 100.00% 10.34% 10.34% 52.12% 52.12% 90.00% 90.00% 100.00% 100.00% 25.00% 25.00% 81.00% 81.00% |
December 31, 2019 |
(Note): Due to legal restriction within the local jurisdiction, 25% shareholding of LienHeng Mining Co., Ltd. and 51% shareholding of Lien-Hung Mining Co., Ltd. are registered temporarily under the name of a third-party; in order that the rights be secured, the third-party has pledged all shares under his/her name to the Group through a contract agreement.
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-
A. Increase and decrease in consolidated subsidiaries:
- Hua Li International Co., Ltd. which was invested by Kingsgarden International Co., Ltd. with 100% shareholding, was incorporated in October 2019. In addition, AWID Shanghai Co., Ltd. had gone through liquidation in July 2020.
-
B. The financial statements of subsidiaries, Changshou ChangHuei Trading Co. and Good Honor Holdings Ltd. and Worthing honor Holdings Ltd. for 2020 and 2019, were not audited. The management considered unaudited financial statements of these subsidiaries will not have a significant impact on the consolidated financial statements.
-
(3) Subsidiaries not consolidated in the consolidated financial statements: None.
-
(4) Adjustments for subsidiaries with different accounting periods: Not applicable.
-
(5) Major restrictions:
As of December 31, 2020 and 2019, cash and bank deposits of $2,242,530 thousand, and $3,039,247 thousand, respectively are deposited in China and subject to the local foreign exchange control. Such foreign exchange control restricts fund remitting out from China (except for regular dividends).
-
(6) Securities issued by the parent company and held by subsidiaries: None.
-
(7) Information about subsidiaries with significant non-controlling interest: December 31, 2020:
| December 31, 2020: | ||
|---|---|---|
| Name ofSubsidiary Yieh Hsing Enterprise Co., Ltd. Others Total December 31, 2019: Name of Subsidiary Yieh Hsing Enterprise Co., Ltd. Others Total |
Shareholding % 42.59% Shareholding% 43.02% |
Non-controlling interests |
| $977,330 384,573 |
||
| $1,361,903 | ||
| Non-controlling interests $1,178,613 421,076 $1,599,689 |
-
A. Please refer to Table 10 and Table 11 in Note 13 for the main operation location and countries of registration of the subsidiaries listed above.
-
B. Summary of the financial information are as follows:
-
a. Balance Sheets:
Yieh Hsing Enterprise Co., Ltd. and its Subsidiaries
| Current assets Non-current assets Current liabilities Non-current liabilities Equity |
December31,2020 $2,457,761 10,481,456 2,929,969 2,584,687 $7,424,561 |
December31,2019 |
|---|---|---|
| $3,279,346 20,282,292 3,043,549 14,148,958 |
||
| $6,369,131 |
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b. Statements of Comprehensive Income:
| b. Statements of Comprehensive In | come: | come: |
|---|---|---|
| Operating revenue Net income Other comprehensive income (net after tax) Total comprehensive income (loss) Total comprehensive income (loss) attributable to non-controlling interests Dividends paid to non-controlling interest |
Yieh Hsing Enterprise Co., Ltd. andits Subsidiaries |
|
| 2020 $5,589,791 ($484,760) 1,384 ($483,412) ($200,511) $ - |
2019 | |
| $6,552,804 | ||
| ($652,969) 18,750 |
||
| ($634,219) | ||
| ($269,459) | ||
| $ - |
c. Statements of Cash Flows:
| Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of the period Cash and cash equivalents, end of the period |
Yieh Hsing Enterprise Co., Ltd. and its Subsidiaries |
Yieh Hsing Enterprise Co., Ltd. and its Subsidiaries |
|---|---|---|
| 2020 ($332,199) (2,747,335) 2,829,954 ($249,580) 458,375 $208,795 |
2019 | |
| ($224,007) (3,410,684) 3,777,337 |
||
| $142,646 315,729 |
||
| $458,375 |
4.4 Foreign Currencies
-
(1) Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan Dollars, which is the Company’s functional currency.
-
(2) In preparing the financial statements of each individual consolidated entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Such exchange differences are recognized in profit or loss in the year in which they arise. Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of nonmonetary items are included in profit or loss for the year except for exchange differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income. Non-monetary items that are measured in terms of historical cost in foreign currencies are not retranslated.
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- (3) For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into New Taiwan Dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in equity (attributed to noncontrolling interests as appropriate).
4.5 Classification of Current and Noncurrent Assets and Liabilities
-
(1) Steel Department and Other Non-heavy Industry Department
-
A. Assets that meet one of the following criteria are classified as current assets:
-
a. Assets that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;
-
b. Assets held primarily for trading purposes;
-
c. Assets that are expected to be realized within 12 months after the balance sheet date;
-
d. Cash and cash equivalents, excluding those that are restricted, or to be exchanged or used to settle liabilities at least twelve months after the balance sheet date.
-
Otherwise they are classified as non-current assets.
-
B. Liabilities that meet one of the following criteria are classified as current liabilities:
-
a. Liabilities that are expected to be settled within the normal operating cycle;
-
b. Assets held primarily for trading purposes;
-
c. Liabilities that are expected to be settled within 12 months after the balance sheet date. (Even if a long-term refinancing or re-arrangement of payment agreements is completed after the balance sheet date and before the issuance of the financial report is approved, it is classified as current liabilities).
-
d. Liabilities for which the repayment date cannot be extended unconditionally to more than 12 months after 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.
Otherwise they are classified as non-current liabilities
- (2) Heavy Industry Department
The business cycle of the majority of the construction contracts is longer than12 months. As a result, assets and liabilities related to the construction contracts are classified as current or non-current assets and liabilities according to the business cycle.
4.6 Cash and cash equivalents
Cash and cash equivalents comprises cash on hand, demand deposits and 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 (including the original maturity of the time deposits within three months).
4.7 Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are
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recognized immediately in profit or loss.
(1) Financial assets
The Group adopts trade-date accounting to recognize and derecognize financial assets.
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A. Category of financial assets and measurement
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Financial assets are classified into the following categories: financial assets at FVTPL, financial assets at amortized cost, and investments in equity instruments at FVTOCI.
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a. Financial asset at FVTPL
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Financial asset is classified as at FVTPL when the financial asset is mandatorily classified or it is designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.
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Financial assets are designated initially at FVTPL, if the designation can eliminated or significantly reduces the measurement or recognition of inconsistencies.
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Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividends or interest earned on such a financial asset. Fair value is determined in the manner described in Note 12(3).
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b. Financial assets at amortized cost
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Financial assets that meet the following conditions are subsequently measured at amortized cost:
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(a) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
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(b) The contractual terms of the financial assets give rise on specified date to cash flow that are solely payments of principal and interest on the principal amount outstanding.
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Financial assets at amortized cost, which equals to gross carrying amount determined by the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss. Expect for the following two cases, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset.
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(a) Purchased or originated credit-impaired financial assets: for those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
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(b) Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets: for those financial assets, the Group shall apply the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
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c. Investments in equity instruments at FVTOCI
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On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
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Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings. Dividends on these investments in equity instruments at FVTOCI are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the Group’s right clearly represent a recovery of part of the cost of the investment.
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B. Impairment of financial assets
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a. At the end of each reporting period, a loss allowance for expected credit loss is recognized for financial assets at amortized cost (including accounts receivable), investments in debt instruments that are measured at FVTOCI, lease receivable and contract assets.
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b. The Group always recognizes lifetime Expected Credit Loss (i.e. ECL) for accounts receivables. For other financial assets, the Group recognizes lifetime ECL when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equaling to 12-month ECL.
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c. Expected credit losses reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date. In contrast, lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.
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d. The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.
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C. Derecognition of financial assets
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The Group derecognises a financial asset when one of the following conditions is met:
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a. The contractual rights to receive cash flows from the financial asset expire.
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b. The contractual rights to receive cash flows from 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 Group neither retains nor transfers substantially all risks and rewards of ownership of the financial asset; however, it has not retained control of the financial asset.
On derecognition of financial asset at amortized cost in its entirety, the difference between the financial asset’s carrying amount and the sum of the consideration received is recognized in profit or loss. On derecognition of equity instruments at fair value through other comprehensive income in its entirety, the cumulative profit and loss will be transferred directly to retained earning without reclassified into profit and loss.
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- (2) Equity instruments
The Group classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.
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(3) Financial liabilities
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A. Subsequent measurement
- All financial liabilities are measured at amortised cost using the effective interest method.
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B. Derecognition of financial liabilities
- The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
4.8 Inventories
- Inventories, under a perpetual system, are measured 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 labor, 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.
4.9 Noncurrent assets held for sale
When the carrying amount of non-current assets (or disposal categories) is mainly recovered through sales transactions rather than continued use, and it is highly likely to be sold, it is classified as an asset held for sale. Assets classified as noncurrent assets held for sale are measured at the lower of the carrying amount and fair value less costs to sell.
4.10 Investments accounted for using equity method - associates
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(1) Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly, 20% or more of the voting power of the investee. Investments in associates are initially recognised at cost and are accounted for using the equity method.
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(2) The Group’s share of its associate’s profit or loss after the date of acquisition is recognised in the Group’s profit or loss, and its share of changes in the associate’s other comprehensive income is recognised in the Group’s other comprehensive income. When the Group’s share of losses of its associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group discontinues recognizing its share of further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
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(3) Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been
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adjusted where necessary to ensure consistency with the policies adopted by the Group.
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(4) 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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(5) Upon loss of significant influence over an associate, the Group remeasures any retained investment in the former associate at its fair value. Any difference between the fair value and carrying amount is recognised in profit or loss.
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(6) When the Group disposes its investment in an associate, if it loses significant influence over the associate, the Group shall account for all amounts previously recognised in other comprehensive income in relation to that investment on the same basis as would have been required if the associate had directly disposed of the related assets or liabilities. If it still retains significant influence over the associate, then the Group shall reclassify to profit or loss the proportion of the gain or loss that had previously been recognised in other comprehensive income relating to that reduction in ownership interest if that gain or loss would be required to be reclassified to profit or loss on the disposal of the related assets or liabilities.
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(7) When the Group disposes its investment in an associate, if it loses significant influence over the associate, the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss. If it still retains significant influence over the associate, then the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss proportionately.
4.11 Property, Plant and Equipment
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(1) Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.
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(2) Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repair and maintenance is recognized in profit or loss as incurred.
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(3) Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each end of reporting year. 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.
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The estimated useful lives of property, plant and equipment are as follows: Buildings:
Main plants 15 to 56 years Main office buildings 40 to 60 years Other accessory equipment 5 to 35 years Machinery and equipment 2 to 38 years Other equipment 2 to 32 years
- (4) An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.
4.12 Government grants
Government grants are recognised at their fair value only when there is reasonable assurance that the Group will comply with any conditions attached to the grants and the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises expenses for the related costs for which the grants are intended to compensate. Government grants related to property, plant and equipment are recognised as non-current liabilities and are amortised to profit or loss over the estimated useful lives of the related assets using the straight-line method.
4.13 Leases
The Group assesses whether the contract is (or includes) a lease at the date of the contract.
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(1) The Group as lessee
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Except for payments for low-value asset and short-term leases which will be recognized as expenses on a straight-line basis, the Group will recognize right-ofuse assets and lease liabilities for all leases at the inception of lease. Right-of-use asset
The right-of-use asset is initially measured at cost (including the initial measurement amount of the lease liability, the payments less incentives, initial direct costs and the estimated recover cost), the subsequent measurement is based on the cost less accumulated depreciation and accumulated impairment loss, and adjusting the amount of re-measures of lease liabilities.
The right-of-use asset recognized depreciation is using the straight-line basis from the date of the lease until the expiration of the useful life or the expiration of the lease term, the depreciation is provided that the title of the underlying asset will be acquired at the end of the lease period or, if the cost of the right-of-use asset reflects the execution of the purchase option
Lease liability
The lease liability is initially measured by the present value of the lease payment (including fixed payment, substantive fixed payment, change in lease payment depending on the index or rate, etc.). If the implied interest rate on the lease is easy to determine, the lease payment is discounted using that interest rate. If the interest rate is not easy to determine, the lessee's increase borrowing rate is used. If the lease period, the evaluation of the purchase choice, the amount of expected to be paid under the residual value guarantee or the change in the index or rate used to determine the lease payment result in a change in the future lease payment, the Group will measure the lease liability and adjust the right to use assets
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relatively. If the carrying amount has been reduced to zero, the remaining amount will recognize in the profit and loss. Lease liabilities are presented in a single-line project on the consolidated balance sheet.
Lease payments in lease agreements that do not depend on the index or rate are recognized as expenses in the period in which they occur.
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(2) The Group as lessor
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Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
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Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.
4.14 Investment properties
Investment properties are properties held to earn rentals and/or for capital appreciation (including property under construction for such purposes) and include land held for a currently undetermined future use.
Investment properties are initially measured at cost, including transaction costs, and subsequently measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.
Investment properties under construction are stated at cost less accumulated impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Depreciation of these assets commences when the assets are ready for their intended use.
On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
4.15 Intangible assets
Separately acquired intangible assets with finite useful lives are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis over the estimated lives as follows:
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(1) Mineral right : 12 years
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(2) Computer software: 2 to 5 years;
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(3) Trademarks and patents: the period of contractual rights or the future economic benefits flowing to the Group.
The estimated useful life and amortization method for an intangible asset are reviewed at each financial year-end. Any changes in estimates is accounted for on a prospective basis.
An intangible asset is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising from the disposal of the assets is determined as the difference between the disposal proceeds and the carrying amount of the asset and is recognized in profit or loss.
4.16 Other non-current assets - exploration and evaluation assets
Exploration and evaluation assets are initially measured at cost and classified as either tangible assets or intangible assets according to the nature of the assets acquired, and such classification shall be consistently applied. Tangible assets (e.g. vehicles and drilling rigs) are subsequently measured at cost less accumulated
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depreciation and accumulated impairment, whereas intangible assets (eg. rights to explore minerals) are subsequently measured at cost less accumulated impairment. An exploration and evaluation asset is no longer be classified as such when the technical feasibility and commercial viability of extracting a mineral resource are demonstrable. Prior to reclassification of an exploration and evaluation asset, the entity shall assess the impairment of which and recognize an impairment loss accordingly.
4.17 Impairment of non-financial assets
The Group assesses at the end of reporting period the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. When the indication of impairment loss recognized in prior years for an asset other than goodwill no longer exists, the impairment loss is reversed to the extent of the loss previously recognized in profit or loss.
4.18 Provisions
Provisions (including warranty, onerous contracts, short-term employee benefits, and liability derecognition) are recognised when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date, which is discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to passage of time is recognised as interest expense. Provisions are not recognised for future operating losses.
4.19 Employee benefits
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.
Pensions
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(1) Defined contribution plans
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For defined contribution plans, 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 from the plan or a reduction in future contributions to the plan.
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(2) Defined benefit plans
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a. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior period. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The discount rate is determined by using the interest rates of government bonds (at the
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balance sheet date) of a currency and term consistent with the currency and term of the defined benefit plans.
- b. Remeasurements arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.
c. Past service costs are recognised immediately in profit or loss.
Employees’ compensation and directors’ and supervisors’ remuneration
Employees’ compensation and directors’ and supervisors’ remuneration are recognised as expenses and liabilities, provided that such recognition is required under legal or constructive obligations and those amounts can be reliably estimated. Any difference between the amount accrued and the amount actually distributed is accounted for a change in accounting estimate.
Termination benefits
Termination benefits are employee benefits provided in exchange for the termination of an employee’s employment as a result of either the Group’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of benefits in exchange for the termination of employment. The Group recognises expense when it can no longer withdraw an offer of termination benefits or when it recognises related restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date are discounted to their present value.
4.20 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are recognized in equity as a deduction from the proceeds.
4.21 Share-based payment transactions
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(1) 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 non-market 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. And ultimately, the amount of compensation cost recognized is based on the number of equity instruments that eventually vest.
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(2) For the cash-settled share-based payment arrangements, the employee services received and the liability incurred are measured at the fair value of the liability to pay for those services, and are recognised as compensation cost and liability over the vesting period. The fair value of the liability shall be remeasured at each balance sheet date until settled at the settlement date, with any changes in fair value recognised in profit or loss.
4.22 Income tax
- (1) 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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(2) The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.
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(3) 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 consolidated balance sheet. However, the deferred 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 tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
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(4) 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.
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(5) Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.
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(6) A deferred tax asset shall be recognised for the carryforward of unused tax credits resulting from acquisitions of equipment or technology, research and development expenditures and equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilized.
4.23 Revenue Recognition
The Group recognizes revenue from contracts with customers in accordance with the principles and steps as stated below:
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(1) Identify the contract with the customer;
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(2) Identify the performance obligations in the contract;
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(3) Determine the transaction price;
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(4) Allocate the transaction price to the performance obligations in contracts; and
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(5) Recognize revenue upon satisfaction of performance obligations.
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The Group does not adjust the transaction price in a contract for the effects of a significant financing component, if the period between when the customer pays for the goods or services and when the entity transfers the goods or services is one year
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or less.
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(1) Sale of goods
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Sales revenue from goods mainly comes from the sales of galvanized steel coils, painted steel coils, steel pipes and electronic materials. Sales revenue is recognized when the control of goods is passed to customers. Since customers have obtained the right to set the price and make use of the goods and assumed the responsibility for resale and risks of obsolescence, the Group recognizes revenue and accounts receivable at such time point, presented as the net amount after deducting sales returns, discounts and allowance. When supplying materials for processing, control of the processed goods is not transferred, in which case it is not recognized as revenue.
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(2) Service revenue
Service revenue is recognized when the service is rendered. Revenue from service rendered in accordance with contracts is recognized in proportion to the completion of a contract.
- (3) Revenue from construction contracts
A real estate contract is a construction contract under which the real estate units have been controlled by customers in the process of construction, in which case the Group recognizes revenue over time. Since construction costs are directly related to the stage of completion of performance obligations, the Group measures the stage of completion by the ratio of real costs incurred to date to total expected costs. The Group recognizes contract assets over the construction period, and transfers them to accounts receivables upon billing the customers. Where the construction proceeds received exceed the recognized amount, the difference is recognized as contract liability. Construction retainage, which is the amount withheld by customers in accordance with the contractual terms in order to assure that the Group will satisfy its contractual obligation, is recognized as a contract asset before the Group completes its performance obligation. If the outcome of the performance obligations cannot be measured reliably, construction revenue is recognized only to the extent of the expenses incurred for satisfaction of performance obligations that are expected to be recovered.
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(4) Revenue from leases, dividends and interests
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A. The rental revenue shall be recognized as revenue in the duration of the lease based on straight-line method.
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B. Dividend revenue from investments is recognized when the rights of shareholders to receive payment are established, provided that the economic profits arising from such transaction are highly probable to flow to the Group and the amount of such benefits can be reliably measured.
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C. Interest revenue is recognized based on outstanding principal and applicable effective interest according to passage of time on an accrual basis.
4.24 Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of those assets until substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are complete.
To the extent that an entity borrows funds specifically for the purpose of obtaining a qualifying asset, the entity shall determine the amount of borrowing costs eligible for capitalisation as the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary investment of those borrowings.
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Except for those qualifying capitalization, all other borrowing costs are recognized as an expense in profit or loss as incurred.
5. CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND MAJOR SOURCES OF ASSUMPTION UNCERTAINTY
The Group considers the economic implications of the COVID-19 when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. The effect of a change in an accounting estimate shall be recognized prospectively by including it in profit or loss in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.
In the preparation of the consolidated financial statements, the critical accounting judgments the Group has made and the major sources of estimation and assumption uncertainty are described as follows:
5.1 Critical judgements in applying accounting policies
(1) Revenue recognition
The Group follows IFRS 15 to determine if it controls the specified good or service before that good or service is transferred to the customer, and the Group is acting as a principal or an agent in that transaction. When the Group acts as an agent, revenue is recognized on a net basis.
The Group acts as a principal as that it meets one of the following situations:
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A. The Group gains control over the goods from the other party before transferring goods to customers.
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B. The Group controls the right of providing service by the other party in order to control the ability of the party to provide service to customers.
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C. The Group gain control over goods or service from the other party in order to combine with other goods or services to provide specific goods or services to customers.
The indicators (not limited to) which assist making judgment on whether the Group controls the goods or services before transferring goods or services to customers:
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A. The Group has primary responsibilities for the goods or services it provides;
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B. The Group bears inventory risk before transferring the specific goods or services to customer, or after transferring the control to customer (for example, if the customer has the right to return).
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C. The Group has the discretion to set prices.
(2) Lease term
In determining the lease term, the Group considers all the facts and circumstances that generate an economic incentive to exercise (or not exercise) the option, including all expected change of facts and circumstances from the inception of commencement to the exercise of the option. The considerations include the contract clause and conditions of the period covered by the option, the significant leasehold improvements made (or expected) during the contract period, and the importance of the underlying assets to the Group's operations. The lease period is reassessed when significant events or major changes occur within the control of the Group.
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5.2 Critical accounting estimates and assumptions
(1) Estimated impairment of financial assets
The provision for impairment of trade receivables is based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and in selecting the inputs to the impairment calculation, based on the Group’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period. Where the actual future cash inflows are less than expected, a material impairment loss may arise.
(2) Process of fair value measurement and evaluation
When the assets and liabilities at fair value with no active market, the Group determines whether to use outside appraisal and using proper evaluation techniques based on related regulation or its own judgment.
If the Level 1 input value is not available while evaluating, the Group refers to the analysis of the investee’s financial position and operating outcome, recent trading price, quotes on non-active market of same equity instrument, quotes on active market of similar equity instrument and evaluation multiples of comparable companies. If the future input value is different from expectation, the fair value might change. The Group updates input values quarterly according to the market status in order to monitor if the measurement of fair value is appropriate.
(3) Impairment assessment of tangible and intangible assets
In the course of impairment assessments, the Group determines, based on how assets are utilised and relevant industrial characteristics, the useful lives of assets and the future cash flows of a specific group of the assets. Changes in economic circumstances or the Group’s strategy might result in material impairment of assets in the future.
(4) Impairment assessment of investments accounted for using the equity method
The Group assesses the impairment of an investment accounted for using the equity method once there is any indication that it might have been impaired and its carrying amount cannot be recoverable. The Group assesses the recoverable amounts of an investment accounted for using the equity method based on the present value of the Group’s share of expected future cash flows of the investee or the present value of expected cash dividends receivable from the investee and expected future cash flows from disposal of the investment, analyzing the reasonableness of related assumptions.
(5) Realisability of deferred tax assets
Deferred assets are recognised only to the extent that it is probable that future taxable profits will be available against which the deferred tax asset can be utilised. The Group’s management assesses the realisability of deferred tax assets by making critical accounting judgements and significant estimates of expected future revenue growth rate and gross profit rate, the tax exemption period, available tax credits, and tax planning, etc. Changes in global economic environment, industrial environment, and laws and regulations might result in material adjustments to deferred tax assets.
(6) Evaluation of inventories
As inventories are stated at the lower of cost and net realisable value; thus, the Group estimates the net realizable value of inventory for obsolescence and unmarketable items on balance sheet date due to the rapid technology changes and
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writes down inventories to the net realisable value.
(7) Calculation of accrued pension obligations
When calculating the present value of defined pension obligations, the Group uses judgments and actuarial assumptions to determine related estimates, including discount rates and future salary increase rate. Changes in these assumptions may have a significantly impact on the carrying amount of defined pension obligations.
(8) Tenant's increase in borrowing interest rate
The fair values at the time of the decision to increase the borrowing rate of the lessee used in the lease payment, the risk-free interest rate and the same currency is used as the reference rate, and the estimated lessee's credit risk sticker and lease specific adjustments (such as asset-specific and secured factors) are taken into account.
6. DETAILS OF SIGNIFICANT ACCOUNTS
6.1 Cash and cash equivalents
| Cash and cash equivalents | ||
|---|---|---|
| Item Cash on hand Checking account Demand deposits Time deposits (with original maturities within three months) Total |
December 31 | |
| 2020 $7,995 696,295 2,903,492 123,000 $3,730,782 |
2019 | |
| $6,394 732,449 4,239,184 45,690 |
||
| $5,023,717 |
- 1.The financial institutions dealing with the Group are credit worthy, and the Group does transactions with a number of financial institutions to diversify credit risk that are unlikely to be expected to default.
2.The Group had no cash and cash equivalents pledged to others.
6 . 2 Financial assets at fair value through profit or loss
| Item Financial assets - current: Non-derivative Financial assets mandatorily measured at FVTPL Mutual funds Domestic unlisted preferred stock Derivatives Cross currency swap contracts Total |
December 31 | December 31 |
|---|---|---|
| 2020 $35,327 662,651 - $697,978 |
2019 | |
| $43,769 376,755 7,755 |
||
| $428,279 |
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| Financial assets - noncurrent: Non-derivative financial assets mandatorily measured at FVTPL Domestic unlisted preferred stock Financial bonds Total Financial liabilities - current: Derivatives Forward exchange contracts Exchange interest rate swap contracts Total |
$ - - $ - $14,237 258 $14,495 |
$279,285 10,004 |
|---|---|---|
| $289,289 | ||
| $ - - |
||
| $ - |
-
1.The Group had no financial assets at fair value through profit or loss pledged to others. 2.Please refer to Note 12(2) for credit risk management and evaluation method.
-
3.The Group enters derivatives to hedge exchange rate risk of assets denominated in foreign currencies. However, as the Group does not plan on adopting hedge accounting, those contracts are accounted for as financial instruments at fair value through profit or loss upon initial recognition. Outstanding contracts are as follows:
-
(1) Exchange interest rate swap contracts
December 31, 2020:
| December 31, 2020: | |||
|---|---|---|---|
| Nominal Principal (inthousands) USD 10,000 |
ContractPeriod April 22, 2020 to March 29, 2021 |
Paid Interest Rate 0.6% |
Received FloatingInterestRate |
| LIBOR three months |
December 31, 2019:None
- (2) Forward exchange contracts December 31 2020:
| December 31, 2019:None (2) Forward exchange contracts December 31 2020: |
||
|---|---|---|
| Currency Contract Period EUR(BUY) RMB(SELL) April 3, 2020 to January 19, 2021 USD(SELL) RMB(BUY) July 6, 2020 to July 15, 2021 December 31, 2019:None |
Execution Rate 7.6782-8.00 6.9998-7.11 |
Contract Amount (in thousands) |
| EUR 4,300 USD 10,000 |
(3) Cross currency swap contracts December 31, 2020:None December 31, 2019:
Received Contract Amount Paid Interest Interest Rate Currency Contract Period (in thousands) Rate Range Range USD(SELL) January 9, 2019 USD 19,000 6.35%-7.21% LIBOR+4.15% RMB(BUY) to June 24, 2020 RMB 129,243
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6.3 Notes receivable, net
| Notes receivable, net | ||
|---|---|---|
| Item At amortized cost Notes receivable Less: Loss allowance Net |
December 31 | |
| 2020 $572,859 (109) $572,750 |
2019 | |
| $845,328 (16) |
||
| $845,312 |
-
1.As of December 31, 2020 and 2019, the Group pledged a portion of its notes receivable as collateral for its borrowings. Please refer to Note 8.
-
2.Please refer to Note 7.3.5. for accounts receivable with related parties
-
3.Please refer to Note 6.4 for the relevant disclosure of loss allowance for notes receivable.
-
4.The Group has transferred the endorsement of the bank acceptance bills of the Mainland to the suppliers to pay the accounts payable. As the risks and rewards of the notes have been transferred, the Group has derecognized the bank acceptance bills and the corresponding accounts payable. The suppliers still have the right to request the Group to settle the payment if the outstanding bank acceptance notes are not fulfilled at the end of the period. Therefore, the Group continues to participate in the notes. The Group's maximum loss of the continued involvement in the derecognized bank acceptance bills is the amount of bank acceptance bills that have been transferred but not yet matured. As of December 31, 2020 and 2019, the balances were RMB191,122 thousand, and RMB441,574 thousand, respectively. These notes will expire within 1~12 months after the balance sheet date. In consideration of the credit risk of the bank acceptance bills, the Group's assessment of the fair value of its continuing involvement is not significant. The Group did not recognise any gains and losses on the transfer of the bank's acceptance for the year ended December 31, 2020 and 2019.
6.4 Accounts receivable, net
| Accounts receivable, net | ||
|---|---|---|
| Item At amortized cost Accounts receivable Less: Loss allowance Net |
December 31 | |
| 2020 $1,866,089 (5,204) $1,860,885 |
2019 | |
| $1,706,965 (24,019) |
||
| $1,682,946 |
-
A. The Group’s accounts receivables that are not overdue nor impaired all meet the credit standards stipulated based on the counterparties' industrial characteristics, operation scale, and profitability. The average credit period varies: 30~60 days for Carbon Steel Department, and interest-bearing deferred payment is allowed upon mutual agreement; 7~26 days for the sale of steel products; agreed days for the Engineering Department based on the contractual terms; and 60~90 days for other departments.
-
B. For the information about the Group’s accounts receivable pledged as collateral, please see Note 8 for details.
-
C. The Group factored part of its accounts receivables to banks without recourse. The Group had already transferred substantially all risks and rewards upon factoring the
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accounts receivables, which were thereby derecognized from the balance sheet. Please refer to Note 12 (4) for related information.
- D.The Group applies the simplified approach to provisions for expected credit losses prescribed by IFRS 9, which permits the use of a lifetime expected credit losses provision for trade receivables. The expected credit losses on trade receivables are estimated by reference to past account aging records of the debtor, an analysis of the debtor’s current financial position, industrial trend. which receivables are past due. As the Group’s historical credit losses experience does not show significantly different loss patterns for different customer segments, the provision for losses based on past due status of receivables is not further distinguished between the Group’s different customer base.
The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery of the receivable. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables which are due. Where recoveries are made, these are recognized in profit or loss.
The Group measures the allowance for notes receivable, accounts receivable according and contract assets to the preparation matrix (including related parties):
| December 31, 2020 Not past due December 31, 2019 Not past due 181 to 365 days Total |
Expected credit loss rate 0%-0.5% Expected credit loss rate 0%-0.5% 100% |
Gross carrying amount $2,625,420 Gross carrying amount $3,326,056 16,699 $3,342,755 |
Allowance for doubtful accounts(ECL) ($5,982) Allowance for doubtful accounts(ECL) ($7,941) (16,699) ($24,640) |
Amortized cost |
|---|---|---|---|---|
| $2,619,438 | ||||
| Amortized cost |
||||
| $3,318,115 - |
||||
| $3,318,115 |
Movements of the loss allowance for notes receivable and accounts receivable (including related parties) were as follows:
| including related parties) were as follows: | ||
|---|---|---|
| Beginning balance Add: Provision for impairment Less: Write-offs Impact of foreign exchange differences Ending balance |
Year Ended December 31 | |
| 2020 $24,640 1,330 (19,961) (27) $5,982 |
2019 | |
| $8,754 16,782 (349) (547) |
||
| $24,640 |
As of December 31, 2020 and 2019, the above provision has already taken into consideration collateral or other credit enhancement. The other credit enhancement (e.g., banker’s acceptance and L/C) possessed by above receivables were $1,724,005 thousand, and $2,032,654 thousand, respectively.
Please refer to Note 12(2) for the relevant credit risk management and assessment.
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6.5 Other receivables
| Item Business tax refundable Proceeds receivable from disposal of land Proceeds receivable arising from sale of funds Interest receivable Others Total Less: Loss allowance Net Inventories and operating cost Item Steel Department and other Non-heavy Industry Department: Raw materials Supplies Work in progress Finished goods Other inventories Subtotal Less: Valuation allowance Net Heavy Industry Department: Raw materials Supplies Subtotal Less: Valuation allowance Net Total |
December 31 | December 31 |
|---|---|---|
| 2020 2019 $114,141 $112,629 - 48,560 - 6,181 967 6,305 17,100 16,794 $132,208 $190,469 - - $132,208 $190,469 December 31 |
2019 | |
| $112,629 48,560 6,181 6,305 16,794 |
||
| $190,469 - |
||
| $190,469 | ||
| 2020 $3,841,296 427,821 1,051,510 3,067,695 286,136 $8,674,458 (244,928) $8,429,530 $99,989 3,006 $102,995 (418) $102,577 $8,532,107 |
2019 | |
| $3,426,910 409,573 1,086,084 2,738,642 268,945 |
||
| $7,930,154 (418,538) |
||
| $7,511,616 | ||
| $233,533 5,436 |
||
| $238,969 (1,001) |
||
| $237,968 | ||
| $7,749,584 |
6.6 Inventories and operating cost
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1.Inventory gains (losses) recognized as cost of sales are as follows:
| 1.Inventory gains (losses) recognized as cost | of sales are as follows: | of sales are as follows: |
|---|---|---|
| Item Cost of inventories sold Construction cost loss on retirement of Inventory Unallocated manufacturing overhead Inventory counting gain (loss) Purchase and construction contract loss (recovery gain) Inventory valuation loss and obsolescence loss (recovery gain) Impact of foreign exchange difference Total operating cost |
Year Ended December 31 2020 2019 $50,130,911 $55,223,661 978,208 1,434,748 32,635 56,364 302,449 212,147 547 1,149 2,263 (8,701) (174,193) 158,603 (2,042) 60,508 $51,270,778 $57,138,479 |
|
| 2019 | ||
| $55,223,661 1,434,748 56,364 212,147 1,149 (8,701) 158,603 60,508 |
||
| $57,138,479 |
-
2.The Group recognized inventory valuation loss (recovery gain) of ($174,193) thousand and $158,603 thousand for the year ended December 31, 2020 and 2019, respectively, due to inventory's write-down to net realizable value, or the net realizable value of inventories recovered as a result of market stabilization that enabled the Group to raise prices on certain products.
-
3.The Group has no inventories pledged to others.
6.7 Prepayments
| Prepayments | ||
|---|---|---|
| Item Prepaid material purchase Prepaid (overpaid) sales tax Prepaid insurance Prepaid sea freight Prepaid syndicated loan arrangement fee Other prepayments Total |
December 31 | |
| 2020 $2,688,591 661,438 74,113 26,479 15,100 58,439 $3,524,160 |
2019 | |
| $1,293,220 505,202 65,515 21,694 - 49,816 |
||
| $1,935,447 |
-
1.Prepaid syndicated loan arrangemen fee was paid to lead bank of syndicated loan. In December 2020, the Group entered a syndicated loan agreement with 9 joint lending banks including Megabank, with a credit line of $45 billion, The syndicated loan agreement was first actually drawn in January 2021.
-
Please refer to Note 7.3.7. for prepayments with related parties
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6.8 Noncurrent assets held for sale / Liabilities directly associated with noncurrent assets held for sale
| Noncurrent assets held for sale / Liabilities assets held for sale |
directly associated with noncurrent |
|---|---|
| Item Noncurrent assets held for sale Less:Accumulated impairment Net Liabilities directly associated with noncurrent assets held for sale |
December 31 2020 2019 $160,114 $23,342 - - $160,114 $23,342 $70,070 $7,630 |
| 2020 $160,114 - $160,114 $70,070 |
-
1.As stated in Note 9.10, In December 2020, the Group entered into a contract to sell part of land in Pingnan Section, Fangliao Township, Pingtung County. The total contract price was $699,980 thousand, and the disposal was expected to be completed within 12 months. As of December 31, 2020, $70,070 thousand have been collected.
-
2.In November 2019, the Group entered into a contract to sell part of land in Pingbei Section, Jiadong Township, Pingtung County. The total contract price was $76,344 thousand. In March 2020, the ownership transfer was completed in accordance with the scheduled payment terms as stipulated in the contract.
-
3.Please refer to Note 8 for the information of noncurrent assets held for sale pledged as collateral.
6.9 Other financial assets - current
| Item Time deposits within three months Pledged demand deposits Pledged time deposits Total |
December 31 | December 31 |
|---|---|---|
| 2020 $30,395 644,677 132,774 $807,846 |
2019 | |
| $26,681 741,017 638,232 |
||
| $1,405,930 |
6.10 Financial assets at fair value through other comprehensive income or loss - noncurrent
| noncurrent | ||
|---|---|---|
| Item Equity instruments: Domestic listed stocks Domestic unlisted stocks Subtotal Valuation adjustment Total |
December31 2020 2019 $45,000 $45,000 587,102 560,182 $632,102 $605,182 93,232 104,704 $725,334 $709,886 |
|
| 2019 $45,000 560,182 $605,182 104,704 $709,886 |
- The Group invests in domestic listed and unlisted stocks in accordance with its medium/long-term strategies and expects to make a profit through long-term investment. Management of the Group believes that it is not consistent with the afore-mentioned long-term investment planning if the short-term fair value changes of such investment are presented in profit or loss. Therefore, the Group elects to designate such investment as to be measured at FVTOCI.
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-
For related credit risk management and means of assessing, please refer to Note 12(2).
-
As of December 31, 2020 and 2019, the Group had no financial assets at FVTOCI pledged as collateral.
6.11 Investments accounted for using equity method
| Investee Associates: Associates with significance: Eliter International Corp. E-Da Development Corp. Tangeng Iron Works Co., Ltd. Yieh United Steel Corp. Associates without significance Total |
December 31 | December 31 |
|---|---|---|
| 2020 $3,515,714 1,351,328 3,910,332 3,131,828 1,954,811 $13,864,013 |
2019 | |
| $3,536,605 1,448,243 4,094,392 3,763,677 1,818,401 |
||
| $14,661,318 |
-
Associates:
-
(1) Major associates of the Group are as follows:
| CompanyName Eliter International Corp. E-Da Development Corp. Tangeng Iron Works Co., Ltd. Yieh United Steel Corp. |
ShareholdingPercentage | ShareholdingPercentage |
|---|---|---|
| December 31, 2020 43.56% 34.38% 31.16% 30.51% |
December 31, 2019 | |
| 43.56% 34.38% 31.16% 30.31% |
Please refer to Table 10 and Table 11 in Note 13 for the nature of business, main operation location and countries of registration of the associates listed above.
-
(2) The summarized financial information in respect of the Group’s major associates is as follows:
-
A. Balance Sheets
Eliter International Corp.
| Current assets Noncurrent assets Current liabilities Noncurrent liabilities Equity Share in associates’ net assets Unrealized loss from transactions with associates Carrying amount of associate |
December 31,2020 $7,219,188 4,963,316 2,693,464 1,273,422 $8,215,618 $3,578,420 (62,706) $3,515,714 |
December 31,2019 |
|---|---|---|
| $6,971,622 5,195,803 1,603,831 2,299,960 |
||
| $8,263,634 | ||
| $3,599,334 (62,729) |
||
| $3,536,605 |
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E-Da Development Corp.
| E-Da Development Corp. | pment Corp. | |
|---|---|---|
| Current assets Noncurrent assets Current liabilities Noncurrent liabilities Equity Share in associates’ net assets Unrealized loss from transactions with associates Carrying amount of associate Current assets Noncurrent assets Current liabilities Noncurrent liabilities Equity Share in associates’ net assets Unrealized loss from transactions with associates Carrying amount of associate Current assets Noncurrent assets Current liabilities Noncurrent liabilities Equity Share in associates’ net assets Unrealized loss from transactions with associates Carrying amount of associate |
December 31, 2020 December 31, 2019 $605,393 $867,776 7,974,851 8,123,713 886,455 1,021,390 3,741,418 3,735,304 $3,952,371 $4,234,795 $1,358,987 $1,456,096 (7,659) (7,853) $1,351,328 $1,448,243 TangengIron Works Co., Ltd. |
December 31, 2019 |
| $867,776 8,123,713 1,021,390 3,735,304 |
||
| $4,234,795 | ||
| $1,456,096 (7,853) |
||
| $1,448,243 | ||
| December 31, 2020 $3,180,884 23,623,947 2,439,751 11,815,071 $12,550,009 $3,910,332 - $3,910,332 Yieh United |
December 31, 2019 | |
| $4,274,280 23,749,927 3,638,556 11,244,913 |
||
| $13,140,738 | ||
| $4,094,392 - |
||
| $4,094,392 | ||
| Steel Corp. | ||
| December 31, 2020 $8,876,058 35,131,909 21,887,485 11,607,523 $10,512,959 $3,204,035 (72,207) $3,131,828 |
December 31, 2019 | |
| $8,343,346 36,320,870 23,899,830 8,107,714 |
||
| $12,656,672 | ||
| $3,835,884 (72,207) |
||
| $3,763,677 |
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B.Statements of Comprehensive Income
| tatements of Comprehensive Income | ||
|---|---|---|
| Operating revenue Net income (loss) Other comprehensive income (loss) (net after tax) Total comprehensive income (loss) Dividends received from associate Operating revenue Net income (loss) Other comprehensive income (loss) (net after tax) Total comprehensive income (loss) Dividends received from associate Operating revenue Net income (loss) Other comprehensive income (loss) (net after tax) Total comprehensive income (loss) Dividends received from associate Operating revenue Net income (loss) Other comprehensive income (loss) (net after tax) Total comprehensive income (loss) Dividends received from associate |
Eliter International Corp. | |
| 2020 2019 $267,888 $229,538 ($66,028) ($144,372) 18,011 (5,901) ($48,017) ($150,273) $ - $ - E-Da Development Corp. |
2019 | |
| $229,538 | ||
| ($144,372) (5,901) |
||
| ($150,273) | ||
| $ - | ||
| 2020 2019 $704,305 $795,002 ($322,389) ($294,609) 39,953 (14,958) ($282,436) ($309,567) $ - $ - TangengIron Works Co., Ltd. |
2019 | |
| $795,002 | ||
| ($294,609) (14,958) |
||
| ($309,567) | ||
| $ - | ||
| 2020 $10,828,679 ($665,673) 74,943 ($590,730) $ - Yieh United |
2019 $12,350,956 $14,953 49,483 $64,436 $ - |
|
| Steel Corp. | ||
| 2020 | 2019 | |
| $31,873,617 | $35,843,299 | |
| ($1,877,471) (259,646) |
($3,046,907) (325,289) |
|
| ($2,137,117) | ($3,372,196) | |
| $ - | $ - |
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- (3)Shares of individually insignificant associates of the Group are summarized as follows:
| follows: | ||
|---|---|---|
| Share of: Net income Other comprehensive income (loss) (net after tax) Total comprehensive income (loss) |
Year Ended December 31 | |
| 2020 $47,617 34,089 $81,706 |
2019 | |
| $29,989 (42,032) |
||
| ($12,043) |
- (4)Associates of the Group with quoted prices in active market (Level 1 fair value inputs) are as follow:
| inputs) are as follow: | ||
|---|---|---|
| Yieh United Steel Corp. (Note) Tangeng Iron Works Co., Ltd. Total |
December 31 | |
| 2020 $4,983,188 4,220,351 $9,203,539 |
2019 | |
| $3,506,463 4,678,374 |
||
| $8,184,837 |
-
(Note): The fair value information above does not include shares acquired in private placement, which are not allowed to be transferred freely in open markets.
-
(5)For Skylark Hot Spring & Resort Corp., E-Da Tour Bus Corporation, E-Da Bus Transportation Co., Ltd., and E-Da Entertainment Co., the Group has significant influence over which as a result of being a director in such entities. Consequently, those entities are accounted for using equity method.
-
(6)After considering the amount and distribution of other shareholders which are not extremely dispersed, the Group is not able to lead the company’s activities. Thus, the Group has no control even though it holds 38%, 45%, 43.56%, 34.38% and 30.51% of E-Da Health Biotechnology Co., Ltd., Zheng Xin Security Co., Ltd., Eliter International Corp., E-Da Development Corp., and Yieh United Steel Corp. and is the single largest shareholder. The management believes the Group only had significant impact to these companies, so classified them as the associates.
-
(7)The Group participated in the private placement of Yieh United Steel Corp. in February 2017, and December 2015, and subscribed at $7 per share, with the total subscription amount of $204,876 thousand and $1,100,400 thousand, respectively. Pursuant to the Securities and Exchange Act, securities from private placement can only be traded freely in the open markets when they are held for three years from the delivery date and the issuer has to complete the supplementary procedures of public offering.
-
(8)Due to cross ownership and the adoption of equity method between the Group and Yieh United Steel Corp., an investee accounted for using equity method, investment gain (loss) is recognized using the treasury stock approach.
-
(9)All investments accounted for using equity method and the Group’s share of profit or loss and other comprehensive income in the investees, except for E United Japan Co., Ltd., which is calculated based on its unaudited financial statements, are calculated based on audited financial statements of those investees. However, the Group’s management believes unaudited financial statements of above investees would not have a significant impact on the Group.
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(10)As of December 31, 2020 and 2019, the Group pledged part of its investments accounted for using equity method as collateral for its borrowings. Please refer to Note 8.
6.12 Property, Plant and Equipment
| Property, Plant and Equipment | ||
|---|---|---|
| Item Land Buildings and structures Machinery Other equipment Equipment to be inspected and construction in progress Total cost Less: Accumulated depreciation Accumulated impairment Total |
December 31 | |
| 2020 $6,008,209 8,485,254 40,118,043 3,230,583 15,077,536 $72,919,625 (26,375,533) (322,012) $46,222,080 |
2019 | |
| $6,008,209 8,480,633 34,700,290 3,280,289 16,386,255 |
||
| $68,855,676 (25,222,049) (487,523) |
||
| $43,146,104 |
| Cost Balance, January 1, 2020 Additions Transferred to expenses Disposals write-down accumulated Impairment Reclassification Impact of foreign exchange differences December 31, 2020 Accumulated depreciation and impairment Balance, January 1, 2020 Depreciation Reclassification Disposals write-down accumulated Impairment Impact of foreign exchange differences December 31, 2020 |
Land | Buildings and structures $8,480,633 7,955 - (8,592) - (35,664) 40,922 $8,485,254 $3,771,355 233,024 11,164 (7,846) - 12,398 $4,020,095 |
Machinery | Other equipment | Equipment to be inspected and construction in progress |
Total |
|---|---|---|---|---|---|---|
| $6,008,209 - - - - - - |
$34,700,290 78,823 - (262,395) - 5,417,949 183,376 |
$3,280,289 211,439 - (331,286) - 57,132 13,009 |
$16,386,255 4,231,920 (16,699) - (152,445) (5,439,417) 67,922 |
$68,855,676 4,530,137 (16,699) (602,273) (152,445) - 305,229 |
||
| $6,008,209 | $40,118,043 | $3,230,583 | $15,077,536 | $72,919,625 | ||
| $ - - - - - |
$19,396,108 1,172,288 (11,164) (249,687) - 77,005 |
$2,211,471 230,486 - (329,356) - 2,106 |
$330,638 - - - (152,445) - |
$25,709,572 1,653,798 - (586,889) (152,445) 91,509 |
||
| $ - | $20,384,550 | $2,114,707 | $178,193 | $26,697,545 |
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| Cost | Land | Buildings and structures |
Machinery | Other equipment | Equipment to be inspected and construction in progress |
Total |
|---|---|---|---|---|---|---|
| $6,007,639 570 - - - - |
$8,648,387 6,025 - (81,492) 16,851 (109,138) |
$35,150,954 70,873 (111) (96,467) 61,741 (486,700) |
$3,319,698 186,610 - (251,676) 77,976 (52,319) |
$12,628,421 4,126,507 (16,283) - (156,568) (195,822) |
$65,755,099 4,390,585 (16,394) (429,635) - (843,979) |
|
| Balance, January 1, 2019 Additions Transferred to expenses Disposals Reclassification Impact of foreign exchange differences Balance, December 31, 2019 Accumulated depreciation and impairment |
||||||
| $6,008,209 | $8,480,633 | $34,700,290 | $3,280,289 | $16,386,255 | $68,855,676 | |
| $ - - - - |
$3,635,942 244,913 (79,604) (29,896) |
$18,443,813 1,212,924 (75,009) (185,620) |
$2,226,177 254,320 (247,993) (21,033) |
$330,638 - - - |
$24,636,570 1,712,157 (402,606) (236,549) |
|
| Balance, January 1, 2019 Depreciation Disposals Impact of foreign exchange differences Balance, December 31, 2019 |
||||||
| $ - | $3,771,355 | $19,396,108 | $2,211,471 | $330,638 | $25,709,572 |
- 1.Reconciliations of current additions and the acquisition of property, plant and equipment in statement of cash flows were as follows:
| Item Increase in property, plant and equipment Increase/decrease in payables for purchase of equipment Cash paid for acquisition of property, plants and equipment |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2020 $4,530,137 69,243 $4,599,380 |
2019 | |
| $4,390,585 (139,019) |
||
| $4,251,566 |
-
2.Please refer to Note 6.36 for details of the amount of capitalized borrowing costs.
-
3.Impairment losses for property, plant and equipment recognized for 2020 and 2019 were both $0 thousand.
-
4.As of December 31, 2019, the Group’s cumulative impairment losses was $223,116 of the painting equipment and other equipment in Pingnan plant due to the termination of expansion of such plant, of which the Pingnan plant’s land was sold in 2020, so the plant’s equipment has been cumulative impairment losses by $152,445 thousand to reduce equipment to be inspected and construction in progress. As of December 31, 2020, the accumulative impairment losses were $70,671 thousand.
-
5.For the information about property, plant and equipment pledged as collateral, please see Note 8 for details.
-
6.The Group’s land amounting to both $78,568 thousand as of December 31 2020 and 2019 is unable to be registered under the name of the Group due to regulation restriction. Accordingly, the ownership was registered under the name of an individual with a mortgage registration as safeguard measures.
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6.13 Lease Agreement
A. Right-of-use asset
| A | . Right-of-use asset | ||||||
|---|---|---|---|---|---|---|---|
| Item | December 31 | ||||||
| 2020 $486,602 37,907 $524,509 (28,511) - $495,998 Building |
2019 | ||||||
| Land | $503,019 38,759 |
||||||
| $541,778 (15,682) - |
|||||||
| $526,096 | |||||||
| Total | |||||||
| $ 38,759 1,927 (810) (1,969) |
$ 541,778 11,721 (12,000) (16,990) |
||||||
| $37,907 | $524,509 | ||||||
| $ 6,026 6,283 (810) (495) |
$ 15,682 15,896 (2,759) (308) |
||||||
| $11,004 | $28,511 | ||||||
| Building | Total | ||||||
| $ - 810 37,949 - |
$ - 501,501 40,544 (267) |
||||||
| $38,759 | $541,778 | ||||||
| $ - 6,179 (153) |
$ - 16,066 (384) |
||||||
| $6,026 | $15,682 |
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The discount rate interval for lease liabilities is 1.9661%-2.4%.
Please refer to Note 12(2) for lease liabilities with repayment periods.
- C. Significant lease activities and clause
The Group rented land and buildings for operation. The lease terms range from 1 to 31 years. Part of the lease may be extended with its duration and is calculated based on the area of the land leased and the rate based on the announced land value of the current year. In accordance with the contract, without the lessor’s consent, the Group is not allowed to sublet the leased object to the third party. There is no sign of impairment of right-of-use assets, hence the Group didn’t assess the impairment as of December 31, 2020 and 2019.
-
D. Other lease information:
-
(1) The current lease relevant expense information was as follows:
| Item Short-term lease expense Gross cash outflow (Note) |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2020 $19,091 $27,491 |
2019 | |
| $20,910 | ||
| $30,235 |
(Note): Including principle paid for lease liability.
- E. For the information about right-of-use assets pledged as collateral, please see Note 8 for details.
6.14 Investment properties
| Item Land Buildings Construction in progress Total cost Less: Accumulated depreciation Accumulated impairment Total |
December 31 | December 31 |
|---|---|---|
| 2020 $124,968 47,006 - $171,974 (2,382) (68,009) $101,583 |
2019 | |
| $605,403 46,281 40,554 |
||
| $692,238 (1,667) (68,009) |
||
| $622,562 |
- Investment properties and accumulated depreciation and impairment c hanges are as follows
| follows | ||||
|---|---|---|---|---|
| Cost | Land | Buildings | Construction inprogress |
Total |
| $605,403 - 44,569 (378,652) (146,352) - |
$46,281 - - - - 725 |
$40,554 20,065 (44,569) - (16,050) - |
$692,238 20,065 - (378,652) (162,402) 725 |
|
| Balance, January 1, 2020 Additions Reclassification Disposals Transferred to noncurrent assets held for sale Impact of foreign exchange differences Balance, December 31, 2020 |
||||
| $124,968 | $47,006 | $- | $171,974 |
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Accumulated depreciation and impairment
| Accumulated depreciation and impairment | ||||
|---|---|---|---|---|
| Balance, January 1, 2020 Depreciation Impact of foreign exchange differences Balance, December 31, 2020 Cost |
$68,009 - - |
$1,667 675 40 |
- - - |
$69,676 675 40 |
| $68,009 | $2,382 | $ - |
$70,391 | |
| Land | Buildings | Construction inprogress |
Total | |
| $760,128 - (132,853) (21,872) - |
$48,196 - - - (1,915) |
$36,988 13,930 (8,894) (1,470) - |
$845,312 13,930 (141,747) (23,342) (1,915) |
|
| Balance, January 1, 2019 Additions Disposals Transferred to noncurrent assets held for sale Impact of foreign exchange differences Balance, December 31, 2019 Accumulated depreciation and impairment |
||||
| $605,403 | $46,281 | $40,554 |
$692,238 |
|
| $68,009 - - |
$1,033 703 (69) |
- - - |
$69,042 703 (69) |
|
| Balance, January 1, 2019 Depreciation Impact of foreign exchange differences Balance, December 31, 2019 |
||||
| $68,009 | $1,667 | $ - |
$69,676 |
Please refer to Note 6.8 for details on transferred to noncurrent assets held for sale.
- 2.Rental revenue and direct operating expenses of investment properties:
| Item Rental revenue from investment properties Direct operating expenses incurred by the investment properties with rental revenue generating in current period Direct operating expenses incurred by the investment properties with no rental revenue generating in current period |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2020 $ - $- $3,324 |
2019 | |
| $ - | ||
| $- | ||
| $8,459 |
-
3.As of December 31, 2020 and 2019, the fair values of investment properties held by the Group were $123,953 thousand and $1,599,330 thousand, respectively, which were based on evaluation appraised by independent appraisers as of December 2019 and 2017. Such evaluation adopted the comparative approach by reference to the market evidence similar to the real estate transaction prices. Those are Level 3 fair value inputs. Please refer to Note 12(3). The Group believes that there would not be any material fluctuation in the fair value of such investment properties after their appraisal. Appraisal will be taken place every two years on the investment properties.
-
For the information about investment properties pledged as collateral, please see Note 8 for details.
-202-
- The Group’s land amounting to both $8,987 thousand as of December 31 2020 and 2019 is unable to be registered under the name of the Group due to regulation restriction. Accordingly, the ownership was registered under the name of an individual with a mortgage registration as safeguard measures.
6.15 Intangible assets
| Item | December 31 | December 31 | December 31 | |||
|---|---|---|---|---|---|---|
| 2020 $464,202 8,207 17,406 $489,815 (115,468) - $374,347 Trademarks Others $8,207 $6,133 - 4,768 - (434) - (226) $8,207 $10,241 Trademarks Others $8,207 $10,241 - 12,637 - (5,493) - 21 $8,207 $17,406 $ - $5,470 - 121 - (5,493) - 20 $ - $118 |
2019 | |||||
| $504,111 8,207 10,241 |
||||||
| $522,559 (90,060) - |
||||||
| $432,499 | ||||||
| Trademarks $8,207 - - - $8,207 Trademarks $8,207 - - - $8,207 $ - - - - $ - |
Total | |||||
| $10,241 12,637 (5,493) 21 |
$522,559 12,637 (5,493) (39,888) |
|||||
| $17,406 | $489,815 | |||||
| $5,470 121 (5,493) 20 |
$90,060 40,493 (5,493) (9,592) |
|||||
| $118 | $115,468 | |||||
| Others | Total | |||||
| $6,133 4,768 (434) (226) |
$498,808 4,768 (434) 19,417 |
|||||
| $10,241 | $522,559 |
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| Accumulated amortization and impairment Balance, January 1, 2019 Amortization Disposals Impact of foreign exchange differences Balance, December 31, 2019 |
$ 40,373 42,295 - 1,922 $84,590 |
$ - - - - $ - |
$6,072 58 (434) (226) |
$46,445 42,353 (434) 1,696 |
|---|---|---|---|---|
| $5,470 | $90,060 |
6.16 Other non-current assets
| Other non-current assets | ||
|---|---|---|
| Item Intangible exploration and evaluation assets Other Total Less: Accumulated impairment Net |
December 31 | |
| 2020 $10,536 10,233 $20,769 - $20,769 |
2019 | |
| $11,590 - |
||
| $11,590 - |
||
| $11,590 |
The above-mentioned intangible exploration and evaluation assets are mainly the rights to explore nickel laterite ores, which will be reclassified as “Intangible assets - drilling rights to minerals” when the technical feasibility and commercial viability of extracting a mineral resource are demonstrable in the future.
6.17 Refundable deposits
| Refundable deposits | |||
|---|---|---|---|
| December 31 | |||
| Item | 2020 | 2019 | |
| Deposit for dumping margins | $148,596 | $851,218 | |
| Performance deposits | 16,921 | 27,544 | |
| Rent deposits | 32,135 | 33,616 | |
| Others | 25,243 | 13,475 | |
| Total | $225,895 | $925,853 |
An antidumping investigation into the corrosion-resistant steel sold from Taiwan, conducted by the Department of Commerce of the U.S. in June 2015, had completed in July 2016, with an official announcement that all corrosion resistant products manufactured in or sold from Taiwan must temporarily bear a dumping margin duty. The custom was also instructed to impose a temporary dumping margin on all entries of merchandise sold by the Group to the U.S. that had been covered by the investigation. The antidumping duty is imposed by the U.S. using the retrospective system. The difference between the tax rate of the provisional tax rate paid and the final survey result is presented as “refundable deposit”.
-204-
6.18 Short-term Loans
| Short-term Loans | ||
|---|---|---|
| Type of Loan Credit loans Credit for material purchase Mortgage loans Total Type of Loan Credit loans Credit for material purchase Mortgage loans Total |
December | 31, 2020 |
| Amount $7,636,483 6,696,824 592,000 $14,925,307 December |
Interest Rate 1.39%-5.00% 0.93%-2.55% 1.81%-2.83% 31, 2019 |
|
| Amount $6,797,255 8,150,491 650,000 $15,597,746 |
Interest Rate 1.33%-5.50% 1.54%-3.98% 2.09%-2.84% |
Some financial assets, and property, plant, and equipment, investment properties, notes receivable, and accounts receivable are pledged as collateral for short-term loans. Please refer to Note 8 for details.
6.19 Short-term notes and bills payable
| Item Commercial paper payable Less: Unamortized discount Net Interest Rate Range |
December 31 | December 31 |
|---|---|---|
| 2020 $1,292,000 (2,635) $1,289,365 1.67%-2.78% |
2019 | |
| $934,000 (2,728) |
||
| $931,272 | ||
| 1.70%-2.78% |
The Group pledged some of its property, plant, and equipment, and investment properties as collateral for some of its short-term bills payable. Please refer to Note 8 for details.
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6.20 Other Payables
| Other Payables | ||
|---|---|---|
| Item Compensations payable Equipment payable Interest payable Utility expense payable Consumables payable Export and transportation expense payable Business tax payable Cash dividends payable - from previous period Repairing charges payable Others Total |
December 31 | |
| 2020 $539,677 491,363 55,613 49,025 28,272 82,812 50,213 23,065 18,341 415,493 $1,753,874 |
2019 | |
| $408,153 560,606 63,945 50,256 25,407 74,538 56,562 22,994 19,223 369,919 |
||
| $1,651,603 |
Please refer to Note 7.3.6. for related party transactions
6.21 Provisions - current
| Item Employee benefits Warranty Onerous contract Derecognized liabilities Total |
December 31 | December 31 |
|---|---|---|
| 2020 $83,394 3,469 3,269 3,670 $93,802 |
2019 | |
| $82,750 3,013 1,006 4,037 |
||
| $90,806 |
| Employee | Onerous | Derecognized | Derecognized | |||||
|---|---|---|---|---|---|---|---|---|
| Item | benefits Warranty |
contract | liabilities | Total | ||||
| January 1, 2020 | $82,750 | $3,013 | $1,006 | $4,037 | $98,806 | |||
| Recognized in current period | 83,394 | 2,068 | 3,269 | - | 88,731 | |||
| Write-off in current | period | (82,750) | (1,612) | (1,006) | (367) | (85,735) | ||
| December 31, 2020 | $83,394 | $3,469 | $3,269 | $3,670 | $93,802 | |||
| Employee | Onerous | Derecognized | ||||||
| Item | benefits | Warranty | contract | liabilities | Others | Total | ||
| January 1, 2019 | $81,585 | $2,290 |
$9,707 | $ 3,577 |
$13,933 |
$111,092 |
||
| Recognized in current period |
82,750 | 3,013 | 1,006 | 460 | - |
87,229 | ||
| Write-off in current period |
(81,585) | (2,290) | (9,707) | - | (13,933) | (107,515) | ||
| December 31, 2019 | $82,750 | $3,013 |
$1,006 | $4,037 |
$ - |
$90,806 |
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-
1.Provision for employee benefits is an estimate of the short-term service leave vested to employees.
-
2.The Group’s “provision for warranty” is the warranty for the sales of electronic products, and is estimated based upon the historical warranty data of such products.
