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YP — Annual Report 2022
Jul 3, 2023
51950_rns_2023-07-03_9d98fa37-b617-412b-b793-b2c40fcfa788.pdf
Annual Report
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Stock Code: 2023
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ANNUAL REPORT 2022
Information declaration: http://sii.twse.com.tw Open information website: http://mops.twse.com.tw Corporate Website: https:// www.yiehphui.com.tw
Date of Publication: April 30, 2023
I. Names, Titles and Contact Information of the Company's Spokesperson and Deputy Spokesperson:
Spokesperson: Wen-Chung Tien Title: Assistant Vice President Tel: (07) 611-7181 Email: [email protected] Deputy Spokesperson: Mou-Lieh Huang 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.297, 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., 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: Ling-Wen Huang, Shu-Man Tsai 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 | |
|---|---|
| Chapter 1 | **Letter to Shareholders……………………………………………….…...1 ** |
| Chapter 2 | Company Profile……………………………………………………..…...9 |
| I. | Date of Incorporation……………………………………….………………………9 |
| II. | Company History……………………………………………………..…..….……. 9 |
| Chapter 3 | Corporate Governance Report…………………………………….…....11 |
| I. | Organization………………………………………………………….……...11 |
| II. | Information on the Directors, President, Vice President, Associate Managers |
| and Heads of Departments and Branch Offices………………………………..14 | |
| III. | Compensations to Directors, President and Vice Presidents…………....….…....41 |
| IV. | Implementation of Corporate Governance…………………………….….…....49 |
| V. | Information on CPA Expenses……………………………..………….……..103 |
| VI. | Information on Replacement of CPAs…………….………………………… 103 |
| 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…….…103 | |
| VIII. Transfer or Pledge of Equity by the Company's Directors, Executive Officers and | |
| Shareholders with more than 10% of the Company's Shares…….……….…..….104 | |
| IX. | Information on the Top 10 Shareholders of the Company Who Are Identified as |
| Related Parties, Spouse or Relative within Second-Degree of Kinship………….107 | |
| X. | Number of Shares invested by the Company, any of the Company’s Directors, |
| Supervisors, Executive Officers and Businesses directly or indirectly controlled | |
| by the Company, and Consolidated Percentage of Shareholding….…………....113 | |
| Chapter 4 | Funding Status……………………………….…………..……..…..…..115 |
| I. | Capital and Shares……………………………….………..…………..…….115 |
| (I) Source of Capital………………….…..…………..…………..…….115 |
|
| (II) Structure of Shareholders……………….………..…….………...….118 |
|
| (III) Share Distribution………………….…………….………….…...….118 |
|
| (IV) List of Major Shareholders……….……………….…………..….….119 |
|
| (V) Information on Market Price, Net Worth, Surplus and Dividend per |
|
| Share for the Most Recent Two Years….……………………………..120 | |
| (VI) Dividend Policy and Implementation Status………………….…...….121 |
|
| (VII) Impact on Business Performance and Earnings Per Share (EPS) of any |
|
| Stock Dividend Distribution Proposed or Adopted at the Most Recent | |
| Shareholders’ Meeting…………………………………………...….122 | |
| (VIII) Compensation to Employees and Directors…………….…….…...….122 |
|
| (IX) Repurchase of Shares by the Company…………………..….…....….124 |
|
| II. | Issuance of Corporate Bonds………………………………..……….…..….124 |
| III. | Issuance of Preferred Shares…………………………………….............….124 |
| IV. | Issuance of Global Depository Receipts………………………….……....….124 |
| V. | Employee Stock Options…………………………………………….......….........124 |
| VI. | Issuance of Employee Stock Options………………………….…....….........124 |
| VII. | Issuance of New Shares in Connection with Mergers and Acquisitions…….….124 |
| VIII. Implementation of Capital Utilization Plan…………………….………....….124 | |
| Chapter 5 | Operational Overview……………………………………..….…..…...125 |
| I. | Business Content…………………………………………………..…...…..125 |
| (I) Scope of Business…………………………………….……….........125 |
|
| (II) Industry Overview………………………………………...…..........128 |
|
| (III) Technology and R&D Overview……………………….………..…..130 |
|
| (IV) Short- and Long-Term Business Development Plans……….....….…..131 |
|
| II. | Market, Production and Sales Overview………………………..….….…….132 |
| (I) Market Analysis…………………………………………….…………….132 | |
| (II) Applications and Manufacturing Processes of Main Products……...........….135 | |
| (III) Supply of the Main Raw Materials…………………………...…...….…..137 |
| (IV) Information of Customers that Contribute More Than 10% of Total | |
|---|---|
| Purchases/Sales in the Most Recent Two Years…………….......………...….138 | |
| (V) Production Volume and Value of the Most Recent Two Years.......………….140 | |
| (VI) Sales Volume and Value of the Most Recent Two Years.......………..…….140 | |
| III. | Employee Information.......…………………………………………….......141 |
| IV. | Environmental Protection Expenditure…………………………….….....….142 |
| V. | Labor-management Relations…………………………………………...….144 |
| VI | Cyber security management………………………………………………..……149 |
| VII. Important Contracts…………………………………….…….……..……..154 | |
| Chapter 6 | Financial Conditions…………………………….…….…..…........….154 |
| I. | Condensed Balance Sheet and Consolidated Income Statement for the Most |
| Recent Five Years…………………………….………………….…...…...154 | |
| II. | Financial Analysis for the Most Recent Five Years……………………..……158 |
| III. | The Audit Committee's Audit Report of the Most Recent Fiscal Year….….….164 |
| IV. | The Most Recent Fiscal Year's Consolidated Financial Statements of the Parent |
| Company and Its Subsidiaries Audited and Attested by the CPAs.……..….….165 | |
| V. | Parent Company Only Financial Statement for the Most Recent Fiscal |
| Year……………………………………………………………..…….….165 | |
| VI. | Impact on the Company's Financial Status due to Financial Difficulties |
| Experienced by the Company and Its Affiliates…………………………..….165 | |
| Chapter 7 | Review and Analysis of the Company's Financial Position and |
| Financial Performance, and Listing of Risks ………………………166 | |
| I. | Financial Status………………………………………………….………...166 |
| II. | Financial Performance………………………………….……………...…..166 |
| III. | Cash Flow…………………………………………………………………170 |
| IV. | Major Capital Expenditures in the Most Recent Fiscal Year and Their Impact |
| on the Company's Financial Affairs………………………………….…..….171 | |
| 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………………………………………………...….…..171 | |
| VI. | Risk Analysis and Assessment…………………………………………..…172 |
| VII. Other Important Matters…………………………………………..…….…175 | |
| Chapter 8 | Special Items…………………………………………………..…...….176 |
| I. | Information on Affiliated Companies………………………………...…….176 |
| II. | Private Placement of Marketable Securities………………………......…….191 |
| III. | Holding or Disposal of Company's Shares by Subsidiaries…………….....…191 |
| IV. | Other Supplementary Information…………………………….……….…..191 |
| 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, and Have | |
| Occurred from the Most Recent Year to the Printing Date of This | |
| Report…………………………...……………………………..….….191 |
Chapter 1 Letter to Shareholders To Stockholders:
The pandemic has come to an end in 2023 and inflation has been dealt with by rate increases in Europe and the US. The negative impact of the war between Ukraine and Russia has slowed down. The opening of China and stimulus policy will bring strong demand as companies intend to replenish their inventory. IMF has increased the global economic growth from 2.7% to 2.9% and that of China be 5.2% from 4.4% last year. The case of the US will be from 0.2% to 0.7%. The majority of the countries will be in positive territory.
The supply of steel has been affect by inflation last year. Worldsteel estimated 1.879 billion tons of steel 80 million tons less than 1.958 billion tons in 2021. The prospect is positive this year. In 2022 October Worldsteel predicted that this year will be 1.815 billion tons, a growth of 1%. The mismatch of supply/demand will improve and the worst part is gone.
In 2018 China had reduced 150 million tons steel capacity as designated in thirteenth five-year plan. Last year the steel production was down to 101.3 million tons and the export was 67 million tons, showing that its steel industry is still under reform and the impact of its export decreases. After locking down, the housing, car and infrastructure markets will be strengthened, increasing the demand for steel further.
The most recent prediction by IMF shows that the growth for China is 5.2%, making the share of the global economic growth to that before the pandemic. Though Europe and the US has adopted contractionary policies, the US performed much better in the third and fourth 2022 with no significant cut in consumption. The EU has cut its reliance on energy and the drop in its price, showing the inflation could have peaked. The contraction in the economy could be shallow and limited, avoiding deep recession. The economic growth of China, the US, Europe all turn positive. The prospect of Taiwan will be 2.75%, according to the statistics of Directorate-General of Budget, Accounting and statistics, Executive Yuan.
For 2023 the world will be able to get away from Covid-19, but the inflation and geopolitical issues like Russia-Ukraine war and uncertainty of natural disasters will aggravate the uncertainty of the world economy. Yieh Phui’s action of daring to change, flexibility, innovation to promote dynamic competitiveness will be able to maintain nimbleness and robustness to find the best solution and to create value for a new era.
1. The Operation of 2022
Comparing 2022 with 2021 the sale volume of Yieh Phui decreased 15.25% and that of revenue decreased NT$3.241 billion (-8.81%). Yieh Phui (China)’s sales volume decreased 12.81% compared to the previous year and the decreased in revenue is NT$8.358 billion (-20.64%). The sales volume of Yieh Hsing decreased 9.80% compared to the previous year and the decreased in revenue is NT$0.190 billion (-2.71%). Overall, the consolidated revenue is NT$83.676 billion, a decreased of 7.07% compared to the previous year of NT$90.047 billion. The consolidated net income after tax is NT$0.522 billion, a reduction of 4.698 billion of the previous year, of which NT$0.810 billion is for the mother company, comparing with the previous year of net profit after tax NT$5.203 billion. a reduction of 4.393. billion.
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1.The Performance of Business Plan :
Consolidated Information of Financial Statements Unit NT$ in (000)
| Year Item |
2022 |
2021 | Changes | Changes% |
|---|---|---|---|---|
| Operaiton Revenue | 83,675,863 | 90,046,653 |
-6,370,790 |
-7.07% |
| Operaiton Costs | 74,531,778 | 79,145,500 |
-4,613,722 |
-5.83% |
| Operaiton Gross Profit(Loss) |
9,144,085 | 10,901,153 |
-1,757,068 |
-16.12% |
| Operaiton Expenses | 6,839,551 | 5,867,685 |
971,866 |
16.56% |
| Operaiton Net Profit(Loss) |
2,304,534 | 5,033,468 |
-2,728,934 |
-54.22% |
| Non-operation Revenue and Expenses |
-1,261,669 | 1,282,880 |
-2,544,549 |
-198.35% |
| Net Profit (Loss) before Tax |
1,042,865 | 6,316,348 |
-5,273,483 |
-83.49% |
| Income Tax Expenses | 520,760 | 1,095,895 |
-575,135 |
-52.48% |
| Net Profit (Loss) after Tax | 522,105 |
5,220,453 |
-4,698,348 |
-90.00% |
| Other Comprehensive Income (net) |
379,091 | -165,741 |
544,832 |
-328.72% |
| Total Amount of Comprehensive Income in this Term |
901,196 | 5,054,712 |
-4,153,516 |
-82.17% |
| Net Profit that Belongs to the Owner of the Parent Company |
809,507 | 5,202,838 |
-4,393,331 |
-84.44% |
| Net Profit that Belongs to the Non-controlling equity |
-287,402 |
17,615 |
-305,017 |
-1731.58% |
| Total Amount of Comprehensive Income that Belongs to the Owner of the Parent Company |
1,172,642 | 5,041,747 |
-3,869,105 |
-76.74% |
| Total Amount of Comprehensive Income that Belongs to the Non- controllingequity |
-271,446 | 12,965 |
-284,411 |
-2193.68% |
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Financial Information of Company
| Year Item |
2022 |
2021 |
Changes |
Changes% |
|---|---|---|---|---|
| Operaiton Revenue | 33,544,528 | 36,785,446 |
-3,240,918 |
-8.81% |
| Operaiton Costs | 29,703,362 | 31,340,778 |
-1,637,416 |
-5.22% |
| Operaiton Gross Profit(Loss) |
3,841,166 | 5,444,668 |
-1,603,502 |
-29.45% |
| Operaiton Expenses | 2,017,685 | 1,825,686 |
191,999 |
10.52% |
| Operaiton Net Profit(Loss) |
1,823,481 | 3,618,982 |
-1,795,501 |
-49.61% |
| Non-operation Revenue and Expenses |
-700,839 | 2,680,489 |
-3,381,328 |
-126.15% |
| Net Profit (Loss) before Tax |
1,122,642 | 6,299,471 |
-5,176,829 |
-82.18% |
| Income Tax Expenses |
313,135 | 1,096,633 |
-783,498 |
-71.45% |
| Net Profit (Loss) after Tax |
809,507 | 5,202,838 |
-4,393,331 |
-84.44% |
-
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 2022.
-
Analysis of the Revenue/Expenditure and Profitability:
Consolidated Financial Report Information
| Item | 2022 | 202 1 |
|---|---|---|
| Net cash inflow of operation activities (thousand dollars) |
1,893,901 | 4,088,100 |
| Equity/Assets (%) | 35.20 | 34.58 |
| Liabilities/Assets (%) | 64.80 | 65.42 |
| Long-term Funds accounting for the ratio of real estates, plants and equipments (%) |
147.94 | 140.18 |
| Current ratio(%) | 108.58 | 98.02 |
| Quick ratio(%) | 59.58 | 41.11 |
| Return on assets(%) | 1.99 | 7.04 |
| Return on equity (%) | 1.59 | 17.19 |
| Netprofit margin(%) | 0.62 | 5.80 |
| Earningsper share(dollar) | 0.41 | 2.62 |
| Number of shares by the end of the year (share) |
1,985,097,994 | 1,890,569,518 |
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Financial Information of Company
| Financial Information of Company | ||
|---|---|---|
| Item | 2022 | 2021 |
| Net cash inflow of operation activities (thousand dollars) |
2,798,163 | 1,920,658 |
| Equity/Assets (%) | 62.25 | 59.05 |
| Liabilities/Assets (%) | 37.75 | 40.95 |
| Long-term Funds accounting for the ratio of real estates, plants and equipments (%) |
606.89 | 574.00 |
| Current ratio(%) | 105.15 | 91.72 |
| Quick ratio(%) | 59.89 | 23.40 |
| Return on assets(%) | 2.13 | 11.06 |
| Return on equity (%) | 2.57 | 17.95 |
| Netprofit margin(%) | 2.41 | 14.14 |
| Earningsper share(dollar) | 0.41 | 2.62 |
| Number of shares by the end of the year (share) |
1,985,097,994 | 1,890,569,518 |
4.Research and Development
To cope with the impact of green energy, many companies have joined he Climate Group and RE100 (Renewable Energy) advocated by Carbon Disclosure Project (CDP).Such actions increase the demand for RE. The government emphasizes RE as a national focus. On December 28, 2022 National Development Council held a meeting on the transitional goal and action of Taiwan 2050 net zero. To achieve net carbon emission in 2050, there is a 12-item critical strategic action plan, including installing solar power capacity to 31 GW in 2030 (till 2020 the accumulated volume is 9.427 GW). Increasing RE to 60-70% with solar power to 40-80 GW or 70% of RE. As such, the demand for the steel frames of solar panel will increase. The estimated demand for steel will be around 300,000 tons for steel for the ground type of solar power generation.
Since the quality of steel frame varies a lot, to cooperate with the government’s policy on RE, Yieh Phui has offered numerous products to satisfy such needs for the demand. In 2021 Yieh Phui produced Hot-Dip 5%Al-Mg-Zn coated & prepainted 5%Al-Zn coated steel coils (Phuizer SolarKing ) for forming of solar panel brackets Prepainted steel coils (Phuizer SolarKing ) to offer local products for solar power generation with timely service of a wide selection of high-strength, high-corrosion-resistant steel. The accumulated sale has reached 180,000 tons, winning wide acclamation by international enterprises and power generators, leading in the market.
1. Major development of products and achievement:
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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
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2019 Yieh Phui introduced PVF liquid coated and laminated products in 2019, highly anti-corrosion, anti-climate and easy to process in high end construction market.
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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, with accumulated sale of 70,000 tons.
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2021 Developing Phuizer SolarKing Al-Mg-Zn prepainted steel sheets fitting particularly for C5 and CX caustic conditions and highly efficient anti-virus prepainted steel
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sheets, able to suppress N3H2 and Feline Calicivirus (FCV) has been used in building hospitals, offering advanced, eco-friendly and safe prepainted steel sheets, applicable in medicine and food highly hygienic environment.
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2022 With the help of Industrial Technology Research Institute, step by step getting an organization on carbon survey and carbon footprint of products to conform to CBAM and CCA regulations. Also, with upstream electric furnace steel making to increase scrap steel recycling ratio to reduce carbon footprint and carbon tax to enhance profitability. In 2022 the production of low carbon steel is over 15,000 tons. Assisting BSMI on setting CNS 16166 “hot-dip Zn-Al-Mg alloy steel sheet and coil” standard and posted on August 8, 2022. Yieh Phui Zn-Al-Mg steel sheetsPhuzerMax conform to this CNS regulation and can be used for all sorts of rigorous environment with domestic/foreign order over 30,000 tons in 2022.
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R&D of Production Process (Development of Blue Sea Market)
Yieh Phui has been consistent in active and prompt in R&D and cooperated with surface treatment and paint suppliers in developing multi-combination and multiefficacy new products. Outdoor eco-friendly coated steel products have been developed and completed a supply chain of dealers coupled with formers, seamless satisfying the demand of the market. Yieh Phui has successfully developed ecofriendly surface treatment replacing oil to deal with the defensive tariff of EU. The sale has reached 140,000 tons up to 2020, breaking through the difficult international situation and getting good results. In 2021 high formable, corrosion-resistant, lubricant anti-fingerprint outdoor building steel has won the recognition of customers and the sale has been 12,000 tons. The sale in 2022 increased to 21,000 tons and continues to grow steadily. Cooperating with China Steel Corporation, Yieh Phui produces thin gauge and high-end home appliances coated steel with Electric furnace steelmaking billets, a low carbon approach to increase profitability.
Ⅱ.2022 Business Plan
1.Operation Focus
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Yieh Phui has deploy sales force worldwide and flexibly move with the flow of the global economy, much nimbler than the competitors. The company continues to secure the channels and current customers, developing niche market and products. At the same time, the company
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Under the trend of appreciation New Taiwan dollar, Yieh Phui has adjusted domestic volume to 35-40%. Such flexibility will facilitate the adjustment of international situation and the mobility toward market goals.
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Largest producer of coated steel in Taiwan and will continue to forge and enhance the relationship with customers, serving downstream processors to improve their quality, financial pressure, delay in delivery, exchange rate and other risks, promoting their competitiveness.
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Yieh Phui exports 60-65% of its products and depends on the world economy for profits. The rise of global protectionism with Australia, Thailand, Indonesia, Vietnam, the US and EU have all deployed anti-dumping and defensive measure against exports, The situation of Taiwan will be difficult because of the conflicts between the US and China with the concomitant restructuring of the supply chain. Thus, the government needs to expedite the signing of free trade agreement and join CPTPP, helping the vertical integration of the steel industry and reduce its cost.
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2. Expected sales and marketing strategies:
The Company's projected sales for 2023 include galvanized steel sheets at 672,587 tons, pre-painted steel sheets at 229,976 tons, rolled steel coils at 368 tons, steel structure engineering at 23,560 tons, crane equipment 48 units, and others (sale and purchase, OEM, and scraps) at 99,142 tons. The total comes to 1,025,633 tons and 48 units of cranes.
The Company's (consolidated) projected sales for the major products in 2023 include: galvanized steel sheets at 1,404,587 tons, pre-painted steel sheets at 553,976 tons, rolled steel sheets at 300,368 tons, steel structure engineering at 23,560 tons, crane equipment 48 units, wires at 189,650 tons, stainless steel at 62,450 tons, steel pipes at 178,800 tons and, other products at 118,323 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 2023.
Ⅲ. Corporate Strategies for Future Development
To maintain stable growth, Yieh Phui has finished the fourth expansion in Changshu Economic Development Zone in China. The production is 2.6 million tons Taiwan and China combined, the largest steel mill of hot-dip surface coating. Yieh Phui is able to produce hot-dip galvanized, 5%Al-Zn, 55%Al-Zn, Al-Si coated (YPC) and prepainted steel with the above products. Customers can satisfy their demand in one shop complete with all sizes and varieties. Yieh Phui is the best in terms of competitiveness and profitability. To deal with carbon neutral and RE issues, Yieh Phui needs to strengthen its production and sales advantages Including:
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The hot-dip 5%Al-Zn coated, hot-dip 5%Al-Mg-Zn coated and prepainted steel coils produced by Yieh Phui is easy to process and highly corrosion resistant, fitting for frames for solar power generation. Such products are suitable for energy transformation and green energy, matching the needs of the global market.
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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 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.
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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.
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To cope with population decreasing and shortage of personnel, Yieh Phui proactively develop smart production and automation, with further training to enhance the capability of employees and produce high quality products and services for customers.
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Confronted with global low carbon competition, Yieh Phui continues to improve equipment, develop energy saving processes, utilize more renewable energies and application of recycling sources of low-carbon steel coils, to increase low carbon production ratio and making effort toward sustaining ESG.
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VI. Impact from competition, legal environment, and overall economy
IMF posted global economic prospect in January 2023, showing that the growth is 3.4% in 2022 and that for 2023 and 2024 will be 2.9% and 3.1%, respectively. The global economy is back on track.
The Worldsteel showed demand prediction for global steel in October 2022, -2.3% for 2022, down to 179.67 million tons; increase by 1.0% in 2023, back to 181.47 million tons. The post pandemic situation and slowing inflation may help the steel market to recover.
Carbon neutral is a common goal for the world. EU and US both promote carbon free energy. On December 13, 2022, EU reached a temporary agreement on carbon border tax and will test CBAM this October, promoting carbon trading and related taxation. The industries will be greener and put more pressure on steel production and its supply. In the post pandemic era, geopolitical development, carbon neutrality trend and slowing inflation, the steel market may recover in the medium and long term. Green energy will be a focus of most countries and enterprises. The substitution for traditional energy will push the growth in the demand for steel.
On the other hand, with the lingering impact of three-year pandemic of Covid-19, war between Ukraine and Russia disrupting the supply chain, jamming ports and shortage of labor, the Fed of the US keeps increasing the interest rate and shortfall of finances of other countries, the recovery of the steel market and global economy is questionable.
- 1.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 antidumping tax had been levied since August 22, 2016. Since the five year term is imminent, On September 14, the Treasury Ministry posted the sunset investigation of continues to impose anti-dumping tax for five years and it continues to keep an eye on the impact of other low prices imported steel on the domestic market.
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 ultimate defensive measure on imported steel by EU on February 2, 2019.
For the domestic market, the investment has slowed down and the clampdown on 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.
EU and US both promote carbon free energy. In December 2022, EU reached a temporary agreement on carbon border tax and will test CBAM this October, specifically on imported steel and some downstream products for carbon emission as well as taxation in 2026. To cope with this trend, Taiwan endeavors on pushing green energy industry and releases areas. Taiwan has been pushing for green energy development to cope with such trends. The Executive Yuan passed “Renewable Energy Development Act” on December 12, 2022.The construction of photoelectric module accelerated in 2022, up to 2.52GW with accumulated total of 10.22GW. The demand for steel in such projects will be 200,000 tons. The goal is 20 GW in 2025 with over half
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not built yet. The investment will be NT$1.2 trillion and the production will NT$340 billion. The market for steel will be substantial.
In addition, the trade war between the US and China will gear toward technology and military. Such wholesale conflicts and the Russia/Ukraine war will affect the political and economic situation in Asia/Pacific arena will affect the future of the economy of China, revealing a trend of transferring order to Taiwan. The Taiwanese businesses in China massively moved back to Taiwan to avoid any adverse impact, a great incident to the domestic market.
2. The impact of external environment to the market of China :
The steel production of China is about 1.013 billion tons in 2022, 1.9% down under the official control. The policy of carbon neutral and double energy control will go through the fourteenth five-year plan, reducing the production further. China Metallurgical Industry Planning and Research Institute predicted 1billion tons of production, lower than 2022 restricting the supply further. Under more stringent environment protection, global protectionism, and the Sino-America trade war, the steel industry of China will continue to reform. Also, to increase domestic demand, stimulate the industry and enhance the infrastructure, the trend of the decrease of the export of steel has been set, beneficial to the worldsteel industry.
3. The impact of external environment to the export market :
In the global market various countries have implemented anti-dumping and anti-subsidy defensive policies. Thus, the prevalent protective international trade has impacted Taiwan.
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 Europe and the US implement protection measures on steel products, the demand for our product will decline.
On 2022 RCEP, a fifteen-country trade agreement was put into effect. Compared to major competitors: China, Japan and South Korea, Taiwan will be less competitive due to the lack of preferential tariff in Southeast markets. Taiwan could be increasingly marginalized in the international trade. However, Taiwan is dedicated to join CPTPP and gets the tariff disadvantage behind, enhancing the export competitiveness of the domestic industries. Still, the result will be contingent on the efforts of the government.
With the pandemic slows down and all restrictions off, the global economy will grow. The Word steel indicates negative 2.3% demand for 2022, but that for 2023 will be 1.0%. After three years of the impact of the pandemic, the prospect of the steel market will be positive, though with some ups and downs. Yieh Phui is poised for the challenges ahead.
8
Chapter 2 Company Profile
I. Date of Incorporation:
Date of incorporation: April 14, 1978
License number: Unified Business No. 75947936
II. Company 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 page176.
-
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 T$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 Techno material Co., Ltd. In Mainland China (total investment of US$231 million with a capital of US$79 million).
9
-
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 original 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.
-
2015.06 Received the "Outstanding Enterprise Award" in the 12th National Brand Yushan Award.
-
2016.03 Won the JIPM Advanced Special Award 2015. 2018.12 Won the gold certification of TTQS, Talen Quality-management system, issued by the Ministry of Labor.
-
2021.12 Yieh Phui was awarded the "2021 National Talent Development Award" by the Ministry of Labor.
-
2022.01 Received the "TPM Excellence Award" from JIPM in Japan.
10
Chapter 3 Corporate Governance Report
I. Organization:
(I) Structure of Organization:
11
(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 installation progress. |
| Trade investigation management 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 and performance, and promotes innovation affairs. |
| Division I and Division II of the Domestic and International Marketing & Selling Divisions |
Processes requests for import and export price quotes and orders, manages contacts for shipment and executes sales campaigns. |
| Marketing Development Division |
Manages development of the domestic and international markets. |
| Finance Division | Matters related to financial affairs, financing affairs, and stock affairs processing. |
| Accounting Division |
In charge of matters related to accounting processing, tax filing, cost accounting, budgeting and variance analysis, asset management, and other related affairs. |
| Investing Division | In charge of analyzing foreign investment projects and their effectiveness. |
| Technology Division |
Manages production technology development, quality control and product specifications. |
| Technical Service Division |
Manages after-sale services and technical improvement. |
| Information System Division |
Manages development of the Company's computerized management system, installation and maintenance of hardware equipment. |
| Production Planning Division |
Manages production schedules based on the orders and production plan, order delivery and shipment and tracking and raw material storage and management. |
| Sales Management Division |
Manages shipping of customer orders, vehicle dispatch and shipment verification. |
| Import and Market Research Office |
Carries out survey and analysis on the domestic and foreign markets and manages raw materials procurement. |
| Human Resources | Manages personnel, general affairs and documents and other relevant matters. |
| Public Affairs Office |
Handles public relations affairs. |
| Industrial Safety & Health Office |
Manages and implements the Company's workplace and labor safety and health related matters. |
| TPM Development Office |
Implements TPM Management activities, including individual improvement,self-maintenance, planned maintenance,education and |
12
| training, health and safety, quality management, initial flow management, planning and monitoring the efficiency of indirect departments. |
|
|---|---|
| Purchasing Division |
Manages procurement and related matters. |
| Steel Structure Sales & Construction Division |
Manages marketing, contracting, budgeting, cost control and work progress for engineering projects, acting to control and coordinated cross-departmental works. |
| Steel Structure Production Division |
Manages manufacturing, installation and contractors for steel structures and coordinates related works. |
| Steel Structure Technology Division |
Manages technology planning, project quality control and construction drawings for steel structures. |
| Mechanical Production Division |
Manages sales, production planning, design, manufacturing and installation related matters for lifting equipment and other engineering projects. |
| Technology Development Office |
Manages improvement of production equipment and processes. |
| Production Divisions |
Manages production line operations, production efficiency and quality improvement. |
| Utilities Division | Manages operations and maintenance of public and wastewater treatment facilities. |
| Mechanical Maintenance 1, 2, 2 |
Manages service and maintenance of on-site mechanical equipment and facilities. |
| Division I and Division II of the Electrical Division |
Manages service and maintenance of on-site electrical facilities. |
| Engineering Division |
Carries out improvement of production line equipment, design of expansionprojects and review of design drawings. |
13
II. Information on the Directors, President, Vice President, Associate Managers and Heads of Departments and Branch Offices
(I) Information on the Directors
| Thursday, March 31, 2022 | Thursday, March 31, 2022 | Thursday, March 31, 2022 | Thursday, March 31, 2022 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 s underage ch |
pouse and ildren |
Shares held of other p |
in names 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 |
|||
| Number of Shares | Shareholdi ng ratio |
Number of Shares | Sharehold ing ratio |
Number of Shares |
Sharehol ding ratio |
Number of Shares |
Sharehol ding ratio |
Title | Name | |||||||||||
| Chairman | R.O.C. | Kuo Chiao Investment & Development Co., Ltd. Representative: I-Shou Lin |
Male 81-90 |
June 23, 2022 | Three years | June. 20, 2004 | 61,870,646 160,237 |
3.27 | 64,964,178 168,248 |
3.29 | 55,093 | 0 | 0 | 0 | Yieh United - Chairman of the Board Yieh Hsing - Chairman |
Yieh Phui - Chairman of the Board Yieh United - Chairman of the Board Wei Hung Investment Co., Ltd. - Chairman of theBoard |
None | None | Non e |
None |
| Vice Chairman |
R.O.C. | Kuo Chiao Investment & Development Co., Ltd. Representative: Lin-Maw Wu |
Male 61-70 |
June 23, 2022 | Three years | Sep. 28, 2005 | 61,870,646 186,026 |
3.27 | 64,964,178 195,327 |
3.29 | 0 | 0 | 0 | 0 | EMBA, National Sun Yat-Sen University Department of Materials Engineering, Tsinghua University Yieh Phui - President |
Yieh Phui - Vice Chairman of the Board Yieh Hsing - Chairman Yieh Phui (China) - Chairman of the Board |
None |
None | Non e |
None |
| Director | R.O.C. | Chia Yuan Investment & Development Co., Ltd. Representative: Pyng-Yeong Liang |
Male 61-70 |
June 23, 2022 | Three years | Oct. 15, 2015 | 20,560,290 46,099 |
1.09 | 21,588,304 48,403 |
1.09 | 143,797 | 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 | Non e |
None |
| Director | R.O.C. | Chia Yuan Investment & Development Co., Ltd. Representative: Ching-Tsung Huang |
Male 51-60 |
June 23, 2022 | Three years | Sep. 28, 2005 | 20,560,290 0 |
1.09 | 21,588,304 0 |
1.09 | 12,618 | 0 | 0 | 0 | Department of Accounting, Feng Chia University E-Da Hospital - Director E-Da Development ~ Chairman |
Chia Yuan Investment & Development Co., Ltd - Chairman of the Board Able Win International Investment Limited - chairman of the ~~bd~~ |
None | None | Non e |
None |
14
| 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 s underage ch |
pouse and ildren |
Shares held of other p |
in names 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 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | Shareholdi ng ratio |
Number of Shares | Sharehold ing ratio |
Number of Shares |
Sharehol ding ratio |
Number of Shares |
Sharehol ding ratio |
Title | Name | |||||||||||
| Independent Director |
R.O.C. | Der-Yuan Yang | Male 51-60 |
June 23, 2022 | Three years | June. 22, 2016 | 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. - Director Chi Hsin Management Consultant Co., Ltd. - Director Jing-Shin Co., Ltd. - Director |
None | None | Non e |
None |
15
| 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 s underage ch |
pouse and ildren |
Shares held of other p |
in names 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 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | Shareholdi ng ratio |
Number of Shares | Sharehold ing ratio |
Number of Shares |
Sharehol ding ratio |
Number of Shares |
Sharehol ding ratio |
Title | Name | |||||||||||
| Independent Director |
R.O.C. | Wen-Yi Chang | Male 71-80 |
June 23, 2022 | Three years | June. 22, 2017 | 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 Professor, Department of Money and Banking, 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 Director |
16
==> picture [817 x 321] intentionally omitted <==
----- Start of picture text -----
Any Executive
Officer, Director or
Supervisor Who is a
Spouse or Relative
Shares Held When Elected Number of Shares Held Shares held by spouse and Shares held in names within the Second
underage children of other persons Degree of Kinship
Current Position
Title Nationality or Place of Name Gender Date Elected Term Date of First Elected Education and Work in the Company
Registration (Appointed) Experiences and/or Other Title Name
Company
Sharehol
Shareholdi Sharehold Number of Sharehol Number of
Number of Shares ng ratio Number of Shares ing ratio Shares ding ratio Shares ding ratio
Soochow University Consultant of
Department of Shine Tai
Foreign Languages Express Co.,
Sun Yat-Sen Ltd
University
Master of
Management,
Experience :
Deputy General
Manager of Sales
Department of Yieh
Mau Corp.,
Deputy General
Independent Director R.O.C. Lee, Chung-Wei 71-80 Male June 23, 2022 Three years June 23, 2022 900 0.00 945 0.00 0 0 0 0 Manager & Remuneration
Committee Member
of Yieh United Steel
Corporation
Acting General
Manager of Yieh
Hsing Enterprise Co.,
Ltd.
----- End of picture text -----
Note: The Chairman of the Company and the President or equivalent (the top manager) are the same person, are relatives of each other, such as spouse or first relative, and should explain the reasons, rationality, necessity and corresponding measures (such as increasing the number of independent directors, And there should be more than half of the directors who do not serve as employees or managers, etc.) related information.
17
Table 1: Major Shareholders
April 30, 2023 Shareholding 39.66% 12.55% 12.27% 11.43% 11.23% 9.64% 3.08% 0.08% 0.06%
April 30, 2023 |
||
|---|---|---|
| Name of institutional shareholders(Note 1) |
Major shareholders of institutional shareholders(Note 2) |
Shareholding |
| Kuo Chiao Investment & Development Co., Ltd. |
Yu Hong Enterprise Corp. | 39.66% |
| Chiao Summit Co., Ltd. | 12.55% | |
| Kuo Tung Investment & Development | 12.27% | |
| Wei Hung Investment & development | 11.43% | |
| Yieh Hong Enterprise Corporation Ltd. | 11.23% | |
| Chia Yuan Investment & Development | 9.64% | |
| Shin Yang Investment & Development | 3.08% | |
| Yu Sheng Investment & Development | 0.08% | |
| Lin I-Shou | 0.06% |
| Name of institutional shareholders(Note 1) |
Major shareholders of institutional shareholders(Note 2) |
Shareholding |
|---|---|---|
| Chia Yuan Investment & Development Co., Ltd. |
Lien shuo Investment &development | 18.27% |
| Yao Phui Investment Co., Ltd. | 16.01% | |
| Wei Hung Investment & development | 15.90% | |
| Yieh Hong Enterprise Corporation Ltd. | 15.47% | |
| Shin Yang Investment & Development | 13.98% | |
| Hsing Loong Investment & Development | 11.29% | |
| E-Da Healthcare Group | 4.46% | |
| Kuo Chiao Investment & Development | 3.40% | |
| Tsai Yueh-Er Lin | 0.36% | |
| Tsung-Hsien Lin | 0.33% |
-
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 corporate 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 (please refer to the inquiry of the Judicial Yuan announcement) and their contribution amount or contribution ratio. If the donor has passed away, it should be marked "deceased".
18
Table 2: Major shareholders of the major institutional shareholders
shareholders |
||
|---|---|---|
| April 30,2023 | ||
| Name of Institutional Shareholder (Note 1) |
Major Shareholders of Institutional Shareholders(Note 2) |
Shareholding |
| 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% | |
| Shin Yang Investment & Development |
4.67% | |
| Kuo Chiao Investment & Development |
4.00% | |
| Chia Yuan Investment & Development |
1.00% | |
| Lin I-Shou | 0.33% | |
| Chiao Summit Co., Ltd.. | Tsung-Cheng Lin | 20.00% |
| Tsung-Hsien Lin | 20.00% | |
| Tsung-Ching Lin | 20.00% | |
| Lin Li-Chuan | 15.00% | |
| Chia Yuan Investment & Development |
11.00% | |
| Yu Hong Enterprise Corp. | 10.00% | |
| Shin Yang Investment & Development |
3.00% | |
| Lin I-Shou | 1.00% | |
| Kuo-Tung Investment and Development Co.,Ltd. |
Wei Chiao Investment & Development |
30.03% |
| Lien Shuo Investment &development |
24.00% | |
| Wei Hung Investment & development |
22.21% | |
| Yieh Hong Enterprise Corporation Ltd. |
13.80% | |
| Hsing Loong Investment Development |
8.22% | |
| Tsai Yueh-Er Lin | 0.81% | |
| E-Da Healthcare Group | 0.73% | |
| Shin Yang Investment & Development |
0.18% | |
| Lin I-Shou | 0.02% |
19
| Name of Institutional Shareholder (Note 1) |
Major Shareholders of Institutional Shareholders(Note 2) |
Shareholding |
|---|---|---|
| Wei Hong Investment and Development Co., Ltd. |
Yieh Hong Enterprise Corporation Ltd. |
25.41% |
| Hsing Loong Investment Development |
20.20% | |
| I-Shou Lin | 18.21% | |
| Wei Chiao Investment Development | 13.40% |
|
| Chia Yuan Investment & Development |
11.39% | |
| Lien Shuo Investment &development |
10.43% | |
| Tsung-Hsien Lin | 0.63% | |
| Lin Li-Chuan | 0.16% | |
| Lin Chi-Long | 0.16% | |
| Lin A-Guei | 0.01% | |
| Yieh Hong Enterprise Corporation Ltd. |
Hsing Loong Investment Development |
19.34% |
| Wei Hung Investment & development |
18.26% | |
| Lin Chi-Long | 12.85% | |
| Wei Chiao Investment Development | 11.01% | |
| Tsung-Cheng Lin | 10.75% | |
| Lin Li-Chuan | 9.47% | |
| Tsung-Ching Lin | 9.34% | |
| Tsung-Hsien Lin | 8.41% | |
| Ding Ku Construction Corp. | 0.51% | |
| Lin A-Guei | 0.04% | |
| Shin Yang Investment & Development Co., Ltd. |
Hsing Loong Investment Development |
31.33% |
| Yieh Hong Enterprise Corporation Ltd. |
25.72% | |
| Lien Shuo Investment &development |
22.93% | |
| Tsung-Hsien Lin | 14.46% | |
| Chia Yuan Investment & Development |
2.02% | |
| Lin Chi-Long | 0.93% | |
| Kuo Chiao Investment & Development |
0.83% | |
| Tsung-Ching Lin | 0.69% | |
| Tsung-Cheng Lin | 0.42% | |
| Lin Li-Chuan | 0.37% |
20
| Name of Institutional Shareholder (Note 1) |
Major Shareholders of Institutional Shareholders(Note 2) |
Shareholding |
|---|---|---|
| Yu Sheng Investment & Development Co., Ltd. |
Lien Shuo Investment &development |
49.24% |
| Hsing Loong Investment Development |
24.75% | |
| Wei Hung Investment & development |
12.46% | |
| Wei Chiao Investment & Development |
11.16% | |
| E-Da Healthcare Group | 0.87% | |
| Lin I-Shou | 0.72% | |
| Lin, Tsai Yueh-Er | 0.43% | |
| Lin Chi-Long | 0.22% | |
| Lin Li-Chuan | 0.14% | |
| Lin A-Guei | 0.01% | |
| Lien Shuo Investment &development Co., Ltd. |
Wei Hung Investment & development |
18.25% |
| Hsing Loong Investment Development |
18.19% | |
| Wei Chiao Investment & Development |
18.10% | |
| Lin I-Shou | 11.40% | |
| Tsung-Cheng Lin | 9.66% | |
| Chia Yuan Investment & Development |
8.73% | |
| Shin Yang Investment & Development Co.,Ltd. |
4.46% | |
| E-Da Healthcare Group | 3.87% | |
| Tsung-Ching Lin | 2.86% | |
| Yieh Hong Enterprise Corporation Ltd. |
1.89% | |
| Yao Phui Investment Co., Ltd. | Yu Sheng Investment & Development |
19.80% |
| Wei Chiao Investment & Development |
19.80% | |
| Hsing Loong Investment Development |
19.75% | |
| Lien Shuo Investment &development |
19.29% | |
| Wei Hung Investment & development |
11.57% | |
| Shin Yang Investment & Development |
9.55% | |
| Lin I-Shou | 0.24% |
21
| Name of Institutional Shareholder (Note 1) |
Major Shareholders of Institutional Shareholders(Note 2) |
Shareholding |
|---|---|---|
| Hsing Loong Investment & Development Co., Ltd. |
I-Shou Lin | 31.51% |
| Wei Chiao Investment & Development |
19.90% | |
| Lin, Tsai Yueh-Er | 18.52% | |
| Wei Hung Investment & development |
11.38% | |
| E-Da Healthcare Group | 10.57% | |
| Chia Yuan Investment & Development |
3.22% | |
| Yu Sheng Investment & Development |
2.10% | |
| Chih-Long Lin | 2.05% | |
| Li-Chuan Lin | 0.32% | |
| Tsung-Cheng Lin | 0.20% | |
| E-Da Healthcare Group | I-Shou Lin | 2.00% |
| Lien Shuo Investment &development |
23.00% | |
| Wei Hung Investment & development |
31.00% | |
| Hsing Loong Investment Development |
14.00% | |
| Wei Chiao Investment & Development |
30.00% |
-
Note 1. As shown in Table 1 above, when a major shareholder is a 1.89institutional 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 corporate 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 (please refer to the inquiry of the Judicial Yuan announcement) and their contribution amount or contribution ratio. If the donor has passed away, it should be marked "deceased".
22
Director profile (2)
I. Information disclosure of professional qualifications of directors and independence of independent directors:
| April 30, 2023 | April 30, 2023 | April 30, 2023 | ||||
|---|---|---|---|---|---|---|
| Criteria Name |
Professional qualifications and experience | Independence | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |
|||
| Whether the person and the person’s spouse as well as relatives within the second degree of relationship are not a director, supervisor, or employee of the Company or any of its affiliates. |
Whether the person is not a shareholder who holds shares, together with those held by the person’s spouse as well as relatives within the second degree of relationship (or under others’ names), in an aggregate amount of 1% or more of total shares issued by the Company or ranking as one of its top ten natural person shareholders. |
Whether the person is not a director, supervisor, or employee of a company or organization that has a specific relationship with the Company. |
Whether the person did not receive any remuneration for providing commercial, legal, financial, accounting or related services from the Company or any of its affiliates in the recent 2 years. |
|||
| Chairman: I-Shou Lin |
Mr. Y.S. Lin, the Honorary Doctor of Engineering from National Chiao Tung University, is also the founder of the E United Group. The E United Group operates diverse businesses spanning production, education, healthcare, real estate, and leisure. With over 40 years of practical experience, strategic management, and leadership skills in the steel industry, Mr. Lin has been serving as the Chairman of Yieh Phui Enterprise Co., Ltd. and Yieh United Steel Corporation (YUSCO), subsidiaries of the E United Group. He possesses extensive capabilities in operational planning, business management,and comprehensive leadershipin enterprises. |
NO |
YES | NO | NO | 0 |
| Vice Chairman: Lin-Maw Wu |
Mr. Lin-Maw Wu, holding an EMBA degree from National Sun Yat-sen University, previously served as the General Manager and Vice President of Operations in our company. With over 30 years of dedicated experience in the steel industry, he currently holds the position of Vice Chairman in Yieh Phui Enterprise Co., Ltd, a subsidiary of the E United Group, and serves as the Chairman of Yieh Phui (China) Co., Ltd. and Yieh Hsing Corporation. He possesses extensive expertise in the management and leadershipof the steel industry. |
Ph |
YES | YES | NO | 0 |
23
| Director: Ping-Yung Liang |
Mr. Ping-Yung Liang, holding a Bachelor's degree in Industrial Management Science from National Cheng Kung University, previously served as the Vice Executive Officer of the E United Group 's General Administration Department, as well as the General Manager and Senior Advisor to the Chairman of Yieh United Steel Corporation. Currently, he serves as the Chairman of the Procurement Management Committee of the E United Group, showcasing extensive expertise in industrymanagement and leadership. |
NO | YES | YES | NO | 0 |
|---|---|---|---|---|---|---|
| Director: Ching-Tsung Huang |
Mr. Ching-Tsung Huang, holding a Bachelor's degree in Accounting from Feng Chia University, previously served as the Chairman of Yieh Da Development (Stock) Corporation and a Director of Yieh Da Hospital within the E United Group. Currently, he serves as the Chairman of the Audit and Management Committee of the E United Group, demonstrating extensive expertise in industry management and leadership. |
NO | YES | YES | NO | 0 |
| Independent Director: Der-Yuan Yang |
Dr. Der-Yuan Yang, holding a Ph.D. in Economics from the University of California, Santa Barbara, previously served as a teaching assistant in the Economics Department of the University of California, Santa Barbara. Currently, he serves as a professor in the Department of Finance at National Kaohsiung University of Science and Technology. He also acts as the convener of the Audit Committee and Compensation Committee of our company. With over 20 years of teaching experience,hepossesses extensive knowledge in finance and management studies. |
YES |
YES | YES | YES | 2 |
| Independent Director: Chung-Wei Lee |
Mr. Lee, Chung-Wei, holding a Master's degree in Management from National Sun Yat-sen University, previously served as the Deputy General Manager of the Sales Department in Yieh Mao Industrial Co., Ltd., a subsidiary of the E United Group. He also held the positions of Deputy General Manager, Deputy Director, Professional Consultant, and Committee Member of the Compensation Committee in Yieh United Steel Corporation. Additionally, he served as the Acting General Manager of Yieh Hsing Enterprise Co., Ltd. Currently, he is a committee member of the Audit Committee and Compensation Committee in our company, showcasing extensive expertise in industrymanagement and leadership. |
YES | YES | YES | YES | 0 |
| Independent Director: Wen-I Chang |
Mr. Wen-I Chang, who successfully passed the Customs Special Examination for Grade B Tax Officials in the 65th year of the Republic of China, previously served as a supervisor in the National Taxation Bureau. With over 40 years of practical experience in tax administration, he currently serves as a committee member of the Audit Committee and Compensation Committee in our company. Hepossesses extensivepractical experience in the fields of taxation and customs. |
YES | YES | YES | YES | 2 |
Note: According to the Listing Review Criteria, the Measures for the Establishment of Independent Directors of Public Companies and Matters to be Followed, the Company has obtained the statement of independence of each independent director, which confirms that all of them meet the independent qualification requirements stipulated by laws and regulations.
24
II. Diversity and independence of the Board of Directors:
1. Diversity of the Board of Directors:
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) Based on the diversification policy, the Company strengthens corporate governance and promotes the sound development of the composition and structure of the board of directors. The Company adopts the director candidate nomination system in accordance with the provisions of the Articles of Incorporation, evaluates the academic and working experience, professional background, integrity or related professional qualifications of each candidate, and observes the diversity and independence of the "Measures for the Election of Directors" and "Corporate Governance Code". After the resolution of the board of directors is passed, it is submitted to the shareholders' meeting for election.
-
(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 3 of the "Corporate Governance Best-Practice Principles", which 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.).
The current board of directors of the Company consists of seven directors with rich experience and expertise in industrial knowledge, international market, financial accounting, taxation, business and management, including four directors and three independent directors.
The Company is operating in an industry of the mature period in the life cycle, and its business operation is facing the challenge of internationalization, liberalization and informatization. Diversification is the trend of the times. In order to seek sustainable operation, the Company not
25
only pays attention to the development of new products and new markets, but also constantly collects information of various industries, with a view to
making all-round diversification.
In line with the diversification policy of the Company, the board member diversification policy draws up the following specific management
objectives to strengthen the board of directors' function in making business decisions and supervising:
| Management objective | Achieved |
|---|---|
| The directors with industrial experience and financial accountingaccounts for over 70%. |
Achieved (five of the seven directors have the above-mentioned experience atpresent, accountingfor 71.4%) |
| The independent directors account for over one third of the total seats. |
Achieved (three of the seven directors are independent directors currently) |
| The directors who are also managers of the Company does not exceed one-third of the total seats. |
Achieved (only two of the seven directors are also the manager of the Companyatpresent) |
26
The proportion of Directors with employee status 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 there are three Directors over 70 years old,
two between 61 and 70 years old, and two under 60 years old. Implementation status of diversification of members of the Board of Directors:
| Diversified core projects Name of Director |
Basic organization | 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 |
|||||
| 50 to 60 |
61 to 70 |
70 to 82 |
Less than 3 years |
3 to 9 years |
Over 9 years |
||||||||||||
| I-Shou Lin | R.O.C. | Male | v | v | v | v | v | v | v | ||||||||
| Lin-Maw Wu | v | v | v | v | v | v | |||||||||||
| Ping-Yung Liang |
v | v | v | v | v | v | |||||||||||
| Ching-Tsung Huang |
v | v | v | v | v | v | v | v | |||||||||
| Der-Yuan Yang |
v | v | v | v | v | v | v | ||||||||||
| Chung-Wei Lee |
v | v | v | v | v | v | v | v | |||||||||
| Wen-I Chang | v | v | v | v | v | v | v |
27
2. Independence of the Board of Directors:
The current board of directors of our company consists of 7 directors, including 4 directors and 3 independent directors. The proportion of independent directors is 42.86%, and the tenure of all 3 independent directors is less than 9 years. All independent directors of our company comply with the regulations of the "Regulations Governing the Appointment and Exercise of Powers by Independent Directors of Public Companies." There are no circumstances as described in Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act among the directors and independent directors. Our board of directors is considered independent. For details regarding the professional qualifications and experience of the directors, as well as the independence of the independent directors, please refer to pages 23-24 and 28.
28
(II) Information on the Company's President, Vice President, Associate Manager, and the Supervisors of all the Company's divisions and branch units.
| April 30, 2023 | April 30, 2023 | April 30, 2023 | April 30, 2023 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Nationality | Name | Gender | Date Elected |
Shareholding | Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Experience (Education) | Other Positions | Managers Who are Spouses or Within the Second Degree of Kinship |
Remark (Note) |
|||||
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||
| President | R.O.C. | Chen- Wu Chang |
Male | August. 01, 2005 |
53,250 | 0 |
0 |
0 |
0 |
0 |
National Cheng Kung University Associate Manager, Information System Division, Yieh Phui Executive Vice President OF E United Group |
Shin Yang Steel Co., Ltd. Chairman o Yieh Phui (HK) - Chairman EMMT Systems Corp. -Chairman |
None |
None | None | None |
| Senior Consultant |
R.O.C. | Hsien- Tung Liu |
Male | Sep. 08, 2006 |
210,000 | 0 |
0 |
0 |
0 |
0 |
MBA, Embry-Riddle Aeronautical University, Colorado, USA TangEng-Chairman |
Yeo Yih Steel - Chairman |
None | None | None | None |
| Financial advisor |
R.O.C. | Tien-Chi Chang |
Male |
August. 01, 2005 |
23,070 | 0 |
0 |
0 |
0 |
0 |
National Chengchi University Finance Manager, Yieh Phui |
Chen Hua - Chairman Chen Hao - Chairman |
None | None | None | None |
| Senior Consultant |
R.O.C. | Pyng- Yeong Liang |
Male | Dec.1 2022 |
48,403 | 0 |
143,797 | 0 |
0 |
0 |
Department of Industrial Management, National Cheng Kung University Vice Executive Director of General Administration Office of Yieh United Group, President of Yieh United Steel Corp., Senior Consultant and Special Assistant to the Chairman of Yieh United Steel Corp. |
Chairman of E United Group Purchase Management Committee and Special Assistant to the Chairman\ Yieh Hsin- Senior Consultant |
None |
None | None | None |
29
| Title | Nationality | Name | Gender | Date Elected |
Shareholding | Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience (Education) | Other Positions | Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Remark (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||
| Senior Consultant |
R.O.C. | Ching- Tsung Huang |
Male | May. 16, 2014 |
0 | 0 |
12,618 |
0 |
0 |
0 |
Feng Chia University Special Assistant, Eliter International Corp. |
Chairman of E United Group Audit Committee Chia Yuan – Chairman Eliter International- Chairman |
None | None | None | None |
| Senior Consultant |
R.O.C. | Hsien- Yao Chang |
Male | Sep. 01, 2017 |
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 ExchangeFoundation |
Chairman of E United Group Cross- Strait Development Committee |
None | None | None | None |
| Special Assistant |
R.O.C. | Chia- Cheng Lin |
Male | Aug.01, 2012 |
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 |
R.O.C. | Yung- Hsien Chen |
Male | Apr. 01, 2005 |
53,300 | 0 |
5 |
0 |
0 |
0 |
Tamkang University Executive Vice President, Yieh Phui |
Chairman of E United Group Financial Committee YP (China) - Special financial |
None |
None | None | None |
30
| Title | Nationality | Name | Gender | Date Elected |
Shareholding | Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience (Education) | Other Positions | Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Remark (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||
| assistant Yieh United - Supervisor |
||||||||||||||||
| Senior Consultant |
R.O.C. | Yong- Fang Zhang |
Male | May. 01, 1997 |
280,676 | 0 |
1,587 |
0 |
0 |
0 |
National Taiwan Ocean University Associate Manager, Plating Plant, Yieh Phui |
Vice Chairman and President - Yieh Phui (China) |
None |
None | None | None |
| Executive Vice President |
R.O.C. |
Wei- Cheng Chen |
Male | Mar. 14, 2006 |
357 | 0 |
0 |
0 |
0 |
0 |
University of Oklahoma Associate Manager, Production Planning Division - Yieh Phui |
None | None | None | None | None |
| Vice President - Production |
R.O.C. |
Yang- Cheng Lan |
Male | Oct. 01, 2003 |
18,466 | 0 |
0 |
0 |
0 |
0 |
National Cheng Kung University Plant Manager - Pre- painting Steel Production Division - Yieh Phui |
None | None | None | None | None |
| Professional advisers |
R.O.C. | Kuo-Lin Yang |
Male | June. 01, 2004 |
96,108 | 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 |
| Vice President - Global Marketing & Sales |
R.O.C. |
Shih-Chi Yang |
Male |
Dec. 01, 2006 |
0 | 0 |
0 |
0 |
0 |
0 |
National Chengchi University Manager, Global Marketing & Sales, Yieh Phui |
None | None | None | None | None |
| Vice President - Administratio n |
R.O.C. |
Wen-Pin Lin |
Male |
May. 16, 2008 |
114 | 0 |
317 |
0 |
0 |
0 |
Feng Chia University Associate Manager, Management Division, Yieh Phui |
Shin Yang – Administratio n Associate Manager, Shin Jan - Presideng |
None | None | None | None |
31
| Title | Nationality | Name | Gender | Date Elected |
Shareholding | Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience (Education) | Other Positions | Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Remark (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||
| Vice President - Technology |
R.O.C. |
Ting- Kuo Shih |
Male | June. 01, 2004 |
0 | 0 |
0 |
0 |
0 |
0 |
National Cheng Kung University Manager, Technology Division - Yieh Phui |
None | None | None | None | Aug.1 2023 Retire d |
| Vice President, of Engineering |
R.O.C. | Wei- Kung Chang |
Male | Apr. 01, 2015 |
0 | 0 |
0 |
0 |
0 |
0 |
Cultural University Associate Manager, Steel Structural Sales & Construction Division |
None | None | None | None | None |
| Assistant Vice President, Accounting/ Investment and Vice President Office of Finance |
R.O.C. |
Wen- Chung Tien |
Male | Feb. 01, 2017 |
124,887 | 0 |
0 |
0 |
0 |
0 |
Feng Chia University Associate Manager, Trade Management Office, Yieh Phui |
Vice President - Finance, Shin Yang Steel |
None |
None | None | None |
| Vice President of Technical Planning Office |
R.O.C. |
Sen- Long Chen |
Male | Aug. 16, 2003 |
51,379 | 0 |
1,737 |
0 |
0 |
0 |
National Cheng Kung University Manager, Technical Service Division, Yieh Phui |
President of Yieh Phui Director - Yieh Phui (China) |
None |
None | None | None |
| Assistant VP - Production |
R.O.C. |
Cheng- Feng Wu |
Male | Dec. 01, 2005 |
0 | 0 |
0 |
0 |
0 |
0 |
National Chiao Tung University Associate Manager, Electrical Maintenance Division,Yieh Phui |
None | None | None | None | None |
| Assistant VP - Production |
R.O.C. |
Shun- Chin Tsao |
Male | Oct. 01, 2009 |
0 | 0 |
0 |
0 |
0 |
0 |
National Taiwan Ocean University Associate Manager, Galvanizing Production Division,Yieh Phui |
None | None | None | None | None |
| Assistant VP - VP Technology’s Office |
R.O.C. |
Ping-Lin Yang |
Male |
Mar. 01, 2016 |
0 | 0 | 0 | 0 | 0 | 0 | I-Shou University Associate Manager, Technology Division - Yieh Phui |
None | None | None | None | None |
32
| Title | Nationality | Name | Gender | Date Elected |
Shareholding | Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience (Education) | Other Positions | Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Remark (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||
| Associate Manager, Production Planning Division |
R.O.C. | Yuan- Hsing Kuo |
Male | Jun. 01, 2015 |
0 | 0 |
0 |
0 |
0 |
0 |
Feng Chia University Senior Manager, Sales Management Division, Yieh Phui |
None | None | None | None | None |
| Senior Manager |
R.O.C. | Wen- Chih Liu |
Male | Dec. 01, 2014 |
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 |
| Senior Manager |
R.O.C. | Chuan- Hsiang Huang |
Male | Apr. 01, 2015 |
0 | 0 |
0 |
0 |
0 |
0 |
National Chung Hsing University |
E-United Group - Vice Chairman CEO, Indonesia representative office |
None |
None | None | None |
| Senior Manager |
R.O.C. | Chi- Chen Li |
Male | Oct. 01, 2010 |
0 | 0 |
0 |
0 |
0 |
0 |
National Sun Yat-Sen University Manager, President Staff's Office, Yieh Phui |
E-United Group - Executive Vice Chairman Ding Ku Construction- chairman |
None |
None | None | None |
| Senior Manager |
R.O.C. | Wei- Cheng Chen |
Male | Nov. 08, 2012 |
35,640 | 0 |
0 |
0 |
0 |
0 |
Provincial Pingtung Institute of Agriculture RESA Engineering Corp. Ting Ku Construction Co., Ltd. |
E-United Group - Vice Chairman Tianjin Lianfa Associate Manager, Financial Division |
None |
None | None | None |
33
| Title | Nationality | Name | Gender | Date Elected |
Shareholding | Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience (Education) | Other Positions | Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Remark (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||
| Senior Manager |
R.O.C. | Wei-Min Chen |
Male |
Jul. 11, 2020 |
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 |
R.O.C. | Wen- Chao Huang |
Male | Mar. 01, 2008 |
0 | 0 |
0 |
0 |
0 |
0 |
Institute of Metallurgical Materials, Illinois Institute of Technology Manager, Technical ManagementOffice |
Yieh Phui (China) - Vice President - Technology |
None |
None | None | None |
| Professional Manager |
R.O.C. | Zhi-Jian Cheng |
Male | May. 01, 2019 |
0 | 0 |
0 |
0 |
0 |
0 |
Daye University Master Professional Manager |
Yieh Phui (China) & Tianjin Lianfa Vice President - Global Marketing & Sales |
None |
None | None | None |
| Senior Manager, President Office |
R.O.C. | Te-Jen Huang |
Male | Mar. 01, 2022 |
0 | 0 |
0 |
0 |
0 |
0 |
Master class, National Cheng Kung University Assistant Vice President, Yieh |
None | None | None | None | Apr.1, 2023 Retire d |
| Associate Manager, Chairman's Office |
R.O.C. | Jung- Chang Liao |
Male | Nov. 01, 2009 |
0 | 0 |
0 |
0 |
0 |
0 |
National Chiao Tung University Manager, Production Planning Division, Yieh Phui |
Long-Hua travel agency- Chairman E-Da Bus/ E-DA Tour- President |
None | None | None | None |
| Associate Manager, Mechanical Production Division |
R.O.C. | Chiu-Lin Pan |
Male |
Mar. 01, 2010 |
60,449 | 0 |
0 |
0 |
0 |
0 |
National Chiayi Institute of Agriculture Plant Manager, Mechanical Production Division,Yieh Phui |
None | None | None | None | None |
| Associate Manager, Mechanical Maintenance |
R.O.C. | Sheng- Wei Sung |
Male | Sep. 01, 2011 |
24,551 | 0 |
0 |
0 |
0 |
0 |
Chin-Yi Institute of Technology Chung Hung Co., Ltd. |
None | None | None | None | Apr.22 ,2023 Retire d |
34
| Title | Nationality | Name | Gender | Date Elected |
Shareholding | Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience (Education) | Other Positions | Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Remark (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||
| Division | ||||||||||||||||
| Associate Manager, Investing Division |
R.O.C. | Chien- Hung Lin |
Male | Mar. 05, 2012 |
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 |
| Domestic Marketing & Sales Division I Associate Manager |
R.O.C. |
Ming- Chi Tien |