-
3.Provision for onerous contracts covers the expected loss of construction contract.
6.22 Long-term Loans and Current Portion of Long-term Loans
| Item Bank syndicated loans: The Company Subsidiaries Subtotal Secured loans from banks Unsecured loans from banks Other financial institutions Total Less: Unamortized discount Less: Current portion Long-term loans Interest rate range |
December 31 | December 31 |
|---|---|---|
| 2020 $7,312,500 25,292,911 $32,605,411 924,240 424,026 26,313 $33,979,990 (95,902) (5,322,794) $28,561,294 1.50%-5.56% |
2019 | |
| $8,275,000 23,923,488 |
||
| $32,198,488 1,808,880 429,089 42,036 |
||
| $34,478,493 (109,447) (6,359,286) |
||
| $28,009,760 | ||
| 1.50%-5.65% |
-
Please refer to Note 8 for the collateral of the above bank loans.
-
According to syndicated loan agreements with banks, the Group needs to maintain several financial ratios, including current ratio, liability ratio and interest coverage ratio, at a certain level, calculated based on the audited annual consolidated financial statements and the reviewed semi-annual consolidated financial statements or the audited annual financial statements of subsidiaries for the duration of the contracts. Since the Group failed to meet certain financial ratios in 2020, it needed to pay to the managing bank a compensation at 0.125% of the loan balance within agreed time, or was subject to 0.10%~1.50% incremental on its interest rate. However, this was not seen as a breach of contract, Except for the subsidiary-Yieh Phui (Hong Kong) Holdings Limited’s joint loan of Taiwan Business Bank, if the improvement is not completed before September 30 of the following year, the joint lending banks must discuss and determine whether there is a breach of contract.
6.23 Long-term Deferred Revenue
The subsidiary, Tianjin Lianfa Precision Steel Corporation Beneficiary, had received a subsidy for engineering construction from the Tianjin Economic Technological Development Area of RMB 11,470 thousand in 2006. As it is a government grant associated with assets, donation income would be recognized based on percentage used for the recognition of depreciation expense. Details are set out below:
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| December 31 | ||
|---|---|---|
| Item | 2020 | 2019 |
| Deferred revenue from government | ||
| grants: | ||
| Subsidy for engineering construction | $50,064 | $49,292 |
| Less: Accumulated revenue recognized | (22,026) | (19,715) |
| Ending balance | $28,038 | $29,577 |
6.24 Benefit Plan After Retirement
-
1.Defined contribution plan
-
(1) The pension system based on the Labor Pension Act which is applicable to the Group’s domestic entities resided in the R.O.C. is a defined contribution plan managed by government. Companies would make monthly contribution equal to 6% of each employee's monthly salary to the employees' individual pension accounts at the Bureau of Labor Insurance. Subsidiaries outside the R.O.C. also participate in the local defined contribution plan and makes contribution to the local government accordingly.
-
(2) The Group recognized pension expense of $124,738 thousand and $120,468 thousand for the year ended December 31, 2020 and 2019, respectively.
-
2.Defined benefit plans
-
(1) The pension plan under the Labor Standards Law, which is applicable to the Group’s domestic entities, is a defined benefit pension plan managed by the government. Under the defined benefit pension plan, pension benefits are based on the average monthly salaries and wages of the last 6 months prior to retirement and the duration of employment. Those companies contribute monthly an amount equal to 4.2% ~ 10% of the employees' monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, under the name of the independent retirement fund committee. Before the end of year, if the balance at the retirement fund is not sufficient to cover all employees retiring next year, a lump-sum deposit should be made before March-end of the following year to cover the difference. The retirement fund is managed by the Bureau of Labor Funds, Ministry of Labor. The Group does not have rights to influence its investment management strategy.
-
(2) The amounts recognized in the consolidated balance sheet for obligation from defined benefit plans are as
| Item Present value of defined benefit obligations Fair value of planned assets Net defined benefit liability Recorded as: Net defined benefit assets - Noncurrent Net defined benefit liability - Noncurrent Total |
December 31 | December 31 |
|---|---|---|
| 2020 $1,603,957 (1,174,998) $428,959 $(10,777) 439,736 $428,959 |
2019 | |
| $1,726,682 (1,175,905) |
||
| $550,777 | ||
| $ - 550,777 |
||
| $550,777 |
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(3) Movements in net defined benefit liability are as follows:
Year Ended December 31, 2020
| Year Ended December 31, 2020 | Year Ended December 31, 2020 | 020 | |
|---|---|---|---|
| Item Balance as of January 1 Cost of service Current service cost Interest expense (income) Recognized in profit and loss Remeasurement Return on plan asset (Amounts included in interest income or expense are excluded) Actuarial (gains) losses - Effect of change in demographic assumptions Effect of change in financial assumptions Experience adjustment Recognized in other comprehensive income Pension fund contribution Paid pension Balance as of December 31 Item Balance as of January 1 Cost of service Current service cost Past service cost Interest expense (income) Recognized in profit and loss Remeasurement Return on plan asset (Amounts included in interest income or expense are excluded) Actuarial (gains) losses - Effect of change in demographic assumptions Effect of change in financial assumptions Experience adjustment Recognized in other comprehensive income |
Present value of defined benefit obligations Fair value of planned assets Net defined benefit liability $1,726,682 ($1,175,905) $550,777 6,549 - 6,549 11,838 (8,237) 3,601 $18,387 ($8,237) $10,150 $ - ($38,243) ($38,243) 19 - 19 56,776 - 56,776 (61,802) - (61,802) ($5,007) ($38,243) ($43,250) - (72,950) (72,950) (136,105) 120,337 (15,768) $1,603,957 ($1,174,998) $428,959 Year Ended December 31, 2019 |
Net defined benefit liability |
|
| $550,777 6,549 3,601 |
|||
| $10,150 | |||
| ($38,243) 19 56,776 (61,802) |
|||
| ($43,250) | |||
| (72,950) (15,768) |
|||
| $428,959 | |||
| Present value of defined benefit obligations $1,787,468 8,628 (395) 13,322 $21,555 $ - 203 8,750 (56,454) ($47,501) |
Fair value of planned assets ($1,054,154) - - (8,184) ($8,184) ($36,898) - - - ($36,898) |
Net defined benefit liability |
|
| $733,314 8,628 (395) 5,138 |
|||
| $13,371 | |||
| ($36,898) 203 8,750 (56,454) |
|||
| ($84,399) |
-209-
| Pension fund contribution Paid pension Balance as of December 31 |
- (34,840) $1,726,682 |
(110,378) 33,709 ($1,175,905) |
(110,378) (1,131) |
|---|---|---|---|
| $550,777 |
-
(4) Through the pension plan under the Labor Standards Law, the Group is exposed to the following risks:
-
A. Investment risk
The pension funds are invested in equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the government's designated authorities or under the mandated management by Bureau of Labor Funds, Ministry of Labor. However, the rate of return on the Group’ s planned assets shall not be less than the average interest rate on a two-year time deposit published by the local banks.
- B.Interest rate risk
A decrease in the government bond interest rate will increase the present value of the defined benefit obligation, however, the return on the debt investments of the plan assets will also increase. Those two will partially offset each other. C.Salary risk
The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
- (5) The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The principal assumptions adopted on the valuation date were as follows:
| valuation date were as follows: | ||
|---|---|---|
| Item Discount rate Future salary increase rate Average maturity period of defined benefit obligations |
Measurement date | |
| December 31, 2020 0.30%-0.80% 2.00% 8.5-9 years |
December 31, 2019 0.70%-1.00% 2.00% 8.4-9 years |
-
A. Assumptions on future mortality experience are set based on the 5th Taiwan Standard Ordinary Experience Mortality Table.
-
B. If a reasonable change in one of the principal assumptions for actuarial valuation occurred and all other assumptions were held constant, the increase (decrease) in the present value of defined benefit obligation would be as follows:
| follows: | ||
|---|---|---|
| Item Discount rate Increase by 0.25% Decrease by 0.25% Expected growth rate of salaries Increase by 0.25% Decrease by 0.25% |
December 31 | |
| 2020 (36,030) 37,243 37,860 (36,675) |
2019 | |
| (39,338) | ||
| 40,708 | ||
| 41,446 | ||
| (40,114) |
-210-
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
- (6) The Group expects to make contributions of $69,244 thousand to the pension plans for the year ended December 31, 2021.
6.25 Common Stock
- 1.Quantities and values of the Company’s outstanding common shares at the beginning and ending of periods were as follows:
| Item January 1 Cancellation of treasury stock December 31 Item January 1 Capitalization of earnings December 31 |
Year Ended December 31, 2020 Shares (thousand shares) Amount 1,913,327 $19,133,275 (22,758) (227,580) 1,890,569 $18,905,695 Year Ended December 31, 2019 |
Year Ended December 31, 2020 Shares (thousand shares) Amount 1,913,327 $19,133,275 (22,758) (227,580) 1,890,569 $18,905,695 Year Ended December 31, 2019 |
|---|---|---|
| Shares (thousand shares) 1,875,811 37,516 1,913,327 |
Amount | |
| $18,758,113 375,162 |
||
| $19,133,275 |
-
2.As of December 31, 2020, the Company had an authorized capital of $20,000,000 thousand with 2,000,000 thousand shares.
-
3.The Company’s Board of Directors resolved on August 4, 2020 to cancel its treasury stocks. The amount of capital reduction was $227,580 thousand, with 22,758 thousand shares eliminated, and the capital reduction ratio was 1.19%. The record date for capital reduction was set on August 14, 2020.
-
4.The Company’s shareholders’ meeting held on June 20, 2019 resolved to capitalize earnings of $375,162 thousand. The plan was approved by FSC on July 12, 2019 and 37,516 thousand shares of common share at the par value of $10 were issued. The record date for capital increase was set on September 2, 2019.
6.26 Capital Surplus
| Item Share premium Treasury stock transaction Difference between the price received from acquisition or disposal of a subsidiary and its book value Change in ownership interests in subsidiaries accounted for using equity method Changes in associates and joint ventures recognized under equity method Total |
December 31 | December 31 |
|---|---|---|
| 2020 $4,060,366 600,112 218,574 8,665 41,290 $4,929,007 |
2019 | |
| $4,060,366 557,739 216,200 8,665 41,311 |
||
| $4,884,281 |
-211-
Under the Company Act, capital surplus arising from shares issued at premium or from donation may be used for offsetting deficit. Furthermore, if the Company has no accumulated loss, capital surplus may be used for issuing new shares or distributing cash in proportion to shareholders' original holdings. In accordance with regulations in the Securities and Exchange Act, when the above-mentioned capital surplus is used for capitalization, the total amount every year shall not exceed 10% of the paid-in capital. The Company may use capital surplus to offset loss only when the amount of earnings and reserves are insufficient to offset the loss. The capital surplus generated from investment under equity method shall not be used for any purposes.
6.27 Retained Earnings
-
1.A residual dividend distribution policy is adopted in accordance with the Company’s business expansion and profitability after considering the fact that the Company is currently in its growing phase. The annual net income, if any, should be used to pay off all the taxes and duties, as well as to compensate prior deficits. The remaining amount, if any, should be appropriated in the following order of presentation: (1) 10% as legal reserve;
-
(2) set aside or reverse a certain amount as or of special reserve according to operating needs or laws or regulations;
-
(3) the remaining net income plus unappropriated earnings from prior years may be used as dividends or bonus for shareholders after proposed by the Board of Directors and resolved by the shareholders meeting.
-
In principle, earnings shall be distributed in the form of stock dividends in accordance with the Company’s capital requirement for business expansion and profitability. Cash dividends are distributed at between 20% to 100% of total dividends distributed in accordance with the actual profitability while stock dividends are distributed at between 0% to 80% of the total dividends distributed.
-
2.Legal reserves may only be used for offsetting deficits and issuing new shares or distributing cash in proportion to shareholders’ original holdings. However, when new shares are issued or cash is distributed, the amount shall be limited to 25% of the reserves in excess of the paid-in capital.
-
3.Special reserve
| Item Provision for debit balance of other equity Provision upon initial application of IFRSs Total |
December 31 | December 31 |
|---|---|---|
| 2020 $231,475 327,757 $559,232 |
2019 | |
| $231,475 327,757 |
||
| $559,232 |
-
(1) The Company may allocate earnings only after providing special reserve for debt balance in other equity on the date of balance sheet, and the reversal of debit balance in other equity, if any, may be stated into allocable earnings.
-
(2) Upon first-time adoption of IFRSs, the special reserve provided pursuant to the official letter under Jin-Guan-Jheng-Fa-Zih No. 1010012865 dated April 6, 2012 may be reversed to allocable retained earnings in proportion to the special reserve as provided originally, if the Company uses, disposes of or reclassifies the relevant assets in the future.
-212-
- 4.The Company’s appropriations of earnings for 2019 had been approved in the shareholders’ meeting held in June 2020. No dividends will be distributed to the shareholders due to accumulated deficit. Earnings distribution proposals and dividends per share for 2018, which were resolved by the shareholders’ meeting in June 2019, are stated below:
| June 2019, are stated below: | ||
|---|---|---|
| Item Legal reserve Reversal of special reserve Cash dividends for common stock Stock dividends for common stock Total |
Year Ended December 31, 2018 | |
| Earnings appropriation proposal $30,850 (77,423) 187,581 375,162 $516,170 |
Dividends per share(NTD) |
|
| 0.1 0.2 |
- The appropriation of 2020 earnings had been proposed by the board of directors on March 2021. Details were summarized below:
| Item Legal reserve Appropriation for special reserve Cash dividends for common stock Stock dividends for common stock Total |
Year Ended December 31, 2020 | Year Ended December 31, 2020 |
|---|---|---|
| Earnings appropriation proposal $16,373 147,631 - - $163,734 |
Dividends per share(NTD) |
|
| - - |
- 6.Information about earnings distribution approved by the Board of Directors and resolved by the shareholders meeting is available at the Taiwan Stock Exchange Market Observation Post System website.
6.28 Other Equity Items
| 6.28 Other Equity Items | ||||
|---|---|---|---|---|
| Item | Exchange differences on translation of foreign financial statements |
Unrealized gain (loss) on financial asset at fair value through other comprehensive income |
Gain (loss) on hedging instruments |
Total |
| Balance, January 1, 2020 Exchange differences on translation of foreign financial statements Unrealized gain (loss) on financial assets at fair value through other comprehensive income Share of associates and joint ventures accounted for using equity method Disposal of unrealized gain (loss) on financial assets at fair value through other comprehensive income Balance, December 31, 2020 |
($1,090,046) 48,541 - (146,031) - |
$105,537 - (10,749) 132,656 (756) |
$6,388 - - 46 - |
($978,171) 48,541 (10,794) (13,329) (756) |
| ($1,187,536) | $226,643 | $6,384 | ($954,509) |
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| Item | Exchange differences on translation of foreign financial statements |
Unrealized gain (loss) on financial asset at fair value through other comprehensive income |
Gain (loss) on hedging instruments |
Total |
|---|---|---|---|---|
| Balance, January 1, 2019 Exchange differences on translation of foreign financial statements Unrealized gain (loss) on financial assets at fair value through other comprehensive income Share of associates and joint ventures accounted for using equity method Balance, December 31, 2019 |
($723,803) (254,956) - (111,287) |
$157,892 - (16,198) (36,157) |
$6,679 - - (341) |
($559,232) (254,956) (16,198) (147,785) |
| ($1,090,046) | $105,537 | $6,338 | ($978,171) |
6.29 Treasury stock
- 1.P Purpose of treasury stock and changes in quantity:
Unit: Thousand Shares
| Year EndedDecember31,2020 | Year EndedDecember31,2020 | ||
|---|---|---|---|
| January1 - |
Addition 22,758 |
Reduction (22,758) |
December31 |
| - |
-
2.In order to protect the Company’s credit and shareholders’ equity, the Company’s Board of Directors resolved on March 13, 2020 to repurchase 100,000 thousand shares from March 16 to May 15, 2020. The number of shares repurchased by the Company as of May 15, 2020 is 22,758 thousand shares, with the amount of $185,207 thousand. The Company’s Board of Directors resolved on August 4, 2020 to cancel its treasury stocks with 22,758 thousand shares eliminated, and the capital reduction ratio was 1.19%. The record date for capital reduction was set on August 14, 2020.
-
3.Pursuant to the Securities and Exchange Act, 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 realized capital surplus.
-
4.Pursuant to the Securities and Exchange Act, treasury shares should not be pledged as collateral and is not entitled to shareholder’s rights before it is reissued.
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6.30 Non-controlling Interest
| Item Beginning balance Share attributable to non-controlling interest: Net loss for the current year Other comprehensive income of the year Remeasurement of defined benefit plans Exchange differences on translation of foreign financial statements Unrealized gain (loss) on financial asset at fair value through other comprehensive income Share of associates and joint ventures accounted for using equity method Exchange differences on translation of foreign financial statements Unrealized gain (loss) on financial asset at fair value through other comprehensive income Remeasurement of defined benefit plans Gain (loss) on hedging instruments Changes in associates and joint ventures recognized under equity method Increase in non-controlling interest - capital increase by cash Decrease in non-controlling interest - sale Decrease in non-controlling interest - Refund of capital reduction Increase (decrease) in non-controlling interest Ending balance |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2020 $1,599,689 (217,650) 1,296 (17,051) (414) (2,606) 1,756 438 1 - 1,777 (11,004) (2,075) 7,746 $1,361,903 |
2019 | |
| $1,853,763 (299,204) 9,588 6,786 201 (1,406) (543) 220 (6) 1,689 26,098 (6,034) - 8,537 |
||
| $1,599,689 |
6.31 Operating Revenue
| Operating Revenue | |
|---|---|
| Item Revenue from contracts with customers Sales revenue Construction revenue Realized (unrealized) profits from sales Total sales revenue from contracts with customers Less: Sales return Sales discount Net operating revenue |
Year Ended December 31 2020 2019 $54,423,363 $58,278,577 1,086,627 1,497,479 217 217 $55,510,207 $59,776,273 (31,150) (23,182) (57,262) (65,494) $55,421,795 $59,687,597 |
| 2020 $54,423,363 1,086,627 217 $55,510,207 (31,150) (57,262) $55,421,795 |
1.Segments of revenue from contracts with customers
The Group’s source of revenue comes from providing goods and services that are transferred either over time or at a specific timing. Revenue can be split into the following segments:
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(1) Segmented by revenue from different types of goods and services: 2020:
| 2020: | |||||
|---|---|---|---|---|---|
| Steel coils and | Construction | ||||
| steelpipes | Wire rods | revenue | Others | Total | |
| External customer | |||||
| Contract revenue | $46,590,000 | $5,407,927 | $1,086,844 | $2,337,024 | $55,421,795 |
| Timingof revenue recognition | |||||
| Revenue recognized at a | $46,590,000 | $5,407,927 | $ - | $2,337,024 | $54,334,951 |
| specific timing | |||||
| Revenue recognized over | - | - | $1,086,844 | - | 1,086,844 |
| time | |||||
| Total | $46,590,000 | $5,407,927 | $1,086,844 | $2,337,024 | $55,421,795 |
| 2019: | |||||
| Steel coils and | Construction | ||||
| steelpipes | Wire rods | revenue | Others | Total | |
| External customer | |||||
| Contract revenue | $48,237,922 | $6,165,940 | $1,497,696 | $3,786,039 | $59,687,597 |
| Timingof revenue recognition | |||||
| Revenue recognized at a | $48,237,922 | $6,165,940 | $ - | $3,786,039 | $58,189,901 |
| specific timing | |||||
| Revenue recognized over | - | - | 1,497,696 | - | 1,497,696 |
| time | |||||
| Total | $48,237,922 | $6,165,940 | $1,497,696 | $3,786,039 | $59,687,597 |
(2) For detailed revenue information by business segments, please refer to Note 14. 2.Contract Balances
| Contract Balances | ||
|---|---|---|
| Item Notes receivable and accounts receivable Contract assets - current Steel structure construction and overhead cranes Contract liabilities - current Unearned sales revenue Advance construction receipts Total |
December 31 | |
| 2020 $2,619,438 $334,945 $2,035,162 84,442 $2,119,604 |
2019 | |
| $3,318,115 | ||
| $822,605 | ||
| $857,294 115,493 |
||
| $972,787 |
(1) Changes in contract assets and contract liabilities were caused mainly by the difference of timing between when performance obligations were fulfilled and when customers make payments.
(2) Allowance for contract assets:
| when customers make payments. ) Allowance for contract assets: |
||
|---|---|---|
| Expected credit loss rate Gross carrying amount Loss allowance (Lifetime ECL) Net |
December 31 | |
| 2020 0%-0.5% $336,080 (1,135) $334,945 |
2019 | |
| 0%-0.5% | ||
| $824,994 (2,389) |
||
| $822,605 |
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The Group recognizes allowance losses on contract assets based on expected credit losses during existence. Contract assets will be transferred to accounts receivable at the time of billing. Its credit risk characteristics are the same as accounts receivable generated from similar contracts. Therefore, the Group believes that the expected credit loss rate of accounts receivable can also be applied to contracts. Changes in allowance losses on contract assets were as follows:
| follows: | |||
|---|---|---|---|
| Beginning balance Add: Provision for (Reversal of) impairment Ending balance |
Year Ended December 31 | ||
| 2020 $2,389 (1,254) $1,135 |
2019 | ||
| $1,715 674 |
|||
| $2,389 |
-
(3) Contract liabilities recognized for the years ended December 31, 2020 and 2019 under operating revenue amounted to $857,294 thousand and $1,264,258 thousand.
-
(4) As of December 31, 2020 and 2019, the transaction prices allocated to the performance obligations that were not fully satisfied amounted to $637,615 thousand and $1,150,238 thousand, respectively. The Group will recognize revenue as the construction is being completed and the expected timing for recognition of revenue is on various dates through December 2022.
6.32 Employee benefits, depreciation and amortization expense
| Nature Employee benefits Salary Insurance Pension (Note 1) Other employee benefits Depreciation (Note 1) Amortization Total |
Year Ended December 31,2020 | Year Ended December 31,2020 | Year Ended December 31,2020 |
|---|---|---|---|
| OperatingCost $1,455,944 138,589 98,686 337,936 1,545,588 - $3,576,743 |
OperatingExpense $792,422 67,790 36,005 97,089 86,839 40,493 $1,120,638 |
Total | |
| $2,248,366 206,379 134,691 435,025 1,632,427 40,493 |
|||
| $4,697,381 |
| Nature Employee benefits Salary Insurance Pension (Note 2) Other employee benefits Depreciation (Note 2) Amortization Total |
Year Ended December 31,2019 | Year Ended December 31,2019 | Year Ended December 31,2019 |
|---|---|---|---|
| OperatingCost $1,469,104 150,096 100,240 368,629 1,596,243 - $3,684,312 |
OperatingExpense $706,546 66,143 33,219 96,041 122,581 42,353 $1,066,883 |
Total | |
| $2,175,650 216,239 133,459 464,670 1,718,824 42,353 |
|||
| $4,751,195 |
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(Note 1)Excluding pension of $197 thousand and depreciation of $19,942 thousand under equipment prepayments.
-
(Note 2)Excluding pension of $380 thousand and depreciation of $10,102 thousand under equipment prepayments.
-
1.According to Articles of Incorporation, compensation to employees and remuneration to directors shall neither be less than 0.2 % nor greater than 0.1% of the net income before tax and before which the compensation to employees and remuneration to directors are deducted from. Compensation to employees and remuneration to directors for 2020 was distributed at 0.2% and 0.1% of the net income before tax and Due to the accumulated loss of the Company for 2019, the estimated amount of the above compensation and remuneration were both $0 thousand. Any changes in the amounts, if any, after the annual financial statements were authorized for issue, shall be recorded as a change in accounting estimate, and should be adjusted the next year.
-
2.Compensation to employees and remuneration to directors for the years ended December 31, 2020 and 2019 has been resolved and approved by the Board of Directors in March 2021 and 2020. Relevant amounts recognized in the financial statements are as follows:
| Resolved distributed amount Recognized amount in the annual financial report Difference amount |
Year Ended December 31 | Year Ended December 31 | Year Ended December 31 |
|---|---|---|---|
| 2020 Employees’ Compensation Directors’ Remuneration $ 447 $ 224 447 224 $ - $ - |
2019 | ||
| Employees’ Compensation $ 447 447 $ - |
Employees’ Compensation $ - - $ - |
Directors’ Remuneration |
|
| $ - - |
|||
| $ - |
The above-mentioned employee compensation was distributed in cash.
- 3.Information about employee compensation and remuneration to directors approved by the Board of Directors is available at the Taiwan Stock Exchange Market Observation Post System website.
6.33 Interest Income
| Interest Income | ||
|---|---|---|
| Item Bank deposits Cross currency swap contracts deposits Refundable deposits Others Total |
Year Ended December 31 | |
| 2020 $23,889 10,253 70,786 129 $105,057 |
2019 | |
| $61,069 60,788 - 3,107 |
||
| $124,964 |
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6.34 Other Income
| Item Dividend income Other income Income from subsidy Dumping margins Return of refundable deposits Income from sales of scraps Income from subsidy Others Subtotal Total |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2020 $43,344 28,855 - 291,160 49,947 86,755 46,348 503,065 $546,409 |
2019 | |
| $106,632 - 255,998 71,952 63,416 - 37,894 |
||
| 429,260 | ||
| $535,892 |
-
1.The Group’s Rolling Plant No. 3 was caught on fire in April 2018, resulting in damage of part of the equipment therein. The carrying amount of the damaged equipment was $85,048 thousand. Aside from recognizing deductible for fire loss of $7,000 thousand, an insurance claim receivable for the damaged part in the amount of $78,048 thousand was also recognized in December 31, 2018. In July 2020, January 2020, and January 2019, the Group has obtained $124,554 thousand, $166,606 thousand, and $150,000 thousand in insurance claim. After offsetting the insurance claim receivable, $124,554 thousand, $166,606 thousand, and $71,952 thousand are recorded as “other income”.
-
2.The Group has applied to the Industrial Development Bureau for various subsidies such as salary and working capital affected by the Severe Pneumonia with Novel Pathogens. The Group had recognized government subsidy income of $86,755 thousand as ‘‘other income’’.
-
3.For information on dumping margins, please refer to Note 6.17.
6.35 Other gains and losses
| Other gains and losses | ||
|---|---|---|
| Item Valuation gain (loss) on financial assets mandatorily measured at FVTPL Net foreign exchange gain (loss) Gain (loss) from disposal of property, plant, and equipment Gain on disposal of investment properties Gain on disposal of noncurrent assets held for sale Dumping margins Others Total |
Year Ended December 31 | |
| 2020 $(12,267) 112,947 (14,764) 750,473 49,270 (46,192) (15,131) $824,336 |
2019 | |
| $2,406 (71,202) (26,700) 341,434 401,121 - (14,925) |
||
| $632,134 |
1.For information on dumping margins, please refer to Note 6.17.
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6.36 Finance Costs
| Finance Costs | |
|---|---|
| Item Interest expense: Interest on loans Interest on lease liabilities Subtotal Less: Amount qualified for capitalization Finance costs |
Year Ended December 31 2020 2019 $1,559,132 $1,763,137 1,168 1,340 $1,560,300 $1,764,477 (413,747) (448,804) $1,146,553 $1,315,673 |
| 2020 $1,559,132 1,168 $1,560,300 (413,747) $1,146,553 |
6.37 Income Tax
1.Income tax expense
(1) Components of income tax expense
| 1) Components of income tax expense | ||
|---|---|---|
| Item Current income tax expense Adjustment to prior year income taxes Tax on undistributed retained earnings Tax on repatriation of offshore funds Land value incremental tax Deferred income tax on temporary differences originated and reversed Income tax expense (benefit) |
Year Ended December 31 | |
| 2020 $33,457 - 208 12,240 27,597 (8,300) $65,202 |
2019 | |
| $42,972 111 1,513 - 25,741 (355,518) |
||
| ($285,181) |
(2) Income tax expense (benefit) associates with other comprehensive income
| Item Remeasurement of defined benefit plans Exchange differences on translation of foreign financial statements Total |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2020 $8,650 23,984 $32,634 |
2019 | |
| $16,880 (72,875) |
||
| ($55,995) |
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- 2.Reconciliation of income before income tax and income tax expense recognized in profit or loss is as follows:
| profit or loss is as follows: | ||
|---|---|---|
| Item Income (loss) before tax Income tax expense (benefit) at the statutory rate Tax effect of adjusting items: Investment loss (gain) recognized under equity method Unrealized inventory valuation loss (recovery gain) Timing difference of revenue recognition Unrealized (realized) investment loss Unrealized (realized) impairment loss Gain (loss) on sale of land exempt from income tax Paid (unpaid) pension Tax-exempt subsidy income under Special Act for Relief Other adjustments Loss carryforwards Adjustment to prior year income taxes Additional tax on undistributed retained earnings Tax on repatriation of offshore funds Land value increment tax Net changes of deferred income tax Income tax expense (benefit) recognized in profit or loss |
2020 $582,790 $150,356 179,909 (30,360) 7,378 (15,932) (30,489) (160,012) (15,714) (9,217) 27,451 (65,913) - 208 12,240 27,597 (8,300) $65,202 |
2019 |
| ($1,985,466) | ||
| ($439,402) 213,518 33,270 (1,526) (12,265) - (148,608) (19,627) - 78,846 338,766 111 1,513 25,741 (355,518) |
||
| ($285,181) |
The Group was subject to a tax rate of 20%as stipulated in the Income Tax Act of the Republic of China. The taxable amount in other jurisdictions is calculated based on the tax rate applicable therein.
The Group applied for and was approved the repatriation of offshore funds (including mainland China) within the time limit in accordance with the “The Management, Utilization, and Taxation of Repatriated Offshore Funds Act ” effective from August 15, 2019. The applicable tax rate exempt from taxation is 8% for the first year and 10% for the second year under the general income tax system. A profit-seeking enterprise may apply to the Ministry of Economic Affairs for engaging in substantive investment within one year from the date of repatriating funds and has a 50% tax refund preference when completing the investment within the time limit.
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3.Deferred income tax assets or liabilities from temporary differences, loss carry forwards and investment credits:
| Item Deferred income tax assets Temporary differences Investment income (loss) recognized under equity method Financial statements translation differences of foreign operations Provision for inventory valuation loss Investments loss under the cost approach Impairment loss from property, plant and equipment Timing differences in recognition of cost and sales revenue Booking tax difference for depreciation Net defined benefit liabilities Loss carryforwards Others Subtotal Deferred income tax liabilities Temporary differences Unrealized exchange gains Net defined benefit assets Others Subtotal Total Item Deferred income tax assets Temporary differences Investment income (loss) recognized under equity method Financial statements translation differences of foreign operations Provision for inventory valuation loss Investments loss under the cost approach Impairment loss from property, plant and equipment Timing differences in recognition of cost and sales revenue Booking tax difference for depreciation Net defined benefit liabilities Loss carryforwards Others Subtotal |
Year Ended December 31, | Year Ended December 31, | 2020 | ||
|---|---|---|---|---|---|
| Beginning balance $281,029 288,743 56,959 5,000 73,897 3,282 59,838 110,156 110,580 54,367 $983,851 ($594) - (1,939) ($2,533) $981,318 |
Recognized in profit or loss Recognized in other comprehensive income $62,689 $ - - (23,984) (22,870) - - - (30,489) - 7,975 - (6,144) - (13,559) (8,650) 12,317 - (1,847) - $7,972 $(32,634) $544 $ - (2,155) - 1,939 - $328 $ - $8,300 $(32,634) Year Ended December 31, |
Effect of Exchange Rate Changes $ - - 1,613 - - - - - - - $1,613 $ - - - $ - $1,613 2019 |
Ending balance |
||
| $343,618 204,759 35,702 5,000 43,408 11,257 53,694 87,947 122,897 52,520 |
|||||
| $960,802 | |||||
| ($50) (2,155) - |
|||||
| ($2,205) | |||||
| $958,597 | |||||
| Beginning balance $7,020 155,868 14,388 5,000 73,897 4,808 63,415 146,808 68,261 44,193 $583,658 |
Recognized in profit or loss $274,009 - 38,953 - - (1,526) (3,577) (19,772) 42,319 10,176 $340,582 |
Recognized in other comprehensive income $ - 72,875 - - - - - (16,880) - - $55,995 |
Effect of Exchange Rate Changes $ - - 3,618 - - - - - - (2) $3,616 |
Ending balance |
|
| $281,029 228,743 56,959 5,000 73,897 3,282 59,838 110,156 110,580 54,367 |
|||||
| $983,851 |
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| Deferred income tax liabilities Temporary differences Unrealized exchange gains Investment income (loss) recognized under equity method Others Subtotal Total |
($57) (16,769) (721) ($17,547) $566,111 |
($537) 16,769 (1,296) $14,936 $355,518 |
$ - - - $- $55,995 |
$ - - 78 $78 $3,694 |
($594) - (1,939) |
|---|---|---|---|---|---|
| ($2,533) | |||||
| $981,318 |
4.Items not recognized as deferred income tax assets:
| December 31 Item 2020 Investment loss recognized under equity method $1,027,590 Impairment loss of investments under the cost approach 48,499 Loss carryforwards 1,306,952 Others 153,397 Total $2,536,438 5.The Company’s income tax returns through 2018 have been ratified authorities. Other Comprehensive Income Year Ended December Item Before tax Income tax expense (benefit) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans $43,250 ($8,650) Unrealized gain (loss) on financial assets at fair value through other comprehensive income (11,208) - Share of associates and joint ventures accounted for using equity method: Remeasurement of defined benefit plans 20,771 - Unrealized valuation gain (loss) on financial assets at fair value through other comprehensive income 134,412 - Subtotal $187,225 ($8,650) |
December 31 Item 2020 Investment loss recognized under equity method $1,027,590 Impairment loss of investments under the cost approach 48,499 Loss carryforwards 1,306,952 Others 153,397 Total $2,536,438 5.The Company’s income tax returns through 2018 have been ratified authorities. Other Comprehensive Income Year Ended December Item Before tax Income tax expense (benefit) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans $43,250 ($8,650) Unrealized gain (loss) on financial assets at fair value through other comprehensive income (11,208) - Share of associates and joint ventures accounted for using equity method: Remeasurement of defined benefit plans 20,771 - Unrealized valuation gain (loss) on financial assets at fair value through other comprehensive income 134,412 - Subtotal $187,225 ($8,650) |
December 31 | December 31 | December 31 | 2019 $856,053 48,499 1,343,196 107,190 $2,354,938 by the tax 31,2020 |
|---|---|---|---|---|---|
| Before tax $43,250 (11,208) 20,771 134,412 $187,225 |
Income tax expense (benefit) ($8,650) - - - ($8,650) |
After tax | |||
| $34,600 (11,208) 20,771 134,412 |
|||||
| $178,575 |
5.The Company’s income tax returns through 2018 have been ratified by the tax authorities.
6.38 Other Comprehensive Income
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| Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of foreign financial statements Share of associates and joint ventures accounted for using equity method: Exchange differences on translation of foreign financial statements Gain (loss) on hedging instruments Subtotal Recognized in other comprehensive income Item Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain (loss) on financial assets at fair value through other comprehensive income Share of associates and joint ventures accounted for using equity method: Remeasurement of defined benefit plans Unrealized valuation gain (loss) on financial assets at fair value through other comprehensive income Subtotal Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of foreign financial statements Share of associates and joint ventures accounted for using equity method: Exchange differences on translation of foreign financial statements Gain (loss) on hedging instruments Subtotal Recognized in other comprehensive income |
$62,132 ($30,642) (155,295) 6,658 47 - ($93,116) ($23,984) $94,109 ($32,634) Year EndedDecember |
$62,132 ($30,642) (155,295) 6,658 47 - ($93,116) ($23,984) $94,109 ($32,634) Year EndedDecember |
$31,490 (148,637) 47 |
|---|---|---|---|
| ($117,100) | |||
| $61,475 | |||
| 31, 2019 | |||
| Before tax $84,399 (15,997) 17,118 (36,700) $48,820 ($317,854) (115,884) (347) ($434,085) ($385,265) |
Income tax expense (benefit) ($16,880) - - - ($16,880) $69,684 3,191 - $72,875 $55,995 |
After tax | |
| $67,519 (15,997) 17,118 (36,700) |
|||
| $31,940 | |||
| ($248,170) (112,693) (347) |
|||
| ($361,210) | |||
| ($329,270) |
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6.39 Earnings (loss) Per Share
| Item A.Basic earnings (loss) per share Net income (loss) attributable to shareholders of parent company Weighted average number of outstanding shares (thousand shares) Basic earnings (loss) per share (after tax) (NT$) B.Diluted earnings (loss) per share Net income (loss) attributable to shareholders of parent company Weighted average number of outstanding shares (thousand shares) Impact on employees' compensation (Note) Weighted average number of ordinary shares outstanding after dilution (thousand shares) Diluted earnings (loss) per share (after tax) (NT$) |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2020 $735,238 1,894,147 $0.39 $735,238 1,894,147 33 1,894,180 $0.39 |
2019 | |
| ($1,401,081) 1,913,327 |
||
| ($0.73) | ||
| ($1,401,081) 1,913,327 - |
||
| 1,913,327 | ||
| ($0.73) |
(Note) Since the Group offered to settle compensation paid to employees in cash or shares, the Group assumed the entire amount of the compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
6.40 Transactions with Non-controlling Interests
- Acquisition of additional equities in subsidiaries 2020:
Between January and December 2020, the Group had purchased in cash additional shares of 0.43% and 0.41% for the subsidiaries, Yieh Hsing Enterprise Co., Ltd. and EMMT System Corporation with $8,733 thousand and $2,271 thousand, resulting in the changes in its shareholding percentage from 56.98% to 57.41% and 78.10% to 78.51%, respectively. Since the said transaction did not change the Group’s control over the said subsidiaries, it is deemed as an equity transaction.
| Carrying amount of non-controlling interests acquired Capital surplus - consideration paid to non-controlling interests Capital surplus - Difference between consideration and carrying amount of subsidiaries acquired or disposed |
Yieh Hsing Enterprise Co.,Ltd. $10,893 (8,733) $2,160 |
EMMT System Corporation |
|---|---|---|
| $2,485 (2,271) |
||
| $214 |
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2019:
Between January and December 2019, the Group had purchased in cash additional shares of 0.25% for the subsidiaries, Yieh Hsing Enterprise Co., Ltd., with $6,034 thousand, resulting in the changes in its shareholding percentage from 56.73% to 56.98%, respectively. Since the said transaction did not change the Group’s control over the said subsidiaries, it is deemed as an equity transaction.
| Carrying amount of non-controlling interests acquired Capital surplus - consideration paid to non-controlling interests Capital surplus - Difference between consideration and carrying amount of subsidiaries acquired or disposed |
Yieh Hsing Enterprise Co.,Ltd. |
|---|---|
| $7,170 (6,034) |
|
| $1,136 |
-
Change in ownership interests in subsidiaries
-
(1)The sub-subsidiary, Kings Garden International Co., Ltd., issued common stocks in March 2020. After the subscription, the Company’s shareholding increased from 49.28% to 50.12%, Yieh Hsing Enterprise Co., Ltd.’s shareholding reduced from 50.71% to 49.87%, and Shin Phui Steel Corporation’s shareholding remained 0.01%. Since the said transaction did not change the Group’s control over the said subsidiary, it is deemed as an equity transaction.
| Subscription in cash Share of equity of subsidiaries’ net assets computed using relative equity changes Recognized changes in ownership interests in subsidiaries accounted for using equity method |
Yieh Phui Enterprise Co., Ltd. ($72,100) 70,603 ($1,497) |
Yieh Hsing Enterprise Co., Ltd. $ - 852 $852 |
Shin Phui Steel Corporation |
|---|---|---|---|
| $ - 1 |
|||
| 1 |
(2)The sub-subsidiary, Great Emperor Hotel Co., Ltd. issued common stocks between June and October 2020. After the subscription, the Company’s shareholding increased from 41.18% to 54.55%, Yieh Hsing Enterprise Co., Ltd.’s shareholding reduced from 58.81% to 45.44%, and Shin Phui Steel Corporation’s shareholding remained 0.01%. Since the said transaction did not change the Group’s control over the said subsidiary, it is deemed as an equity transaction.
| Subscription in cash Share of equity of subsidiaries’ net assets computed using relative equity changes Recognized changes in ownership interests in subsidiaries accounted for using equity method |
Yieh Phui Enterprise Co., Ltd. ($1,081,500) 1,059,256 ($22,244) |
Yieh Hsing Enterprise Co., Ltd. $ - 12,763 $12,763 |
Shin Phui Steel Corporation |
|---|---|---|---|
| $ - 5 |
|||
| $ 5 |
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7. RELATED PARTY TRANSACTIONS
7.1 Parent and ultimate controlling party.
The Company is the ultimate controlling party of the Group.
7.2 Names of related parties and relationship categories
| Name of relatedparty Yieh United Steel Corp. Yieh Mau Corp. Asiazone Co., Ltd. Zheng Xin Security Co., Ltd. Eliter International Corp. Unipattern Corporation Co., Ltd. E-Da Bus Transportation Co., Ltd. E-DA Tour Bus Co., Ltd. E-Da Development Corp. E- Da Visual Effects Company Limited. E Mau Development Corp. Yieh Hong Enterprise Co., Ltd. Yieh Mau Corp. Li-Hsin Co., Ltd. Fujian Lian Wei Logistics Co., Ltd. Fujian Lian De Enterprise Co., Ltd. Skylark International Hotel Co., Ltd. Pacific Harbor Stevedoring Corporation Royal Palace Hong Kong Style Restaurant Co., Ltd. Jinghua Commercial Asset Management Limited I-Hsiang-Le International Co., Ltd. Chiao-Ling Leisure Co., Ltd. New Spring Construction Corp. E-Da Royal Hotel Company Ltd. E-Da Hospital I-Shou University I-Shou University Internship Center Long Hua Travel Services Co., Ltd. I-Shou International School Yieh Mau International Co., Ltd. Shin Huo Environmental Engineering Co., Ltd Yulin Industrial Co., Ltd E-Da Cancer Hospital Guan Ying Enterprise Co., Ltd. E-Da Dachang Hospital |
Relatedpartycategory |
|---|---|
| Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party |
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| Zhengzi Technology Co., Ltd | Other related party |
|---|---|
| E-DA Healthcare Preschool | Other related party |
| E-DA Bassinet Monther and Baby Care | Other related party |
| Center | |
| You, Jing-Sheng | Other related party |
| Chen,Yung-Shian | Other related party |
7.3 Significant transactions with related parties
Balance and transactions between the Company and subsidiaries (i.e., related parties) were eliminated and not disclosed when preparing such consolidated financial statements. Disclosure of related party transactions are as follows:
- Operating revenue
| Item Sales revenue Construction revenue |
Relatedpartycategory Associates Other related parties Total Associates Other related parties Subtotal Less: Construction revenue that are eliminated in consolidation Total |
Year Ended December 31 2020 2019 $1,659,929 $3,165,523 898,533 2,134,157 $2,558,462 $5,299,680 $2,023 $5,053 471,628 969,048 $473,651 $974,101 (47,939) (147,277) $425,712 $826,824 |
|---|---|---|
| 2020 $1,659,929 898,533 $2,558,462 $2,023 471,628 $473,651 (47,939) $425,712 |
-
(a) Selling price to the Group's related parties, including hot rolled steel coils, galvanized steel coils, scraps (bars), etc. and trading terms were the same with those to other customers. Payment terms were within one to two months.
-
(b) Selling price of hot-rolled steel coil and nickel laterite ores to related parties are set by reference to the purchase price of a non-related party as a trading counterparty. Payment term is 3 months.
-
(c) Selling price of carbon steel and steel scraps to related parties were set with reference to the purchase price of a non-related party as a trading counterparty. Payment term is monthly, and closes in 15 days.
-
(d) The construction contracts between the Group and above-mentioned related parties were established at prices negotiated by both parties. Contract proceeds were collected according to the payment terms stated in these contracts. Unless agreed on by both parties, payments cannot be delayed.
-
(e) Since the Group contracted from and sub-contracted to related parties a portion of steel construction engineering at the same time, where the construction engineering belonged to the same project, the accounting treatment of which was deemed the same as such project would have been managed and supervised by other related parties. In 2020 and 2019, the eliminated construction revenue was $47,939 thousand, and $147,277 thousand, respectively.
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2. Purchases
| Purchases | ||
|---|---|---|
| Relatedpartycategory Associate: Yieh United Steel Corp. Other related parties Total |
Year Ended December 31 | |
| 2020 $3,567,447 3,525,973 $7,093,420 |
2019 | |
| $4,525,596 1,069,144 |
||
| $5,594,740 |
Items purchased by the Group from above related parties were mainly stainless billets, carbon steel billets, Steel plate, cold rolled steel coils, and hot rolled steel coils. The purchase prices are similar to that offered to other suppliers. Payment term is L/C at sight (not significantly different than terms to other suppliers) or T/T before shipment.
- Contract assets
| Contract assets | ||
|---|---|---|
| Relatedpartycategory Associates Other related party: New Spring construction Corp. Total Less: Loss allowance Total |
December 31 | |
| 2020 $164 92,604 92,768 - $92,768 |
2019 | |
| $3,435 518,380 |
||
| 521,815 - |
||
| $521,815 |
- Contract liability
| Contract liability | ||
|---|---|---|
| Relatedpartycategory Associates Other related party: New Spring construction Corp. Others Total |
December 31 | |
| 2020 $1,239 38,183 1,091 $40,513 |
2019 | |
| $- 84,625 1,091 |
||
| $85,716 |
- Receivables from related parties (excluding loans to related parties and contract assets )
| assets ) | |||
|---|---|---|---|
| Item Notes receivable |
Related party category Associates Other related parties Total Less: Loss allowance Net |
December31 | |
| 2020 $5,604 22 5,626 - $5,626 |
2019 | ||
| $45 23 |
|||
| 68 - |
|||
| $68 |
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| Item Accounts receivable Other receivables |
Relatedpartycategory Associate: Asiazone Co., Ltd. Yieh United Steel Corp. Other Other related party: Fujian Lian Wei Logistics Co., Ltd. Others Total Less: Loss allowance Net Associate: Yieh United Steel Corp. Others Other related parties Total Less: Loss allowance Net |
December31 | December31 |
|---|---|---|---|
| 2020 $159,072 25,862 82 - 1,456 186,472 (669) $185,803 $74,203 88 628 74,919 - $74,919 |
2019 | ||
| $169,307 446,230 - 173,026 1,899 |
|||
| 790,462 (605) |
|||
| $789,857 | |||
| $2,134 160 646 |
|||
| 2,940 - |
|||
| $2,940 |
- Payables to related parties (excluded loans from related parties)
| 6. Payables to related parties (excluded loans from related parties) | 6. Payables to related parties (excluded loans from related parties) | lated parties) | lated parties) | lated parties) |
|---|---|---|---|---|
| December31 Item Related party category 2020 2019 Notes payable Associates $253 $2,638 Other related parties 240 1,159 Total $493 $3,797 Accounts payable Associates $- $20,525 Other related parties 9,907 6,876 Total $9,907 $27,401 Other payables Associates $105,575 $27,833 Other related parties 28,313 8,628 Total $133,888 $36,461 Advance receipts Other related parties $- $72 7. Prepayments December 31 Relatedpartycategory 2020 2019 Other related parties $113,383 $28,823 |
December31 | |||
| 2020 2019 $253 $2,638 240 1,159 $493 $3,797 $- $20,525 9,907 6,876 $9,907 $27,401 $105,575 $27,833 28,313 8,628 $133,888 $36,461 $- $72 December 31 |
2019 | |||
| $2,638 1,159 |
||||
| $3,797 | ||||
| $20,525 6,876 |
||||
| $27,401 | ||||
| $27,833 8,628 |
||||
| $36,461 | ||||
| $72 | ||||
| 2020 $113,383 |
2019 | |||
| $28,823 |
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-
Asset transaction
-
(1)Acquisition of property, plant and equipment: 2020:
| 2020: | ||
|---|---|---|
| Type of relatedparty Other related party: New Spring Construction Corp. Associate: Unipattern Corporation Co., Ltd. Other |
Transaction target Construction in progress (Note 1) Construction in progress (Note 2) Other equipment |
Transaction amount |
| $745,001 287,075 1,379 |
(Note 1) The above-mentioned transaction prices were by reference to appraisal reports offered by professional institutions, and were agreed on by both parties upon negotiation or through price comparison. As of December 31, 2020, the unpaid portion were $10,767 thousand.
(Note 2) The above-mentioned transaction prices were agreed on by both parties upon negotiation. As of December 31, 2020, the unpaid portion were $97,817 thousand.
2019:
| 2019: | ||
|---|---|---|
| Type of relatedparty Other related party: New Spring Construction Corp. Associates |
Transaction target Construction in progress (Note 1) Other equipment (Note 2) |
Transaction amount |
| $997,478 136,381 |
(Note 1) The above-mentioned transaction prices were by reference to appraisal reports offered by professional institutions, and were agreed on by both parties upon negotiation or through price comparision. As of December 31, 2019, the unpaid portion were $28,262 thousand.
(Note 2) The above-mentioned transaction prices were agreed on by both parties upon negotiation. As of December 31, 2019, the transaction payments were fully paid.
- (2)Disposal of property, plant and equipment: 2020:
| 2020: | |||
|---|---|---|---|
| Type of related party / Name Other related party |
Transactiontarget Transportation equipment |
Transaction amount $215 |
Gain or loss on disposal |
| $49 |
The above-mentioned transaction price was agreed on by both parties upon negotiation. As of December 31, 2020, all the transaction amount was fully recovered.
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2019:
| 2019: | |||
|---|---|---|---|
| Type of related party / Name Associates |
Transaction target Transportation equipment |
Transaction amount $50 |
Gain or loss on disposal |
| $42 |
The above-mentioned transaction price was agreed on by both parties upon negotiation. As of December 31, 2019, all the transaction amount was fully recovered.
(3)Acquisition of investment properties:
2020:
| 2020: | ||
|---|---|---|
| Type of relatedparty/ Name Other related party: New Spring Construction Corp. |
Transaction content Construction in progress |
Transaction amount |
| $14,367 |
The above-mentioned transaction price was agreed on by both parties upon negotiation. As of December 31, 2020, the unpaid portion was $14,367 thousand.
2019:
| 2019: | ||
|---|---|---|
| Type of related party / Name Other related party: New Spring Construction Corp. |
Transactioncontent Construction in progress |
Transaction amount |
| $8,411 |
The above-mentioned transaction price was agreed on by both parties upon negotiation. As of December 31, 2019, the transaction price was fully paid.
(4)Disposal of other assets: 2020: None.
2019:
| 2020: None. 2019: |
|||
|---|---|---|---|
| Type of related party Associate |
Transactiontarget 26 thousand shares of E-Da Cultural Creative Industry Co., Ltd. |
Transaction amount $203 |
Gain or loss on disposal |
| $20 |
The above-mentioned transaction price of shares was agreed on by both parties upon negotiation with reference to the net worth per share of the investees. As of December 31, 2019, all the transaction amount was fully recovered.
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9. Others
(1)Miscellaneous income
| ers Miscellaneous income |
||
|---|---|---|
| Relatedpartycategory Associates Other related parties Total |
Year Ended December 31 | |
| 2020 $21,169 538 $21,707 |
2019 | |
| $21,503 1,088 |
||
| $22,591 |
These were mainly technical service income, and sporadic rent income. The rent price was determined by contract and received monthly or quarterly.
(2)Miscellaneous expenses
| Miscellaneous expenses | ||
|---|---|---|
| Relatedpartycategory Associates Other related parties Total |
Year Ended December 31 | |
| 2020 $64,072 94,560 $158,632 |
2019 | |
| $57,997 118,555 |
||
| $176,552 |
These were mainly service charges, export expenses, and not applicable to IFRS 16 of rent expense. The rent price was determined by contract and paid monthly or quarterly.
(3)Construction contracts
- (a)Construction contracts in progress with related parties as of December 31, 2020 were as follows:
| Type of related party / Name Associates Other related party: New Spring Construction Corp. |
Name ofconstruction Door type double host grab of overhead cranes, etc. Above-ground structures construction for E-Da Asia Commercial Plaza, etc. |
Total contract price $8,596 $3,388,026 (Note) |
contract assets /liabilities |
|---|---|---|---|
| $164 / $1,239 92,604 / 38,183 |
- (b)Construction contracts in progress with related parties as of December 31, 2019 were as follows:
| Type of related party/ Name Associates Other related party: New Spring Construction Corp. |
Name of construction Flue pipe installation construction. Above-ground structures construction for E-Da Asia Commercial Plaza, etc. |
Total contract price $12,271 $3,376,861 (Note) |
contract assets / liabilities |
|---|---|---|---|
| $3,435 / $ - 518,380 / 84,625 |
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-
(Note) As stated in Note 7.3.1.(e), where the Group contracts from and subcontracts to related parties the same construction project, the accounting treatment of which is deemed the same as such construction project would have been commissioned to other related parties to manage and supervise.
-
Where the Group participated in the cash offering by related parties and consequently increased its investment are disclosed as follows: 2020:
| Investee Associate: E Mau Development Crop. 2019: Investee Associate: E-Da Development Crop. E-Da Bus Transportation Co., Ltd. E-DA Tour Bus Co., Ltd. |
Investment Increment Shares (thousand shares) Amount 5,504 $55,040 Investment Increase Shares (thousand shares) Amount 27,507 $275,073 1,367 13,669 1,140 11,400 |
ShareholdingPercentage | ShareholdingPercentage |
|---|---|---|---|
| Before Offering After Offering 0% 25.60% ShareholdingPercentage |
After Offering |
||
| Shares (thousand shares) 27,507 1,367 1,140 |
Before Offering 34.38% 17.09% 19.00% |
After Offering |
|
| 34.38% 17.09% 19.00% |
- Part lands of the Group are unable to be registered under the name of the Group.
Type of related party Major transaction Other related parties Some of the Group’s lands recorded as property, plant, and equipment as well as investment properties, are unable to be registered under the name of the Group temporarily and registered under individuals, Chen Yung-Shian (executive vice president of the Company) and You Jing-Sheng (assistant vice financial president of Yieh Hsing subsidiary) due to regulation restriction. Accordingly, the lands are mortgage registered to the Group as safeguard measures.
7.4 Information about remunerations to the major management:
| Item Salary and other short-term employee benefits Benefits after retirement Other long-term employee benefits Termination benefits Share-based payments Total |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2020 $103,886 12,866 - - - $116,752 |
2019 | |
| $91,537 1,578 - - - |
||
| $93,115 |
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8. PLEDGED ASSETS
The following assets have been pledged as collateral for long-term and short-term loans:
| he following assets have been pledged as collate | ral for long-term and short-term loans: | ral for long-term and short-term loans: |
|---|---|---|
| Item Pledged demand deposits Pledged time deposits Subtotal of other financial assets - current Pledged demand deposits Pledged time deposits Subtotal of other financial assets - noncurrent Property, plant and equipment (net) Noncurrent assets held for sale Right-of-use asset Investment properties Investments accounted for using equity method Notes receivable and accounts receivable Total |
December 31 | |
| 2020 $644,677 132,774 $777,451 $139,740 274,701 $414,441 $23,941,229 159,832 165,047 22,355 1,729,055 358,347 $27,567,757 |
2019 | |
| $741,017 638,232 |
||
| $1,379,249 | ||
| $130,202 402,625 |
||
| $532,827 | ||
| $24,934,945 23,342 57,975 502,790 1,415,693 176,523 |
||
| $29,023,344 |
9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT COMMITMENTS
-
(1) Guarantee notes issued by the Group to banks for loans and purchases performance totaled $49,066,365 thousand, and $49,635,722 thousand as of December 31, 2020 and 2019, respectively.
-
(2) Guarantee notes received by the Group for its contract performance and creditor’s right totaled $176,854 thousand, and $187,662 thousand, as of December 31, 2020 and 2019, respectively.
-
(3) The unused letters of credit as of December 31, 2020, and 2019 are as follows:
| Item L/C Amount |
December 31 | December 31 |
|---|---|---|
| 2020 USD20,970 NTD437,122 JPY 1,094,460 EUR 71 |
2019 | |
| USD19,634 NTD708,194 JPY4,679 |
-
(4) As of December 31, 2020 and 2019, guarantees provided to banks by the Group for performance and warranty amounted to $49,103 thousand, and $134,679 thousand, respectively.
-
(5) As of December 31, 2020 and 2019, guarantee letters of credit issued by the Group for export business totaled USD9,600 thousand, and USD13,400 thousand, respectively.
-
(6) The Group entered into raw material purchase agreements with suppliers of billets, including JSPL and EAST, etc. The price was agreed on by both parties upon negotiation. As of December 31, 2020, the unperformed portion totaled 20,150 tons, amounting to $280,670 thousand.
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(7) Capital expenditures committed but not yet incurred are as follows:
December 31
Item 2020 2019 Property, plant and equipment $1,908,014 $3,619,656
(8) Establishment of important construction contracts
(a) As of December 31, 2020, estimated total contract costs, contract costs paid, and expected completion dates but not completed are summarized below:
| Type of construction | Contract price /Total estimated construction cost |
Construction cost paid /Completion % |
Expected year of completion /Accumulated profit or loss recognized |
|---|---|---|---|
| Manufacture and installation of overhead cranes sized 300t(150t+150t)*43m for the Wind Power Department of Century Iron and Steel Industrial Co.,Ltd. |
205,000 171,912 |
166,713 96.98% |
Year 2021 32,087 |
| 6 40T-gantry cranes for storage in the rear area at Wharf No. 120 of KaohsiungHarbor |
311,100 260,717 |
259,326 99.47% |
Year 2021 50,114 |
| Construction of phase 1 Pangu buildings by Greaten Construction Co.,Ltd. |
220,807 207,766 |
194,406 93.57% |
Year 2021 12,202 |
| Manufacturing and installation of 13 overhead cranes, their steel tracks and safety electric bus-way for GMTC steel furnace plant atLiuying |
313,600 307,704 |
261,376 84.94% |
Year 2021 5,008 |
| Development project phase 1 of district C of the core area of Shalun Smart Green Energy Science City by Reiju Construction |
260,203 257,273 |
248,773 96.70% |
Year 2021 2,833 |
| Steel structure engineering construction of E-Da Empire Buildings by New Spring Construction Corp. |
1,320,433 1,280,441 |
1,176,100 91.85% |
Year 2021 36,733 |
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| New Construction of New Crystal Section of Tainan City by Dongpu Construction |
207,251 196,791 |
174,345 88.59% |
Year 2021 9,268 |
|---|---|---|---|
| Manufacturing and installation of 14 overhead cranes, and safety electric bus-way by CSBC Corporation Taiwan |
170,567 165,017 |
123,319 74.73% |
Year 2021 4,148 |
| TSMC’s R&D Center Phase I Office building B production project in hsin - chu science park by Tung Ho Steel Enterprise Corp. |
190,546 172,309 |
35,252 20.46% |
Year 2022 3,731 |
(b) As of December 31, 2019, estimated total contract costs, contract costs paid, and expected completion dates but not completed are summarized below:
| Type of construction | Contract price /Total estimated construction cost |
Construction cost paid /Completion % |
Expected year of completion /Accumulated profit or loss recognized |
|---|---|---|---|
Construction and installation of 40T*42M tracked overhead container crane for China Container Transport at pier 10 and 11 of Taichung Harbor |
202,300 205,019 |
204,853 99.92% |
Year 2020 (2,716) |
| Manufacture and installation of overhead cranes sized 300t(150t+150t)*43m for the Wind Power Department of Century Iron and Steel Industrial Co., Ltd. |
205,000 200,458 |
156,173 77.91% |
Year 2020 3,539 |
| 6 40T-gantry cranes for storage in the rear area at Wharf No. 120 of Kaohsiung Harbor |
311,100 260,717 |
259,208 99.42% |
Year 2020 50,091 |
Construction of phase 1 Pangu buildings by Greaten Construction Co., Ltd. |
220,807 224,596 |
185,857 82.75% |
Year 2020 (3,789) |
| Manufacturing and installation of 13 overhead cranes, their steel tracks and safety electric bus-way for GMTC steel furnace plant at Liuying |
313,600 312,494 |
227,278 72.73% |
Year 2020 804 |
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| YKK Taiwan's Chungli Plant No.2 construction project by Chung Lu Construction |
341,610 335,419 |
317,844 94.76% |
Year 2020 5,867 |
|---|---|---|---|
| Development project phase 1 of district C of the core area of Shalun Smart Green Energy Science City by Reiju Construction |
261,804 260,244 |
247,754 95.20% |
Year 2020 1,485 |
| Steel structure engineering construction of E-Da Empire Buildings by New Spring Construction Corp. |
1,320,433 1,280,441 |
779,886 60.91% |
Year 2020 24,358 |
| New Construction of New Crystal Section of Tainan City for Dongpu Construction |
203,675 200,918 |
45,632 22.71% |
Year 2020 626 |
| Manufacturing and installation of 14 overhead cranes, and safety electric bus-way for CSBC Corporation Taiwan |
170,567 165,017 |
18,659 11.31% |
Year 2020 628 |
-
(9) Great Emperor Hotel Co., Ltd. and Kings Garden International Co., Ltd., two subsidiaries, entered into the syndicated loan agreements with Land Bank of Taiwan and First Commercial Bank in August 2014. Yieh United Steel Corp., Yieh Phui Enterprise Co., Ltd., and Yieh Hsing Enterprise Co., Ltd. issued a commitment letter before the first use that the Company and its related parties shall jointly hold more than 50% of Kings Garden International Co., Ltd. and Great Emperor Hotel Co., Ltd.’s issued shares and gain the majority of directors' seats at all times. The Group held 100% of Kings Garden International Co., Ltd. and Great Emperor Hotel Co., Ltd. and acquired all directors' seats of both companies as of December 31, 2020.