Male | Sep. 01, 2014 |
27,846 | 0 | 0 | 0 | 0 | 0 | Chung Yuan Christian University Manager, Domestic Marketing & Sales Division, Yieh Phui |
None | None | None | None | None |
| Associate Manager of Information System Division |
R.O.C. | Chun- Kai Huang |
Male | May. 01, 2015 |
0 | 0 | 0 | 0 | 0 | 0 | National Kaohsiung Institute of Technology Associate Manager, Information System Division, Yieh Phui |
Shin Yang/ Y Associate Manager of Information System Division Yieh Hsing- |
None | None | None | None |
| President Office Associate Manager |
R.O.C. | Wen- Cheng Pan |
Male | Sep. 01, 2015 |
21,540 | 0 | 0 | 0 | 0 | 0 | Chung Yuan Christian University Senior Manager, President Staff's Office, Yieh Phui |
Shin Yang- President Office Associate Manager |
None | None | None | None |
| Associate Manager, TPM Development Office |
R.O.C. | Wen-I. Weng |
Male | Jan. 06, 2016 |
60,680 | 0 | 0 | 0 | 0 | 0 | The Taipei College of Science and Technology Professional Manager and Senior Manager, TPM Management Office, Yieh Phui |
None | None | None | None | None |
35
| Title | Nationality | Name | Gender | Date Elected |
Shareholding | Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience (Education) | Other Positions | Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Remark (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||
| Associate Manager, Technical Management Office |
R.O.C. | Chung- Chan Chiang |
Male | Mar. 01, 2016 |
136 | 0 | 0 | 0 | 0 | 0 | Feng Chia University Senior Manager, Technology Development Office, Yieh Phui |
None | None | None | None | None |
| Associate Manager, Public Affairs Office |
R.O.C. | Chia-En Kuo |
Male | Feb. 01, 2017 |
0 | 0 | 0 | 0 | 0 | 0 | Chung Yuan Christian University Manager, Import and Market Survey Office, Yieh Phui |
None | None | None | None | None |
| Associate Manager, Domestic Marketing & Sales Division II |
R.O.C. |
Wei-Pin Kan |
Male | Mar. 01, 2017 |
0 | 0 | 0 | 0 | 0 | 0 | Yung Ta Institute of Technology & Commerce Manager, Domestic Marketing & Sales Division I, Yieh Phui |
None | None | None | None | None |
| Professional Manager |
R.O.C. | Chen- Hsiang Lin |
Male | Jun. 01, 2018 |
0 | 0 | 0 | 0 | 0 | 0 | National Kaohsiung Marine University Senior Manager |
E-United Group Associate Manager |
None | None | None | None |
| Associate Manager, Utilities Division |
R.O.C. | Hui- Fung Li |
Male | Jun. 01, 2018 |
0 | 0 | 4,677 | 0 | 0 | 0 | National Taiwan Ocean University Senior Manager, Utilities Division,Yieh Phui |
one | o n e o n e |
|||
| Professional Manager |
R.O.C. | Hui- Jung Liao |
Male | Mar. 01, 2019 |
2,179 | 0 | 4 | 0 | 0 | 0 | National Kaohsiung First University of Science and Technology Senior Manager |
E-United Group E-United Group - Assistant Vice Chairman |
None |
None | None | None |
| Associate Manager, Market Development Division |
R.O.C. | Wen- Hong Chen |
Male | Jul. 01, 2019 |
31 | 0 | 0 | 0 | 0 | 0 | Master, National Sun Yat- Sen University Market Development Manager, Yieh Phui |
None | None | None | None | Mar.1, 2023 Retire d |
36
| Title | Nationality | Name | Gender | Date Elected |
Shareholding | Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience (Education) | Other Positions | Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Remark (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||
| Associate Manager, Export Division I |
R.O.C. | Fu-Cai Huang |
Male | Jul. 01, 2019 |
256 | 0 | 0 | 0 | 0 | 0 | Chung Yuan Christian University Manager, Export Marketing & Sales Division II,Yieh Phui |
None | None | None | None | None |
| Associate Manager, Pingtung Production Division |
R.O.C. | Tian-fu Hong |
Male | Mar. 02, 2020 |
28,990 | 0 | 0 | 0 | 0 | 0 | National Kaohsiung University of Applied Sciences Plant Manager, Yieh Phui PingtungPlant |
None | None | None | None | None |
| Professional Engineer |
R.O.C. | Chin- Liang, Tsai |
Male | Jul. 11, 2020 |
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 Engineer |
R.O.C. | Chao- Hsien, Li |
Male | Jul. 11, 2020 |
0 | 0 | 0 | 0 | 0 | 0 | Cheng Shiu Junior College of Technology Associate Manager of Yieh Phui(China) |
Assistant Vice President - Yieh Phui (China) |
None |
None | None | None |
| Professional Manager |
R.O.C. | Chi-Min Chou |
Male | Sep. 01, 2020 |
0 | 0 | 0 | 0 | 0 | 0 | Ph.D., National Cheng Kung University Manager, E-United Group |
Associate Manager, E- United Group Shin Jan - Associate Manager, |
None | None | None | None |
| Professional Manager |
R.O.C. | Cheng- Yen Hsieh |
Male | Sep. 01, 2020 |
492 | 0 | 0 | 0 | 0 | 0 | I-Shou University Head of General Affairs Section, Yieh Phui Enterprise Co.,Ltd |
Associate Manager, E- United Group |
None | None | None | None |
| Associate Manager, Steel Structural Sales & Construction Division |
R.O.C. | Chun- Jen Su |
Male | Apr. 01, 2021 |
0 | 0 | 0 | 0 | 0 | 0 | Feng Chia University Nan Ya Plastics Senior Engineer, Steel Structure Production Division, Yieh Phui |
None | None | None | None | None |
37
| Title | Nationality | Name | Gender | Date Elected |
Shareholding | Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience (Education) | Other Positions | Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Remark (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||
| Associate Manager, Industrial Safety & Health Office |
R.O.C. | Hsuan- Chih Tuan |
Male | Apr. 16, 2021 |
27,627 | 0 | 0 | 0 | 0 | 0 | Master class, National Pingtung University of Science and Technology Working Environment Manager, Yieh Phui |
Shin Yang-- Associate Manager, Industrial Safety & HealthOffice |
None | None | None | None |
| Associate Manager, Steel Pipe Technology Office |
R.O.C. | Chia-Yu Cheng |
Male | Apr. 16, 2021 |
404 | 0 | 0 | 0 | 0 | 0 | Doctoral class, National Sun Yat-Sen University Environmental Protection Foundation Senior Plant Manager, Steel Pipe Technology Office,Yieh Phui |
Shin Yang-- Associate Manager, Steel Pipe Technology Office |
None | None | None | None |
| Associate Manager, Steel Pipe Technology Office |
R.O.C. | Ying- Nan Su |
Male | Apr. 16, 2021 |
0 | 0 | 0 | 0 | 0 | 0 | National Taiwan Institute of Technology Manager, Steel Pipe Technology Office, Yieh Phui |
Associate Manager of Steel Pipe Equipment Office |
None | None | None | July.1, 2022 Retire d |
| Professional Engineer |
R.O.C. | Chin-Fu Huang |
Male | Aug. 01, 2021 |
26,339 | 0 | 0 | 0 | 0 | 0 | Chung Yuan Christian University Dachun Chemicals Yung Tung Paint Co., Ltd. |
Senior Manager - Yieh Phui (China) |
None | None | None | Mar,1 6 2023 Retire d |
| Associate Manager, Pickling and Rolling Production Division |
R.O.C. | Chi-Jui Chang |
Male | Sep. 01, 2021 |
0 | 0 | 0 | 0 | 0 | 0 | Kao Yuan University Nan Ya Plastics Senior Plant Manager - Pickling and Rolling Production Division, Yieh Phui |
None | None | None | None | None |
| Associate Manager, Pre- Painting Steel Production Division |
R.O.C. | Kuo-Yun Hsu |
Male |
Sep. 01, 2021 |
879 | 0 | 0 | 0 | 0 | 0 | Master class, National Taiwan Institute of Technology Manager - Pre-painting Steel Production Division, Yieh Phui |
None | None | None | None | None |
38
| Title | Nationality | Name | Gender | Date Elected |
Shareholding | Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience (Education) | Other Positions | Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Remark (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||
| Associate Manager, Finance Department |
R.O.C. | Mou- Lieh Huang |
Male | Jan. 16, 2022 |
26,727 | 0 | 0 | 0 | 0 | 0 | National Kaohsiung University of Science and Technology Finance Manager, Yieh Phui |
None | None | None | None | None |
| Associate Manager, Engineering Design Office |
R.O.C. | Yung- Huang Hu |
Male | Feb. 01, 2022 |
0 | 0 | 7,350 | 0 | 0 | 0 | National Kaohsiung University of Applied Sciences Manager, Engineering DesignOffice,Yieh Phui |
None | None | None | None | None |
| Associate Manager, Electrical Engineering Division I |
R.O.C. | Kuo- Liang Yang |
Male | Feb. 01, 2022 |
0 | 0 | 0 | 0 | 0 | 0 | Cheng Shiu Junior College of Technology Gummy Corporation Senior Manager, Electrical Maintenance Division I, Yieh Phui |
None |
None | None | None | None |
| Professional Manager |
R.O.C. | I-Cheng Lo |
Male | Mar. 01, 2022 |
0 | 0 | 0 | 0 | 0 | 0 | Master class, National Dong Hwa University Manager, E-United Group |
Senior Manager, E- United Group E-Da Visual Effects-Vice President |
None | None | None | None |
| Electrical Management Division 2 |
France | Lin-Han Ke |
Male | Sep. 01, 2022 |
0 | 0 | 0 | 0 | 0 | 0 | France Mulhouse Universiyt Department of Automation professionalengineer |
None |
None | None | None | None |
| Professional Manager |
R.O.C. | Ji-Hua Wang |
Male | Niv. 01, 2022 |
0 | 0 | 0 | 0 | 0 | 0 | Master of Economics, Sun Yat-sen University Manager of E United Group Purchase Management Committee |
Associate Manager, of E United Group Purchase Management Committee |
None |
None | None | None |
39
| Title | Nationality | Name | Gender | Date Elected |
Shareholding | Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience (Education) | Other Positions | Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Managers Who are Spouses or Within the Second Degree of Kinship |
Remark (Note) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relation | ||||||||
| Professional Manager |
R.O.C. | Shun- Wen Yao |
Male | Nov. 01, 2022 |
0 | 0 | 0 | 0 | 0 | 0 | Shih Chien University Associate Manager, of E United Group Purchase Management Committee |
Associate Manager, of E United Group Purchase Management Committee |
None |
None | None | None |
| Professional Manager |
R.O.C. | Shin- Shiang Huang |
Male | Nov. 01, 2022 |
0 | 0 | 0 | 0 | 0 | 0 | Department of Metrology, National Cheng Kung University Institute for Human Resources at the University of Pittsburgh Professional Manager |
Asia zone Co.- Assistant VP |
None |
None | None | None |
| Associate Manager, personnel Administratio nsection |
R.O.C. | Hsu-Yao Chen |
Male |
Feb. 01, 2023 |
0 | 0 | 0 | 0 | 0 | 0 | PhD in Management, Cheng Kung University Associate Manager, personnel Administration section |
None | None | None | None | None |
| Associate Manager, |
R.O.C. | Yu-Chin Lu |
Female | March 01, 2023 |
0 |
0 | 0 | 0 | 0 | 0 | International Business School Yieh Phui –Chief of Accounting Section |
None | None | None | None | None |
Note: 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.
40
III. Compensations to Directors, President, and Vice Presidents:
(I) Remuneration of Directors and Independent Directors (aggregate remuneration with name(s) indicated for each remuneration range)
Unit: NTS thousands December 31, 2021
| Title | Title | Name | Remuneration | Remuneration | Remuneration | Remuneration | Sum of Items A, B, C, and D to NIAT Ratio |
Sum of Items A, B, C, and D to NIAT Ratio |
Relevant Remuneration Received By Directors Who are Also Employees |
Relevant Remuneration Received By Directors Who are Also Employees |
Relevant Remuneration Received By Directors Who are Also Employees |
Relevant Remuneration Received By Directors Who are Also Employees |
Relevant Remuneration Received By Directors Who are Also Employees |
Relevant Remuneration Received By Directors Who are Also Employees |
Relevant Remuneration Received By Directors Who are Also Employees |
Relevant Remuneration Received By Directors Who are Also Employees |
Ratio of Total Compensation (A+B+C+D+E+ F+G) to Net Income (%) |
Ratio of Total Compensation (A+B+C+D+E+ F+G) to Net Income (%) |
Compensation from ventures other than subsidiaries or from the parent company (Note 1) |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base Compensation (A) |
Severance Pay and Pension (B) |
Director Remuneration (C) |
Business Execution Expenses (D) |
Salary, Bonuses, and Allowances (E) |
Severance Pay and Pension (F) |
Employee Compensation (G) | |||||||||||||||||
| The Company |
All companies in the consolidate d financial statements |
The Company |
All companies in the consolidated financial statements |
The Company |
All companies in the consolidated financial statements |
The Company |
All companies in the consolidated financial statements |
The Company |
All companies in the consolidated financial statements |
The Company |
All companies in the consolidated financial statements |
The Company |
All companies in the consolidated financial statements |
The Co | mpany | Compa Consolida Stat |
nies in the ted Financial ements |
The Company |
Companies in the Consolidated Financial Statements |
||||
| Cash amount |
Stock amount |
Cash amount |
Stock amount |
||||||||||||||||||||
| Director | Chairman | Kuo Chiao Investment & Development Co. Ltd Representative: I-Shou Lin |
7,096 | 11,036 | 38 | 38 | 282 | 282 | 576 | 1,284 | 7,992 0.99% |
12,640 1.56% |
6,548 | 8,143 | 1,895 | 1,895 | 14 | - | 14 | - | 16,450 2.03% |
22,693 2.80% |
11,726 |
| Director | Kuo Chiao Investment & Development Co. Ltd Representative: Lin-Maw Wu |
||||||||||||||||||||||
| Director | Chia Yuan Investment & Development Co., Ltd. Representative: Ping-Yung Liang |
||||||||||||||||||||||
| Director | Chia Yuan Investment & Development Co., Ltd. Representative: Ching-Tsung Huang |
41
| Independent | Independent | Chin-Shu Sun | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Director | Director | (until June 22) | ||||||||||||||||||||
| Independent | ||||||||||||||||||||||
| Te-Yuan Yang | ||||||||||||||||||||||
| Director | 2,746 | 3,705 | - | - | - | - | - | 356 | 2,746 0.34% |
4,061 0.50% |
- | - | - | - | - | - | - | - | 2,746 0.34% |
4,061 0.5% |
||
| Independent | ||||||||||||||||||||||
| Director | Wen-I Chang | |||||||||||||||||||||
| Independent | Chung-Wei Lee | |||||||||||||||||||||
| Director | (Since June 22) |
-
Please specify the independent director remuneration policy, system, standard, and structure, and the connection between the amount of remuneration and the factors, such as their job responsibilities, risks, and time contributed.
-
(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 bonus 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 for parent company/all companies included in the financial statements/investees): None
42
Table of Remuneration Range
| Table of Remuneration Ranges for Directors | Name of Director | Name of Director | Name of Director | Name of Director |
|---|---|---|---|---|
| Total of (A+B+C+D) | Total of (A+B+C+D+E+F+G) | |||
| The Company (Note 8) | All companies listed in this financial report (Note 9)H |
The Company (Note 8) |
All Companies in the Consolidated Financial Statements(Note 9)I |
|
| Less than NT$1,000,000 | Ching-Tsung Huang, Ping-Yung Liang, Chin-Shu Sun, Te-Yuan Yang, Wen-I Chang, Chung-Wei Lee, |
Ching-Tsung Huang, Ping-Yung Liang, Chin-Shu Sun, Chung-Wei Lee, |
Chin-Shu Sun, Te-Yuan Yang Wen-I Chang Chung-Wei Lee, |
Chin-Shu Sun, Chung-Wei Lee, |
| NT$1,000,000 (inclusive) –NT$2,000,000 (exclusive) | Te-Yuan Yang, Wen-I Chang |
Te-Yuan Yang, Wen-I Chang |
||
| NT$2,000,000 (inclusive) –NT$3,500,000 (exclusive) | Lin-Maw Wu | Lin-Maw Wu, Ching-Tsung Huang |
Ching-Tsung Huang | |
| NT$3,500,000 (inclusive) –NT$5,000,000 (exclusive) | ||||
| NT$5,000,000 (inclusive) –NT$10,000,000 (exclusive) | I-Shou Lin | I-Shou Lin, Lin-Maw Wu |
I-Shou Lin, Ping-Yung Liang |
I-Shou Lin, Lin-Maw Wu Ping-Yung Liang |
| NT$10,000,000(inclusive)–NT$15,000,000(exclusive) | ||||
| NT$15,000,000(inclusive)–NT$30,000,000(exclusive) | ||||
| NT$30,000,000(inclusive)–NT$50,000,000(exclusive) | ||||
| NT$50,000,000(inclusive)–NT$100,000,000(exclusive) | ||||
| Greater Than or Equal to NT$100,000,000 | ||||
| Total |
43
(III) Remuneration for President and Vice Presidents (aggregate remuneration with name(s) indicated for each remuneration range)
| December 31, 2022 | December 31, 2022 | December 31, 2022 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Salary (A) (Note 2) |
Severance Pay and Pension (B) |
Bonuses and Special Allowance etc. (C) (Note 3) |
Employee Remuneration (D) (Note 4) |
Sum of items A, B, C and D to net income after taxes (NIAT) Ratio (Note 8) |
Compensation from ventures other than subsidiaries or from the parent company (Note 9) |
|||||||
| The Company |
All companies in the consolidate d financial statements (Note5) |
The Company |
All companies in the consolidated financial statements (Note5) |
The Company |
All companies in the consolidated financial statements (Note5) |
The Company | All companies in the consolidated financial statements(Note5) |
The Company |
All companies in the consolidate d financial statements (Note5) |
|||||
| Cash | Stock | Cash | Stock | |||||||||||
| President | Lin-Maw Wu (till Jan. 31) |
14,784 | 16,207 | 12,498 | 12,498 | 5,170 | 6,300 | 32 | - | 32 | - | 32,483 4.01% |
35,037 4.33% |
583 |
| President | Cheng-Wu Chang (since Feb.1) |
|||||||||||||
| Executive VP concurrently serve as Vice President - Finance |
Yung-Hsien Chen (till Jan. 31) |
|||||||||||||
| 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 (till July,31) |
44
| Vice President - Engineering |
Yao-Hsing Chien (till Feb 28) |
||||
|---|---|---|---|---|---|
| Vice President | |||||
| - Administratio |
Wen-Pin Lin | ||||
| n | |||||
| Vice President | Wei-Kung | ||||
| - Engineering | Chang |
- Regardless of titles, compensations of employees with positions equivalent to President and Vice Presidents (such as General Manager, CEO, Director, etc.) shall be disclosed.
Table of Remuneration Range
| Range of Remuneration Paid to the President and Vice Presidents |
Name of the President and Vice Presidents | Name of the President and Vice Presidents |
|---|---|---|
| The Company (Note 6) | Companies in the Consolidated Financial Statements (Note 7) (E) |
|
| Less than NT$1,000,000 | Lin-Maw Wu,Yung-Hsian Chen | Lin-Maw Wu,Yung-Hsian Chen |
| NT$1,000,000(inclusive)–NT$ 2,000,000(exclusive) | ||
| NT$2,000,000 (inclusive) –NT$3,500,000 (exclusive) | Shih-Chi Yang, Wei-Kung Chang , Wei-Cheng Chen, Wen-Pin Lin |
Shih-Chi Yang , Wei-Cheng Chen Wei-Kung Chang, Wen-Pin Lin |
| NT$3,500,000(inclusive)–NT$5,000,000(exclusive) | Cheng-Wu Chang | |
| NT$5,000,000(inclusive)–NT$10,000,000(exclusive) | Ting-Kuo Shih | Cheng-Wu Chang,Ting-Kuo Shih |
| NT$10,000,000 (inclusive) –NT$15,000,000 (exclusive) |
Yang-Cheng Lan | Yang-Cheng Lan |
| NT$15,000,000 (inclusive) –NT$30,000,000 (exclusive) |
||
| NT$30,000,000 (inclusive) –NT$50,000,000 (exclusive) |
||
| NT$50,000,000 (inclusive) –NT$100,000,000 (exclusive) |
||
| Greater Than or Equal to NT$100,000,000 | ||
| Total |
45
(III) Names of Managerial Officers on Employees' Compensations and the Status of Distribution
| December 31, 2022 | December 31, 2022 | |||||
|---|---|---|---|---|---|---|
| Title | Name | Stock | Cash | Total | Ratio of Total Amount to Net Income (%) |
|
| Managers | Vice Chairman | Lin-Maw Wu | 0 | 251 | 251 | 0.0310% |
| President | Cheng-Wu Chang | |||||
| Executive Vice President | Yung-Hsien Chen | |||||
| Vice President - Global | Shih-Chi Yang | |||||
| Vice President - Production | Yang-ChengLan | |||||
| Vice President - Planning | Wei-ChengChen | |||||
| Vice President - Technology | Ting-Kuo Shih | |||||
| Vice President - Administration | Wen-Pin Lin | |||||
| Vice President - Engineering | Wei-KungChang | |||||
| Senior Consultant | Pyng-YeongLiang | |||||
| Senior Consultant | Ching-TsungHuang | |||||
| Assistant Vice President | Cheng-FengWu | |||||
| Associate Manager | Sheng-Wei Sung | |||||
| Assistant Vice President | Shun-Chin Tsao | |||||
| Professional Engineer | Wen-Chao Huang | |||||
| Senior Consultant | Tien-Chi Chang | |||||
| Associate Manager | Hui-FungLi | |||||
| Professional Engineer | Chin-Fu Huang | |||||
| Senior Consultant | Yong-FangZhang | |||||
| Professional Engineer | Chao-Hsien Li | |||||
| Professional Engineer | Chin-LiangTsai | |||||
| Associate Manager | Chi-Jui Chang | |||||
| Associate Manager | Chun-Kai Huang | |||||
| Associate Manager | Wei-Pin Kan | |||||
| Associate Manager | Chung-Chan Chiang | |||||
| Associate Manager | Wen-ChengPan | |||||
| Senior Manager | Chi-Chen Li | |||||
| Associate Manager | Tian-fu Hong | |||||
| Associate Manager | Yuan-HsingKuo | |||||
| Assistant Vice President | Ping-Lin Yang | |||||
| Senior Manager | Kuo-Lin Yang | |||||
| Professional Manager | Cheng-Yen Hsieh | |||||
| Associate Manager | Kuo-Yun Hsu | |||||
| Associate Manager | Hsuan-Chih Tuan | |||||
| Associate Engineer | Lin-Han Ke | |||||
| Associate Manager | Wen-HongChen | |||||
| Associate Manager | Ying-Nan Su | |||||
| Associate Manager | Mao-Lieh Huang | |||||
| Professional Manager | Zhen-HsiangLin | |||||
| Associate Manager | Wen-I. Weng | |||||
| Associate Manager | Ming-Chi Tien | |||||
| Associate Manager | Fu-Cai Huang | |||||
| Professional Manager | Yi-ChengLuo | |||||
| Professional Manager | Ji-Hua Wang | |||||
| Professional Manager | Zhi-Jian Cheng |
46
| Professional Manager | Jung-Chang Liao | |||||
|---|---|---|---|---|---|---|
| Professional Manager | Shen-Hsin Huang | |||||
| Associate Manager | Chia-En Kuo | |||||
| Associate Manager | Chia-Yu Cheng | |||||
| Professional Manager | Hui-Jung Liao | |||||
| Professional Manager | Chi-Min Chou | |||||
| Associate Manager | Wen-ChungTien | |||||
| Associate Manager | Chiu-Lin Pan | |||||
| Associate Manager | Chun-Jen Su | |||||
| Senior Consultant | Hsien-TungLiu | |||||
| Senior Manager | Wei-Min Chen | |||||
| Professional Manager | Chien-Hung Lin | |||||
| Special Assistant | Chia-ChengLin | |||||
| Senior Manager | Wen-Chih Liu | |||||
| Senior Manager | Chuan-HsiangHuang | |||||
| Senior Consultant | Ching-TsungHuang | |||||
| Senior Consultant | Hsien-Yao Chang | |||||
| Senior Manager | Wei-Cheng Chen | |||||
| Professional Manager | De-Ren Huang |
-
(IV) Name of employees receiving top 10 highest compensations and status of payment: Please refer to page 46 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 and future risks
(1) Analysis of the total compensations paid to the Company’s Directors, Supervisors, General Managers, and Deputy General Managers in the most recent two years and its proportion to NIAT.
years and its |
proportion to NIAT. |
proportion to NIAT. |
||
|---|---|---|---|---|
| 2021 | 2022 | |||
| 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 | 0.42% | 0.53% | 2.37% | 3.30% |
| President and Vice Presidents |
0.51% | 0.54% | 4.01% | 4.33% |
47
-
(2) Policies, standards, and packages of remuneration:
-
In accordance with Article 26 of the Corporate Charter, the Company pays fixed monthly traveling expenses to the Directors, monthly fixed remuneration and the same annual bonus to Independent Directors. The salary of the Chairman and Vice 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 directors who are also the employees or managerial officers is determined in accordance with the Company's remuneration system, and based on the overall operational performance of the company for the year, individual performance goals will be evaluated, as well as job responsibilities and reference to industry pay levels. The individual performance evaluation criteria include: 1. Planning ability, 2. Sense of responsibility, 3. Coordination skills, 4. Job performance, 5. Service value, 6. Professional expertise, and 7. Moral conduct.
-
In accordance with Article 30-1 of the Corporate Charter, the remuneration of the employees shall be more than 0.2% of the profits, if any, and the remuneration of the directors shall be less than 0.1%. In 2022, the remuneration of the managers was 0.2% of the profit and the remuneration of the directors was 0.05% of the profit.
-
(3) Procedures for setting remuneration and its relevance to business performance The remuneration of directors and managerial officers shall be evaluated by the Company's Compensation Committee (at least once a year) for the reasonableness of the salary and compensation policy, system, standards, and structure. The Committee shall refer to the overall operational performance of the company as well as individual performance achievement rates (as stated in the aforementioned performance evaluation criteria) and contributions to the company's performance when considering the remuneration of directors who are also employees and managerial officers, and shall provide reasonable compensation. The recommendations shall be reviewed by the Compensation Committee and submitted to the Board of Directors for discussion.
48
| IV. Implementation of Corporate Governance (I) Operations of the Board of Directors The Board of Directors met 9 times in 2022. Attendance is as follows: |
IV. Implementation of Corporate Governance (I) Operations of the Board of Directors The Board of Directors met 9 times in 2022. Attendance is as follows: |
IV. Implementation of Corporate Governance (I) Operations of the Board of Directors The Board of Directors met 9 times in 2022. Attendance is as follows: |
IV. Implementation of Corporate Governance (I) Operations of the Board of Directors The Board of Directors met 9 times in 2022. Attendance is as follows: |
IV. Implementation of Corporate Governance (I) Operations of the Board of Directors The Board of Directors met 9 times in 2022. Attendance is as follows: |
IV. Implementation of Corporate Governance (I) Operations of the Board of Directors The Board of Directors met 9 times in 2022. Attendance is as follows: |
|---|---|---|---|---|---|
| Title | Name (Note 1) | Times of attendance in person |
By Proxy |
Percentage of attendance in person (%) (Note 2) |
Remark |
| Chairman | Kuo Chiao Investment & Development Co., Ltd. Representative: I-Shou Lin |
13 |
0 | 100.00% | Re-elected on June 23, 2022 |
| Director c | Kuo Chiao Investment & Development Co., Ltd. Representative: Lin-Maw Wu |
13 | 0 | 100.00% | Re-elected on June 23, 2022 |
| Director a | Chia Yuan Investment & Development Co., Ltd. Representative: Pyng-Yeong Liang |
8 | 0 | 100.00% | New appointment on June 23, 2022 |
| Director a | Chia Yuan Investment & Development Co., Ltd. Representative: Ching-Tsung Huang |
8 | 0 | 100.00% | New appointment on June 23,2022 |
| Director c | Kuo Chiao Investment & Development Co., Ltd. Representative: Pyng-Yeong Liang |
5 | 0 | 100.00% | Dismissal on June 23, 2022 |
| Director c | Kuo Chiao Investment & Development Co., Ltd. Representative: Ching-Tsung Huang |
5 | 0 | 100.00% | Dismissal on June 23, 2022 |
| Independent Director a |
Der-Yuan Yang | 13 | 0 | 88.89% | Re-elected on June 23, 2022 |
| Independent Director |
Chin-Su Sun | 5 | 0 | 100.00% | Dismissal on June 23, 2022 |
| Independent Director b |
Wen-Yi Chang | 13 | 0 | 100.00% | Re-elected on June 23, 2022 |
| Independent Director d |
Chung-Wei Lee | 8 | 0 | 100.00% | New appointment on June 23, 2022 |
49
Other required disclosure:
-
I. With regard to the operations of the Board of Directors, if any of the following circumstances occur, the dates, terms of the meetings, contents of motions, all independent directors’ opinions, and the Company’s response shall be specified: Please visit Operations of the Audit Committee.
-
(I) Matters referred to 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 57 to page 58.
-
(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: The independent directors of the Company agreed to all the major proposals of the board of directors, without any objection or reservation.
-
II. Regarding recusals of directors 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 on page 51.
-
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 on page 54.
-
IV. Measures taken to strengthen the function of the Board (including establishing the Audit Committee and enhancing information transparency) and results thereof:
-
On March 21, 2019, the Board of Directors established corporate governance supervisor, and on January 19, 2022, the Company changed corporate governance supervisor due to post changes. The supervisor is 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.
-
The Board of Directors, functional Committees and Individual Directors are regularly assessed and the assessment results are submitted to the Board of Directors on January 11, 2023.
-
3.Conduct 6 hours of further education courses for directors to enhance their professional knowledge.
-
4.The Company website discloses the quarterly and annual financial report and company regulations in English
50
Note 1
| Date | Proposal | Contents of Motions | Resolution | Reasons for avoiding Conflicts of Interest |
|---|---|---|---|---|
| Jan. 19, 2022 |
Proposal 3 |
To discuss the salary adjustment and payment amount of the chairman this year approved by the Remuneration Committee of the Company. |
Other than those Directors who recused 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 third proposal involves the remuneration of the chairman, which is related to his own interests, he should withdraw. The chairman is requested to appoint a director to discuss this proposal on his behalf, and the chairman has appointed Director Lin-Maw Wu as the chairman of this proposal. |
| Jan. 19, 2022 |
Proposal 4 |
To discuss the 2021annual (including years of service) and special incentive bonuses for the Chairman approved by the Remuneration Committee. |
Other than those Directors who recused 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 fourth proposal involves the remuneration of the chairman I- Shou Lin and the special incentive bonuses, which is related to his own interests, he should withdraw. The chairman is requested to appoint a director to discuss this proposal on his behalf, and the chairman has appointed Director Lin-Maw Wu as the chairman of this proposal. |
| Jan. 19, 2022 |
Proposal 5 |
To discuss the salary adjustment of Independent Directors this year approved by the Remuneration Committee of the Company. |
Other than those Directors who recused 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 salary adjustment to the Independent Directors, namely, Chin-Su Sun, Der-Yuan Yang and Wen-Yi Chang, therefore, they recused themselves from the meeting to avoid conflict of interest |
| Jan. 19, 2022 |
Proposal 6 |
To discuss the salary adjustment of the Remuneration Committee this year approved by the Remuneration Committee of the Company. |
Other than those Directors who recused 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 6th proposal was related to the salary adjustment to the Remuneration Committee, namely, Chin-Su Sun, Der-Yuan Yang and Wen-Yi Chang, therefore, they recused themselves from the meeting to avoid conflict of interest |
| Jan. 19, 2022 |
Proposal 7 |
To discuss the year- end bonus approved by the Company's Remuneration Committee for Independent Directors concurrently serving as Audit Committee members. |
Other than those Directors who recused 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 7th proposal was related to year-end bonus paid to the audit committee members, namely, Chin- Su Sun, Der-Yuan Yang and Wen- Yi Chang, therefore, they recused themselves from the meeting to avoid conflict of interest |
| Jan. 19, 2022 |
Proposal 8 |
To discuss the year- end bonus approved by the Company's Remuneration Committee for Independent Directors concurrently serving as Renumeration Committee members. |
Other than those Directors who recused 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 8th proposal was related to year-end bonus paid to the Remuneration Committee members, namely, Chin-Su Sun, Der-Yuan Yang and Wen-Yi Chang, therefore, they recused themselves from the meeting to avoid conflict of interest |
| Jan. 19, 2022 |
Proposal 9 |
To discuss the salary adjustment and payment amount of the Managerial Officer this year approved by |
Other than those Directors who recused from participation, discussion, and voting at the meeting as required by law, all |
Since the 9th proposal was related to the remuneration paid to President Lin-Maw Wu and the senior consultant Ching-Tsung Huang, they recused themselves |
51
| the Remuneration Committee of the Company. |
Directors presented at the meeting did not present any objection and approved the proposal as proposed. |
from the meeting to avoid conflict of interest. |
||
|---|---|---|---|---|
| Jan. 19, 2022 |
Proposal 10 |
To discuss the 2021 annual (including years of service) and special incentive bonuses for the managerial officer approved by the Remuneration Committee. |
Other than those Directors who recused 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 10th proposal was related to the year-end (including years of service) and performance 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. |
| Feb. 14, 2022 |
Proposal 1 |
To discuss the salary and payment amount of the Vice Chairman approved by the Remuneration Committee of the Company. |
Other than those Directors who recused 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 first proposal was related to the remuneration paid to Vice Chairman Lin-Maw Wu which is related to his own interests, he should withdraw. |
| Mar. 09, 2022 |
Proposal 2 |
To discuss the 2021 employee compensation and director remuneration distribution plan |
Other than those Directors who recused 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 proposal discussed compensations for Chairman and managerial officer; therefore, the Chairman are required to recuse himself from the meeting to avoid conflict of interest. Chairman shall appoint a Director to preside over the meeting when discussing the proposal. The Chairman appointed Director Chin-Su Sun to preside over the meeting when discussing the 1st proposal. |
| June 16, 2022 |
Proposal 4 |
To discuss the proposed item is to sponsor the funding for the installation of emergency power generation equipment at I-Shou University. |
Other than those Directors who recused 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 proposal 4th requires Chairman I-Shou Lin and Director Ching-Tsung Huang (director of I- Shou University) to recuse from the meeting, I-Shou Lin appointed Director Lin-Maw Wu as the acting Chairman of the proposal 4. |
| July 6, 2022 |
Proposal 4 |
To discuss the salary structure and payment amounts proposed by the company's Remuneration Committee for the Chairman and Vice Chairman. |
Other than those Directors who recused 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 proposal 4th requires Chairman I-Shou Lin and Vice Chairman Lin-Maw Wu to recuse from the meeting, I-Shou Lin appointed Director Der-Yuan Yang as the acting Chairman of the proposal 4. |
| July 6, 2022 |
Proposal 5 |
To discuss the structure and amount of the managers' remunerations proposed by the Remuneration Committee. |
Other than those Directors who recused 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 proposal 5th discusses the remuneration of and senior consultant Ching-Tsung Huang, which is related to his own interests, he should withdraw. |
| July 6, 2022 |
Proposal 6 |
To discuss the monthly traveling expenses for directors proposed by |
Other than those Directors who recused from participation, discussion, |
Since the proposal 6th discussed the traveling expenses of Chairman I.S. Lin, Director Lin-Mao Wu, |
52
| the Remuneration Committee. |
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. |
Director Pyng-Yeong Liang and Director Chin-Tsung Huang; therefore, they recused themselves from the meeting to avoid conflict of interest and Independent Director Der-Yuan Yang has been appointed as the acting Chairman. |
||
|---|---|---|---|---|
| July 6, 2022 |
Proposal 7 |
To discuss the remuneration for independent directors proposed by the Remuneration Committee. |
Other than those Directors who recused 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 proposal 7th was related to remunerations paid to Independent Directors Der-Yuan Yang, Wen-Yi Chang and Chung- Wei Lee; therefore, they recused themselves from the meeting to avoid conflict of interest. Resolution: |
| July 6, 2022 |
Proposal 8 |
To discuss the remuneration for members of the Remuneration Committee proposed by the committee itself. |
Other than those Directors who recused 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 proposal 8th was related to traveling expenses paid to Der- Yuan Yang, Wen-Yi Chang and Chung-Wei Lee of remuneration committee; therefore, they recused themselves from the meeting to avoid conflict of interest. |
| Aug. 8, 2022 |
Proposal 3 |
To discuss the proposed item for discussion is the sale of a portion of the land, building, and salt field in the Yulin section of Qiaotou District owned by our company to our subsidiary, Shin Yang Steel Co., Ltd |
Other than those Directors who recused 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 proposal 3th requires Chairman I-Shou Lin (director of Shin Yang Steel) to recuse from the meeting, I-Shou Lin appointed Director Pyng-Yeong Liang as the acting Chairman of the proposal 3th |
| Nov. 22, 2022 |
Proposal 2 |
To discuss the proposed item is the disposal of the property usage rights asset of our subsidiary, Yieh Hsing Enterprise Co., Ltd. |
Other than those Directors who recused 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 proposal second requires Chairman I-Shou Lin and Lin-Mao Wu (director of Yieh Hsing Enterprise) to recuse from the meeting, I-Shou Lin appointed Director Pyng-Yeong Liang as the acting Chairman of the proposal second. |
53
Note 2 Evaluation the performance of the Board of Directors
| Evaluati on cycle |
Period | Scope | Methods | Content |
|---|---|---|---|---|
| Once a year |
Jan. 01, 2022~ Dec. 31, 2022 |
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) 4. Selection and continuing education of the directors (5 items) 5. Internal control (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 of the Company's operation (7 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 |
Internal self-evaluation of functional committees (the Audit Committee) |
1. Participation of the Company's operation (4 items) 2. Recognition of the duties of the Audit Committee (4 items) 3. Improving the Audit Committee's decision-making (6 items) 4. Composition of the Audit Committee, and the election and appointment of committee members (3 items) 5. Internal control (3 items) Evaluation result: Better than Standard |
||
| Remuneration Committee |
Internal self-evaluation of functional committees (the Remuneration Committee) |
1. Participation of the Company's operation (4 items) 2.Recognition of the duties of the Remuneration Committee (3 items) 3.Improving the Remuneration Committee's decision- making (6 items) 4.Composition of the Remuneration Committee, and the election and appointment of committee members (3 items) Evaluation result: Better than Standard |
54
(II) Operations of the Audit Committee:
Operations of the Audit Committee:
The Audit Committee met 8 times in 2021. 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 1,2) |
Remark |
|---|---|---|---|---|---|
| Independent Director a |
Der-Yuan Yang |
10 | 0 | 100.00% | Re-elected on June 23,2022 |
| Independent Director b |
Chin-Su Sun |
4 | 0 | 100.00% | Dismissal on June 23,2022 |
| Independent Director c |
Wen-Yi Chang |
10 | 0 | 100.00% | Re-elected on June 23,2022 |
| Independent Director d |
Chung- Wei Lee |
6 | 0 | 100.00% | New appointment on June 23,2022 |
| Other required disclosure: 1. With regard to the operations of the Audit Committee, if any of the following circumstances occur, the dates, terms of the meetings, contents of motions, the objections, reservations and major suggestions of the independent directors, all Audit Committee resolutions, and the Company’s response to 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. Regarding recusals of independent directors due to conflicts of interests, the names of the independent directors, contents of motions, reasons for recusal, and results of voting shall be specified: None III. Communications between the independent directors, the Company's chief internal auditor, and CPAs (shall include the material items, methods and results of audits of corporate finance or operations, etc.). Notes: (I) Communications between the internal auditor and Independent Directors once a year. The communication status: 1. 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. 2. Seminar held on March 09, 2022: Audit Business Report Implementation Status. ● Matters declared to the competent authority. ● Sound audit report related operations. |
55
The Company's independent directors have maintained optimal communication with the head of internal audit. There are no suggestions in this meeting.
-
(II) Communication between the Company's CPA and Independent Directors twice a year. The communication status :
-
Meeting on March 09, 2022 Communicated with the governing body and discussed audit conclusion matters for Yieh Phui Enterprise Co., Ltd. in 2021.
-
Meeting on November 07, 2022 Communicated with the governing body and discussed audit planning matters for Yieh Phui Enterprise Co., Ltd. in 2022.
-
Communications between the Company's Independent Directors and CPAs are
-
effective, where consensus over various communication matters is achieved. There are no suggestions in this meeting.
Please visit Yieh Phui’s website for the aforementioned communication matters.
Note 1
- (I) 2022 Work Focus:
The Audit Committee held 10 meetings in 2022, mainly reviewing:
-
Quarterly financial Statements
-
Evaluation 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
-
The distribution of retained earnings
56
(II) 2022 Operation:
| Audit Committee date and term |
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. |
|---|---|---|---|
| First meeting January 19,2022 |
1.The proposed change of the financial supervisor of our company is up for discussion. 2.The proposed change of the accounting supervisor of our companyis upfor discussion. |
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) |
| Second meeting March 09, 2022 |
1. Proposed 2021 Business Report, Individual Financial Statements and Consolidated Financial Statements. 2. Proposal on Modifying the “Procedures for Acquisition and Disposal of Assets. 3. Proposal on Modifying the “Corporate Governance Principles “. 4. Proposal on Modifying the “Audit Committee Charter “. 5. The proposed addition of the operational procedure "Preparation and Verification of Sustainability Reports" under the "General Management" section of our company's internal control system is up for discussion. 6. Submit the 2021 Statement of Internal Control System of the Company. 7. To discuss the Company's intent to engage in the forward exchange derivatives transactions. |
V | |
| Third meeting May 04, 2022 |
1. Approve the distribution of retained earnings for 2021. 2. Discussion on the distribution of the stock dividend of the bonus for stockholders and the transfer of earnings as capital for 2021 3. The proposed review item is the consolidated financial statements for the first quarter of the fiscal year 2022 of our company. 4. To discuss the payments paid to CPAs for 2022, and to assess their independence. 5. The proposed item is the lifting of restrictions on director non-compete clauses. 6. The proposed item for discussion is the filing of an application to the Fair-Trade Commission by our company and Yieh United Steel Corporation for the joint operation of Tang Rong Iron Works Co., Ltd. through a business combination. 7. To discuss the Company's intent to engage in the forward exchange derivatives transactions. |
V | |
| 4th meeting June 16, 2022 |
1. Amendment to the Company's "Internal Control System of the Shareholder Service Unit." 2. The proposed discussion topic is the risk assessment and response measures regardingenvironmental,social,and |
V |
57
| corporate governance (ESG) issues related to our company's operations. 3. The proposed item is to sponsor the funding for the installation of emergency power generation equipment at I-Shou University. |
|||
|---|---|---|---|
| 5th meeting July 06, 2022 |
1. To discuss the Company's intent to engage in the forward exchange derivatives transactions. |
V | |
| 6th meeting August 08, 2022 |
1. The proposed review item is the consolidated financial statements for the second quarter of the fiscal year 2022 of our company. 2. The proposed item for discussion is the sale of a portion of the land, building, and salt field in the Yulin section of Qiaotou District owned by our company to our subsidiary, Shin Yang Steel Co., Ltd. 3. To discuss the loan with United Brightening Development Corp. 4. To discuss the loan with Kuo Chang Enterprise Co., Ltd. 5. Matters respecting the Company acting as joint guarantor and co-issuer of promissory notes for joint credit applications of subsidiary Yieh Phui (Hong Kong) Holdings Limited. 6. To discuss the Company's intent to engage in the forward exchange derivatives transactions. |
V | |
| 7th meeting September 21, 2022 |
1. To discuss the Company intends to participate in the capital increase of Hong Yuh Assets Management Co.,Ltd. |
V | |
| 8th meeting November. 07, 2022 |
1. The proposed review item is the consolidated financial statements for the third quarter of the fiscal year 2022 of our company. 2. To discuss the Company's intent to engage in the forward exchange derivatives transactions. |
V | |
| 9th meeting November 22 |
1. The proposed item is the acquisition of the property usage rights asset of our subsidiary, Shin Yang Steel Co., Ltd. 2.The proposed item is the disposal of the property usage rights asset of our subsidiary, Yieh Hsing Enterprise Co., Ltd. |
||
| 10th meeting December 21 |
1. To discuss 2022 Audit Plan. 2. To discuss the amendment to internal control "General Management" 3.The proposed item is the revision of the "Accounting System" of our company, which is up for discussion. 4.The proposed item is the establishment of a cybersecurity policy, the formation of a cybersecurity implementation team, and the planning of cybersecurity management, which are up for discussion. 5. The proposed item is the formulation of the "Risk Management Policy and Procedures" of our company, which is upfor discussion. |
In 2022, the Audit Committee had no objections, reservations or major suggestions from independent directors.
58
(III) The Differences between the Corporate Governance Practice of the Company and the “Guideline for TWSE/TPEx Listed Companies Governance”
Governance” |
Governance” |
Governance” |
||
|---|---|---|---|---|
| Evaluation Item | Current Operation (Note) | Deviations from the Corporate Governance Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
||
| Yes | No | Description | ||
| I. Has the Company established and disclosed its Corporate Governance Best-Practice Principles based on the Corporate Governance Best- Practice Principles or 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 March 9, 2022 |
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. Shareholding structure & shareholders' rights (I) Does the Company establish internal operating procedures to deal with shareholders’ suggestions, doubts, disputes, and litigations, and implement based on the procedures? (II) Does the Company possess a list of its major shareholders with controlling power as well as the ultimate owners of those major shareholders? (III) Has the Company established, and does it execute, a risk management and firewall system within its affiliated companies? (IV) Has the Company established internal rules against insiders trading with undisclosed information? |
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 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 established the " the Procedure for Handling of Internal Material Information," "Code of Ethics," and "Code of Conduct for Business Integrity." The "Corporate GovernancePractices Guidelines"strictly |
(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 difference is found between the Company's practices and Article 14 of the Corporate GovernanceBest |
59
| Evaluation Item | Current Operation (Note) | Current Operation (Note) | Current Operation (Note) | Deviations from the Corporate Governance Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| prohibit insider trading, which refers to the use of undisclosed material information to buy or sell securities in the market. |
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. Composition and responsibilities of the Board of Directors (I) Does the board of directors formulate diversification policies, specific management objectives and implement them? (II) Does the Company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee? (III) Has the Company established standards to measure the performance of the Board, and does the Company implement such annually, and report the results of evaluations to the Board, and use them as a reference for individual directors' remuneration and nomination and renewal? (IV) Does the Company regularly evaluate the independence of the CPAs? |
V V V |
V | (I) The Company has clearly regulated the diversification policy of the board of directors in Article 20 of the Corporate Governance Best Practice Principles. The composition of the board of directors of the Company is based on the scale of the Company's operation and development and the shareholding of major shareholders, and the practical needs. When considering and screening the candidates for directors, the Company would measure the professional background, academic (working) experience, integrity or related professional qualifications based on the principle of diversification. At present, all directors and independent directors of the Company have complete and rich academic and working experience and the composition is diversified. Please refer to page 25-27 to the diversification policies of the board of directors, the specific management objectives and the implementation? (II) The Company set up functional Committees in compliance with relevantregulations. |
(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's practices 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 |
60
| Evaluation Item | Current Operation (Note) | Current Operation (Note) | Current Operation (Note) | Deviations from the Corporate Governance Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| (III) The Company passed the performance appraisal method at the Board meeting on March 09, 2022, and conducts performance appraisal regularly every year, and the evaluation should be performed by an external independent professional agency or team of external experts and scholars when necessary. The results of the 2022 performance appraisal exceeded the standard. Please refer to the Company's website for relevant contents, and it has been submitted to the Board of Directors on March 09, 2023 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 March 09, 2023. It carried out assessment on the independence of CPA Ling-Wen Huang and CPA Shu-Man Tsai of the Crowe (TW) CPAs, both of whom are qualified for being the Company's CPAs. Evaluation Item: 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 |
Best Practice Principles for TWSE/TPEx Listed Companies. |
61
| Evaluation Item | Current Operation (Note) | Current Operation (Note) | Current Operation (Note) | Deviations from the Corporate Governance Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| 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 and Independence Declaration Letter." |
||||
| IV. Does the Company appoint a suitable number of competent personnel and a supervisor responsible for corporate governance matters (including but not limited to providing information for directors and supervisors to perform their functions, assisting directors and supervisors with compliance, handling work related to meetings of the Board of Directors and the shareholders' meetings, and producing minutes of Board meetings and shareholders' meetings)? |
V |
The finance department is a part-time corporate governance unit. On March 31, 2019, the Board of Directors is in charge of corporate governance by designating the Assistant Manager of Finance 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' meeting according to law, making minutes of the Board of Directors and shareholders' meeting, and other matters stipulated in the Articles of Incorporation or contract. The corporate governance officer has completed 20 hours of training courses in 2022. Please refer to (Note 1) for the information of training courses. |
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. |
62
| Evaluation Item | Current Operation (Note) | Current Operation (Note) | Current Operation (Note) | Deviations from the Corporate Governance Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| V. Has the Company established communication channels and built a dedicated section on its website for stakeholders (including but not limited to shareholders, employees, customers, and suppliers) to respond to material corporate social responsibility issues in a proper manner? |
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 policies accordingly. |
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. Has the Company appointed a professional shareholder service agency to deal with shareholder 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) Does the Company have a corporate website to disclose both the Company’s financial standings and corporate governance status? (II) Does the Company have other information disclosure channels (e.g., setting up an English website, appointing designated people to handle information collection and disclosure, creating a spokesman system, and webcasting investor conferences)? (III) Does the Company announce and report annual financial statements within two |
V V |
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 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. |
(I) 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. (II) No significant difference is found between the Company's practices and Article 57 of the |
63
| Evaluation Item | Current Operation (Note) | Current Operation (Note) | Current Operation (Note) | Deviations from the Corporate Governance Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| months after the end of each fiscal year, and announce and report the financial statements of the first three quarters, as well as monthly operation results, before the prescribed time limit? |
Two investors conferences were held in 2022, 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. (III) There are some differences 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. Is there any other important information to facilitate a better understanding of the Company’s corporate governance practices (including but not limited to employee rights, employee wellness, investor relations, supplier relations, stakeholder rights, directors’ and supervisors’ training records, implementation of risk management policies and risk evaluation measures, implementation of customer policies, and participation in liability insurance by directors and supervisors)? |
v |
1. For employee rights and benefits, please refer to P144-148. 2. The Company has set up an online platform with disclosure of the contact number and email of the 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 tominimizeits potentialoperation risks. |
No significant difference is found between the Company's practices and Article 39, 47, 49, 50, 51, 52, and 53 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
64
| Evaluation Item | Current Operation (Note) | Current Operation (Note) | Current Operation (Note) | Deviations from the Corporate Governance Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| 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 4, 2023. 6. For the Company's "Directors' and Supervisors' Continuing Education", please refer to the Directors' Continuing Education section in this annual report. (Note 2) |
||||
| IX. Please explain the improvements made in accordance with the Corporate Governance Evaluation results released by the Taiwan Stock Exchange’s Corporate Governance Center, and provide the priorities and plans for improvement with items yet to be improved. (Leave blank if the company was not evaluated.) Evaluation Indicators 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 2023, a plan will be proposed and presented to the Board of Directors. Evaluation Indicators Priority improvement and actions for items not yet improved Has the company uploaded an English version of its sustainability report on the Public Information Observation System and the company's website? Will the company plan to upload an English version of its sustainability report on the Public Information Observation System and the company's website in 2023 |
Note: Provide a brief description in the appropriate column, regardless whether yes or no is selected.
65
Note 1: The continuing education of the Corporate Governance Officer: 2022
| Title | Name | Date | Organizer | Course Name | Number of Hours |
|---|---|---|---|---|---|
| Chief Corporate Governance Officer |
Huang ,Mao Lieh |
April 22, 2022 | Taiwan Institute for sustainable Energy |
TaiShin 30 Sustainable Zero Summit - Achieving Sustainability 2030 Through Serious Zeroing Efforts |
3 |
| May 20, 2022 | Securities & Futures Institute |
2022 Insider Trading Prevention Awareness Conference |
3 | ||
| July 7, 2022 | wse, Taipei Exchange | Sustainable Development Roadmap Industry Advocacy Conference |
2 | ||
| October 05, 2022 | Taiwan Corporate Governance Association |
How Directors and Supervisors Supervise Companies to Manage Corporate Risk and Crisis Response |
3 | ||
| October 05, 2022 | Taiwan Corporate Governance Association |
What Investors are Thinking - Discussing Corporate Sustainable Transformation from the Perspective of ESG Investment and Financing |
3 | ||
| October 07, 2022 | Twse, Taipei Exchange | Release of Reference Guidelines for Independent Directors and Audit Committees of Listed Companies in 2022 and Directors and Supervisors Advocacy Conference |
3 | ||
| October 26, 2022 | Securities & Futures Institute |
2022 Legal Compliance Promotion Conference on Insider Stock Trading by Insiders |
3 | ||
| Total | 20 |
Note 2: The continuing education of the Directors in 2022:
| Title | Name | Date | Organizer | Course | Number of Hours |
|---|---|---|---|---|---|
| Chairman | I-Shou Lin | October 05, 2022 |
Taiwan Corporate Governance Association |
How Directors and Supervisors Supervise Companies to Manage Corporate Risk and Crisis Response |
3 |
| What Investors are Thinking - Discussing Corporate Sustainable Transformation from the Perspective of ESG Investment and Financing |
3 | ||||
| Director | Lin-Maw Wu |
October 18, 2022 |
The Institute of internal Auditors- Chinese |
Risk-based Internal Audit Methods and Practices | 6 |
66
| Director | Pyng- Yeong Liang |
October 05, 2022 |
Taiwan Corporate Governance Association |
How Directors and Supervisors Supervise Companies to Manage Corporate Risk and Crisis Response |
3 |
|---|---|---|---|---|---|
| What Investors are Thinking - Discussing Corporate Sustainable Transformation from the Perspective of ESG Investment and Financing |
3 | ||||
| Director | Ching- Tsung Huang |
October 05, 2022 |
Taiwan Corporate Governance Association |
How Directors and Supervisors Supervise Companies to Manage Corporate Risk and Crisis Response |
3 |
| What Investors are Thinking - Discussing Corporate Sustainable Transformation from the Perspective of ESG Investment and Financing |
|||||
| Independent Director | Der-Yuan Yang |
October 05, 2022 |
Taiwan Corporate Governance Association |
How Directors and Supervisors Supervise Companies to Manage Corporate Risk and Crisis Response |
3 |
| What Investors are Thinking - Discussing Corporate Sustainable Transformation from the Perspective of ESG Investment and Financing |
3 | ||||
| Independent Director |
Chung-Wei Lee, |
October 05, 2022 |
Taiwan Investor Relations Institute | How Directors and Supervisors Supervise Companies to Manage Corporate Risk and Crisis Response |
3 |
| Taiwan Corporate Governance Association |
What Investors are Thinking - Discussing Corporate Sustainable Transformation from the Perspective of ESG Investment and Financing |
3 | |||
| October 07, 2022 |
Twse, Taipei Exchange | Publication of Reference Guidelines for the Exercise of Duties by Independent Directors and Audit Committees, and Directors and Supervisors Advocacy Conference. |
3 | ||
| October 26, 2022 |
Securities & Futures Institute | 2022 Legal Compliance Promotion Conference on Insider Stock Trading by Insiders |
3 | ||
| Independent Director |
Wen-Yi Chang |
October 05, 2022 |
Taiwan Corporate Governance Association |
How Directors and Supervisors Supervise Companies to Manage Corporate Risk and Crisis Response |
3 |
| What Investors are Thinking - Discussing Corporate Sustainable Transformation from the Perspective of ESG Investment and Financing |
3 |
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(VI) Professional Qualifications and Independence Analysis of Remuneration Committee Members
December 31, 2022
| Title (Note 1) Name |
Criteria | Professional qualifications and experience(Note 2) |
Independence Criteria (Note 3) |
Number of Other Public Companies Where the Individual Concurrently Serves as a Remuneration Committee Member |
|---|---|---|---|---|
| Independent Director Convener |
Te-Yuan Yang | Please refer to page 24 and Annex 1 for information on the directors and supervisors' professional qualifications and experience (Part I). |
Please refer to page 24and Annex 1 for information on the independence status of the directors and supervisors (Part I). |
1 |
| Independent Director |
Chung-Wei Lee |
0 | ||
| Independent Director |
Wen-I Chang | 1 |
-
Note 1.Please specify the relevant years of service, professional qualifications, experience and independence of each member of the Remuneration Committee in the form. If you are an independent director, please refer to the information of directors and supervisors (I) in Table 1 on page OO. For the title, please fill in director, independent director, or others (please take a mark if you are the convener).
-
Note 2.Professional qualifications and experience: Specify the professional qualifications and experience of individual members of the Remuneration Committee.
-
Note 3.Independence Criteria: State the independence of the members of the Remuneration Committee, including but not limited to whether themselves, their spouses and relatives within the second degree are directors, supervisors or employees of the Company or its affiliated enterprises; the number and proportion of shares held by themselves, their spouses and relatives within the second degree (or in the name of others); whether they are the directors, supervisors or employees of a company with a specific relationship with the Company (refer to the provisions of Article 6, Paragraph 1, Subparagraph 5-8 of the Measures for the Establishment and Exercise of Functions and Powers of Remuneration Committees of Companies Whose Shares are Listed or Traded on the Business Premises of Securities Firms); amount of remuneration obtained for providing business, legal affairs, finance, accounting and other services to the Company or its affiliated enterprises in the last two years.
-
Note 4.Please refer to the best practice reference examples on the website of Corporate Governance Center of Taiwan Stock Exchange for the disclosure method.
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Operation Status of the Remuneration Committee