-
(10) In December, 2020, the Group sold part of Land in Pingnan Section, Fangliao Township, Pingtung County. The total contract price is $699,980 thousand, from which the expected disposal gain of $540,116 thousand is derived. The abovementioned transaction price is determined by both parties upon negotiation by reference to the appraisal report made by Evermore Valuation Real Estate Appraisal Firm. As of December 31, 2020, contract deposits of $70,070 thousand have been collected. The ownership transfer will be completed in accordance with the scheduled payment terms as stipulated in the contracts.
10. SIGNIFICANT DISASTER LOSS:NONE.
11. SIGNIFICANT SUBSEQUENT EVENTS:NONE.
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12. OTHERS
(1) Capital risk management
As the Group needs to maintain sufficient capital to meet the needs for expansion and plant and equipment improvement, capital management of the Group focuses on ensuring there are sufficient financial resources and operating plans to meet the demands for operating capital, capital expenditure, research and development expense, loan repayment and dividend distribution in the next 12 months.
(2) Financial Instruments
- Financial risk of financial instruments
The Group’s daily operations are affected by various financial risks, e.g. market risk (including exchange rate, interest rate and price risks), credit risk and liquidity risk. The Group is devoted to identify, assess and avoid market uncertainties in order to eliminate the potential adverse effects of market changes on the financial performance.
Before engaging in significant transactions, due approval process by the Board of Directors must be carried out based on related protocols and internal control procedures. While the financial plan is underway, the Group shall comply with relevant financial operation procedures on the overall financial risk management and segregation of duties at all times.
The nature and degree of significant financial risks
-
A. Market risks
-
(A)Foreign exchange rate risk
The Group is exposed to exchange rate risk arising from the sales, purchases and borrowings in currencies other than the Group’s functional currency, as well as from net investment of foreign operations. Functional currencies adopted by entities within the Group mainly comprise New Taiwan Dollars, RMB, USD, and IDR. However, such transactions are denominated mainly in RMB and USD. To avoid a decrease in the value of assets dominated in foreign currency and volatility in future cash flows due to changes in exchange rates, the Group hedges the exchange rate risk with foreign-currency borrowings and derivative financial instruments .Those derivative financial instruments can diminish but not completely eliminate the impacts of changes in exchange rate. As net investments in foreign operations are for strategic purposes, they are not hedged by the Group.
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a. Exchange rate exposure and sensitivity analysis
| Amount in Foreign Currency (Foreign currency: Functional currency) Financial assets Monetaryitems USD:NTD 53,635 USD:RMB 22,968 EUR:USD 3,683 Investments accounted for using equitymethod USD:NTD 25,620 Financial liabilities Monetaryitems USD:NTD 29,640 USD:RMB 126,571 EUR:RMB 3,669 EUR:USD 3,666 Amount in Foreign Currency (Foreign currency: Functional currency) Financial assets Monetaryitems USD:NTD 48,250 USD:RMB 24,564 EUR:USD 4,323 USD:IDR 3,322 Investments accounted for using equitymethod USD:NTD 24,737 Financial liabilities Monetaryitems USD:RMB 120,368 EUR:RMB 4,316 |
Exchange rate |
December31,2020 | December31,2020 | December31,2020 | ||
|---|---|---|---|---|---|---|
| Presented amount (New Taiwan Dollars) 1,533,891 654,169 129,005 729,644 844,145 3,604,751 128,531 128,394 |
SensitivityAnalysis | |||||
| Range of change Up 1% Up 1% Up 1% Up 1% Up 1% Up 1% Up 1% Up 1% December31, |
Effects on profit or loss 15,339 6,542 1,290 - (8,441) (36,048) (1,285) (1,284) 2019 |
Effects on Equity |
||||
| 28.48 6.5294 1.2299 28.48 28.48 6.5294 8.025 1.2299 Exchange rate |
- - - 7,296 - - |
|||||
| Presented amount (New Taiwan Dollars) 1,446,787 736,427 145,181 101,641 741,614 3,608,632 144,977 |
SensitivityAnalysis | |||||
| Range of change Up 1% Up 1% Up 1% Up 1% Up 1% Up 1% Up 1% |
Effects on profit or loss 14,468 7,364 1,452 1,016 - (36,086) (1,450) |
Effects on Equity |
||||
| 29.98 6.9762 1.1203 13,924.50 29.98 6.9762 7.8155 |
- - - 7,416 - - |
If NTD appreciates against the above-mentioned currencies, held all other variables constant, the impact generated as of December 31, 2020 and 2019 would stay the same with the reverse result.
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Note: Referring to non-functional currency of the respective consolidated entities denominated in foreign currency, including inter-group transaction items that have been written off, and exchange risks that can not be fully written off.
-
b. Due to the exchange rate volatility, total exchange gains and losses (including realized and unrealized) from the Group’s monetary items amounted to $112,947 thousand and ($71,202) thousand for the years ended December 31, 2020 and 2019, respectively.
-
(B) Price risk
Since the Group’s investment in securities is classified as financial assets at FVTPL or financial assets at FVTOCI on the consolidated balance sheet, the Group does not expose to price risks of securities. The Group mainly invests in domestic listed and unlisted stocks and beneficiary certificates. The price of such securities can be affected by changes in future value of those investment targets.
If the security price goes up or down by 1%, the post-tax profit or loss for the year 2020 and 2019 will increase or decrease by $6,980 thousand and $7,098 thousand due to the increase or decrease of the fair value of financial assets measured at FVTPL. The post-tax other comprehensive income for the year 2020 and 2019 will increase or decrease by $7,253 thousand and $7,099 thousand due to the increase or decrease of the fair value of financial assets measured at FVTOCI.
- (C) Interest rate risk
The carrying amount of the Group’s financial assets and financial liabilities that are exposed to interest rate risk at the reporting date is stated as follows:
| follows: | ||
|---|---|---|
| Item With fair value interest rate risk Financial assets Financial liabilities Net With cash flow interest rate risk Financial assets Financial liabilities Net |
CarryingAmount | |
| December 31,2020 $1,223,521 (1,371,285) ($147,764) $3,705,050 (48,809,395) ($45,104,345) |
December 31,2019 | |
| $1,385,094 (1,020,554) |
||
| $364,540 | ||
| $5,523,436 (49,966,792) |
||
| ($44,443,356) |
a. Sensitivity analysis of those with fair value interest rate risk: The Group classifies its investment in preferred stocks with fixed income as financial assets measured at FVTPL. Fair value of such preferred stock investment changes in line with the interest rate changes in the market. If the market interest rate goes up 1% and other variables are held constant, the profit or loss for the year 2020 and 2019 will increase or decrease by $2,436 thousand and $8,101 thousand, respectively.
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- b. Sensitivity analysis of those with cash flow interest rate risk: The interest-fluctuate instruments possessed by the Group were floatinginterest assets (liabilities). Therefore the effective interest rate, as well as the future cash flows, changes along with the market movement. Every one percent reduce (increase) in the market interest will increase (decrease) the net profit by ($451,043) thousand and ($444,434) thousand for the years 2020 and 2019, respectively.
-
B.Credit risk
-
Credit risk refers to the risk of financial loss to the Group arising from default by counter-parties of financial instruments on the contract obligations. Credit risk of the Group mainly comes from receivables under operating activities and bank deposits and other financial instruments under investing activities. Credit risks related to operation and finance risks are managed separately. Credit risk related to operations
To maintain the quality of accounts receivable, the Group has established the procedures for credit risk management with regards to its operations. Risk assessment on individual customer includes factors that could affect the customer's ability to pay, such as the customer's financial status, the Group’s internal credit ratings, historical transactions and current economic conditions. Financial credit risk
The credit risks of bank deposits and other Financial instruments are measured and monitored by the Group’s financial departments. The Group does not expect significant credit risk because the counterparties are creditworthy and investment-graded financial institutions, companies and government agencies without any significant default concerns. In addition, the Group does not have any debt instrument investments that are either measured at amortized cost, or at FVTOCI.
- (A) Credit concentration risk
As of December 31, 2020 and 2019, the top ten clients accounted for 48.61% and 45.14% of the Group’s accounts receivable, indicating a credit concentration risk. However, no significant credit concentration risk was shown from the remaining accounts receivables.
-
(B) Measurement of expected credit impairment loss
-
a. Accounts receivables and contract assets apply the simplified approach. Please refer to Note 6.4. and Note 6.31. for details.
-
b. Indications for determining whether the credit risk is increased significantly: None (the Group does not have any debt instrument investments that are either measured at amortized cost, or at FVTOCI).
-
c. Collaterals and other credit enhancement held to avoid credit risks from financial assets
- The following table shows the maximum exposure to credit risk regarding financial assets recognized in the consolidated balance sheets, pledged collateral, master netting arrangements and other credit enhancement held by the Group:
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| Decreased | amount of maximum | exposure to credit | risks | ||
|---|---|---|---|---|---|
| Carrying | Net Settlement | Other Credit | |||
| December31,2020 | Amount | Collateral | Agreement | Enhancement | Total |
| Credit-impaired financial | $- | $- | $- | $- | $- |
| instruments to which | |||||
| impairment requirements | |||||
| of IFRS9 are applicable | |||||
| Financial instruments to | |||||
| which the impairment | |||||
| requirements of IFRS 9 | |||||
| are not applicable: | |||||
| Financial assets at fair | 697,978 | - | - | - | - |
| value through profit and | |||||
| loss | |||||
| Financial assets | 725,334 | - | - | - | - |
| measured at FVTOCI | |||||
| Total | $1,423,312 | $- | $- | $- | $- |
| December31,2019 Credit-impaired financial instruments to which impairment requirements of IFRS9 are applicable Financial instruments to which the impairment requirements of IFRS 9 are not applicable: Financial assets at fair value through profit and loss Financial assets measured at FVTOCI Total |
Carrying Amount $16,699 717,568 709,886 $1,427,454 |
Decreased | amount of maximum exposure to credit risks | amount of maximum exposure to credit risks | amount of maximum exposure to credit risks |
|---|---|---|---|---|---|
| Collateral $- - - $- |
Net Settlement Agreement $- - - $- |
Other Credit Enhancement $- - - $- |
Total | ||
| $- | |||||
| - - |
|||||
| $- |
C.Liquidity risk
(A) Overview
The Group’s objecting in managing liquidity risk is to maintain a sufficient level of cash and cash equivalents, highly-liquid marketable securities and credit lines with banks for daily operations in order to ensure the financial flexibility of the Group.
- (B) The table below shows an analysis of the financial liabilities held by the Group with defined repayment terms based on maturity dates and undiscounted payment at maturity:
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| Non-derivative financial Liabilities |
December 12,2020 | December 12,2020 | December 12,2020 | ||||
|---|---|---|---|---|---|---|---|
| Within 6 months |
7-12 months | 1-2 years | 2-5 years | Over 5 years $ - - - - - 53,440 11,826,625 5,885 $11,885,950 $- |
Contractual cash flows $ 14,925,307 1,292,000 469,760 995,914 1,753,874 97,247 33,979,990 18,685 $53,532,777 $14,495 |
Carrying amount |
|
| Short-term loans Short-term notes and bills payable Notes payable Accounts payable Other payables Lease liabilities (including current) Long-term loans (including current portion) Guarantee deposits Received Subtotal Derivative financial liabilities |
$ 12,089,375 1,292,000 469,760 995,914 1,753,874 4,198 3,005,392 1,211 |
$2,835,932 - - - - 5,721 2,329,412 1,131 |
$ - - - - - 8,992 7,745,904 3,272 |
$ - - - - - 24,896 9,072,657 7,186 |
$ 14,925,307 1,289,365 469,760 995,914 1,753,874 81,920 33,884,088 18,685 |
||
| $19,611,724 | $5,172,196 | $7,758,168 | $9,104,739 | $53,418,913 | |||
| $14,495 | $- | $- | $- | 14,495 | |||
| Cross currency swap contracts |
Further information on lease liability maturity analysis is as follows:
| Lease liabilities Non-derivative financial Liabilities |
Less than 1 year | 1-5 years $33,888 |
5-10 years | 10-15 years $12,278 |
10-15 years $12,278 |
Over 20 years $15,673 |
Total undiscounted leasepayments |
|
|---|---|---|---|---|---|---|---|---|
| $9,919 | $13,211 | $97,247 | ||||||
| Within 6 months |
7-12 months | 1-2 years | 2-5 years | Over 5 years $ - - - - - 62,343 7,235,780 3,131 $7,301,254 |
Contractual cash flows $ 15,597,746 934,000 799,965 1,188,827 1,651,603 107,319 34,478,493 17,533 $54,775,486 |
Carrying amount |
||
| Short-term loans Short-term notes and bills payable Notes payable Accounts payable Other payables Lease liabilities (including current) Long-term loans (including current portion) Guarantee deposits Received Subtotal |
$ 13,978,543 934,000 799,785 1,188,827 1,651,603 5,766 3,223,243 2,026 |
$1,619,203 - 180 - - 3,310 3,151,262 1,845 |
$ - - - - - 9,279 8,168,322 559 |
$ - - - - - 26,621 12,699,886 9,972 |
$ 15,597,746 931,272 799,965 1,188,827 1,651,603 89,282 34,369,046 17,533 |
|||
| $21,783,793 | $4,775,800 | $8,178,160 | $12,736,479 | $54,645,274 |
Further information on lease liability maturity analysis is as follows:
| Lease liabilities | Less than 1 year | 1-5 years $35,900 |
5-10 years | 10-15 years $12,278 |
15-20 years $12,278 |
Over 20 years $19,397 |
Total undiscounted leasepayments |
|---|---|---|---|---|---|---|---|
| $9,076 | $18,390 | $107,319 |
The Group does not expect a maturity analysis of which the cash flows timing would be significantly earlier, or the actual amount would be significantly different.
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2. Types of Financial instruments
| Financial assets Financial assets measured at amortized cost Cash and cash equivalents Notes receivables and accounts receivables (including related parties) Other receivables(including related parties) Other financial assets - current Refundable deposits Other financial assets - noncurrent Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - noncurrent Financial assets at fair value through other comprehensive income or loss - noncurrent Financial liabilities Financial liabilities measured at amortized costs Short-term loans Short-term notes and bills payable Notes receivables and accounts payable (including related parties) Other payables (including related parties) Long-term loans (including current portion) Guarantee deposits Lease liabilities (including due within one year) Financial liabilities at fair value through profit or loss - current |
December31 | December31 |
|---|---|---|
| 2020 $3,730,782 2,619,438 207,127 807,846 222,895 414,441 697,978 - 725,334 14,925,307 1,289,365 1,465,674 1,753,874 33,884,088 18,685 81,920 14,495 |
2019 | |
| $5,023,717 3,318,115 193,409 1,405,930 925,853 532,827 428,279 289,289 709,886 15,597,746 931,272 1,988,792 1,651,603 34,369,046 17,533 89,282 - |
(3) Fair Value Information:
-
For information on fair value of financial assets and financial liabilities not measured at fair value, please refer to Note 12(3)3.For fair value of investment property measured at cost, please refer to Note 6.14. For fair value of investments in associates with quoted prices in an open market, please refer to Note 6.11
-
Definition of the three levels in fair value:
-
Level 1:
Quoted prices 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 Group’s investment in listed stocks, beneficiary certificates, on-the-run Taiwan central government bonds and derivative instruments with quoted market prices is included in Level 1.
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Level 2
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of the Company’s investment in off-the-run government bonds, corporate bonds, bank debentures, convertible bonds and most derivative instruments is included in Level 2. Level 3
Unobservable inputs for the asset or liability. The fair value of the Group’s investment in certain derivative instruments, equity investment without active market and investment property is included in Level 3.
-
Financial instruments not measured at fair value
-
Management of the Group thinks that the carrying amount of financial instruments not measured at fair value, including cash and cash equivalents, accounts receivables, other financial assets, refundable deposits, short term loans, short-term bills payable, accounts payable, lease liabilities (including current and noncurrent), long-term loans (including current portion), and guarantee deposits received, is the reasonable approximation of their fair value.
-
Fair value hierarchy:
The fair value hierarchy of financial instrument is measured at fair value on a recurring basis. Information about the Group’s fair value hierarchy is disclosed in the following table:
| the following table: | ||||
|---|---|---|---|---|
| Item Assets: Recurringfairvalue Financial assets at fair value through profit or loss Non-derivative financial assets held for trading Domestic unlisted stocks Financial assets measured at FVTOCI Domestic unlisted stocks Domestic listed stocks Total Liabilities: Recurringfair value Financial liabilities at fair value through profit or loss Derivative financial instruments |
December31,2020 | |||
| Level 1 $35,327 - - 29,789 $65,116 $- |
Level 2 $ - - - - $- $14,495 |
Level 3 $ - 662,651 695,545 - $1,358,196 $- |
Total | |
| $35,327 662,651 695,545 29,789 |
||||
| $1,423,312 | ||||
| $14,495 |
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| Item Assets: Recurringfair value Financial assets at fair value through profit or loss Non-derivative financial assets held for trading Domestic unlisted stocks Derivative financial instruments Financial assets measured at FVTOCI Domestic unlisted stocks Domestic listed stocks Total |
December 31,2019 | December 31,2019 | ||
|---|---|---|---|---|
| Level 1 $43,769 - - - 33,885 $77,654 |
Level 2 $10,004 - 7,755 - - $17,759 |
Level3 $ - 656,040 - 676,001 - $1,332,041 |
Total | |
| $53,773 656,040 7,755 676,001 33,885 |
||||
| $1,427,454 |
-
Fair value valuation technique for instruments measured at fair value: (1) The fair value of financial instruments with quoted prices in active markets is the quoted market prices. Market prices published by major trading centers and exchanges for on-the-run government bonds are the basis for the fair value of listed equity instruments and debt instruments with quoted prices in active markets. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. If one of the conditions fails, the market is not deemed active. In general, indications of an inactive market include a wide bid-ask spread, a significant increase in the bid-ask spread and low level of trading volume. The fair value of financial instruments with active markets held by the Group are stated by their natures and types as follows:
-
a. Listed stocks: closing prices
b. Open-end funds: net worth
- (2) Except for financial assets with an active market, the fair value of other financial assets is obtained either based on the valuation technique or by reference to the quotes from counter-parties. Fair value can be obtained by using a valuation technique that refers to the fair value of financial instruments having substantially the same terms and characteristics, the discounted cash flow method, or other valuation technique e.g. the one that applies market information available on the balance sheet date to a pricing model for calculation.
The fair value of the Group’s holding of unlisted stocks for which no active market exists is estimated by using the market approach, which refers to the valuation of similar entities, quoted prices from a third party, the net worth of an entity and the operating performance. In addition, the significant unobservable inputs mainly comprise liquidity discount, in which the possible changes would not result in a potentially material financial effect. Therefore, the Group does not disclose the quantitative information.
-247-
-
(3) When evaluating financial instruments that are non-standard and with lower complexity, e.g. debt instruments with no active markets, interest rate swaps, foreign exchange swaps and options, the Group adopts valuation techniques that are commonly used by market participants. The parameters used in the valuation models for those financial instruments are normally observable data in the market.
-
(4) Valuation of derivative financial instruments adopts valuation models that are commonly used by market participants, e.g. discounted cash flows method and option pricing model.
-
(5) Outputs from the valuation models are estimates and valuation techniques may not be able to reflect all relevant factors of the financial and nonfinancial instruments held by the Group. Therefore, when needed, estimates from the valuation model would be adjusted based on additional parameters, e.g. model risk or liquidity risk. According to the Group's policies of fair value valuation management and relevant control procedures, the Group's management considers that valuation adjustments as being necessary and appropriate for a fair and just presentation of financial and non-financial instruments on the individual balance sheet. Every price data and parameters used in the valuation is reviewed thoroughly and adjusted for current market conditions.
-
(6) The Group incorporates the adjustment of credit risk assessment into the fair value measurement of financial and non-financial instruments to reflect the credit risk of counter-party and the credit quality of the Group.
-
Transfers between Level 1 and Level 2 fair value hierarchy: None
-
Statement of changes in Level 3 fair value hierarchy:
| Item Beginning balance Addition Disposal Redemption of preferred stock Proceeds from capital reduction Recognized in profit and loss Recognized in other comprehensive income Ending balance |
Investment in unquoted financial instruments |
Investment in unquoted financial instruments |
|---|---|---|
| Year EndedDecember31 | ||
| 2020 $1,332,041 58,620 (15,876) - (16,087) 6,611 (7,113) $1,358,196 |
2019 | |
| $1,905,843 15,000 - (550,145) (4,234) (15,590) (18,833) |
||
| $1,332,041 |
- Valuation process for Level 3 fair value measurement: Valuation process regarding fair value Level 3 is conducted by the Group’s finance department, by which the independence of fair value of financial instruments is verified though use of independent data source in order to make the valuation results close to market conditions. Such valuation results are regularly reviewed so as to ensure their reasonableness.
-248-
(4) Transfer of financial assets:
- Transferred financial assets fully derecognized
The Group entered into accounts receivable factoring agreement with Chang Hwa Bank. According to the contract, the Group does not bear the risk of default over the transferred accounts receivables but only the loss from trade disputes. As the Group did not have any continued participation over those transferred accounts receivables, they were derecognized from the accounts. Information on outstanding receivables is as follows: December 31, 2020:
| Counter-party Chang Hwa Bank |
Factoring Amount $- |
Amount Collected in Cash - |
Advance Amount - End of the Period $- |
Annual Interest Rate for the Advance Amount - |
Line of Credit |
|---|---|---|---|---|---|
| EUR 3,200 |
December 31, 2019:
| Counter-party Chang Hwa Bank |
Factoring Amount $27,884 (EUR 829) |
Amount Collected in Cash - |
Advance Amount - End of the Period $25,096 (EUR 746) |
Annual Interest Rate for the Advance Amount 1.16464% |
Line of Credit |
|---|---|---|---|---|---|
| EUR 3,200 |
- Transferred financial assets not fully derecognized: None
(5) Offsetting financial assets and financial liabilities: None.
13. SUPPLEMENTARY DISCLOSURES
-
A. Significant transactions information
-
(a)Financing provided to others (Table 1)
-
(b)Endorsements/guarantees provided (Table 2)
-
(c)Marketable securities held (excluding investments in subsidiaries and associates) (Table 3)
-
(d)Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (Table 4)
-
(e)Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (Table 5)
-
(f)Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (Table 6)
-
(g)Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 7)
-
(h)Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 8)
-
(i)Trading in derivative instruments (Note 6.2)
-
(j)The business relationship between the parent and the subsidiaries and significant transactions between them(Table 9)
-
B. Information on investees (Table 10)
-
C. Information on investments in mainland China (Table 11)
-
D. Information of major shareholders: List all shareholders with a stake of 5 percent or greater in shareholding percentage and the number of shares. (Table 12)
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TABLE 1
Yieh Phui Enterprise Co., Ltd. and Subsidiaries Financing provided to others For The Year Ended December 31, 2020
| Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. | Creditor | Borrower | General ledger account |
Related party |
Maximum outstanding balance for the period |
Ending balance |
Amount actually drawn |
Interest rate |
Nature of loan |
Transaction amount |
Reason for short-term financing |
Allowance for doubtful accounts |
Collateral | Limit on loans granted to a single party |
Ceiling on total loans granted |
|
| Item | Value | |||||||||||||||
| 0 | Yieh Phui Enterprise Co., Ltd. |
United Brightening Development Corp. |
Other receivables - relatedparty |
Y | 65,000 | - | - | 2.25% | 2 | - | Operating capital |
- | - | - | 10,587,684 (Note 3) |
10,587,684 (Note 3) |
| 1 | Yieh Phui (Hong Kong) Holdings Limited |
Yieh Phui (China) Technomaterial Co., Ltd. |
Long-term receivable – related party and Other receivables - relatedparty |
Y |
3,893,985 (RMB20,160) (USD121,240) (EUR 4,300) |
2,258,176 (RMB 6,930) (USD 73,733) (EUR 3,655) |
2,258,176 (RMB 6,930) (USD 73,733) (EUR 3,655) |
2.00%- 7.69% |
2 | - | Operating capital |
- | - | - | 10,587,684 (Note 3) |
10,587,684 (Note 3) |
| 2 | Yieh Phui (China) Technomaterial Co.,Ltd. |
Tianjin Lianfa Precision Steel Corporation |
Long-term receivable – relatedparty |
Y | 109,260 (RMB 25,000) |
109,120 (RMB 25,000) |
109,120 (RMB 25,000) |
4.00% | 2 | - | Operating capital |
- | - | - | 10,587,684 (Note 3) |
10,587,684 (Note 3) |
| 3 | Good Honor Holdings Ltd. |
Yieh Phui (Hong Kong) Holdings Limited |
Long-term receivable – relatedparty |
Y | 136,125 (USD 4,500) |
- | - | - | 2 | - | Operating capital |
- | - | - | 10,587,684 (Note 3) |
10,587,684 (Note 3) |
| 4 | Shin Yang Steel Co., Ltd. |
Yieh Phui (Hong Kong) Holdings Limited |
Other receivables - relatedparty |
Y | 351,482 (USD 12,200) |
176,576 (USD 6,200) |
176,576 (USD 6,200) |
2.00%- 4.00% |
2 | - | Operating capital |
- | - | - | 333,274 (Note 2) |
333,274 (Note 1) |
| 5 | Applied Wireless Identifications Group, Inc. |
Yieh Phui (Hong Kong) Holdings Limited |
Other receivables - relatedparty |
Y | 66,550 (USD 2,200) |
62,656 (USD 2,200) |
62,656 (USD 2,200) |
2.00%- 4.00% |
2 | - | Operating capital |
- | - | - | 92,373 (Note 2) |
92,373 (Note 1) |
| 6 | Shin Phui Steel Corporation |
Sin Bang Investment & Development Co., Ltd. |
Other receivables - relatedparty |
Y | 11,340 | - | - | 2.00% | 2 | - | Operating capital |
- | - | - | 100,172 (Note 2) |
100,172 (Note 1) |
(Note 1) The maximum amount of total loans to others shall not exceed 40% of the creditor's net worth.
(Note 2) The maximum amount of loans granted to a single entity shall not exceed 40% of the creditor's net worth.
(Note 3) Total loans between foreign entities that are 100% owned directly or indirectly by the Company shall not exceed 40% of the Company’s net worth and loans to a single entity shall not exceed 40% of the Company’s net worth.
(Note 4) Nature of loans is classified as follows: Entities having business relations with the Company is ‘1’; entities with needs for short-term financing is ‘2’.
(Note 5) Transactions between the aforesaid subsidiaries and the parent company have been written off.
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TABLE 2
Yieh Phui Enterprise Co., Ltd. and Subsidiaries Endorsements/guarantees provided For The Year Ended December 31, 2020
| Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. | Endorser/ guarantor |
Party being endorsed/guaranteed | Limit on endorsement/ guarantees provided for a single party |
Maximum balance for the period |
Ending balance | Amount actually drawn |
Amount of endorsement/ guarantees collateralized by properties |
Ratio of accumulated endorsement/ guarantee to net equity per latest financial statement |
Maximum endorsement/ guarantee allowable |
Guarantee provided by parent company to subsidiary |
Guarantee provided by a subsidiary to parent company |
Guarantee provided to subsidiaries in Mainland China |
|
| Company name |
Relationship with the endorser/ guarantor |
||||||||||||
| 0 | Yieh Phui Enterprise Co., Ltd. (Note 1) |
Yieh Phui (China) Technomaterial Co., Ltd. |
Investee of the Company’s Sub-subsidiary |
26,469,211 | 6,500,970 (RMB 1,487,500) |
6,492,640 (RMB 1,487,500) |
1,473,120 (RMB 337,500) |
- | 24.53% | 26,469,211 | Y | - | Y |
| Shin Yang Steel Co., Ltd. |
Subsidiary of the Company |
26,469,211 | 1,236,000 | 1,236,000 | 769,950 | 336,000 | 4.67% | 26,469,211 | Y | - | - | ||
| Yieh Phui (Hong Kong) Holdings Limited |
Subsidiary of the Company |
26,469,211 | 5,687,000 (USD 188,000) |
3,446,080 (USD 121,000) |
2,101,536 (USD 68,233) (RMB 6,930) (EUR 3,655) |
- |
13.02% | 26,469,211 | Y | - | - | ||
| 1 | Shin Phui Steel Corporation (Note 2) |
Yieh Phui Enterprise Co., Ltd. |
Parent company of the company |
1,252,190 | 942,230 | 942,230 | 942,230 | 942,230 | 376,.23% | 1,252,190 | - | Y | - |
| 2 | Kings Garden International Co., Ltd. (Note 3) |
Great Emperor Hotel Co., Ltd. |
(Note 10) | 30,626,362 | 8,175,000 | 8,175,000 | 7,396,000 | 8,175,000 | 186.85% | 30,626,362 | - | - | - |
| 3 | Great Emperor Hotel Co., Ltd. (Note 4) |
Kings garden International Co., Ltd. |
(Note 10) | 31,979,764 | 7,583,000 | 7,583,000 | 6,821,000 | 7,583,0000 | 165.98% | 31,979,764 | - | - | - |
| 4 | Shin Yang Steel Co., Ltd. (Note 6) |
Yieh Phui Enterprise Co., Ltd. |
Parent company of the company |
2,499,554 | 900,000 | 900,000 | 420,000 | 900,000 | 108,02% | 2,499,554 | - | Y | - |
| 5 | Yieh Phui (China) Technomaterial Co., Ltd. (Note 5) |
Tianjin Lianfa Precision Steel Corporation |
Subsidiary of the Company |
9,555,471 | 43,398 (RMB 9,930) |
43,342 (RMB 9,930) |
43,342 (RMB 9,930) |
- | 0.45% | 9,555,471 | Y | - | Y |
| 6 | Champion Logistic Inc. (Note 7) |
Yieh Phui (Hong Kong) Holdings Limited |
The same ultimate parent company |
5,322 (USD 187) |
484,000 (USD 16,000) |
- | - | - | - | 5,322 (USD 187) |
- | - | - |
| 7 | Sin Bang Investment & Development Co., Ltd.(Note 8) |
United Brightening Development Corp. |
The same ultimate parent company |
465,909 | 200,000 | 200,000 | 200,000 | 200,000 | 85.85% | 465,909 | - | - | - |
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-
(Note 1): The maximum amount of endorsement/guarantee provided by the Company shall not exceed the Company’s net worth. The same limit applies to the endorsement/guarantee provided by the Company to a single subsidiary.
-
(Note 2): The maximum amount of endorsement/guarantee provided by Shin Phui Steel Corporation shall not exceed 5 times of Shin Phui’s net worth. The same limit applies to the endorsement/guarantee provided by Shin Phui Steel Corporation to a single entity.
-
(Note 3): The maximum amount of endorsement/guarantee provided by Kings Garden International Co., Ltd. shall not exceed 7 times of Kings Garden’s net worth. The same limit applies to the endorsement/guarantee provided by Kings Garden International Co., Ltd. to a single entity.
-
(Note 4): The maximum amount of endorsement/guarantee provided by Great Emperor Hotel Co., Ltd. shall not exceed 7 times of Great Emperor Hotel’s net worth. The same limit applies to endorsement/guarantee provided by Great Emperor Hotel Co., Ltd. to a single entity.
-
(Note 5): The maximum amount of endorsement/guarantee provided by Yieh Phui (China) Technomaterial Co., Ltd. shall not exceed the net worth of Yieh Phui (China) Technomaterial Co., Ltd. The same limit applies to the endorsement/guarantee provided Yieh Phui (China) Technomaterial Co., Ltd. to a single subsidiary.
-
(Note 6): The maximum amount of endorsement/guarantee provided by Shin Yang Steel Co., Ltd. shall not exceed 3 times of Shin Yang’s net worth. The same limit applies to the endorsement/guarantee provided by Shin Yang Steel Co., Ltd. to a single entity.
-
(Note 7): The maximum amount of endorsement/guarantee provided by Champion Logistic Inc. shall not exceed 100% of its net worth; the same limit applies to the endorsement/guarantee provided by Champion Logistic Inc. to a single entity.
-
(Note 8) : The maximum amount of endorsement/guarantee provided by Sin Bang Investment & Development Co., Ltd. shall not exceed 2 times of Sin Bang’s net worth. The same limit applies to the endorsement/guarantee provided by Sin Bang Investment & Development Co., Ltd. to a single entity.
-
(Note 9): The net worth referred to above is based on the latest financial statements audited or reviewed by independent auditors. (Note 10): Mutually guaranteed companies based on the need of construction contract.
-252-
TABLE 3
Yieh Phui Enterprise Co., Ltd. and Subsidiaries Marketable securities held (excluding investments in subsidiaries and associates) For The Year Ended December 31, 2020
Unit: Thousand Shares;Thousands of NT Dollar/ Foreign Currency
| Unit: Thousand Sha | res;Thousands of NT Dollar/ Foreign Currency | res;Thousands of NT Dollar/ Foreign Currency | res;Thousands of NT Dollar/ Foreign Currency | res;Thousands of NT Dollar/ Foreign Currency | ||||
|---|---|---|---|---|---|---|---|---|
| Securities held by | Marketable securities | Relationship with the securities issuer |
General ledger account | As of December 31, 2020 | Note | |||
| Shares (in **thousands) ** |
**Carrying value ** | Ownership (%) | Fair value | |||||
| Yieh Phui Enterprise Co., Ltd. |
Fund/ Fubon 3-Year Maturity Asia USD Bond Fund | None | Financial assets at fair value through profit or loss - current |
500 | 4,552 |
- |
4,552 | |
| Fund/Taishin Strategy Senior Total Return High Yield Bond Fund |
None | Financial assets at fair value through profit or loss - current |
300 | 3,055 |
- |
3,055 | ||
| Fund/ United 4 to 6 Years Trigger Sovereign EMD Term Fund |
None | Financial assets at fair value through profit or loss - current |
10 | 2,889 |
- |
2,889 | ||
| Fund/ Franklin Templeton SinoAm AI Hi-Tech Fund | None | Financial assets at fair value through profit or loss - current |
1,000 | 10,350 |
- |
10,350 | ||
| Preferred stock/ Eliter International Corp.- Preferred stock E | An investee accounted for usingequitymethod |
Financial assets at fair value through profit or loss - current |
19,706 | 213,292 |
- |
213,292 | ||
| Total | 234,138 | 234,138 | ||||||
| Stock/ TaiwanVes-Power Co., Ltd. | Related party in substance |
Financial assets at fair value through other comprehensive income or loss - noncurrent |
1,800 | 53,910 |
3.60% |
53,910 | ||
| Stock/ New Spring Construction Corp. | Related party in substance |
Financial assets at fair value through other comprehensive income or loss - noncurrent |
15,863 | 119,370 |
15.49% |
119,370 | ||
| Stock/ Ascentke Venture Capital Corp. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
85 | 6,208 |
6.42% |
6,208 | ||
| Stock/ Taiwan Implant Technology Company, Ltd. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
701 | 6,777 |
4.20% |
6,777 |
-253-
| Securities held by | Marketable securities | Relationship with the securities issuer |
General ledger account | As of December 31, 2020 | As of December 31, 2020 | As of December 31, 2020 | As of December 31, 2020 | Note |
|---|---|---|---|---|---|---|---|---|
| Shares (in **thousands) ** |
**Carrying value ** | Ownership (%) | Fair value | |||||
| Yieh Phui Enterprise Co., Ltd. |
Stock/ Sunny Bank |
None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
4,541 | 38,256 |
0.16% |
38,256 | |
| Stock/ Universal Venture Capital Investment Co., Ltd. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
1,100 | 6,266 |
0.91% |
6,266 | ||
| Stock/ Yieh Corporation Limited | Related party in substance |
Financial assets at fair value through other comprehensive income or loss - noncurrent |
200 | 86,559 |
4.35% |
86,559 | ||
| Stock/ Pacific Harbor Stevedoring Corporation | Director of the entity is the Company’s director |
Financial assets at fair value through other comprehensive income or loss - noncurrent |
150 | 4,494 |
3.00% |
4,494 | ||
| Stock/ ImageDJ Software Corp. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
24 | 535 |
0.96% |
535 | ||
| Stock/ Chao-Feng Venture Capital Co., Ltd. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
1,000 | 7,508 |
0.79% |
7,508 | ||
| Stock/ Skylark International Hotel Co., Ltd. | Related party in substance |
Financial assets at fair value through other comprehensive income or loss - noncurrent |
20,528 | 304,001 |
13.68% |
304,001 | ||
| Stock/ Neolink Capital Corp. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
3,000 | 27,243 |
2.57% |
27,243 | ||
| Stock/ Asia Pacific Telecom Co., Ltd. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
2,949 | 29,789 |
0.08% |
29,789 | ||
| Total | 690,916 | 690,916 | ||||||
| Shin Phui Steel Corporation |
Stock/Zhaoheng Energy Technology Co., Ltd. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
1,425 | 14,962 |
9.50% |
14,962 | |
| Worthing Honor Holdings Ltd. |
Stock/ SEE Corporation None Financial assets at fair value throughprofit |
None | Financial assets at fair value through profit or loss - current |
1 | - | - | - | |
| EMMT Systems Corporation |
Fund/ KGI Emerging Asia Sustainable Selection Bond Fund | None | Financial assets at fair value through profit or loss - current |
180 | 1,837 |
- |
1,837 | |
| Stock/ Rodan (Taiwan) Ltd. | None | Financial assets at fair value through other comprehensive income - noncurrent |
17 | - | 0.73% | - | ||
| Kuo Chang Enterprise Co., Ltd. |
Preferred stock/ Eliter International Corp.- Preferred stock D | An investee of the Parent Company under equity method. |
Financial assets at fair value through profit or loss - current |
1,997 | 21,771 |
- |
21,771 | |
| Preferred stock/ Eliter International Corp.- Preferred stock E | An investee of the Parent Company under equity method. |
Financial assets at fair value through profit or loss - current |
1,498 | 16,209 |
- |
16,209 | ||
| Total | 37,980 | 37,980 | ||||||
| Stock/Zhaoheng Energy Technology Co., Ltd. | None | Financial assets at fair value through other comprehensive income - noncurrent |
1,425 | 14,962 |
9.50% |
14,962 |
-254-
| Securities held by | Marketable securities | Relationship with the securities issuer |
General ledger account | As of December 31, 2020 | As of December 31, 2020 | As of December 31, 2020 | As of December 31, 2020 | Note |
|---|---|---|---|---|---|---|---|---|
| Shares (in **thousands) ** |
**Carrying value ** | Ownership (%) | Fair value | |||||
| United Brightening Development Corp. |
Preferred stock/ Eliter International Corp.- Preferred stock D | An investee of the Parent Company under equity method. |
Financial assets at fair value through profit or loss - current |
26,914 | 293,362 |
- |
293,362 | |
| Preferred stock/ Eliter International Corp.- Preferred stock E | An investee of the Parent Company under equity method. |
Financial assets at fair value through profit or loss - current |
479 | 5,187 |
- |
5,187 | ||
| Total | 298,549 | 298,549 | ||||||
| Yieh Hsing Enterprise Co., Ltd |
Fund/ SinoPac CSI 300 Dividend Index Fund | None | Financial assets at fair value through profit or loss - current |
221 | 4,686 |
- |
4,686 | |
| Fund/ Amundi TW - Emerging Markets High Yield Bond Fund |
None | Financial assets at fair value through profit or loss - current |
100 | 991 |
- |
991 | ||
| Fund/ Franklin Templeton SinoAm AI Hi-Tech Fund | None | Financial assets at fair value through profit or loss - current |
200 | 2,070 |
- |
2,070 | ||
| Fund/TCB US Short Duration High Yield Bond Fund | None | Financial assets at fair value through profit or loss - current |
200 | 1,979 |
- |
1,979 | ||
| Fund/Emerging Asian Markets Bonds 2026 | None | Financial assets at fair value through profit or loss - current |
10 | 2,919 |
- |
2,919 | ||
| Preferred stock/Eliter International Corp.- Preferred stock D | An investee accounted for usingequitymethod |
Financial assets at fair value through profit or loss - current |
5,934 | 64,678 |
- |
64,678 | ||
| Preferred stock/Eliter International Corp.- Preferred stock E | An investee accounted for usingequitymethod |
Financial assets at fair value through profit or loss - current |
4,450 | 48,152 |
- |
48,152 | ||
| Total | 125,475 | - | 125,475 | |||||
| Stock/ Pacific Harbor Stevedoring Corporation | Director of the entity is the Company’s chairman |
Financial assets at fair value through other comprehensive income - noncurrent |
150 | 4,494 |
3.00% |
4,494 |
-255-
TABLE 4
Yieh Phui Enterprise Co., Ltd. and Subsidiaries Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital For The Year Ended December 31, 2020
Unit: Thousand Shares;Thousands of NT Dollar
| Unit: Thousand S | Unit: Thousand S | hares;Th | ousands of NT Dollar | ousands of NT Dollar | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor | Marketable securities |
General ledger account |
Counterparty | Relationship with the investor |
Beginning balance | **Addition ** | **Disposal ** | Ending balance | ||||||
| Number of shares |
Amount | Number of shares |
Amount | Number of shares |
Selling price |
Book value |
Gain (loss) on disposal |
Number of shares |
Amount | |||||
| Yieh Phui Enterprise Co., Ltd. |
Champion Logistic Inc. |
Investments accounted for using equity method |
Proceeds from Capital reduction |
Subsidiary of the Company |
13,000 | 412,991 | - | - | 12,910 | - | 408,219 (Note 1) |
- | 90 | 4,772 |
| Great Emperor Hotel Co., Ltd. |
Investments accounted for using equity method |
Capital increase by cash |
Investee of the Company’s Sub- subsidiary |
147,000 | 1,453,417 | 105,000 | 1,038,513 (Note 2) |
- | - | - | - | 252,000 | 2,491,930 |
(Note 1):Including proceeds from capital reduction of ($386,342) thousand, cash dividend ($23,180) thousand, gain (loss) on investments accounted for using equity method and shares of other comprehensive income of $1,303 thousand.
(Note 2):Including capital increase by cash of $1,081,500 thousand, income and loss on investment accounted for using equity method in the amount of ($20,743) thousand and accumulated earning/loss of ($22,244) thousand recognized due to the failure to subscribe to new shares in proportion to its shareholding percentage.
-256-
TABLE 5
Yieh Phui Enterprise Co., Ltd. and Subsidiaries Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital For The Year Ended December 31, 2020
| Unit: Thousands of NT Dollar | Unit: Thousands of NT Dollar | Unit: Thousands of NT Dollar | Unit: Thousands of NT Dollar | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name |
Real estate | Transaction date |
Transaction amount |
Payment terms |
Counterparty | Relationship with the seller |
Prior transaction of | related counterparty | Price reference | Purpose of acquisition |
Other terms |
||
| Owner | Relationship | Transfer Date |
Amount | ||||||||||
| Kings Garden International Co., Ltd. |
Construction of commercial building at E-da Asia Plaza |
January 28, 2014 ~ November 12, 2020 |
5,749,569 | 5,251,984 | New Spring Construction Corp., Taiwan Cement Corporation, Yieh Hsing Enterprise Co., Ltd. and Yieh Phui Enterprise Co., Ltd. Union Engineering Co., Ltd. Teco Electric & Machinery Co., Ltd., Hsin.Kao Gas Co,. Ltd. etc. |
Related party in substance, Parent company, ultimate parent company |
- | - | - | - | Determined at prices agreed on by both parties upon negotiation or through price comparison with reference to appraisal reports issued by professional appraisal institutions |
To build a boutique shopping mall |
None |
| Great Emperor Hotel Co., Ltd. |
6,394,040 | 5,539,852 | For development of an international hotel |
Note: Transactions between the aforesaid subsidiaries and the parent company are eliminated.
-257-
TABLE 6
Yieh Phui Enterprise Co., Ltd. and Subsidiaries Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital For The Year Ended December 31, 2020
| Unit: Thousands of NT Dollars | Unit: Thousands of NT Dollars | Unit: Thousands of NT Dollars | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Real estate disposed by |
Real estate | Transaction date or date of the event |
Acquisition date |
Carrying value |
Transaction amount(Note 2) |
Status of collection of proceeds |
Gain (loss) on disposal |
Counterparty | Relationship with the seller |
Reason for disposal |
Price reference |
Other terms |
| Yieh Phui Enterprise Co., Ltd. |
No.0001,-0002、No.0001- 0041、No.0001-0040, Pingbei Section, Jiadong Township, |
May 6, 2020 | June 6 ,2006 | 219,007 | 606,873 | Fully recovery |
387,866 | Zhaoyuneng Technology Co., Ltd. |
- | Enrich the working capital of the company |
Euro-Asia Asset Evaluation Group |
None |
| No.0001- 0030, Pingbei Section, Jiadong Township |
August 21,2019 |
June 6 ,2006 | 49,958 | 171,978 | Fully recovery |
122,020 | Daheng Resources Technology Co., Ltd. |
- | Enrich the working capital of the company |
Euro-Asia Asset Evaluation Group |
None | |
| No.0001- 0021, Pingbei Section, Jiadong Township |
May 6, 2020 | 67,882 | 209,658 | 141,776 | ||||||||
| No.0001-0027, Pingnan Section, Fangliao Township |
December 1,2020 |
June 6 ,2006 | 159,832 | 699,634 | 70,000 | (Note1) | Shenfeng Special Application Materials Co., Ltd. |
- | Enrich the working capital of the company |
Evermore Valuation Real Estate Appraisal Firm |
None |
(Note 1): As of December 31, 2020, the transfer has not been completed, Please refer to Note 6.8 and Note 9.10.
(Note 2): The amount of the contract price without tax minus the necessary fee.
-258-
TABLE 7
Yieh Phui Enterprise Co., Ltd. and Subsidiaries Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital For The Year Ended December 31, 2020
| Unit: Thousands of NT Dollars/Foreign Currency | Unit: Thousands of NT Dollars/Foreign Currency | Unit: Thousands of NT Dollars/Foreign Currency | Unit: Thousands of NT Dollars/Foreign Currency | Unit: Thousands of NT Dollars/Foreign Currency | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchaser/ seller |
Counterparty | Relationship with the counterparty |
**Transaction ** | Differences in transaction terms compared to third party transactions |
Notes/accounts receivable (payable) | Note | |||||
| Purchases (sales) |
Amount | Percentage of total purchases (sales) |
Credit term |
Unitprice | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| Yieh Phui Enterprise Co., Ltd. |
Yieh Hong Enterprise Co., Ltd. |
Related party in substance |
Purchases | T/T or Sight L/C before goods acceptance. |
- | - | - | - | - | ||
| 3,273,609 | 19.52% | ||||||||||
| Yieh United Steel Corporation |
An investee accounted for using equity method |
Sales | Galvanized steel coils; payment periods were within one to two months. carbon steel: payment term is monthly, and closes in 15 days. Project is contractuallyagreed |
- |
- | 19,261 | 1.44% | Accounts receivable | |||
| 183,665 | 0.88% | 5,557 | 19.92% | Note receivable | |||||||
| Yieh Corporation Limited |
Related party in substance |
Sales | 1-2 months | - | - | 988 | 0.07% | Accounts receivable | |||
| 886,253 | 4.23% | ||||||||||
| Asiazone Co., Limited | An investee accounted for using equitymethod |
Sales | 1-2 months | - | - | 154,046 | 11.48% | Accounts receivable | |||
| 1,017,050 | 4.86% | ||||||||||
| Shin Yang Steel Co., Ltd. |
Subsidiary of the Company |
Sales | 731,972 | 3.50% | 1-2 months | - | - | 46,715 | 3.48% | Accounts receivable | |
| New Spring Construction Corp. |
Related party in substance |
Sales | 471,629 | 2.25% | Pursuant to the agreement |
- | - | - | - | - | |
| Shin Phui Steel Corporation |
Subsidiary of the Company |
Sales | 224,504 | 1.07% | 1-2 months | - | - | 13,821 | 1.03% | Accounts receivable |
-259-
| Purchaser/ **seller ** |
Counterparty | Relationship with the counterparty |
Transaction | Transaction | Differences in transaction terms compared to third party transactions |
Differences in transaction terms compared to third party transactions |
Notes/accounts receivable(payable) | Notes/accounts receivable(payable) | Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (sales) |
Amount | Percentage of total purchases (sales) |
Credit term |
Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| Shin Yang Steel Co., Ltd. |
Yieh Hong Enterprise Co., Ltd. |
Related party in substance |
Purchases | 215,664 | 13.27% | T/T or Sight L/C before goods acceptance. |
- | - | - | - | - |
| Yieh Phui (Hong Kong) Holdings Limited |
Yieh United Steel Corporation |
An investee of the Parent Company under equity method. |
Sales | 215,565 (USD 7,292) |
100.00% | The agreed period is 3 months, but a grace period may be granted by mutual agreement. |
- | - | - | - | - |
| Yieh Phui (China) Technomaterial Co., Ltd. |
Tianjin Lianfa Precision Steel Corporation |
Subsidiaries | Sales | 1,390,254 (RMB 324,612) |
5.33% | 1-2 months | - | - | 143,566 (RMB 32,892) |
31.70% | Accounts receivable |
| Asiazone Co., Limited |
An investee of the Parent Company under equity method. |
Sales | 174,207 (USD 5,864) |
0.66% | 1-2 months | - | - | 5,026 (USD 176) |
1.11% | Accounts receivable |
|
| Yieh Hsing Enterprise Co., Ltd. |
Yieh United Steel Corporation |
An investee accounted for using equity method |
Purchases | 3,506,331 | 75.27% | T/T or Sight L/C before goods acceptance. |
- | - | - | - | - |
Note: Transactions between the aforesaid subsidiaries and the parent company are eliminated.
-260-
TABLE 8
Yieh Phui Enterprise Co., Ltd. and Subsidiaries Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital For The Year Ended December 31, 2020
| Unit: Thousands of NT Dollars/Foreign Currency | Unit: Thousands of NT Dollars/Foreign Currency | Unit: Thousands of NT Dollars/Foreign Currency | Unit: Thousands of NT Dollars/Foreign Currency | |||||
|---|---|---|---|---|---|---|---|---|
| Creditor | Counterparty | Relationship with the counterparty |
Ending balance | Turnover rate | Overdue | receivables | Amount collected subsequent to the end of the reporting period (Note 2) |
Allowance for doubtful accounts |
| Amount | Action taken |
|||||||
| Yieh Phui Enterprise Co.,Ltd. |
Asiazone Co., Limited |
Affiliated enterprises | 154,046 | 6.29 |
- | - | 154,046 | - |
| Yieh Phui (Hong Kong) Holdings Limited |
Yieh Phui (China) Technomaterial Co., Ltd. |
Subsidiaries | 2,258,176 (RMB 6,930) (USD 73,733) (EUR 3,655) |
(Note 1) |
- | - | - | - |
| Shin Yang Steel Co., Ltd. |
Yieh Phui (Hong Kong) Holdings Limited |
Fellow subsidiary | 176,576 (USD 6,200) |
(Note 1) |
- | - | - | - |
| Yieh Phui (China) Technomaterial Co., Ltd. |
Tianjin Lianfa Precision Steel Corporation |
Subsidiaries | 109,120 (RMB 25,000) |
(Note 1) |
- | - | - | - |
| 143,566 (RMB 32,892) |
8.29 |
- | - | RMB 32,892 | - |
(Note 1): These are accounts receivable financing, on which the calculation of turnover doesn’t apply. (Note 2): Amounts received as of March 24, 2021.
(Note 3): Transactions between the aforesaid subsidiaries and the parent company have been written off.
-261-
TABLE 9
Yieh Phui Enterprise Co., Ltd. and Subsidiaries Intercompany Relationship and Significant Intercompany Transactions For The Year Ended December 31, 2020
Individual transactions not exceeding NT$50,000 thousand are not disclosed. Transactions disclosed in assets or revenue will not be disclosed in the opposite transaction.
Unit: Thousands of NT Dollars/Foreign Currency
| Number (Note 1) |
Company name | Counterparty | Relationship (Note 2) |
Transaction | Transaction | ||
|---|---|---|---|---|---|---|---|
| Account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets(Note 3) |
||||
| 0 | Yieh Phui Enterprise | Shin Phui Steel Corporation | 1 | Right-of-use asset | 70,700 | - |
0.08% |
| Sales revenue | 224,504 | - |
0.41% | ||||
| Shin Yang Steel Co., Ltd. | 1 | Sales revenue | 731,972 | - |
1.32% | ||
| 1 | Shin Yang Steel Co., Ltd. |
Yieh Phui (Hong Kong) Holdings Limited |
3 | Other receivables | 176,576 | - |
0.21% |
| 2 | Yieh Phui (Hong Kong) Holdings Limited |
Yieh Phui (China) Technomaterial Co., Ltd. |
1 | Long-term receivables | 2,258,176 | - |
2.69% |
| (RMB 6,930) | |||||||
| (USD 73,733) | |||||||
| (EUR 3,655) | |||||||
| 3 | Yieh Phui (China) Technomaterial Co., Ltd. |
Tianjin Lianfa Precision Steel Corporation |
1 |
Sales revenue | 1,390,524 | - | 2.51% |
| (RMB 324,612) | |||||||
| Accounts receivable | 143,566 (RMB 32,892) |
- | 0.17% | ||||
| Long-term receivables | 109,120 (RMB 25,000) |
- | 0.13% | ||||
| 4 | APPLIED WIRELESS IDENTIFICATIONS |
Yieh Phui (Hong Kong) Holdings Limited |
3 | Long-term receivables | 62,656 (USD 2,200) |
- | 0.07% |
-262-
-
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: Transactions between the aforesaid subsidiaries and the parent company have been written off.