I. There are three members in the Remuneration Committee of the Company.
II. The current term of office: From June 23, 2022 to June 22, 2025. The Remuneration Committee held 2 meetings from January to March 2023 and 4 meetings (A) in 2022, in which the qualification and attendance of the Remuneration Committee members are stated as follows:
| Title | Name | Attendanc e in Person (B) |
By Proxy |
Attendanc e Rate (%) (B/A) (Note) |
Term | Remark |
|---|---|---|---|---|---|---|
| Convener | Der-Yuan Yang |
4 | 0 | 100% | June 23, 2022 ~June 22, 2025. |
Scope of Authority: Discuss and vote on matters related to remuneration at the Company, and submit proposals and recommendations to the Board of Directors. |
| Committee Member |
Chin-Su Sun |
3 | 0 | 100% | Dismissal on June 23,2022 |
|
| Committee Member |
Wen-Yi Chang |
4 | 0 | 100% | June 23, 2022 ~June 22, 2025. |
|
| Committee Member |
Chung- Wei Lee |
1 | 0 | 100% | June 23, 2022 ~June 22, 2025. |
|
| Regular review of Remuneration: The responsibilities of the Remuneration Committee of the Company is to hold at least two meetings to evaluate the remuneration policy and system for directors and managerial officers, and convene meetings when necessary, and to submit its suggestions to the Board of Directors as a reference in the decision-making process. 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 2021 Remuneration Committee Meeting: Please refer to page70-71(Note 1) on the discussion and result of resolutions of the Remuneration Committee and the Company's handling of opinions of the Committee from 2022 to March 2023: Other required disclosure: Ⅰ.If the Board of Directors refuses to adopt or amend a recommendation from the Remuneration Committee, the date of the meeting, session, contents of the motions, resolution by the Board of Directors, and the Company’s response to the Remuneration Committee’s opinion (e.g., the circumstances and cause for the difference if the remuneration passed by the Board of Directors exceeds the recommended amount by the Remuneration Committee) shall be specified: None II. If there were resolutions by the Remuneration Committee to which members have dissenting or qualified opinions, and for which there is a record or declaration in writing, the date of the meeting, session, contents of the motions, all members’ opinions, and the response to members’opinions shall be specified: None |
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Note 1
| Note 1 | |||
|---|---|---|---|
| Date of Meeting |
Contents of Motions | Resolution Results |
The Company's actions in response to the opinions of the Remuneration Committee |
| The 7th meeting of the 4th term Jan. 19,2022 |
1. To discuss the adjustment of the performance goals of the directors and managers and the salary and remuneration system and structure of the Company. 2. Review of the increase in employee salaries and wages, and the adjustment and amount of the Chairman's remuneration of the year 3. Review of the 2021 year-end (including years of service) and performance bonus for the Chairman 4. To discuss the Company's plan to adjust the remuneration of independent directors, 5. To discuss the Company’s intention to adjust the remuneration of the members of the Remuneration Committee. 6. Review of the year-end bonus for the independent directors, who are also a member of the Audit Committee 7. Review of the year-end bonus for the independent directors, who are also a member of the Remuneration Committee 8. To discuss the annual increase in employee salaries and wages, adjustment and amount of the managerial officers' remuneration 9. Review of 2021 year-end (including years of service) and performance bonus for the Company's Remuneration Committee. |
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 8th meeting of the 4th term Feb. 14, 2022 |
1. To review Lin-Maw Wu’s remuneration as the vice Chairman of the Company. 2. To review Chen-Wu Chang’s remuneration as President's of the Company |
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 9th meeting of the 4th term March 9,2022 |
1. Review and discuss the 2021 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 |
| The First meeting of the 5th term July 6, 2022 |
1. Discuss the target, achievement and remuneration system and structure of directors and managers 2. Discuss the salary structure and payment amount of the Chairman and Vice Chairman of the Company 3. Discuss the salary structure and payment amount of the Company's executives. 4. Discuss the monthly The traveling expenses paid to the Company's directors. 5. Discuss the salary compensation of the Company's independent directors. 6. Discuss the salary compensation of the members of the Company's Remuneration Committee . |
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 second meeting of the 5th term January 11,2023 |
1. Deliberation on the year-end (including length of service) and performance bonuses for the Chairman, Vice Chairman, and executives of the Company for 2022. 2. Deliberation on the year-end remuneration plan for the independent directors |
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 |
70
| of the Company. 3. Deliberation on the year-end remuneration plan for the Compensation Committee of the Company. |
|||
|---|---|---|---|
| The Third meeting of the 5th term March 9, 2023 |
1. Discussion on the allocation of employee and director remuneration for 2022. |
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 |
71
(Ⅴ)The implementation status of promoting sustainability development and the deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, as well as the reasons
reasons |
||||
|---|---|---|---|---|
| Promotion projects | Status of implementation (Note 1) | Deviations from the Sustainability Development Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
||
| Yes | No | Description | ||
| I. Has the Company promoted the sustainability development governance framework, and established exclusively (or concurrently) dedicated units to implement sustainability development, and has the Board of Directors appointed the senior management to handle sustainability development, and to report the status of the handling to the Board of Directors? |
The Company set up a Social Responsibility and Sustainable Development Committee chaired by the President as chairman in 2010. 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: 1.The Corporate Governance Taskforce is responsible for internal control system, accounting system, operational performance, risk management, communication with banks, and 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 improvements; The Health and Safety Division is responsible for coordination of the operations.. 4.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. 5.The Employee and Social Engagement Taskforce is responsible for recruitment,employee |
No significant difference is found between the Company's practices and Article 9 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
72
| Promotion projects | Status of implementation (Note 1) | Deviations from the Sustainability Development Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
||
|---|---|---|---|---|
| Yes | No | Description | ||
| training, labor relations, employee care, community engagement and charity events; the operations is coordinated by Administrative Department. 6.Secretariat, as a concurrent unit to the President Office, is responsible for implementing the sustainable development policy, tracking the sustainable development goals/implementation status of each department, and compiling the sustainability development report. Scheduled for June 28, 2023, to submit to the board of directors the risk assessment projects, response strategies and implementation status, and related management policies on significant themes of sustainable development. |
73
| Promotion projects | Status of implementation (Note 1) | Deviations from the Sustainability Development Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
||
|---|---|---|---|---|
| Yes | No | Description | ||
| II. Does the Company assess ESG risks associated with its operations based on the principle of materiality, and establish relevant risk management policies or strategies? (Note 2) |
Our company follows the guidelines of the Global Reporting Initiative (GRI) Standards, the specific industry disclosure indicators for the steel industry of the Taiwan Stock Exchange, and the Task Force on Climate-related Financial Disclosures (TCFD) framework. We also refer to the United Nations Sustainable Development Goals (SDGs) and establish significant principles through internal and external surveys and expert opinions to identify internal and external risks and impacts. We then develop relevant management strategies and actions. The key points are summarized as follows: Categories Risk items Response measures E (Environmental) Greenhouse Gas Management 1. According to the "Sustainable Development Roadmap for Listed Companies" issued by the Financial Supervisory Commission, our company has formulated a plan for inventorying and verifying greenhouse gas emissions, and will report the progress of its implementation to the board of directors every quarter. 2. In response to the upcoming implementation of the European Union's Carbon Border Adjustment Mechanism (CBAM) and the US Clean Competition Act (CCA), among other international carbon taxes, the group established an ESG Sustainable Development Promotion Team in 2022 to promote product carbon footprint inventory activities. 74 |
Operations listed in the left column are referenced with Chapter II of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. Results of actual implementation are listed below: No significant difference is found between the Company's practices and Article 3 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
| Promotion projects | Status of implementation (Note 1) | Status of implementation (Note 1) | Deviations from the Sustainability Development Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
||||
|---|---|---|---|---|---|---|---|
| Yes | No | Description | |||||
| II. Does the Company assess ESG risks associated with its operations based on the principle of materiality, and establish relevant risk management policies or strategies? (Note 2) |
Response measures 1. The company operates through the ISO14001 management system, formulates regulations and implements air pollution management. 2. Execute discharge pipeline testing every year to ensure that air pollution discharge meets government control standards. 3. Regular equipment inspections and irregular on-site patrols are conducted to confirm the proper operation of all preventive measures. 4. Conduct air pollution emergency response drills every year. 1. Regularly test the quality of various raw wastewater and discharge water every week and establish an abnormal notification mechanism. 2. A portion of the wastewater is recycled and reprocessed for use in process cooling, toilet flushing, and irrigation, reducing the consumption of tap water. 3. Establish a return pipeline to re-treat water that does not meet the standards. |
Operations listed in the left column are referenced with Chapter II of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. Results of actual implementation are listed below: No significant difference is found between the Company's practices and Article 3 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. Operations listed in the left column are referenced with Chapter II of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. Results of actual implementation are |
|||||
| Categories | Risk items | Response measures | |||||
| E (Environmental) |
Air Pollutant Management |
1. The company operates through the ISO14001 management system, formulates regulations and implements air pollution management. 2. Execute discharge pipeline testing every year to ensure that air pollution discharge meets government control standards. 3. Regular equipment inspections and irregular on-site patrols are conducted to confirm the proper operation of all preventive measures. 4. Conduct air pollution emergency response drills every year. |
|||||
| Water resource use and wastewater discharge control |
1. Regularly test the quality of various raw wastewater and discharge water every week and establish an abnormal notification mechanism. 2. A portion of the wastewater is recycled and reprocessed for use in process cooling, toilet flushing, and irrigation, reducing the consumption of tap water. 3. Establish a return pipeline to re-treat water that does not meet the standards. |
||||||
75
| Promotion projects | Status of implementation (Note 1) | Status of implementation (Note 1) | Status of implementation (Note 1) | Deviations from the Sustainability Development Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
||||
|---|---|---|---|---|---|---|---|---|
| Yes | No | Description | ||||||
| II. Does the Company assess ESG risks associated with its operations based on the principle of materiality, and establish relevant risk management policies or strategies? (Note 2) |
Categories | Risk items | Response measures | listed below: No significant difference is found between the Company's practices and Article 3 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. Operations listed in the left column are referenced with Chapter II of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. Results of actual implementation are listed below: No significant difference is found between the Company's practices and Article 3 of the Corporate Governance Best Practice |
||||
| E (Environmental) |
Waste and Hazardous Substance Management |
1. Maintain the effective operation of the ISO14001 management system, and implement environmental management goals, targets and management plans. 2. Carry out the process operation control of pollution prevention and industrial waste reduction, cooperate with regular environmental protection supervision and measurement, so as to truly comply with laws and regulations 3. Efforts to save energy, recycle and reuse, so that the sustainable use of various resources; improve the process equipment, such as waste sludge magnetic separator, significantly reduce the output of waste sludge by 50%, and evaluate the addition of sludge drying equipment, which can greatly reduce the waste sludge output. Reduce sludge production. |
||||||
| S (Social Issues) |
Occupational Health and Safety |
1. Operate in accordance with the ISO 45001 occupational safety and health management system to establish a safe operating environment to avoid personal injury, illness and company losses. 2. Purchase and install mechanical equipment and protective equipment for safety measures. 3. Sign a health care contract, and set up "corporate employee overall health management plan and service" with E-DA Hospital. |
76
| Promotion projects | Status of implementation (Note 1) | Status of implementation (Note 1) | Status of implementation (Note 1) | Deviations from the Sustainability Development Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
||||
|---|---|---|---|---|---|---|---|---|
| Yes | No | Description | ||||||
| II. Does the Company assess ESG risks associated with its operations based on the principle of materiality, and establish relevant risk management policies or strategies? (Note 2) |
G (Corporate Governance) |
Operational Financial Performance |
1. Expand the promotion of sales for steel used in photovoltaic system supports and highly efficient antibacterial steel plates. 2. Collaborate with blast furnace plants to develop the production of steel with a high proportion of recycled materials and increase the use of electric furnace steel to reduce product carbon emissions in response to the requirements of the European Union's CBAM and the US CCA. 3. Continuously optimize and update equipment, apply big data and developintelligent manufacturing. |
Principles for TWSE/TPEx referenced with Chapter II of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. Results of actual implementation are listed below: No significant difference is found between the Company's practices and Article 3 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
||||
| Corporate Governance |
1. Strengthen the promotion of steel for photoelectric system brackets and high-efficiency antibacterial (anti-virus) steel plates. 2. Cooperate with blast furnace factories to develop recycled ratio steel and use electric furnace steel to reduce carbon emissions of products and meet the requirements of CBAM and CCA for export. 3. The board of directors tracks the progress of greenhouse gas inventorying on a quarterly basis.. 4. Hold 2 briefingsessions for legalpersons |
77
| Promotion projects II. Does the Company assess ESG risks associated with its operations based on the principle of materiality, and establish relevant risk management policies or strategies? (Note 2) |
Status of implementation (Note 1) | Status of implementation (Note 1) | Status of implementation (Note 1) | Deviations from the Sustainability Development Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons Operations listed in the left column are referenced with Chapter II of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. Results of actual implementation are listed below: No significant difference is found between the Company's practices and Article 3 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
|
|---|---|---|---|---|---|
| Yes | No | Description | |||
| 78 |
| Promotion projects | Status of implementation (Note 1) | Deviations from the Sustainability Development Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
||
|---|---|---|---|---|
| Yes | No | Description | ||
| III. Environmental issues (I) Has the Company established environmental management systems based on its industry’s characteristics? |
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 promoting industrial waste reduction and 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. Yieh Phui has obtained several environmental sustainability-related certifications, including ISO 14001 Environmental Management System Certification, Greenhouse Gas Inventory Verification Statement, ISO 50001 Energy Management System Certification, and environmental-related awards. Among them, 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. According to ISO14064-1, greenhouse gas inventory is conducted every year, and the effect of emission reduction is tracked and disclosed in the sustainabilityreport and our website. |
(I)No significant difference is found between the Company's practices and Article 11 and 13 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
||
| (II) Does the Company endeavor to improve the efficiency of all resources and use renewable materials that have low impacts on the environment? |
Adhering to the P-D-C-A continuous improvement in energy management, Yieh Phui Enterprise completed 24 energy-saving management schemes in 2022, with a total investment of NT$11.26 million and a total energy saving of26,359GJ. From 2015 to 2022, the average annual electricity- saving rate was 1.45%, reaching the statutory target of over 1% in average annual electricity-saving rate. The renewable energy has not been used at present. It is estimated that a solar photovoltaic power generation system of 2,739kWp will be built before the end of 2023. Our company develops raw materials using electric furnace materials and increases the use of waste steel. for 2022 of low environmental impact recycled materials: 1. Developing the use of low-carbon recycled steel (electric furnace steel products). In 2022, the plating and baking business used approximately 12,000 tons of electric furnace materials, accountingfor 1.65% of itsproduction volume;the engineeringbusinesspurchased |
No significant difference is found between the Company's practices and Article 12 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
79
| Promotion projects | Status of implementation (Note 1) | Deviations from the Sustainability Development Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
||
|---|---|---|---|---|
| Yes | No | Description | ||
| approximately 7,000 tons of electric furnace steel plates, accounting for 87.2% of its production volume. 2. Our company has launched a project to increase the proportion of recycled materials in the circular economy. Our Yieh Hui coated aluminum-zinc steel product, SGLC RC20, was awarded the UL 2809 RC20 certificate by the UL headquarters in the United States on March 16, 2023. This not only meets the downstream customers' demand for low-carbon steel materials used in LCD screen back panels, but also demonstrates excellent results in implementing ESG circular economy practices. |
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| (III) Does the Company evaluate the potential risks and opportunities in climate change with regard to the present and future of its business, and take appropriate action to counter climate change issues? |
Our company has a Social Responsibility and Sustainable Development Committee as the organization for climate change management. The committee is chaired by the general manager and reviews the company's climate change strategy and goals, manages climate change risks and opportunities, and examines execution status and future plans on an annual basis. The committee is scheduled to report to the board of directors on June 28, 2023. Our company is concerned about climate change and refers to the TCFD's climate-related financial disclosures to identify risks and opportunities. We are committed to low-carbon transformation and intelligent manufacturing, in response to international and Taiwan's net-zero carbon emission targets. In 2022, we will refocus on 10 climate risks and 6 opportunities, and identify 5 transformation risks: the need to pay carbon fees or taxes in response to emerging regulations related to carbon pricing such as CBAM and CCA, the potential cost increase due to the tight supply of low-carbon raw materials during the low-carbon transformation process, the cost increase resulting from actively researching new technologies in response to the low-carbon development trend, and the potential impact of green finance and climate risk-related regulations on the company's financing costs and liquidity. In response to regulations, customer and international advocacy, as well as the company's set reduction targets,we will increase theproportion of renewable energyuse. Additionally,in |
No significant difference is found between the Company's practices and Article 17 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
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| Promotion projects | Status of implementation (Note 1) | Deviations from the Sustainability Development Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
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|---|---|---|---|---|---|
| Yes | No | Description | |||
| response to the low-carbon development trend, we will raise the energy efficiency standards for all assets, such as replacing high-efficiency equipment, which will in turn increase operating costs. 1 physical risk: "Extreme climate changes lead to an increased risk of water shortage, which affects production. 2 opportunities: "Entering and promoting the green energy industry (such as solar panel mounting systems and energy storage containers) and launching an industry-wide plan for recycling and reuse of materials. Our company has identified climate change risks and opportunities and taken relevant measures,which have been disclosed in our company's sustainabilityreport. |
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| (IV) Does the Company take inventory of its greenhouse gas emissions, water consumption, and the total weight of waste in the last two years, and formulate policies on carbon dioxide reduction, greenhouse gas reduction, water reduction, or waste management? |
1. In 2022, Kaohsiung First Plant, Pingtung Plant, Cold-rolled Steel Plate Plant, Luzhu Plant and Yancao Plant of the Company ,both completed the self-inspection of scope 1 and scope 2 of the greenhouse gas, and entrusted the independent and credible Crowe Horwath United Accounting Firm to verify . Greenhousegas emissions in the last twoyears: Greenhouse gas emissions from plants and emission intensity of Yieh Phui Enterprise Unit: Tons of CO2e/year Year 2021 2022 Scope I 90,140 70,297 Scope II 96,968 82,674 Total Emissions(tCO2e) 187,108 152,971 Emission Intensity (tCO2e/million NT$) 5.087 4.560 Note: The revenue for the year 110 was 36,785 million NT$, and the revenue for the year 111 was 33,545 million NT$. The above greenhouse gas data is based on the results of inventory using the GWP values of AR6. |
No significant difference is found between the Company's practices and Article 17 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
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| Promotion projects | Status of implementation (Note 1) | Deviations from the Sustainability Development Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
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|---|---|---|---|---|
| Yes | No | Description | ||
| Based on the baseline year of 2018, our company has set a target of reducing carbon emissions by 1% annually. We aim to achieve a 7% reduction by the year 2025. The primary measures for carbon reduction include improving the energy efficiency of equipment usage and implementing renewable energy generation facilities. We have planned to install 2,739 MW of renewable energy generation capacity by the end of 2023.. 2. The Company is aware that climate change is an issue that must be faced by the whole world at present. By adjusting the management methods of water resources and promoting water conservation, recycling and other strategies, the impact of water shortage will be effectively alleviated. Cooperate with the ISO 14001 environmental management system to carry out project improvement, such as "Project to increase the utilization rate of recycled water to 37% of the total wastewater volume"...etc.Water intake and water consumption of Yieh Phui Enterprise: (m3./year) Year 2021 2022 Total tap water withdrawal 379.64 334.64 Total water consumption 272.07 240.37 Note: Water recycling ratio = (Amount of recycled water) / (Total wastewater discharge + Amount of recycled water) × 100% 4. All hazardous industrial wastes of the Company are cleaned by qualified domestic cleaning and disposal operators through outsource. Most of them are treated by solidification landfill and incineration, the percentage of hazardous recovery is 0%, and no hazardous industrial waste is exported to other countries. It is expected that planning and recycling agencies will jointly apply to the Ministry of Economic Affairs for the chromium-containing sludge case reuse test plan. Theproportion of recycled and reused wastewater of Yieh Phui Enterprise Unit: Metric tons/year Year 2021 2022 Recycled water of Chiao Tou Plant (Water recycling ratio) 47,296 (41%) 33,925 (34%) Recycled water of Pingtung Plant (Water recycling ratio) 1,432 (4%) 943 (3.15%) |
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| Promotion projects | Status of implementation (Note 1) | Deviations from the Sustainability Development Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
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|---|---|---|---|---|---|
| Yes | No | Description | |||
| Business waste transportation volume of Yieh Phui Enterpirse Unit: Metric tons/year Type 2021 2022 Outsource cleaning method General business wastes 2,484 2,988 Land filling, incineration, recycling and reusing Hazardous business wastes(%) 214(7.9%) 160(5.1%) Solidification and incineration Note:Only Kaohsiung Plant 1 and Pingtung Plant produce hazardous industrial waste |
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| IV. Social Issues (I) Has the Company formulated appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights? |
The company abides by local labor-related laws and regulations, protects the legitimate rights and interests of employees, and follows the "United Nations Universal Declaration of Human Rights", the United Nations Guiding Principles of Industrial Enterprises and Human Rights (UNGPs), and the International Labor Organization's "Declaration on Fundamental Principles and Rights at Work", etc. The principles and spirits proclaimed in the international human rights convention treat current employees and third-party personnel with dignity and respect, and prevent any violations and violations of human rights. The company's specific measures to promote human rights are as follows: 1.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. Employees are open to apply for flexible office hours. 2.According to the laws and regulations, the Company holds at least one labor-management meeting every quarter, and also holds ad hoc meetings from time to time as required. 3.Formulate the Prevention Plan for Unlawful Infringement in the Execution of Duty and the Measures for the Prevention and Treatment of Sexual Harassment, and set up the Sexual Harassment Prevention Committee to set up channels for sexual harassment complaints. 4.Set up "Employees Complaint" as a platform for communication between employees and the Company. 5..Hold a long-term contractor agreement organization meeting quarterly to publicize safety precautions and communicate. 6. In 2011, the company officially announced to join Commonwealth Magazine to launch "TALENT, in Taiwan, Taiwan Talent Sustainable Action Alliance", and promised to drive Taiwan society to maintain sustainable competitiveness under the declining birth rate through six indicators. |
No significant difference is found between the Companypractices and Article 18, 22 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
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| Promotion projects | Status of implementation (Note 1) | Deviations from the Sustainability Development Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
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|---|---|---|---|---|---|
| Yes | No | Description | |||
| (II) Does the Company formulate and implement reasonable employee benefit measures (including remuneration, leave, and other benefits) and appropriately employee compensation based on operating performance or results? |
Adhering to the concept of sharing profits with employees, the Company has designed a paid leave system superior to laws and regulations and humanized ones, and has a perfect personnel incentive and promotion system to attract, retain, cultivate and motivate outstanding talents. Compensation system: Salary: 12 months + 1 month as year end bonus Duty allowance: Issue various allowances, including shift allowance, work allowance, license allowance, etc., and issue production and marketing bonuses according to the operating conditions of the previous month. Vacation system: A flexible vacation system has been established. From May 2011, a special vacation pre-approval system has been implemented for new recruits, and 3 days of special vacation will be pre-approved from the day of duty, so that new employees can achieve a balance between life and work. Employee Welfare: The Company has an Employee Welfare Committee, which provides diversified subsidy application welfare measures, such as: Four major festival gifts, wedding gifts, travel subsidies, scholarships, etc. The total amount of subsidy in 2022 was NT$28,000,000. Diversity and equality in the workplace: Although the gender composition in the Company is quite different due to the nature of industry, the gender ratio is about 9:1 There are 10 female supervisors, accounting for 3.3% of total. Both men and women receive equal pay for equal work and have equal promotion opportunities. Business performance is reflected in employee compensation: The Company issues production and sales bonuses according to the monthly operating profit and personal performance. In addition, the annual performance bonus shall be paid according to the Company's annual profit and individual performance. |
No significant difference is found between the Company's practices and Article 21 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
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| Promotion projects | Status of implementation (Note 1) | Deviations from the Sustainability Development Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
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|---|---|---|---|---|
| Yes | No | Description | ||
| (III) Does the Company provide a healthy and safe work environment, and does it organize health and safety training for its employees on a regular basis? |
1. The Company establishes ISO 45001 Occupational Safety and Health Management System, identifies risk levels and compliance with laws and regulations, proposes relevant control measures, abides by occupational safety and health regulations, creates a safe and healthy workplace, establishes a safe working environment, and avoids personal injury, illness and company losses. 2. Implementation of non-compliance (imperfect) point observation, the number of non-compliance (imperfect) points is 64, and the improvement rate is 100%. 3. The false alarm accident reporting system is a safety management tool that discovers hidden risks in the workplace, and improves and eliminates unsafe points in advance before hazards occur. In 2022, a total of 2,885 false alarm accidents will be eliminated, with an improvement rate of 100%, creating a safe working environment. |
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. |
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| Promotion projects | Status of implementation (Note 1) | Deviations from the Sustainability Development Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
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|---|---|---|---|---|---|
| Yes | No | Description | |||
| 4. Implement systematic health and safetyeducational training Categories Course Number of Shareholder On-the-job training Stationary crane operator on-the-job education and training 636 On-the-job education and trainingfor forklift operators 498 On-the-job education and trainingfor first responders 128 On-the-job education and training for department and department supervisors and safetycommittee members 123 General labor safety and health on-the-job education and training 139 Professional ISO 14001 and ISO 45001 internal auditor training 244 Basis: Training in new employees, fire control, traffic safety and defensive driving Based on registration 5.The recordable occupational injury ratio in 2022 was 1.2, mainly 2 in-factory and 3 out-of-factory traffic disability injuries, all of which carried out safety publicity and recurrence prevention measures. 6.In order to achieve the healthy vision of retiring in Yieh Phui Enterprise, the Company has drawn up various health service plans, such as annual health check-up, health management service (Elite Enterprise LOHAS plan), on-the-job clinic service, health promotion and other activities, and further integrated the resources of the lE-Da Group to provide the best health care for employees. In 2022, we invested about NT$11 million in employe health care. |
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| Promotion projects | Status of implementation (Note 1) | Deviations from the Sustainability Development Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
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|---|---|---|---|---|
| Yes | No | Description | ||
| (IV) Has the Company established effective career development and training plans for its employees? |
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. In 2022, the training cost exceeded 3.64 million. In order to improve the quality and effectiveness of training, the company not only independently developed online audio-visual teaching platform and courses, but also introduced external online learning resources-hahow enterprise learning platform, Readmoo e- book and Acer Walking Library e-magazine to encourage colleagues to use online resources for independent learning. In addition, according to those who are eligible for retirement at various ranks, we developed a talent reserve plan, promoted the successor/key talent plan and tutor system, and held courses in successor management functions. |
No significant difference is found between the Company's practices and Article 21 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
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| (V) Does the Company comply with relevant regulations and international standards regarding customer health and safety, right to privacy, marketing and labeling of its products and services and set up relevant consumer or customer protection policies and complaint procedures? |
1. The company is the first steel company in the world to obtain the management of the EU RoHS directive. From the purchase of raw materials to the storage and transportation of products, including packaging and labeling operations and the product specifications, everything complies with relevant regulations and international standards to ensure customer's health and safety. 2. The Company is responsible for privacy protection of the company and personal data provided by customers in accordance with the European Union's General Data Protection Regulation (GDPR), strictly manage customer data, attach importance to customer privacy and abide by marketing ethics. 3. 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: (1) Establish a customer complaint channel. (2) Feedback the quality and usage through the business units or toll-free hotline (0800-666 -723). (3) Establish a consumer litigation processing system or compensation application procedure. |
No significant difference is found between the Company's practices and Article 24 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
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| Promotion projects | Status of implementation (Note 1) | Deviations from the Sustainability Development Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
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|---|---|---|---|---|
| Yes | No | Description | ||
| (VI) Does the Company formulate supplier management policies that require suppliers to follow relevant regulations on issues, such as environmental protection, occupational safety and health, or labor rights? If so, describe the results. |
1. 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. 2. The Company is the first in the world to be awarded IECQ 080000 Hazardous Substance Process Management (HSPM) Certification. Commitment to the supplier's no-hazardous substance management and avoiding the use of controlled substances. In 2022, there will be 239 hazardous substances controlled. 3. 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. |
No significant difference is found between the Company's practices and Article 26 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
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| V. Does the Company refer to internationally accepted standards or guidelines for the preparation of reports and prepare reports that disclose non-financial information of the Company, such as the sustainability report? Are the reports certified or assured bya third- |
The 2022 sustainability report prepared by the company in accordance with the GRI standards was conducted by Crowe Horwath Associated Accounting Firms in accordance with the Assurance Standard No. 3000 issued by the Foundation for Accounting Research and Development of the Republic of China for limited assurance (limited assurance). |
No significant difference is found between the Company's practices and Article 29 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. |
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| Promotion projects | Status of implementation (Note 1) | Status of implementation (Note 1) | Status of implementation (Note 1) | Deviations from the Sustainability Development Best- Practice Principles for TWSE/TPEx Listed Companies and Reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| party accreditation body? |
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| VI. In March 2014, the board of directors of the company approved the establishment of the "Yehui Corporate Social Responsibility Code of Practice", which was revised in March 2015, November 2016, and November 2020. The code was revised on March 2022, the board of directors approved the revision of the name "Yehui Enterprise Sustainable Development Code of Practice" to strengthen the implementation of corporate social responsibility. The company regularly reviews the implementation of the code and improves accordingly,and there has been no difference in the implementation so far. |
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| VII. Other information helpful to understand the sustainability development of the Company: Adjustment Mechanism (CBAM) plan and the government's 2050 net zero carbon emission target, the "Ee Union Group ESG Sustainable Development Promotion Team" was established in May 2022 to coordinate and integrate the organizational structure of the group's production business entities and listed counter companies Promote carbon inventory, product carbon footprint and ESG sustainabilityreport. |
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Note 1: If "Yes" under the "Status of Implementation" is checked, please explain the key policies, strategies, and measures adopted and their implementation results; if "No" is checked, please explain the deviation, give the reason in “Deviations from the Sustainability Development Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons” and specify related policies, strategies, and measures to be adopted in the future.
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Note 2: 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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Note 3: Please refer to the best practice reference examples on the website of Corporate Governance Center of Taiwan Stock Exchange for the disclosure method.
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(Ⅵ)The Difference between Ethical Corporate Management and the “Guideline for the Ethical Corporate Management of TWSE/TPEx Listed Companies”
| Evaluation items | Current Operation (Note) | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and Reasons |
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|---|---|---|---|---|
| Yes | No | Description | ||
| I. Establishment of ethical corporate management policies and programs (I) Does the Company have a Board-approved ethical corporate management policy and stated in its regulations and external correspondence the ethical corporate management policy and practices, as well as the active commitment of the Board of Directors and senior management towards implementation of such policy? (II) Does the Company have mechanisms in place to assess the risk of unethical conduct, and perform regular analysis and assessment of business activities with higher risks of unethical conduct within the scope of business? Does the Company implement programs to prevent unethical conduct accordingly and ensure the programs cover at least the matters described in Paragraph 2, Article 7 of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies? (III) Does the Company define the operating procedures, code of conduct, disciplinary actions, and appeal procedures in the programs against unethical conduct? Does the Company enforce the programs effectively and perform regular reviews and amendments? |
(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 established a "Code of Ethics" for its directors, supervisors, and managers to ensure that their behavior complies with ethical standards. Additionally, the company has established rules for employee conduct and a system of rewards and punishments to regulate employee behavior within the company. |
(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 "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies", the current operating procedures only regulate the employees. |
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| Evaluation items | Current Operation (Note) | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and Reasons |
||
|---|---|---|---|---|
| Yes | No | Description | ||
| II. Fulfillment of ethical corporate management (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) Does the Company have a unit responsible for ethical corporate management on a full-time basis under the Board of Directors that reports the ethical corporate management policy and programs against unethical conduct regularly (at least once a year) to the Board of Directors while overseeing such operations? (III) Does the Company establish policies to prevent conflicts of interest, provide appropriate communication channels, and implement them accordingly? (IV) Does the Company have effective accounting and internal control systems in place to implement ethical corporate management? Does the internal audit unit devise audit plans based on the results of unethical conduct risk assessments and audit the systems accordingly to prevent unethical conduct, or hire external CPAs to perform the audits? (V) Does the Company regularly hold internal and external educational trainings on ethical corporate management? |
(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 2021. (III) The Company set up the Code of Conduct, by which the Directors, Supervisors and managers 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. The company's employee work rules stipulate that "employees should maintain integrity and not use their authority or job position to directly or indirectlybenefit themselves or others,or acceptgifts or |
(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 Directors this year 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. |
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| Evaluation items | Current Operation (Note) | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and Reasons |
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|---|---|---|---|---|
| Yes | No | Description | ||
| entertainment from vendors or stakeholders. (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 compliance with relevant regulations. |
(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". (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". |
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| III. Operation of the whistle-blowing system Has the Company established both a reward/whistle-blowing system and convenient whistle-blowing channels? Are appropriate personnel assigned to the accused party for the follow-up? (II) Does the Company have in place standard operating procedures for investigating accusation cases, as well as follow-up actions and relevant post-investigation confidentiality measures? (III) Does the Company provide proper whistleblower protection? |
(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 confidentialityfor investigatingthe case being |
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 beingexposed bythe |
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| Evaluation items | Current Operation (Note) | Current Operation (Note) | Current Operation (Note) | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and Reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| exposed by the whistle-blower is under developing. (III) No incident of inappropriate actions against the whistle- blower has occurred in the Company. |
whistle-blower. | |||
| 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? |
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. The board of directors has approved the "Code of Conduct for Ethical Business Practices," and disclosed relevant information on the company's ethical business practices on the Public Information Observation Platform. This includes the "Code of Conduct for Ethical Behavior" in the "Corporate Governance Rules" and the "Code of Conduct for Ethical Business Practices." The company also discloses the content and effectiveness of the Code of Conduct for Ethical Business Practices in its sustainabilityreport. |
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 are not yet available. |
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| V. If the Company has established its own ethical corporate management principles based on the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, please describe the implementation and any deviations from the principles: 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. |
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| 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. |
V. If the Company has established its own ethical corporate management principles based on the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, please describe the implementation and any deviations from the principles: 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) Corporate Governance Guidelines and Regulations and the Inquiry Method: The Company has set up relevant corporate governance procedures and guidelines, including Corporate Social Responsibility Best Practice Principles, Audit Committee Charter, Sustainability Development 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 Regarding Corporate Governance: None.
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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.
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2.For details on the Company's corporate governance operations, please refer to page59 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
Date: March 9, 2023
The Company makes the following statement according to the self-evaluation conducted of the internal control system in 2022:
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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.
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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.
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IV. The Company has evaluated the design and operating effectiveness of its internal control system according to the aforesaid Regulations.
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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, 2022, 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.
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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 9, 2023. All of the seven Directors presented at the meeting approved the content of this statement.
Yieh Phui Enterprise Co., Lt d.
Chairman of the Board: I-Shou Lin Signature
President: Chen-Wu Chang Signatur e
2.Any CPA commissioned to conduct a project review of the ICS shall disclose the CPA’s audit report: None.