-263-
TABLE 10
Yieh Phui Enterprise Co., Ltd. and Subsidiaries Information on Investees For The Year Ended December 31, 2020)
| Unit: Thousands of NT | Unit: Thousands of NT | Dollar/ Foreign Currency | Dollar/ Foreign Currency | Dollar/ Foreign Currency | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor | Investee | Location | Main business activities | Initial investment amount | Shares | held as the period-end | Net Income (Loss) of the Investee |
Share of Profit/Loss of Investee |
Note | ||
| December 31, 2020 |
December 31, 2019 |
Shares (in thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Yieh Phui Enterprise Co., Ltd. |
Yieh Phui (Hong Kong) Holdings Limited |
Hong Kong | Investment | 7,455,887 | 7,455,887 |
233,500 |
100% |
9,502,034 |
958,220 |
958,220 |
|
| Champion Logistic Inc. | Samoa | Investment | 118,287 | 504,629 |
90 |
89.66% |
4,772 |
2,537 |
2,275 |
||
| Eliter International Corp. | Kaohsiung City | Construction of buildings |
2,833,595 | 2,833,595 |
283,584 |
32.84% |
2,650,801 |
(66,028) |
(21,686) | ||
| Yieh Hsing Enterprise Co., Ltd. | Kaohsiung City | Wire rods trading | 2,261,296 | 2,252,564 |
304,654 |
57.41% |
971,579 |
(470,091) |
(258,106) | ||
| Tangeng Iron Works Co., Ltd. | Kaohsiung City | Steel trading | 1,453,572 | 1,453,572 |
39,553 |
11.30% |
1,154,704 |
(665,673) |
(75,227) | ||
| E-Da Development Corp. | Kaohsiung City | Leisure development | 2,096,196 | 2,096,196 |
209,619 |
28.44% |
1,116,484 |
(322,389) |
(91,695) | ||
| United Brightening Development Corp. |
Kaohsiung City | Technical consultation for steel products manufacturing |
1,815,593 | 1,836,383 |
150,893 |
95.56% |
1,445,019 |
(130,697) |
(124,897) | ||
| Shin Yang Steel Co., Ltd. | Kaohsiung City | Steel products related business |
870,000 | 870,000 |
87,696 |
100% |
834,458 |
(84,845) |
(84,353) | ||
| Yieh Mau Corp. | Kaohsiung City | Trading & manufacturing |
422,605 | 422,605 |
52,658 |
23% |
699,843 |
124,369 |
28,599 |
||
| Kuo Chang Enterprise Co., Ltd. | Kaohsiung City | Wholesale of hardware | 1,356,261 | 1,287,428 |
107,370 |
99.04% |
1,062,054 |
(87,756) |
(86,914) | ||
| Asiazone Co., Limited | Hong Kong | Steel trading | 595,424 | 595,424 |
15,090 |
32.80% |
637,907 |
66,148 |
21,699 |
||
| Shin Phui Steel Corporation | Kaohsiung City | Trading of steel products | 214,236 | 185,736 |
23,917 |
100% |
252,846 |
5,272 |
6,378 |
||
| Sin Bang Investment & Development Co.,Ltd. |
Kaohsiung City | Investment | 284,709 | 265,809 |
21,203 |
100% |
232,955 |
(13,968) |
(13,968) |
-264-
| Investor | Investee | Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as theperiod-end | Shares held as theperiod-end | Shares held as theperiod-end | Net Income (Loss) of the Investee |
Share of Profit/Loss of Investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Shares (in thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Yieh Phui Enterprise Co., Ltd. |
EMMT Systems Corporation | Taichung City | Manufacturing and marketing of military specification printed circuit boards |
310,347 | 308,076 |
40,033 |
78.51% |
529,305 |
131,458 |
102,995 |
|
| Good Honor Holdings Ltd. | British Virgin Islands |
Investment | 14,723 | 14,723 |
46 |
100% |
3,901 |
30 |
30 |
||
| Gen-Wan Technology Corp. | Kaohsiung City | Telecommunication | 148,610 | 148,610 |
3,293 |
86.99% |
44,511 |
9,656 |
8,400 |
||
| Cheng Shin Security Co., Ltd. | Kaohsiung City | Security | 14,000 | 14,000 |
1,400 |
35% |
9,598 |
(8,943) |
(3,130) | ||
| E-Da Bus Transportation Co., Ltd. |
Kaohsiung City | Bus transportation | 49,755 | 49,755 |
1,845 |
17.09% |
684 |
(53,017) |
(9,058) | ||
| E-DA Tour Bus Co., Ltd. | Kaohsiung City | Bus transportation | 20,900 | 20,900 |
1,349 |
19% |
13,108 |
(1,419) |
(270) | ||
| Worthing Honor Holdings Ltd. | British Virgin Islands |
Investment | 6,672 | 6,672 |
100 |
100% |
2,629 |
3 |
3 |
||
| E United Japan Co., Ltd. | Japan | Steel trading | 8,027 | 8,027 |
- |
47% | 4,147 |
602 |
283 |
||
| Skylark Hot Spring & Resort Corp. |
Kaohsiung City | Hotel industry | 11,700 | 11,700 |
1,170 |
14.63% |
- |
(1,714) | - | ||
| E-Da Entertainment Co., Ltd. | Kaohsiung City | Entertainment industry | 74,100 | 74,100 |
7,410 |
19% |
57,924 |
(954) |
(181) | ||
| Li Hui Development Co., Ltd. | Kaohsiung City | Investment | 321,216 | 321,216 |
64,045 |
44.56% |
310,169 |
(1,935) |
(862) | (Note 1) | |
| Ji Chang Enterprise Co., Ltd. | Kaohsiung City | Investment | 5,050 | 5,050 |
1,042 |
45% |
4,692 |
(113) |
(51) | (Note 1) | |
| Yieh United Steel Corporation | Kaohsiung City | Steel products related businesses |
5,023,625 | 4,995,078 |
676,661 |
25.82% |
2,653,964 |
(1,877,471) |
(500,363) | (Note 1) | |
| Hong Yuh Assets Management Co.,Ltd. |
Kaohsiung City | Management service | 1,167,200 | 1,167,200 |
119,920 |
80% |
426,085 |
(118,128) |
(94,502) |
-265-
| Investor | Investee | Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as the period-end | Shares held as the period-end | Shares held as the period-end | Net Income (Loss) of the Investee |
Share of Profit/Loss of Investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
December 31, 2020 |
December 31, 2019 |
Shares (in thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Yieh Phui Enterprise ~~C~~o., Ltd. |
E-Da Visual Effects Company Limited. |
Kaohsiung City | Entertainment industry | 10,393 | 10,393 |
1,470 |
49% |
- |
(8,342) | - | |
| Lian So(H.K) Co., Limited | Hong Kong | Investment | 507,342 | 507,342 |
16,560 |
80% |
289,013 |
(51,082) |
(40,865) | ||
| E-Da Health Biotechnology Co., Ltd. |
Kaohsiung City | Manufacturer of food additives |
3,800 | 3,800 |
380 |
19% |
3,691 |
(68) |
(13) | ||
| Yieh Phui America Inc. | U.S. | Trading of steel products |
292 | 292 |
1 |
100% |
66,156 |
16,125 |
16,125 |
||
| Great Emperor Hotel Co., Ltd. | Kaohsiung City | Hotel industry | 2,595,600 | 1,514,100 |
252,000 |
54.55% |
2,491,930 |
(42,689) |
(20,743) | ||
| Prepayment for stock subscription - Great Emperor Hotel Co., Ltd. |
Kaohsiung City | Hotel industry | - | 133,597 | - |
- | - | - | - | ||
| Kings Garden International Co., Ltd. |
Kaohsiung City | Leasing, sales, and development of residential and commercial buildings, department stores |
2,193,900 | 2,121,800 |
213,000 |
50.12% |
2,087,966 |
(37,389) |
(18,694) | ||
| Prepayment for stock subscription -Great Emperor Hotel Co., Ltd. |
Kaohsiung City | Leasing, sales, and development of residential and commercial buildings, department stores |
209,066 | - |
- | - | 209,066 | - |
- | ||
| Total | 34,473,979 | 33,496,259 |
- |
- | 29,773,995 | (2,730,291) |
(300,571) | ||||
| Shin Phui Steel Corporation |
Groupco Technology Inc. | Taichung City | RADIO | 37,492 | 37,492 |
3,830 |
42.53% |
3,933 |
50 |
21 | |
| Yieh United Steel Corporation |
Kaohsiung City | Steel products related businesses |
24,562 | 24,562 |
3,178 |
0.12% |
12,356 |
(1,877,471) |
(2,063) | (Note 1) | |
| Great Emperor Hotel Co., Ltd. | Kaohsiung City | Hotel industry | 515 | 515 |
50 |
0.01% |
494 |
(42,689) |
(5) | ||
| Kings Garden International Co., Ltd. |
Kaohsiung City | Leasing, sales, and development of residential and commercial buildings, department stores |
515 | 515 |
50 |
0.01% |
490 |
(37,389) |
(4) |
-266-
| Investor | Investee | Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as the period-end | Shares held as the period-end | Shares held as the period-end | Net Income (Loss) of the Investee |
Share of Profit/Loss of Investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December31, 2020 |
December 31, 2019 |
Shares (in thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Gen-Wan Technology Corp. |
EMMT Systems Corporation |
Taichung City | Manufacturing and marketing of military specification printed circuit boards |
27,630 | 27,630 |
3,814 |
7.48% |
50,422 |
131,458 |
9,832 | |
| EMMT Systems ~~C~~orporation |
Groupco Technology Inc. | Taichung City | RADIO | 45,000 | 45,000 |
4,500 |
49.97% |
4,621 |
50 |
25 | |
| Applied Wireless Identifications Group, Inc. |
San Francisco, US |
RFID | 242,545 | 242,545 |
40,488 |
91.47% |
208,035 |
27,841 |
25,466 | ||
| UniPattern Corporation | Taipei City | Manufacturing of computer and peripherals |
54,960 | 54,960 |
5,200 |
43.33% |
59,889 |
16,344 |
7,082 | ||
| Applied Wireless Identifications Group, Inc. |
AWID Asia Co., Ltd. | Kaohsiung City | Telecommunications equipment wholesale |
71,456 | 75,220 | 3,030 | 100.00% |
19,044 |
1,058 |
1,058 | |
| Shin Yang Steel Co., Ltd. |
Yieh United Steel Corporation |
Kaohsiung City | Steel products related businesses |
17,385 | 17,385 |
2,195 |
0.08% |
8,536 |
(1,877,471) |
(1,427) | (Note 1) |
| Sin Bang Investment & Development Co., Ltd. |
Tangeng Iron Works Co., Ltd. | Kaohsiung City | Steel trading | 265,482 | 265,482 |
7,224 |
2.07% |
210,896 |
(665,673) |
(13,740) | |
| Kuo Chang Enterprise Co., Ltd. |
Yieh United Steel Corporation |
Kaohsiung City | Steel products related businesses |
439,197 | 439,197 |
56,817 |
2.17% |
220,949 |
(1,877,471) |
(36,886) | (Note 1) |
| Eliter International Corp. | Kaohsiung City | Construction of buildings | 219,977 | 219,977 |
21,558 |
2.50% |
201,556 |
(66,028) |
(1,649) | ||
| Tangeng Iron Works Co., Ltd. |
Kaohsiung City | Steel trading | 786,714 | 786,714 |
21,328 |
6.09% |
921,017 |
(665,673) |
(40,564) | ||
| United Brightening Development Corp. |
Chao Ying Investment Development Co., Ltd. |
Kaohsiung City | Investment | 341,992 | 341,992 |
30,400 |
100.00% |
261,132 |
(17,077) |
(17,077) | |
| Yieh United Steel Corporation |
Kaohsiung City | Steel products related businesses |
449,508 | 449,508 |
58,151 |
2.22% |
226,136 |
(1,877,471) |
(37,751) | (Note 1) | |
| Champion Logistic Inc. | Samoa | Investment | 4,798 | 49,376 |
10 |
10.34% |
551 |
2,537 |
262 |
-267-
| Investor | Investee | Location | Main business activities | Initial investment amount | Initial investment amount | Shares | held as the period-end | held as the period-end | Net Income (Loss) of the Investee |
Share of Profit/Loss of Investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Shares (in thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| United Brightening Development Corp. |
Tangeng Iron Works Co., Ltd. | Kaohsiung City | Steel trading | 1,177,838 | 1,177,838 |
32,050 |
9.16% |
1,363,948 |
(665,673) |
(60,957) | |
| Eliter International Corp. | Kaohsiung City | Construction of buildings | 70,393 | 70,393 |
6,898 |
0.80% |
64,506 |
(66,028) |
(528) | ||
| Chao Ying Investment Development Co.,Ltd. |
Tangeng Iron Works Co., Ltd. | Kaohsiung City | Steel trading | 336,957 | 336,957 |
8,898 |
2.54% |
259,767 |
(665,673) |
(16,923) | |
| Hong Yuh Assets Management Co., Ltd. |
Lien-Hsin Steel Co., Ltd. | Indonesia | Metal manufacturing industry |
514,670 | 514,670 |
1,640 |
47.88% |
303,216 |
(84,766) |
(40,589) | |
| Prepayment of stock subscription- Lien-Hsin Steel Co.,Ltd. |
Indonesia | Metal manufacturing industry |
55,440 | - |
- | - | 55,440 | - |
- | ||
| Lien-Sheng Steel Co., Ltd. | Indonesia | Metal manufacturing industry |
1,633 | 1,633 |
0.05 |
10.00% |
436 |
(1,926) |
(193) | ||
| Lien-Hung Mining Co., Ltd. | Indonesia | Nickle mining | 100,303 | 100,303 |
3,787 |
19.00% |
63,985 |
(42,105) |
(8,000) | ||
| Prepayment of stock subscription - Lien-Hung Mining Co.,Ltd. |
Indonesia | Nickle mining | 7,367 | - |
- | - | 7,367 | - |
- | ||
| Lien-Heng Mining Co., Ltd. | Indonesia | Nickle mining | 9,371 | 9,371 |
381 |
75.00% |
(28,583) |
(5,371) | (4,028) | ||
| Prepayment of stock subscription - Lien Heng Mining Co.,Ltd. |
Indonesia | Nickle mining | 69,365 | 69,365 |
- |
- | 69,365 | - |
- | ||
| Asiamax Mining Indonesia | Indonesia | Nickle mining | 89,386 | 89,386 |
55 |
100.00% |
48,337 |
(22,429) |
(22,429) | ||
| Lian So (H.K) Co., Limited |
Lien-Sheng Steel Co., Ltd. | Indonesia | Metal manufacturing industry |
12,816 | 13,491 |
0.45 |
90.00% |
3,926 |
(1,926) |
(1,733) | |
| Lian Yang (Hong Kong) Trading Limited |
Hong Kong | Trading business | 2,848 | 2,998 |
100 |
100.00% |
13,263 |
(991) |
(991) | ||
| Lien-Hsin Steel Co., Ltd. | Indonesia | Metal manufacturing industry |
508,368 | 535,143 | 1,785 |
52.12% |
330,024 |
(84,766) |
(44,177) |
-268-
| Investor | Investee | Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as the period-end | Shares held as the period-end | Shares held as the period-end | Net Income (Loss) of the Investee |
Share of Profit/Loss of Investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Shares (in thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Lien-Hsin steel Co., Ltd. |
Lien-Hung Mining Co., Ltd. |
Indonesia | Nickle mining | 429,574 | 442,565 |
16,142 |
81.00% |
260,827 |
(42,105) |
(34,105) | |
| Prepayment of stock subscription - Lien-Hung MiningCo.,Ltd. |
Indonesia | Nickle mining | 72,393 | - |
- | - | 72,393 | - |
- | ||
| Lien-Heng Mining Co., Ltd. | Indonesia | Nickle mining | 20,267 | 20,506 |
127 |
25.00% |
(9,528) |
(5,371) | (1,343) | ||
| Yieh Hsing Enterprise Co., Ltd. |
Great Emperor Hotel Co., Ltd. | Kaohsiung City | Hotel industry | 2,099,500 | 2,099,500 |
209,950 |
45.44% |
2,076,113 |
(42,689) |
(22,079) | |
| Kings Garden International Co., Ltd. |
Kaohsiung City | Leasing, sales, and development of residential and commercial buildings, department stores |
2,119,500 | 2,119,500 |
211,950 |
49.87% |
2,077,673 |
(37,389) |
(18,690) | ||
| United Winner Metals L.P | Virginia, US | Scrap steel recycling | 107,334 | 107,334 |
- |
33.75% | 91,738 |
13,269 |
4,479 | ||
| Cheng Shin Security Co., Ltd. | Kaohsiung City | Security | 4,000 | 4,000 |
400 |
10.00% |
2,742 |
(8,943) |
(895) | ||
| Eliter International Corp. | Kaohsiung City | Construction of buildings | 639,772 | 639,772 |
64,043 |
7.42% |
598,851 |
(66,028) |
(4,897) | ||
| E-Da Development Corp. | Kaohsiung City | Leisure development | 437,915 | 437,915 |
43,791 |
5.94% |
234,844 |
(322,389) |
(19,156) | ||
| Yieh United Steel Corporation |
Kaohsiung City | Steel products related business |
20,204 | 20,204 |
2,542 |
0.10% |
9,887 |
(1,877,471) |
(1,650) | (Note 1) | |
| E-Da Health Biotechnology Co., Ltd. |
Kaohsiung City | Manufacturer of food additives |
3,800 | 3,800 |
380 |
19.00% |
3,691 |
(68) |
(13) |
-269-
| Investor | Investee | Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as the period-end | Shares held as the period-end | Shares held as the period-end | Net Income (Loss) of the Investee |
Share of Profit/Loss of Investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Shares (in thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Kings Garden International Co., Ltd. |
Yi Hua International Co., Ltd | Kaohsiung City | Leasing, selling and development of residential and commercial buildings |
7,000 | 7,000 | 1,169 | 70.00% | 16,100 |
5,502 | 3,851 | |
| Hua Li International Co., Ltd. | Kaohsiung City | Daily necessities, cosmetics wholesaler |
60,000 | 60,000 |
6,000 |
100.00% |
46,402 |
(12,783) |
(12,783) | ||
| E-Mau Development Co., Ltd. | Kaohsiung City | Department stores, amusement parks, and hotel industry |
27,520 | - |
2,752 | 12.80% |
27,494 |
(204) |
(26) | ||
| Great Emperor Hotel Co., Ltd. |
E-Mau Development Co., Ltd. |
Kaohsiung City | Department stores, amusement parks, and hotel industry |
27,520 | - |
2,752 | 12.80% |
27,494 |
(204) |
(26) |
(Note 1): Due to cross ownership and the adoption of equity method between the Company and Yieh United Steel Corporation, investment gain/loss is accounted for using the treasury stock approach. Thus, the income/loss of investee for the period excludes gain/loss accounted for using equity method by Yieh United Steel Corporation in relation to the Company.
(Note 2): Transactions between the aforesaid subsidiaries and the parent company are eliminated.
-270-
TABLE 11
Yieh Phui Enterprise Co., Ltd. and Subsidiaries Information on Investment in Mainland China For The Year Ended December 31, 2020
Unit: Thousands of NT Dollar/ Foreign Currency
| Name of | Investee in Mainland China |
Main business activities |
Total Amount of Paid-inCapital |
Investment method (Note 1) |
Accumulated Outflow of Investment from Taiwan as of January 1, 2020 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of the Investee |
Ownership held by the Company (direct or indirect) (%) |
Share of Profit/Loss (Note 2) |
Carrying Amount as of December 31, 2020 |
Accumulated Inward Remittance of Earnings as of December 31, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | ||||||||||||
| **Investor ** | |||||||||||||
| Yieh Phui Enterprise Co., Ltd. |
Yieh Phui (China) Techno material Co., Ltd. |
Manufacturing and marketing of pickled, cold rolled, galvanized and pre-painted steel coils |
6,726,976 (USD 236,200) (Note 6) |
(2) a | 6,650,080 (USD 233,500) |
- |
- | 6,650,080 (USD 233,500 |
988,624 | 100% | 988,624 (2) 2 |
9,555,471 | - |
| Changshou ChangHuei Trading Co. |
Trading of steel products |
43,648 (RMB 10,000) |
(2) a (Note 4) |
- | - | - | - | 490 | 100% | 490 (2) 3 |
46.307 | - | |
| Tianjin Lianfa Precision Steel Corporation |
Manufacturing and marketing of special highgrade alloy |
384,480 (USD 13,500) |
(2) a (Note 5) |
- | - | - | - | 384 | 100% | 384 (2) 2 |
135.919 | - | |
| AWID Asia Co., Ltd. |
AWID Sanghai Co., Ltd. (Note 7) |
Telecommunications equipment wholesale |
19,936 (USD 700) |
(1) | 19,936 (USD 700) |
- |
19,936 (USD 700) |
- |
152 | 100% | 152 (2) 3 |
- | - |
| AWID Changshou Co., Ltd. | Telecommunications equipment wholesale |
8,544 (USD 300) |
(1) | 8,544 (USD 300) |
- |
- | 8,544 (USD 300) |
(799) | 100% | (799) (2) 2 |
2,753 | - |
| Investee in Mainland China |
Accumulated Investment in Mainland China as of December 31, 2020 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|
|---|---|---|---|---|
| **Investor ** | ||||
| Yieh Phui Enterprise Co., Ltd. | Yieh Phui (China) Technomaterial Co., Ltd. | 6,650,080 (USD 233,500) | 6,726,976 (USD 236,200) |
15,881,527 |
| AWID Asia Co., Ltd. | AWID Sanghai Co., Ltd. | - | - | - |
| AWID Changshou Co., Ltd. | 8,544 (USD 300) | 8,544 (USD 300) |
80,000 |
-271-
-
(Note 1): Investment methods are classified into the following three categories.
-
(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. a. Yieh Phui (Hong Kong) Holdings Limited
-
(3) Others
-
-
(Note 2): Investment gain or loss recognized in the current period:
-
(1) Please specify if it is in the preparation stage without any investment gains or losses generated.
-
(2) Recognition basis of investment profit or loss is categorized into three types, which shall be identified.
-
Financial statements audited and certified by the international CPA firms that cooperates with ROC CPA firms.
-
Financial statements reviewed, or audited and certified by the CPA firm of the parent company in Taiwan. 3. Others
-
-
-
(Note 3): The figures in the Table shall be expressed in New Taiwan Dollars. Carrying amount at the end of the period is converted using the exchange rate on the reporting date (USD:NTD 1: 28.48; RMB: NTD 1: 4.3648). Investment gain or loss recognized in the current period is converted using the average exchange rate in from January 1 to December 31, 2020 (USD: NTD 1: 29.5604; RMB: NTD 1: 4.2840).
-
(Note 4): Yieh Phui (China) Technomaterial Co., Ltd. invests in Changshou ChangHuei Trading Co. with equity funds of RMB 10 million. As of December 31, 2020, accumulated investment amounted to RMB 10 million.
-
(Note 5): The Company originally holds 100% of Tianjin Lianfa Precision Steel Corporation Beneficiary (paid-in capital equals USD 13,500 thousand) through its holding in Hsing Jui Investments Limited. It transfered its ownership to Yieh Phui (China) Technomaterial Co., Ltd. at RMB 20,000 thousand in July 2015. The said proceed, net of tax, of RMB 19,990 thousand (equivalent to USD 3,213 thousand) has been transferred back to the Company’s account in Taiwan.
-
(Note 6): Yieh Phui (China) Technomaterial Co., Ltd. recapitalized its retained earnings of USD 2,700 thousand in April 2016.
-
(Note 7): AWID Sanghai Co., Ltd. was liquidated in July 2020.
-
(Note 8): Investment in Changshu Chief Leading Edge Construction Materials Co., Ltd. was completely sold in February 2013. Investment amount and earnings were received. Investment in Jiangsu J & Y Engineering Co., Ltd. was liquidated in 2012. Thus:
-
(1) Accumulated investment of NT$ 498,539 thousand by investees in China that were disposed of.
-
(2) Investment gains received from China investees that were disposed: NT$ 69,518 thousand.
-
-
(2) Significant transactions between the Company and investees in Mainland China during January 1 and December 31, 2020, directly or indirectly through the third area are as follows:
-
Significant transactions between the Company and investees in China: Table 7 attached ~ Table 8 attached in Note 13.
-
Financing between the Company and investees in China: Table 1 attached in Note 13.
-
Endorsement and guarantee provided by the Company for investees in China: Table 2 attached in Note 13.
-272-
TABLE 12
Yieh Phui Enterprise Co., Ltd. and Subsidiaries Information of Major Shareholders December 31, 2020
| Name of major shareholder | Number of shares | Percentage of ownership (%) |
|---|---|---|
| Yieh United Steel Corporation | 302,105,336 | 15.97% |
| Weiqiao Investment Development Co., Ltd. | 205,719,551 | 10.88% |
| Wei Hong Investment Development Co., Ltd. | 100,188,532 | 5.29% |
Note: The information of major shareholders is based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (included treasury shares) by the Company as of December 31, 2020. The share capital in consolidated financial report may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
-273-
14. Segment Information
(1)General information
For the purpose of management, the Group separates its operations based on business unit and has four reportable segments as below:
-
Business Unit Yieh Phui: Primarily engaging in manufacturing and marketing of coated steel and manufacturing and installation of crane.
-
Business Unit Yieh Hsing: Primarily engaging in manufacturing and marketing of steel pipe, steel sheet, and wire rods.
-
Business Unit Yieh Phui (China, including Yieh Phui Hong Kong): Primarily engaging in manufacturing and marketing of coated steel.
-
Other business units: Primarily engaging in manufacturing and marketing of steel, iron, and military supplies, wholesale of telecommunication equipment, and investment business.
(2) Measurement basis
Management monitors the operation results of its segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss before tax and is measured consistently with profit or loss before tax in the consolidated financial statements. Furthermore, because the information of assets and liabilities is not reported to the chief operating decision maker for operation decision making, segment assets and liabilities are not disclosed. The accounting policies for reportable segments are the same as Group’s accounting policies described in Note 2.
(3) Segment information details:
-274-
| Year 2020 Sales from external customers Sales among intersegments Total sales Operating income (loss) Non-operating income and expenses Loss before income tax Income tax benefit Net loss Total assets Total liabilities Year 2019 Sales from external customers Sales among intersegments Total sales Operating income (loss) Non-operating income and expenses Loss before income tax Income tax benefit Net loss Total assets Total liabilities |
Business Unit Yieh Phui $19,990,323 970,859 $20,961,182 $390,938 Business Unit Yieh Phui $23,892,475 1,138,427 $25,030,902 $(519,522) |
Business Unit Yieh Hsing $5,589,791 - $5,589,791 $(321,838) Business Unit Yieh Hsing $6,552,804 - $6,552,804 $(477,681) |
Business Unit Yieh Phui(China) $24,939,377 1,390,254 $26,329,631 $1,228,376 Business Unit Yieh Phui(China) $23,326,516 1,421,521 $24,748,037 $138,186 |
All other business units $4,950,243 86,062 $5,036,305 $(167,409) All other business units $6,063,079 452,295 $6,515,374 $(37,165) |
Elimination $(47,939) (2,447,175) $(2,495,114) $3,019 Elimination $(147,277) (3,012,243) $(3,159,520) $989 |
Total |
|---|---|---|---|---|---|---|
| $55,421,795 - |
||||||
| $55,421,795 | ||||||
| $1,133,086 (550,296) |
||||||
| $582,790 (65,202) |
||||||
| $517,588 | ||||||
| $84,032,370 | ||||||
| $56,201,256 | ||||||
| Total | ||||||
| $59,687,597 - |
||||||
| $59,687,597 | ||||||
| $(895,193) (1,090,273) |
||||||
| $(1,985,466) 285,181 |
||||||
| $(1,700,285) | ||||||
| $83,752,862 | ||||||
| $56,302,942 |
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(4) Information on product and service:
Revenue derived from main goods and services provided by the Company’s continuing operations are classified by business segment. Please refer to disclosure of revenue by business segment.
(5) Geographical information:
| Geographical information: | ||
|---|---|---|
| Area Sales from external customers: Taiwan US Asia Europe Others Total Area Non-current assets: Taiwan China Others Total |
Year Ended December 31 | |
| 2020 2019 $15,667,333 $18,261,199 4,759,271 5,767,800 30,689,670 28,877,668 4,270,816 6,672,707 34,705 110,223 $55,421,795 $59,689,597 Year Ended December 31 |
2019 | |
| $18,261,199 5,767,800 28,877,668 6,672,707 110,223 |
||
| $59,689,597 | ||
| 2020 $45,021,757 15,307,015 750,018 $61,078,790 |
2019 | |
| $43,076,902 15,449,795 873,472 |
||
| $59,400,169 |
(6) Major customer information: No customer has reached the disclosure standard.
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V. Parent Company Only Financial Statement for the Most Recent Fiscal Year
==> picture [101 x 30] intentionally omitted <==
國富浩華聯合會計師事務所 Crowe (TW) CPAs 80250高雄市苓雅區四維三路6 號27樓之1 27F-1., No.6, Siwei 3rd Rd., Lingya Dist., Kaohsiung City 80250, Taiwan Tel +886 7 3312133 Fax +886 7 3331710 www.crowe.tw
Independent Auditors’ Report
To the Board of Directors and Shareholders Yieh Phui Enterprise Co., Ltd.
Opinion
We have audited the accompanying standalone balance sheets of Yieh Phui Enterprise Co., Ltd. (the “Company") as of December 31, 2020 and 2019, and the standalone statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the standalone financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the report of the other independent accountants, as described in the other matters section of our report, the accompanying standalone financial statements present fairly, in all material respects, the standalone financial position of the Company as of December 31, 2020 and 2019, and its standalone financial performance and its standalone cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the standalone 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 report of other independent accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the standalone 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 standalone financial statements for the year ended December 31, 2020 are stated as follows:
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Revenue recognition
Please refer to Note 4.18 to the standalone financial statements for the accounting policy on revenue recognition; Note 5.1.(1) for major accounting estimates and assumptions of revenue recognition; and Note 6.26 for the details of revenue recognition.
Description of key audit matter
Due to fierce competition in the industry, the Company may be affected by the growth of its performance and competition in the same industry, which increases the risk of recognition of operating income. Therefore, we determined the revenue recognition for those product lines and customers with significant sales increase in 2020 as a key audit matter.
How the matter was addressed in our audit
Our key audit procedures included analyzing the industry trends, income types, product lines, and customers' two-year operating income status to confirm whether there are abnormal circumstances or centralized transactions and identify possible risks; understanding and testing the internal control procedure to assess the effectiveness of the relevant internal control for revenue recognition; conducting a sample test on the sales transactions of the top ten new customers to confirm the sales transaction actually occured and performing sales cutoff test.
Valuation of inventory
Please refer to Note 4.7 to the standalone financial statements for the accounting policy on inventories; Note 5.2.(6) for major accounting estimates and assumptions of inventories; and Note 6.6 for inventory valuation.
Description of key audit matter
The Company's inventory amounted to $3,351,119 thousand (net of $3,352,306 thousand of total inventory less $1,187 thousand of allowance for inventory valuation loss) as of December 31, 2020, which accounted for 7.32% of total assets. The inventory valuation is measured at the lower of inventory cost and net realizable value. Given that the valuation of net realizable value of inventory has a significant impact on critical judgments and estimates and since inventory valuation is dependent on the influence of drastic fluctuations of international metal price, we have thus included this item in the key audit matters.
How the matter was addressed in our audit
Our key audit procedures included obtaining management’s assessment data which determines the lower of inventory cost and net realizable value; sampling estimated selling prices to the most recent sales records; and assessing the appropriateness of management's basis for estimating the net realizable value.
Other Matters
We did not audit the financial statements of certain associates accounted for using equity method. Those financial statements were audited by the other independent accountants, whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the standalone financial statements was based solely on the reports of the other independent accountants. Investments in these associates amounted to $4,518,839 thousand and $4,704,770 thousand, representing 9.87% and 9.87% of total standalone assets as of December 31, 2020 and 2019, and the share of profit of these
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associates accounted for using equity method amounted to $(175,775) thousand and $17,477 thousand, representing (20.99%) and (1.00%) of total standalone income before income tax for the years then ended, respectively. In addition, the share of other comprehensive income of these associates accounted for using equity method amounted to $(10,372) thousand and $(857) thousand, representing (13.29%) and 0.25% of total standalone comprehensive income for the years then ended, respectively.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
Management is responsible for the preparation and fair presentation of the standalone 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 standalone financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditors' Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the standalone 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.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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 standalone 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.
-
Evaluate the overall presentation, structure and content of the standalone financia1 statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the company 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 ethica1 requirements regarding independence, and to communicate with them all re1ationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the year ended December 31, 2020 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.
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The engagement partners on the audit resulting in this independent auditors’ report are Ling Wen Huang and Shu Man Tsai.
Crowe (TW) CPAs Kaohsiung, Taiwan Republic of China March 24, 2021
Notice to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and parent company only financial statements shall prevail.
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YIEH PHUI ENTERPRISE CO., LTD STANDALONE BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| Assets CURRENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss - current Contract assets - current Notes receivable, net Accounts receivable, net Accounts receivable - related parties, net Other receivables Current tax assets Inventories Prepayments Noncurrent assets held for sale Other financial assets - current Total Current Assets NONCURRENT ASSETS Financial assets at fair value through profit or loss - noncurrent Financial assets at fair value through other comprehensive income or loss - noncurrent Investments accounted for using equity method Property, plant and equipment Right-of-use assets Investment properties Deferred tax assets Refundable deposits Other financial assets - noncurrent Total Noncurrent Assets TOTAL ASSETS |
Note 6(1) 6(2) 6(26) 6(3) 6(4) 7 6(5) 6(6) 6(7) 6(8) 8 6(2) 6(9) 6(10) 6(11) 6(12) 6(13) 6(32) 6(14) 8 |
December 31,2020 Amount % $ 338,824 1 234,138 1 322,636 1 27,788 - 1,101,844 2 234,163 1 110,574 - 99 - 3,351,119 7 231,594 1 159,832 - 164,162 - 6,276,773 14 - - 690,916 2 29,773,995 65 7,108,161 14 298,214 1 443,349 1 705,423 2 422,407 1 46,238 - 39,488,703 86 $45,765,476 100 |
December 31,2019 | December 31,2019 |
|---|---|---|---|---|
| Amount $ 338,824 234,138 322,636 27,788 1,101,844 234,163 110,574 99 3,351,119 231,594 159,832 164,162 6,276,773 - 690,916 29,773,995 7,108,161 298,214 443,349 705,423 422,407 46,238 39,488,703 $45,765,476 |
Amount $ 665,530 307,571 740,413 4,936 1,099,058 250,730 162,291 48 3,314,013 175,341 23,342 55,236 6,798,509 220,577 704,405 29,201,599 7,386,910 303,393 964,339 799,215 1,139,390 160,138 40,879,966 $47,678,475 |
% | ||
| 1 1 2 - 2 1 - - 7 - - - |
||||
| 14 | ||||
| - 1 62 15 1 2 2 3 - |
||||
| 86 | ||||
| 100 |
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| Liabilities and Equity CURRENT LIABILITIES Short-term loans Short-term notes and bills payable Contract liabilities - current Notes payable Accounts payable Accounts payable - related parties Other payables Provisions - current Liabilities directly associated with noncurrent assets held for sale Lease liabilities - current Current portion of long-term loans Total Current Liabilities NONCURRENT LIABILITIES Long-term loans Lease liabilities - noncurrent Net defined benefit liability - noncurrent Guarantee deposits Total Noncurrent Liabilities Total Liabilities Share capital Share capital Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Total Equity TOTAL LIABILITIES AND EQUITY |
Note 6(15) 6(16) 6(26) 7 6(17) 6(18) 6(8) 6(12) 6(19) 6(19) 6(12) 6(20) 6(21) 6(22) 6(23) 6(24) |
December 31,2020 Amount % $ 7,911,299 18 599,115 1 515,069 1 345,662 1 405,811 1 6,031 - 463,749 1 52,176 - 70,000 - 10,307 - 1,988,415 4 12,367,634 27 6,324,384 14 199,663 - 402,584 1 2,000 - 6,928,631 15 19,296,265 42 18,905,695 41 4,929,007 11 2,866,052 7 559,232 1 163,734 - (954,509) (2) 26,469,211 58 $45,765,476 100 |
December 31,2019 | December 31,2019 |
|---|---|---|---|---|
| Amount $ 7,911,299 599,115 515,069 345,662 405,811 6,031 463,749 52,176 70,000 10,307 1,988,415 12,367,634 6,324,384 199,663 402,584 2,000 6,928,631 19,296,265 18,905,695 4,929,007 2,866,052 559,232 163,734 (954,509) 26,469,211 $45,765,476 |
Amount $ 8,136,122 598,840 500,945 615,689 496,418 339,516 401,777 50,819 7,630 9,639 1,636,335 12,793,730 8,319,270 209,141 504,003 2,100 9,034,514 21,828,244 19,133,275 4,884,281 2,866,052 559,232 (614,438) (978,171) 25,850,231 $47,678,475 |
% | ||
| 18 1 1 1 1 1 1 - - - 3 |
||||
| 27 | ||||
| 18 - 1 - |
||||
| 19 | ||||
| 46 | ||||
| 40 10 6 1 (1) (2) |
||||
| 54 | ||||
| 100 |
The accompanying notes are an integral part of the financial statements.
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YIEH PHUI ENTERPRISE CO., LTD.
STANDALONE STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE OPERATING COST GROSS PROFIT OPERATING EXPENSES Selling and marketing expenses General and administrative expenses Total operating expenses INCOME (LOSS) FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Other income Other gains and losses Finance costs Share of profit (loss) of subsidaries, associates and joint ventures Total non-operating income and expenses INCOME (LOSS) BEFORE INCOME TAX INCOME TAX BENEFIT(EXPENSES) NET INCOME (LOSS) OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain (loss) on investments in equity instruments designated as at fair value through other comprehensive Income Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures Income tax benefit (expense) related to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures Income tax benefit (expense) related to items that may be reclassified subsequently to profit or loss Total other comprehensive income (loss), net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) EARNINGS PER SHARE Basic earnings (loss) per share Diluted earnings (loss) per share |
Note | Year Ended December 31 | Year Ended December 31 | Year Ended December 31 | |
|---|---|---|---|---|---|
| 2020 | 2019 | ||||
| Amount | % | Amount | % | ||
| 6(26) 6(6) 6(28) 6(29) 6(30) 6(31) 6(32) 6(33) 6(34) 6(34) |
$20,936,210 (19,419,910) |
100 (93) |
$24,971,014 (24,305,157) |
100 (97) |
|
| 1,516,300 (824,390) (323,542) |
7 (3) (2) |
665,857 (905,328) (332,784) |
3 (4) (1) |
||
| (1,147,932) | (5) |
(1,238,112) | (5) | ||
| 368,368 | 2 |
(572,255) | (2) | ||
| 73,103 429,017 649,638 (382,190) (300,571) |
- 2 3 (2) (1) |
10,799 526,172 671,353 (430,122) (1,946,275) |
- 2 3 (2) (8) |
||
| 468,997 | 2 | (1,168,073) | (5) | ||
| 837,365 (102,127) |
4 - |
(1,740,328) 339,247 |
(7) 1 |
||
| 735,238 | 4 |
(1,401,081) | (6) | ||
| 37,591 (12,402) 157,828 (7,518) (73,460) (23,984) |
- - - - - - |
55,074 (16,454) (5,131) (11,015) (439,459) 72,875 |
- - - - (2) (1) |
||
| 78,055 | - | (344,110) | (1) | ||
| $813,293 | 4 |
$(1,745,191) | (7) | ||
| $0.39 | $ (0.73) | ||||
| $0.39 | $ (0.73) |
The accompanying notes are an integral part of the financial statements.
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YIEH PHUI ENTERPRISE CO., LTD. STANDALONE STATEMENTS OF CHANGES IN EQUITY
(In Thousands of New Taiwan Dollars)
| Item BALANCE AT JANUARY 1, 2019 Appropriations of prior year's earnings: Legal reserve Cash dividends to ordinary shareholders Capital increase out of retained earning Reversal of special reserve Changes in associates and joint ventures using the equity method Net income (loss) for 2019 Other comprehensive income (loss) for 2019, net of income tax Total comprehensive income (loss) for 2019 Difference between consideration and carrying amount of subsidiaries acquired or disposed Changes in ownership interests in subsidiaries BALANCE AT DECEMBER 31, 2019 Changes in associates and joint ventures using the equity method Net income (loss) for 2020 Other comprehensive income (loss) for 2020, net of income tax Total comprehensive income (loss) for 2020 Buy-back of treasury shares Cancellation of treasury shares Difference between consideration and carrying amount of subsidiaries acquired or disposed Changes in ownership interests in subsidiaries Disposal of financial instruments designated at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2020 |
Common Stock | Capital Surplus | Retained Earnings | Other EquityItem | TreasuryStock $ - - - - - - - - - - - - - - - - (185,207) 185,207 - - - $ - |
Total Equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Legal Reserve | Special Reserve | Unappropriated Earnings (Accumulated Deficits) |
Exchange Differences on Translating Foreign Operations |
Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income |
Gain (loss) on Hedginginstruments |
|||||
| $18,758,113 - - 375,162 - - - - |
$4,883,218 - - - - (73) - - |
$2,835,202 30,850 - - - - - - |
$636,655 - - - (77,423) - - - |
$1,233,913 (30,850) (187,581) (375,162) 77,423 3,744 (1,401,081) 74,829 |
$(723,803) - - - - - - (366,243) |
$157,892 - - - - - - (52,355) |
$6,679 - - - - - - (341) |
$27,787,869 - (187,581) - - 3,671 (1,401,081) (344,110) |
||
| - | - | - | - | (1,326,252) | (366,243) | (52,355) | (341) | (1,745,191) | ||
| - - |
1,136 - |
- - |
- - |
- (9,673) |
- - |
- - |
- - |
1,136 (9,673) |
||
| 19,133,275 - - - |
4,884,281 (21) - - |
2,866,052 - - - |
559,232 - - - |
(614,438) (1,339) 735,238 53,637 |
(1,090,046) - - (97,490) |
105,537 - - 121,862 |
6,338 - - 46 |
25,850,231 (1,360) 735,238 78,055 |
||
| - | - | - | - | 788,875 | (97,490) | 121,862 | 46 | 813,293 | ||
| - (227,580) - - - |
- 42,373 2,374 - - |
- - - - - |
- - - - - |
- - - (10,120) 756 |
- - - - - |
- - - - (756) |
- - - - - |
(185,207) - 2,374 (10,120) - |
||
| $18,905,695 | $4,929,007 | $2,866,052 | $559,232 | $163,734 | $(1,187,536) | $226,643 | $6,384 | $26,469,211 |
The accompanying notes are an integral part of the financial statements.
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YIEH PHUI ENTERPRISE CO., LTD.
STANDALONE STATEMENTS OF CASH FLOWS
(In Thousands of New Taiwan Dollars)
| Item | Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2020 | 2019 | |
| 1.CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) before income tax Adjustments to reconcile profit and loss: Depreciation Net loss (gain) on financial assets and liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of loss (gain) of associates, subsidiaries and joint ventures Loss on disposal and retirement of property, plant and equipment Gain on disposal of investment properties Gain on disposal of non-current assets held for sale Gain on disposal of investments Other income recognized from rent concessions Others Total adjustments to reconcile profit and loss Changes in operating assets and liabilities Net changes in operating assets: Decrease (increase) in financial assets as at fair value through profit or loss Decrease (increase) in contract assets Decrease (increase) in notes receivable Decrease (increase) in accounts receivables Decrease (increase) in accounts receivables - related parties Decrease (increase) in other receivables Decrease (increase) in inventories Decrease (increase) in prepayments Total net changes in operating assets Net changes in operating liabilities: Increase (decrease) contract liabilities Increase (decrease) in notes payable Increase (decrease) in accounts payable Increase (decrease) in accounts payable - related parties Increase (decrease) in other payables Increase (decrease) in provisions Increase (decrease) in net defined benefit liability Total net changes in operating liabilities Total net changes in operating assets and liabilities Total adjustments Cash generated from (used in) operations Interest received Dividends received Interest paid Income tax paid Net cash generated from (used in) operating activities |
$ 837,365 509,644 (3,673) 382,190 (73,103) (42,969) 300,571 10,968 (750,788) (49,270) - (413) 3,252 |
$ (1,740,328) 543,985 8,656 430,122 (10,799) (105,987) 1,946,275 19,102 (341,433) (401,121) (20) - 29,986 |
| 286,409 | 2,118,766 | |
| 16,335 419,031 (22,943) (3,886) 16,504 (332) (37,106) (41,153) |
26,837 (205,844) 24,052 (204,497) 460,991 97,835 469,891 98,840 |
|
| 346,450 | 768,105 | |
| 14,124 (270,027) (90,607) (333,485) 47,937 1,357 (63,829) |
(325,886) (10,826) (207,374) 332,774 (59,659) (17,139) (53,082) |
|
| (694,530) | (341,192) | |
| (348,080) | 426,913 | |
| (61,671) | 2,545,679 | |
| 775,694 73,452 219,732 (395,102) (39,888) |
805,351 10,878 184,287 (428,214) (150,981) |
|
| 633,888 | 421,321 |
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| Item | Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2020 | 2019 | |
| 2.CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Proceeds from capital reduction of investments accounted for using equity method Acquisition of noncurrent assets held for sale Proceeds from disposal of noncurrent assets held for sale Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of right-of-use assets Acquisition of investment properties Proceeds from disposal of investment properties Decrease (increase) in other financial assets Net cash generated from (used in) investing activities 3.CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term loans Increase (decrease) in short-term notes and bills payable Increase in long-term loans Repayment of long-term loans Increase (decrease) in guarantee deposits received Repayments of principal of lease liabilities Cash dividends paid Payments for buy-back of treasury shares Net cash generated from (used in) financing activities 4.NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 5.CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 6.CASH AND CASH EQUIVALENTS, END OF YEAR |
$ (15,000) 16,087 284,488 (1,559,693) - 581,023 (190) 137,461 (208,317) - 716,983 (7,943) (20,065) 1,178,282 4,974 |
$ (15,000) 4,234 455,076 (1,556,286) 203 917,846 (1,652) 566,075 (287,888) 50 155,714 (1,187) (13,930) 434,619 117,060 |
| 1,108,090 | 774,934 | |
| (224,823) - 200,000 (1,848,307) (100) (10,247) - (185,207) |
507,740 100,000 - (1,267,473) 100 (10,574) (187,581) - |
|
| (2,068,684) | (857,788) | |
| (326,706) 665,530 |
338,467 327,063 |
|
| $338,824 | $665,530 |
The accompanying notes are an integral part of the financial statements.
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YIEH PHUI ENTERPRISE CO., LTD. NOTES TO STANDALONE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(Amounts In Thousands of New Taiwan Dollars, Unless specified Otherwise)
1 GENERAL INFORMATION
-
1.1 Yieh Phui Enterprise Co., Ltd. (hereinafter referred to as the Company) was established in April 1978, currently a listed company in Taiwan Stock Exchange (hereafter referred to as TWSE). The Company engages mainly in the processing, manufacturing marketing and import/export trading of rolled steel coils, refined steel, molded steel, steel/iron wires, galvanized/pre-painted/surface-treated metals.
-
1.2 The Company’s Board of Directors resolved on May 23, 2005 to merge (simplified merger) with Lien Kang Heavy Industrial Co., Ltd, with the Company as the surviving company. The record date of the merger was set on August 30, 2005. Every 2.5 common shares of Lien Kang Heavy Industrial Co., Ltd. were converted into 1 common share of the Company. The Company issued additional 4,859 thousand common shares for this merger. Rights and obligations of holders of the newly issued shares were the same as those of the Company’s original shareholders.
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1.3 Lien Kang Heavy Industrial Co., Ltd., incorporated on November 23, 1989, mainly engages in manufacturing, processing and trading of the various mechanical spare parts, as well as pipe installation and engineering design /manufacture / installation.
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1.4 The Company's steel pipe department, due to its business expansion, was separated from the Company, and was named as Shin Yang Steel Co., Ltd.. Relevant investment on this was approved by the Board of Directors on January 18, 2011, and a total of 191 employees were transferred to Shin Yang Steel Co., Ltd.
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1.5 These standalone financial statements are presented in the Company’s functional currency, New Taiwan Dollars.
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2 THE AUTHORIZATION OF THE STANDALONE FINANCIAL STATEMENTS The accompanying standalone financial statements were approved and authorized for issue by the Board of Directors on March 24, 2021.
3 APPLICATION OF NEW AND AMENDED STANDARDS AND INTERPRETATIONS
- 3.1 Effect of adoption of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of SIC (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
New standards, interpretations and amendments endorsed by FSC effective from 2020 are as follows:
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Effective date New, Revised or Amended Standards and Interpretations Announced by IASB Amendments to IFRS 3 “Definition of a Business” January 1, 2020 Amendments to IAS 1 and IAS 8 “Definition of Material” January 1, 2020 Amendments to IFRS 9, IAS 39 and IFRS 7 “Interest Rate January 1, 2020 Benchmark Reform” Amendments to IFRS 16 “New Coronavirus Pneumonia June 1, 2020 (Note) Related Rent Concessions”
- (Note) The FSC allows companies to apply the amendment in advance on January 1, 2020.
The Company has assessed the aforementioned standards and interpretations, and there’s no significant effect to the Company’s financial position and financial performance.
3.2 Effect of new issuances or amendments to IFRSs as endorsed by the FSC but not yet adopted
New standards, interpretations and amendments endorsed by the FSC effective from 2021 are as follows:
| 2021 are as follows: | |
|---|---|
| New,Revised or AmendedStandards and Interpretations Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9” Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform - Phase 2” |
Effective Date Announced byIASB |
| June 25, 2020 (Effective from issue date) January 1, 2021 (Note) |
(Note) The amendments are applicable for the annual reporting period beginning on or after January 1, 2021.
The Company has evaluated the aforementioned standards and interpretations, and there’s no significant effect to the Company’s financial position and financial performance.
3.3 Effect of IFRSs issued by IASB but not yet endorsed and issued into effect by FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:
| in the IFRSs as endorsed by the FSC are as follows: | |
|---|---|
| New,Revised or Amended Standards and Interpretations Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” Amendments to IFRS 17 Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” Amendments to IAS 16 “Property, Plant and Equipment- Proceeds before Intended Use” Amendments to IAS 37 “Onerous Contract - Cost of Fulfilling |
Effective Date Announced by IASB (Note 1) |
| To be determined by IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2022 (Note 2) January 1, 2022 (Note 3) |
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Effective Date Announced by IASB (Note 1)
New, Revised or Amended Standards and Interpretations a Contract”
Amendments to IFRS 3 “Reference to the Conceptual January 1, 2022 (Note 4) Framework” Annual Improvements to IFRS Standards 2018-2020 January 1, 2022 (Note 5) Amendments to IAS 1 “Disclosure of Accounting Policies” January 1, 2023 Amendments to IAS 8 “Definition of Accounting Estimates” January 1, 2023
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Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
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Note 2: Companies should apply these amendments retrospectively. However, the amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
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Note 3: This amendment applies to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.
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Note 4: This amendment applies to business combinations whose acquisition date starts in the annual reporting period after January 1, 2022.
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Note 5: The amendments to IFRS 9 are applicable to swap or modification of terms of financial liabilities incurred during the annual reporting period beginning on January 1, 2022. The amendment to IAS 41 is applicable to fair value measurement during the annual reporting period beginning after January 1, 2022. The amendments to IFRS 1 are retrospectively applied to the annual reporting period beginning after January 1, 2022.
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A. Amendments to IAS 1 “Classification of Liabilities as Current or Noncurrent” The amendments clarify that when the Company judges whether liability is classified as noncurrent, the Company should assess whether the Company has the right to defer liquidation period after the reporting period at least twelve months. If the Company has the entity’s right on the end of the reporting period, liability must be classified as non-current whatever the Company expects whether executing the right or not. If the Company must follow certain condition to obtain the right to defer settlement of liability, the Company must have completed certain condition on the end of reporting period even if lender tests the Company whether following certain condition later. The aforementioned liquidation means that transferring cash, other economic resources or the Company’s equity instruments to counterparty to let liability wipe out. If liability clause will follow counterparty’s choice to liquidate liability by the Company’s equity instruments, this option must follow the regulations of IAS 32 “Financial Instruments: Presentation” to be recognized in equity individually and doesn’t have affect on the classification of liability.
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B. Amendment to IAS 16 “Property, Plant and Equipment: Proceeds before Intended Use”
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The amendment stipulates that the sales price of the project produced in order to make property, plant and equipment reach the necessary location and state that
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can meet the expected operation mode of the management is not suitable as a cost reduction of the asset. The aforementioned items should be measured in accordance with IAS 2 “Inventory”, and the sales price and cost should be recognized in profit and loss in accordance with the applicable standards.
This amendment is applicable to factories, property and equipment that reach the necessary locations and conditions for the management's expected operation mode after January 1, 2021 (the beginning of the earliest expression period). When the Company initially applies the amendments, it will recognize the cumulative effect of the amendments applied initially as an adjustment to the opening balance of the retained earnings (or other components of equity, as appropriate) at the beginning of the earliest expression period , and re-edit the information during the comparison period.
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C. Amendment to IAS 37 “Onerous Contract - Cost of Fulfilling a Contract”
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The amendment stipulates that when assessing whether the contract is onerous, “Cost of Fulfilling a Contract” should include the incremental cost of fulfilling a contract (for example, direct labor and raw materials) and the allocation of other costs directly related to fulfilling a contract (for example, the depreciation expenses of property, plant and equipment items used in fulfilling a contract are allocated).
The Company will recognize the cumulative effect on the retained earnings on the first application date when the amendment is first applied.
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D. Amendment to IFRS 3“Reference to the Conceptual Framework”
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The amendment is to update the index of the conceptual framework and add the requirement that the acquirer shall apply IFRIC 21“Levies”to determine whether there is an obligation to pay levies on the acquisition date.
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E. Annual Improvements to IFRS Standards 2018-2020
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The annual improvement in the IFRS 2018-2020 includes amendments to certain standards. Among them, the amendment of IFRS 9 “Expenses included in the “10%” test for the purpose of derecognise financial liabilities” is to assess whether there is a significant difference between the swap of financial liabilities or the modification of terms, When comparing cash flow projections of the new and old contract terms (including the net amount of fees charged for signing a new contract or modifying the contract), whether there is a 10% difference, the aforesaid fees collected should only include the payment between the borrower and the lender paid for.
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F. Amendments to IAS 1 ‘’Disclosure of Accounting Policies’’
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This amendment is to improve the disclosure of accounting policies and provide more useful information for major users of financial statements.
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G. Amendments to IAS 8 ‘’Definition of Accounting Estimates’’
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This amendment defines accounting estimates as the monetary amount of financial statements subject to measurement uncertainty, and provides further explanations and examples to help companies distinguish between changes in accounting policies and changes in accounting estimates.
As of the date the parent company only financial statements were issued, the Company continues in evaluating the impact on its financial position and financial performance as a result of the initial adoption of the aforementioned standards or
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interpretations and related applicable period. The related impact will be disclosed when the Company completes the evaluation.
4 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these standalone financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
4.1 Statement of Compliance
The accompanying standalone financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
4.2 Basis of Preparation
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(1) Except for the following items, the standalone financial statements have been prepared under the historical cost convention:
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A. Financial assets and financial liabilities at fair value through profit or loss (including derivative instruments).
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B. Financial assets and liabilities measured at fair value through other comprehensive income.
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C. Liabilities on cash-settled share-based payment arrangements measured at fair value.
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D. Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.
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(2) The preparation of the standalone financial statements in conformity with the IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the standalone financial statements are disclosed in Note 5.
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(3) When preparing the standalone financial statements, the Company account for subsidiaries, associates and joint ventures by using the equity method. In order to agree with the amount of net income, other comprehensive income and equity attributable to shareholders of the parent in the standalone financial statements, the differences of the accounting treatment between the standalone basis and the consolidated basis are adjusted under the heading of investments accounted for using equity method, share of profits of subsidiaries, associates and joint ventures and share of other comprehensive income of subsidiaries, associates and joint ventures in the standalone financial statements.
4.3 Foreign Currencies
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(1) Foreign currency transactions and balance
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A. Foreign currency transactions are translated into the functional currency using the exchange rates on the trade dates or measurement date. Therefore, foreign exchange differences resulting from the settlement of such transactions are recognized 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 recognized in profit or loss.
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C. Non-monetary items measured at fair value that are denominated in foreign
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currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non-monetary items are included in profit or loss for the year except for exchange differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income. Non-monetary items that are measured in terms of historical cost in foreign currencies are not retranslated.
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(2) Translation of foreign operations
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A. The operating results and financial position of all the Company’s subsidiaries, associates and joint ventures 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 recognized in other comprehensive income.
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B. When the foreign operation partially disposed of or sold is an associate, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, even when the Company retains partial interest in the former foreign associate after losing significant influence over the former foreign associate, such transactions should be accounted for as disposal of all interest in these foreign operations.
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C. When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, even when the Company retains partial interest in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.
4.4Classification of Current and Noncurrent Assets and Liabilities
(1) Steel Department
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A. Assets that meet one of the following criteria are classified as current assets:
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a. Assets that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;
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b. Assets held primarily for trading purposes;
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c. Assets that are expected to be realized within 12 months after the balance sheet date;
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d. Cash and cash equivalents, excluding those that are restricted, or to be exchanged or used to settle liabilities at least twelve months after the balance sheet date.
Otherwise they are classified as non-current assets.
- B. Liabilities that meet one of the following criteria are classified as current liabilities:
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- a. Liabilities that are expected to be settled within the normal operating cycle;
- b. Assets held primarily for trading purposes;
- c. Liabilities that are expected to be settled within 12 months after the balance sheet date. (Even if a long-term refinancing or re-arrangement of payment agreements is completed after the balance sheet date and before the issuance of the financial report is approved, it is classified as current liabilities).
- d. Liabilities for which the repayment date cannot be extended unconditionally to more than 12 months after 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.
- Otherwise they are classified as non-current liabilities
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(2) Heavy Industry Department
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The business cycle of the majority of the construction contracts is longer than 12 months. As a result, assets and liabilities related to the construction contracts are classified as current or non-current assets and liabilities according to the business cycle.
4.5 Cash and cash equivalents
Cash and cash equivalents comprises cash on hand, demand deposits and 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 (including the original maturity of the time deposits within three months).
4.6 Financial instruments
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
- (1) Financial assets
The Company adopts trade-date accounting to recognize and derecognize financial assets.
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A. Category of financial assets and measurement
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Financial assets are classified into the following categories: financial assets at FVTPL, financial assets at amortized cost, and investments in equity instruments at FVTOCI.
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a. Financial asset at FVTPL
- Financial asset is classified as at FVTPL when the financial asset is mandatorily classified or it is designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria. Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividends or interest earned on such a financial asset. Fair value is determined in the manner described in Note 12(3).
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b. Financial assets at amortized cost
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Financial assets that meet the following conditions are subsequently measured at amortized cost:
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(a) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
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(b) The contractual terms of the financial assets give rise on specified date to cash flow that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at amortized cost, which equals to gross carrying amount determined by the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss. Except for the following two cases, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset.
- (a) Purchased or originated credit-impaired financial assets: for those financial assets, the Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
- (b) Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets: for those financial assets, the Company shall apply the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
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c. Investments in equity instruments at FVTOCI
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On initial recognition, the Company may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
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Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings.
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Dividends on these investments in equity instruments at FVTOCI are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the Company’s right clearly represent a recovery of part of the cost of the investment.
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B. Impairment of financial assets
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a. At the end of each reporting period, a loss allowance for expected credit loss is recognized for financial assets at amortized cost (including accounts receivable), investments in debt instruments that are measured at FVTOCI, lease receivable and contract assets.
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b. The Company always recognizes lifetime Expected Credit Loss (i.e. ECL) for accounts receivables. For other financial assets, the Company recognizes lifetime ECL when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial
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recognition, the Company measures the loss allowance for that financial instrument at an amount equaling to 12-month ECL.
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c. Expected credit losses reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date. In contrast, lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.
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d. The Company recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.
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C. Derecognition of financial assets
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The Company derecognises a financial asset when one of the following conditions is met:
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a. The contractual rights to receive cash flows from the financial asset expire.
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b. The contractual rights to receive cash flows from the financial asset have been transferred and the Company has transferred substantially all risks and rewards of ownership of the financial asset.
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c. The Company neither retains nor transfers substantially all risks and rewards of ownership of the financial asset; however, it has not retained control of the financial asset.
On derecognition of financial asset at amortized cost in its entirety, the difference between the financial asset’s carrying amount and the sum of the consideration received is recognized in profit or loss. On derecognition of equity instruments at fair value through other comprehensive income in its entirety, the cumulative profit and loss will be transferred directly to retained earning without reclassified into profit and loss.
- (2) Equity instruments
The Company classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.
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(3) Financial liabilities
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A. Subsequent measurement
- All financial liabilities are measured at amortised cost using the effective interest method.
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B. Derecognition of financial liabilities
The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
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4.7 Inventories
- Inventories, under a perpetual system, are measured 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 labor, 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.
4.8 Noncurrent assets held for sale
When the carrying amount of non-current assets (or disposal categories) is mainly recovered through a sale transaction rather than continued use, and is highly likely to be sold, it is classified as an asset held for sale. Assets classified as noncurrent assets held for sale are measured at the lower of the carrying amount and fair value less costs to sell.
4.9 Investments accounted for using equity method / subsidiaries and associates
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(1) Subsidiary are all entities controlled by the Company (including structured entities) .The Company controls an entity when the Company is exposed, or 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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(2) Unrealized gains or losses resulting from inter-company transactions with subsidiaries are eliminated. Necessary adjustments are made to the accounting policies of subsidiaries, to be consistent with the accounting policies of the Company.
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(3) The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognize its share in the subsidiary’s loss proportionately.
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(4) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transaction 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 recognized directly in equity.
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(5) When the Company loses control of a subsidiary, it recognizes the investment retained in the former subsidiary at its fair value at the date when control is lost. The difference between the fair value of the retained investment plus any consideration received and the carrying amount of the previous investment at the date when control is lost is recognized as a gain or loss in profit or loss. Besides, the Company accounts for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if the Company had directly disposed of the related assets or liabilities.
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(6) 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,
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if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for under equity method and are initially recognized at cost.
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(7) The Company’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized 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 recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
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(8) Unrealized gains on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in the associates. Unrealized 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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(9) In the case where an associate issues new shares and the Company does not subscribe or proportionately acquire the new shares, which results in a change in the Company’s ownership percentage of the associate while maintains significant influence on the associate, then “Capital surplus” and “Investments accounted for using 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 Company’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognized 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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(10)When the Company disposes of its investment in an associate, if it loses significant influence over this associate, the amounts previously recognized 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 recognized 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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(11)According to “Regulations Governing the Preparation of Financial Statements by Securities Issuers”, profit for the year and other comprehensive income for the year reported in the standalone financial statement, shall equal to profit for the year and other comprehensive income attributable to owners of the parent reported in the standalone financial statements, equity reported in the standalone financial statements shall equal to equity attributable to owners of parent reported in the standalone financial statements.
4.10 Property, Plant and Equipment
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(1) Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.
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(2) Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic
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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 derecognized. All other repair and maintenance is recognized in profit or loss as incurred.
- (3) Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each end of reporting year. 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
| Buildings | |
|---|---|
| Main plants | 40 to 55 years |
| Main office buildings | 40 to 60 years |
| Other accessory equipment | 8 to 35 years |
| Machinery and equipment | 2 to 38 years |
| Other equipment | 3 to 32 years |
- (4) An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.
4.11 Leases
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The Company assesses whether the contract is (or includes) a lease at the date of the contract.
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(1) The Company as lessee
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Except for payments for low-value asset and short-term leases which will be recognized as expenses on a straight-line basis, the Company will recognize right-of-use assets and lease liabilities for all leases at the inception of lease. Right-of-use asset
The right-of-use asset is initially measured at cost (including the initial measurement amount of the lease liability, the payments less incentives, initial direct costs and the estimated recover cost), the subsequent measurement is based on the cost less accumulated depreciation and accumulated impairment loss, and adjusting the amount of re-measures of lease liabilities.
The right-of-use asset recognized depreciation is using the straight-line basis from the date of the lease until the expiration of the useful life or the expiration of the lease term, the depreciation is provided that the title of the underlying asset will be acquired at the end of the lease period or, if the cost of the right-ofuse asset reflects the execution of the purchase option Lease liability
The lease liability is initially measured by the present value of the lease payment (including fixed payment, substantive fixed payment, change in lease payment
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depending on the index or rate, etc.). If the implied interest rate on the lease is easy to determine, the lease payment is discounted using that interest rate. If the interest rate is not easy to determine, the lessee's increase borrowing rate is used. If the lease period, the evaluation of the purchase choice, the amount of expected to be paid under the residual value guarantee or the change in the index or rate used to determine the lease payment result in a change in the future lease payment, the Company will measure the lease liability and adjust the right to use assets relatively. If the carrying amount has been reduced to zero, the remaining amount will recognize in the profit and loss. Lease liabilities are presented in a single-line project on the standalone balance sheet.
Lease payments in lease agreements that do not depend on the index or rate are recognized as expenses in the period in which they occur.
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(2) The Company as lessor
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Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
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Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.
4.12 Investment properties
- Investment properties are properties held to earn rentals and/or for capital appreciation (including property under construction for such purposes) and include land held for a currently undetermined future use.
Investment properties are initially measured at cost, including transaction costs, and subsequently measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.
Investment properties under construction are stated at cost less accumulated impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Depreciation of these assets commences when the assets are ready for their intended use.
On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
4.13 Impairment of non-financial assets
- The Company assesses at the end of reporting period the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. When the indication of impairment loss recognized in prior years for an asset other than goodwill no longer exists, the impairment loss is reversed to the extent of the loss previously recognized in profit or loss.
4.14 Provisions
- Provisions (including short-term employee benefits, and onerous contracts) are recognised when the Company has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will
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be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date. The discount rate (or rates) shall be a pre-tax rate (or rates) that reflect(s) current market assessments of the time value of money and the risks specific to the liability. Where discounting is used, the carrying amount of a provision increases in each period to reflect the passage of time. This increase is recognised as interest expense. Provisions are not recognised for future operating losses.
4.15 Employee benefits
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.
Pensions
- (1) Defined contribution plans
For defined contribution plans, 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 from the plan or a reduction in future contributions to the plan.
-
(2) Defined benefit plans
-
a. 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 period. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The discount rate is determined by using the interest rates of government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the defined benefit plans.
-
b. Remeasurements arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.
-
c. Past-service costs are recognised immediately in profit or loss.
Employees’ compensation and directors’ and supervisors’ remuneration
Employees’ compensation and directors’ and supervisors’ remuneration are recognised as expenses and liabilities, provided that such recognition is required under legal or constructive obligations and those amounts can be reliably estimated. Any difference between the amount accrued and the amount actually distributed is accounted for a change in accounting estimate.
Termination benefits
Termination benefits are employee benefits provided in exchange for the termination of an employee’s employment as a result of 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 benefits in exchange for the termination of employment. The Company recognises expense when it can no longer withdraw an offer of termination benefits or when it recognises related
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restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date are discounted to their present value.
4.16 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are recognized in equity as a deduction from the proceeds.
4.17 Income tax
-
(1) 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.
-
(2) The current income tax charge 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 is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.
-
(3) 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 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 that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries, 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 tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
-
(4) 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.
-
(5) Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.
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- (6) A deferred tax asset shall be recognised for the carryforward of unused tax credits resulting from acquisitions of equipment or technology, research and development expenditures and equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilized.
4.18 Revenue Recognition
-
The Company recognizes revenue from contracts with customers in accordance with the principles and steps as stated below:
-
(1) Identify the contract with the customer;
-
(2) Identify the performance obligations in the contract;
-
(3) Determine the transaction price;
-
(4) Allocate the transaction price to the performance obligations in contracts; and
-
(5) Recognize revenue upon satisfaction of performance obligations.
The Company does not adjust the transaction price in a contract for the effects of a significant financing component, if the period between when the customer pays for the goods or services and when the entity transfers the goods or services is one year or less.
- (1) Sale of goods
Sales revenue from goods mainly comes from the sales of galvanized steel coils and painted steel coils. Sales revenue is recognized when the control of goods is passed to customers. Since customers have obtained the right to set the price and make use of the goods and assumed the responsibility for resale and risks of obsolescence, the Company recognizes revenue and accounts receivable at such time point, presented as the net amount after deducting sales returns, discounts and allowance. When supplying materials for processing, control of the processed goods is not transferred, in which case it is not recognized as revenue.
- (2) Service revenue
Service revenue is recognized when the service is rendered. Revenue from service rendered in accordance with contracts is recognized in proportion to the completion of a contract.
- (3) Revenue from construction contracts
A real estate contract is a construction contract under which the real estate units have been controlled by customers in the process of construction, in which case the Company recognizes revenue over time. Since construction costs are directly related to the stage of completion of performance obligations, the Company measures the stage of completion by the ratio of real costs incurred to date to total expected costs. The Company recognizes contract assets over the construction period, and transfers them to accounts receivables upon billing the customers. Where the construction proceeds received exceed the recognized amount, the difference is recognized as contract liability. Construction retainage, which is the amount withheld by customers in accordance with the contractual terms in order to assure that the Company will satisfy its contractual obligation, is recognized as a contract asset before the Company completes its performance obligation. If the outcome of the performance obligations cannot be measured reliably, construction revenue is recognized only to the extent of the expenses incurred for satisfaction of performance obligations that are expected to be recovered.
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-
(4) Revenue from leases, dividends and interests
-
A. The rental revenue shall be recognized as revenue in the duration of the lease based on straight-line method.
-
B. Dividend revenue from investments is recognized when the rights of shareholders to receive payment are established, provided that the economic profits arising from such transaction are highly probable to flow to the Company and the amount of such benefits can be reliably measured.
-
C. Interest revenue is recognized based on outstanding principal and applicable effective interest according to passage of time on an accrual basis.
4.19 Borrowing costs
- Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of those assets until substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are complete.
To the extent that an entity borrows funds specifically for the purpose of obtaining a qualifying asset, the entity shall determine the amount of borrowing costs eligible for capitalisation as the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary investment of those borrowings.
Except for those qualifying capitalization, all other borrowing costs are recognized as an expense in profit or loss as incurred.
5. CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND MAJOR SOURCES OF ASSUMPTION UNCERTAINTY
The Company considers the economic implications of the COVID-19 when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. The effect of a change in an accounting estimate shall be recognized prospectively by including it in profit or loss in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.
In the preparation of the standalone financial statements, the critical accounting judgments the Company has made and the major sources of estimation and assumption uncertainty are described as follows:
5.1 Critical judgements in applying accounting policies
(1) Revenue recognition
The Company follows IFRS 15 to determine if it controls the specified good or service before that good or service is transferred to the customer, and the Company is acting as a principal or an agent in that transaction. When the Company acts as an agent, revenue is recognized on a net basis.
The Company acts as a principal as that it meets one of the following situations:
-
A. The Company gains control over the goods from the other party before transferring goods to customers.
-
B. The Company controls the right of providing service by the other party in order to control the ability of the party to provide service to customers.
-
C. The Company gain control over goods or service from the other party in order to combine with other goods or services to provide specific goods or services to customers.
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The indicators (not limited to) which assist making judgment on whether the Company controls the goods or services before transferring goods or services to customers:
-
A. The Company has primary responsibilities for the goods or services it provides;
-
B. The Company bears inventory risk before transferring the specific goods or services to customer, or after transferring the control to customer (for example, if the customer has the right to return).
-
C. The Company has the discretion to set prices.
(2) Lease term
In determining the lease term, the Company considers all the facts and circumstances that generate an economic incentive to exercise (or not exercise) the option, including all expected change of facts and circumstances from the inception of commencement to the exercise of the option. The considerations include the contract clause and conditions of the period covered by the option, the significant leasehold improvements made (or expected) during the contract period, and the importance of the underlying assets to the Company's operations. The lease period is reassessed when significant events or major changes occur within the control of the Company.
5.2 Critical accounting estimates and assumptions
(1) Estimated impairment of financial assets
The provision for impairment of trade receivables is based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and in selecting the inputs to the impairment calculation, based on the Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period. Where the actual future cash inflows are less than expected, a material impairment loss may arise.
(2) Process of fair value measurement and evaluation
When the assets and liabilities at fair value with no active market, the Company determines whether to use outside appraisal and using proper evaluation techniques based on related regulation or its own judgment.
If the Level 1 input value is not available while evaluating, the Company refers to the analysis of the investee’s financial position and operating outcome, recent trading price, quotes on non-active market of same equity instrument, quotes on active market of similar equity instrument and evaluation multiples of comparable companies. If the future input value is different from expectation, the fair value might change. The Company updates input values quarterly according to the market status in order to monitor if the measurement of fair value is appropriate.
(3) Impairment assessment of tangible and intangible assets
In the course of impairment assessments, the Company determines, based on how assets are utilised and relevant industrial characteristics, the useful lives of assets and the future cash flows of a specific company of the assets. Changes in economic circumstances or the Company’s strategy might result in material impairment of assets in the future.
(4) Impairment assessment of investments accounted for using the equity method
The Company assesses the impairment of an investment accounted for using the equity method once there is any indication that it might have been impaired and its carrying amount cannot be recoverable. The Company assesses the recoverable
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amounts of an investment accounted for using the equity method based on the present value of the Company’s share of expected future cash flows of the investee or the present value of expected cash dividends receivable from the investee and expected future cash flows from disposal of the investment, analyzing the reasonableness of related assumptions.
(5) Realisability of deferred tax assets
Deferred assets are recognised only to the extent that it is probable that future taxable profits will be available against which the deferred tax asset can be utilised. The Company’s management assesses the realisability of deferred tax assets by making critical accounting judgements and significant estimates of expected future revenue growth rate and gross profit rate, the tax exemption period, available tax credits, and tax planning, etc. Changes in global economic environment, industrial environment, and laws and regulations might result in material adjustments to deferred tax assets.
(6) Evaluation of inventories
As inventories are stated at the lower of cost and net realisable value; thus, the Company estimates the net realizable value of inventory for obsolescence and unmarketable items on balance sheet date due to the rapid technology changes and writes down inventories to the net realisable value.
(7) Calculation of accrued pension obligations
When calculating the present value of defined pension obligations, the Company uses judgments and actuarial assumptions to determine related estimates, including discount rates and future salary increase rate. Changes in these assumptions may have a significantly impact on the carrying amount of defined pension obligations.
(8) Tenant's increase in borrowing interest rate
The fair values at the time of the decision to increase the borrowing rate of the lessee used in the lease payment, the risk-free interest rate and the same currency is used as the reference rate, and the estimated lessee's credit risk sticker and lease specific adjustments (such as asset-specific and secured factors) are taken into account.
6. DETAILS OF SIGNIFICANT ACCOUNTS 6.1 Cash and cash equivalents
| Item Cash on hand Checking account Demand deposits Cash Equivalents Time deposits (with original maturities within three months) Total |
December 31 | December 31 |
|---|---|---|
| 2020 $1,740 163,868 173,216 - $338,824 |
2019 | |
| $1,940 152,593 481,017 29,980 |
||
| $665,530 |
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-
1.The financial institutions dealing with the Company are credit worthy, and the Company does transactions with a number of financial institutions to diversify credit risk that are unlikely to be expected to default.
-
2.The Company had no cash and cash equivalents pledged to others.
6.2 Financial assets at fair value through profit or loss
| Item Financial assets - current: Non-derivative financial assets mandatorily measured at FVTPL Mutual funds Domestic unlisted preferred stock Total Financial assets - noncurrent: Non-derivative financial assets mandatorily measured at FVTPL Domestic unlisted preferred stock Financial bonds Total |
December 31 2020 2019 $20,846 $23,461 213,292 284,110 $234,138 $307,571 $- $210,573 - 10,004 $- $220,577 |
December 31 2020 2019 $20,846 $23,461 213,292 284,110 $234,138 $307,571 $- $210,573 - 10,004 $- $220,577 |
|---|---|---|
| 2019 $23,461 284,110 $307,571 $210,573 10,004 $220,577 |
-
1.The Company had no financial assets at fair value through profit or loss pledged to others.
-
2.Please refer to Note 12(2) for credit risk management and evaluation method.
6.3 Notes receivable, net
| Notes receivable, net | ||
|---|---|---|
| Item At amortized cost Notes receivable Less: Loss allowance Net |
December 31 | |
| 2020 $27,895 (107) $27,788 |
2019 | |
| $4,952 (16) |
||
| $4,936 |
-
1.The Company had no notes receivable pledged to others.
-
2.Please refer to Note 7.3.5. for accounts receivable with related parties
-
3.The relevant disclosure of loss allowance for notes receivable. Please refer to Note 6.4.
6.4 Accounts receivable, net
| Accounts receivable, net | ||
|---|---|---|
| Item At amortized cost Accounts receivable Less: Loss allowance Net |
December 31 | |
| 2020 $1,106,491 (4,647) $1,101,844 |
2019 | |
| $1,102,605 (3,547) |
||
| $1,099,058 |
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-
A. Accounts receivable are created by the Company by selling goods, and the average collection period for Carbon Steel Department is 30~60 days. The collection period for Engineering Department is based on contractual terms. The Company’s accounts receivables all meet the credit standards stipulated based on the counterparties' industrial characteristics, operation scale and profitability.
-
B. The Company had no accounts receivable pledged to others.
-
C. The Company applies the simplified approach to provisions for expected credit losses prescribed by IFRS 9, which permits the use of a lifetime expected credit losses provision for trade receivables. The expected credit losses on trade receivables are estimated by reference to past account aging records of the debtor, an analysis of the debtor’s current financial position, industrial trend. which receivables are past due. As the Company’s historical credit losses experience does not show significantly different loss patterns for different customer segments, the provision for losses based on past due status of receivables is not further distinguished between the Company’s different customer base.
The Company writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery of the receivable. For trade receivables that have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivables which are due. Where recoveries are made, these are recognized in profit or loss.
The Company measures the allowance for notes receivable, and accounts receivable to the preparation matrix (including related parties):
| December 31, 2020 Not past due December 31, 2019 Not past due |
Expected credit loss rate 0%-0.5% Expected credit loss rate 0%-0.5% |
Gross carrying amount $1,369,217 Gross carrying amount $1,358,892 |
Allowance for doubtful accounts(ECL) $(5,422) Allowance for doubtful accounts(ECL) $(4,168) |
Amortized cost |
|---|---|---|---|---|
| $1,363,795 | ||||
| Amortized cost |
||||
| $1,354,724 |
Movements of the loss allowance for notes receivable and accounts receivable (including related parties) were as follows:
Year Ended December 31
| Beginning balance Add: Provision for impairment Less: Reversal of impairment Ending balance |
2020 $4,168 1,254 - $5,422 |
2019 |
|---|---|---|
| $4,842 - (674) |
||
| $4,168 |
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As of December 31, 2020 and 2019, the above provision has already taken into consideration collateral or other credit enhancement. The other credit enhancement (e.g., L/C) possessed by above receivables were $1,009,197 thousand, and $954,434 thousand, respectively.
Please refer to Note 12(2) for the relevant credit risk management and assessment.
6.5 Other receivables
| Item Business tax refundable Guarantee fee receivable Manpower support receivable Purchase allowance receivable Proceeds receivable from disposal of land Proceeds receivable arising from sale of funds Others Total Less: Loss allowance Net |
December 31 | December 31 |
|---|---|---|
| 2020 $98,500 6,263 1,863 125 - - 3,823 $110,574 - $110,574 |
2019 | |
| $97,000 6,805 2,531 1,537 48,560 3,139 2,719 |
||
| $162,291 - |
||
| $162,291 |
Please refer to Note 7.3.5 for related party transactions.
6.6 Inventories and operating cost
| Item Steel Department: Raw materials Supplies Work in progress Finished goods By-products and scraps Subtotal Less: Valuation allowance Net |
December 31 | December 31 |
|---|---|---|
| 2020 $1,321,864 17,564 428,903 1,398,131 82,850 $3,249,312 (769) $3,248,543 |
2019 | |
| $ 1,444,900 17,492 510,236 1,191,650 71,961 |
||
| $3,236,239 (160,193) |
||
| $3,076,046 |
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| Heavy Industry Department: Raw materials Supplies Subtotal Less: Valuation allowance Net Total |
$99,988 3,006 $102,994 (418) $102,576 $3,351,119 |
$233,532 5,436 |
|---|---|---|
| $238,968 (1,001) |
||
| $237,967 | ||
| $3,314,013 |
1.Inventory gains (losses) recognized as cost of sales are as follows:
| Item Cost of inventories sold Construction cost Processing cost Unallocated manufacturing overhead Purchase and construction contract loss (recovery gain) Inventory valuation loss and obsolescence loss (recovery gain) Total operating cost |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2020 $18,257,540 1,021,635 182,135 116,344 2,263 (160,007) $19,419,910 |
2019 | |
| $22,340,173 1,554,784 138,201 128,101 (1,410) 145,308 |
||
| $24,305,157 |
2.The Company recognized inventory valuation loss (recovery gain) of $(160,007) thousand and $145,308 thousand for the years ended December 31, 2020 and 2019, respectively, due to inventory’s write-down to net realizable value, or the net realizable value of inventories recovered as a result of market stabilization that enabled the Company to raise prices on certain products.
- The Company had no inventory pledged as collateral.
6.7 Prepayments
| Prepayments | ||
|---|---|---|
| Item Prepaid material purchase Prepaid insurance Prepaid sea freight Prepaid syndicated loan arrangement fee Other prepayments Total |
December 31 | |
| 2020 $152,716 40,599 19,216 15,100 3,963 $231,594 |
2019 | |
| $96,317 38,751 21,694 - 18,579 |
||
| $175,341 |
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-
1.Prepaid syndicated loan arrangemen fee was paid to lead bank of syndicated loan. In December 2020, the Company entered a syndicated loan agreement with 9 joint lending banks including Megabank, with a credit line of $45 billion, The syndicated loan agreement was first actually drawn in January 2021.
-
Please refer to Note 7.3.7. for prepayments with related parties
6.8 Noncurrent assets held for sale / Liabilities directly associated with noncurrent assets held for sale
| assets held for sale | ||
|---|---|---|
| Item Noncurrent assets held for sale Less:Accumulated impairment Net Liabilities directly associated with noncurrent assets held for sale |
December 31 | |
| 2020 $159,832 - $159,832 $70,000 |
2019 | |
| $23,342 - |
||
| $23,342 | ||
| $7,630 |
-
1.As stated in Note 9.10, In December 2019, the Company entered into a contract to sell part of land in Pingnan Section, Fangliao Township, Pingtung County. The total contract price was $699,634 thousand, and the disposal was expected to be completed within 12 months. As of December 31, 2020, $70,000 thousand have been collected.
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2.In November 2019, the Company entered into a contract to sell part of land in Pingbei Section, Jiadong Township, Pingtung County. The total contract price was $76,344 thousand. In March 2020, the ownership transfer was completed in accordance with the scheduled payment terms as stipulated in the contract.
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3.Please refer to Note 8 for the information of noncurrent assets held for sale pledged as collateral.
6.9 Financial assets at fair value through other comprehensive income or loss - noncurrent
| Financial assets at fair value through noncurrent |
other comprehensive income or loss - | other comprehensive income or loss - |
|---|---|---|
| Item Equity instruments: Domestic listed stocks Domestic unlisted stocks Subtotal Valuation adjustment Total |
December 31 | |
| 2020 $45,000 556,953 $601,953 88,963 $690,916 |
2019 | |
| $45,000 558,040 |
||
| $603,040 101,365 |
||
| $704,405 |
- 1.The Company invests in domestic listed and unlisted stocks in accordance with its medium/long-term strategies and expects to make a profit through long-term investment. Management of the Company believes that it is not consistent with the afore-mentioned long-term investment planning if the short-term fair value changes of such investment are presented in profit or loss. Therefore, the Company elects to designate such investment as to be measured at FVTOCI.
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-
2.For related credit risk management and means of assessing, please refer to Note 12(2).
-
3.As of December 31, 2020 and 2019, the Company had no financial assets at FVTOCI pledged as collateral.
6.10 Investments accounted for using equity method
| Investee Subsidiaries: Yieh Phui (Hong Kong) Holdings Limited Yieh Hsing Enterprise Co., Ltd. Kuo Chang Enterprise Co., Ltd. United Brightening Development Corp. Great Emperor Hotel Co., Ltd. Kings Garden International Co., Ltd. Others Subtotal Associates: Associates with significance: Yieh United Steel Corp. Eliter International Corp. Tangeng Iron Works Co., Ltd. E-Da Development Corp. Associates without significance Subtotal Prepaid investment: Great Emperor Hotel Co., Ltd. Kings Garden International Co., Ltd. Total |
December 31 | December 31 |
|---|---|---|
| 2020 $9,502,034 971,579 1,062,054 1,445,019 2,491,930 2,087,966 2,686,631 $20,247,213 $2,653,964 2,650,801 1,154,704 1,116,484 1,741,763 $9,317,716 $- 209,066 |
2019 | |
| $8,390,606 1,207,867 1,080,043 1,587,809 1,453,417 2,036,058 3,367,592 |
||
| $19,123,392 | ||
| $3,193,845 2,666,548 1,221,462 1,196,618 1,666,137 |
||
| $9,944,610 | ||
| $133,597 - |
||
| $29,773,995 | $29,201,599 |
1.Subsidiaries:
-
(1) For information of the Company’s subsidiaries, please refer to Note 4.3 of the Company’s Year 2020 consolidated financial statements.
-
(2) Investments accounted for using equity method and the Company’s share of profit or loss and share of other comprehensive income were calculated based on audited financial statements, except for those of Good Honor Holdings Ltd. and Worthing Honor Holdings Ltd. However, management of the Company considered no material adjustment if the financial statements of afore-mentioned subsidiaries had been audited.
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2.Associates:
- (1) Major associates of the Company are as follows:
| CompanyName Yieh United Steel Corp. Eliter International Corp. Tangeng Iron Works Co., Ltd. E-Da Development Corp. |
ShareholdingPercentage | ShareholdingPercentage |
|---|---|---|
| December 31,2020 25.82% 32.84% 11.30% 28.44% |
December 31,2019 | |
| 25.62% 32.84% 11.30% 28.44% |
Please refer to Table 9 and Table 10 in Note 13 for the nature of business, main operation location and countries of registration of the associates listed above.
-
(2) The summarized financial information in respect of the Company’s major associates is as follows:
-
A. Balance Sheets
| associates is as follows: A. Balance Sheets |
||
|---|---|---|
| Current assets Noncurrent assets Current liabilities Noncurrent liabilities Equity Share in associates’ net assets Unrealized loss from transactions with associates Carrying amount of associate Current assets Noncurrent assets Current liabilities Noncurrent liabilities Equity Share in associates’ net assets Unrealized loss from transactions with associates Carrying amount of associate |
Yieh United | Steel Corp. |
| December 31, 2020 December 31, 2019 $8,876,058 $8,343,346 35,131,909 36,320,870 21,887,485 23,899,830 11,607,523 8,107,714 $10,512,959 $12,656,672 $2,714,726 $3,254,607 (60,762) (60,762) $2,653,964 $3,193,845 Eliter International Corp. |
December 31, 2019 | |
| $8,343,346 36,320,870 23,899,830 8,107,714 |
||
| $12,656,672 | ||
| $3,254,607 (60,762) |
||
| $3,193,845 | ||
| December 31, 2020 $7,219,188 4,963,316 2,693,464 1,273,422 $8,215,618 $2,698,295 (47,494) $2,650,801 |
December 31, 2019 | |
| $6,971,622 5,195,803 1,603,831 2,299,960 |
||
| $8,263,634 | ||
| $2,714,066 (47,518) |
||
| $2,666,548 |
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Tangeng Iron Works Co., Ltd.
| TangengIron Works Co., Ltd. | TangengIron Works Co., Ltd. | TangengIron Works Co., Ltd. | orks Co., Ltd. | orks Co., Ltd. |
|---|---|---|---|---|
| December 31, 2020 December 31, 2019 Current assets $3,180,884 $4,274,280 Noncurrent assets 23,623,947 23,749,927 Current liabilities 2,439,751 3,638,556 Noncurrent liabilities 11,815,071 11,244,913 Equity $12,550,009 $13,140,738 Share in associates’ net assets $1,154,704 $1,221,462 Unrealized loss from transactions with associates - - Carrying amount of associate $1,154,704 $1,221,462 E-Da Development Corp. December 31,2020 December 31,2019 Current assets $605,393 $867,776 Noncurrent assets 7,974,851 8,123,713 Current liabilities 886,455 1,021,390 Noncurrent liabilities 3,741,418 3,735,304 Equity $3,952,371 $4,234,795 Share in associates’ net assets $1,124,143 $1,204,471 Unrealized loss from transactions with associates (7,659) (7,853) Carrying amount of associate $1,116,484 $1,196,618 B.Statements of Comprehensive Income Yieh United Steel Corp. 2020 2019 Operating revenue $31,873,617 $35,843,299 Net income (loss) ($1,877,471) ($3,046,907) Other comprehensive income (loss) (net after tax) (259,646) (325,289) Total comprehensive income (loss) ($2,137,117) ($3,372,196) Dividends received from associate $- $- Eliter International Corp. 2020 2019 Operating revenue $267,888 $229,538 Net income (loss) $(66,028) ($144,372) Other comprehensive income (loss) (net after tax) 18,011 (5,901) Total comprehensive income (loss) ($48,017) ($150,273) Dividends received from associate $- $- |
December 31, 2020 December 31, 2019 $3,180,884 $4,274,280 23,623,947 23,749,927 2,439,751 3,638,556 11,815,071 11,244,913 $12,550,009 $13,140,738 $1,154,704 $1,221,462 - - $1,154,704 $1,221,462 E-Da Development Corp. |
December 31, 2019 | ||
| $4,274,280 23,749,927 3,638,556 11,244,913 |
||||
| $13,140,738 | ||||
| $1,221,462 - |
||||
| $1,221,462 | ||||
| December 31,2019 | ||||
| $867,776 8,123,713 1,021,390 3,735,304 |
||||
| $4,234,795 | ||||
| $1,204,471 (7,853) |
||||
| $1,196,618 | ||||
| Steel Corp. | ||||
| 2020 2019 $31,873,617 $35,843,299 ($1,877,471) ($3,046,907) (259,646) (325,289) ($2,137,117) ($3,372,196) $- $- Eliter International Corp. 2020 2019 $267,888 $229,538 $(66,028) ($144,372) 18,011 (5,901) ($48,017) ($150,273) $- $- |
2019 | |||
| $35,843,299 | ||||
| ($3,046,907) (325,289) |
||||
| ($3,372,196) | ||||
| $- | ||||
| 2020 $267,888 $(66,028) 18,011 ($48,017) $- |
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| Operating revenue Net income (loss) Other comprehensive income (loss) (net after tax) Total comprehensive income (loss) Dividends received from associate Operating revenue Net income (loss) Other comprehensive income (loss) (net after tax) Total comprehensive income (loss) Dividends received from associate |
TangengIron Works Co., Ltd. 2020 2019 $10,828,679 $12,350,956 ($665,673) $14,953 74,943 49,483 ($590,730) $64,436 $ - $ - E-Da Development Corp. 2020 2019 $704,305 $795,002 ($322,389) ($294,609) 39,953 (14,958) ($282,436) ($309,567) $ - $ - |
|---|---|
| 2020 $704,305 ($322,389) 39,953 ($282,436) $ - |
- (3) Shares of individually insignificant associates of the Company are summarized as follows:
| as follows: | ||
|---|---|---|
| Share of: Net income (loss) Other comprehensive income (loss) (net after tax) Total comprehensive income (loss) |
Year Ended December 31 | |
| 2020 $37,015 38,807 $75,822 |
2019 $23,068 (39,810) ($16,742) |
- (4) Associates of the Company with quoted prices in active market (Level 1 fair value inputs) are as follow:
| value inputs) are as follow: | ||
|---|---|---|
| Yieh United Steel Corp. (Note) Tangeng Iron Works Co., Ltd. Total |
December 31 | |
| 2020 $4,019,579 1,530,701 $5,550,280 |
2019 | |
| $2,797,426 1,696,824 |
||
| $4,494,250 |
- (Note): The fair value information above does not include shares acquired in private placement, which are not allowed to be transferred freely in open markets.
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-
(5) For Tangeng Iron Works Co., Ltd., Skylark Hot Spring & Resort Corp., E-Da Tour Bus Corporation, E-Da Bus Transportation Co., Ltd., E-Da Entertainment Co. and E-Da Health Biotech Co., Ltd, the Company has significant influence either as a result of holding more than 20% of their respective shares with its subsidiairies, or being a director in such entities. Consequently, those entities are accounted for using equity method. The company and its subsidiaries hold company Z together
-
(6) After considering the amount and distribution of other shareholders which are not extremely dispersed, the Company is not able to lead the company’s activities. Thus, the Company and its subsidiaries has no control even though it holds 38%, 45%, 43.56%, 34.38% and 30.51% of E-Da Health Biotechnology Co., Ltd., Zheng Xin Security Co., Ltd., Eliter International Corp., E-Da Development Corp., and Yieh United Steel Corp. and is the single largest shareholder. The management believes the Company only had significant impact to these companies, so classified them as the associates.
-
(7) The Company participated in the private placement of Yieh United Steel Corp. in February 2017, and December 2015, and subscribed at $ 7 per share, with the total subscription amount of $204,876 thousand and $1,100,400 thousand, respectively. Pursuant to the Securities and Exchange Act, securities from private placement can only be traded freely in the open markets when they are held for three years from the delivery date and the issuer has to complete the supplementary procedures of public offering.
-
(8) Due to cross ownership and the adoption of equity method between the Company and Yieh United Steel Corp., an investee accounted for using equity method, investment gain (loss) is recognized using the treasury stock approach.
-
(9) Except for E United Japan Co., Ltd., investments accounted for using equity method and the Company’s share of profit or loss and other comprehensive income are calculated based on audited financial statements of those investees. However, the Company’s management considers no material impact if the financial statements of above investees had been audited.
-
(10) As of December 31, 2020 and 2019, no investments under equity method were pledged as collateral by the Company.
6.11 Property, Plant and Equipment
| Property, Plant and Equipment | ||
|---|---|---|
| Item Land Buildings and structures Machinery Other equipment Equipment to be inspected and construction in progress Total cost Less: Accumulated depreciation Accumulated impairment Total |
December 31 | |
| 2020 $1,507,283 3,619,042 12,664,614 831,549 363,056 $18,985,544 (11,806,712) (70,671) $7,108,161 |
2019 | |
| $1,507,283 3,619,138 12,805,210 1,042,585 435,118 |
||
| $19,409,334 (11,799,308) (223,116) |
||
| $7,386,910 |
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| Cost | Land | Buildings and structures |
Machinery $12,805,210 49,763 (253,612) 63,253 - $12,664,614 $8,948,169 330,789 (244,410) - $9,034,548 |
Other equipment | Equipment to be inspected and construction in progress |
Total |
|---|---|---|---|---|---|---|
| $1,507,283 - - - - |
$3,619,138 5,043 (8,362) 3,223 - |
$1,042,585 13,206 (236,262) 12,020 - |
$435,118 158,879 - (78,496) (152,445) |
$19,409,334 226,891 (498,236) - (152,445) |
||
| Balance, January 1, 2020 Additions Disposals Reclassifications Write-off cumulative impairment Balance, December 31, 2020 Accumulated depreciation and impairment |
||||||
| $1,507,283 | $3,619,042 | $831,549 | $363,056 | $18,985,544 | ||
| $ - - - - |
$2,086,060 109,696 (7,778) - |
$765,079 54,187 (235,080) - |
$223,116 - - (152,445) |
$12,022,424 494,672 (487,268) (152,445) |
||
| Balance, January 1, 2020 Depreciation Disposals Write-off cumulative impairment Balance, December 31, 2020 Cost |
||||||
| $ - | $2,187,978 | $584,186 | $70,671 | $11,877,383 | ||
| Land | Buildings and structures $3,685,177 5,255 (81,188) 9,894 $3,619,138 $2,057,363 108,199 (79,502) $2,086,060 |
Machinery | Other equipment | Equipment to be inspected and construction in progress |
Total | |
| $1,506,714 569 - - |
$12,806,994 47,696 (75,982) 26,502 |
$1,151,102 9,017 (151,496) 33,962 |
$289,490 215,986 - (70,358) |
$19,439,477 278,523 (308,666) - |
||
| Balance, January 1, 2019 Additions Disposals Reclassifications Balance, December 31, 2019 Accumulated depreciation and impairment |
||||||
| $1,507,283 | $12,805,210 | $1,042,585 | $435,118 | $19,409,334 | ||
| $ - - - |
$8,642,254 366,581 (60,666) |
$860,012 54,413 (149,346) |
$223,116 - - |
$11,782,745 529,193 (289,514) |
||
| Balance, January 1, 2019 Depreciation Disposals Balance, December 31, 2019 |
||||||
| $ - | $8,948,169 | $765,079 | $223,116 | $12,022,424 |
- 1.Reconciliations of current additions and the acquisition of property, plant and equipment in statement of cash flows were as follows:
| Item Increase in property, plant and equipment Increase/decrease in payables for purchase of equipment Cash paid for acquisition of property, plants and equipment |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2020 $226,891 (18,574) $208,317 |
2019 | |
| $278,523 9,365 |
||
| $287,888 |
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-
2.Please refer to Note 6.31 for details of the amount of capitalized borrowing costs.
-
3.Impairment losses for property, plant and equipment recognized for 2020 and 2019 were both $0 thousand.
-
4.As of December 31, 2019, the Company’s cumulative impairment losses was $223,116 of the painting equipment and other equipment in Pingnan plant due to the termination of expansion of such plant, of which the Pingnan plant’s land was sold in 2020, so the plant’s equipment has been cumulative impairment losses by $152,445 thousand to reduce equipment to be inspected and construction in progress. As of December 31, 2020, the accumulative impairment losses were $70,671 thousand.
-
5.For the information about property, plant and equipment pledged as collateral, please see Note 8 for details.
-
6.The Company’s land amounting to both $8,516 thousand as of December 31 2020 and 2019 is unable to be registered under the name of the Company due to regulation restriction. Accordingly, the ownership was registered under the name of an individual with a mortgage registration as safeguard measures.
6.12 Lease Agreement
A. Right-of-use asset
| Item | December 31 | December 31 | 2019 $291,555 26,630 $318,185 (14,792) - $303,393 Total |
||
|---|---|---|---|---|---|
| 2020 $300,031 26,630 $326,661 (28,447) - $298,214 Land Buildings $291,555 $26,630 9,793 - (1,317) - $300,031 $26,630 $10,531 $4,261 10,711 4,261 (1,317) - $19,925 $8,522 Land Buildings $ - $ - 288,959 26,630 2,596 - $291,555 $26,630 $ - $ - 10,531 4,261 $10,531 $4,261 |
|||||
| Land $291,555 9,793 (1,317) $300,031 $10,531 10,711 (1,317) $19,925 Land $ - 288,959 2,596 $291,555 $ - 10,531 $10,531 |
|||||
| $ 318,185 9,793 (1,317) |
|||||
| $326,661 | |||||
| $ 14,792 14,972 (1,317) |
|||||
| $28,447 | |||||
| Total | |||||
| $ - 315,589 2,596 |
|||||
| $318,185 | |||||
| $ - 14,792 |
|||||
| $14,792 |
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B. Lease liabilities
| . Lease liabilities | ||
|---|---|---|
| Item Carrying amount of lease liabilities - current - noncurrent |
December 31 | |
| 2020 $10,307 $199,663 |
2019 | |
| $9,639 | ||
| $209,141 |
The discount rate interval for lease liabilities is 1.9661%.
Please refer to Note 12(2) for lease liabilities with repayment periods. C. Significant lease activities and clause
The Company rented land and buildings for operation. The lease terms range from 1 to 31 years. Part of the lease may be extended with its duration and is calculated based on the area of the land leased and the rate based on the announced land value of the current year. In accordance with the contract, without the lessor’s consent, the Company is not allowed to sublet the leased object to the third party. There is no sign of impairment of right-of-use assets, hence the Company didn’t assess the impairment as of December 31, 2020 and 2019.
D. Other lease information:
(1) The current lease relevant expense information was as follows:
| er lease information: The current lease relevant expense |
information was as follows: | information was as follows: |
|---|---|---|
| Item Short-term lease expense Gross cash outflow (Note) |
Year Ended December 31 | |
| 2020 $12,517 $22,764 |
2019 | |
| $14,015 | ||
| $24,589 |
(Note): Including principle paid for lease liability.
6.13 Investment properties
| Investment properties | ||
|---|---|---|
| Item Land Construction in progress Total cost |
December 31 | |
| 2020 $443,349 - $443,349 |
2019 | |
| $923,785 40,554 |
||
| $964,339 |
- Investment properties and accumulated depreciation and impairment c hanges are as follows
| as follows | |||
|---|---|---|---|
| Cost | Land | Construction inprogress |
Total |
| $923,785 - (378,934) (146,062) 44,560 |
$40,544 20,065 - (16,059) (44,560) |
$964,339 20,065 (378,934) (162,121) - |
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| Cost | Land $1,078,509 - (132,852) (21,872) $923,785 |
Construction inprogress |
Total |
|---|---|---|---|
| $36,988 13,930 (8,894) (1,470) |
$1,115,497 13,930 (141,746) (23,342) |
||
| Balance, January 1, 2019 Additions Disposals Transferred to noncurrent assets held for sale Balance, December 31, 2019 |
|||
| $40,554 | $964,339 |
- 1.Rental revenue and direct operating expenses of investment properties:
| Item Rental revenue from investment properties Direct operating expenses incurred by the investment properties with rental revenue generating in current period Direct operating expenses incurred by the investment properties with no rental revenue generating in current period |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2020 $11,796 $1,775 $3,324 |
2019 | |
| $11,796 | ||
| $1,787 | ||
| $8,459 |
-
2.As of December 31, 2020 and 2019, the fair values of investment properties held by the Company were $861,405 thousand and $2,336,794 thousand, respectively, which were based on evaluation appraised by independent appraisers as of December, 2019. Such evaluation adopted the comparative approach by reference to the market evidence similar to the real estate transaction prices. Those are Level 3 fair value inputs. Please refer to Note 12(3). The Company believes that there would not be any material fluctuation in the fair value of such investment properties after their appraisal. Appraisal will be taken place every two years on the investment properties.
-
Please refer to Note 8 for investment properties pledged to others.
6.14 Refundable deposits
| Refundable deposits | ||
|---|---|---|
| Item Deposit for dumping margins Customs duty guarantee Rent deposits Others Total |
December 31 | |
| 2020 $148,596 270,560 3,234 17 $422,407 |
2019 | |
| $851,218 284,810 3,345 17 |
||
| $1,139,390 |
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An antidumping investigation into the corrosion-resistant steel sold from Taiwan, conducted by the Department of Commerce of the U.S. in June 2015, had completed in July 2016, with an official announcement that all corrosion resistant products manufactured in or sold from Taiwan must temporarily bear a dumping margin duty. The custom was also instructed to impose a temporary dumping margin on all entries of merchandise sold by the Company to the U.S. that had been covered by the investigation. The antidumping duty is imposed by the U.S. using the retrospective system. The difference between the tax rate of the provisional tax rate paid and the final survey result is presented as “refundable deposit”.
6.15 Short-term Loans
| Type of Loan Credit for material purchase Credit loans Total Type of Loan Credit for material purchase Credit loans Total |
December 31, 2020 | December 31, 2020 |
|---|---|---|
| Amount Interest Rate $ 4,613,299 0.93%-2.00% 3,298,000 1.39%-2.05% $7,911,299 December 31, 2019 |
Interest Rate | |
| Amount $4,919,122 3,217,000 $8,136,122 |
Interest Rate | |
| 1.54%-3.98% 1.34%-2.17% |
Some financial assets, and property, plant, and equipment are pledged as collateral for short-term loans. Please refer to Note 8 for details.
6.16 Short-term notes and bills payable
| Item Commercial paper payable Less: Unamortized discount Net Interest Rate Range |
December 31 | December 31 |
|---|---|---|
| 2020 $600,000 (885) $599,115 1.67%-1.85% |
2019 | |
| $600,000 (1,160) |
||
| $598,840 | ||
| 1.70%-1.80% |
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6.17 Other Payables
| 6.17 Other Payables | ||
|---|---|---|
| Item Compensations payable Export and transportation expenses payable Utility expense payable Cash dividends payable - from previous period Interest payable Repairing charges payable Equipment payable Others Total |
December 31 | |
| 2020 $204,534 79,177 33,524 23,065 15,674 14,689 22,939 70,147 $463,749 |
2019 | |
| $156,283 64,873 33,781 22,996 19,262 16,216 4,365 84,001 |
||
| $401,777 |
Please refer to Note 7.3.6 for related party transactions.
6.18 Provisions - current
| 6.18 Provisions - current | ||||
|---|---|---|---|---|
| December 31 | ||||
| Item | 2020 | 2019 | ||
| Employee benefits | $48,907 | $49,813 | ||
| Onerous contract | 3,269 | 1,006 | ||
| Total | $52,176 | $50,819 | ||
| Employee | Onerous | |||
| Item | benefits | contract | Total | |
| January 1, 2020 | $49,813 | $1,006 | $50,819 | |
| Recognized in current period | 48,907 | 3,269 | 52,176 | |
| Write-off in current period | (49,813) | (1,006) | (50,819) | |
| December 31, 2020 | $48,907 | $3,269 | $52,176 | |
| Employee | Onerous | |||
| Item | benefits | contract | Others | Total |
| January 1, 2019 | $48,711 | $ 2,416 | $16,831 | $67,958 |
| Recognized in current period | 49,813 | 1,006 | - | 50,819 |
| Write-off in current period | (48,711) | (2,416) | (16,831) | (67,958) |
| December 31, 2019 | $49,813 | $1,006 | $ - | $50,819 |
1.Provision for employee benefits is an estimate of the short-term service leave vested to employees.
2.Provision for onerous contracts covers the expected loss of construction contract.
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6.19 Long-term Loans and Current Portion of Long-term Loans
December 31
| Item Bank syndicated loans: Secured loans from banks Unsecured loans from banks Total Less: Unamortized discount Less: Current portion Long-term loans Interest rate range |
2020 $7,312,500 764,240 248,000 $8,324,740 (11,941) (1,988,415) $6,324,384 1.45%-2.25% |
2019 |
|---|---|---|
| $8,275,000 1,509,380 188,667 |
||
| $9,973,047 (17,442) (1,636,335) |
||
| $8,319,270 | ||
| 1.82%-2.25% |
-
1.Please refer to Note 8 for the collateral of the above bank loans.
-
2.According to syndicated loan agreements with banks, the Company needs to maintain several financial ratios, including current ratio, liability ratio and interest coverage ratio, at a certain level, calculated based on the audited annual consolidated financial statements and the reviewed semi-annual consolidated financial statements for the duration of the contracts. Since the Company failed to meet certain financial ratios in 2020, it needed to pay to the managing bank a compensation at 0.15% of the loan balance within agreed time. However, this was not seen as a breach of contract.
6.20 Benefit Plan After Retirement
-
1.Defined contribution plan
-
The pension system based on the Labor Pension Act which is applicable to the Company’s domestic entities is a defined contribution plan managed by government. Companies would make monthly contribution equal to 6% of each employee's monthly salary to the employees' individual pension accounts at the Bureau of Labor Insurance.
-
Contributions based on the percentage stipulated in the defined contribution pension plans of the Company and recognized as expenses in the standalone statement of comprehensive income were $49,882 thousand and $50,228 thousand for the years ended December 31, 2020 and 2019, respectively
-
2.Defined benefit plans
-
(1)The pension plan under the Labor Standards Law, which is applicable to the Company’s domestic entities, is a defined benefit pension plan managed by the government. Under the defined benefit pension plan, pension benefits are based on the average monthly salaries and wages of the last 6 months prior to retirement and the duration of employment. Those companies contribute monthly an amount equal to 10% of the employees' monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, under the name of the independent retirement fund committee. Before the end of year, if the balance at the retirement fund is not sufficient to cover all employees retiring next year, a lump-sum deposit should be made before March-end of the following year to cover the difference. The retirement fund is managed by the Bureau of Labor
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Funds, Ministry of Labor. The Company does not have rights to influence its investment management strategy.
- (2)The amounts recognized in the standalone balance sheet for obligations from defined benefit plans are as
| defined benefit plans are as | ||
|---|---|---|
| Item Present value of defined benefit obligations Fair value of planned assets Net defined benefit liability |
December 31 | |
| 2020 $1,241,948 (839,364) $402,584 |
2019 | |
| $1,338,657 (834,654) |
||
| $504,003 |
(3)Movements in net defined benefit liability are as follows:
| Item Balance as of January 1 Cost of service Current service cost Interest expense (income) Recognized in profit and loss Remeasurement Return on plan asset (Amounts included in interest income or expense are excluded) Actuarial (gains) losses - Effect of change in demographic assumptions Effect of change in financial assumptions Experience adjustment Recognized in other comprehensive income Pension fund contribution Paid pension Balance as of December 31 |
Year Ended December 31,2020 | Year Ended December 31,2020 | Year Ended December 31,2020 |
|---|---|---|---|
| Present value of defined benefit obligations $1,338,657 4,311 9,114 13,425 - 16 44,909 (55,398) (10,473) - (99,661) $1,241,948 |
Fair value of planned assets ($834,654) - (5,801) (5,801) (27,118) - - - (27,118) (60,669) 88,878 $(839,364) |
Net defined benefit liability |
|
| $504,003 4,311 3,313 |
|||
| 7,624 | |||
| (27,118) 16 44,909 (55,398) |
|||
| (37,591) | |||
| (60,669) (10,783) |
|||
| $402,584 |
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Year Ended December 31, 2019
| Item Balance as of January 1 Cost of service Current service cost Past service cost Interest expense (income) Recognized in profit and loss Remeasurement Return on plan asset (Amounts included in interest income or expense are excluded) Actuarial (gains) losses - Effect of change in demographic assumptions Effect of change in financial assumptions Experience adjustment Recognized in other comprehensive income Pension fund contribution Paid pension Balance as of December 31 |
Present value of defined benefit obligations $1,370,595 6,073 (395) 10,133 15,811 - 203 6,306 (33,280) (26,771) - (20,978) $1,338,657 |
Fair value of planned assets ($758,436) - - (5,779) (5,779) (28,303) - - - (28,303) (63,114) 20,978 ($834,654) |
Net defined benefit liability |
|---|---|---|---|
| $612,159 6,073 (395) 4,354 |
|||
| 10,032 | |||
| (28,303) 203 6,306 (33,280) |
|||
| (55,074) | |||
| (63,114) - |
|||
| $504,003 |
- (4)Through the pension plan under the Labor Standards Law, the Company is exposed to the following risks:
A.Investment risk
The pension funds are invested in equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the government's designated authorities or under the mandated management by Bureau of Labor Funds, Ministry of Labor. However, the rate of return on the Company’ s planned assets shall not be less than the average interest rate on a two-year time deposit published by the local banks.
B.Interest rate risk
A decrease in the government bond interest rate will increase the present value of the defined benefit obligation, however, the return on the debt investments of the plan assets will also increase. Those two will partially offset each other. C.Salary risk
The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
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- (5)The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The principal assumptions adopted on the valuation date were as follows:
| valuation date were as follows: | ||
|---|---|---|
| Item Discount rate Future salary increase rate Average maturity period of defined benefit obligations |
Measurement date | |
| December 31, 2020 0.30% 2.00% 9 years |
December 31, 2019 | |
| 0.70% | ||
| 2.00% | ||
| 9 years |
-
A.Assumptions on future mortality experience are set based on the 5th Taiwan Standard Ordinary Experience Mortality Table.
-
B.If a reasonable change in one of the principal assumptions for actuarial valuation occurred and all other assumptions were held constant, the increase (decrease) in the present value of defined benefit obligation would be as follows:
| follows: | ||
|---|---|---|
| Item Discount rate Increase by 0.25% Decrease by 0.25% Expected growth rate of salaries Increase by 0.25% Decrease by 0.25% |
December 31 | |
| 2020 ($28,346) $29,306 $28,738 ($27,949) |
2019 | |
| ($31,096) | ||
| $32,185 | ||
| $31,689 | ||
| ($30,780) |
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
- (6)The Company expects to make contributions of $56,445 thousand to the pension plans for the year ended December 31, 2021.
6.21 Common Stock
- 1.Quantities and values of the Company’s outstanding common shares at the beginning and ending of periods were as follows:
| Item January 1 Cancellation of treasury shares December 31 |
Year Ended December31,2020 | Year Ended December31,2020 |
|---|---|---|
| Shares (thousand shares) 1,913,327 (22,758) 1,890,569 |
Amount | |
| $19,133,275 (227,580) |
||
| $18,905,695 |
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| Item January 1 Capitalization of earnings December 31 |
Year Ended December31,2019 | Year Ended December31,2019 |
|---|---|---|
| Shares (thousand shares) 1,875,811 37,516 1,913,327 |
Amount | |
| $18,758,113 375,162 |
||
| $19,133,275 |
-
2.As of December 31, 2020, the Company had an authorized capital of $20,000,000 thousand with 2,000,000 thousand shares.
-
3.The Company’s Board of Directors resolved on August 4, 2020 to cancel its treasury stocks. The amount of capital reduction was $227,580 thousand, with 22,758 thousand shares eliminated, and the capital reduction ratio was 1.19%. The record date for capital reduction was set on August 14, 2020.
-
4.The Company’s shareholders’ meeting held on June 20, 2019 resolved to capitalize earnings of $375,162 thousand. The plan was approved by FSC on July 12, 2019 and 37,516 thousand shares of common share at the par value of $10 were issued. The record date for capital increase was set on September 2, 2019.
6.22 Capital Surplus
| Item Share premium Treasury stock transaction Difference between the price received from acquisition or disposal of a subsidiary and its book value Change in ownership interests in subsidiaries accounted for using equity method Changes in associates and jointventures recognized under equity method Total |
December 31 | December 31 |
|---|---|---|
| 2020 $4,060,366 600,112 218,574 8,665 41,290 $4,929,007 |
2019 | |
| $4,060,366 557,739 216,200 8,665 41,311 |
||
| $4,884,281 |
Under the Company Act, capital surplus arising from shares issued at premium or from donation may be used for offsetting deficit. Furthermore, if the Company has no accumulated loss, capital surplus may be used for issuing new shares or distributing cash in proportion to shareholders' original holdings. In accordance with regulations in the Securities and Exchange Act, when the above-mentioned capital surplus is used for capitalization, the total amount every year shall not exceed 10% of the paid-in capital. The Company may use capital surplus to offset loss only when the amount of earnings and reserves are insufficient to offset the loss. The capital surplus generated from investment under equity method shall not be used for any purposes.
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6.23 Retained Earnings
-
1.A residual dividend distribution policy is adopted in accordance with the Company’s business expansion and profitability after considering the fact that the Company is currently in its growing phase. The annual net income, if any, should be used to pay off all the taxes and duties, as well as to compensate prior deficits. The remaining amount, if any, should be appropriated in the following order of presentation:
-
(1)10% as legal reserve;
-
(2)set aside or reverse a certain amount as or of special reserve according to operating needs or laws or regulations;
-
(3)the remaining net income plus unappropriated earnings from prior years may be used as dividends or bonus for shareholders after proposed by the Board of Directors and resolved by the shareholders meeting.
-
In principle, earnings shall be distributed in the form of stock dividends in accordance with the Company’s capital requirement for business expansion and profitability. Cash dividends are distributed at between 20% to 100% of total dividends distributed in accordance with the actual profitability while stock dividends are distributed at between 0% to 80% of the total dividends distributed.
-
2.Legal reserves may only be used for offsetting deficits and issuing new shares or distributing cash in proportion to shareholders’ original holdings. However, when new shares are issued or cash is distributed, the amount shall be limited to 25% of the reserves in excess of the paid-in capital.
-
3.Special reserve
| 3.Special reserve | ||
|---|---|---|
| Item Provision for debit balance of other equity Provision upon initial application of IFRSs Total |
December 31 | |
| 2020 $231,475 327,757 $559,232 |
2019 | |
| $231,475 327,757 |
||
| $559,232 |
-
(1)The Company may allocate earnings only after providing special reserve for debt balance in other equity on the date of balance sheet, and the reversal of debit balance in other equity, if any, may be stated into allocable earnings.
-
(2)Upon first-time adoption of IFRSs, the special reserve provided pursuant to the official letter under Jin-Guan-Jheng-Fa-Zih No. 1010012865 dated April 6, 2012 may be reversed to allocable retained earnings in proportion to the special reserve as provided originally, if the Company uses, disposes of or reclassifies the relevant assets in the future.
-
4.The Company’s appropriations of earnings for 2019 had been approved in the shareholders’ meeting held in June 2020. No dividends will be distributed to the shareholders due to accumulated deficit. Earnings distribution proposals and dividends per share for 2018, which were resolved by the shareholders’ meeting in June 2019, are stated below:
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| Item Legal reserve Appropriation for (reversal of) special reserve Cash dividends for common stock Stock dividends for common stock Total |
Year Ended December 31, 2018 | Year Ended December 31, 2018 |
|---|---|---|
| Earnings appropriation proposal $30,850 (77,423) 187,581 375,162 $516,170 |
Dividends per share(NTD) |
|
| 0.1 0.2 |
- The appropriation of 2020 earnings had been proposed by the board of directors on March 2021. Details were summarized below:
| Item Legal reserve Appropriation for (reversal of) special reserve Cash dividends for common stock Stock dividends for common stock Total |
Year Ended December 31, 2020 | Year Ended December 31, 2020 |
|---|---|---|
| Earnings appropriation proposal $16,373 147,631 - - $163,734 |
Dividends per share(NTD) |
|
| - - |
- 6.Information about earnings distribution approved by the Board of Directors and resolved by the shareholders meeting is available at the Taiwan Stock Exchange Market Observation Post System website.
6.24 Other Equity Items
| 6.24 Other Equity Items | ||||
|---|---|---|---|---|
| Item | Exchange differences on translation of foreign financial statements |
Unrealized gain (loss) on financial asset at fair value through other comprehensive income |
Gain (loss) on hedging instruments |
Total |
| Balance, January 1, 2020 Unrealized gain (loss) on financial assets at fair value through other comprehensive income Share of associates and joint ventures accounted for using equity method Disposal of unrealized gain (loss) on financial assets at fair value through other comprehensive income Balance, December 31, 2020 |
($1,090,046) - (97,490) - |
$105,537 (12,402) 134,264 (756) |
$6,338 - 46 - |
($978,171) (12,402) 36,820 (756) |
| $(1,187,536) | $226,643 | $6,384 | $(954,509) |
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| Item | Exchange differences on translation of foreign financial statements |
Unrealized gain (loss) on financial asset at fair value through other comprehensive income |
Gain (loss) on hedging instruments |
Total |
|---|---|---|---|---|
| Balance, January 1, 2019 Unrealized gain (loss) on financial assets at fair value through other comprehensive income Share of associates and joint ventures accounted for using equity method Balance, December 31, 2019 |
($723,803) - (366,243) |
$157,892 (16,454) (35,901) |
$6,679 - (341) |
($559,232) (16,454) (402,485) |
| ($1,090,046) | $105,537 | $6,338 | ($978,171) |
6.25 Treasury stock
- 1.Purpose of treasury stock and changes in quantity:
Unit: Thousand Shares
| Year Ended December 31,2020 | Year Ended December 31,2020 | ||
|---|---|---|---|
| January1 - |
Addition 22,758 |
Reduction (22,758) |
December31 |
| - |
-
2.In order to protect the Company’s credit and shareholders’ equity, the Company’s Board of Directors resolved on March 13, 2020 to repurchase 100,000 thousand shares from March 16 to May 15, 2020. The number of shares repurchased by the Company as of May 15, 2020 is 22,758 thousand shares, with the amount of $185,207 thousand. The Company’s Board of Directors resolved on August 4, 2020 to cancel its treasury stocks with 22,758 thousand shares eliminated, and the capital reduction ratio was 1.19%. The record date for capital reduction was set on August 14, 2020.
-
3.Pursuant to the Securities and Exchange Act, 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 realized capital surplus.
-
4.Pursuant to the Securities and Exchange Act, treasury shares should not be pledged as collateral and is not entitled to shareholder’s rights before it is reissued.
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6.26 Operating Revenue
| Operating Revenue | ||
|---|---|---|
| Item Revenue from contracts with customers Sales revenue Construction revenue Processing revenue Realized (unrealized) profits from sales Total sales revenue from contracts with customers Less: Sales return Sales discount Net operating revenue |
Year Ended December 31 | |
| 2020 $19,686,105 1,135,230 167,736 (3,252) $20,985,819 - (49,609) $20,936,210 |
2019 | |
| $23,307,579 1,646,688 119,464 (29,986) |
||
| $25,043,745 - (72,731) |
||
| $24,971,014 |
1.Segments of revenue from contracts with customers
The Company’s source of revenue comes from providing goods and services that are transferred either over time or at a specific timing. Revenue can be split into the following segments:
(1)Segmented by revenue from different types of goods and services: 2020:
| 2020: | ||||
|---|---|---|---|---|
| External customer Contract revenue Timing of revenue recognition Revenue recognized at a specific timing Revenue recognized over time Total 2019: External customer Contract revenue Timing of revenue recognition Revenue recognized at a specific timing Revenue recognized over time Total |
Steel coils and steelpipes $19,636,496 $19,636,496 - $19,636,496 Steel coils and steelpipes $23,234,848 $23,234,848 - $23,234,848 |
Construction revenue $1,131,978 $ - 1,131,978 $1,131,978 Construction revenue $1,616,702 $ - 1,616,702 $1,616,702 |
Others $167,736 $167,736 - $167,736 Others $119,464 $119,464 - $119,464 |
Total |
| $20,936,210 | ||||
| $19,804,232 1,131,978 |
||||
| $20,936,210 | ||||
| Total | ||||
| $24,971,014 | ||||
| $23,354,312 1,616,702 |
||||
| $24,971,014 |
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(2)For detailed revenue information by business segments, please refer to Note 14. 2.Contract Balances
| Contract Balances | ||
|---|---|---|
| Item Notes receivable and accounts receivable Contract assets - current Steel structure construction and overhead cranes Contract liabilities - current Unearned sales revenue Advance construction receipts Total |
December 31 | |
| 2020 $1,363,795 $322,636 $434,560 80,509 $515,069 |
2019 | |
| $1,354,724 | ||
| $740,413 | ||
| $385,452 115,493 |
||
| $500,945 |
-
(1)Changes in contract assets and contract liabilities were caused mainly by the difference of timing between when performance obligations were fulfilled and when customers make payments.
-
(2)Allowance for contract assets:
| when customers make payments. Allowance for contract assets: |
|||
|---|---|---|---|
| Expected credit loss rate Gross carrying amount Loss allowance (Lifetime ECL) Net |
December 31 | ||
| 2020 0%-0.5% $323,771 (1,135) $322,636 |
2019 | ||
| 0%-0.5% | |||
| $742,802 (2,389) |
|||
| $740,413 |
The Company recognizes allowance losses on contract assets based on expected credit losses during existence. Contract assets will be transferred to accounts receivable at the time of billing. Its credit risk characteristics are the same as accounts receivable generated from similar contracts. Therefore, the Company believes that the expected credit loss rate of accounts receivable can also be applied to contracts. Changes in allowance losses on contract assets were as follows:
| follows: | |||
|---|---|---|---|
| Beginning balance Add: Provision (Reversal) for impairment Ending balance |
Year Ended December 31 | ||
| 2020 $2,389 (1,254) $1,135 |
2019 | ||
| $1,715 674 |
|||
| $2,389 |
(3)Contract liabilities recognized for the years ended December 31, 2020 and 2019 under operating revenue amounted to $385,452 thousand and $686,125 thousand.
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- (4)As of December 31, 2020 and 2019, the transaction prices allocated to the performance obligations that were not fully satisfied amounted to $674,268 thousand and $1,234,863 thousand, respectively. The Company will recognize revenue as the construction is being completed and the expected timing for recognition of revenue is on various dates through December 2022.
6.27 Employee benefits, depreciation and amortization expense
Year Ended December 31, 2020
| Nature Employee benefits Salary Insurance Pension (Note 1) Remuneration to directors Other employee benefits Depreciation Total |
OperatingCost $651,786 71,366 39,591 - 137,709 484,214 $1,384,666 |
OperatingExpense $312,765 29,779 17,206 7,060 40,401 25,430 $432,641 |
Total |
|---|---|---|---|
| $964,551 101,145 56,797 7,060 178,110 509,644 |
|||
| $1,817,307 |
| Nature Employee benefits Salary Insurance Pension (Note 2) Remuneration to directors Other employee benefits Depreciation Total |
Year Ended December 31, 2019 | Year Ended December 31, 2019 | Year Ended December 31, 2019 |
|---|---|---|---|
| OperatingCost $624,630 73,915 41,417 - 128,165 513,440 $1,381,567 |
OperatingExpense $304,046 31,682 18,327 6,111 35,713 30,545 $426,424 |
Total | |
| $928,676 105,597 59,744 6,111 163,878 543,985 |
|||
| $1,807,991 |
(Note 1) Excluding pension of $709 thousand recognized as equipment prepayments. (Note 2) Excluding pension of $516 thousand recognized as equipment prepayments.
-
1.As of December 31, 2020 and 2019, the Company had 1,402 and 1,420 employees, respectively. Among them 4 directors did not serve concurrently as employees in 2020 and 2019, respectively.
-
Additional disclosures are as follows:
-
(1)Average employee benefits for the year ended December 31, 2020 was $930 thousand (Amounts of employee benefits for the year ended December 31, 2020 less amounts of remuneration of directors for the year ended December 31, 2020/number of employees for the year ended December 31, 2020 less number of directors not serving concurrently as employees for the year ended December 31, 2020).
Average employee benefits for the year ended December 31, 2019 was $888
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thousand (Amounts of employee benefits for the year ended December 31, 2019 less amounts of remuneration of directors for the year ended December 31, 2019/number of employees for the year ended December 31, 2019 less number of directors not serving concurrently as employees for the year ended December 31, 2019).
-
(2)Average salaries for the year ended December 31, 2020 was $690 thousand (Amounts of salaries for the year ended December 31, 2020/number of employees for the year ended December 31, 2020 less number of directors not serving concurrently as employees for the year ended December 31, 2019).
-
Average salaries for the year ended December 31, 2019 was $656 thousand (Amounts of salaries for the year ended December 31, 2019/number of employees for the year ended December 31, 2019 less number of directors not serving concurrently as employees for the year ended December 31, 2019).
-
(3)Changes of adjustments of average salaries was5.18% (Average salaries for the year ended December 31, 2020 less average salaries for the year ended December 31, 2019/average salaries for the year ended December 31, 2019).
-
(4) The company has established an audit committee, and the remuneration of independent directors has been included in the remuneration to directors for disclosure.
-
(5)The Company’s remuneration policies are as follows:
-
A.The remuneration of the directors of the company shall be determined in accordance with the rules of the remuneration system and structure of the company, with reference to the levels of competitors and listed companies. If the company has net income, it shall be allocated in accordance with the provisions of the Articles of Incorporation, and shall be reported to the shareholders meeting after being reviewed by the remuneration committee and approved by the board of directors. If the director is also an employee, remuneration should be paid in accordance with the rules of B and C below.
-
B.The remuneration standards for the general manager, senior executive vice president and vice general manager of the company shall be determined by the human resource department in accordance with the relevant rules of the company's personnel performance appraisal, then depend on individual performance and contribution to the overall operation of the company, and with reference to the market peer levels. The remuneration standard shall be reviewed by the remuneration committee and approved by the board of directors.
-
C.The remuneration policy of the company is based on individual's ability, contribution to the company, and personal performance, and it is positively correlated with operating performance. The overall remuneration package mainly includes three parts: basic salary, bonuses, employees’ compensation, and benefits, etc. According to the remuneration standards, the basic salary is based on the market competition situation of the position held by the employee and the remuneration policy. Bonuses and employees’ compensation are paid in connection with the achievement of the employee's, department goals or the company's operating performance; the benefit design should be based on the premise of complying with the law and taking into account the demands of the employees.
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-
3.According to Articles of Incorporation, compensation to employees and remuneration to directors shall neither be less than 0.2 % nor greater than 0.1% of the net income before tax and before which the compensation to employees and remuneration to directors are deducted from. Compensation to employees and remuneration to directors for 2020 was distributed at 0.2% and 0.1% of the net income before tax and Due to the accumulated loss of the Company for 2019, the estimated amount of the above compensation and remuneration were both $0 thousand. Any changes in the amounts, if any, after the annual financial statements were authorized for issue, shall be recorded as a change in accounting estimate, and should be adjusted the next year.
-
4.Compensation to employees and remuneration to directors for the years ended December 31, 2020 and 2019 has been resolved and approved by the Board of Directors in March 2021 and 2020. Relevant amounts recognized in the financial statements are as follows:
Year Ended December 31
| Resolved distributed amount Recognized amount in the annual financial report Difference amount |
2020 Employees’ Compensation Directors’ Remuneration $447 $224 447 224 $ - $ - |
2019 | 2019 |
|---|---|---|---|
| Employees’ Compensation $447 447 $ - |
Employees’ Compensation $ - - $ - |
Directors’ Remuneration |
|
| $ - - |
|||
| $ - |
The above-mentioned employee compensation was distributed in cash.