- (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) Major Resolutions of Shareholders’ Meeting and Board Meetings During the Most Recent Fiscal Year up to the Date of Publication of the Annual Report: 1. Annual Shareholders’ Meeting
| Number of times |
Time of Meeting |
Material resolution | Status of implementation |
|---|---|---|---|
| 2022 Shareholders' Meeting |
June 23, 2022 |
Reports Issues: 1. 2020 Business Report 2. 2020 Audit Committee's Review Report 3. The Company's 2020 employee compensation and director remuneration distribution report |
N/A |
| 4. 2021 report on the cash dividend as bonus for stockholders |
Cash dividends of 0.3 NT dollars per share will be distributed according to the resolution. The distribution record date is set on August 5, 2022. The dividends will be fully distributed on September 12, 2022, in accordance with the resolution passed at the shareholders'meeting. |
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| Approved Items: 1. Recognition of 2021 Final Accountrs 2. Recognition of 2021 earnings distribution proposal |
Published on the Company website on June 23th, 2022 according to the content of the resolution. |
||
| Topics for Discussion: 1. Discussion on the distribution of the stock dividend of the bonus for stockholders and the transfer of earningsas capital for 2021. |
Stock dividends of 50 shares per 1000 shares had been distributed. The change was approved and registered by the Ministry of Economic Affairs on September 15, 2022, under the letter reference number 11101178360. The stock was listed on November 7, 2022. |
||
| 2. Proposal on modifying the “Procedures for Acquisition and Disposal of Assets” |
Published on the Company website on June 23, 2022 and carry out the revised procedures accordingly. |
||
| 3. Proposal on modifying “Corporate Charter ”. |
Revise the company's ' Corporate Charter '. The changes were approved and registered by the Ministry of Economic Affairs on July 26, 2022, under the letter reference number 11101129420, and were announced on the company's website. |
||
| 4. Proposal on modifying the “Rules of Procedure for Shareholders Meetings” |
Published on the Company website on June 23, 2022 and carry out the revised procedures accordingly. |
||
| Election: 1. Election of directors. |
The changes were approved and registered by the Ministry of Economic Affairs on July 26, 2022, under the letter reference number 11101129420, and were Published on the company's website." |
||
| Other Matters: 1. Lifting of the Non-Compete clause for Director. |
Execute according to the Board of Directors' resolution and Published it on the company's website. |
96
2. Board of Directors
| Number of times |
Time of Meeting | Material resolution |
|---|---|---|
| 1st Meeting of Board of Directors |
Jan. 19, 2022 | 1. Discussion on the "Operation Plan" for the year 2022. for discussion. 2. Discuss the proposed adjustments to the director and manager performance targets, as well as the salary and compensation system and structure, put forth by our company's Remuneration Committee." 3. Discuss the salary and compensation adjustment and amount for the Chairman of the Board approved by the Compensation Committee of the Company for this year. 4. Discuss the Remuneration Committee's approval of the Chairman's 2021-end (including seniority) and performance bonus plan. 5. Discuss the Remuneration Committee's approval of the adjustment of the compensation plan for independent directors for this year. 6. Discuss the Remuneration Committee's approval of the adjustment of the compensation plan for members of the Remuneration Committee for this year. 7. Discuss the remuneration package for independent directors serving concurrently as audit committee members approved by the Remuneration Committee. 8. Discuss the remuneration package for independent directors serving concurrently as members of the Remuneration Committee approved by the Compensation Committee. 9. Discuss the remuneration package for managers for the current year approved by the Remuneration Committee. 10. Discuss the year-end (including seniority) and performance bonuses for managers for the 2021 fiscal year approved by the Remuneration Committee. 11. Discuss the election of the Vice Chairman of our company. 12. Discuss the appointment and employment of our company's General Manager. 13. Discuss the changes to our company's spokesperson and deputy spokesperson and their appointment. 14.Discuss the changes to the person in charge of corporate governance in our company. 15.Proposal to discuss the change in the company's financial supervisor. 16.Proposal to discuss the change in the company's accounting supervisor. |
97
| 2nd Meeting of Board of Directors |
Feb. 14, 2022 | 1. Discuss the Remuneration Committee's approval of the compensation package for the Vice Chairman position in our company. 2. Discuss the Remuneration Committee's approval of the compensation package for the General Managerposition in our company. |
|---|---|---|
| 3rd Meeting of Board of Directors |
Mar. 09, 2022 | 1. To discuss the convening of 2022 Shareholders' Meeting. 2. To discuss the 2021 employee compensation and director remuneration distribution plan 3. Proposed 2021Business Report, Individual Financial Statements and Consolidated Financial Statements. 4. Discussion on the amendment of the "Asset Acquisition or Disposal Procedure" of the Company. 5. Election of directors. 6. Discussion on the amendment of the " Corporate Charter" of the Company. 7. Discussion on the amendment of the " Rules of Procedure for Board of Directors Meetings" of the Company. 8. Discussion on the amendment of the " Audit Committee Charter" of the Company. 9. Discussion on the amendment of the " Rules Governing the Scope of Powers of Independent Directors" of the Company. 10. Discussion on the amendment of the " Corporate Social Responsibility Best Practice Principles" of the Company. 11. Discuss the addition of the "Preparation and Verification of Sustainability Report" operation procedure to the "General Management" section of our company's internal control system. 12. Discussion on the revision of the "Corporate Governance Best Practice Principles" of our company. 13. Discuss the revision of the "Director Performance Evaluation Measures" in our company. 14. Discuss the acceptance of the shareholder-proposed list of director candidates for our company's 2022 annual general meeting. 15. 15. Discuss the shareholder proposal rights for our company's 2022 annual general meeting. 16. Submission of the "Internal Control System Statement" for the year 2021. 17. To discuss the Company's intent to engage in the forward exchange derivatives transactions. |
98
| 4th Meeting of Board of Directors |
May 04, 2022 | 1.Proposed addition of the agenda item for convening our company's 111th annual general meeting.Amendment to the Company's "Internal Control System of the Shareholder Service Unit." 2. Approve the distribution of profits for the fiscal year 2021.Ratification for the Company’s endorsements/guarantees of NT$200 million for Shin Yang Steel Co., Ltd. (Shin Yang Co. hereinafter). 3. Discuss the distribution of cash dividends to shareholders for the fiscal year 2021. 4. Discussion on the distribution of the stock dividend of the bonus for stockholders and the transfer of earnings as capital for 2021 5. The proposed review item is the consolidated financial statements for the first quarter of the fiscal year 2022 of our company. 6. Discussion on the amendment of the " Rules of Procedure for Shareholders " of the Company. 7. To discuss the payments paid to CPAs for 2022, and to assess their independence. 8. Discuss the review of the candidate list for the election of directors in our company. 9. The proposed item is the lifting of restrictions on director non-compete clauses. 10. The proposed item for discussion is the filing of an application to the Fair Trade Commission by our company and Yieh United Steel Corporation for the joint operation of Tang Rong Iron Works Co., Ltd. through a business combination. 11. To discuss the Company's intent to engage in the forward exchange derivatives transactions. |
|---|---|---|
| 5th Meeting of Board of Directors |
June 16, 2022 | 1. Amendment to the Company's "Internal Control System of the Shareholder Service Unit."To discuss the Company’s appointment of the Taiwan Cooperative Bank as the host bank and managing bank to organize a joint credit line with a total amount of NT$ 4.9 billion. 2. Discuss our company's "2021 Sustainability Report". 3. The proposed discussion topic is the risk assessment and response measures regarding environmental, social, and corporate governance (ESG) issues related to our company's operations. 4. The proposed item is to sponsor the funding for the installation of emergency power generation equipment at I-Shou University. |
99
| 6th Meeting of Board of Directors |
June 23, 2022 | 1. Discuss the election of the Chairman position in our company. 2. Discuss the election of the Vice Chairman position in our company. 3. Appoint members for the fifth-term Remuneration Committee. 4. Discuss the contract for industry-university collaboration signed between our company and National Kaohsiung University of Science and Technology. |
|---|---|---|
| 7th Meeting of Board of Directors |
July 06, 2022 | 1.To authorize the Chairman of this term's Board of Directors to fully represent and act on behalf of the company in matters related to dealings with various financial institutions. 2. The proposed item is the lifting of restrictions on director non-compete clauses. 3.To discuss the performance goals, compensation system and structure proposed by the company's Remuneration Committee for directors and executives. 4. To discuss the salary structure and payment amounts proposed by the company's Remuneration Committee for the Chairman and Vice Chairman. 5. Discuss the salary structure and remuneration amount proposed by the Remuneration Committee for the company's executives. 6. Discuss the monthly car and horse expenses for directors proposed by the Remuneration Committee. 7. Discuss the remuneration for independent directors proposed by the Remuneration Committee. 8. Discuss the remuneration for members of the Remuneration Committee proposed by the committee itself. 9.To discuss the Company's intent to engage in the forward exchange derivatives transactions. |
100
| 8th Meeting of Board of Directors |
Aug. 08, 2022 | 1.The proposed review item is the consolidated financial statements for the second quarter of the fiscal year 2022 of our company. 2.Discussion on the record date for capital increase by issuing new shares through retained earnings. 3.The proposed item for discussion is the sale of a portion of the land, building, and salt field in the Yulin section of Qiaotou District owned by our company to our subsidiary, Shin Yang Steel Co., Ltd. 4. To discuss the loan with United Brightening Development Corp. 5. To discuss the loan with Kuo Chang Enterprise Co., Ltd. 6. Matters respecting the Company acting as joint guarantor and co-issuer of promissory notes for joint credit applications ofsubsidiary Yieh Phui (Hong Kong) Holdings Limited. 7. To discuss the Company's intent to engage in the forward exchange derivatives transactions. |
|---|---|---|
| 9th Meeting of Board of Directors |
Sep. 21, 2022 | 1.To discuss the Company intends to participate in the capital increase of Hong Yuh Assets Management Co.,Ltd. |
| 10th Meeting of Board of Directors |
Oct. 17, 2022 | 1.Proposed to buy back the company's shares on the centralized securities exchange market in accordance with Article 28-2 of the Securities and Exchange Act and the "Regulations Governing the Repurchase of Shares by Listed and OTC Companies". |
| 11th Meeting of Board of Directors |
Nov. 07, 2022 | 1. The proposed review item is the consolidated financial statements for the third quarter of the fiscal year 2022 of our company. 2. Revision of the " Procedures for Handling Material Inside Information " of the company for discussion. 3. Discussion on the amendment of the " Rules of Procedure for Board of Directors Meetings" of the Company. 4. Appointment of the Chief Information Security Officer of the company. 5. To discuss the Company's intent to engage in the forward exchange derivatives transactions. |
| 12th Meeting of Board of Directors |
Nov. 22, 2022 | 1. The proposed item is the acquisition of the property usage rights asset of our subsidiary, Shin Yang Steel Co., Ltd.. 2.The proposed item is the disposal of the property usage rights asset of our subsidiary, Yieh Hsing Enterprise Co., Ltd. |
101
| 13th Meeting of Board of Directors |
Dec. 21, 2022 | 1. To discuss 2023 Audit Plan. 2. To discuss the amendment to internal control "General Management" 3. The proposed item is the revision of the "Accounting System" of our company, which is up for discussion. 4. The proposed item is the establishment of a cybersecurity policy, the formation of a cybersecurity implementation team, and the planning of cybersecurity management, which are up for discussion. 5.The proposed item is the formulation of the "Risk Management Policy and Procedures" of our company,which is upfor discussion. |
|
|---|---|---|---|
(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
(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:
| April 30, 2023 | April 30, 2023 | ||||
|---|---|---|---|---|---|
| Title | Name | Date of arrival |
Name | Date of dismissal |
Reasons |
| President | Chen-Wu Chang |
February 1 | Lin-Maw Wu | February 1 | Promoted to vice chairman. |
| Chief Accounting Officer |
Wen-Chung Tien |
February 1 | Chien-Hung Lin | February 1 | Post change |
| Head of Finance Office |
Mou-Lieh Huang |
February 1 | Yung-Hsien Chen | February 1 | Post change |
| Chief Corporate Governance Officer |
Mou-Lieh Huang |
February 1 | Yung-Hsien Chen | February 1 | Post change |
102
V. Information on CPA Expenses
Information on CPA Professional Fees
Unit: NT$ thousands
| Accounting Firm |
Name of CPA |
Audit Period | Audit Fee | Non-audit Fee | Total | Remarks |
|---|---|---|---|---|---|---|
| Crowe Horwath China Certified Public Accountants |
Ling-Wen Huang |
January 1, 2022 - December 31, 2022 |
4,400 | 1,396 | 5,796 | Non-audit fee service contents: Transfer pricing report review fee NT$ 350,000, consolidated and individual English financial statements fee NT$325,000, IFRS 9 conversion consultancy fee NT$261,000, group report NT$150,000, individual country report NT$100,000 Company RegistrationNT$ 105,000 and other NT$80,000. |
| Shu-Man Tsai |
Please specify the non-audit fee service contents: (e.g. tax visa, assurance or other financial advisory services)
Note: If the Company changes the CPAs or the accounting firm this year, please list their respective audit periods separately, specify the reason for the replacement in the "Remarks" column, and disclose the audit and non-audit professional fees paid in order. Non-audit fee should be noted with the service contents:
VI. Information on Replacement of CPAs :N/A
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
103
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 | 2022 | 2022 | As of April 30 of the current year | As of April 30 of the current year |
|---|---|---|---|---|---|
| Shareholding Increase (Decrease) |
Pledged Shareholding Increase (Decrease) |
Shareholding Increase (Decrease) |
Pledged Shareholding Increase (Decrease) |
||
| Director | Kuo Chiao Investment & Development Co., Ltd. |
3,093,532 | - |
- | - |
| Director | Chia Yuan Investment & Development Co., Ltd. |
1,028,014 | - |
- | - |
| Director | I-Shou Lin | 8,011 | - |
- | - |
| Director | Lin-Maw Wu | 9,301 | - | - | - |
| Director、 Managerial Officer |
Pyng-Yeong Liang | 2,304 | |||
| Independent Director |
Chung-Wei Lee | 45 | - |
- | - |
| General Manager |
Cheng-Wu Chang | - | - | 3,250 | - |
| Managerial Officer |
Hsien-Tung Liu | 10,000 | - | - | - |
| Managerial Officer |
Tien-Chi Chang | (18,902) | - | - | - |
| Managerial Officer |
Yong-Fang Zhang | 133,792 | - | - | - |
| Managerial Officer |
Yung-Hsien Chen | 1,508 | - | 21,615 | - |
| Managerial Officer |
Wei-Cheng Chen | 17 | - | - | - |
| Managerial Officer |
Sen-Long Chen | 1,066 | - | 8,988 | - |
| Managerial Officer |
Kuo-Lin Yang | 4,576 | - | - | - |
| Managerial Officer |
Wen-Bin Lin | 5 | - |
- | - |
| Managerial Officer |
Wei-Zheng Chen | 1,697 | - |
- | - |
| Managerial Officer |
Wen-Chung Tien | 32,948 | - |
- | - |
| Managerial Officer |
Chiu-Lin Pan | 54,737 | - | - | - |
| Managerial Officer |
Ming-Jia Tian | 27,846 | - |
- | - |
| Managerial Officer |
Wen-Cheng Pan | 5,787 | - | - | - |
104
| Title | Name | 2022 | 2022 | As of April 30 of the current year | As of April 30 of the current year |
|---|---|---|---|---|---|
| Shareholding Increase (Decrease) |
Pledged Shareholding Increase (Decrease) |
Shareholding Increase (Decrease) |
Pledged Shareholding Increase (Decrease) |
||
| Managerial Officer |
Wen-I. Weng | 45,927 | - | - | - |
| Managerial Officer |
Zhong-Zhan Jiang | 6 | - |
- | - |
| Managerial Officer |
Hui-Jung Liao | 103 | - | - | - |
| Managerial Officer |
Fu-Cai Huang | (3,488) | - | - | - |
| Managerial Officer |
Tian-fu Hong | 365 | - | 1,325 | - |
| Managerial Officer |
Cheng-Yen Hsieh | 23 | - | - | - |
| Managerial Officer |
Jia-You Zheng | 19 | - |
- | - |
| Managerial Officer |
Guo-Yun Shiu | 41 | - |
- | - |
| Managerial Officer |
Mao Lieh Huang | 26,727 | - |
- | - |
| Managerial Officer |
Sheng-Wei Sung | 24,551 | |||
| Managerial Officer |
Hsuan-Chih Tuan | 27,627 | |||
| Managerial Officer |
Wen-Hong Chen | - | - | 31 | - |
| Managerial Officer |
Jin-Fu Huang | - | - | 6,339 | - |
| Managerial Officer |
Ying-Nan Su | (9,000) | - | - | - |
| Spouse | Tsai-Yuen-E Lin | 2,623 | - |
- | - |
| Spouse | Mei-Sing Lin | 6,847 | - |
- | - |
| Spouse | Cuei-Lian Ma | 600 | - |
- | - |
| Spouse | Li-Huei Yang | 82 | - |
- | - |
| Spouse | Li-Jyu Kang | 15 | - |
- | - |
| Spouse | Mei-Ru Hou | 222 | - |
- | - |
| Spouse | Yi-Sin Lin | (13,190) | - | - | - |
| Spouse | Shu-Cin Ho | 350 | - | - | - |
| Major Shareholder |
Wei Chiao Investment & Development Co., Ltd. |
10,285,977 | (20,320,000) | - |
- |
| Major Shareholder |
Yieh United Co., Ltd. | 15,105,266 | (5,500,000) |
- |
- |
| Shares held in the names of other persons |
Long Yuan Investment Development Co., Ltd. |
563,516 | - |
- | - |
| Shares held in the names of other persons |
Chun Fong Investment Development Co., Ltd. |
281,168 | - |
- | - |
105
| Title | Name | 2022 | 2022 | As of April 30 | of the current year |
|---|---|---|---|---|---|
| Shareholding Increase (Decrease) |
Pledged Shareholding Increase (Decrease) |
Shareholding Increase (Decrease) |
Pledged Shareholding Increase (Decrease) |
||
| Shares held in the names of other persons |
Shin Chun Investment Development Co., Ltd. |
421,710 | - |
- | - |
| Shares held in the names of other persons |
Ji Chang Enterprise Co., Ltd. |
68,672 | - |
- | - |
| Shares held in the names of other persons |
Chao Ying Enterprise Co., Ltd. |
125,602 | - |
- | - |
| Shares held in the names of other persons |
Shing Bang Enterprise Co., Ltd. |
122,915 | - |
- | - |
| Shares held in the names of other persons |
Li Huei Development Co., Ltd. |
3,973,613 | - |
- | - |
Note: Increase in the number of shares have been transferred in from distribution of earnings of 2022 and the employee share trust.
2. Information on Share Transfers: N/A
3. Information on Share Pledges: N/A
106
IX. Information on the Top 10 Shareholders of the Company Who Are Identified as Related Parties, Spouse or Relative within Second-Degree of Kinship
Relationship information between 10 largest shareholders
April 25, 2022
| April 25, 2022 | April 25, 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Current Shareholding | Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Name and Relationship Between the Company's Top Ten Shareholders, or Spouses or Relatives Within the Second Degree of Kinship |
Remark | ||||
| Shares | % | Shares | % | Shares | % | Company Name | Relation | ||
| (1) Yieh United Steel Corporation (YUSCO) Representative: I-Shou Lin |
317,210,602 | 16.05% | ─ | ─ | 116,701,189 | 5.88% | Wei Chiao Investment Development Co., Ltd. E-Da Healthcare Group Wei Hung Investment and Development Co., Ltd. Hsing Loong Investment & Development Co., Ltd Lien shuo Investment Development Co., Ltd. Zhi 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 Motors Co., Ltd. | ─ | ||||||||
| (2)Wei Chiao Investment Development Co., Ltd. Representative: I-Shou Lin |
216,005,528 | 10.93% | ─ | ─ | ─ | ─ | Yieh United Co., Ltd. E-Da Healthcare Group Wei Hung Investment and Development Co., Ltd. Hsing Loong Investment & Development Co., Ltd Lien Shuo Investment Development Co., Ltd. Chi Yi Investment Co., Ltd. |
Chairman is the same person |
107
| Name | Current Shareholding | Current Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Name and Relationship Between the Company's Top Ten Shareholders, or Spouses or Relatives Within the Second Degree of Kinship |
Name and Relationship Between the Company's Top Ten Shareholders, or Spouses or Relatives Within the Second Degree of Kinship |
Remark |
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Company Name | Relation | ||
| Kuo Chiao Investment and Development Co., Ltd. Li Hui Development Co., Ltd. |
It's director is the Chairman of Wei Chiao |
||||||||
| Ta Ching Motors Co., Ltd. | ─ | ||||||||
| (3) Li Hui Development Co., Ltd. Representative: Yin-Chen Wang |
83,445,874 | 4.22% | ─ | ─ | ─ | ─ | E-Da Healthcare Group Wei Hong Investment and Development Co., Ltd. Hsing Lung Investment & Development Co., Ltd Lian Shuo Investment Development Co., Ltd. Chi Yi Investment Co., Ltd. Yieh United Co., Ltd. Wei Chiao Investment Development Co., Ltd. |
It's chairman is a director of Li Hui |
|
| Kuo Chiao Investment and Development Co., Ltd. Ta Ching Motors Co., Ltd. |
─ | ||||||||
| (4) Wei Hong Investment and Development Co., Ltd. Representative: I-Shou Lin |
76,400,658 | 3.87% | ─ | ─ | ─ | ─ | Yieh United Co., Ltd. Wei Chiao Investment Development Co., Ltd. E-Da Healthcare Group Hsing Lung 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 |
108
| Name | Current Shareholding | Current Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Name and Relationship Between the Company's Top Ten Shareholders, or Spouses or Relatives Within the Second Degree of Kinship |
Name and Relationship Between the Company's Top Ten Shareholders, or Spouses or Relatives Within the Second Degree of Kinship |
Remark |
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Company Name | Relation | ||
| Ta Ching Motors Co., Ltd. | ─ | ||||||||
| (5) Hsing Lung Investment & Development Co., Ltd Representative: I-Shou Lin |
69,938,078 | 3.54% | ─ | ─ | ─ | ─ | Yieh United Co., Ltd. Wei Chiao Investment Development Co., Ltd. E-Da Healthcare Group 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 Motors Co., Ltd. | ─ | ||||||||
| (6) E-Da Healthcare Group Representative: I-Shou Lin |
65,097,068 | 3.29% | ─ | ─ | ─ | ─ | Yieh United Co., Ltd. Wei Chiao Investment Development Co., Ltd. Wei Hong Investment and Development Co., Ltd. Hsing Lung 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 |
109
| Name | Current Shareholding | Current Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Name and Relationship Between the Company's Top Ten Shareholders, or Spouses or Relatives Within the Second Degree of Kinship |
Name and Relationship Between the Company's Top Ten Shareholders, or Spouses or Relatives Within the Second Degree of Kinship |
Remark |
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Company Name | Relation | ||
| Ta Ching Motors Co., Ltd. | ─ | ||||||||
| (7) Kuo Chiao Investment and Development Co., Ltd. Representative: He-Hsing Lai |
64,964,178 | 3.29% | ─ | ─ | ─ | ─ | Yieh United Co., Ltd. Wei Chiao Investment Development Co., Ltd. E-Da Healthcare Group Wei Hong Investment and Development Co., Ltd. Hsing Lung 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 Motors Co., Ltd. | Its supervisor is the chairman of Kuo Chiao |
||||||||
| Li Hui Development Co., Ltd. | ─ | ||||||||
| (8) Lian Shuo Investment Development Co., Ltd. Representative: I-Shou Lin |
62,751,376 | 3.18% | ─ | ─ | Yieh United Co., Ltd. Wei Chiao Investment Development Co., Ltd. E-Da Healthcare Group Wei Hong Investment and Development Co., Ltd. Hsing Lung 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 Ching Motors Co., Ltd. | ─ |
110
| Name | Current Shareholding | Current Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Name and Relationship Between the Company's Top Ten Shareholders, or Spouses or Relatives Within the Second Degree of Kinship |
Name and Relationship Between the Company's Top Ten Shareholders, or Spouses or Relatives Within the Second Degree of Kinship |
Remark |
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Company Name | Relation | ||
| (9) Ta Ching Motor Industrial Co., Ltd Representative: Pyng-Yeong Liang |
54,449,105 | 2.76% | ─ | ─ | ─ | ─ | Yieh United Co., Ltd. Wei Chiao Investment E-Da Healthcare Group Lian Shuo Investment Wei Hong Investment and Chi Yi Investment Co., Ltd. Hsing Lung Investment & Li Hui Development Co., Ltd. |
─ | |
| Kuo Chiao Investment and Development Co., Ltd. |
Its chairman of the board is the supervisor of Ta Ching Motors |
||||||||
| (10) Chi Yi Investment Co., Ltd. Representative: I-Shou Lin |
44,312,530 | 2.24% | ─ | ─ | ─ | ─ | Yieh United Co., Ltd. Wei Chiao Investment Development Co., Ltd. E-Da Healthcare Group Wei Hong Investment and Development Co., Ltd. Hsing Lung 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 Ching Motors Co., Ltd. | ─ |
111
| Name | Current Shareholding | Current Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Name and Relationship Between the Company's Top Ten Shareholders, or Spouses or Relatives Within the Second Degree of Kinship |
Name and Relationship Between the Company's Top Ten Shareholders, or Spouses or Relatives Within the Second Degree of Kinship |
Remark |
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Company Name | Relation | ||
| (11) I-Shou Lin | 168,248 | 0.00% | 55,093 | ─ | ─ | ─ | Yieh United Co., Ltd. Wei Chiao Investment Development Co., Ltd. E-Da Healthcare Group Wei Hong Investment and Development Co., Ltd. Hsing Lung 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% | 0.00% | ─ | ─ | ─ | Li Hui Development Co., Ltd. | Chairman is the same person |
|
| (13) Pyng-Yeong Liang | 48,403 | 0.00% | 143,79 7 |
─ | ─ | ─ | Ta Ching Motors Co., Ltd. | Chairman is the same person |
|
| (14) Ho-Hsing Lai | 0 | 0.00% | 0.00% | ─ | ─ | ─ | Kuo Chiao Investment and Development Co., Ltd. |
Chairman is the same person |
112
X. Number of Shares invested by the Company, any of the Company’s Directors, Supervisors, Executive Officers and Businesses directly or indirectly controlled by the Company, and Consolidated Percentage of Shareholding :
Combined shareholding percentage
| December 31, 2022 Unit: Shares; % |
December 31, 2022 Unit: Shares; % |
December 31, 2022 Unit: Shares; % |
December 31, 2022 Unit: Shares; % |
|||
|---|---|---|---|---|---|---|
| Affiliated Enterprises (Note) | Ownership by the Company | Direct or Indirect Ownership by Directors/Supervisors/Managers |
Total Ownership | |||
| Shares | Shareholding | Shares | Shareholding | Shares | Shareholding | |
| Good Honor Holdings Ltd. | 46,400 | 100.00% |
0 | 0.00% |
46,400 | 100.00% |
| Yieh Phui (Hong Kong) Holdings Limited |
233,500,000 | 100.00% |
0 | 0.00% |
233,500,000 | 100.00% |
| Worthing Honor Holdings Ltd. | 100,000 | 100.00% |
0 | 0.00% |
100,000 | 100.00% |
| Shin Phui Steel Corporation | 23,917,289 | 100.00% |
0 | 0.00% |
23,917,289 | 100.00% |
| Shin Yang Steel Co., Ltd. | 87,696,000 | 100.00% |
0 | 0.00% |
87,696,000 | 100.00% |
| Sin Bang Investment & Development Co., Ltd. |
19,102,500 | 100.00% |
0 | 0.00% |
19,102,500 | 100.00% |
| Gen-Wan Technology Corp | 3,951,421 | 86.99% |
1,024 | 0.02% |
3,952,445 | 87.01% |
| EMMT Systems Corporation | 48,840,290 | 78.51% |
4,652,535 | 7.48% |
53,492,825 | 85.99% |
| Yieh Hsing Enterprise Co., Ltd. | 304,654,386 | 57.41% |
218,633 | 0.04% |
304,873,019 | 57.45% |
| E-United Japan Co., Ltd. | 470 | 47.00% |
0 | 0.00% |
470 | 47.00% |
| Kuo Chang Enterprise Co., Ltd. | 107,370,104 | 99.04% |
0 | 0.00% |
107,370,104 | 99.04% |
| United Brightening Development Corp. |
150,893,035 | 95.56% |
0 | 0.00% |
150,893,035 | 95.56% |
| Cheng Shin Security Co., Ltd. | 1,400,000 | 35.00% |
400,000 | 10.00% |
1,800,000 | 45.00% |
| Eliter International Corp. | 283,583,868 | 30.06% |
173,898,973 | 18.43% |
457,482,841 | 48.49% |
| E-Da Development Co., Ltd. | 209,619,406 | 28.44% |
47,192,184 | 6.40% |
256,811,590 | 34.85% |
| Yieh Mau Corporation | 55,290,578 | 23.00% |
7,421 | 0.00% |
55,297,999 | 23.00% |
| Asiazone Co., Ltd. | 15,090,000 | 32.80% |
0 | 0.00% |
15,090,000 | 32.80% |
| Eda Tourist Car Co., Ltd. | 1,349,000 | 19.00% |
28,400 | 0.40% |
1,377,400 | 19.40% |
| Eda Bus Co., Ltd. | 1,845,307 | 17.09% |
10,229 | 0.09% |
1,855,536 | 17.18% |
| Skylark Hot-Spring Resort Co., Ltd. |
1,170,000 | 14.63% |
2,000,000 | 25.00% |
3,170,000 | 39.63% |
| Tangeng Iron Works Co., Ltd. | 39,553,000 | 11.30% |
69,500,000 | 19.86% |
2020,053,00 0 |
31.16% |
| Hong Yuh Assets Management Co.,Ltd. |
123,920,000 | 80.00% |
0 | 0.00% |
123,920,000 | 80.00% |
| Lian So(H.K)Co., Ltd. | 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% |
| Eda Entertainment Co., Ltd. | 7,410,000 | 19.00% |
0 | 0.00% |
7,410,000 | 19.00% |
| Li Hui Development Co., Ltd. | 64,045,000 | 44.56% |
0 | 0.00% |
64,045,000 | 44.56% |
| ji Chang Enterprise Co., Ltd | 1,042,200 | 45.00% |
0 | 0.00% |
1,042,200 | 45.00% |
| Yieh United Co., Ltd. | 676,660,515 | 25.82% |
130,849,303 | 4.99% |
807,509,818 | 30.82% |
| E-Da Visual Effects Co., Ltd. | 3,185,000 | 49.00% |
0 | 0.00% |
3,185,000 | 49.00% |
| Groupco Technology Inc. | 0 | 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, Inc. |
0 | 0.00% |
40,488,461 | 91.47% |
40,488,461 | 91.47% |
| Awid Asia Co., Ltd. | 0 | 0.00% |
3,030,000 | 100.00% |
3,030,000 | 100.00% |
| Yieh Phui (China) Technomaterial Co., Ltd. |
0 | 0.00% | 0 | 100.00% | 0 | 100.00% |
| Changshu Ever Glory Trading Co.,Ltd. |
0 | 0.00% | 0 | 100.00% | 0 | 100.00% |
| Tianjin Lianfa Precision Steel Corporation |
0 | 0.00% | 0 | 100.00% | 0 | 100.00% |
| Wabo Global Trading Corporation | 0 | 0.00% | 6,000,000 | 100.00% | 6,000,000 | 100.00% |
| Pt. E-United Ferro Indonesia | 0 | 0.00% | 3,525,000 | 100.00% | 3,525,000 | 100.00% |
113
| Affiliated Enterprises (Note) | Ownership by the Company | Ownership by the Company | Direct or Indirect Ownership by Directors/Supervisors/Managers |
Direct or Indirect Ownership by Directors/Supervisors/Managers |
Total Ownership | Total Ownership |
|---|---|---|---|---|---|---|
| Shares | Shareholding | Shares | Shareholding | Shares | Shareholding | |
| Pt. Yieh Ferro Indonesia | 0 | 0.00% | 500,000 | 100.00% | 500,000 | 100.00% |
| Pt. Genba Indoresources | 0 | 0.00% | 0 | 100.00% | 0 | 100.00% |
| Pt. Genba Multi Mineral | 0 | 0.00% | 0 | 100.00% | 0 | 100.00% |
| Pt. Asiamax Mining Indonesia | 0 | 0.00% | 54,500 | 100.00% | 54,500 | 100.00% |
| Lian Yang (Hong Kong) Trading Limited |
0 | 0.00% | 100,000 | 100.00% | 100,000 | 100.00% |
| Chao Ying Investment Development Co.,, Ltd. |
0 | 0.00% | 30,400,000 | 100.00% | 30,400,000 | 100.00% |
| Kingsgarden International Co., Ltd. |
258,000,000 | 54.89% | 212,000,000 | 45.11% | 470,000,000 | 100.00% |
| Kaohsiung Marriott Hotel | 292,000,000 | 58.17% | 210,000,000 | 41.83% | 502,000,000 | 100.00% |
| Shin-Jan Engineering &Management Consulting Co., Ltd. |
320,000 | 32.00% | 130,000 | 13.00% | 450,000 | 45.00% |
| UniPattern Corporation | 0 | 0.00% | 5,200,000 | 43.33% | 5,200,000 | 43.33% |
| United Winner Metals L.P | 0 | 0.00% | 3,475,106 | 33.75% | 3,475,106 | 33.75% |
| E-Mau Development Co., Ltd. | 0 | 0.00% | 5,504,000 | 25.60% | 5,504,000 | 25.60% |
Note: The equity method was employed for this Company's long-term investments.
114
Chapter 4. Funding Status
I. Capital and Shares
(I) Sources of Capital
Unit: NT$ thousands, thousand shares
| Month/ Year |
Issue Price |
Authorized Capital | Authorized Capital | Paid-in Capital | Paid-in Capital | Remark | Remark | |
|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Sources of Capital |
Capital Increase by Assets Other than Cash |
Others | ||
| 1995.05 | 10 |
600,000 | 6,000,000 | 339,422 | 3,394,220 | Capitalization of earnings 950,227 |
None | May 10, 1995 TDDC (1)No. 27765 |
| 1996.04 | 10 |
600,000 | 6,000,000 | 424,278 | 4,242,780 | Capitalization of earnings 848,556 |
None | March 27, 1996 TDDC(1) No. 21718 |
| 1997.01 | 10 |
600,000 | 6,000,000 | 484,278 | 4,842,780 | Capital increase by cash 600,000 |
None | October 22, 1996 TDDC(1) No. 59340 |
| 1997.06 | 10 |
600,000 | 6,000,000 | 508,492 | 5,084,920 | Capitalization of earnings 242,139 |
None | May 30, 1997 TDDC (1)No. 43183 |
| 1998.06 | 10 |
750,000 | 7,500,000 | 584,766 | 5,847,660 | Capitalization of earnings 762,738 |
None | April 24, 1998 TDDC (1) No. 35445 |
| 1999.09 | 10 |
750,000 | 7,500,000 | 672,481 | 6,724,810 | Capitalization of earnings 877,149 |
None | August 10, 1999 TDDC (1) No. 73628 |
| 1999.11 | 10 |
750,000 | 7,500,000 | 747,481 | 7,474,810 | Capital increase by cash 750,000 |
None | November 11, 1999 TDDC (1) No. 87166 |
| 2000.06 | 10 |
1,000,000 | 10,000,000 | 837,178 | 8,371,780 | Capitalization of earnings 896,977 |
None | June 21, 2000 TDDC (1) No. 53713 |
| 2001.02 | 10 |
1,000,000 | 10,000,000 | 797,178 | 7,971,780 | Capital reduction (cancellation of treasury stocks) 400,000 |
None | November 14, 2000 TDCC No. 85102 Nov.29, 2000 TDCC (1)No. 97250 Jan. 17, 2001 TDCC No.102095 Feb. 08, 2001 TDCC (3)No. 107419 |
| 2001.10 | 10 |
1,000,000 | 10,000,000 | 829,065 | 8,290,659 | Capitalization of earnings 318,871 |
None | July 14, 2001 TDCC (1) No. 144750 |
| 2001.12 | 10 |
1,000,000 | 10,000,000 | 809,065 | 8,090,660 | Capital reduction (cancellation of treasury stocks) 200,000 |
None | September 5, 2001 TDCC (3) No. 156354 |
| 2003.09 | 10 |
1,250.000 | 12,500,000 | 922,335 | 9,223,352 | Capitalization of earnings 1,132,692 |
None | August, 12, 2003 TDCC (1) No. 0920136291 |
| 2003.12 | 10 |
1,250,000 | 12,500,000 | 994.605 | 9.946.051 | Domestic corporate bonds conversion 722,699 |
None | January 20, 2004 MOEA Official Letter No. 0930101042 |
115
| 2004.03 | 10 |
1,250,000 | 12,500,000 | 1,034,618 | 10,346,181 | Domestic corporate bonds conversion 400,130 |
None | April 21, 2004 MOEA Official Letter No. 09301068070 |
|---|---|---|---|---|---|---|---|---|
| 2004.09 | 10 |
1,250,000 | 12,500,000 | 1,074,722 | 10,747,216 | Domestic and overseas corporate bond conversion 401,035 |
None | November 10, 2004 MOEA Official Letter No. 09301213380 |
| 2004.12 | 10 |
1,250,000 | 12,500,000 | 1,095,303 | 10,953,026 | Domestic and overseas corporate bonds conversion 205,811 |
None | February 24, 2005 MOEA No. 09401031080 |
| 2005.03 | 10 |
1,320,000 | 13,200,000 | 1,195,303 | 11,953,026 | Capital increase by cash 1,000,000 |
None | March 28, 2005 MOEA No. 09401048940 |
| 2005.03 | 10 |
1,320,000 | 13,200,000 | 1,196,258 | 11,962,580 | Domestic and overseas corporate bonds conversion 9,553 |
None | April 26, 2005 MOEA No. 09401072640 |
| 2005.08 | 10 |
1,520,000 | 15,200,000 | 1,256,071 | 12,560,709 | Capitalization of earnings 598,129 |
None | September 19, 2005 MOEA No. 09401176700 |
| 2005.08 | 10 |
1,520,000 | 15,200,000 | 1,260,930 | 12,609,299 | Merger capital increase 48,590 |
None | September 30, 2005 MOEA No. 09401184830 |
| 2006.10 | 10 |
2,000,000 | 20,000,000 | 1,349,195 | 13,491,950 | Capitalization of earnings 882,651 |
None | October 25, 2006 MOEA No. 09501235990 |
| 2007.09 | 10 |
2,000,000 | 20,000,000 | 1,389,671 | 13,896,708 | Capitalization of earnings 404,758 |
None | October 16, 2007 MOEA No. 09601251540 |
| 2008.10 | 10 |
2,000,000 | 20,000,000 | 1,459,154 | 14,591,543 | Capitalization of earnings 694,835 |
None | October 21, 2008 MOEA No. 09701268630 |
| 2009.03 | 10 |
2,000,000 | 20,000,000 | 1,411,863 | 14,118,633 | Capital reduction (cancellation of treasury stocks)472,910 |
None |
March 27, 2009 MOEA No. 09801060200 |
| 2009.09 | 10 |
2,000,000 | 20,000,000 | 1,454,219 | 14,542,192 | Capitalization of earnings 423,559 |
None | September 22, 2009 MOEA No. 09801218880 |
| 2010.10 | 10 |
2,000,000 | 20,000,000 | 1,526,930 | 15,269,302 | Capitalization of earnings 727,110 |
None | October 05, 2010 MOEA No. 09901224020 |
| 2011.10 | 10 |
2,000,000 | 20,000,000 | 1,603,276 | 16,032,767 | Capitalization of earnings 763,465 |
None | October 11, 2011 MOEA No. 10001229410 |
| 2012.10 | 10 |
2,000,000 | 20,000,000 | 1,635,342 | 16,353,422 | Capitalization of earnings 320,655 |
None | October 03, 2012 MOEA No. 10101203790 |
| 2014.09 | 10 |
2,000,000 | 20,000,000 | 1,668,049 | 16,680,491 | Capitalization of earnings 327,069 |
None | September 12, 2014 MOEA Official Letter No. 10301190130 |
116
| 2015.09 | 10 |
2,000,000 | 20,000,000 | 1,718,090 | 17,180,905 | Capitalization of earnings 500,414 |
None | September 21, 2015 MOEA No. 10401195830 |
|---|---|---|---|---|---|---|---|---|
| 2017.09 | 10 |
2,000,000 | 20,000,000 | 1,821,176 | 18,211,760 | Capitalization of earnings 1,030,855 |
None | September 26, 2017 MOEA Official Letter No. 10601132590 |
| 2018.09 | 10 |
2,000,000 | 20,000,000 | 1,875,811 | 18,758,112 | Capitalization of earnings 546,352 |
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 375,163 |
None | September 19, 2019 MOEA Official Letter No. 10801128440 |
| 2020.09 | 10 |
2,000,000 | 20,000,000 | 1,890,569 | 18,905,695 | Capital reduction (cancellation of treasury stocks)227,580 |
None |
September 15, 2020 MOEA Official Letter No. 10901163030 |
| 2022.07 | 10 |
3,000,000 | 30,000,000 | 1,890,569 | 18,905,695 | Increase capital |
無 | July 26,2022 MOEA Official Letter No. 11101129420 |
| 2022.09 | 10 |
3,000,000 | 30,000,000 | 1,985,097 | 19,850,979 | Capitalization of earnings 94,528 |
無 | September 15, 2022 MOEA Official Letter No. 11101178360 |
| 2023.04 |
10 |
3,000,000 |
30,000,000 |
1,975,864 |
19,758,649 |
Capital reduction (cancellationof treasury stocks 9,233 |
無 |
April 13, 2023 MOEA Official Letter No. 11230048990 |
~~Note 1: The annual data shall be updated as of the publication date of this annual report.~~ 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.
nit: shares
| Share Type | Authorized Capital | Authorized Capital | Remark | |
|---|---|---|---|---|
| Issued Shares (Note) | Un-issued Shares | Total | ||
| Registered common shares |
1,975,864,994 |
1,024,135,006 | 3,000,000,000 | Shares of listed companies |
Information on shelf registration
Unit: NT$ thousands,
thousand shares
| thousand shares | thousand shares | ||||||
|---|---|---|---|---|---|---|---|
| Types of securiti es |
Estimated issuance amount |
Amount of issued | The purpose and expected benefits of the issued shares |
Pre-set period of issuance of the unissued portion |
Remark | ||
| Total number of shares |
Approved amount |
Shares | Price | ||||
| N/A |
117
(II) Structure of Shareholders:
Structure
As of: April 23, 2023
| Structure Item |
Govern ment Agencie s |
Financial Institution s |
Other Institutional Shareholders |
Domestic Natural Persons |
Foreign Institutions & Natural Persons |
Mainland/n atural person |
Total |
|---|---|---|---|---|---|---|---|
| Number of Shareholders |
1 | 2 | 226 | 127,220 | 206 | 1 | 127,656 |
| Shareholding (Shares) |
13 | 3,918,360 | 1,260,946,363 | 600,951,824 | 110,048,433 | 1 | 1,975,864,994 |
| Shareholding | 0.00% | 0.20% | 63.82% | 30.41% | 5.57% | 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.
(III) Share Distribution
Shareholding Distribution Status
As of: April 23, 2023
| As of: April 23,2023 | |||
|---|---|---|---|
| Range of Shareholding | Number of Shareholders |
Shareholding (Shares) | Shareholding |
| 1 to 999 | 43,375 | 7,137,410 | 0.36% |
| 1,000 to 5,000 | 58,046 |
118,105,743 |
5.98% |
| 5,001 to 10,000 | 12,910 |
85,870,236 |
4.35% |
| 10,001 to15,000 | 5,705 | 65,951,791 | 3.34% |
| 15,001 to20,000 | 2,112 | 36,329,545 |
1.84% |
| 20,001 to 30,000 | 2,346 | 55,332,916 | 2.80% |
| 30,001 to40,000 | 1,049 | 35,528,708 | 1.80% |
| 40,001 to 50,000 | 550 |
24,442,877 |
1.24% |
| 50,001 to 100,000 | 954 |
64,833,111 |
3.28% |
| 100,001 to200,000 | 363 | 47,451,762 | 2.40% |
| 200,001 to400,000 | 123 | 33,674,555 | 1.70% |
| 400,001 to 600,000 | 43 | 20,750,429 | 1.05% |
| 600,001 to 800,000 | 15 | 10,179,379 | 0.52% |
| 800,001 to 1,000,000 | 10 |
9,013,857 |
0.46% |
| 1,000,001 or over | 55 |
1,361,262,675 |
68.88% |
| Total | 127,656 | 1,975,864,994 |
100% |
Preferred shares
As of: April 23, 2023
| Range of Shareholding | Number of Shareholders |
Shareholding (Shares) |
Shareholding |
|---|---|---|---|
| Create new ranges as needed | N/A | ||
| Total |
118
(IV) List of Major Shareholders
List of Major Shareholders As of: April 23, 2023
| Shareholding Shareholder's Name |
Shareholding (Shares) | Shareholding |
|---|---|---|
| YiehUnited Co.,Ltd. | 317,210,602 | 16.05% |
| Wei Chiao Investment DevelopmentCo.,Ltd. |
216,005,528 | 10.93% |
| Li Hui Development Co.,Ltd. | 83,445,874 | 4.22% |
| Wei Hong Investment and DevelopmentCo.,Ltd. |
76,400,658 | 3.87% |
| Hsing Lung Investment & DevelopmentCo.,Ltd |
69,938,078 | 3.54% |
| E-Da Healthcare Group | 65,097,068 | 3.29% |
| Kuo Chiao Investment and DevelopmentCo.,Ltd. |
64,964,178 | 3.29% |
| Lian Shuo Investment DevelopmentCo.,Ltd. |
62,751,376 | 3.18% |
| Ta ChingMotors Co.,Ltd. | 54,449,105 | 2.76% |
| Chi Yi Investment Co.,Ltd. | 44,312,530 | 2.24% |
119
(V) Information on Market Price, Net Worth, Surplus and Dividend per Share for the Most Recent Two Years Market Value Per Share, Net Values, Earnings and Dividends
Item |
Year | Year | 2021 | 2022 | From the beginning of the year to Thursday, March 31, 2023 (Note 8) |
|---|---|---|---|---|---|
| Market Price per Share (Note 1) |
Max. | 41.6 | 26.7 | 17.7 | |
| Min. | 11.1 | 13 | 15.3 | ||
| Average | 23.58 | 18.6 | 16.69 | ||
| Net worth per share (Note 2) |
Before distribution |
16.66 | 15.98 | — | |
| After distribution | 15.39 | 15.68 | — | ||
| Earnings per Share |
Weighted average number of shares |
1,985,098 thousand shares |
1,983,205 thousand shares |
— | |
| Earningsper share(note 3) | 2.65 | 0.41 | — | ||
| Dividends per Share |
Cash dividend | 0.5 | 0.3 | — | |
| Stock dividends |
Stock dividends | 0.5 | — | — | |
| Dividends from Capital Surplus |
— | — | — | ||
| Accumulated unpaid dividend (Note 4) |
— | — | — | ||
| Return on Investment |
Price-to-earnings ratio(Note 5) | 9.00 | 45.37 | — | |
| Price-to-dividend ratio(Note 6) | 47.16 | 62.00 | — | ||
| Cash dividend yield (note 7) | 0.02 | 0.016 | — |
*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 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.
120
(VI) Dividend Policy and Implementation Status:
-
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 2021 profit distribution, as shown below in details:
Yieh Phui Enterprise Co., Ltd Earnings Distribution Table
| Yieh Phui Enterprise Co., Ltd Earnings Distribution Table |
||
|---|---|---|
| 2022 | ||
| Unit:NT$ | ||
| Item | Amount | |
| Unallocated Earnings in the beginning of year | 2,633,385,349 | |
| Remeasurement on defined benefit plans | ||
| Add : | recognized in retained earnings | 152,541,814 |
| Changes in associates and joint ventures | ||
| Less : | accounted for using equity method | (1,803,410) |
| Less : | Changes in subsidiaries' ownership | (11,629,408) |
| Add : | Net income | 809,507,125 |
| Less : | Legal reserve | (94,861,612) |
| Less : | special reserve | (37,322,065) |
| Distributable earnings | 3,449,817,793 | |
| Less : | Shareholders’ dividend-cash | (592,759,498) |
| Unallocated earnings,end ofyear | 2,857,058,295 |
121
(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)
Unit: NT$thousands(excludingNT$for |
Unit: NT$thousands(excludingNT$for |
earningsper sh | |
|---|---|---|---|
| Year Item |
2023 (Note 1) (Estimated) |
||
| Beginning paid-in capital | 19,758,649 | ||
| 1Distribution of dividends this year |
Cash dividendper share | 0.3 | |
Surplus to capital increase stock dividendper share |
─ | ||
Capital reserve to capital increase stock dividendper share |
─ | ||
| Operating Performance Changes |
Income from operations | Not applicable (Note 2) |
|
| Ratio of increase (decrease) in operating profit over the same period lastyear |
|||
| Net income after tax | |||
| Ratio of increase (decrease) in NIAT over the same period last year | |||
| Earningsper Share | |||
| Ratio of increase(decrease)in EPS over the sameperiod lastyear | |||
| Annual average return on investment (reciprocal of average annual PE ratio) |
|||
| 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 2022 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 2022.
(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. When there is a cumulative deficit, the Company shall reserve such an amount in advance for compensation.
-
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
-
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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.
-
Distribution of Compensation of Employees, Directors, and Supervisors Approved in the Board of Directors Meeting
-
(1) The amount of any employee compensation distributed in cash or stock and compensation for directors and supervisors. If there is any discrepancy between that amount and the estimated figure for the fiscal year these expenses are recognized, the discrepancy, its cause, and the status of treatment shall be disclosed:
| Unit: NT$ | |||||
|---|---|---|---|---|---|
| Estimated amount for 2022 |
Approved amount by the Board of Directors on March 09,2023 |
Difference between estimate and actualpayment |
Causes | Status | |
| Employee compensation |
2,252,039 | 2,252,039 | 0 | None | None |
| Directors' remuneration |
1,126,020 | 563,010 | 563,010 | The distribution rate on the resolution of the board of directors is 0.05% |
The difference has been adjusted in March 2023. |
-
(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. N/A
-
Information on Distribution of Compensation of Employees, Directors, and Supervisors (With an Indication of the Number of Distributed Shares, Monetary Amount, and Stock Price) And, If There Is Any Discrepancy Between the Actual Distribution and the Recognized Employee, Director, or Supervisor Compensation, Additionally the Discrepancy, Cause, and How It Is Treated:
| Unit: NT$ | Unit: NT$ | |||||
|---|---|---|---|---|---|---|
| Estimated amount for 2021 |
Approved amount by the Board of Directors on March 9,2022 |
Amount of actual payment |
Difference between estimate and actual payment |
Causes | Status | |
| Employee compensation in cash |
12,636,852 | 12,636,852 | 12,636,852 | 0 | None | None |
| Employee compensation in shares |
0 | 0 | 0 | 0 | None | None |
| Directors' remuneration | 6,318,426 | 3,159,213 | 3,159,213 | 0 | None | None |
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(IX) Repurchase of Shares by the Company
Unit: NTD
Unit: NTD |
|
|---|---|
| Share Buyback frequency | The Eighth Buyback |
| Purpose for share buyback | To enhance the credit of the company and the rights of stockholders |
| Buybackperiod | Oct. 18- Dec. 17,2022 |
| Buybackprice range | NT$13.5-15per share |
| Number and type of share buyback | Common shares 9,233,000 shares |
| Buyback volume | NT$133,923,077 |
| The purchased shares as a percentage of the planned buyback |
30.78% |
| Number of shares to be written off or transfer | 9,233,000 shares |
| Accumulated shareholding | 0 share |
| Accumulated shareholding as a percentage of outstandingshares(%) |
0% |
| Reasons for not completing share buyback | 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 Global 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. Employee Stock Options: None
VI. Issuance of Employee Stock Options: None
- VII. Issuance of New Shares in Connection with Mergers and Acquisitions: None
VIII.Implementation of Capital Utilization Plan: None
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Chapter 5. Operational Overview
I. Business Content:
(I) Scope of Business:
- Main Content of the Company's Consolidated Business:
Horticulture Service Basic Industrial Chemical Manufacturing Manufacturing of Other Non-Metallic Mineral Products Iron and Steel Refining Iron and Steel Rolling and Extrusion Iron and Steel Casting Secondary Processing of Iron and Steel Manufacturing of Steel Wires and Cables Manufacturing of Metal Structures and Architectural Components Manufacturing of Metal Wire Products Manufacturing of Other Metallic Products Surface Treatment Machinery and Equipment Manufacturing Manufacturing of Other Mechanical Products Manufacturing of Electronic Parts and Components Manufacturing of Automobiles and Parts Manufacturing of Motorbikes and Parts Wholesale of Flowers Wholesaling of Ironware Wholesale of Building Materials Wholesale of Machinery Wholesale of Motor Vehicle and Motorbike Parts and Supplies Wholesale of Other Products Retail of Flowers Retail of Ironware Retail of Building Materials Retail of Machinery and Equipment Retail of Motor Vehicle and Motorbike Parts and Supplies Retail of Other Products International Trade Professional Construction of Steel Structure Works Development, Rental and Sales of Residential and Office Buildings 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, conveyor and crane.
Businesses that are not prohibited or restricted by law, except for those subject to license approval
2. Proportion of consolidated businesses
| Main Product | Amount | Ratio(%) |
|---|---|---|
| Pickled steel coils | 10,715 | 0.01 |
| Rolled steel coil | 4,928,246 | 5.89 |
| Galvanized steel coils | 39,357,198 | 47.04 |
| Pre-painted steel coils | 20,243,699 | 24.19 |
| Steelpipe | 6,903,527 | 8.25 |
| Wire | 6,399,936 | 7.65 |
| Construction revenue | 488,231 | 0.58 |
| Electronicproducts | 1,123,602 | 1.34 |
| Others | 4,220,709 | 5.05 |
| Total revenue | 83,675,863 | 100.00 |
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- 3 .The Company's current consolidated products include: manufacturing, processing, and trade of pickled steel coil, cold-rolled steel coil, (aluminum) zinc plated steel coil, coated steel coil, steel coil products, and mechanical parts; design of piping engineering; 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.
4. New products and services planned for development:
| 4. New products and services | planned for development: |
|---|---|
| Item | Objectives |
| 1. Low-temperature anti-Fingerprint | The development of low-temperature anti-fingerprint is to reduce energy consumption and increase corrosion resistance. |
| 2. Development for server components material |
Steel development for high-end server components is to improve strength, abrasion resistance,and better weldability. |
| 3. Development of pre-painted zinc-aluminum-magnesium steel sheet (PPGM) for wire channel of solar system |
In order to different types of wire channel materials, development of PPGM is able to replace current aluminum or stainless steel wire channel and can adapt to any severe environment of solar power locations. |
| 4. Development of middle-low grade non-oriented silicon steel. |
The development of middle-low grade non-oriented silicon steel is to diversifyYP’sproduct types and to meet future market’s need. |
| 5. Development of GM with anti- fingerprint for black tarnish resistance |
As YP’s GM steel is susceptible to black tarnish, the issue should be improved by using environmentally-friendly anti-fingerprint formula. YP’s GMproduct can therefore be more competitive. |
| 6. Development of LM with Environmentally-friendly passivation formula for black tarnish resistance |
As YP’s LM steel is susceptible to black tarnish, the issue should be improved by using environmentally-friendly passivation formula for better resistance of black tarnish. And YP’s LM steel can therefore be more competitive. |
| 7. Development of chrome-free pre-treatment passivation for pre-painted steel sheet. |
In the future pre-treatment passivation applied on pre-painted steel sheet is required to be chrome-free, so YP will cooperate with our passivation supplier to develop chrome-free pre-treatment passivation for pre-painted steel sheet in order to meet market’s need. |
| 8. Development of trivalent chromium anti-fingerprint for PL steel |
As European market has the need for trivalent chromium anti-fingerprint formula, YP will cooperate with our passivation supplier to develop chrome-free pre-treatment passivation for PL steel sheet in order to meet market’s need. |
| 9.Elecinsulating coating for middle-low grade non-oriented silicon steel. |
In order to fulfill customer’s satisfactory and need, it is a must to develop elecinsulating coating for middle-low grade non-oriented silicon steel. |
| 10.Development of minimum of 40% recycled content of hot-dip 55%Al- Zn coated steel coil |
To develop hot-dip 55%Al-Zn coated steel coil with minimum of 40% recycled content to meet the requirements of circular economy to well- known 3C application manufacturers to continuouslykeepthe sales market. |
| 11. Development of high solids content pre-painted steel coil |
To develop high solids content vanish applied to pre-painted steel coil. It will induce lower paint usage during production and reduce cost of pre- painted steel coil. Furthermore, it also enhances Yieh Phui to achieve Corporate Social Responsibilityof reducingcarbon emissions. |
| 12. Development of high-strength and high-toughness thin steel sheet |
To develop of high-strength (i.e. tensile strength above 550 MPa) and high- toughness thin steel sheet. It can be widely used in computer keyboard internalparts and increaseproduct sales of electronic application. |
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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 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 1970s; 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 participated 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 ultraspecial 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.
- The correlation among the upstream, midstream and downstream of the industry:
The upstream raw material for the steel industry is steel billet, which is produced through the steelmaking process. Steelmaking is divided into blast furnace and electric furnace steelmaking. The former uses iron ore and coking coal as raw materials, with 98% of iron ore used as steelmaking raw materials. Steel mills produce crude steel from iron ore, coking coal, and other raw materials through the blast furnace, and then manufacture various types of steel products according to different uses. The representative steel mill is CSC. Electric furnace steelmaking mainly uses scrap steel as the main raw material. Since Taiwan's steelmaking raw materials rely on imports, currently only CSC is an integrated steel mill.
In the steel industry, the intermediate products are mainly carbon steel, including cold/hot rolled steel plates, rebars, coated steel products, wire coils, and bar steel coils. Among them, coated steel products have the effect of replacing hot/cold rolled steel and have rapidly growing demand, as evidenced by the global demand for coated steel products in recent years. Coated steel products such as galvanized and painted steel plates have many advantages, including excellent corrosion resistance, easy construction, beautiful appearance, long service life, low maintenance costs, and recyclability to replace wood. In recent years, under the trend of abnormal climate and
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increasing environmental protection awareness worldwide, coated steel products have become the best environmental protection materials applied in infrastructure construction.
Looking back at the production history of advanced steel-producing countries, upstream steel mills supplied low-cost and competitive raw materials to downstream enterprises, enabling them to process and export or sell domestically, which will effectively improve the performance of processed exports and promote the growth of domestic gross domestic product (GDP). On the other hand, if upstream steel mills can provide raw materials that are compatible with deep processing and create higher value-added demand for midstream and downstream enterprises, they can further leverage the integration effect of the upstream, midstream, and downstream supply chain, continuously expand the industry foundation, and provide midstream and downstream enterprises with more opportunities for industrial upgrading, exerting a cluster effect, increasing domestic investment, and creating more employment 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. Competition status and development trend of the products:
In recent years, the global consumption of coated steel has continued to show a steady growth trend, accompanied by an increase and renovation of production capacity and output. However, over the past three years, with the disruption caused by the COVID19 pandemic, inflation intensifying, the escalating trade war between the US and China, and the Russia-Ukraine conflict mired in a quagmire, the international situation has become highly volatile, and all manufacturers have made efforts to adjust their business strategies to adapt to the situation. Taiwan is located at the forefront of the US-China rivalry and has a shallow economy, making export earnings extremely important. In the global marketing context of the steel industry, exports competitiveness can be reduced due to differences in tariffs caused by geopolitical factors. In terms of free trade agreements (FTA), Taiwan is at a disadvantage compared to other competitive countries, and this urgently needs to be further promoted by the government. The signing of the Taiwan-US BTA (bilateral trade agreement) can be seen as a major positive breakthrough.
Looking ahead to the future, our company will continue to strive for flexibility in operations and further expand upon our competitive advantages in terms of product variety, size combinations, equipment capacity, and other areas that exceed those of our competitors. We will also deepen our marketing channels to provide customers with more comprehensive services and feedback when purchasing materials. In addition to actively improving our product quality and image, Looking to the future, our company will continue to strive for flexible operations, leverage our advantages in product variety, size combinations, and equipment capacity to further enhance our marketing channels and provide customers with more comprehensive services and feedback when purchasing materials. In addition to actively improving our product quality and image, we will also actively develop new products. In recent years, green energy issues have been widely recognized globally, and various countries have formulated carbon neutrality policies. Domestic companies have also begun to actively change their
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production models. In response to changing times, our company will focus on high value-added and green energy products, vigorously move towards the direction of green and environmentally friendly products, and realize our blue ocean strategy to surpass industry competition, make market differentiation and adapt to the trend of environmental protection, aiming to achieve better business performance.
(III) Technology and R&D Overview:
- Consolidated R&D expenses in the most recent year, up to the printing of this annual report
A total of NT$117,611 thousand in 2022 and NT$30,42 thousand in January-March 2023.
2. Consolidated new product
| Item | Date of Development |
Results |
|---|---|---|
| Hot-dip 5%Al-Mg-Zn coated steel product (GM) |
January 2021 |
Successfully developed hot-dip 5%Al-Mg-Zn coated steel product (GM) is by added extra Mg to 5%Al-Zn coated steel(GF) to increase corrosion resisting property, and to increase YP’s product competitiveness both in domestic and foreign markets as well. |
| Hot-dip Al-Si coated steel product |
January 2021 |
Successfully developed hot-dip Al-Si coated steel product (AS) is suitable for oven inner-wall, bake tray, car exhaust pipe, etc. where heat resistance is required. This product enhances YP’s product competitiveness both in domestic and foreign markets. |
| HSLA galvanized steel sheet (GZ) |
January 2021 |
Successfully developed HSLA galvanized products (GZ) steel sheet with thickness of 1.0mm, and tensile strength of 300 MPa to 420 MPa, is applicable for high processing and welding in motorcars and SUV. This product complies with the requirements of European Union's RoHS and automotive directive. |
| hot-dip 55% Al-Mg-Zn coated steel product with environmentally friendly nti- fingerprint |
February 2021 | Successfully developed hot-dip 55% Al-Mg-Zn coated steel product (LM) with environmentally friendly anti-fingerprint can effectively improve the surface tarnish defect, and enhance the competitiveness of hot-dip 55% Al- Mg-Zn coated steel product. |
| Hot-press molding Al coated steel product (22MnB5) |
February 2021 |
22MnB5 is suitable for car-part application to enhances YP’s product competitiveness both in domestic and foreign markets. |
| High performance PVF (polyvinyl fluoride) pre- painted steel |
February 2021 | PVF pre-painted steel product is developed by a special paint coating applied technology. Compared with PVDF product, PVF product is equipped with better weather resistant and chemical resisting properties, which is developed after fully understand the paint properties, with the oven temperature and the heating-rate curve readjusted. It is suitable for hi-end architecture application and the building exposed to severe atmospheric condition. |
| High-strength low-alloyl (HSLA) cold-rolled steel |
February 2021 | Successfully developed HSLA cold-rolled steel of 260 MPa to 420 MPa grade tensile strength, applicable for automotive structural parts. |
| High corrosion resistance and RoHS compliant anti - fingerprint coating for hot-dip Zn-Al-Mg coated steel |
March 2021 | Successfully developed RoHS compliant anti-fingerprint coating with high corrosion resistance for hot-dip Zn-Al-Mg coated steel product which equipped with high corrosion resistant and with self-lubricating function, increasing product's processing and forming performance. The product is applicable forphotovoltaic brackets appliance. |
| Leading strip to increase yield of hot-rolled material |
March 2021 | Welding 8 to 10 meter leading strip that is reusable to instead of off gauge of cold-rolled mill mechanism. It can increase yield of hot-rolled material significantly. |
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| Item | Date of Development |
Results |
|---|---|---|
| Environmentally- friendly anti-microbial plus pre-painted sheet in coil |
April 2021 | Successfully developed anti-microbial plus green color sheet in coil, which significantly reaches 99% growth inhibition of influenza virus, H3N2,FCV , and 95% growth inhibition of COVID-19 Delta approved by third party testing laboratory in Japan according to ISO 21702, is suitable for pharmaceutical factory or food factory application where the environmental cleanliness is required. |
| Specified pump at down chute to extract zinc powder and steam technology |
April 2021 | Apply specified pump at down chute to extract zinc powder and steam technology. It can improve surface quality of hot-dip Zn-Al-Mg coated steel product and make Yieh Phui more competitive in the market. |
| A type of technology to improve roll mark defects at curingsection |
April 2021 | Introduce a type of technology to improve roll mark defects at curing section to cold-rolled steel product to increase competitiveness of Yieh Phui. |
| A type of technology to cut off gauge strip automatically |
May 2021 | Introduce a type of technology to cut off gauge strip of cold-rolled material automatically. It will improve inaccurate cutting by manual work and increaseyield of continuousgalvanised line significantly. |
| Development of minimum of 20% recycled content of hot- dip 55%Al-Zn coated steel coil |
February, 2022 | Successfully developed hot-dip 55% Al-Zn coated steel product with minimum of 20% recycled content. It has used to the well-known brand to 23.8-inch eco-friendly desktop monitor and 15.6-inch eco-friendly notebook computer display internal parts. The product was announced at Touch Taiwan Optoelectronics Exhibition on April 27, 2022 and enhanced Yieh Phui to become industry’s leadingmanufacturer of circular economy. |
| Anti-fingerprint chemicals for hot-dip Zn-Al-Mg coated steel coil (GM) |
January, 2022 | Successfully developed anti-fingerprint chemicals for hot-dip Zn-Al-Mg coated steel coil (GM). The chemicals with anti-black, electrical impedance, corrosion resistance and compliance with RoHS Directive properties and cause the annual sales of GM products to increase more than 20,000 metric tons |
(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 plans
Taiwan is a shallow market, and our company evaluated that in 2022 we were one of the top three suppliers for domestically produced hot-dip galvanized and painted steel products. Although domestic sales are not the main source of revenue for the company, we have moderately increased the proportion of domestic sales in response to domestic and international situations and fluctuations in the exchange rate of the New Taiwan dollar. This will help to highlight the importance of the domestic market, especially during international market conditions or significant exchange rate fluctuations.