- 5.Information about employee compensation and remuneration to directors approved by the Board of Directors is available at the Taiwan Stock Exchange Market Observation Post System website.
6.28 Interest Income
| Interest Income | ||
|---|---|---|
| Item Bank deposits Refundable deposits Loans to others Others Total |
Year Ended December 31 | |
| 2020 $2,036 70,786 152 129 $73,103 |
2019 | |
| $7,693 - - 3,106 |
||
| $10,799 |
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6.29 Other Income
| Other Income | ||
|---|---|---|
| Item Rental income Dividend income Other income Dumping margins Income from insurance claim of fire Income from sales of scraps Guaranteed fee income Others Subtotal Total |
Year Ended December 31 | |
| 2020 $15,052 42,969 - 291,160 31,746 28,748 19,342 370,996 $429,017 |
2019 | |
| $14,975 105,987 246,943 71,952 34,828 31,245 20,242 |
||
| 405,210 | ||
| $526,172 |
-
1.The Company’s Rolling Plant No. 3 was caught on fire in April 2018, resulting in damage of part of the equipment therein. The carrying amount of the damaged equipment was $85,048 thousand. Aside from recognizing deductible for fire loss of $7,000 thousand, an insurance claim receivable for the damaged part in the amount of $78,048 thousand was also recognized in December 31, 2018. In July 2020, January 2020, and January 2019, the Company has obtained $124,554 thousand, $166,606 thousand, and $150,000 thousand in insurance claim. After offsetting the insurance claim receivable, $124,554 thousand, $166,606 thousand, $71,952 thousand are recorded as “other income”.
-
2.For information on dumping margins, please refer to Note 6.14.
6.30 Other gains and losses
| Other gains and losses | ||
|---|---|---|
| Item Valuation gain (loss) of financial assets mandatorily measured at FVTPL Net foreign exchange gain (loss) Gain (loss) from disposal of property, plant, and equipment Gain on disposal of investment properties Gain on disposal of noncurrent assets held for sale Dumping margins (Note) Others Total |
Year Ended December 31 | |
| 2020 $3,673 (85,486) (10,968) 750,788 49,270 (46,192) (11,447) $649,638 |
2019 | |
| $(8,088) (33,204) (19,102) 341,433 401,121 - (10,807) |
||
| $671,353 |
(Note)For information on dumping margins, please refer to Note 6.14.
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6.31 Finance Costs
| Finance Costs | ||
|---|---|---|
| Item Interest on loans Interest on lease liabilities Subtotal Less: Amount qualified for capitalization Finance costs |
Year Ended December 31 2020 2019 $380,708 $427,099 3,675 3,843 $384,383 $430,942 (2,193) (820) $382,190 $430,122 |
|
| 2019 | ||
| $427,099 3,843 |
||
| $430,942 (820) |
||
| $430,122 |
6.31 Income Tax 1.Income tax expense (1)Components of income tax expense
| come Tax ncome tax expense (1)Components of income tax expense |
||
|---|---|---|
| Item Current income tax expense Adjustment to prior year income taxes Tax on repatriation of offshore funds Land value incremental tax Deferred income tax originating and reversed temporary differences Income tax expense (benefit) |
Year Ended December 31 | |
| 2020 $ - - 12,240 27,597 62,290 |
2019 | |
| $ - 124 - 25,741 (365,112) |
||
| $102,197 | ($339,247) |
| (2)Income tax expense (benefit) associates with other comprehensive income Year Ended December 31 Item 2020 2019 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method Exchange differences on translation of foreign financial statements $23,984 ($72,875) Remeasurement of defined benefit plans 7,518 11,015 Total $31,502 ($61,860) |
(2)Income tax expense (benefit) associates with other comprehensive income Year Ended December 31 Item 2020 2019 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method Exchange differences on translation of foreign financial statements $23,984 ($72,875) Remeasurement of defined benefit plans 7,518 11,015 Total $31,502 ($61,860) |
(2)Income tax expense (benefit) associates with other comprehensive income Year Ended December 31 Item 2020 2019 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method Exchange differences on translation of foreign financial statements $23,984 ($72,875) Remeasurement of defined benefit plans 7,518 11,015 Total $31,502 ($61,860) |
|---|---|---|
| 2020 | 2019 | |
| $23,984 7,518 |
($72,875) 11,015 |
|
| $31,502 | ($61,860) |
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2.Reconciliation of income before income tax and income tax expense recognized in profit or loss is as follows:
| in profit or loss is as follows: | ||
|---|---|---|
| Item Income (loss) before tax Income tax expense (benefit) at the statutory rate Tax effect of adjusting items: Investment loss (gain) recognized under equity method Unrealized inventory valuation loss (recovery gain) Timing difference of revenue recognition Unrealized (realized) investment loss Non-levied securities and futures trading income (loss) Gain (loss) on sale of land exempt from income tax Unrealized (realized) impairment loss Other adjustments Loss carryforwards Tax on repatriation of offshore funds Adjustment to prior year income taxes Land value increment tax Net changes of deferred income tax Income tax benefit recognized in profit or loss |
Year Ended December 31 | |
| 2020 $837,365 $167,473 60,114 (32,002) 7,414 (12,215) (4,408) (160,012) (30,489) 4,125 - 12,240 - 27,597 62,290 $102,127 |
2019 | |
| ($1,740,328) | ||
| ($348,066) 389,255 29,062 (1,778) (12,265) 130 (148,608) - 45,232 47,038 - 124 25,741 (365,112) |
||
| ($339,247) |
The Company applied for and was approved the repatriation of offshore funds (including mainland China) within the time limit in accordance with the “The Management, Utilization, and Taxation of Repatriated Offshore Funds Act” effective from August 15, 2019. The applicable tax rate exempt from taxation is 8% for the first year and 10% for the second year under the general income tax system. A profit-seeking enterprise may apply to the Ministry of Economic Affairs for engaging in substantive investment within one year from the date of repatriating funds and has a 50% tax refund preference when completing the investment within the time limit.
3.Deferred income tax assets or liabilities from temporary differences, loss carry forwards and investment credits:
| Item Deferred income tax assets: Temporary differences Investment income (loss) recognized under equity method Exchange differences on translation of foreign financial statements Provision for inventory valuation loss Impairment loss from property, plant and equipment Provision for sales return & discount |
Year Ended December 31,2020 | Year Ended December 31,2020 | ||
|---|---|---|---|---|
| Beginning balance $ 273,241 228,742 32,239 44,623 2,039 |
Recognized in profit or loss $12,956 - (32,002) (30,489) (1,431) |
Recognized in other comprehensive income $ - (23,984) - - - |
Ending balance |
|
| $286,197 204,758 237 14,134 608 |
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| Booking difference for depreciation 19,233 (1,255) - Compensation to unused annual leave 9,963 (182) - Net defined benefit liability 100,801 (12,766) (7,518) Timing differences in recognition of cost and sales revenue 2,977 7,414 - Unrealized exchange loss 6,824 (5,108) - Others 31,495 633 - Unrealized loss carryforwards 47,038 (60) - Total $799,215 $(62,290) $(31,502) Year Ended December 31,2019 Item Beginning balance Recognized in profit or loss Recognized in other comprehensive income Deferred income tax assets: Temporary differences Investment income (loss) recognized under equity method $ - $ 273,241 $ - Exchange differences on translation of foreign financial statements 155,867 - 72,875 Provision for inventory valuation loss 3,177 29,062 - Impairment loss from property, plant and equipment 44,623 - - Provision for sales return & discount 3,366 (1,327) - Booking difference for depreciation 18,881 352 - Compensation to unused annual leave 9,742 221 - Net defined benefit liability 122,431 (10,615) (11,015) Timing differences in recognition of cost and sales revenue 4,755 (1,778) - Unrealized exchange loss - 6,824 - Others 26,226 5,269 - Unrealized loss carryforwards - 47,038 - Subtotal $389,068 $348,287 $61,860 Deferred income tax liabilities: Temporary differences Unrealized exchange gains $ (56) $56 $ - Investment income (loss) recognized under equity method (16,769) 16,769 - Subtotal ($16,825) $16,825 $- Total $372,243 $365,112 $61,860 4.Items not recognized as deferred income tax assets: December 31 Item 2020 Investment loss recognized under equity method $606,637 Impairment loss on investments under the cost approach 48,499 Remeasurement of defined benefit plans 14,574 Exchange differences on translation of foreign financial statements 73,700 Total $743,410 |
19,233 9,963 100,801 2,977 6,824 31,495 47,038 $799,215 |
(1,255) - (182) - (12,766) (7,518) 7,414 - (5,108) - 633 - (60) - $(62,290) $(31,502) Year Ended December 31,2019 |
(1,255) - (182) - (12,766) (7,518) 7,414 - (5,108) - 633 - (60) - $(62,290) $(31,502) Year Ended December 31,2019 |
(1,255) - (182) - (12,766) (7,518) 7,414 - (5,108) - 633 - (60) - $(62,290) $(31,502) Year Ended December 31,2019 |
17,978 9,781 80,517 10,391 1,716 32,128 46,978 $705,423 Ending balance $273,241 228,742 32,239 44,623 2,039 19,233 9,963 100,801 2,977 6,824 31,495 47,038 $799,215 $ - - $- $799,215 |
|---|---|---|---|---|---|
| 2020 $606,637 48,499 14,574 73,700 $743,410 |
2019 | ||||
| $500,338 48,499 35,016 19,287 |
|||||
| $603,140 |
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- 5.The Company’s income tax returns through 2018 have been ratified by the tax authorities.
6.33 Other Comprehensive Income
| Item Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain (loss) on financial assets at fair value through other comprehensive income Share of subsidiaries, associates and joint ventures accounted for using equity method: Remeasurement of defined benefit plans Unrealized valuation gain (loss) on financial assets at fair value through other comprehensive income Subtotal Items that may be reclassified subsequently to profit or loss: Share of subsidiaries, associates and joint ventures accounted for using equity method: Exchange differences on translation of foreign financial statements Gains (loss) on hedging instruments Subtotal Recognized in other comprehensive income Item Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain (loss) on financial assets at fair value through other comprehensive income Share of subsidiaries, associates and joint ventures accounted for using equity method: Remeasurement of defined benefit plans Unrealized valuation gain (loss) on financial assets at fair value through other comprehensive income Subtotal |
Year Ended December 31, 2020 | Year Ended December 31, 2020 | Year Ended December 31, 2020 |
|---|---|---|---|
| Before tax Income tax expense (benefit) After tax $37,591 $(7,518) $30,073 (12,402) - (12,402) 23,564 - 23,564 134,264 - 134,264 $183,017 $(7,518) $175,499 (73,506) (23,984) (97,490) 46 - 46 $(73,460) $(23,984) $(97,444) $109,557 $(31,502) $78,055 Year Ended December 31, 2019 |
After tax | ||
| $30,073 (12,402) 23,564 134,264 |
|||
| $175,499 | |||
| (97,490) 46 |
|||
| $(97,444) | |||
| $78,055 | |||
| Before tax $55,074 (16,454) 30,770 (35,901) $33,489 |
Income tax expense (benefit) ($11,015) - - - ($11,015) |
After tax | |
| $44,059 (16,454) 30,770 (35,901) |
|||
| $22,474 |
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| Items that may be reclassified subsequently to profit or loss: Share of subsidiaries, associates and joint ventures accounted for using equity method: Exchange differences on translation of foreign financial statements (439,118) Gain (loss) on hedging instruments (341) Subtotal ($439,459) Recognized in other comprehensive income ($405,970) 6.34 Earnings (loss) Per Share Item A.Basic earnings (loss) per share Net income (loss) attributable to shareholders of parent company Weighted average number of outstanding shares (thousand shares) Basic earnings (loss) per share (after tax) (NT$) B.Diluted earnings (loss) per share Net income (loss) attributable to shareholders of parent company Weighted average number of outstanding shares (thousand shares) Impact on employees' compensation (Note) Weighted average number of ordinary shares outstanding after dilution (thousand shares) Diluted earning (loss) per share (after tax) (NT$) |
Items that may be reclassified subsequently to profit or loss: Share of subsidiaries, associates and joint ventures accounted for using equity method: Exchange differences on translation of foreign financial statements (439,118) Gain (loss) on hedging instruments (341) Subtotal ($439,459) Recognized in other comprehensive income ($405,970) 6.34 Earnings (loss) Per Share Item A.Basic earnings (loss) per share Net income (loss) attributable to shareholders of parent company Weighted average number of outstanding shares (thousand shares) Basic earnings (loss) per share (after tax) (NT$) B.Diluted earnings (loss) per share Net income (loss) attributable to shareholders of parent company Weighted average number of outstanding shares (thousand shares) Impact on employees' compensation (Note) Weighted average number of ordinary shares outstanding after dilution (thousand shares) Diluted earning (loss) per share (after tax) (NT$) |
72,875 (366,243) - (341) $72,875 ($366,584) $61,860 ($344,110) Year Ended December 31 |
72,875 (366,243) - (341) $72,875 ($366,584) $61,860 ($344,110) Year Ended December 31 |
(366,243) (341) |
|---|---|---|---|---|
| ($366,584) | ||||
| ($344,110) | ||||
| 2020 $735,238 1,894,147 $0.39 735,238 1,894,147 33 1,894,180 $0.39 |
2019 | |||
| $(1,401,081) 1,913,327 |
||||
| $(0.73) | ||||
| $(1,401,081) | ||||
| 1,913,327 - |
||||
| 1,913,327 | ||||
| $(0.73) |
(Note) Since the Company offered to settle compensation paid to employees in cash or shares, the Company assumed the entire amount of the compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
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7.RELATED PARTY TRANSACTIONS
7.1 Parent and ultimate controlling party.
The Company is the ultimate controlling party of the Group.
7.2 Names of related parties and relationship categories
| Names of related parties Shin Yang Steel Co., Ltd. Shin Phui Steel Corporation Yieh Hsing Enterprise Co., Ltd. Great Emperor Hotel Co., Ltd. Kingsgarden International Co., Ltd. Yieh Phui (Hong Kong) Holdings Limited Yieh Phui (China) Technomaterial Co., Ltd. Tianjin Lianfa Precision Steel Corporation Kuo Chang Enterprise Co., Ltd. United Brightening Development Corp. Sin Bang Investment & Development Co., Ltd. Hong Yuh Assets Management Co., Ltd. EMMT Systems Corporation Gen-Wan Technology Corp. AWID Asia Co., Ltd. Yieh Phui America Inc. Yieh United Steel Corp. Yieh Mau Corp. Asiazone Co., Ltd. Cheng Shin Security Co., Ltd. Eliter International Corp. Unipattern Corporation Co., Ltd. E-Da Bus Co., Ltd. E-DA Tour Bus Co., Ltd. E-Da Development Co., Ltd E-Da Visual Effects Company Limited. Yieh Hong Enterprise Co., Ltd. Yieh Corporation Limited LI-SIN Business Co., Ltd. Skylark International Hotel Co., Ltd. Pacific Harbor Stevedoring Corporation Royal Palace Hong Kong Style Restaurant Co., Ltd. Chiao-Ling Leisure Co., Ltd. New Spring Construction Corp. E-Da Royal Hotel Company Ltd. E-Da Hospital I-Shou University I-Shou University Internship Center Long Hua Travel Services Co., Ltd. Chen,Yung-Shian |
Related party category |
|---|---|
| Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party Other related party |
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7.3 Significant transactions with related parties
1.Operating revenue
| Operating revenue | |||
|---|---|---|---|
| Item Sales revenue Construction revenue |
Related party category/Name Subsidiaries Associates Other related parties Total Subsidiaries Associates Other related parties Total |
Year Ended December31 | |
| 2020 $970,195 1,198,693 886,253 $3,055,141 $664 2,023 471,628 $474,315 |
2019 | ||
| $1,196,381 1,649,934 1,332,992 |
|||
| $4,179,307 | |||
| $1,933 5,053 969,047 |
|||
| $976,033 |
-
(a)Selling price to the Company's related parties, including hot rolled steel coils, galvanized steel coils, scraps (bars), etc. and trading terms were the same with those to other customers. Payment terms were within one to two months.
-
(b)Selling price of carbon steel and steel scraps to related parties were set with reference to the purchase price of a non-related party as a trading counterparty. Payment term is monthly, and closes in 15 days.
-
(c)The construction contracts between the Company and above-mentioned related parties were established at prices negotiated by both parties. Contract proceeds were collected according to the payment terms stated in these contracts. Unless agreed on by both parties, payments cannot be delayed.
2.Purchases
| Purchases | ||
|---|---|---|
| Relatedpartycategory/Name Subsidiaries Associates Other related party: Yieh Hong Enterprise Co., Ltd. Others Total |
Year Ended December 31 | |
| 2020 $4,996 50,563 3,273,609 34,265 $3,363,433 |
2019 | |
| $331,794 208,746 996,124 34,235 |
||
| $1,570,899 |
Items purchased by the company from above related parties were mainly stainless billets and carbon steel billets. The purchase prices were similar to that offered to other suppliers. Payment term is LC at sight or T/T before shipment (not significantly different than terms to other suppliers).
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3.Contract assets
| 3.Contract assets | ||
|---|---|---|
| Item Relatedpartycategory/Name Contract assets Subsidiaries Associates Other related party: New Spring construction Corp. Others Total Less: Loss allowance Net 4.Contract liability Item Relatedpartycategory/Name Contract liabilities Subsidiaries Associates Other related party: New Spring construction Corp. Net |
Year Ended December 31 | |
| 2020 2019 $563 $ - - 3,271 92,604 518,380 164 164 $93,331 $521,815 - - $93,331 $521,815 Year Ended December31 |
2019 | |
| $ - 3,271 518,380 164 |
||
| $521,815 - |
||
| $521,815 | ||
| 2020 $5,180 1,239 38,183 $44,602 |
2019 | |
| $- - 84,625 |
||
| $84,625 |
5.Receivables from related parties (excluding loans to related parties and Contract assets )
| assets ) | |||
|---|---|---|---|
| Item Notes receivable Accounts receivable |
Relatedpartycategory/Name Other related parties Associate: Yieh United Steel Corp. Others Total Less: Loss allowance Net Subsidiaries Associate: Asiazone Co., Ltd. Others Other related parties Total Less: Loss allowance Net |
December 31 | |
| 2020 $22 5,557 47 $5,626 - $5,626 $60,536 154,046 19,261 988 $234,831 (668) $234,163 |
2019 | ||
| $23 - 45 |
|||
| $68 - |
|||
| $68 | |||
| $63,122 169,307 17,006 1,900 |
|||
| $251,335 (605) |
|||
| $250,730 |
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| December31 Item Relatedpartycategory/Name 2020 2019 Other receivables Subsidiaries $8,943 $10,305 Associates 1,562 1,900 Other related parties 1 570 Total 10,506 $12,775 Less: Loss allowance - - Net 10,506 $12,775 6.Payables to related parties (excluded loans from related parties) December 31 Item Relatedpartycategory/Name 2020 2019 Notes payable Other related parties $166 $2,506 Accounts payable Subsidiary: Shin Yang Steel Co., Ltd. $- $333,615 Other related parties 6,031 5,901 Total $6,031 $339,516 Other payables Subsidiaries $1,790 $1,371 Associates 2,414 35 Other related parties 16,523 4,610 Total $20,727 $6,016 |
December31 | December31 |
|---|---|---|
| 2019 | ||
| $10,305 1,900 570 |
||
| $12,775 - |
||
| $12,775 | ||
| 2020 $166 $- 6,031 $6,031 $1,790 2,414 16,523 $20,727 |
2019 | |
| $2,506 | ||
| $333,615 5,901 |
||
| $339,516 | ||
| $1,371 35 4,610 |
||
| $6,016 |
7.Prepayments
| Prepayments | ||
|---|---|---|
| Relatedpartycategory/Name Other related party: Yieh Hong Enterprise Co., Ltd. |
December31 | |
| 2020 $108,340 |
2019 | |
| $24,215 |
8.Asset transaction
(1)Acquisition of property, plant and equipment: 2020:
| 020: | ||
|---|---|---|
| Type of relatedparty Subsidiaries Associates Other related parties |
Transaction target Equipment prepayment computer equipment computer equipment |
Transaction amount |
| $406 1,250 254 |
The above-mentioned transaction prices were agreed on by both parties upon negotiation with reference to appraisal reports. As of December 31, 2020, the transaction payments were fully paid.
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2019:
| 019: | ||
|---|---|---|
| Type of relatedparty Subsidiaries Other related parties |
Transaction target Equipment prepayment Wall construction and computer equipment |
Transaction amount |
| $106,015 1,157 |
The above-mentioned transaction prices were agreed on by both parties upon negotiation with reference to appraisal reports. As of December 31, 2019, the transaction payments were fully paid.
(2)Disposal of property, plant and equipment:
2020:None 2019:
| 020:None 019: |
|||
|---|---|---|---|
| Type of relatedparty Associates |
Transaction target Transportation equipment |
Transaction amount $50 |
Gain or loss on disposal |
| $42 |
The above-mentioned transaction price was agreed on by both parties upon negotiation. As of December 31, 2019, all the transaction amount was fully recovered.
(3)Acquisition of investment properties:
2020:
| 2020: | ||
|---|---|---|
| Type of relatedparty/ Name Other related party: New Spring Construction Corp. |
Transaction content Construction in progress |
Transaction amount |
| $14,367 |
The above-mentioned transaction price was agreed on by both parties upon negotiation. As of December 31, 2020, the unpaid portion was $14,367 thousand.
2019:
| thousand. 2019: |
||
|---|---|---|
| Type of relatedparty/ Name Other related party: New Spring Construction Corp. |
Transaction content Construction in progress |
Transaction amount |
| $8,411 |
The above-mentioned transaction price was agreed on by both parties upon negotiation. As of December 31, 2019, the transaction price was fully paid.
(4) Disposal of investment properties:
2020:
Transaction Gain or loss Type of related party Transaction target amount on disposal Subsidiary: $154,786 $112,805 Shin Phui Steel Corporation Land
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The above-mentioned transaction price was set by reference to appraisal reports offered by professional institutions, and were agreed on by both parties upon negotiation or through price comparison. As of December 31, 2020, all the transaction amount was fully recovered. 2019: None.
(5) Disposal of financial assets 2020:
Transaction Gain or loss Type of related party Transaction target amount on disposal Subsidiary: 26,275 thousand shares United Brightening of Eliter International $284,488 $- Development Corp. Corp.- Preferred stock D
The above-mentioned transaction price of shares was agreed on by both parties upon negotiation with reference to the net worth per share of the investees. As of December 31, 2020, the transaction amount was fully recovered. 2019: None.
(6)Disposal of other assets: 2020: None. 2019:
| (6)Disposal of other assets: 2020: None. 2019: |
|||
|---|---|---|---|
| Type of relatedparty Associates |
Transaction target 26 thousand shares of E-Da Cultural Creative Industry Co., Ltd. |
Transaction amount $203 |
Gain or loss on disposal |
| $20 |
The above-mentioned transaction price of shares was agreed on by both parties upon negotiation with reference to the net worth per share of the investees. As of December 31, 2019, the transaction amount was fully recovered.
9.Lessee agreement:
- (1)Acquisition of right-of-use assets:
2020: None. 2019:
| 2020: None. 2019: |
||
|---|---|---|
| AccountingItem Acquisition of right-of-use assets |
Relatedpartycategory Subsidiaries |
Transaction amount |
| $250,757 |
Due to the application of IFRS 16 on January 1, 2019, the Company increased $250,757 thousand of right-of-use assets.
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(2) Lease liabilities:
| (2) Lease liabilities: | (2) Lease liabilities: | |||
|---|---|---|---|---|
| December 31 AccountingItem Transaction target 2020 2019 Lease liabilities Subsidiaries $157,851 $165,426 Year Ended December 31 Item Related PartyCategory 2020 2019 Lease liabilities Subsidiaries $3,167 $3,311 Rent expense Associates $5,256 $5,466 Other related parties 2,008 2,036 Total $7,264 $7,502 |
December 31 | |||
| 2019 | ||||
| Lease liabilities Item Lease liabilities Rent expense |
$165,426 | |||
| 2020 $3,167 $5,256 2,008 $7,264 |
2019 | |||
| $3,311 | ||||
| $5,466 2,036 |
||||
| $7,502 |
Above lease terms are based on the contract, and rent is paid monthly or quarterly.
10.Lessor agreement:
The Company leased the lands in Yuliao Rd., Qiaotou Dist and Ding-Yen-Tien Section in Kaohsiung City, with a total area of 45,785 square meters to its subsidiary, Shin Yang Steel Co., Ltd. under operating leases. The lease term started is from April 1, 2015 to March 31, 2025, for a total of 10 years. The rent is collected on a monthly basis with reference to the rent level of similar assets. Rental income were both $11,796 thousand for the years ended December 31, 2020 and 2019. As of December 31, 2020 and 2019, the total lease payments to be received in the future were $50,133 thousand and $61,929 thousand, respectively.
11.Loans to related parties:
(1)Other receivables
2020:
| 11.Loans to related parties: (1)Other receivables 2020: |
||
|---|---|---|
| Type of relatedparty / Name Subsidiary: United Brightening Development Corp. |
December 31,2020 | |
| Endingbalance $ - |
Highest balance | |
| $60,000 |
(2)Interest income
| (2)Interest income | |
|---|---|
| Type of relatedparty/ Name Subsidiary: United Brightening Development Corp. Interest Rate Range |
Year Ended December 31,2020 |
| $152 | |
| 2.25% |
2019: None.
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12.Endorsements and guarantees:
- (1)The Company borrowed from banks for related parties and details of endorsement were as follows:
| rsement were as follows: | ||
|---|---|---|
| Type of relatedparty Subsidiaries |
December31,2020 | |
| Currency USD CNY NTD |
Amount | |
| 121,000 1,487,500 1,236,000 |
| Type of relatedparty Subsidiaries |
December31,2019 | December31,2019 |
|---|---|---|
| Currency USD CNY NTD |
Amount | |
| 147,000 1,487,500 1,236,000 |
- (2)Lands were provided by subsidiaries as collateral for bank loans amounted to both $1,842,230 thousand as of December 31, 2020 and 2019.
13.Others
- (1)Miscellaneous income
| thers Miscellaneous income |
||
|---|---|---|
| Relatedpartycategory/Name Subsidiary: Shin Yang Steel Co., Ltd. Yieh Phui (Hong Kong) Holdings Limited Yieh Phui (China) Technomaterial Co., Ltd. Others Associate: Yieh United Steel Corp. Others Other related parties Total |
Year Ended December 31 | |
| 2020 $9,497 9,708 15,941 4,619 20,889 160 323 $61,137 |
2019 | |
| $10,384 11,291 16,538 5,115 20,716 186 530 |
||
| $64,760 |
These were mainly guarantee fee, and technical service income, etc.
(2)Miscellaneous expenses
| Miscellaneous expenses | ||
|---|---|---|
| Relatedpartycategory Subsidiaries Associates Other related parties Total |
Year Ended December 31 | |
| 2020 $6,508 32,321 79,645 $118,474 |
2019 | |
| $6,261 31,747 99,035 |
||
| $137,043 |
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These were mainly technical service, and export cost, etc.
(3)Construction contracts
(a)Construction contracts in progress with related parties as of December 31, 2020 were as follows:
| 2020 were | as follows: | ||
|---|---|---|---|
| Type of related | Total contract | contract assets | |
| party/Name | Name of construction | price | / liabilities |
| Subsidiaries | Plant column beam | $2,167 | $563 / $ - |
| renewal and assembly | |||
| engineering, etc. | |||
| Associates | Door type double host | 5,296 | - / 1,239 |
| grab of overhead cranes, | |||
| etc. | |||
| Other related party: | |||
| New Spring | Ground structures | 3,388,026 | 92,604 / 38,183 |
| Construction Corp. | construction for E-Da | ||
| Asia Commercial Plaza, | |||
| etc. | |||
| Others | LED screen construction | 3,300 | 164 / - |
| (b)Construction contracts in progress with related parties as of December 31, | |||
| 2019 were | as follows: | ||
| Type of related | Total contract | contract assets | |
| party/Name | Name of construction | price | / liabilities |
| Associates | Door type double host | $8,971 | $3,271 / $ - |
| grab of overhead cranes, | |||
| etc. | |||
| Other related party: | |||
| New Spring | Ground structures | 3,376,861 | 518,380 /84,625 |
| Construction Corp. | construction for E-Da | ||
| Asia Commercial Plaza, | |||
| etc. | |||
| Other | LED screen construction | 3,300 | 164 / - |
14.Where the Company participated in the cash offering by related parties and consequently increased its investment are disclosed as follows: 2020:
| 2020: | ||||
|---|---|---|---|---|
| Investee Subsidiary: Kuo Chang Enterprise Co., Ltd. Great Emperor Hotel Co., Ltd. Corp. Kings Garden International Co., Ltd. |
Investment | Increase Amount $68,833 1,081,500 72,100 |
Shareholding Percentage |
|
| Shares (thousand shares) 6,883 105,000 7,000 |
Before Offering 99.04% 41.18% 49.28% |
After Offering |
||
| 99.04% 54.55% 50.12% |
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| Kings Garden International Co., Ltd. Shin Phui Steel Corporation Sin Bang Investment & Development Co., Ltd. United Brightening Development Corp. |
Investment Increase - 209,066 17,850 178,500 1,890 18,900 2,389 23,890 |
Shareholding Percentage |
|---|---|---|
| 50.12% (Note) 100.00% 100.00% 100.00% 100.00% 95.56% 95.56% |
(Note) Prepaid investment 2019:
| (Note) Prepaid investment 2019: |
||||
|---|---|---|---|---|
| Investee Subsidiary: Kuo Chang Enterprise Co., Ltd. Hong Yuh Assets Management Co., Ltd. Great Emperor Hotel Co., Ltd. Corp. Great Emperor Hotel Co., Ltd. Corp. Kings Garden International Co., Ltd. Associate: E-Da Development Crop. E-DA Tour Bus Co., Ltd. E-Da Bus Transportation Co., Ltd. |
Investment | Increase Amount $30,702 103,200 298,700 133,597 659,200 227,538 11,400 13,669 |
Shareholding Percentage |
|
| Shares (thousand shares) 3,070 10,320 29,000 - 64,000 22,754 1,140 1,367 |
Before Offering 99.04% 80.00% 35.98% 41.18% 39.27% 28.44% 19.00% 17.09% |
After Offering |
||
| 99.04% 80.00% 41.18% (Note) 49.28% 28.44% 19.00% 17.09% |
(Note) Prepaid investment
-
15.The Company entrusted the subsidiary, Yieh Phui America Inc., to sell the prepainted and galvanized steel coils amounted to $2,472,052 thousand and $2,973,461 thousand, respectively. Due to the above transactions, the contract liabilities were $252,055 thousand and $286,719 thousand as of December 31, 2020 and 2019, respectively.
-
16.Part lands of the Company are unable to be registered under the name of the Company.
Some of the Company’s lands recorded as property, plant, and equipment, are unable to be registered under the name of the Company temporarily and registered under individuals, Chen Yung-Shian (executive vice president of the Company) due to regulation restriction. Accordingly, the lands are mortgage registered to the Company as safeguard measures.
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7.4 Information about remunerations to the major management:
| Item Salary and other short-term employee benefits Benefits after retirement Other long-term employee benefits Termination benefits Share-based payments Total |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2020 $30,663 11,357 - - - $42,020 |
2019 | |
| $28,514 560 - - - |
||
| $29,074 |
8.PLEDGED ASSETS
The following assets have been pledged as collateral for long-term and short-term loans:
| Item Pledged demand deposits Subtotal of other financial assets - current Pledged demand deposits Pledged time deposits Sub-total of other financial assets - noncurrent Property, plant and equipment (net) Noncurrent assets held for sale Investment properties Total |
December 31 | December 31 |
|---|---|---|
| 2020 $164,162 164,162 46,078 160 46,238 6,422,400 159,832 443,349 $7,235,981 |
2019 | |
| $55,236 | ||
| 55,236 | ||
| 46,055 114,083 |
||
| 160,138 | ||
| 6,857,942 23,342 923,785 |
||
| $8,020,443 |
9.SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED
CONTRACT COMMITMENTS
(1)Guarantee notes issued to banks by the Company for loans and purchases performance totaled $25,050,703 thousand and $26,791,984 thousand of as December 31, 2020 and 2019, respectively.
- (2) Guarantee notes received by the Company for its contract performance and creditor’s right totaled $169,019 thousand and $179,826 thousand as of December 31, 2020 and 2019, respectively.
(3)The unused letters of credit as of December 31, 2020 and 2019 are as follows:
| December 31,2020 L/C Amount SecurityDeposit NTD294,737 - USD 14,362 - JPY 1,094,460 - EUR 71 - |
December 31,2019 | December 31,2019 |
|---|---|---|
| L/C Amount NTD294,737 USD 14,362 JPY 1,094,460 EUR 71 |
L/C Amount NTD 436,680 USD 3,360 JPY 4,679 |
SecurityDeposit |
| - - - |
(4)Capital expenditures committed but not yet incurred are as follows:
| Item Property, plant and equipment |
December 31 | December 31 |
|---|---|---|
| 2020 $ 362,477 |
2019 | |
| $ 445,707 |
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-
(5)For the Company’s endorsement for others as of the years ended December 31, 2020 and 2019, please refer to Note 7.3.12.
-
(6)As of December 31, 2020 and 2019, guarantees provided to banks by the Company for performance and warranty amounted to $31,963 thousand, and $115,823 thousand, respectively.
-
(7)As of December 31, 2020 and 2019, guarantee letters of credit issued by the Company for export business totaled USD $0 thousand and USD $3,800 thousand, respectively.
-
(8)Establishment of important construction contracts
-
(a)As of December 31, 2020, estimated total contract costs, contract costs paid, and expected completion dates but not completed are summarized below:
| Type of construction | Contract price /Total estimated construction cost |
Construction cost paid /Completion% |
Expected year of completion /Accumulated profit or loss recognized |
|---|---|---|---|
| Above-ground structures construction for E-Da Asia Commercial Plaza |
1,928,244 1,810,500 |
1,776,054 98.10% |
Year 2021 115,504 |
| Manufacture and installation of overhead cranes sized 300t(150t+150t)*43m for the Wind Power Department of Century Iron and Steel Industrial Co. Ltd. |
205,000 171,912 |
166,713 96.98% |
Year 2021 32,087 |
| 6 40T-gantry cranes for storage in the rear area at Wharf No. 120 of Kaohsiung Harbor |
311,100 260,717 |
259,326 99.47% |
Year 2021 50,114 |
| Construction of phase 1 Pangu buildings by Greaten Construction Co.,Ltd. |
220,807 207,766 |
194,406 93.57% |
Year 2021 12,202 |
| Manufacturing and installation of 13 overhead cranes, their steel tracks and safety electric bus-way for GMTC steel furnace plant at Liuying |
313,600 307,704 |
261,376 84.94% |
Year 2021 5,008 |
| Development project phase 1 of district C of the core area of Shalun Smart Green Energy Science City by Reiju Construction |
260,203 257,273 |
248,773 96.70% |
Year 2021 2,833 |
| Steel structure engineering construction of E-Da Empire Buildings by New Spring ConstructionCorp. |
1,320,433 1,280,441 |
1,176,100 91.85% |
Year 2021 36,733 |
| New Construction of New Crystal Section of Tainan City byDongpu Construction |
207,251 196,791 |
174,345 88.59% |
Year 2021 9,268 |
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| Manufacturing and installation of 14 overhead cranes, and safety electric bus- way for CSBC Corporation Taiwan |
170,567 165,017 |
123,319 74.73% |
Year 2021 4,148 |
|---|---|---|---|
| TSMC’s R&D Center Phase I Office building B production project in hsin - chu science park by Tung Ho Steel Enterprise Corp. |
190,546 172,309 |
35,252 20.46% |
Year 2022 3,731 |
(b)As of December 31, 2019, estimated total contract costs, contract costs paid, and expected completion dates but not completed are summarized below:
| Type of construction | Contract price /Total estimated construction cost |
Construction cost paid /Completion % |
Expected year of completion /Accumulated profit or loss recognized |
|---|---|---|---|
| Above-ground structures construction for E-Da Asia Commercial Plaza |
1,928,244 1,811,465 |
1,731,965 95.61% |
Year 2020 111,655 |
| Construction and installation of 40T*42M tracked overhead container crane for China Container Transport at pier 10 and 11 of TaichungHarbor |
202,300 205,019 |
204,853 99.92% |
Year 2020 (2,716) |
| Manufacture and installation of overhead cranes sized 300t(150t+150t)*43m for the Wind Power Department of Century Iron and Steel Industrial Co. Ltd. |
205,000 200,458 |
156,173 77.91% |
Year 2020 3,539 |
| 6 40T-gantry cranes for storage in the rear area at Wharf No. 120 of Kaohsiung Harbor |
311,100 260,717 |
259,208 99.42% |
Year 2020 50,091 |
| Construction of phase 1 Pangu buildings by Greaten Construction Co.,Ltd. |
220,807 224,596 |
185,857 82.75% |
Year 2020 (3,789) |
| Manufacturing and installation of 13 overhead cranes, their steel tracks and safety electric bus-way for GMTC steel furnace plant at Liuying |
313,600 312,494 |
227,278 72.73% |
Year 2020 804 |
| YKK Taiwan's Chungli Plant No.2 construction project by ChungLuConstruction |
341,610 335,419 |
317,844 94.76% |
Year 2020 5,867 |
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| Development project phase 1 of district C of the core area of Shalun Smart Green Energy Science City by Reiju Construction |
261,804 260,244 |
247,754 95.20% |
Year 2020 1,485 |
|---|---|---|---|
| Steel structure engineering construction of E-Da Empire Buildings by New Spring ConstructionCorp. |
1,320,433 1,280,441 |
779,886 60.91% |
Year 2020 24,358 |
| New Construction of New Crystal Section of Tainan CitybyDongpu Construction |
203,675 200,918 |
45,632 22.71% |
Year 2020 626 |
| Manufacturing and installation of 14 overhead cranes, and safety electric bus-way for CSBC Corporation Taiwan |
170,567 165,017 |
18,659 11.31% |
Year 2020 628 |
-
(9)Great Emperor Hotel Co., Ltd. and Kings Garden International Co., Ltd., two subsidiaries, entered into the syndicated loan agreements with Land Bank of Taiwan and First Commercial Bank in August 2014. Yieh United Steel Corp., Yieh Phui Enterprise Co., Ltd., and Yieh Hsing Enterprise Co., Ltd. issued a commitment letter before the first use that. the Company and its related parties shall jointly hold more than 50% of Kings Garden International Co., Ltd. and Great Emperor Hotel Co., Ltd.’s issued shares and gain the majority of directors' seats at all times. The Group held 100% of Kings Garden International Co., Ltd. and Great Emperor Hotel Co., Ltd. and acquired all directors' seats of both companies as of December 31, 2020.
-
(10)In December, 2020, the Company sold part of Land in Pingnan Section, Fangliao Township, Pingtung County. The total contract price is $699,634 thousand, from which the expected disposal gain of $539,802 thousand is derived. The abovementioned transaction price is determined by both parties upon negotiation by reference to the appraisal report made by Evermore Valuation Real Estate Appraisal Firm. As of December 31, 2020, contract deposits of $70,000 thousand have been collected. The ownership transfer will be completed in accordance with the scheduled payment terms as stipulated in the contracts.
10.SIGNIFICANT DISASTER LOSS:NONE.
11.SIGNIFICANT SUBSEQUENT EVENTS:NONE.
12.OTHERS
(1) Capital risk management
As the Company needs to maintain sufficient capital to meet the needs for expansion and plant and equipment improvement, capital management of the Company focuses on ensuring there are sufficient financial resources and operating plans to meet the demands for operating capital, capital expenditure, research and development expense, loan repayment and dividend distribution in the next 12 months.
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(2) Financial Instruments
- Financial risk of financial instruments
The Company’s daily operations are affected by various financial risks, e.g. market risk (including exchange rate, interest rate and price risks), credit risk and liquidity risk. The Company is devoted to identify, assess and avoid market uncertainties in order to eliminate the potential adverse effects of market changes on the financial performance.
Before engaging in significant transactions, due approval process by the Board of Directors must be carried out based on related protocols and internal control procedures. While the financial plan is underway, the Company shall comply with relevant financial operation procedures on the overall financial risk management and segregation of duties at all times.
The nature and degree of significant financial risks
-
A. Market risks
-
(A) Foreign exchange rate risk:
- The Company is exposed to exchange rate risk arising from the sales, purchases and borrowings in currencies other than the Company’s functional currency, as well as from net investment of foreign operations. Functional currencies adopted by entities within the Company mainly comprise New Taiwan Dollars, Such transactions are denominated mainly in USD. To avoid a decrease in the value of assets dominated in foreign currency and volatility in future cash flows due to changes in exchange rates, the Company hedges the exchange rate risk with foreign-currency borrowings and derivative financial instruments .Those derivative financial instruments can diminish but not completely eliminate the impacts of changes in exchange rate. As net investments in foreign operations are for strategic purposes, they are not hedged by the Company. a. Exchange rate exposure and sensitivity analysis:
| Amount in Foreign Currency (Foreign currency: Functional currency) Financial assets Monetaryitems USD:NTD 34,689 Investments accounted for using equitymethod USD:NTD 368,905 Financial liabilities Monetaryitems USD:NTD 23,852 |
Exchange rate |
December31,2020 | December31,2020 | December31,2020 | ||
|---|---|---|---|---|---|---|
| Presented amount (New Taiwan Dollars) 988,035 10,506,412 679,337 |
SensitivityAnalysis | |||||
| Range of change Up 1% Up 1% Up 1% |
Effects on profit or loss 9,880 - (6,793) |
Effects on Equity |
||||
28.48 28.48 28.48 |
- 105,064 - |
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December 31, 2019 Sensitivity Analysis
| Amount in Foreign Currency (Foreign currency: Functional currency) Financial assets Monetaryitems USD:NTD 72,293 Investments accounted for using equitymethod USD:NTD 334,512 Financial liabilities Monetaryitems USD:NTD 1,549 |
Exchange rate 29.98 29.98 29.98 |
Presented amount (New Taiwan Dollars) 2,167,350 10,028,670 46,430 |
Range of change Up 1% Up 1% Up 1% |
Effects on profit or loss 21,674 - (464) |
Effects on Equity |
|---|---|---|---|---|---|
| - 100,287 - |
If NTD appreciates against the above-mentioned currencies, held all other variables constant, the impact generated as of December 31, 2020 and 2019 would stay the same with the reverse result.
-
b. Due to the exchange rate volatility, total exchange gains and losses (including realized and unrealized) from the Company’s monetary items amounted to $(85,486) thousand and $(33,204) thousand for the years ended December 31, 2020 and 2019, respectively.
-
(B) Price risk
-
Since the Company’s investment in securities is classified as financial assets at FVTPL or financial assets at FVTOCI on the standalone balance sheet, the Company does not expose to price risks of securities. The Company mainly invests in domestic listed and unlisted stocks and beneficiary certificates. The price of such securities can be affected by changes in future value of those investment targets.
-
If the security price goes up or down by 1%, the post-tax profit or loss for the year 2020 and 2019 will increase or decrease by $2,341 thousand and $5,281 thousand due to the increase or decrease of the fair value of financial assets measured at FVTPL. The post-tax other comprehensive income for the year 2020 and 2019 will increase or decrease by $6,909 thousand and $7,044 thousand due to the increase or decrease of the fair value of financial assets measured at FVTOCI.
-
(C) Interest rate risk
The carrying amount of the Company’s financial assets and financial liabilities that are exposed to interest rate risk at the reporting date is stated as follows:
| liabilities that are exposed to as follows: |
interest rate risk at the | reporting date is stated |
|---|---|---|
| Item With fair value interest rate risk Financial assets Financial liabilities Net |
Carrying | Amount |
| December 31,2020 $213,452 (809,085) $(595,633) |
December 31,2019 | |
| $638,746 (817,620) |
||
| $(178,874) |
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Carrying Amount
| Carrying | Amount | |
|---|---|---|
| With cash flow interest rate risk Financial assets Financial liabilities Net |
$383,456 (16,224,098) $(15,840,642) |
$592,312 (18,091,727) |
| $(17,499,415) |
- a. Sensitivity analysis of those with fair value interest rate risk: The Company classifies its investment in preferred stocks with fixed income as financial assets measured at FVTPL. Fair value of such preferred stock investment changes in line with the interest rate changes in the market. If the market interest rate goes up 1% and other variables are held constant, the profit or loss for the year 2020 and 2019 will decrease by $1,774 thousand and $6,109 thousand, respectively.
- b.Sensitivity analysis of those with cash flow interest rate risk: The interest-fluctuate instruments possessed by the Company were floating-interest assets (liabilities). Therefore the effective interest rate, as well as the future cash flows, changes along with the market movement. Every one percent reduce (increase) in the market interest will increase (decrease) the net profit by $(158,406) thousand and $(174,994) thousand for the years 2020 and 2019, respectively.
-
B. Credit risk
-
Credit risk refers to the risk of financial loss to the Company arising from default by counter-parties of financial instruments on the contract obligations. Credit risk of the Company mainly comes from receivables under operating activities and bank deposits and other financial instruments under investing activities. Credit risks related to operation and finance risks are managed separately.
Credit risk related to operations
To maintain the quality of accounts receivable, the Company has established the procedures for credit risk management with regards to its operations. Risk assessment on individual customer includes factors that could affect the customer's ability to pay, such as the customer's financial status, the Company’s internal credit ratings, historical transactions and current economic conditions. Financial credit risk
The credit risks of bank deposits and other Financial instruments are measured and monitored by the Company’s financial departments. The Company does not expect significant credit risk because the counterparties are creditworthy and investment-graded financial institutions, companies and government agencies without any significant default concerns. In addition, the Company does not have any debt instrument investments that are either measured at amortized cost, or at FVTOCI.
- (A) Credit concentration risk
As of December 31, 2020 and 2019, the top ten clients accounted for 61.71% and 69.24% of the Company’s accounts receivable, indicating a credit concentration risk. However, no significant credit concentration risk was shown from the remaining accounts receivables.
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-
(B) Measurement of expected credit impairment loss
-
a. Accounts receivables and contract assets apply the simplified approach. Please refer to Note 6.4 and Note 6.26 for details.
-
b. Indications for determining whether the credit risk is increased significantly: None (the Company does not have any debt instrument investments that are either measured at amortized cost, or at FVTOCI).
-
c. Collaterals and other credit enhancement held to avoid credit risks from financial assets
The following table shows the maximum exposure to credit risk regarding financial assets recognized in the standalone balance sheets, pledged collateral, master netting arrangements and other credit enhancement held by the Company:
Decreased amount of maximum exposure to credit risks
| December31,2020 Credit-impaired financial instruments to which impairment requirements of IFRS9 are applicable Financial instruments to which the impairment requirements of IFRS 9 are not applicable: Financial assets at fair value through profit and loss Financial assets measured at FVTOCI Total |
CarryingAmount $- 234,138 690,916 $925,054 |
Collateral $- - - $- |
Net Settlement Agreement $- - - $- |
Other Credit Enhancement $- - - $- |
Total |
|---|---|---|---|---|---|
| $- | |||||
| - - |
|||||
| $- |
| December31,2019 Credit-impaired financial instruments to which impairment requirements of IFRS9 are applicable Financial instruments to which the impairment requirements of IFRS 9 are not applicable: Financial assets at fair value through profit and loss Financial assets measured at FVTOCI Total |
CarryingAmount $- 528,148 704,405 $1,232,553 |
Decreased amount of maximum exposure to credit risks | Decreased amount of maximum exposure to credit risks | Decreased amount of maximum exposure to credit risks | Decreased amount of maximum exposure to credit risks |
|---|---|---|---|---|---|
| Collateral $- - - $- |
Net Settlement Agreement $- - - $- |
Other Credit Enhancement $- - - $- |
Total | ||
| $- | |||||
| - - |
|||||
| $- |
- C. Liquidity risk
(A) Liquidity risk management
The Company’s objecting in managing liquidity risk is to maintain a sufficient level of cash and cash equivalents, highly-liquid marketable securities and credit lines with banks for daily operations in order to ensure the financial flexibility of the Company.
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- (B) The table below shows an analysis of the financial liabilities held by the Company with defined repayment terms based on maturity dates and undiscounted payment at maturity:
| Non-derivative financial Liabilities |
December 31, 2020 | December 31, 2020 | December 31, 2020 | ||||
|---|---|---|---|---|---|---|---|
| Within 6 months |
7-12 months | 1-2 years | 2-5 years | Over 5 years $ - - - - - 206,162 56,200 2,000 $264,362 |
Contractual cash flows $7,911,299 600,000 345,662 411,842 463,749 270,097 8,324,740 2,000 $18,329,389 |
Carrying amount |
|
| Short-term loans Short-term notes and bills payable Notes payable Accounts payable Other payables Long-term loans (including current portion) Long-term loans (including current portion) Guarantee deposits Received Subtotal |
$ 7,161,299 600,000 345,662 411,842 463,749 6,407 857,070 - |
$750,00 - - - - 7,928 1,133,570 - |
$ - - - - - 13,400 4,094,760 - |
$ - - - - - 36,200 2,183,140 - |
$7,911,299 599,115 345,662 411,842 463,749 209,970 8,312,799 2,000 |
||
| $9,846,029 | $1,891,498 | $4,108,160 | $2,219,340 | $18,256,436 |
Further information on the maturity analysis of lease liabilities is as follows:
| follows: | follows: | follows: | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than 1year 1-5years 5-10years 10-15years 15-20 years Over 20years Lease liabilities $14,335 $49,600 $42,933 $42,278 $42,278 $78,673 December 31, 2019 Non-derivative financial Liability Within 6 months 7-12 months 1-2 years 2-5 years Over 5 years Contractual cash flows Short-term loans $ 7,286,122 $850,000 $ - $ - $ - $ 8,136,122 Short-term notes and bills payable 600,000 - - - - 600,000 Notes payable 615,689 - - - - 615,689 Accounts payable 835,934 - - - - 835,934 Other payables 401,777 - - - - 401,777 Long-term loans (including current portion) 5,472 7,928 13,400 39,796 215,967 282,563 Long-term loans (including current portion) 801,237 837,070 1,950,640 6,313,520 70,580 9,973,047 Guarantee deposits Received - - - - 2,100 2,100 Subtotal $10,546,231 $1,694,998 $1,964,040 $6,353,316 $288,647 $20,847,232 |
Less than 1year | 1-5years | 5-10years | 10-15years | Over 20years $78,673 |
Total undiscounted leasepayments |
|||||||
| $14,335 | $49,600 | $42,933 | $42,278 | $270,097 | |||||||||
| Within 6 months |
7-12 months | 1-2 years | 2-5 years | Over 5 years $ - - - - - 215,967 70,580 2,100 $288,647 |
Contractual cash flows |
Carrying amount |
|||||||
| Short-term loans Short-term notes and bills payable Notes payable Accounts payable Other payables Long-term loans (including current portion) Long-term loans (including current portion) Guarantee deposits Received Subtotal |
$ 7,286,122 600,000 615,689 835,934 401,777 5,472 801,237 - |
$850,000 - - - - 7,928 837,070 - |
$ - - - - - 13,400 1,950,640 - |
$ - - - - - 39,796 6,313,520 - |
$ 8,136,122 600,000 615,689 835,934 401,777 282,563 9,973,047 2,100 |
$ 8,136,122 598,840 615,689 835,934 401,777 218,780 9,955,605 2,100 |
|||||||
| $10,546,231 | $1,694,998 | $1,964,040 | $6,353,316 | $20,847,232 | $20,764,847 |
Further information on the maturity analysis of lease liabilities is as follows:
| follows: | |||||||
|---|---|---|---|---|---|---|---|
| Lease liabilities | Less than 1year | 1-5years | 5-10years | 10-15years | 15-20 years $42,277 |
Over 20years $87,129 |
Total undiscounted leasepayments |
| $13,400 | $53,196 | $44,283 | $42,278 | $282,563 |
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The Company does not expect a maturity analysis of which the cash flows timing would be significantly earlier, or the actual amount would be significantly different.
- Types of Financial instruments
| Financial assets Financial assets measured at amortized cost Cash and cash equivalents Notes receivables and accounts receivables (including related parties) Other receivables(including related parties) Other financial assets - current Refundable deposits Other financial assets - noncurrent Financial assets at fair value through profit or loss – current Financial assets at fair value through profit or loss – noncurrent Financial assets at fair value through other comprehensive income or loss - noncurrent Financial liabilities Financial liabilities measured at amortized costs Short-term loans Short-term notes and bills payable Notes receivables and accounts payable (including related parties) Other payables (including related parties) Long-term loans (including current portion) Lease liabilities (including current portion) Deposits received |
December 31 | December 31 |
|---|---|---|
| 2020 $338,824 1,363,795 110,574 164,162 422,407 46,238 234,138 - 690,916 7,911,299 599,115 757,504 463,749 8,312,799 209,970 2,000 |
2019 | |
| $665,530 1,354,724 162,291 55,236 1,139,390 160,138 307,571 220,577 704,405 8,136,122 598,840 1,451,623 401,777 9,955,605 218,780 2,100 |
(3) Fair Value Information:
-
For information on fair value of financial assets and financial liabilities not measured at fair value, please refer to Note 12(3)3. For fair value of investment property measured at cost, please refer to Note 6.13. For fair value of investments in associates with quoted prices in an open market, please refer to Note 6.10.
-
Definition of the three levels in fair value:
Level 1:
Quoted prices 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, beneficiary certificates, on-the-run Taiwan central government bonds and derivative instruments with quoted market prices is included in Level 1.
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Level 2
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of the Company’s investment in off-the-run government bonds, corporate bonds, bank debentures, convertible bonds and most derivative instruments is included in Level 2.
Level 3
Unobservable inputs for the asset or liability. The fair value of the Company’s investment in certain derivative instruments, equity investment without active market and investment property is included in Level 3.
-
Financial instruments not measured at fair value
-
Management of the Company thinks that the carrying amount of financial instruments not measured at fair value except those listed in the table below, including cash and cash equivalents, accounts receivables, other financial assets, refundable deposits, short term loans, short-term bills payable, accounts payable, lease liabilities (including current and non-current), long-term loans (including current portion), and deposits received, is the reasonable approximation of their fair value.
-
Fair value hierarchy:
The fair value hierarchy of financial instrument is measured at fair value on a recurring basis. Information about the Company’s fair value hierarchy is disclosed in the following table:
| in the following table: | ||||
|---|---|---|---|---|
| Item Assets: Recurringfair value Financial assets at fair value through profit or loss Non-derivative financial assets held for trading Domestic unlisted stocks Financial assets measured at FVTOCI Domestic unlisted stocks Domestic listed stocks Total Item Assets: Recurringfairvalue Financial assets at fair value through profit or loss Non-derivative financial assets held for trading Domestic unlisted stocks Financial assets measured at FVTOCI Domestic unlisted stocks Domestic listed stocks Total |
December 31,2020 | |||
| Level 1 $20,846 - - 29,789 $50,635 |
Level 2 Level 3 $ - $ - - 213,292 - 661,127 - - $- $874,419 December31,2019 |
Total | ||
| $20,846 213,292 661,127 29,789 |
||||
| $925,054 | ||||
| Level 1 $23,461 - - 33,885 $57,346 |
Level 2 $10,004 - - - $10,004 |
Level 3 $ - 494,683 670,520 - $1,165,203 |
Total | |
| $33,465 494,683 670,520 33,885 |
||||
| $1,232,553 |
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-
Fair value valuation technique for instruments measured at fair value:
-
(1) The fair value of financial instruments with quoted prices in active markets is the quoted market prices. Market prices published by major trading centers and exchanges for on-the-run government bonds are the basis for the fair value of listed equity instruments and debt instruments with quoted prices in active markets. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. If one of the conditions fails, the market is not deemed active. In general, indications of an inactive market include a wide bid-ask spread, a significant increase in the bid-ask spread and low level of trading volume. The fair value of financial instruments with active markets held by the Company are stated by their natures and types as follows:
-
a. Listed stocks: closing prices b. Open-end funds: net worth
-
(2) Except for financial assets with an active market, the fair value of other financial assets is obtained either based on the valuation technique or by reference to the quotes from counter-parties. Fair value can be obtained by using a valuation technique that refers to the fair value of financial instruments having substantially the same terms and characteristics, the discounted cash flow method, or other valuation technique e.g. the one that applies market information available on the balance sheet date to a pricing model for calculation.
-
The fair value of the Company’s holding of unlisted stocks for which no active market exists is estimated by using the market approach, which refers to the valuation of similar entities, quoted prices from a third party, the net worth of an entity and the operating performance. In addition, the significant unobservable inputs mainly comprise liquidity discount, in which the possible changes would not result in a potentially material financial effect. Therefore, the Company does not disclose the quantitative information.
-
(3) When evaluating financial instruments that are non-standard and with lower complexity, e.g. debt instruments with no active markets, interest rate swaps, foreign exchange swaps and options, the Company adopts valuation techniques that are commonly used by market participants. The parameters used in the valuation models for those financial instruments are normally observable data in the market.
-
(4) Valuation of derivative financial instruments adopts valuation models that are commonly used by market participants, e.g. discounted cash flows method and option pricing model.
-
(5) Outputs from the valuation models are estimates and valuation techniques may not be able to reflect all relevant factors of the financial and nonfinancial instruments held by the Company. Therefore, when needed, estimates from the valuation model would be adjusted based on additional parameters, e.g. model risk or liquidity risk. According to the Company's policies of fair value valuation management and relevant control procedures, the Company's management considers that valuation
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adjustments as being necessary and appropriate for a fair and just presentation of financial and non-financial instruments on the standalone balance sheet. Every price data and parameters used in the valuation is reviewed thoroughly and adjusted for current market conditions.
-
(6) The Company incorporates the adjustment of credit risk assessment into the fair value measurement of financial and non-financial instruments to reflect the credit risk of counter-party and the credit quality of the Company.
-
Transfers between Level 1 and Level 2 fair value hierarchy: None
-
Statement of changes in Level 3 fair value hierarchy:
| Item Beginning balance Addition Disposal Redemption of preferred stock Proceeds from capital reduction Recognized in profit and loss Recognized in other comprehensive income Ending balance |
Investment in unquoted financial instruments |
Investment in unquoted financial instruments |
|---|---|---|
| Year Ended December 31 | ||
| 2020 $1,165,203 15,000 (284,488) - (16,087) 3,097 (8,306) $874,419 |
2019 | |
| $1,642,253 15,000 - (455,076) (4,234) (13,450) (19,290) |
||
| $1,165,203 |
-
Valuation process for Level 3 fair value measurement: Valuation process regarding fair value Level 3 is conducted by the Company’s finance department, by which the independence of fair value of financial instruments is verified though use of independent data source in order to make the valuation results close to market conditions. Such valuation results are regularly reviewed so as to ensure their reasonableness.
-
(4) Transfer of financial assets: None.
-
(5) Offsetting financial assets and financial liabilities: None.
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13.SUPPLEMENTARY DISCLOSURES
-
A. Significant transactions information
-
(a) Financing provided to others (Table 1)
-
(b) Endorsements/guarantees provided (Table 2)
-
(c) Marketable securities held (excluding investments in subsidiaries and associates) (Table 3)
-
(d) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (Table 4)
-
(e) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (Table 5)
-
(f) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (Table 6)
-
(g) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 7)
-
(h) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 8)
-
(i) Trading in derivative instruments (Note 6.2)
-
B. Information on investees (Table 9)
-
C. Information on investments in mainland China (Table 10)
-
D. Information of major shareholders: List all shareholders with a stake of 5 percent or greater in shareholding percentage and the number of shares. (Table 11)
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TABLE 1
Yieh Phui Enterprise Co., Ltd. Financing provided to others For The Year Ended December 31, 2020
| Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. | Creditor | Borrower | General ledger account |
Related party |
Maximum outstanding balance for the period |
Ending balance |
Amount actually drawn |
Interest rate |
Nature of loan |
Transaction amount |
Reason for short-term financing |
Allowance for doubtful accounts |
Collateral | Limit on loans granted to a single party |
Ceiling on total loans granted |
|
| Item | Value | |||||||||||||||
| 0 | Yieh Phui Enterprise Co., Ltd. |
United Brightening Development Corp. |
Other receivables - relatedparty |
Y | 65,000 | - | - | 2.25% | 2 | - | Operating capital |
- | - | - | 10,587,684 (Note 3) |
10,587,684 (Note 3) |
| 1 | Yieh Phui (Hong Kong) Holdings Limited |
Yieh Phui (China) Technomaterial Co., Ltd. |
Long-term receivable – related party and Other receivables - relatedparty |
Y |
3,893,985 (RMB20,160) (USD121,240) (EUR 4,300) |
2,258,176 (RMB 6,930) (USD 73,733) (EUR 3,655) |
2,258,176 (RMB 6,930) (USD 73,733) (EUR 3,655) |
2.00%- 7.69% |
2 | - | Operating capital |
- | - | - | 10,587,684 (Note 3) |
10,587,684 (Note 3) |
| 2 | Yieh Phui (China) Technomaterial Co.,Ltd. |
Tianjin Lianfa Precision Steel Corporation |
Long-term receivable – relatedparty |
Y | 109,260 (RMB 25,000) |
109,120 (RMB 25,000) |
109,120 (RMB 25,000) |
4.00% | 2 | - | Operating capital |
- | - | - | 10,587,684 (Note 3) |
10,587,684 (Note 3) |
| 3 | Good Honor Holdings Ltd. |
Yieh Phui (Hong Kong) Holdings Limited |
Long-term receivable – relatedparty |
Y | 136,125 (USD 4,500) |
- | - | - | 2 | - | Operating capital |
- | - | - | 10,587,684 (Note 3) |
10,587,684 (Note 3) |
| 4 | Shin Yang Steel Co., Ltd. |
Yieh Phui (Hong Kong) Holdings Limited |
Other receivables - relatedparty |
Y | 351,482 (USD 12,200) |
176,576 (USD 6,200) |
176,576 (USD 6,200) |
2.00%- 4.00% |
2 | - | Operating capital |
- | - | - | 333,274 (Note 2) |
333,274 (Note 1) |
| 5 | Applied Wireless Identifications Group, Inc. |
Yieh Phui (Hong Kong) Holdings Limited |
Other receivables - relatedparty |
Y | 66,550 (USD 2,200) |
62,656 (USD 2,200) |
62,656 (USD 2,200) |
2.00%- 4.00% |
2 | - | Operating capital |
- | - | - | 92,373 (Note 2) |
92,373 (Note 1) |
| 6 | Shin Phui Steel Corporation |
Sin Bang Investment & Development Co., Ltd. |
Other receivables - relatedparty |
Y | 11,340 | - | - | 2.00% | 2 | - | Operating capital |
- | - | - | 100,172 (Note 2) |
100,172 (Note 1) |
(Note 1) The maximum amount of total loans to others shall not exceed 40% of the creditor's net worth.
(Note 2) The maximum amount of loans granted to a single entity shall not exceed 40% of the creditor's net worth.
(Note 3) Total loans between foreign entities that are 100% owned directly or indirectly by the Company shall not exceed 40% of the Company’s net worth and loans to a single entity shall not exceed 40% of the Company’s net worth.
(Note 4) Nature of loans is classified as follows: Entities having business relations with the Company is ‘1’; entities with needs for short-term financing is ‘2’.
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TABLE 2
Yieh Phui Enterprise Co., Ltd. Endorsements/guarantees provided For The Year Ended December 31, 2020
| Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. | Endorser/ guarantor |
Party being endorsed/guaranteed | Limit on endorsement/ guarantees provided for a singleparty |
Maximum balance for the period |
Ending balance | Amount actually drawn |
Amount of endorsement/ guarantees collateralized by properties |
Ratio of accumulated endorsement/ guarantee to net equity per latest financial statement |
Maximum endorsement/ guarantee allowable |
Guarantee provided by parent company to subsidiary |
Guarantee provided by a subsidiary to parent company |
Guarantee provided to subsidiaries in Mainland China |
|
| Company name |
Relationship with the endorser/ guarantor |
||||||||||||
| 0 | Yieh Phui Enterprise Co., Ltd. (Note 1) |
Yieh Phui (China) Technomaterial Co., Ltd. |
Investee of the Company’s Sub-subsidiary |
26,469,211 | 6,500,970 (RMB 1,487,500) |
6,492,640 (RMB 1,487,500) |
1,473,120 (RMB 337,500) |
- | 24.53% | 26,469,211 | Y | - | Y |
| Shin Yang Steel Co., Ltd. |
Subsidiary of the Company |
26,469,211 | 1,236,000 | 1,236,000 | 769,950 | 336,000 | 4.67% | 26,469,211 | Y | - | - | ||
| Yieh Phui (Hong Kong) Holdings Limited |
Subsidiary of the Company |
26,469,211 | 5,687,000 (USD 188,000) |
3,446,080 (USD 121,000) |
2,101,536 (USD 68,233) (RMB 6,930) (EUR 3,655) |
- | 13.02% | 26,469,211 | Y | - | - | ||
| 1 | Shin Phui Steel Corporation (Note 2) |
Yieh Phui Enterprise Co., Ltd. |
Parent company of the company |
1,252,190 | 942,230 | 942,230 | 942,230 | 942,230 | 376,.23% | 1,252,190 | - | Y | - |
| 2 | Kings Garden International Co., Ltd. (Note 3) |
Great Emperor Hotel Co., Ltd. |
(Note 10) | 30,626,362 | 8,175,000 | 8,175,000 | 7,396,000 | 8,175,000 | 186.85% | 30,626,362 | - | - | - |
| 3 | Great Emperor Hotel Co., Ltd. (Note 4) |
Kings garden International Co., Ltd. |
(Note 10) | 31,979,764 | 7,583,000 | 7,583,000 | 6,821,000 | 7,583,0000 | 165.98% | 31,979,764 | - | - | - |
| 4 | Shin Yang Steel Co., Ltd. (Note 6) |
Yieh Phui Enterprise Co., Ltd. |
Parent company of the company |
2,499,554 | 900,000 | 900,000 | 420,000 | 900,000 | 108,02% | 2,499,554 | - | Y | - |
| 5 | Yieh Phui (China) Technomaterial Co., Ltd.(Note 5) |
Tianjin Lianfa Precision Steel Corporation |
Subsidiary of the Company |
9,555,471 | 43,398 (RMB 9,930) |
43,342 (RMB 9,930) |
43,342 (RMB 9,930) |
- | 0.45% | 9,555,471 | Y | - | Y |
| 6 | Champion Logistic Inc. (Note 7) |
Yieh Phui (Hong Kong) Holdings Limited |
The same ultimate parent company |
5,322 (USD 187) |
484,000 (USD 16,000) |
- | - | - | - | 5,322 (USD 187) |
- | - | - |
| 7 | Sin Bang Investment & Development Co., Ltd.(Note 8) |
United Brightening Development Corp. |
The same ultimate parent company |
465,909 | 200,000 | 200,000 | 200,000 | 200,000 | 85.85% | 465,909 | - | - | - |
-367-
-
(Note 1): The maximum amount of endorsement/guarantee provided by the Company shall not exceed the Company’s net worth. The same limit applies to the endorsement/guarantee provided by the Company to a single subsidiary.
-
(Note 2): The maximum amount of endorsement/guarantee provided by Shin Phui Steel Corporation shall not exceed 5 times of Shin Phui’s net worth. The same limit applies to the endorsement/guarantee provided by Shin Phui Steel Corporation to a single entity.
-
(Note 3): The maximum amount of endorsement/guarantee provided by Kings Garden International Co., Ltd. shall not exceed 7 times of Kings Garden’s net worth. The same limit applies to the endorsement/guarantee provided by Kings Garden International Co., Ltd. to a single entity.
-
(Note 4): The maximum amount of endorsement/guarantee provided by Great Emperor Hotel Co., Ltd. shall not exceed 7 times of Great Emperor Hotel’s net worth. The same limit applies to endorsement/guarantee provided by Great Emperor Hotel Co., Ltd. to a single entity.
-
(Note 5): The maximum amount of endorsement/guarantee provided by Yieh Phui (China) Technomaterial Co., Ltd. shall not exceed the net worth of Yieh Phui (China) Technomaterial Co., Ltd. The same limit applies to the endorsement/guarantee provided Yieh Phui (China) Technomaterial Co., Ltd. to a single subsidiary.
-
(Note 6): The maximum amount of endorsement/guarantee provided by Shin Yang Steel Co., Ltd. shall not exceed 3 times of Shin Yang’s net worth. The same limit applies to the endorsement/guarantee provided by Shin Yang Steel Co., Ltd. to a single entity.
-
(Note 7): The maximum amount of endorsement/guarantee provided by Champion Logistic Inc. shall not exceed 100% of its net worth; the same limit applies to the endorsement/guarantee provided by Champion Logistic Inc. to a single entity.
-
(Note 8) : The maximum amount of endorsement/guarantee provided by Sin Bang Investment & Development Co., Ltd. shall not exceed 2 times of Sin Bang’s net worth. The same limit applies to the endorsement/guarantee provided by Sin Bang Investment & Development Co., Ltd. to a single entity.
(Note 9): The net worth referred to above is based on the latest financial statements audited or reviewed by independent auditors.
(Note 10): Mutually guaranteed companies based on the need of construction contract.
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TABLE 3
Yieh Phui Enterprise Co., Ltd. Marketable securities held (excluding investments in subsidiaries and associates) For The Year Ended December 31, 2020
| Unit: Thousand Shares;Thousands of NT Dollar/ Foreign Currency | Unit: Thousand Shares;Thousands of NT Dollar/ Foreign Currency | Unit: Thousand Shares;Thousands of NT Dollar/ Foreign Currency | Unit: Thousand Shares;Thousands of NT Dollar/ Foreign Currency | Unit: Thousand Shares;Thousands of NT Dollar/ Foreign Currency | Unit: Thousand Shares;Thousands of NT Dollar/ Foreign Currency | |||
|---|---|---|---|---|---|---|---|---|
| Securities held by | Marketable securities | Relationship with the securities issuer |
General ledger account | As of December 31, 2020 | Note | |||
| Shares (in **thousands) ** |
**Carrying value ** | Ownership (%) | Fair value | |||||
| Yieh Phui Enterprise Co., Ltd. |
Fund/ Fubon 3-Year Maturity Asia USD Bond Fund | None | Financial assets at fair value through profit or loss - current |
500 | 4,552 |
- |
4,552 | |
| Fund/Taishin Strategy Senior Total Return High Yield Bond Fund |
None | Financial assets at fair value through profit or loss - current |
300 | 3,055 |
- |
3,055 | ||
| Fund/ United 4 to 6 Years Trigger Sovereign EMD Term Fund |
None | Financial assets at fair value through profit or loss - current |
10 | 2,889 |
- |
2,889 | ||
| Fund/ Franklin Templeton SinoAm AI Hi-Tech Fund | None | Financial assets at fair value through profit or loss - current |
1,000 | 10,350 |
- |
10,350 | ||
| Preferred stock/ Eliter International Corp.- Preferred stock E | An investee accounted for usingequitymethod |
Financial assets at fair value through profit or loss - current |
19,706 | 213,292 |
- |
213,292 | ||
| Total | 234,138 | 234,138 | ||||||
| Stock/ TaiwanVes-Power Co., Ltd. | Related party in substance |
Financial assets at fair value through other comprehensive income or loss - noncurrent |
1,800 | 53,910 |
3.60% |
53,910 | ||
| Stock/ New Spring Construction Corp. | Related party in substance |
Financial assets at fair value through other comprehensive income or loss - noncurrent |
15,863 | 119,370 |
15.49% |
119,370 | ||
| Stock/ Ascentke Venture Capital Corp. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
85 | 6,208 |
6.42% |
6,208 | ||
| Stock/ Taiwan Implant Technology Company, Ltd. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
701 | 6,777 |
4.20% |
6,777 |
-369-
| Securities held by | Marketable securities | Relationship with the securities issuer |
General ledger account | As of December 31, 2020 | As of December 31, 2020 | As of December 31, 2020 | As of December 31, 2020 | Note |
|---|---|---|---|---|---|---|---|---|
| Shares (in **thousands) ** |
**Carrying value ** | Ownership (%) | Fair value | |||||
| Yieh Phui Enterprise Co., Ltd. |
Stock/ Sunny Bank |
None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
4,541 | 38,256 |
0.16% |
38,256 | |
| Stock/ Universal Venture Capital Investment Co., Ltd. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
1,100 | 6,266 |
0.91% |
6,266 | ||
| Stock/ Yieh Corporation Limited | Related party in substance |
Financial assets at fair value through other comprehensive income or loss - noncurrent |
200 | 86,559 |
4.35% |
86,559 | ||
| Stock/ Pacific Harbor Stevedoring Corporation | Director of the entity is the Company’s director |
Financial assets at fair value through other comprehensive income or loss - noncurrent |
150 | 4,494 |
3.00% |
4,494 | ||
| Stock/ ImageDJ Software Corp. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
24 | 535 |
0.96% |
535 | ||
| Stock/ Chao-Feng Venture Capital Co., Ltd. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
1,000 | 7,508 |
0.79% |
7,508 | ||
| Stock/ Skylark International Hotel Co., Ltd. | Related party in substance |
Financial assets at fair value through other comprehensive income or loss - noncurrent |
20,528 | 304,001 |
13.68% |
304,001 | ||
| Stock/ Neolink Capital Corp. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
3,000 | 27,243 |
2.57% |
27,243 | ||
| Stock/ Asia Pacific Telecom Co., Ltd. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
2,949 | 29,789 |
0.08% |
29,789 | ||
| Total | 690,916 | 690,916 | ||||||
| Shin Phui Steel Corporation |
Stock/Zhaoheng Energy Technology Co., Ltd. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
1,425 | 14,962 |
9.50% |
14,962 | |
| Worthing Honor Holdings Ltd. |
Stock/ SEE Corporation None Financial assets at fair value through profit |
None | Financial assets at fair value through profit or loss - current |
1 | - | - | - | |
| EMMT Systems Corporation |
Fund/ KGI Emerging Asia Sustainable Selection Bond Fund | None | Financial assets at fair value through profit or loss - current |
180 | 1,837 |
- |
1,837 | |
| Stock/ Rodan (Taiwan) Ltd. | None | Financial assets at fair value through other comprehensive income - noncurrent |
17 | - | 0.73% | - | ||
| Kuo Chang Enterprise Co., Ltd. |
Preferred stock/ Eliter International Corp.- Preferred stock D | An investee of the Parent Company under equity method. |
Financial assets at fair value through profit or loss - current |
1,997 | 21,771 |
- |
21,771 | |
| Preferred stock/ Eliter International Corp.- Preferred stock E | An investee of the Parent Company under equity method. |
Financial assets at fair value through profit or loss - current |
1,498 | 16,209 |
- |
16,209 | ||
| Total | 37,980 | 37,980 | ||||||
| Stock/Zhaoheng Energy Technology Co., Ltd. | None | Financial assets at fair value through other comprehensive income - noncurrent |
1,425 | 14,962 |
9.50% |
14,962 |
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| Securities held by | Marketable securities | Relationship with the securities issuer |
General ledger account | As of December 31, 2020 | As of December 31, 2020 | As of December 31, 2020 | As of December 31, 2020 | Note |
|---|---|---|---|---|---|---|---|---|
| Shares (in **thousands) ** |
**Carrying value ** | Ownership (%) | Fair value | |||||
| United Brightening Development Corp. |
Preferred stock/ Eliter International Corp.- Preferred stock D | An investee of the Parent Company under equity method. |
Financial assets at fair value through profit or loss - current |
26,914 | 293,362 |
- |
293,362 | |
| Preferred stock/ Eliter International Corp.- Preferred stock E | An investee of the Parent Company under equity method. |
Financial assets at fair value through profit or loss - current |
479 | 5,187 |
- |
5,187 | ||
| Total | 298,549 | 298,549 | ||||||
| Yieh Hsing Enterprise Co., Ltd |
Fund/ SinoPac CSI 300 Dividend Index Fund | None | Financial assets at fair value through profit or loss - current |
221 | 4,686 |
- |
4,686 | |
| Fund/ Amundi TW - Emerging Markets High Yield Bond Fund |
None | Financial assets at fair value through profit or loss - current |
100 | 991 |
- |
991 | ||
| Fund/ Franklin Templeton SinoAm AI Hi-Tech Fund | None | Financial assets at fair value through profit or loss - current |
200 | 2,070 |
- |
2,070 | ||
| Fund/TCB US Short Duration High Yield Bond Fund | None | Financial assets at fair value through profit or loss - current |
200 | 1,979 |
- |
1,979 | ||
| Fund/Emerging Asian Markets Bonds 2026 | None | Financial assets at fair value through profit or loss - current |
10 | 2,919 |
- |
2,919 | ||
| Preferred stock/Eliter International Corp.- Preferred stock D | An investee accounted for usingequitymethod |
Financial assets at fair value through profit or loss - current |
5,934 | 64,678 |
- |
64,678 | ||
| Preferred stock/Eliter International Corp.- Preferred stock E | An investee accounted for usingequitymethod |
Financial assets at fair value through profit or loss - current |
4,450 | 48,152 |
- |
48,152 | ||
| Total | 125,475 | - | 125,475 | |||||
| Stock/ Pacific Harbor Stevedoring Corporation | Director of the entity is the Company’s chairman |
Financial assets at fair value through other comprehensive income - noncurrent |
150 | 4,494 |
3.00% |
4,494 |
-371-
TABLE 4
Yieh Phui Enterprise Co., Ltd.
Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital For The Year Ended December 31, 2020
Unit: Thousand Shares;Thousands of NT Dollar
| Unit: Thousand S | Unit: Thousand S | hares;Th | ousands of NT Dollar | ousands of NT Dollar | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor | Marketable securities |
General ledger account |
Counterparty | Relationship with the investor |
Beginning balance | Addition | Disposal | Ending balance | ||||||
| Number of shares |
Amount | Number of shares |
Amount | Number of shares |
Selling price |
Book value |
Gain (loss) on disposal |
Number of shares |
Amount | |||||
| Yieh Phui Enterprise Co., Ltd. |
Champion Logistic Inc. |
Investments accounted for using equity method |
Proceeds from Capital reduction |
Subsidiary of the Company |
13,000 | 412,991 | - | - | 12,910 | - | 408,219 (Note 1) |
- | 90 | 4,772 |
| Great Emperor Hotel Co., Ltd. |
Investments accounted for using equity method |
Capital increase by cash |
Investee of the Company’s Sub- subsidiary |
147,000 | 1,453,417 | 105,000 | 1,038,513 (Note 2) |
- | - | - | - | 252,000 | 2,491,930 |
(Note 1):Including proceeds from capital reduction of ($386,342) thousand, cash dividend ($23,180) thousand, gain (loss) on investments accounted for using equity method and shares of other comprehensive income of $1,303 thousand.
(Note 2):Including capital increase by cash of $1,081,500 thousand, income and loss on investment accounted for using equity method in the amount of ($20,743) thousand and accumulated earning/loss of ($22,244) thousand recognized due to the failure to subscribe to new shares in proportion to its shareholding percentage.
-372-
TABLE 5
Yieh Phui Enterprise Co., Ltd. Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital For The Year Ended December 31, 2020
| Unit: Thousands | Unit: Thousands | Unit: Thousands | of NT Dollar | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name |
Real estate | Transaction date |
Transaction amount |
Payment terms |
Counterparty | Relationship with the seller |
Prior transaction of | related counterparty | Price reference | Purpose of **acquisition ** |
Other terms |
||
| Owner | Relationship | Transfer Date |
Amount | ||||||||||
| Kings Garden International Co., Ltd. |
Construction of commercial building at E-da Asia Plaza |
January 28, 2014 ~ November 12, 2020 |
5,749,569 | 5,251,984 | New Spring Construction Corp., Taiwan Cement Corporation, Yieh Hsing Enterprise Co., Ltd. and Yieh Phui Enterprise Co., Ltd. Union Engineering Co., Ltd. Teco Electric & Machinery Co., Ltd., Hsin.Kao Gas Co,. Ltd. etc. |
Related party in substance, Parent company, ultimate parent company |
- | - | - | - | Determined at prices agreed on by both parties upon negotiation or through price comparison with reference to appraisal reports issued by professional appraisal institutions |
To build a boutique shopping mall |
None |
| Great Emperor Hotel Co., Ltd. |
6,394,040 | 5,539,852 | For development of an international hotel |
-373-
TABLE 6
Yieh Phui Enterprise Co., Ltd. Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital For The Year Ended December 31, 2020
| Unit: Thousands of NT Dollars/Foreign Currency | Unit: Thousands of NT Dollars/Foreign Currency | Unit: Thousands of NT Dollars/Foreign Currency | Unit: Thousands of NT Dollars/Foreign Currency | Unit: Thousands of NT Dollars/Foreign Currency | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Real estate disposed by |
Real estate | Transaction date or date of the event |
Acquisition date |
Carrying value |
Transaction amount(Note 2) |
Status of collection of proceeds |
Gain (loss) on disposal |
Counterparty | Relationship with the seller |
Reason for disposal |
Price reference |
Other terms |
| Yieh Phui Enterprise Co., Ltd. |
No.0001,-0002、No.0001- 0041、No.0001-0040, Pingbei Section, Jiadong Township, |
May 6, 2020 | June 6 ,2006 | 219,007 | 606,873 | Fully recovery |
387,866 | Zhaoyuneng Technology Co., Ltd. |
- | Enrich the working capital of the company |
Euro-Asia Asset Evaluation Group |
None |
| No.0001- 0030, Pingbei Section, Jiadong Township |
August 21,2019 |
June 6 ,2006 | 49,958 | 171,978 | Fully recovery |
122,020 | Daheng Resources Technology Co., Ltd. |
- | Enrich the working capital of the company |
Euro-Asia Asset Evaluation Group |
None | |
| No.0001- 0021, Pingbei Section, Jiadong Township |
May 6, 2020 | 67,882 | 209,658 | 141,776 | ||||||||
| No.0001-0027, Pingnan Section, Fangliao Township |
December 1,2020 |
June 6 ,2006 | 159,832 | 699,634 | 70,000 | (Note1) | Shenfeng Special Application Materials Co., Ltd. |
- | Enrich the working capital of the company |
Evermore Valuation Real Estate Appraisal Firm |
None |
(Note 1): As of December 31, 2020, the transfer has not been completed, Please refer to Note 6.8 and Note 9.10.
(Note 2): The amount of the contract price without tax minus the necessary fee.
-374-
TABLE 7
Yieh Phui Enterprise Co., Ltd. Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital For The Year Ended December 31, 2020
| Unit: Thousands of NT Dollars/Foreign Currency | Unit: Thousands of NT Dollars/Foreign Currency | Unit: Thousands of NT Dollars/Foreign Currency | Unit: Thousands of NT Dollars/Foreign Currency | Unit: Thousands of NT Dollars/Foreign Currency | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchaser/ **seller ** |
Counterparty | Relationship with the counterparty |
Transaction | Differences in transaction terms compared to third party transactions |
Notes/accounts receivable(payable) |
Note |
|||||
| Purchases (sales) |
Amount | Percentage of total purchases (sales) |
Credit term |
Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| Yieh Phui Enterprise Co., Ltd. |
Yieh Hong Enterprise Co., Ltd. |
Related party in substance |
Purchases | T/T or Sight L/C before goods acceptance. |
- | - | - | - | - | ||
| 3,273,609 | 19.52% | ||||||||||
| Yieh United Steel Corporation |
An investee accounted for using equity method |
Sales | Galvanized steel coils; payment periods were within one to two months. carbon steel: payment term is monthly, and closes in 15 days. Project is contractuallyagreed |
- |
- | 19,261 | 1.44% | Accounts receivable | |||
| 183,665 | 0.88% | 5,557 | 19.92% | Note receivable | |||||||
| Yieh Corporation Limited |
Related party in substance |
Sales | 1-2 months | - | - | 988 | 0.07% | Accounts receivable | |||
| 886,253 | 4.23% | ||||||||||
| Asiazone Co., Limited | An investee accounted for using equitymethod |
Sales | 1-2 months | - | - | 154,046 | 11.48% | Accounts receivable | |||
| 1,017,050 | 4.86% | ||||||||||
| Shin Yang Steel Co., Ltd. |
Subsidiary of the Company |
Sales | 731,972 | 3.50% | 1-2 months | - | - | 46,715 | 3.48% | Accounts receivable | |
| New Spring Construction Corp. |
Related party in substance |
Sales | 471,629 | 2.25% | Pursuant to the agreement |
- | - | - | - | - | |
| Shin Phui Steel Corporation |
Subsidiary of the Company |
Sales | 224,504 | 1.07% | 1-2 months | - | - | 13,821 | 1.03% | Accounts receivable |
-375-
| Purchaser/ **seller ** |
Counterparty | Relationship with the counterparty |
Transaction | Transaction | Differences in transaction terms compared to third party transactions |
Differences in transaction terms compared to third party transactions |
Notes/accounts receivable(payable) | Notes/accounts receivable(payable) | Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (sales) |
Amount | Percentage of total purchases (sales) |
Credit term |
Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| Shin Yang Steel Co., Ltd. |
Yieh Hong Enterprise Co., Ltd. |
Related party in substance |
Purchases | 215,664 | 13.27% | T/T or Sight L/C before goods acceptance. |
- | - | - | - | - |
| Yieh Phui (Hong Kong) Holdings Limited |
Yieh United Steel Corporation |
An investee of the Parent Company under equity method. |
Sales | 215,565 (USD 7,292) |
100.00% | The agreed period is 3 months, but a grace period may be granted by mutual agreement. |
- | - | - | - | - |
| Yieh Phui (China) Technomaterial Co., Ltd. |
Tianjin Lianfa Precision Steel Corporation |
Subsidiaries | Sales | 1,390,254 (RMB 324,612) |
5.33% | 1-2 months | - | - | 143,566 (RMB 32,892) |
31.70% | Accounts receivable |
| Asiazone Co., Limited |
An investee of the Parent Company under equity method. |
Sales | 174,207 (USD 5,864) |
0.66% | 1-2 months | - | - | 5,026 (USD 176) |
1.11% | Accounts receivable |
|
| Yieh Hsing Enterprise Co., Ltd. |
Yieh United Steel Corporation |
An investee accounted for using equity method |
Purchases | 3,506,331 | 75.27% | T/T or Sight L/C before goods acceptance. |
- | - | - | - | - |
-376-
TABLE 8
Yieh Phui Enterprise Co., Ltd. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital For The Year Ended December 31, 2020
| Unit: Thousands of NT Dollars/Foreign Currency | Unit: Thousands of NT Dollars/Foreign Currency | Unit: Thousands of NT Dollars/Foreign Currency | ||||||
|---|---|---|---|---|---|---|---|---|
| Creditor | Counterparty | Relationship with the counterparty |
Ending balance | Turnover rate | Overdue | receivables |
Amount collected subsequent to the end of the reporting period (Note 2) |
Allowance for doubtful accounts |
| Amount | Action taken |
|||||||
| Yieh Phui Enterprise Co.,Ltd. |
Asiazone Co., Limited |
Affiliated enterprises | 154,046 | 6.29 |
- | - | 154,046 | - |
| Yieh Phui (Hong Kong) Holdings Limited |
Yieh Phui (China) Technomaterial Co., Ltd. |
Subsidiaries | 2,258,176 (RMB 6,930) (USD 73,733) (EUR 3,655) |
(Note 1) |
- | - | - | - |
| Shin Yang Steel Co., Ltd. |
Yieh Phui (Hong Kong) Holdings Limited |
Fellow subsidiary | 176,576 (USD 6,200) |
(Note 1) |
- | - | - | - |
| Yieh Phui (China) Technomaterial Co., Ltd. |
Tianjin Lianfa Precision Steel Corporation |
Subsidiaries | 109,120 (RMB 25,000) |
(Note 1) |
- | - | - | - |
| 143,566 (RMB 32,892) |
8.29 |
- | - | RMB 32,892 | - |
(Note 1): These are accounts receivable financing, on which the calculation of turnover doesn’t apply.
(Note 2): Amounts received as of March 24, 2021.
-377-
TABLE 9
Yieh Phui Enterprise Co., Ltd. Information on Investees For The Year Ended December 31, 2020
Unit: Thousands of NT Dollar/ Foreign Currency
| Investor | Investee | Location | Main business activities | Initial investment amount | Initial investment amount | Shares | held as the period-end | held as the period-end | Net Income (Loss) of the Investee |
Share of Profit/Loss of Investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Shares (in thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Yieh Phui Enterprise Co., Ltd. |
Yieh Phui (Hong Kong) Holdings Limited |
Hong Kong | Investment | 7,455,887 | 7,455,887 |
233,500 |
100% |
9,502,034 |
958,220 |
958,220 |
|
| Champion Logistic Inc. | Samoa | Investment | 118,287 | 504,629 |
90 |
89.66% |
4,772 |
2,537 |
2,275 |
||
| Eliter International Corp. | Kaohsiung City | Construction of buildings |
2,833,595 | 2,833,595 |
283,584 |
32.84% |
2,650,801 |
(66,028) |
(21,686) | ||
| Yieh Hsing Enterprise Co., Ltd. | Kaohsiung City | Wire rods trading | 2,261,296 | 2,252,564 |
304,654 |
57.41% |
971,579 |
(470,091) |
(258,106) | ||
| Tangeng Iron Works Co., Ltd. | Kaohsiung City | Steel trading | 1,453,572 | 1,453,572 |
39,553 |
11.30% |
1,154,704 |
(665,673) |
(75,227) | ||
| E-Da Development Corp. | Kaohsiung City | Leisure development | 2,096,196 | 2,096,196 |
209,619 |
28.44% |
1,116,484 |
(322,389) |
(91,695) | ||
| United Brightening Development Corp. |
Kaohsiung City | Technical consultation for steel products manufacturing |
1,815,593 | 1,836,383 |
150,893 |
95.56% |
1,445,019 |
(130,697) |
(124,897) | ||
| Shin Yang Steel Co., Ltd. | Kaohsiung City | Steel products related business |
870,000 | 870,000 |
87,696 |
100% |
834,458 |
(84,845) |
(84,353) | ||
| Yieh Mau Corp. | Kaohsiung City | Trading & manufacturing |
422,605 | 422,605 |
52,658 |
23% |
699,843 |
124,369 |
28,599 |
||
| Kuo Chang Enterprise Co., Ltd. | Kaohsiung City | Wholesale of hardware | 1,356,261 | 1,287,428 |
107,370 |
99.04% |
1,062,054 |
(87,756) |
(86,914) | ||
| Asiazone Co., Limited | Hong Kong | Steel trading | 595,424 | 595,424 |
15,090 |
32.80% |
637,907 |
66,148 |
21,699 |
||
| Shin Phui Steel Corporation | Kaohsiung City | Trading of steel products | 214,236 | 185,736 |
23,917 |
100% |
252,846 |
5,272 |
6,378 |
||
| Sin Bang Investment & Development Co.,Ltd. |
Kaohsiung City | Investment | 284,709 | 265,809 |
21,203 |
100% |
232,955 |
(13,968) |
(13,968) |
-378-
| Investor | Investee | Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as theperiod-end | Shares held as theperiod-end | Shares held as theperiod-end | Net Income (Loss) of the Investee |
Share of Profit/Loss of Investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Shares (in thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Yieh Phui Enterprise Co., Ltd. |
EMMT Systems Corporation | Taichung City | Manufacturing and marketing of military specification printed circuit boards |
310,347 | 308,076 |
40,033 |
78.51% |
529,305 |
131,458 |
102,995 |
|
| Good Honor Holdings Ltd. | British Virgin Islands |
Investment | 14,723 | 14,723 |
46 |
100% |
3,901 |
30 |
30 |
||
| Gen-Wan Technology Corp. | Kaohsiung City | Telecommunication | 148,610 | 148,610 |
3,293 |
86.99% |
44,511 |
9,656 |
8,400 |
||
| Cheng Shin Security Co., Ltd. | Kaohsiung City | Security | 14,000 | 14,000 |
1,400 |
35% |
9,598 |
(8,943) |
(3,130) | ||
| E-Da Bus Transportation Co., Ltd. |
Kaohsiung City | Bus transportation | 49,755 | 49,755 |
1,845 |
17.09% |
684 |
(53,017) |
(9,058) | ||
| E-DA Tour Bus Co., Ltd. | Kaohsiung City | Bus transportation | 20,900 | 20,900 |
1,349 |
19% |
13,108 |
(1,419) |
(270) | ||
| Worthing Honor Holdings Ltd. | British Virgin Islands |
Investment | 6,672 | 6,672 |
100 |
100% |
2,629 |
3 |
3 |
||
| E United Japan Co., Ltd. | Japan | Steel trading | 8,027 | 8,027 |
- |
47% | 4,147 |
602 |
283 |
||
| Skylark Hot Spring & Resort Corp. |
Kaohsiung City | Hotel industry | 11,700 | 11,700 |
1,170 |
14.63% |
- |
(1,714) | - | ||
| E-Da Entertainment Co., Ltd. | Kaohsiung City | Entertainment industry | 74,100 | 74,100 |
7,410 |
19% |
57,924 |
(954) |
(181) | ||
| Li Hui Development Co., Ltd. | Kaohsiung City | Investment | 321,216 | 321,216 |
64,045 |
44.56% |
310,169 |
(1,935) |
(862) | (Note 1) | |
| Ji Chang Enterprise Co., Ltd. | Kaohsiung City | Investment | 5,050 | 5,050 |
1,042 |
45% |
4,692 |
(113) |
(51) | (Note 1) | |
| Yieh United Steel Corporation | Kaohsiung City | Steel products related businesses |
5,023,625 | 4,995,078 |
676,661 |
25.82% |
2,653,964 |
(1,877,471) |
(500,363) | (Note 1) | |
| Hong Yuh Assets Management Co.,Ltd. |
Kaohsiung City | Management service | 1,167,200 | 1,167,200 |
119,920 |
80% |
426,085 |
(118,128) |
(94,502) |
-379-
| Investor | Investee | Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as theperiod-end | Shares held as theperiod-end | Shares held as theperiod-end | Net Income (Loss) of the Investee |
Share of Profit/Loss of Investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Shares (in thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Yieh Phui Enterprise ~~C~~o., Ltd. |
E-Da Visual Effects Company Limited. |
Kaohsiung City | Entertainment industry | 10,393 | 10,393 |
1,470 |
49% |
- |
(8,342) | - | |
| Lian So(H.K) Co., Limited | Hong Kong | Investment | 507,342 | 507,342 |
16,560 |
80% |
289,013 |
(51,082) |
(40,865) | ||
| E-Da Health Biotechnology Co., Ltd. |
Kaohsiung City | Manufacturer of food additives |
3,800 | 3,800 |
380 |
19% |
3,691 |
(68) |
(13) | ||
| Yieh Phui America Inc. | U.S. | Trading of steel products |
292 | 292 |
1 |
100% |
66,156 |
16,125 |
16,125 |
||
| Great Emperor Hotel Co., Ltd. | Kaohsiung City | Hotel industry | 2,595,600 | 1,514,100 |
252,000 |
54.55% |
2,491,930 |
(42,689) |
(20,743) | ||
| Prepayment for stock subscription - Great Emperor Hotel Co., Ltd. |
Kaohsiung City | Hotel industry | - | 133,597 | - |
- | - | - | - | ||
| Kings Garden International Co., Ltd. |
Kaohsiung City | Leasing, sales, and development of residential and commercial buildings, department stores |
2,193,900 | 2,121,800 |
213,000 |
50.12% |
2,087,966 |
(37,389) |
(18,694) | ||
| Prepayment for stock subscription -Great Emperor Hotel Co., Ltd. |
Kaohsiung City | Leasing, sales, and development of residential and commercial buildings, department stores |
209,066 | - |
- | - | 209,066 | - |
- | ||
| Total | 34,473,979 | 33,496,259 |
- |
- | 29,773,995 | (2,730,291) |
(300,571) | ||||
| Shin Phui ~~S~~teel Corporation |
Groupco Technology Inc. | Taichung City | RADIO | 37,492 | 37,492 |
3,830 |
42.53% |
3,933 |
50 |
21 | |
| Yieh United Steel Corporation |
Kaohsiung City | Steel products related businesses |
24,562 | 24,562 |
3,178 |
0.12% |
12,356 |
(1,877,471) |
(2,063) | (Note 1) | |
| Great Emperor Hotel Co., Ltd. | Kaohsiung City | Hotel industry | 515 | 515 |
50 |
0.01% |
494 |
(42,689) |
(5) | ||
| Kings Garden International Co., Ltd. |
Kaohsiung City | Leasing, sales, and development of residential and commercial buildings, department stores |
515 | 515 |
50 |
0.01% |
490 |
(37,389) |
(4) |
-380-
| Investor | Investee | Location | Main business activities | Initial investment amount | Initial investment amount | Shares | held as theperiod-end | held as theperiod-end | Net Income (Loss) of the Investee |
Share of Profit/Loss of Investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Shares (in thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Gen-Wan Technology Corp. |
EMMT Systems Corporation |
Taichung City | Manufacturing and marketing of military specification printed circuit boards |
27,630 | 27,630 | 3,814 | 7.48% | 50,422 | 131,458 | 9,832 | |
| EMMT ~~S~~ystems Corporation |
Groupco Technology Inc. | Taichung City | RADIO | 45,000 | 45,000 | 4,500 | 49.97% | 4,621 | 50 | 25 | |
| Applied Wireless Identifications Group,Inc. |
San Francisco, US |
RFID | 242,545 | 242,545 | 40,488 | 91.47% | 208,035 | 27,841 | 25,466 | ||
| UniPattern Corporation | Taipei City | Manufacturing of computer andperipherals |
54,960 | 54,960 | 5,200 | 43.33% | 59,889 | 16,344 | 7,082 | ||
| Applied Wireless Identifications Group,Inc. |
AWID Asia Co., Ltd. | Kaohsiung City | Telecommunications equipment wholesale |
71,456 | 75,220 | 3,030 | 100.00% | 19,044 | 1,058 | 1,058 | |
| Shin Yang Steel Co., Ltd. |
Yieh United Steel Corporation |
Kaohsiung City | Steel products related businesses |
17,385 | 17,385 | 2,195 | 0.08% | 8,536 | (1,877,471) | (1,427) | (Note 1) |
| Sin Bang Investment & Development Co.,Ltd. |
Tangeng Iron Works Co., Ltd. | Kaohsiung City | Steel trading | 265,482 | 265,482 | 7,224 | 2.07% | 210,896 | (665,673) | (13,740) | |
| Kuo Chang Enterprise Co., Ltd. |
Yieh United Steel Corporation |
Kaohsiung City | Steel products related businesses |
439,197 | 439,197 | 56,817 | 2.17% | 220,949 | (1,877,471) | (36,886) | (Note 1) |
| Eliter International Corp. | Kaohsiung City | Construction of buildings | 219,977 | 219,977 | 21,558 | 2.50% | 201,556 | (66,028) | (1,649) | ||
| Tangeng Iron Works Co., Ltd. |
Kaohsiung City | Steel trading | 786,714 | 786,714 | 21,328 | 6.09% | 921,017 | (665,673) | (40,564) | ||
| United Brightening Development Corp. |
Chao Ying Investment Development Co., Ltd. |
Kaohsiung City | Investment | 341,992 | 341,992 | 30,400 | 100.00% | 261,132 | (17,077) | (17,077) | |
| Yieh United Steel Corporation |
Kaohsiung City | Steel products related businesses |
449,508 | 449,508 | 58,151 | 2.22% | 226,136 | (1,877,471) | (37,751) | (Note 1) | |
| Champion Logistic Inc. | Samoa | Investment | 4,798 | 49,376 | 10 | 10.34% | 551 | 2,537 | 262 |
-381-
| Investor | Investee | Location | Main business activities | Initial investment amount | Initial investment amount | Shares | held as theperiod-end | held as theperiod-end | Net Income (Loss) of the Investee |
Share of Profit/Loss of Investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Shares (in thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| United Brightening Development Corp. |
Tangeng Iron Works Co., Ltd. | Kaohsiung City | Steel trading | 1,177,838 | 1,177,838 | 32,050 | 9.16% | 1,363,948 | (665,673) | (60,957) | |
| Eliter International Corp. | Kaohsiung City | Construction of buildings | 70,393 | 70,393 | 6,898 | 0.80% | 64,506 | (66,028) | (528) | ||
| Chao Ying Investment Development Co.,Ltd. |
Tangeng Iron Works Co., Ltd. | Kaohsiung City | Steel trading | 336,957 | 336,957 | 8,898 | 2.54% | 259,767 | (665,673) | (16,923) | |
| Hong Yuh Assets Management Co., Ltd. |
Lien-Hsin Steel Co., Ltd. | Indonesia | Metal manufacturing industry |
514,670 | 514,670 | 1,640 | 47.88% | 303,216 | (84,766) | (40,589) | |
| Prepayment of stock subscription- Lien-Hsin Steel Co.,Ltd. |
Indonesia | Metal manufacturing industry |
55,440 | - | - | - | 55,440 | - |
- | ||
| Lien-Sheng Steel Co., Ltd. | Indonesia | Metal manufacturing industry |
1,633 | 1,633 | 0.05 | 10.00% | 436 | (1,926) | (193) | ||
| Lien-Hung Mining Co., Ltd. | Indonesia | Nickle mining | 100,303 | 100,303 | 3,787 | 19.00% | 63,985 | (42,105) | (8,000) | ||
| Prepayment of stock subscription - Lien-Hung MiningCo.,Ltd. |
Indonesia | Nickle mining | 7,367 | - | - | - | 7,367 | - |
- | ||
| Lien-Heng Mining Co., Ltd. | Indonesia | Nickle mining | 9,371 | 9,371 | 381 | 75.00% |
(28,583) | (5,371) | (4,028) | ||
| Prepayment of stock subscription - Lien Heng MiningCo.,Ltd. |
Indonesia | Nickle mining | 69,365 | 69,365 | - | - | 69,365 | - |
- | ||
| Asiamax Mining Indonesia | Indonesia | Nickle mining | 89,386 | 89,386 | 55 | 100.00% | 48,337 | (22,429) | (22,429) | ||
| Lian So (H.K) Co., Limited |
Lien-Sheng Steel Co., Ltd. | Indonesia | Metal manufacturing industry |
12,816 | 13,491 | 0.45 | 90.00% | 3,926 | (1,926) | (1,733) | |
| Lian Yang (Hong Kong) TradingLimited |
Hong Kong | Trading business | 2,848 | 2,998 | 100 | 100.00% |
13,263 | (991) | (991) | ||
| Lien-Hsin Steel Co., Ltd. | Indonesia | Metal manufacturing industry |
508,368 | 535,143 | 1,785 | 52.12% | 330,024 | (84,766) | (44,177) |
-382-
| Investor | Investee | Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as the period-end | Shares held as the period-end | Shares held as the period-end | Net Income (Loss) of the Investee |
Share of Profit/Loss of Investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Shares (in thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Lien-Hsin steel Co., Ltd. |
Lien-Hung Mining Co., Ltd. |
Indonesia | Nickle mining | 429,574 | 442,565 |
16,142 |
81.00% |
260,827 |
(42,105) |
(34,105) | |
| Prepayment of stock subscription - Lien-Hung Mining Co.,Ltd. |
Indonesia | Nickle mining | 72,393 | - |
- | - | 72,393 | - |
- | ||
| Lien-Heng Mining Co., Ltd. | Indonesia | Nickle mining | 20,267 | 20,506 |
127 |
25.00% |
(9,528) |
(5,371) | (1,343) | ||
| Yieh Hsing Enterprise Co., Ltd. |
Great Emperor Hotel Co., Ltd. | Kaohsiung City | Hotel industry | 2,099,500 | 2,099,500 |
209,950 |
45.44% |
2,076,113 |
(42,689) |
(22,079) | |
| Kings Garden International Co., Ltd. |
Kaohsiung City | Leasing, sales, and development of residential and commercial buildings, department stores |
2,119,500 | 2,119,500 |
211,950 |
49.87% |
2,077,673 |
(37,389) |
(18,690) | ||
| United Winner Metals L.P | Virginia, US | Scrap steel recycling | 107,334 | 107,334 |
- |
33.75% | 91,738 |
13,269 |
4,479 | ||
| Cheng Shin Security Co., Ltd. | Kaohsiung City | Security | 4,000 | 4,000 |
400 |
10.00% |
2,742 |
(8,943) |
(895) | ||
| Eliter International Corp. | Kaohsiung City | Construction of buildings | 639,772 | 639,772 |
64,043 |
7.42% |
598,851 |
(66,028) |
(4,897) | ||
| E-Da Development Corp. | Kaohsiung City | Leisure development | 437,915 | 437,915 |
43,791 |
5.94% |
234,844 |
(322,389) |
(19,156) | ||
| Yieh United Steel Corporation |
Kaohsiung City | Steel products related business |
20,204 | 20,204 |
2,542 |
0.10% |
9,887 |
(1,877,471) |
(1,650) | (Note 1) | |
| E-Da Health Biotechnology Co., Ltd. |
Kaohsiung City | Manufacturer of food additives |
3,800 | 3,800 |
380 |
19.00% |
3,691 |
(68) |
(13) | ||
| Kings Garden International Co., Ltd. |
Yi Hua International Co., Ltd | Kaohsiung City | Leasing, selling and development of residential and commercial buildings |
7,000 | 7,000 | 1,169 | 70.00% | 16,100 |
5,502 | 3,851 | |
| Hua Li International Co., Ltd. | Kaohsiung City | Daily necessities, cosmetics wholesaler |
60,000 | 60,000 |
6,000 |
100.00% |
46,402 |
(12,783) |
(12,783) | ||
| E-Mau Development Co., Ltd. | Kaohsiung City | Department stores, amusement parks, and hotel industry |
27,520 | - |
2,752 | 12.80% |
27,494 |
(204) |
(26) | ||
| Great Emperor Hotel Co., Ltd. |
E-Mau Development Co., Ltd. |
Kaohsiung City | Department stores, amusement parks, and hotel industry |
27,520 | - |
2,752 | 12.80% |
27,494 |
(204) |
(26) |
(Note 1): Due to cross ownership and the adoption of equity method between the Company and Yieh United Steel Corporation, investment gain/loss is accounted for using the
treasury stock approach. Thus, the income/loss of investee for the period excludes gain/loss accounted for using equity method by Yieh United Steel Corporation in relation to the Company.
-383-
TABLE 10
Yieh Phui Enterprise Co., Ltd. Information on Investment in Mainland China For The Year Ended December 31, 2020
| Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | |
|---|---|---|---|---|---|
| Ownership | |||||
| held by | Accumulated | ||||
| the | Carrying | Inward | |||
| Net Income | Company | Amount | Remittance of | ||
| (Loss) of | (direct or | Share of | as of | Earnings as of | |
| the | indirect) | Profit/Loss | December 31, | December 31, | |
| Investee | (%) | (Note 2) | 2020 | 2020 |
| Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | Unit: Thousands of NT Dollar/ Foreign Currency | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of | Investee in MainlandChina |
Main business activities |
Total Amount of Paid-inCapital |
Investment method (Note 1) |
Accumulated Outflow of Investment from Taiwan as of January 1, 2020 |
Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of the Investee |
Ownership held by the Company (direct or indirect) (%) |
Share of Profit/Loss (Note 2) |
Carrying Amount as of December 31, 2020 |
Accumulated Inward Remittance of Earnings as of December 31, 2020 |
||||||
| Outflow | Inflow | |||||||||||||||||
| Investor | ||||||||||||||||||
| Yieh Phui Enterprise Co., Ltd. |
Yieh Phui (China) Techno material Co., Ltd. |
Manufacturing and marketing of pickled, cold rolled, galvanized and pre-painted steel coils |
6,726,976 (USD 236,200) (Note 6) |
(2) a | 6,650,080 (USD 233,500) |
- |
- | 6,650,080 (USD 233,500 |
988,624 |
100% | 988,624 (2) 2 |
9,555,471 | - | |||||
| Changshou ChangHuei Trading Co. |
Trading of steel products |
43,648 (RMB 10,000) |
(2) a (Note 4) |
- | - | - | - | 490 | 100% | 490 (2) 3 |
46.307 | - | ||||||
| Tianjin Lianfa Precision Steel Corporation |
Manufacturing and marketing of special high grade alloy |
384,480 (USD 13,500) |
(2) a (Note 5) |
- | - | - | - | 384 | 100% | 384 (2) 2 |
135.919 | - | ||||||
| AWID Asia Co., Ltd. |
AWID Sanghai Co., Ltd. (Note 7) |
Telecommunications equipment wholesale |
19,936 (USD 700) |
(1) | 19,936 (USD 700) |
- |
19,936 (USD 700) |
- |
152 | 100% | 152 (2) 3 |
- | - | |||||
| AWID Changshou Co., Ltd. | Telecommunications equipment wholesale |
8,544 (USD 300) |
(1) | 8,544 (USD 300) |
- |
- | 8,544 (USD 300) |
(799) |
100% | (799) (2) 2 |
2,753 | - | ||||||
| Investee in Mainland China |
Accumulated Investment in Mainland China as of December 31, 2020 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|||||||||||||||
| Investor | ||||||||||||||||||
| Yieh Phui Enterprise Co., Ltd. | Yieh Phui (China) Technomaterial Co., Ltd. | 6,650,080 (USD 233,500) | 6,726,976 (USD 236,200) |
15,881,527 | ||||||||||||||
| AWID Asia Co., Ltd. | AWID Sanghai Co., Ltd. | - | - | - | ||||||||||||||
| AWID Changshou Co., Ltd. | 8,544 (USD 300) | 8,544 (USD 300) |
80,000 |
-384-
(Note 1): Investment methods are classified into the following three categories.
-
(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. a. Yieh Phui (Hong Kong) Holdings Limited
-
(3) Others
(Note 2): Investment gain or loss recognized in the current period:
-
(1) Please specify if it is in the preparation stage without any investment gains or losses generated.
-
(2) Recognition basis of investment profit or loss is categorized into three types, which shall be identified.
-
Financial statements audited and certified by the international CPA firms that cooperates with ROC CPA firms.
-
Financial statements reviewed, or audited and certified by the CPA firm of the parent company in Taiwan.
-
Others
-
-
(Note 3): The figures in the Table shall be expressed in New Taiwan Dollars. Carrying amount at the end of the period is converted using the exchange rate on the reporting date (USD:NTD 1: 28.48; RMB: NTD 1: 4.3648). Investment gain or loss recognized in the current period is converted using the average exchange rate in from January 1 to December 31, 2020 (USD: NTD 1: 29.5604; RMB: NTD 1: 4.2840).
-
(Note 4): Yieh Phui (China) Technomaterial Co., Ltd. invests in Changshou ChangHuei Trading Co. with equity funds of RMB 10 million. As of December 31, 2020, accumulated investment amounted to RMB 10 million.
-
(Note 5): The Company originally holds 100% of Tianjin Lianfa Precision Steel Corporation Beneficiary (paid-in capital equals USD 13,500 thousand) through its holding in Hsing Jui Investments
-
Limited. It transferred its ownership to Yieh Phui (China) Technomaterial Co., Ltd. at RMB 20,000 thousand in July 2015. The said proceed, net of tax, of RMB 19,990 thousand (equivalent to USD 3,213 thousand) has been transferred back to the Company’s account in Taiwan.
(Note 6): Yieh Phui (China) Technomaterial Co., Ltd. recapitalized its retained earnings of USD 2,700 thousand in April 2016.
(Note 7): AWID Sanghai Co., Ltd. was liquidated in July 2020.
(Note 8): Investment in Changshu Chief Leading Edge Construction Materials Co., Ltd. was completely sold in February 2013. Investment amount and earnings were received. Investment in Jiangsu J
& Y Engineering Co., Ltd. was liquidated in 2012. Thus:
- (1) Accumulated investment of NT$ 498,539 thousand by investees in China that were disposed of.
- (2) Investment gains received from China investees that were disposed: NT$ 69,518 thousand.
-
(2) Significant transactions between the Company and investees in Mainland China during January 1 and December 31, 2020, directly or indirectly through the third area are as follows:
-
Significant transactions between the Company and investees in China: Table 7 attached ~ Table 8 attached in Note 13.
-
Financing between the Company and investees in China: Table 1 attached in Note 13.
-
Endorsement and guarantee provided by the Company for investees in China: Table 2 attached in Note 13.
-385-
TABLE 11
Yieh Phui Enterprise Co., Ltd. Information of Major Shareholders December 31, 2020
| Name of major shareholder | Number of shares | Percentage of ownership (%) |
|---|---|---|
| Yieh United Steel Corporation | 302,105,336 | 15.97% |
| Weiqiao Investment Development Co., Ltd. | 205,719,551 | 10.88% |
| Wei Hong Investment Development Co., Ltd. | 100,188,532 | 5.29% |
Note: The information of major shareholders is based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (included treasury shares) by the Company as of December 31, 2020. The share capital in consolidated financial report may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
14. SEGMENTINFORMATION
Information regarding business segments has been disclosed in the consolidated financial statements. Therefore, the Company does not disclose such information in the standalone financial statements.
-386-
VI. Impact on the Company's Financial Status due to Financial Difficulties Experienced by the Company and Its Related Companies: None.
-387-
Chapter 7 Review, Analysis, and Risks of Financial Status and Performance
I. Financial Status:
Comparative analysis of financial conditions
| Chapter 7 Review, Analysis, and Risks of Financial Status and Performance I. Financial Status: Comparative analysis of financial conditions |
Chapter 7 Review, Analysis, and Risks of Financial Status and Performance I. Financial Status: Comparative analysis of financial conditions |
Chapter 7 Review, Analysis, and Risks of Financial Status and Performance I. Financial Status: Comparative analysis of financial conditions |
Chapter 7 Review, Analysis, and Risks of Financial Status and Performance I. Financial Status: Comparative analysis of financial conditions |
Chapter 7 Review, Analysis, and Risks of Financial Status and Performance I. Financial Status: Comparative analysis of financial conditions |
|---|---|---|---|---|
| Unit: NT$ thousands | ||||
| Year Item |
2020 | 2019 | Differences | |
| Amount | % | |||
| Current assets | 20,619,331 | 20,910,987 | -291,656 | -1.39% |
| Non-current assets | 63,413,039 | 62,841,875 | 571,164 | 0.91% |
| Totalassets | 84,032,370 | 83,752,862 | 279,508 | 0.33% |
| Current Liabilities | 27,077,797 | 27,611,293 | -533,496 | -1.93% |
| Non-current liabilities | 29,123,459 | 28,691,649 | 431,810 | 1.51% |
| Total liabilities | 56,201,256 | 56,302,942 | -101,686 | -0.18% |
| Total equity of owners of parentcompany |
26,469,211 | 25,850,231 | 618,980 | 2.39% |
| Non-controllinginterests | 1,361,903 | 1,599,689 | -237,786 | -14.86% |
| Totalequity | 27,831,114 | 27,449,920 | 381,194 | 1.39% |
| Total liabilities and equity | 84,032,370 | 83,752,862 | 279,508 | 0.33% |
| Changes in percentage of the ratio are analyzed as follows (change of 20%): 1. There has been no significant change in thepast twophases. |
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II. Financial Performance
1. Comparative analysis of financial performance
Unit: NT$ thousands
| Year Item |
2020 |
2019 | Increases (decreases) |
Change ratio% |
|---|---|---|---|---|
| Operatingrevenue- net | 55,421,795 | 59,687,597 | -4,265,802 | -7.15% |
| Operating costs | 51,270,778 | 57,138,479 | -5,867,701 | -10.27% |
| Gross operating profit(loss) | 4,151,017 | 2,549,118 | 1,601,899 | 62.84% |
| Operating expenses | 3,017,931 | 3,444,311 | -426,380 | -12.38% |
| Operating income (loss) - net |
1,133,086 | -895,193 | 2,028,279 | 226.57% |
| Non-operating revenues and expenses |
-550,296 | -1,090,273 | 539,977 | 49.53% |
| Net income (loss) before tax |
582,790 | -1,985,466 | 2,568,256 | 129.35% |
| Income tax expenses (gains) |
65,202 | -285,181 | 350,383 | 122.86% |
| Current netprofit(loss) | 517,588 | -1,700,285 | 2,217,873 | 130.44% |
| Other comprehensive income (net) |
61,475 | -329,270 | 390,745 | 118.67% |
| Total comprehensive income |
579,063 | -2,029,555 | 2,608,618 | 128.53% |
| Analysis of change in ratios: 1. Increase in gross operating profit, operating income, net income before tax and current net profit: Since the beginning of this year, due to the severe global epidemic and the impact of the blockade by various countries, the export orders were at the bottom. However, with the gradual easing of the epidemic and the release of demand from the steel market in mainland China, coupled with the active resumption of construction and the accelerated promotion of public works by various countries, the demand for steel increased, driving steel prices up, and the Company returned to profit-making. 2. Increase in non-operating revenues and expenses: Mainly due to the recording of insurance claim income of $291,160 thousand, the decrease in interest rate of some loans and the favorable exchange rate difference, resulting in the decrease in the finance cost decreased by $169,120 thousand and increase in exchange benefit by $184,149 thousand compared with the previous period. 3. Increase in income tax expense: Mainly due to the increase in the current profits. 4. Increase in other comprehensive income: Mainly due to the increase in unrealized valuation gains on financial assets measured at fair value through other comprehensive income recognized under the equity method compared to the previous period. 5. Increase in total comprehensive income: See 1-4 above. |
-
Increase in gross operating profit, operating income, net income before tax and current net profit: Since the beginning of this year, due to the severe global epidemic and the impact of the blockade by various countries, the export orders were at the bottom. However, with the gradual easing of the epidemic and the release of demand from the steel market in mainland China, coupled with the active resumption of construction and the accelerated promotion of public works by various countries, the demand for steel increased, driving steel prices up, and the Company returned to profit-making.
-
Increase in non-operating revenues and expenses: Mainly due to the recording of insurance claim income of $291,160 thousand, the decrease in interest rate of some loans and the favorable exchange rate difference, resulting in the decrease in the finance cost decreased by $169,120 thousand and increase in exchange benefit by $184,149 thousand compared with the previous period.
-
Increase in other comprehensive income: Mainly due to the increase in unrealized valuation gains on financial assets measured at fair value through other comprehensive income recognized under the equity method compared to the previous period.
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- Explanation of significant changes in gross margin of main products or
departments in the most recent two years
(1) The changes of gross profit in the last two years
Unit: NT$ thousands
| Year | 2019 | 2019 | 2019 | 2020 | 2020 | 2020 | |
|---|---|---|---|---|---|---|---|
| Product Category |
Operating revenue |
Gross operating profit |
Gross Margin Percentage |
Operating revenue |
Gross operating profit |
Gross Margin Percentage |
Change |
| Galvanized steelcoils |
24,633,962 |
942,134 | 3.82% |
23,892,436 | 1,587,022 | 6.64% | 73.68% |
| Pre-painted steelcoils |
15,115,666 |
1,227,606 | 8.12% |
14,845,649 | 1,758,644 | 11.85% | 45.86% |
| Steel pipe | 3,404,323 | 222,293 | 6.53% |
2,212,364 | 50,031 |
2.26% | -65.37% |
| Wire | 6,461,125 | -220,029 | -3.41% |
5,589,791 | -188,959 |
-3.38% | 0.73% |
| Others | 10,072,520 | 377,115 | 3.74% |
8,881,556 | 944,279 |
10.63% | 183.97% |
| Total | 59,687,597 | 2,549,118 | 4.27% |
55,421,795 | 4,151,017 | 7.49% | 75.38% |
Details of main products with 20% change in gross margin between 2019 and 2020: Unit: NT$ thousands/ton
| Year | 2019 | 2020 | |
|---|---|---|---|
| Item | |||
| Galvanized steel coils |
Unit Cost | 21.867 | 19.041 |
| UnitPrice | 22.736 | 20.395 | |
| Sales Volume | 1,083,468 | 1,171,466 | |
| Pre-painted steel coils |
Unit Cost | 27.610 | 24.429 |
| UnitPrice | 30.051 | 27.712 |
|
| Sales Volume | 503,007 | 535,706 | |
| Steel pipe | Unit Cost | 20.782 | 20.267 |
| UnitPrice | 22.234 | 20.736 |
|
| Sales Volume | 153,112 | 106,690 |
|
| Others | Unit Cost | 16.183 | 13.754 |
| UnitPrice | 16.813 | 15.390 | |
| Sales Volume | 599,092 | 577,094 |
Unit: NT$ thousands
| Main Products | Analyzed Items | From 2019 to 2020 |
|---|---|---|
| Galvanized steel coils | I. Analysis ofdifferencesinoperatingrevenue |
|
| (Q'-Q)×P | 2,000,740 | |
| (P'-P)×Q | (2,536,274) | |
| (P'-P)×(Q'-Q) | (205,993) | |
| P'Q'-PQ | (741,527) | |
| II. Analysis ofdifferencesinoperating costs |
||
| (Q'-Q)×P | 1,924,221 | |
| (P'-P)×Q | (3,061,949) |
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| (P'-P)×(Q'-Q) | (248,688) | |
|---|---|---|
| P'Q'-PQ | (1,386,416) | |
| III. Gross profit change | 644,889 | |
| Pre-painted steel coils | I. Analysis of differences in operating revenue |
|
| (Q'-Q)×P | 982,600 | |
| (P'-P)×Q | (1,176,161) | |
| (P'-P)×(Q'-Q) | (76,457) | |
| P'Q'-PQ | (270,018) | |
| II. Analysis ofdifferencesinoperating costs |
||
| (Q'-Q)×P | 902,799 | |
| (P'-P)×Q | (1,599,855) | |
| (P'-P)×(Q'-Q) | (103,999) | |
| P'Q'-PQ | (801,055) | |
| III. Gross profit change | 531,038 | |
| Steel pipe | I. Analysis ofdifferencesinoperatingrevenue |
|
| (Q'-Q)×P | (1,032,156) | |
| (P'-P)×Q | (229,335) | |
| (P'-P)×(Q'-Q) | 69,532 | |
| P'Q'-PQ | (1,191,959) | |
| II. Analysis ofdifferencesinoperating costs |
||
| (Q'-Q)×P | (964,759) | |
| (P'-P)×Q | (78,842) | |
| (P'-P)×(Q'-Q) | 23,904 | |
| P'Q'-PQ | (1,019,697) | |
| III. Gross profit change | (172,262) | |
| Others | I. Analysis ofdifferencesinoperatingrevenue |
|
| (Q'-Q)×P | (369,853) | |
| (P'-P)×Q | (852,411) | |
| (P'-P)×(Q'-Q) | 31,300 | |
| P'Q'-PQ | (1,190,964) | |
| II. Analysis of differences in operating costs |
||
| (Q'-Q)×P | (356,006) | |
| (P'-P)×Q | (1,455,569) | |
| (P'-P)×(Q'-Q) | 53,447 | |
| P'Q'-PQ | (1,758,128) | |
| III. Gross profit change | 567,164 |
Note: P’Q’ : Recent years' unit price, quantity
P Q: Previous year's unit price, quantity
Reasons for difference in price and volume:
I. Galvanized steel coil:
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The unit price of galvanized steel coil products in 2020 is lower than that in 2019, where it has a comparative price disadvantage of NT$741,527 thousand. In terms of cost, with the drop in unit cost in 2020, there is a favorable cost variance of NT$1,386,416 thousand. Because the range of unit price reduced was smaller than that of unit cost decrease, the operating gross profit of galvanized steel coil products in 2020 is increased by NT$644,889 thousand compared with that in 2019.
II. Coated steel coil:
2020 coated steel coil products' unit selling price drops, compared to 2019, generating unfavorable sales price variance of NT$270,018 thousand. In terms of cost, where it has a comparative cost advantage of NT$801,055 thousand in 2020 due to the decrease of unit cost. Because the range of unit price reduced was smaller than that of unit cost decrease, the operating gross profit of coated steel coil products in 2020 is increased by NT$531,038 thousand compared with that in 2019.
3. Steel pipe:
2020 steel pipe products' unit price decreases compared to 2019, generating unfavorable sales price variance of NT$1,191,959 thousand. In terms of cost, where it has a comparative cost advantage of NT$1,019,697 thousand in 2020 due to the decrease of unit cost. Because the range of unit price reduced was larger than that of unit cost decrease, the operating gross profit of steel tube products in 2020 is reduced by NT$172,262 thousand compared with that in 2019.
IV. Others:
2020 other products' unit selling price drops compared to 2019, generating unfavorable sales price variance of NT$1,190,964 thousand. In terms of cost, where it has a comparative cost advantage of NT$1,758,128 thousand in 2020 due to the decrease of unit cost. Because the range of unit price reduced was smaller than that of unit cost decrease, the operating gross profit of other products in 2020 is reduced by NT$567,164 thousand compared with that in 2019.
3. Expected sales volume and basis
2021 Expected Sales Volume
| Main Products | Quantity (tons) |
|---|---|
| Rolled steel coil | 216,220 |
| Galvanized steel coils | 1,430,337 |
| Pre-painted steel coils | 691,894 |
| Steel structure engineering | 29,000 |
| Bridge crane (number) | 48 |
| Wire | 329,000 |
| Stainless steel | 74,650 |
| Steel pipe | 125,700 |
| Others | 139,702 |
With the 2021 production capacity planning by the sales departments of each company in assessing production capacity and sales quantity, the projected 2021 sales volume by main
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products are as follows:
Rolled steel coil: Besides estimated 216,220 tons for sales, the most of the remaining steel coils are put into production.
Galvanized steel coil: Due to the increase in international iron and steel price and increase in steel demand, the estimated sales volume is approximately 1,430,337 tons. Coated steel coil: Due to the increase in international iron and steel price and increase in steel demand, the estimated sales volume is approximately 691,894 tons.
Wire: Due to the increase in international iron and steel price and increase in steel demand, the estimated sales volume is approximately 329,000 tons. Steel Pipes: Due to the increase in international iron and steel price and increase in steel demand, the estimated sales volume is approximately 125,700 tons. Others: Mainly include steel structure, steel plate, stainless steel, scrap and by-products.
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III. Cash Flow:
Analysis of changes in cash flow for the past year, improvement plans for liquidity shortage, and cash liquidity analysis for the next year
- Analysis of changes in 2020 cash flow and improvement plans for liquidity shortage
| Year Item |
2020 |
2019 | Percentage of change |
|---|---|---|---|
| Cash flow ratio | 6.82% | 10.22% | -33.27% |
| Cash flow adequacyratio | 38.11% | 43.90% | -13.19% |
| Cash re-investment ratio | 2.06% | 2.99% | -31.10% |
| Decrease in cash re-investment ratio: This was mainly due to the decrease in net cash flow from operating activities compared to the previous period. |
2020
Unit: NT$ thousands
| Unit: NT$ thousands | Unit: NT$ thousands | ||||
|---|---|---|---|---|---|
| Cash balance at beginning of year |
Net operating cash flow of the year |
Annual cash inflow/outflow |
Cash surplus (inadequacy) |
Remedial measures for cash inadequacy |
|
| Investment plans |
Financial plans |
||||
| 5,023,717 | 1,846,136 | (3,139,071) | 3,730,782 | - | - |
| 1. Analysis of current year's cash flow change: (1) Operating activities: Net cash inflow of NT$1,846,136 thousand due to profit before tax of NT$582,790 thousand and depreciation expense of NT$1,652,369 thousand. (2) Investment activities: Net cash outflow of NT$2,012,488 thousand, mainly due to purchase of property, plant and equipment of NT$4,599,380 thousand, disposal of investment property of NT$1,177,685, decrease in refundable deposits of NT$702,958 thousand, decrease in other financial assets of NT$720,184, resulting in current investment activities generating net cash outflow. (3) Financing activities: The net cash inflow of NT$1,018,238 is a result of the repayment of short-term borrowings of NT$672,439 thousand and repayment of long-term borrowings of NT$498,503 thousand. 2. Remedial measures for cash inadequacy: No cash inadequacies. |
- Cash liquidity analysis for the upcoming year
Unit: NT$ thousands
| Unit: NT$thousands | Unit: NT$thousands | ||||
|---|---|---|---|---|---|
| Cash balance at beginning of year (1) |
Expected net operating cash flow for the year (2) |
Net investment and financing cash flows (3) |
Expected cash surplus (inadequacy) (1)+(2)-(3) |
Remedial measures for projected cash deficit |
|
| Investment plans |
Financing plans |
||||
| 3,730,782 | 3,000,790 | (1,176,236) | 5,555,336 | - | - |
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-
(1) Analysis of next year's cash flow changes:
-
Operating activities: As global iron and steel industry continue to see a stable operating growth, current period's operating activities is expected to generate a net cash inflow.
-
Investment activities: Net cash outflows mainly due to extension and engagement in new constructions
-
Financing activities: Because of the repayment of bank loans, fund-raising activities resulted in net cash outflows.
-
(2) Remedial measures for expected cash inadequacy: None
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IV. Material Capital Expenditures in the Most Recent Fiscal Year and Their Impact on the Company's Financial Affairs: None.
V. Investment Policies for the Most Recent Fiscal Year, the Main Reasons for the Profits or Losses Generated thereby, Improvement Plans, and
Investment Plans for the Coming Year
-
Investment policies for last year:
-
For long-term business development considerations, besides maintaining our market advantage in our core business, carbon steel, and maintain profitability, we also branch into stainless steel domain, increasing diversified income by adopting a diversified investment strategy.
-
Causes of business profit or loss in investments, and countermeasures: (1) Tang Eng Iron Works Co., Ltd.
- Main reason for the loss in 2020:
The first half of 2020 was affected by COVID-19 and the decline in international nickel prices, which aggravated the situation of the stainless steel industry, which was already in a serious imbalance between supply and demand. The contraction of production and sales volume, the loss of idle capacity and the high gross loss all had an adverse impact on the Company's operations. Improvement plans:
The Company will improve the operating performance, and stopping the loss is the first priority. The Company will also actively activate idle assets and create revenue from outside the industry so as to fill the Company's accumulated losses and improve the financial structure of the Company.
- (2) Yieh United Steel Corporation (YUSCO)
Main reason for the loss in 2020:
In recent years, the global stainless steel industry has undergone structural changes, and our major competitors have carried out cross-border resource integration to cost down, so as to improve the competitive advantages. Nickel pig iron is widely used in China, even in Indonesia, where laterite is used to extract nickel and hot steel plants are used to smelt stainless steel, bringing revolutionary development to the industry. The quantity of import stainless steel embryos and hot rolling are on the rise. Because of impacted by the low price products from China and Indonesia, Taiwan's upstream enterprises are facing great competitive pressure. Yieh United Steel Corp. is the leader of domestic stainless steel supplier, and has suffered the most from the competition. The COVID-19 epidemic in 2020 had a huge impact on the global economy. The global automotive, machinery and construction industries were forced to shut down due to the impact of the epidemic, resulting in a drastic reduction in global steel demand and a significant impact on the export of steel products. In addition to the COVID-19 outbreak, the trade dispute and protectionism between the U.S.
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and China continue to dampen the demand and market for steel products, resulting in lower overall profitability for YUSCO.
Improvement plans:
YUSCO has a complete production line, a complete and flexible product portfolio, a professional technical team and the ability to develop and innovate in response to the changes in the stainless steel industry. In response to the changes in the stainless steel industry, YUSCO's future development will focus on the joint planning of nickel mining, ferronickel plant and stainless steel smelting plant in Indonesia with the group's resources, and the mined nickel will provide the raw material for the future ferronickel plant to be built there. In addition, we are actively seeking suitable land in Indonesia for the construction of a ferronickel plant and smelter, which will provide YUSCO with cost-competitive ferronickel, flat steel billets or steel coils upon completion of the construction. The availability of a stable and cost-competitive material source will help YUSCO to have a more flexible and efficient production material mix, which will greatly enhance the market competitiveness of our products.
- Investment plans for next year:
In line with the Company's diversification management policy, the Company will keep investing in stainless steel business and tourism, recreation, and relevant industries.
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VI. Risk Analysis and Review:
-
(I) Impact on the Company's consolidated profit and loss performance due to changes in interest rate, exchange rates, and inflation, as well as the future countermeasures:
-
Impact of interest income and exchange rate changes on the company's profit and loss in 2020:
Unit: NT$ thousands
| Unit: NT$thousands | |||
|---|---|---|---|
| Item | Category | 2020 Amount/ Percentage of Impact |
Future response measures |
| Interest Rate |
Interest income (expense) |
(1,146,553) | In 2020, due to the impact of the COVID-19 epidemic, the central banks of major countries such as the U.S. adopted an accommodative monetary policy, and the central bank of Taiwan also reduced the rediscount rate by 0.25% to 1.125% on March 19, 2020, in order to revitalize the domestic economy and reduce the burden on enterprises, resulting in lower interest expenses for the year compared to the previous year. Although the economic momentum recovered slightly in the fourth quarter, the international interest rate levels of both the U.S. dollar and the Renminbi remained low without inflationary pressure, so interest expense remained within 2.5% of revenue. Looking forward to 2021, interest rates will rise in response to the international economic recovery as the post-epidemic period approaches in the major domestic and international financing markets. The Company will pay close attention to the trend of interest rate in the capital market, and strictly control interest expenditure. |
| Percentage of Revenue (%) |
2.069% |
||
| Exchange rates |
Exchange gain(loss) |
112,947 | Besides adopting natural hedging and FX Swap transactions, the Company also conducts foreign exchange settlement/purchase reconciliation when there is a need to settle or purchase foreign exchange. |
| Percentage of Revenue (%) |
0.204% |
||
| Operating revenue |
55,421,795 |
-
Our products are widely used in the factory buildings, residential door panels and household appliances as intermediate materials, and the product usages will be expanded to vehicle steel plates in the future. We understood that most of our business related to boom and bust cycle, therefore, adding customer service to existing management activities is important for promoting YPS (Yieh phii production services System) business activities and to improve the quality of work, keep zero waste and reduce costs, so as to reduce the impact of inflation on the Company's revenue.
-
(II) The policies to engage in high-risk, high-leverage investments, lending funds to others, endorsements and guarantees, and the transactions of derivative products, the main reasons for profits and losses, and the future countermeasures:
The Company does not engage in high risk and highly leveraged investments. Endorsements and guarantees shall be carried out in accordance with the Company's
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Operating Procedures for Loaning of Funds and Making of Endorsements and Guarantees. Derivative product transactions shall comprise mainly of exchange rate and interest hedging products. Hence, there is no material gain or loss. In the future, the Company will continue to carry out prudent assessment, and avoid investments and transactions with excessive risks.
- (III) Projection of research and development plans and R&D investment expenditures: With the rise in health awareness, consumers not only expect steel materials to comply with environmental protection requirements. In 2008, Yieh PhuiIn developed new products in the direction of reducing the contact between human body and bacteria, and provided antibacterial steel products that can improve the health environment to meet the market demand. At present, Yieh Phui Enterprise's anti-bacteria, healthy eco-friendly steel plate is fully used on the air-conditioning and duct system of National Cheng Kung University's Yun-Suan Sun Green Building Research Center (also known as the Magic School of Green Technologies). The university is the first in the world to have a 100% green building, and is also Taiwan's first zero-carbon emission building. This innovative building with the characteristics of green energy was awarded EEWH's highest Diamond Grade Building Label by the Ministry of the Interior in April 2011. In May 2011, it was again awarded U.S. Green Building Council LEED's highest Platinum Grade Building Label. As of March 2015 and June 2018, Yieh Phui once again developed a nano-grade environmental friendly, fingerprint resistant steel plate and high-effective-nano passivated steel plate which both passed the certification by the Industrial Development Bureau, Ministry of Economic Affairs, and was awarded Nano Label, setting a new milestone in innovative research and development. The high-effective-nano passivated steel plate is especially effective in antibacterial and anti-mildew ability regarding staphylococcus, diphtheria, legionella pneumophila and rhizopus nigricans on the long run. Since August 2018, Taiwan, Hong Kong and Singapore have accumulated orders of up to 4,000 tons in hospitals and public transportation areas such as subway systems, a manifestation of Yieh Phui's continuous efforts to work towards further milestones of excellence. Pertaining to the above, Yieh Phui has continued its current successful research and development model, and cooperates with suppliers of surface treatment and coating materials to develop new products, and integrates with the supply chain's sales system such as dealers or molding plants, to maximize the products' benefits. In 2014, the Company plans to once again cooperate with hot-rolling and cold-rolling suppliers to develop high forming and high tensile strength steel for structural building materials and steel plate for automotive molding. Also, it will develop low cost processing products that conform to Australia's G450 and Japan's STK 700 specifications, and rose metallic paint, wood grain and marble grain coated steel plate, to be used on home appliances or indoor purposes, creating greater added value for the Company. Also, in response to the concept of global village, EU has implemented directives, RoHS and WEEE, in 2006, which emphasize that electronic and electrical appliances are to comply with the requirements of product, environmentally friendly processing and recycle and reuse. It has also received response and attention from governments and industries throughout the world. At that time, as Yieh Phui has completed the
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research and development of eco-friendly products and processes, it received large amount and long-term orders from home appliance brands. In June 2007, the Company obtained the IECQ QC080000 certification to ensure safer and more efficient product quality assurance and management, and to boost customers' confidence in the value of our products.
In the past two years, EU launch another two directives in 2nd phases, in which building materials such as plated and coated products are required to be surface treated without using any chromium or hexavalent chromium, while maintaining their product characteristics; the Company successfully developed its outdoor environmental friendly plated and coated products as early as May 2017, making the application of building materials use can be smoothly replaced with environmentally friendly products, and create good results in sales.
The government is still firm in the development and direction of green energy when implementing the nuclear abolition policy and plans increase the proportion of green enegy in Taiwan to account for 20% of the average annual domestic electricity consumption by 2025 (about 27GW), of which 20GW will be developed by solar systems; The medium solar photovoltaic system must use high-strength corrosion-resistant support to maintain its efficient and durable power generation, so Ye Hui has invested resources since the end of 107 to develop corrosion-resistant steel more suitable for Taiwan’s tropical monsoon and high temperature, high humidity environment. We hope to occupy the earthquake-resistant, highly corrosion-resistant galvanized aluminum-magnesium alloy coated steel products and application of solar photovoltaic system support frame products in 2021.
This year's research and development projects are expected to be completed by 2021 Q4, with an estimated investment amount of around NT$101,600 thousand. Upon successful research and development, it will provide more complete product portfolio of environmental friendly home appliances and building materials. Also, with the promotion and production of high quality and usage products, it would be able to create more profit.
-
(IV) The impact of changes of important domestic and foreign policies and laws on the Company’s finance and business, and the countermeasures: None
-
(V) The impact of changes in technologies and industries on the Company’s finance and business, and the countermeasures:
-
The Company's main products are traditional iron and steel products. With more than 50 years of technological development, our technologies are considerably stable, and we do not see major changes. Hence, technology and industry changes without significant impact on the Company's products.
-
(VI) The impacts of changes of corporate image on the company's crisis management and the countermeasures:
-
In line with the vision of "Becoming world's best iron and steel manufacturing and service enterprise by 2020", the Company set annual targets to be participated and executed by all staffs in a top-down approach. Trainings and counselling are also improved to enhance corporate image.
-
(VII) Expected benefits of mergers and possible risks: None
-
(VIII) Expected benefits and possible risks of plant expansion:
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-
The Company's subsidiary in Mainland China, Yieh Phui (China) Technomaterial Co., Ltd., is expanding its plant in Changshu Economic Development Zone, to achieve an annual capacity of 620,000 tons of galvanized steel roll, and 420,000 tons of color coated steel roll. It is estimated that with the mass production in the future, besides increasing the sale of steel plate for motor cars, it can also provide more comprehensive color steel roll products, thereby increasing revenue. However, there is still a potential threat of demand reduction of iron and steel from worldwide and China due to global economic slowdown.
-
(IX) Risks due to concentrated procurement and sales, and the countermeasures: Besides choosing suppliers that we have long-term cooperation and good relationship with to be our raw materials supplier, we also maintain good relationship with potential suppliers, so as to ensure stable supply of materials, high production yield, and higher advantage over competitors in terms of long-term cost.
-
Our products are sold to countries all over the world, and we engaged the largest local dealers and customers, with the strongest sales capabilities, establishing highly fragmented market. Also, the Company carries products with all sizes, which is beneficial for the Company to cultivate good market transfer ability in the face of constantly changing market.
-
(X) The impact on the Company, and risks arising from major exchange or transfer of shares by directors, supervisors or major shareholders with over 10% of shareholdings, and the countermeasures:
-
The Company's Directors, Supervisor and major shareholders with more than 10% shareholding, pose no risk of significant equity transfer due to their high shareholding and low movement.
-
(XI) The impact to the Company, and risk due to changes in managerial authority, and the countermeasures: None
-
(XII) For any litigious or non-litigious matters, the company and company's Directors, Supervisors, Presidents, person with actual responsibility in the company, and major shareholders holding more than 10% of the company's shares, shall be disclosed. If there has been any substantial impact upon shareholders' equity or prices for the company's securities as a result of any litigation, non-litigious proceeding, or administrative dispute involving the company that was finalized or remained pending during the most recent 2 fiscal years or during the current fiscal year up to the printing date of the annual report, the report shall disclose the facts in dispute, amount in dispute, commencement date, main parties involved, and current status of the case as at the date of printing of the report: None.
-
(XIII) Other material risks and countermeasures: None
-
Risk Description: Internal risk of information security
-
Impact: Leakage of company's confidential information
-
Affected stakeholder: employees and clients Suppliers
Responding methods:
[Implementation of Information Security Policy]
To ensure smooth execution regarding the Company's information assets, information security and various corporate operations, "Information Security Policy" is established and announced by the President on November 15, 2012 for all employees to follow. In addition to
implementing various information security protection and management regulations, it is also compliant with the government's information security-related policies and regulations. The Company has been awarded the certification of "AEO Safety Certification" by the
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Customs Administration, Ministry of Finance which include 14 major items and 220 related items of the universal, regulatory standard of 170 countries around the certification of "AEO Safety Certification" by the Customs Administration, Ministry of Finance in December 2012.
[Information Security Check Measures]
-
Regular information security control operations are conducted annually to audit the status of information security measures for each information safety operation.
-
In line with the internal control self-inspection conducted by the company annually, the company also receives external review and verification for the internal control and inspection of ISO 9001/QC 080000, etc.
[Information Security Management Mechanism]
To formulate various information operation management methods for the safety protection management of the Company's employees and information Department, including the following
-
Corporate Information Security Management Regulations
-
Electronic Media Management Regulations
-
Use of Personal Computer Software
-
Computer Hardware Application Regulations
-
Internet Telephone Communication Management Regulations
-
Standard Operation Standards for Abnormal Information Facilities
-
Standard Setting of Computer Server Room Settings
-
Host Backup Operation Standard
[Information Security Management Measures]
-
For important hardware, network switches, uninterruptible power supply (UPS), and air-conditioning systems, backup systems are established as well as real-time monitoring, alarming for the temperature and humidity of computer centres and fire systems. Data backup structure and initiatives are set up at separate locations.
-
For security threats from external networks, intrusion prevention system (IPS) is established along the DDos protection, as well as the filtering spam e-mails, firewall, illegal software monitoring and web filter management are also in place.
-
The use of firewalls and computer connection networks, Internet access records and e-mail activities are recorded in detail.
-
The key personnel shall be assigned One-Time Password (OTP) APP to the personal mobile phone; each login into the Company's IT system is required with a dynamic password (different every time) generated from the mobile APP.
-
EIP important documents can only be viewed online. When opening important documents, watermarks are generated (Display open date and time, user name, computer IP), keep user records in detail.
-
For restriction and the usage of USB connections to a computer, all copy operations from computer to USB are prohibited. Partial authority is accessible on computers while the process of file-copying shall be recorded in a detail manner.
[Information Security Educational Training]
To cultivate the Company employees' information security risk awareness, the Company regularly hosts digital curriculum and online testing of the Company's employees in the fourth quarter of every year. The results of the Company's employee information security training and online tests to help employees' awareness of the risks of information security and threat to the Company.
-402-
==> picture [228 x 102] intentionally omitted <==
----- Start of picture text -----
企業資訊安全教育訓練人數
1250
1200
1150
1100
2016 年 2017 年 2018 年 2019 年 2020 年
----- End of picture text -----
-
[Risk protection of data facilities]
-
Signing of maintenance contracts: To prevent the risks of damage to the important data facilities, the system is designed to establish a maintenance contract with the system companies. The maintenance contract is signed to maintain the stability of the system and device.
-
Emergency response drills: The emergency response drills for the data centers are scheduled to be held twice every year to prepare data staff with an emergency and urgent solution to a speedy recovery of all related application and services from emergency situations.
-
Data backup and verification: The regular backup and verification of important hardware data are done to ensure that the Company's business is rapidly restored to the operations, and disruption of operations and corporate losses are minimized.
VII. Other Important Issues: None
-403-
Chapter 8 Special Items
I. Information on Affiliated Companies:
-
Overview of affiliated companies:
-
(I) Consolidated Operating Report of Affiliates
-
(1) Organization chart of affiliated companies: as of December 31, 2020
==> picture [1091 x 440] intentionally omitted <==
==> picture [1091 x 147] intentionally omitted <==
-404-
| 2. Basic information of various affiliated businesses Data date: December 31,2020;Unit: NT$thousands(exchange rate for US$:28.48) (exchange rate for RMB: 4.3648) (exchange rate for IDR: 0.0020) |
2. Basic information of various affiliated businesses Data date: December 31,2020;Unit: NT$thousands(exchange rate for US$:28.48) (exchange rate for RMB: 4.3648) (exchange rate for IDR: 0.0020) |
2. Basic information of various affiliated businesses Data date: December 31,2020;Unit: NT$thousands(exchange rate for US$:28.48) (exchange rate for RMB: 4.3648) (exchange rate for IDR: 0.0020) |
2. Basic information of various affiliated businesses Data date: December 31,2020;Unit: NT$thousands(exchange rate for US$:28.48) (exchange rate for RMB: 4.3648) (exchange rate for IDR: 0.0020) |
2. Basic information of various affiliated businesses Data date: December 31,2020;Unit: NT$thousands(exchange rate for US$:28.48) (exchange rate for RMB: 4.3648) (exchange rate for IDR: 0.0020) |
|---|---|---|---|---|
| Company name | Date of Incorporation |
Address | Paid-up capital | Main businesses activities |
| Yieh Phui Enterprise Co., Ltd. | 1978.04.14 | No. 369, Yuliao Road, Qiaotou District, Kaohsiung City | NT$18,905,695 | Galvanized, coated steel coil |
| WORTHING HONOR HOLDINGS LTD. | 1995.07.24 | Tropic Isle Building P.O.BOX 438, Road Town, Tortola B.V.I. |
US$100 | Investments |
| GOODHONOR HOLDINGS LTD. | 1995.12.04 | Tropic Isle Building P.O.BOX 438, Road Town, Tortola B.V.I. |
US$46 | Investments |
| Shin Phui Steel Corporation | 1990.06.25 | 2nd Floor, No.9, Section 1, Xuecheng Road, Dashu District, Kaohsiung City |
NT$239,173 | Trading of steel products |
| Yieh Phui (Hong Kong) Holdings Limited | 2010.06.10 | 20th Floor, Tesbury Centre, 28 Queen's Road, Hong Kong |
US$233,500 | Investments |
| Yieh Phui (China) Technomaterial Co., Ltd. | 2002.01.28 | No.1, Yehui Road, Riverside Industrial Park, Changshu City, Jiangsu Province, China |
RMB$1,689,322 | Galvanized, coated steel coil |
| Gen-Wan Technology Corp | 2000.05.01 | 2nd Floor, No.9, Section 1, Xuecheng Road, Dashu District,Kaohsiung City |
NT$37,852 | Telecommunication subcontract |
| EMMT Systems Corporation | 1988.10.04 | No. 16-1, South 2nd Road, Taichung Export Processing Zone, Tanzi District, Taichung City |
NT$509,906 | Manufacture of military standard printed circuit boards and module boards |
| Groupco Technology Inc. | 2006.09.05 | 1st Floor, No. 100, Shengli 3rd Street, Ganzhe Village, Tanzi Village, Taichung City |
NT$90,050 | Wholesale of telecommunications equipment and electronicmaterials |
| APPLIED WIRELESS IDENTIFICATIONS GROUP,INC. |
1997.07.09 | Gorporation Trust Center, 1209 Orange Street, Wilmington,Delaware, USA |
US$441 | RFID technology product |
| AWID Asia Co., Ltd. | 2008.07.15 | 3rd Floor, No.9, Section 1, Xuecheng Road, Dashu District, Kaohsiung City |
NT$30,300 | Wholesale of telecommunications equipment and |
-405-
| Company name | Date of Incorporation |
Address | Paid-up capital | Main businesses activities |
|---|---|---|---|---|
| electronic materials | ||||
| Awid China Ltd. | 2016.6.28 | No.1, Yehui Road, Riverside Industrial Park, Changshu City, Jiangsu Province, China |
US$300 | Wholesale of telecommunications equipment and electronicmaterials |
| Yieh Hsing Enterprise Co., Ltd. | 1978.07.18 | No. 369, Baomi Road, Baimi Village, Gangshan District, Kaohsiung City |
NT$5,306,516 | Production and sales of steel pipe, steel coil products, wire |
| Great Emperor Hotel CO., LTD. | 2011.11.24 | No. 222, Longdexin Rd., Gushan Dist., Kaohsiung City | NT$4,620,000 | Hotel Industry, etc. |
| Kings Garden International CO., LTD. | 2011.11.24 | No. 115, Dashun 1st Rd., Gushan Dist., Kaohsiung City | NT$4,250,000 | Departmental stores, supermarkets, etc. |
| Shin Yang Steel Co., Ltd. | 2011.02.15 | No.297, Yuliao Road, Qiaotou District, Kaohsiung City | NT$876,960 | Black steel pipe, galvanized steel pipe, EMT steel pipe, rectangular tube, API casing, pipeline, etc. |
| CHAMPION LOGISTIC INC. | 2002.02.08 | Offshore Chambers,P.O.Box 217,Apia,Samoa | US$100 | Investments |
| Tianjin Lianfa Precision Steel Corporation | 2006.07.20 | No.125, Zhongnan 6th Street, West Zone, Tianjin Economic-Technological Development Area |
RMB$143,438 | Steel manufacturing, processing, sale, etc. |
| Changshu Ever Glory Trading Co.,Ltd. | 2014.08.15 | No.1, Yehui Road, Riverside Industrial Park, Changshu City, Jiangsu Province, China |
RMB$10,000 | Wholesale and import and export, etc. of various fabricated metal products |
| Sin Bang Investment & Development Co., Ltd. | 2001.05.10 | 2nd Floor, No.9, Section 1, Xuecheng Road, Dashu District,Kaohsiung City |
NT$212,025 | Investments |
-406-
| Company name | Date of Incorporation |
Address | Paid-up capital | Main businesses activities |
|---|---|---|---|---|
| Hong Yuh Assets Management Co.,Ltd. | 2007.01.10 | 2nd Floor, No.9, Section 1, Xuecheng Road, Dashu District, Kaohsiung City |
NT$1,499,000 | Wholesale and real estate related management consultancy |
| United Brightening Development Corp. | 2002.10.01 | 2nd Floor, No.9, Section 1, Xuecheng Road, Dashu District, Kaohsiung City |
NT$1,579,000 | Technical consultation for steel products manufacturing |
| Kuo Chang Enterprise Co., Ltd. | 2003.07.01 | 2nd Floor, No.9, Section 1, Xuecheng Road, Dashu District,Kaohsiung City |
NT$1,084,108 | Wholesaling of hardware |
| Chao Ying Investment Development Co.,, Ltd. | 2001.05.11 | 2nd Floor, No.9, Section 1, Xuecheng Road, Dashu District,Kaohsiung City |
NT$304,000 | Investments |
| Pt. E-United Ferro Indonesia | 2014.09.16 | Perwata Tower,Lt.2 Suite DEF Jl.Pluit Selatan Raya,Kav.1,Kel.Penjaringan,Kec. Penjaringan,Jakarta Utara 14440 |
US$34,250 | Metal manufacturing industry |
| PT. YIEH FERRO INDONESIA | 2016.3.17 | Perwata Tower,Lt.2 Suite DEF Jl.Pluit Selatan Raya,Kav.1,Kel.Penjaringan,Kec. Penjaringan,Jakarta Utara 14440 |
US$500 | Metal manufacturing industry |
| LIAN SO(H.K)CO., LIMITED | 2015.01.16 | 20th Floor, Tesbury Centre, 28 Queen's Road, Hong Kong |
US$20,700 | Investments |
| Yi Hua International Co., Ltd. | 2015.10.05 | 3rd Floor, No.5, Section 1, Xuecheng Road, Dashu District, Kaohsiung City |
NT$16,700 | Residence and Buildings Lease Construction and Development |
| YIEH PHUI AMERICA, INC. | 2018.03.20 | 18300 Sutter Boulevard Morgan Hill,Ca 95037 | US$- | Steel trading |
| Lian Yang (Hong Kong) Trading Limited | 2018.04.09 | 20th Floor, Tesbury Centre, 28 Queen's Road, Hong Kong |
US$100 | Trading business |
| PT. GENBA INDO RESOURCES | 2006.03.13 | Perwata Tower,Lt.2 Suite DEF Jl.Pluit Selatan Raya,Kav.1,Kel.Penjaringan,Kec. Penjaringan,Jakarta Utara 14440 |
IDR$5,075,000 | Nickle mining |
| Pt. Genba Multi Mineral | 2006.03.13 | Perwata Tower,Lt.2 Suite DEF Jl.Pluit Selatan Raya,Kav.1,Kel.Penjaringan,Kec.Penjaringan,Jakarta |
IDR$199,289,810 | Nickle mining |
-407-
| Company name | Date of Incorporation |
Address | Paid-up capital | Main businesses activities |
|---|---|---|---|---|
| Utara 14440 | ||||
| Pt. Asiamax Mining Indonesia | 2008.05.09 | Jalan Trans Sulawesi, Desa Mohoni,Kecamatan Petasia Timur,Kabupaten Morowali Utara, ProvinsiSulawesi Tengah,94671,Indonesia |
IDR$53,243,700 | Nickle mining |
| Wabo Global Trading Corporation | 2019.10.30 | 3rd Floor, No.5, Section 1, Xuecheng Road, Dashu District,KaohsiungCity |
NT$60,000 | Cosmetics wholesale |
Note: 1. All affiliated companies, regardless of its scale, shall be disclosed.
Note: 2. If the affiliated company has plant, and the sales value of the plant's products exceeds 10% of the controlling company's operating revenue, the plant's name, date of incorporation, address and the main product items manufactured by the plant shall be stated.
Note: 3. If the affiliated company is a foreign company, the company name and address shall be stated in English, the date of incorporation indicated in Gregorian format, and paid-up capital indicated in foreign currency (the exchange rate on the date of report shall be stated).
- (4) Companies presumed to have a relationship of control and subordination according to Article 369-3 of the Company Act: None.
-408-
-
(4) The industries that are covered by the affiliated companies, and their distribution of work if the businesses of affiliated companies are interconnected with others:
-
A. The main operating businesses of all affiliated companies are plated steel products manufacturing, steel products trading, steel products cutting and slitting, manufacture of black steel pipe, galvanized steel pipe, EMT steel pipe, rectangular tube, API casing and pipeline, etc., investment, hotel industry and departmental stores, supermarkets, nickel iron manufacturing, etc.
-
(Base date: December 31, 2020)
| Industry | Name of affiliated company | Business relationship with other affiliated companies |
|---|---|---|
| Investment holding companies |
Yieh Phui(HongKong)HoldingsLimited | Holdingcompanyof Yieh Phui(China) |
| Sin Bang Investment & Development Co., Ltd. |
Investment of Yieh Phui | |
| Chao Ying Investment Development Co.,, Ltd. |
Investment of United Brightening Development Corp. |
|
| HongYuh AssetsManagementCo.,Ltd. | Investment of Yieh Phui | |
| UnitedBrighteningDevelopmentCorp. | Holdingcompanyof Zhaoying | |
| LIANSO(H.K)CO.,LIMITED | Investment of Yieh Phui | |
| Overseas investment companies |
WORTHINGHONOR HOLDINGSLTD. | Investment of Yieh Phui |
| CHAMPION LOGISTICINC. | Investment of Yieh Phui | |
| GOODHONOR HOLDINGS LTD. | Investment of Yieh Phui | |
| Iron and steel industry |
Yieh Phui(China)Technomaterial Co.,Ltd. | Investment of Yieh Phui(HongKong) |
| Shin Phui Steel Corporation | Sale of someproducts of Yieh Phui | |
| Yieh HsingEnterprise Co.,Ltd. | Investment of Yieh Phui | |
| Shin YangSteel Co.,Ltd. | Investment of Yieh Phui | |
| Tianjin Lianfa Precision Steel Corporation | Investment of Yieh Phui(China) | |
| YIEH PHUI AMERICA,INC. | Sale of someproducts of Yieh Phui | |
| Electronics industry |
Gen-Wan Technology Corp | Investment of Yieh Phui |
| EMMTSystems Corporation | InvestmentofGen-Wan Technology | |
| GroupcoTechnologyInc. | Investmentof EMMTSystems Corporation | |
| APPLIED WIRELESS IDENTIFICATIONS GROUP,INC. |
Investment of EMMT Systems Corporation | |
| AWID Asia Co., Ltd. | A reinvestment company of APPLIED WIRELESS IDENTIFICATIONS GROUP,INC. |
|
| Awid ChinaLtd. | Investment of AWID | |
| Hotel industry | GreatEmperor HotelCO.,LTD. | Investment of Yieh Phui |
| Departmental stores, supermarkets,etc. |
Kings Garden InternationalCO.,LTD.. | Investment of Yieh Phui |
| Yi HuaInternationalCo.,Ltd. | Investment of Kingsgarden | |
| Wabo Global Trading Corporation | Investment of Kingsgarden | |
| Trading business | Changshu Changhui TradingLimited | Investment of Yieh Phui(China) |
| Kuo ChangEnterprise Co.,Ltd. | Investment of Yieh Phui | |
| Lian Yang (HongKong)TradingLimited | Investment of Lian So(H.K.) | |
| Metal manufacturing industry |
Pt. E-United Ferro Indonesia | Investment of PT. E-UNITED FERRO INDONESIA |
| PT. YIEH FERRO INDONESIA | Investment of Lian So (H.K.) | |
| Nickle mining | PT. GENBA INDO RESOURCES | Investment of PT. E-UNITED FERRO INDONESIA |
| Pt. Genba Multi Mineral | Invested enterprise of Lian-Shin | |
| Pt. Asiamax Mining Indonesia | Investment of PT. E-UNITED FERRO INDONESIA |
-409-
(5). The names of the directors, supervisors,and presidents of each affiliated enterprises, and the number of shares they hold or the amount of capital they contributed:
Information of affiliated company's Directors, Supervisors and presidents as of December 31, 2020
31, 2020 |
31, 2020 |
|||
|---|---|---|---|---|
| Unit: Shares;% | ||||
| Company name | Title | Name or representative | Shareholding (Note2)(Note 3) | |
| Note (1) | Number of Shares |
Shareholdin g Ratio |
||
| Yieh Phui Enterprise Co., Ltd. |
Chairman | Kuo Chiao Investment & Development Co., Ltd. Representative:I-ShouLin |
61,870,646 | 3.27% |
| Director | Kuo Chiao Investment & Development Co., Ltd. Representative:Ping-YungLiang |
61,870,646 | 3.27% |
|
| Director | Kuo Chiao Investment & Development Co., Ltd. Representative:Lin-Maw Wu |
61,870,646 | 3.27% |
|
| Director | Kuo Chiao Investment & Development Co., Ltd. Representative: Ching-Tsung Huang |
61,870,646 | 3.27% |
|
| Independent Director |
Chin-Shu Sun |
- | - | |
| Independent Director |
Wen-I Chang |
- | - | |
| Independent Director |
Te-Yuan Yang |
- | - | |
| Manager | Lin-Maw Wu | - | - | |
| GOOD HONOR HOLDINGS LTD. |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Pi-Hsian Li |
46,400 | 100.00% |
| WORTHING HONOR HOLDINGSLTD. |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Pi-Hsian Li |
100,000 | 100.00% |
| Yieh Phui (Hong Kong) Holdings Limited |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Pi-Hsian Li |
233,500,000 | 100.00% |
| Shin Phui Steel Corporation |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Yung-Hsien Chen |
23,917,289 | 100.00% |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: I-Shou Lin |
23,917,289 | 100.00% |
|
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Lin-Maw Wu |
23,917,289 | 100.00% |
|
| Supervisor | Yieh Phui Enterprise Co., Ltd. Representative: He-Hsing Lai |
23,917,289 | 100.00% |
|
| Shin Yang Steel Co., Ltd. |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Lin-Maw Wu |
87,696,000 | 100.00% |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: I-Shou Lin |
87,696,000 | 100.00% |
|
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Yung-Hsien Chen |
87,696,000 | 100.00% |
-410-
| Company name | Title | Name or representative | Shareholding (Note2)(Note 3) | Shareholding (Note2)(Note 3) |
|---|---|---|---|---|
| Note (1) | Number of Shares |
Shareholdin gRatio |
||
| Supervisor | Yieh Phui Enterprise Co., Ltd. Representative: Ching-Tsung Huang |
87,696,000 | 100.00% |
|
| Manager | MingChang-Hsin | - | - | |
| Hong Yuh Assets Management Co.,Ltd. |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Lin-Maw Wu |
119,920,000 | 80.00% |
| Director | Yieh United Steel Corporation (YUSCO) Representative:I-ShouLin |
14,990,000 | 10.00% |
|
Director |
Yieh Phui Enterprise Co., Ltd. Representative: Yung-Hsien Chen |
119,920,000 | 80.00% |
|
| Supervisor | Yieh Mau Corporation Representative: Tian-Ji Zhang |
14,990,000 | 10.00% |
|
| Supervisor | Yieh Mau Corporation Representative: Hung-Chih Chang |
14,990,000 | 10.00% |
|
| Pt. E-United Ferro Indonesia |
Chairman | Pi-Hsien Li | - | - |
| Director | Yung-Hsien Chen | - | - | |
| Director | Zhong-Qi Guo | - | - | |
| Director | Lin-Maw Wu | - | - | |
| Director | Cheng-TungLin | - | - | |
| Director | Ming-TongWu | - | - | |
| Supervisor | Chia-ChengLin | - | - | |
| Sin Bang Investment & Development Co., Ltd. |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Yung-Hsien Chen |
21,202,500 | 100.00% |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: I-Shou Lin |
21,202,500 | 100.00% |
|
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Ping-Yung Liang |
21,202,500 | 100.00% |
|
| Supervisor | Yieh Phui Enterprise Co., Ltd. Representative: Tian-Ji Zhang |
21,202,500 | 100.00% |
|
| Yieh Phui (China) Technomaterial Co., Ltd. |
Chairman | Yieh Phui (Hong Kong) Holdings Limited Representative:Lin-Maw Wu |
- | - |
| Director | Yieh Phui (Hong Kong) Holdings Limited Representative:Tian-Ji Zhang |
- | - | |
| Director | Yieh Phui (Hong Kong) Holdings Limited Representative: Yong-Fang Zhang |
- | - | |
| Director | Yieh Phui (Hong Kong) Holdings Limited Representative: Sen-LongChen |
- | - |
-411-
| Company name | Title | Name or representative | Shareholding (Note2)(Note 3) | Shareholding (Note2)(Note 3) |
|---|---|---|---|---|
| Note (1) | Number of Shares |
Shareholdin gRatio |
||
| Director | Yieh Phui (Hong Kong) Holdings Limited Representative: Yung-Hsien Chen |
- | - | |
| Supervisor | Yieh Phui (Hong Kong) Holdings Limited Representative: Ching-Tsung Huang |
- | - | |
| Manager | Yong-FangZhang | - | - | |
| Changshu Changhui Trading Limited |
Chairman | Yieh Phui (China) Technomaterial Co., Ltd. Representative: Yong-Fang Zhang |
- | - |
| Director | Yieh Phui (China) Technomaterial Co., Ltd. Representative:Lin-Maw Wu |
- | - | |
| Director | Yieh Phui (China) Technomaterial Co., Ltd. Representative: Yung-Hsien Chen |
- | - | |
| Supervisor | Yieh Phui (China) Technomaterial Co., Ltd. Representative: Ching-Tsung Huang |
- | - | |
| Tianjin Lianfa Precision Steel Corporation |
Chairman | Yieh Phui (China) Technomaterial Co., Ltd. Representative: Yong-Fang Zhang |
- | - |
| Director | Yieh Phui (China) Technomaterial Co., Ltd. Representative:Lin-Maw Wu |
- | - | |
| Director | Yieh Phui (China) Technomaterial Co., Ltd. representative:Yung-HsienChen |
- | - | |
| Supervisor | Yieh Phui (China) Technomaterial Co., Ltd. Representative: Ching-Tsung Huang |
- | - | |
| Gen-Wan Technology Corp |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Yung-Hsien Chen |
3,292,827 | 86.99% |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Lin-Maw Wu |
3,292,827 | 86.99% |
|
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Tian-Ji Zhang |
3,292,827 | 86.99% |
|
| Supervisor | Wei Chiao Investment & Development Co., Ltd. Representative:He-HsingLai |
23,261 | 0.61% |
|
| EMMT Systems Corporation |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Chen-Wu Chang |
40,032,935 | 78.51% |
-412-
| Company name | Title | Name or representative | Shareholding (Note2)(Note 3) | Shareholding (Note2)(Note 3) |
|---|---|---|---|---|
| Note (1) | Number of Shares |
Shareholdin gRatio |
||
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Lin-Maw Wu |
40,032,935 | 78.51% |
|
| Director | Yieh Phui Enterprise Co., Ltd. Representative: I-Shou Lin |
40,032,935 | 78.51% |
|
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Chia-ChengLin |
40,032,935 | 78.51% |
|
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Yung-Hsien Chen |
40,032,935 | 78.51% |
|
| Supervisor | Gen-Wan Technology Corp Representative: Tian-Ji Zhang |
3,813,554 | 7.48% |
|
| Groupco Technology Inc. |
Chairman | EMMT Systems Corporation Representative: Chen-Wu Chang |
4,500,000 | 49.97% |
| Director | EMMT Systems Corporation Representative: Lin-Maw Wu |
4,500,000 | 49.97% |
|
| Director | EMMT Systems Corporation Representative: Yung-Hsien Chen |
4,500,000 | 49.97% |
|
| Director | Chen Ke-Qin | 530,000 | 5.89% |
|
| Director | EMMT Systems Corporation Representative: Tian-Ji Zhang |
4,500,000 | 49.97% |
|
| Supervisor | Shin Phui Steel Corporation Representative: Ching-Tsung Huang |
3,830,000 | 42.53% |
|
| Supervisor | Shin Phui Steel Corporation Representative: He-Hsing Lai |
3,830,000 | 42.53% |
|
| APPLIED WIRELESS IDENTIFICATIONS GROUP,INC. |
Chairman | EMMT Systems Corporation Representative: Chen-Wu Chang |
40,488,461 | 91.47% |
| Director | EMMT Systems Corporation Representative: Lin-Maw Wu |
40,488,461 | 91.47% |
|
| Director | EMMT Systems Corporation Representative: Ching-Tsung Huang |
40,488,461 | 91.47% |
|
| Director | EMMT Systems Corporation Representative: Yung-Hsien Chen |
40,488,461 | 91.47% |
|
| Director | EMMT Systems Corporation Representative: Yu-Sheng Huang |
40,488,461 | 91.47% |
|
| AWID Asia Co., Ltd. | Chairman | Applied Wireless Identifications Group, Inc. Representative: Chen-Wu Chang |
3,030,000 | 100.00% |
| Director | Applied Wireless Identifications Group, Inc. Representative: Lin-Maw Wu |
3,030,000 | 100.00% |
-413-
| Company name | Title | Name or representative | Shareholding (Note2)(Note 3) | Shareholding (Note2)(Note 3) |
|---|---|---|---|---|
| Note (1) | Number of Shares |
Shareholdin gRatio |
||
| Director | Applied Wireless Identifications Group, Inc. Representative: Yung-Hsien Chen |
3,030,000 | 100.00% |
|
| Supervisor | Applied Wireless Identifications Group, Inc. Representative:Tian-Ji Zhang |
3,030,000 | 100.00% |
|
| CHAMPION LOGISTIC INC. |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Pi-Hsien Li |
89,656 | 89.66% |
| Director | I-Shou Lin | - | - | |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Lin-Maw Wu |
89,656 | 89.66% |
|
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Yung-Hsien Chen |
89,656 | 89.66% |
|
| Yieh Hsing Enterprise Co., Ltd. |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Lin-Maw Wu |
304,654,386 | 57.41% |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Sen-Long Chen |
304,654,386 | 57.41% |
|
| Director | Yieh Phui Enterprise Co., Ltd. Representative: I-Shou Lin |
304,654,386 | 57.41% |
|
| Director | Yieh United Steel Corporation (YUSCO) Representative:Yu-KunSu |
85,717,552 | 16.15% |
|
| Independent Director |
Chin-Shu Sun |
- | - | |
| Independent Director |
Wen-I Chang |
- | - | |
| Independent Director |
Te-Yuan Yang |
- | - | |
| Manager | Sen-LungChen | - | - | |
| Great Emperor Hotel CO., LTD. |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Tian-Ji Zhang |
252,000,000 | 54.55% |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: I-Shou Lin |
252,000,000 | 54.55% |
|
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Lin-Maw Wu |
252,000,000 | 54.55% |
|
| Director | Yieh Hsing Enterprise Co., Ltd. Representative: Tsang-Wai Cheung |
209,950,000 | 45.44% |
|
| Director | Yieh Hsing Enterprise Co., Ltd. Representative: Yung-Hsien Chen |
209,950,000 | 45.44% |
|
| Supervisor | Shin Phui Steel Corporation Representative: Hong-Chi Zhang |
50,000 | 0.01% |
|
| Kings Garden International CO., |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Tian-Ji Zhang |
213,000,000 | 50.12% |
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| Company name LTD.. |
Title | Name or representative | Shareholding (Note2)(Note 3) | Shareholding (Note2)(Note 3) |
|---|---|---|---|---|
| Note (1) | Number of Shares |
Shareholdin gRatio |
||
| Director | Yieh Phui Enterprise Co., Ltd. Representative: I-Shou Lin |
213,000,000 | 50.12% |
|
| Director | Yieh Hsing Enterprise Co., Ltd. Representative: Lin-Maw Wu |
211,950,000 | 49.87% |
|
| Supervisor | Shin Phui Steel Corporation Representative: Hong-Chi Zhang |
50,000 | 0.01% |
|
| Yi Hua International Co., Ltd. |
Chairman | Kings Garden International CO., LTD.. Representative: Chun-Sheng,Lin |
1,169,000 | 70.00% |
| Director | Kings Garden International CO., LTD.. Representative: Yung-Hsien Chen |
1,169,000 | 70.00% |
|
| Director | Jinghua Commercial Asset Management Limited Representative: Chun-WanWang |
501,000 | 30.00% |
|
| Supervisor | Ching-ShengYu | - | - | |
| Kuo Chang Enterprise Co., Ltd. |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Yung-Hsien Chen |
107,370,104 | 99.04% |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: I-Shou Lin |
107,370,104 | 99.04% |
|
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Lin-Maw Wu |
107,370,104 | 99.04% |
|
| Supervisor | Shin Yang Investment & Development Co., Ltd. Representative: Hung-Chih Chang |
1,040,744 | 0.96% |
|
| United Brightening Development Corp. |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Yung-Hsien Chen |
150,893,035 | 95.56% |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: I-Shou Lin |
150,893,035 | 95.56% |
|
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Lin-Maw Wu |
150,893,035 | 95.56% |
|
| Supervisor | Xinyang Investment Development Co., Ltd. Representative: Hung-Chih Chang |
7,006,965 | 4.44% |
|
| Chao Ying Investment Development Co.,, Ltd. |
Chairman | United Brightening Development Corp. Representative:Lin-Maw Wu |
30,400,000 |
100.00% |
| Director | United Brightening Development Corp. Representative:I-ShouLin |
30,400,000 |
100.00% |
|
| Director | United Brightening Development Corp. Representative: Tian-Ji Zhang |
30,400,000 |
100.00% |
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| Company name | Title | Name or representative | Shareholding (Note2)(Note 3) | Shareholding (Note2)(Note 3) |
|---|---|---|---|---|
| Note (1) | Number of Shares |
Shareholdin gRatio |
||
| Supervisor | United Brightening Development Corp. Representative: Ching-Tsung Huang |
30,400,000 |
100.00% |
|
| LIAN SO(H.K)CO., LIMITED |
Chairman | Pi-Hsien Li | - | - |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Lin-Maw Wu |
16,560,000 | 80.00% |
|
| Director | Yieh United Steel Corporation (YUSCO) Representative:Yu-KunSu |
2,070,000 | 10.00% |
|
| Director | Yieh Mau Corporation Representative: Tian-Ji Zhang |
2,070,000 | 10.00% |
|
| Awid China Ltd. | Chairman | AWID Asia Co., Ltd. Representative: Lin-Maw Wu |
- | - |
| Director | AWID Asia Co., Ltd. Representative: Ching-Tsung Huang |
- | - | |
| Director | AWID Asia Co., Ltd. Representative: Yung-Hsien Chen |
- | - | |
| Supervisor | AWID Asia Co., Ltd. Representative: Tian-Ji Zhang |
- | - | |
| PT. YIEH FERRO INDONESIA |
Chairman | Pi-Hsien Li | - | - |
| Director | Lin-Maw Wu | - | - | |
| Director | Zhong-Qi Guo | - | - | |
| Director | Cheng-TungLin | - | - | |
| Director | Ming-TongWu | - | - | |
| Director | Yung-Hsien Chen | - | - | |
| Supervisor | Chia-ChengLin | - | - | |
| PT. GENBA INDO RESOURCES |
Chairman | Lin-Maw Wu | - | - |
| Director | Chia-ChengLin | - | - | |
| Director | Achmad Kurniadi | - | - | |
| Director | Cheng-TungLin | - | - | |
| Supervisor | Yung-Hsien Chen | - | - | |
| Pt. Genba Multi Mineral |
Chairman | Lin-Maw Wu | - | - |
| Director | Chia-ChengLin | - | - | |
| Director | Achmad Kurniadi | - | - | |
| Director | Cheng-TungLin | - | - | |
| Supervisor | Yung-Hsien Chen | - | - | |
| YIEH PHUI AMERICA, INC. |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Lin-Maw Wu |
1,000 | 100.00% |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Pi-Hsian Li |
1,000 | 100.00% |
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| Company name | Title | Name or representative | Shareholding (Note2)(Note 3) | Shareholding (Note2)(Note 3) |
|---|---|---|---|---|
| Note (1) | Number of Shares |
Shareholdin gRatio |
||
| Manager | Yieh Phui Enterprise Co., Ltd. Representative: Yung-Hsien Chen |
1,000 | 100.00% |
|
| Lian Yang (Hong Kong) Trading Limited |
Chairman | LIAN SO(H.K)CO., LIMITED Representative: Pi-Hsian Li |
100,000 | 100.00% |
| Pt. Asiamax Mining Indonesia |
Chairman | Yung-Hsien Chen | - | - |
| Director | Wei-Min Chen | - | - | |
| Director | Cheng-TungLin | - | - | |
| Supervisor | Chia-ChengLin | - | - | |
| Wabo Global Trading Corporation |
Chairman | Kings Garden International CO., LTD.. Representative: Chun-Sheng,Lin |
6,000,000 | 100.00% |
Director |
Kings Garden International CO., LTD.. Representative:I-ShouLin |
6,000,000 | 100.00% |
|
Director |
Kings Garden International CO., LTD.. Representative: Yung-Hsien Chen |
6,000,000 | 100.00% |
|
| Supervisor | Kings Garden International CO., LTD.. Representative: Tian-Ji Zhang |
6,000,000 | 100.00% |
Note 1: If the affiliated company is a foreign company, list the personnel holding equivalent positions.
Note 2: If the invested company is a company limited by shares, fill in the number of shares and proportion of shareholding. For others, fill in the investment amount and indicate the proportion of contribution.
- Note 3: If the director or supervisor is a legal person, the related information of the representatives shall be disclosed.
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6. Operational overview of related companies:
| Data date: December 31, 2020 Unit: NT$thousands |
Data date: December 31, 2020 Unit: NT$thousands |
Data date: December 31, 2020 Unit: NT$thousands |
Data date: December 31, 2020 Unit: NT$thousands |
Data date: December 31, 2020 Unit: NT$thousands |
Data date: December 31, 2020 Unit: NT$thousands |
Data date: December 31, 2020 Unit: NT$thousands |
Data date: December 31, 2020 Unit: NT$thousands |
|
|---|---|---|---|---|---|---|---|---|
| Company name | Capital | Total assets | Total liabilities |
Net value | Operating revenue |
Operating income |
Current profit and loss (after tax) |
Earnings per share (NT$) (after tax) |
| Yieh Phui Enterprise Co.,Ltd. | 18,905,695 | 45,765,476 |
19,296,264 |
26,469,212 |
20,936,209 |
368,368 |
735,238 |
0.39 |
| WORTHINGHONOR HOLDINGSLTD. | 2,848 | 2,629 |
- |
2,629 | - |
- | 3 | - |
| GOODHONOR HOLDINGSLTD. | 1,321 | 3,901 |
- |
3,901 | - |
(1) | 30 | - |
| Shin PhuiSteelCorporation | 239,173 | 345,270 |
94,832 |
250,438 |
237,105 |
6,594 |
5,272 |
0.21 |
| Gen-Wan Technology Corp | 37,852 | 51,261 |
93 |
51,168 |
- |
(161) | 9,656 | 2.55 |
| Yieh Phui (China) Technomaterial Co., Ltd. |
7,373,554 | 24,029,110 |
14,473,678 |
9,555,432 |
26,087,128 |
1,249,836 |
988,899 |
- |
| Changshu Changhui TradingLimited | 43,648 | 46,337 |
29 |
46,307 |
- |
(129) | 490 | - |
| EMMTSystems Corporation | 509,906 | 769,841 |
95,656 |
674,185 |
439,017 |
91,053 |
131,458 |
2.58 |
| GroupcoTechnologyInc. | 90,050 | 10,378 |
1,130 |
9,248 |
5,068 |
(2) |
50 | 0.01 |
| APPLIED WIRELESS IDENTIFICATIONS GROUP,INC. |
12,570 | 277,353 |
46,419 |
230,933 |
211,330 |
24,882 |
27,841 |
- |
| AWID AsiaCo.,Ltd. | 30,300 | 22,646 |
3,602 |
19,044 |
22,912 |
1,782 |
1,058 |
0.35 |
| Awid ChinaLtd. | 8,707 | 2,819 |
66 |
2,753 |
2,323 |
(752) |
(800) | - |
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| Company name | Capital | Total assets | Total liabilities |
Net value | Operating revenue |
Operating income |
Current profit and loss (after tax) |
Earnings per share (NT$) (after tax) |
|---|---|---|---|---|---|---|---|---|
| Yieh HsingEnterprise Co.,Ltd. | 5,306,516 | 12,939,217 |
5,514,657 |
7,424,560 |
5,589,791 |
(321,837) |
(470,091) | (0.89) |
| Great Emperor HotelCO.,LTD. | 4,620,000 | 12,292,537 |
7,724,000 |
4,568,538 |
5,602 |
(42,894) |
(42,689) | (0.11) |
| Kings Garden InternationalCO.,LTD.. | 4,250,000 | 11,316,264 |
6,941,069 |
4,375,195 |
- |
(39,728) | (37,389) | (0.09) |
| Yi Hua InternationalCo.,Ltd. | 16,700 | 29,779 |
6,779 |
23,000 |
16,006 |
6,877 |
5,502 |
3.29 |
| Wabo Global Trading Corporation | 60,000 | 60,242 |
3,607 |
56,634 |
- |
(2,571) | (2,551) | (0.43) |
| Shin Yang SteelCo.,Ltd. | 876,960 | 2,138,892 |
1,305,707 |
833,185 |
2,212,364 |
(78,437) |
(84,845) | (0.97) |
| HongYuh AssetsManagementCo.,Ltd. | 1,499,000 | 564,897 |
32,291 |
532,606 |
- |
(34,266) | (118,128) | (1.03) |
| Sin Bang Investment & Development Co., Ltd. |
212,025 | 233,029 |
74 |
232,955 |
- |
(234) | (13,968) | (0.68) |
| Tianjin Lianfa PrecisionSteelCorporation | 626,081 |
443,778 |
579,696 |
(135,918) |
1,427,444 | (12,335) |
384 | - |
| Yieh Phui(HongKong)HoldingsLimited | 6,650,080 | 11,847,618 |
2,345,584 |
9,502,034 |
215,565 |
(8,653) |
958,220 | - |
| CHAMPIONLOGISTICINC. | 2,848 | 5,382 |
60 |
5,322 |
- |
(161) | 2,537 | - |
| UnitedBrighteningDevelopmentCorp. | 1,579,000 | 1,791,150 |
719,965 |
1,071,185 |
- |
(273) | (130,697) | (0.83) |
| Chao Ying Investment Development Co.,, Ltd. |
304,000 | 261,198 |
66 |
261,132 |
- |
(164) | (17,077) | (0.56) |
| Kuo ChangEnterprise Co.,Ltd. | 1,084,108 | 1,104,220 |
317,591 |
786,629 |
- |
(460) | (87,756) | (0.83) |
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| Company name | Capital | Total assets | Total liabilities |
Net value | Operating revenue |
Operating income |
Current profit and loss (after tax) |
Earnings per share (NT$) (after tax) |
|---|---|---|---|---|---|---|---|---|
| LIAN SO(H.K)CO.,LIMITED | 589,536 | 362,009 |
742 |
361,267 |
- |
(4,202) | (51,082) | - |
| YIEH PHUI AMERICA,INC. | - | 485,312 | 419,157 |
66,156 |
24,972 |
22,570 |
16,125 |
- |
| Lian Yang (HongKong)TradingLimited | 2,848 | 13,293 |
30 |
13,263 |
- |
(1,008) | (991) | - |
| Pt.E-UnitedFerroIndonesia | 781,174 | 696,301 |
10,260 |
686,040 |
- |
(22,226) | (84,766) | - |
| PT.YIEH FERROINDONESIA | 13,169 | 4,521 |
160 |
4,362 |
- |
(1,933) | (1,926) | - |
| PT. GENBA INDORESOURCES | 10,150 | 28,794 |
2,901 |
25,893 |
- |
(5,766) | (5,371) | - |
| Pt. Genba Multi Mineral | 398,580 | 114,926 |
8,650 |
106,276 |
- |
(45,498) | (42,105) | - |
| Pt.Asiamax MiningIndonesia | 106,487 | 49,658 |
1,321 |
48,337 |
9,493 |
(24,357) |
(22,429) | - |
(II) Consolidated financial statements of affiliated companies: refer to page 151 for details. (III) Affiliation report: none.
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II. Private Placement of Marketable Securities: None
III. Holding or Disposal of the Company's Shares by Subsidiaries: None
IV. Supplementary Agenda: None.
-421-
Chapter 9 Events Which Have Material Impact on Shareholders' Equity or the Company’s Securities as Prescribed in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act, Have Occurred from the Most Recent Year to the Printing Date of This Report: None
-422-
Company seal: Yieh Phui Enterprise Co., Ltd.
Company representative: I-Shou Lin