The short-term goal is to actively strengthen the product portfolio and implement the
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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:
- Main sales destinations:
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 mainland 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 for Taiwan released by the Taiwan Steel and Iron Industries Association in 2019 (from the year 2019 to 2024), the annual demand for hot-dip galvanized steel in Taiwan was estimated to be around 1.508 million metric tons in 2019, a decrease of 1.0% from around 1.524 million metric tons in 2018. This is due to the escalation of the US-China trade war, which has expanded into a comprehensive confrontation, and the implementation of monetary tightening policies by various countries under the context of inflation, leading to turmoil in the international steel market. Although the domestic political and economic situation in Taiwan is relatively stable and foreign investment is flowing in, Taiwan's economy is shallow and is easily affected by the international situation. In addition, it is also predicted that the annual demand for hot-dip galvanized steel in Taiwan will be approximately 1.501 million tons in 2023, which is a decrease of 0.5% compared to 2022. In recent years, China has continued to push for reforms in the steel industry and in 2023, the policy of controlling both production capacity and output will be implemented. This is a positive signal for both the domestic and international steel markets.
Our company continues to implement a global marketing strategy, and in 2022, the proportion of exports was approximately 60-65%. 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.
- Advantages and disadvantages of competitive niche and development prospect, and the countermeasures against the disadvantages:
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Favorable Factors:
-
A. 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.
-
B. The production of baked coatings ranks first in the industry and has the most complete product portfolio. Under production conditions that meet economic scale requirements, it can fully supply various products demanded by the market, with cost competitiveness superior to other industry players. In recent years, the company has also actively developed various types of green and environmentally friendly products, which can increase product added value and timely meet various customer order requirements.
-
C. According to statistics from CRU International Steel Journal, global consumption of coated steel sheets in 2022 is approximately 159.73 million tons, which is a decrease of 12.65 million tons (-4.54%) from 167.34 million tons in 2021. This significant decline is attributed to the adoption of tight monetary policies by various countries in response to inflation, leading to a drop in demand. This indicates that the consumption of coated steel sheets in various application fields is significantly affected by the overall economic conditions.
-
D. The company can effectively mitigate risks such as exchange rates, delivery times, and quality, especially in 2022 when the New Taiwan dollar continued to fluctuate, which greatly reduced the impact of international economic fluctuations..
-
E. Compared with the peers, the Company continues to implement internal management, which is conducive to the progress of production and marketing. The Company had introduced Total 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 2021." On January 31, 2022, it was reviewed and approved by the Japanese side, and officially won the TPM World Class Award from the Japan JIPM Association, making it become the second steel company in the global steel industry and the first non-Japanese steel mill in the world to win this honor.
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
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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. Taiwan has faced difficulties in making progress with free trade agreements (FTAs) with other countries. The Regional Comprehensive Economic Partnership (RCEP), consisting of 15 member countries primarily from ASEAN, officially came into effect on January 1st, 2022. The second round of substantive negotiations for the Taiwan-U.S. Trade and Investment Framework Agreement (TIFA) has concluded in January 2023, and there is hope for the early signing of a Bilateral Trade Agreement (BTA) in the first half of this year. This will be an important positive breakthrough for Taiwan's external economic and trade development.
-
C. The progress of the signing of Free Trade Agreement (FTA) between Taiwan and other countries is slow. On the New Year's Day of 2022, the Regional Comprehensive Economic Partnership (RCEP), consisting of 15 ASEAN member states as the main body, has officially entered into force. Compared with the main competitors in the partnership including mainland China, Japan, South Korea and Vietnam, Taiwan is facing an increasing crisis of marginalization in the trade market. The follow-up depends on the government's active promotion of joining the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) to enhance the export competitiveness of domestic industries.
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(II) Applications and Manufacturing Processes of Main Products:
1. Main Uses of the Products:
| Product Item | Main Uses |
|---|---|
| Pickled steel coils | For use in electrical appliances, furniture and motor cars,industrial machinery,etc. |
| Cold rolled steel coils | 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 |
| Steel structure for buildings | Building structure of residential buildings, office buildings,supermarkets,etc. |
| Steel structure for plants | tructure for electronic plant, power plant, steel mill, incinerationplant,etc. |
| Steel structure for bridges | For use in roads and bridges |
| Frame crane | Bridge crane for transportation and hoisting in industrialplants |
| Straddle Carrier | Lifting equipment for arranging and transportation of containers at containeryard |
| 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 |
135
2. Manufacturing processes:
==> picture [448 x 680] intentionally omitted <==
----- Start of picture text -----
Hot-rolled
t l il
Acid pickling Pickled steel
coils
Delivery
Cold rolling Cold rolled
steel coils
Galvanizatio Galvanized Warehousi
steel coils
Pre-painting Pre-painted
steel coils
Hot-rolled/cold-
rolled steel coil
Slitting
Delivery
Hot-
Tubing rolled/cold-
rolled steel
Warehousi
Galvanizatio Galvanized
steel pipe
Hot-
Delivery
rolled/pickled/cold-
Hot
rolling/Pickling/cold
Cutting/Slitti rolling Warehousi
Cutting steel plate,
steel strip
inspection
Finished product
inspection Finished product
inspection Finished product
----- End of picture text -----
136
Manufacturing process
==> picture [475 x 471] intentionally omitted <==
----- Start of picture text -----
Steel plate/structural
steel
Raw material Square tube,
Heam
Product: Steel structure
Hoisting at site
Cold for buildings
Welding Warehousing Product: Steel structure for plants
Coating Finished product Product: Steel structure
inspection for bridges
Steel
l / hi / l
Product: Overhead crane
Cold
On-site
ki
i i
Welding Hoisting Product: Straddle Carrier
Machining Factory test Product: Container crane
Coating Assembly
----- End of picture text -----
(III) Supply of the Main Raw Materials:
| Main raw materials | Supply by domestic suppliers | Supply by foreign suppliers |
|---|---|---|
| Steel coil | 95.32% | 4.68% |
| Paint | 100.00% | 0.00% |
| Zinc (aluminum) ingots | 41.82% | 58.18% |
| Steel billet | 70.28% | 29.72% |
137
(IV) Information of Customers that Contribute to More Than 10% of total Purchases & Sales in the Most Recent Two Years: 1. List of suppliers that contribute to more than 10% of the Company's net purchase:
Information of major suppliers in the last 2 years
| 2021 | 2022 | 2022 up | to the end of the previous quarter | to the end of the previous quarter | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ITE M |
Name | Amount | Proportion to Annual Net Purchases (%) |
Relationsh ip with the Issuer |
Name |
Amount | Percentage to net purchase in the year up to the previous quarter (%) |
Relationship with the Issuer |
Name | Amount | Percentage to net purchase in the year up to the previous quarter (%) |
Relationsh ip with the Issuer |
| 4017 | 16,465,855 | 21.55% | Non- related parties |
4017 | 12,765,476 | 21.36% | Non-related parties |
Note 1 | ||||
| 2 | 16037 | 7,810,494 | 10.22% | Related parties |
A00082 | 6,942,394 | 11.61% | Non-related parties |
||||
| Others | 52,128,540 | 68.23% | Others | 40,069,001 | 67.03% | |||||||
| Net purchase |
76,404,889 | 100.00% | Net purchase |
59,776,872 | 100.00% |
Note 1: As of the date of printing of the annual report, the financial information for the first quarter of 2023 has not yet been reviewed and finalized by the accountant. Reason for increase or decrease: cater to business requirements
138
- List of customers that contribute to more than 10% of the Company's consolidated net sales:
Information of major customers for the last 2 years
| 2021 | 2022 | 2023 | up to the end of the previous quarter (Note 1) | up to the end of the previous quarter (Note 1) | up to the end of the previous quarter (Note 1) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ITEM | Name | Amount | Proportion to Annual Net Sales (%) |
Relations hip with the Issuer |
Name |
Amount | Proportion to Annual Net Sales (%) |
Relation ship with the Issuer |
Name |
Amount | Percentage to net sales in the year up to the previous quarter(%) |
Relationship with the Issuer |
| Others | 90,046,653 | 100.00% | Others | 83,675,863 | 100% | Others | ||||||
| Net Sales | 90,046,653 | 100.00% | Net Sales | 83,675,863 | 100% | Net Sales |
Note 1: As of the date of printing of the annual report, the financial information for the first quarter of 2023 has not yet been reviewed and finalized by the accountant.
139
(V) Production 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 |
||||
|---|---|---|---|---|---|---|
| Year Production Volume and Value Major Product (or by Department) |
2022 | 2021 | ||||
| Production Capacity |
Production Volume |
Production Value | Production Capacity |
Production Volume |
Production Value | |
| Pickled steel coils | 2,110,000 | 1,114,835 |
24,428,302 |
2,110,000 |
1,411,104 |
32,270,293 |
| Rolled steel coil | 1,020,000 | 421,030 |
10,807,627 |
1,020,000 |
472,623 |
11,992,763 |
| Hard rolled steel coil | 1,600,000 | 1,272,493 |
24,825,774 |
1,600,000 |
1,420,134 |
31,422,150 |
| Cold rolled steel coils | 500,000 | 19,150 |
452,429 |
500,000 |
162,780 |
3,860,678 |
| Galvanized steel coils | 2,300,000 | 1,804,178 |
47,123,217 |
2,300,000 |
2,111,634 |
56,862,875 |
| Pre-painted steel coils | 920,000 | 488,354 |
15,923,568 |
920,000 |
608,238 |
19,464,598 |
| OEM steel coil | - | 51,035 |
132,884 |
- |
86,088 |
185,194 |
| Others | - | 97,262 |
1,318,585 |
- |
111,726 |
1,535,403 |
| Steel pipe | 411,000 | 340,841 |
9,467,938 |
411,000 |
239,998 |
6,248,212 |
| Bridge crane | - | 9 |
171,598 |
- |
10 |
148,932 |
| Steel structure | - | 14,355 |
255,492 |
- |
18,539 |
477,287 |
| Wire | 500,000 | 278,592 |
6,473,220 |
500,000 |
316,072 |
6,670,414 |
| Total | 9,361,000 | 5,902,133 |
141,380,634 |
9,361,000 |
6,958,946 |
171,138,799 |
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
| Year Sales volume and value Major Product (orbyDepartment ) |
2022 |
2022 |
2022 |
2022 |
2021 | 2021 | 2021 | 2021 |
|---|---|---|---|---|---|---|---|---|
| Domestic | Exports | Domestic sales | Exports | |||||
| Item | Amount | Item | Amount | Item | Amount | Item | Amount | |
| Pickled steel coils | - | - | 671 | 10,715 |
50 |
940 |
717 |
13,659 |
| Rolled steel coil | 1,278 | 17,972 |
458 |
7,408 |
1,402 |
23,367 |
- |
- |
| Hard rolled steel coil | - |
- | 223,296 | 4,509,896 | 97 |
2,304 |
256,319 |
5,776,447 |
| Cold rolled steel coils | - |
- | 18,337 | 388,378 |
2,092 |
56,704 |
143,494 |
3,283,642 |
| Galvanized steel coils | 258,261 | 7,501,067 | 1,116,038 | 31,982,422 | 287,352 | 8,416,350 | 1,154,123 | 34,364,163 |
| Pre-painted steel coils | 56,680 | 2,626,313 | 442,388 |
15,860,698 | 56,233 | 2,468,876 | 534,475 |
19,250,930 |
| Trading | 34,618 | 814,964 |
- |
- | 49,573 | 1,226,750 | - |
- |
| OEM steel coil | 26,860 | 146,868 |
41 |
155 |
43,526 | 196,728 |
36 |
153 |
| Wire | 271,126 | 5,157,563 | 13,577 |
1,578,519 | 301,107 | 5,672,092 | 14,037 |
1,249,996 |
| Steel pipe | 58,924 | 1,772,846 | 126,244 |
5,456,083 | 60,025 | 1,745,559 | 62,327 |
1,944,103 |
| Bridge crane | 9 | 200,682 |
- |
- | 10 | 159,724 |
- |
316 |
| Steel structure | 14,355 | 305,367 |
- |
- | 18,539 | 527,611 |
- |
- |
| Others | 39,214 | 2,344,169 | 66,197 |
2,993,779 | 46,122 | 642,833 |
74,507 |
3,023,404 |
| Total | 761,327 | 20,887,522 | 2,007,247 | 62,788,341 | 866,127 | 21,139,839 | 2,240,035 | 68,906,814 |
140
III. Employee Information:
| Year | Year | 2021 | 2022 | Year as at April 30, 2023 (Note) |
|---|---|---|---|---|
| Number of employees |
Male | 3,877 | 3,876 | 3,964 |
| Female | 1,022 | 1,067 | 1,111 | |
| Total | 4,899 | 4,943 | 5,075 | |
| Average Age | 39.96 | 39.96 | 40.57 | |
| Average Years of Services | 10.40 | 10.40 | 10.60 | |
| Education | Doctor | 0.27% | 0.28% | 0.28% |
| Master | 7.04% | 6.92% | 6.91% | |
| University | 57.44% | 56.58% | 56.89% | |
| Senior High School (Vocational School) |
31.56% | 32.17% | 31.41% | |
| Below Senior High School |
3.59% | 4.05% | 4.51% |
Note: Fill information for the current fiscal year as of the publication date of this annua l report.
141
IV. Environmental Protection Expenditure:
(I) Total damages (include compensation) and punishment due to environmental pollution in last fiscal year up to April 30, 2023:
| April 30,2023: | |||||
|---|---|---|---|---|---|
| ITEM | 2019 | 2020 | 2021 | 2022 | March 22,2023 |
| Status of Pollution (Type and Level) |
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 | None | None |
| Compensation recipient or unit imposing the punishment |
None | The unit imposing the punishment is Kaohsiung City Government Environmental Protection Agency |
None | None | None |
| Amount of Compensation or Penalty |
None | Fine of NT$60,000 and 2 hours of environmental education workshop. |
None | None | None |
| Other damages | None | None | None | None | None |
(II) Future response strategies and potential expenditure:
-
Remedial plan: (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 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Pollution control equipment to be purchase or expenditure |
1. Supplies replacementand cleaning of air pollution control equipment. 2. VOC emission charge. 3. Sulfur oxides and nitrogen oxides emission charge. |
1. Supplies replacement and cleaning of air pollution control equipment. 2. VOC emission charge. 3. Sulfur oxides and nitrogen oxides emission charge. |
1. Supplies replacement and cleaning of air pollution control equipment. 2. VOCs emission charge. 3. Sulfur oxides and nitrogen oxides emission charge. |
1. Supplies replacement and cleaning of air pollution control equipment. 2. VOCs emission charge. 3. Sulfur oxides and nitrogen oxides emission charge. |
| Expected Improvements |
1. Replace Raschig ring, heat storage 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 per year. |
1. Replace Raschig ring, heat storage 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 per year. |
1. Replace Raschig ring, heat storage 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 per year. |
1. Replace Raschig ring, heat storage 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 per year. |
| Amount | Approx. NT$3,763.5 thousand |
Approx. NT$3,763.5 thousand |
Approx. NT$3,763.5 thousand |
Approx. NT$3,763.5 thousand |
142
- Expected environmental protection capital expenditures for next three years
| 2. Expected environmental protection capital expenditures for next three years | 2. Expected environmental protection capital expenditures for next three years | 2. Expected environmental protection capital expenditures for next three years | 2. Expected environmental protection capital expenditures for next three years | 2. Expected environmental protection capital expenditures for next three years |
|---|---|---|---|---|
| 3. Impact after improvements | ||||
| ITEM | 2022 | 2023 | 2024 | 2025 |
| Impact on net profit | Low impact | Low impact | Low impact | Low impact |
| Impact on competitive position |
Continue to increase environmental protection performance, promote harmony in neighborhood, and maintain good corporate image. |
143
V. Labor management Relations:
(I) Existing important labor-management agreements and implementation situation:
The Company is in the iron and steel industry, features complete staffing quality, and implements people-oriented management. It follows the principles in the United Nations Universal Declaration of Human Rights, the United Nations Guiding Principles on Business and Human Rights, the United Nations Global Covenant (UNGC), and the United Nations International Labor Organization Convention, and recognizes the right of everyone to freely choose / accept work for a living. For this reason, the Company has developed the Appointment and Promotion Policy to expose transparent and fair employment standards and treat current colleagues, contractors and interns with dignity and respect. 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.
-
. Starting from January 1st, 2022, employees of the group's production entities will be granted seniority allowances based on their years of service, and salary adjustments will be made for personnel in the sixth grade or lower, with a total average salary adjustment rate of 6.25%. In addition, the night shift differentials for native/foreign rotational shift colleagues will be increased.
-
(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 the Operations without Illegal Intervention, the Sexual Harassment Prevention Regulation, the Workplace Unlawful Prevention and the Sexual Harassment Prevention Committee are all established to prevent and respond to the rights and interests of employees.
-
(4) The Company has established internal reward and punishment measures against executives or colleagues who take advantage of professional title, grade, rank or position to physically attack, verbally insult, intimidate, threaten and otherwise bully or commit violent acts, or other illegal infringement behaviors in the workplace.
-
(5) The announcement area of the Company's internal EIP website has set up a Zone Against Illegal Infringement in the Performance of Duties and a Illegal Workplace Infringement Notification System. In addition, employee complaint channels such as the Operations without Illegal Intervention, the Sexual Harassment Prevention Regulation, the Workplace Unlawful Prevention and the Sexual Harassment Prevention Committee are all established to prevent and respond to the rights and interests of employees.
144
-
(6) When the new recruits are under education and training, they are all informed of what are “illegal infringement in the performance of duties” according to the Operations without Illegal Intervention program, and are provided with information on complaint channel/window. In addition, on specific holidays (such as International Girls' Day, Women's Day, etc.), the Company will publicize/reiterate the statement of prohibition of illegal infringement / sexual harassment in the workplace to all colleagues.
-
(7) The Employee Welfare Committee encourages employees to establish diverse clubs and promote leisure and entertainment to cultivate peer connection.
2. Healthy and safe workplace
-
(1) The company has been awarded the "Health Promotion Mark" certification under the "Health Workplace Certification" program by the Health Promotion Administration of the Ministry of Health and Welfare.
-
(2)The company has applied for the subsidy program for middle-aged and senior job redesign under the Workforce Development Agency of the Ministry of Labor.
-
(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) Employees are entitled to professional health check-ups provided by E-Da Hospital, which exceed the legal requirement of annual health check-ups for employees aged 40 and above, and biennial health check-ups for employees under 40. This is to ensure the initial screening of employee health.
-
(5) The Company works with E-Da Hospital in setting up a clinic in the factory, assists employees in health management and regularly holds various healthy activities, encouraging employees to participate freely in order to provide a healthy life for employees.
-
(6) The Company works with E-Da Hospital to provide "Employee Health Management Planning and Services". Through the establishment of the Company's exclusive health care manager, we analyze the annual health examination results and work-related factors, track specific personnel by grouping, prevents potential health risks, and provides the Company's employee with 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.
3. 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) The Company 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 employee’s rights, benefits, and occupational safety.
145
-
(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.
4. 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.
-
(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) It 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) The Company pays production and sales bonus according to monthly sales performance and personal performance.
-
(8) The Company pays year-end performance bonus according to its annual business profit and personal performance.
146
-
(9) The Company 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, and obtained the 2022 National Talent Development Award.
-
(14) The Company cares for and encourages new employees, immediately communicates the company's values and policies to new employees on time, to provide employees with a friendly and safe working environment.
-
(15) To enhance recruitment competitiveness, a special leave pre-allocation system for new employees will be implemented starting from May 2022. New employees will be pre-allocated 3 days of special leave upon their date of hire, enabling them to balance their work and life.
-
(16) 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.
-
(17) 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.
-
(18) In recognition of the fact that internal instructors devote their time to planning courses, producing teaching materials, 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.
-
(19) The Company cares for and encourages new employees, immediately communicates the company's values and policies to new employees on time, to provide employees with a friendly and safe working environment.
-
(20) 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.
-
(21) Relevant qualifications specified by the competent authority acquired by relevant financial personnel:
-
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.
147
-
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 10% of employees' actual salary as retirement reserve every month, fills in the Retirement Reserve Deposit Slip, and deposit into Bank of Taiwan before the 20th of the following month.
-
(3) In appreciation of the retired colleagues' hard work and contributions to the company, a trophy and bouquet presentation event will be held starting from November 2022.
(II) List of damages due to labor-management disputes in the last two years: None
148
VI. Cyber security management
(I) Information security management strategy and framework:
-
Information security risk management framework
-
(1)Information security governance organization
-
In response to government regulations, the company has set up a Chief Information Security Officer (CISO) on November 7th, 2022, after approval by the board of directors. On December 21st, 2022, the Audit Committee reviewed and submitted proposals to the board of directors, which were approved. The company has established information security policies, a cybersecurity implementation team, and a plan for promoting information security management. The company has also assigned a dedicated information security manager and staff to coordinate policy formulation, implementation, risk management, and compliance audits related to information security and protection. The company will also conduct regular reviews of information security policies and report to the board of directors.
-
(2) The organizational structure of the Information Security
==> picture [456 x 139] intentionally omitted <==
2. Information security policy
- (1) Information security management strategy and framework
To ensure smooth execution regarding the Company's information assets, information security and various corporate operations, the Information Security Policy was established and announced by the President on November 15, After reviewing the policy on December 26, 2022, it has been renamed as "Information and Communication Security Policy" and will be re-published.,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 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.
In order to effectively implement information security management, the Company reviews the applicability and protection measures of information security policies according to the
149
management cycle mechanism of Plan-Do-Check-Act (PDCA), and regularly evaluates and reviews the implementation results.
The " Plan stage " focuses on information security risk management, reducing enterprise information security threats from the system, technical and procedural levels.
In the " Do stage ", multi-layer information security protection is constructed, innovative technologies for information security defense are continuously introduced, the information security control and management mechanism is integrated into the daily operation procedures such as software and hardware maintenance and operation, and information security is systematically monitored to maintain the confidentiality, integrity and availability of the Company's important assets.
The " Check stage " actively monitors the effectiveness of information security management, regularly implements general information security control operations every year to audit the implementation of various information security measures of information units, and conducts regular annual internal control self-inspection operations, and accepts audit for ISO 9001, IECQ QC 080000 and various external certifications.
The " Act stage " is based on review and continuous improvement, and implements supervision and audit to ensure the continued effectiveness of information security standards; when employees violate relevant norms and procedures, they will be subject to reward and punishment measures, and personnel sanctions (including employee annual performance appraisal or taking necessary legal action) according to the circumstances; in addition, improvements including information security measures, education and training, and publicity will be regularly reviewed and implemented to ensure that the Company's important confidential information is not leaked.
150
(2) Enterprise information security risk management and continuous improvement framework
==> picture [457 x 258] intentionally omitted <==
----- Start of picture text -----
Inspection and Constant Improvement Risk Management of Information Security
• Improvement and Inspection of Information • Risk Assessment of Business Information
Security Measures Security
• The Threat and Control of Information Security • Risk Management of Business Information
and Its Technology Security and Its Strategies
• Dealing with the Violation of Information action
Security
• Education Training and Publication of
Information Security Security of
Business
Information
The Control of the Effectiveness of
the Management of Information Multi-layer Protection of
Security Information Security
• Continuous Control of Information Security implementation • Personnel and Physical • Internet Security
• Annual Periodical Control Operation of general Security • Device Security
• Account and Authority • Data Security
Information Security
• Annual Periodical Internal Control Inspection Operation Management
• Control of Information
Security and Its Maintenance
planning
supervising
----- End of picture text -----
(3) Specific management plan
==> picture [413 x 388] intentionally omitted <==
151
- (4) Resources invested in the security management of information security [Education and training on information security]: To cultivate the Company employees' information security risk awareness, the Company held the Corporate Information Security Education and Training (digital curriculum and online testing) in November, 2022 to enhance employees' awareness of corporate information security and understanding of the contents and restrictions of the information services provided by the Company, aiming to develop awareness of information security risks and threats of all employees. A total of 1,226 executives and employees participated.
==> picture [404 x 194] intentionally omitted <==
----- Start of picture text -----
Number of Participants of Corporate
Information Security Education & Training
1250
1226
1219
1212
1200 1198
1163
1150
1100
2018 2019 2020 2021 2022
----- End of picture text -----
(II) Information security risks and countermeasures:
1. Information technology security risks & management measures
-
(1) The Company has established comprehensive network and computer-related information security protection measures, but it cannot guarantee that the computer system that controls or maintains the Company's manufacturing operations and accounting and other important corporate functions can completely avoid any third-party cyber attack risk paralyzing the system.
-
The Company will also continuously review and evaluate its information security regulations and procedures to ensure their adequacy and effectiveness against the risks of possible cyber attacks or intrusions, protect the proprietary information of customers or other stakeholders, and the personal data of the Company's employees.
-
(2) For malicious hackers trying to introduce computer viruses, destructive software or ransomware into the Company's network system risk, in order to interfere with the Company's operations or extort the Company, the Company will also carry out anti-virus protection measures for each endpoint and strengthen the backup mechanism and off-site backup methods for various important data to prevent computer viruses or any extortionate illegal acts.
-
(3) For the risk of various cyber attacks.
-
In order to prevent and reduce the damage caused by such attacks, the Company will also strengthen the network firewall and network control, comprehensively build endpoint anti-virus measures, strengthen the early detection of phishing emails and fake emails, and continuously strengthen information security protection measures to protect all computer resources and facilities of the Company from malicious software and hacker attacks.
152
-
(4) Any means for any of the above-mentioned cyber attacks or computer viruses, destructive software or ransomware intrusion risks.
-
The Company believes that traces must be left after passing through. For the important records of important facilities, the relevant trace data will be specially backed up, so that in the future, if the relevant unknown intrusion or attack is encountered, the relevant trace data can be delivered to the information security service provider providing auxiliary protection to make clear the means of intrusion or attack, and formulate effective protective measures to prevent the recurrence of illegal acts.
-
(5) Maintenance and operation of important computer facilities. The Company signs maintenance contract with external maintenance service provider to maintain the normal operation of important computer software and hardware facilities, and keep operation uninterrupted.
-
(6) Risk of leakage of personal information and important information.
-
In the service contracts signed by the company with third-party service providers, the Company stipulates clauses requiring them to abide by the confidentiality and network security regulations. For personal data or information in the Company's computer facilities, the Company prohibits any unauthorized copying or leakage and requires keeping strict confidentiality. If any violations are verified, judicial prosecution procedures will be carried out to protect the rights and interests of the Company and shareholders from being damaged.
(III) Major Cyber security incidents:
In the most recent year and as of the date of publication of the annual report, the Company had no business damage caused by a material security incident.
The Company continues to implement various information security management actions to protect the Company's important systems and data security.
153
VII. Important Contracts:
| Type of Contract |
Contracting Party |
Commencement Date and Expiration Date |
Major Contents | Restrictions |
|---|---|---|---|---|
| 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, 2022, NT$51,700 thousand had been allocated. |
None |
| Surface rights contract |
Shin Yang Steel Co., Ltd. |
April 1, 2015 - March 31, 2025 |
1. Rental collection method: Monthly rental of NT$926 thousand closing at the beginning of each month. 2. Rental income recognized in 2022 was NT$11,109 thousand. |
None |
Chapter 6. Financial Conditions
I. Condensed Balance Sheet and Consolidated Income Statement for the Most
Recent Five Years:
(I) Condensed balance sheet (consolidated)
| Unit: NT$ thousand | Unit: NT$ thousand | Unit: NT$ thousand | Unit: NT$ thousand | Unit: NT$ thousand | Unit: NT$ thousand | ||
|---|---|---|---|---|---|---|---|
| Year ITEM |
Financial information for the most recent 5 years (Note 1) | March 31, 2023 Financial Information (Consolidated) |
|||||
| 2018 | 2019 | 2020 | 2021 | 2022 | |||
| Current assets | 25,004,843 | 20,910,987 | 20,619,331 | 28,894,529 | 27,610,449 | Note:2 | |
| Property, plant and equipment |
41,118,529 | 43,146,104 | 46,222,080 | 46,844,013 | 45,775,712 | ||
| Intangible assets | 452,363 | 432,499 | 374,347 | 359,251 | 314,110 | ||
| Other assets | 20,485,858 | 19,263,272 | 16,816,612 | 19,043,260 | 19,451,118 | ||
| Total assets | 87,061,593 | 83,752,862 | 84,032,370 | 95,141,053 | 93,151,389 | ||
| Current liabilities |
Before Distribution |
26,727,244 | 27,611,293 | 27,077,797 | 29,476,752 | 25,429,459 | |
| After Distribution |
26,914,825 | 27,611,293 | 27,077,797 | 30,422,037 | Not yet distributed |
||
| Non-current liabilities | 30,692,717 | 28,691,649 | 29,123,459 | 32,768,676 | 34,929,827 | ||
| Total liabilities |
Before Distribution |
57,419,961 | 56,302,942 | 56,201,256 | 62,245,428 | 60,359,286 | |
| After Distribution |
57,607,542 | 56,302,942 | 56,201,256 | 63,190,713 | Not yet distributed |
||
| Equityattributableto shareholders of the parent |
27,787,869 | 25,850,231 | 26,469,211 | 31,504,388 | 31,582,868 | ||
| Sharecapital | 18,758,113 | 19,133,275 | 18,905,695 | 18,905,695 | 19,850,980 | ||
| Capital surplus | 4,883,218 | 4,884,281 | 4,929,007 | 4,928,849 | 4,927,302 | ||
| Retained earnings |
Before Distribution |
4,705,770 | 2,810,846 | 3,589,018 | 8,702,806 | 7,760,853 | |
| After Distribution |
4,143,027 | 2,810,846 | 3,589,018 | 6,812,236 | Not yet distributed |
||
| Other equity | -559,232 | -978,171 | -954,509 | -1,032,962 | -822,369 |
154
| Treasurystock | Treasurystock | - | - | - | - | -133,898 | |
|---|---|---|---|---|---|---|---|
| Non-controlling interest | 1,853,763 | 1,599,689 | 1,361,903 | 1,391,237 | 1,209,235 | ||
| Total equity | Before Distribution |
29,641,632 | 27,449,920 |
27,831,114 | 32,895,625 | 32,792,103 | |
| After Distribution |
29,454,051 | 27,449,920 |
27,831,114 | 31,950,340 | Not yet distributed |
Note 1: The financial information of each of the above years has been reviewed and completed by accountants. Note 2: As of the date of publication of the annual report, there is no financial report for the first quarter of 2013 that has been reviewed and completed by accountants.
Condensed balance sheet (Parent company only)
| Unit: NT$ thousand | Unit: NT$ thousand | Unit: NT$ thousand | Unit: NT$ thousand | |||
|---|---|---|---|---|---|---|
| Year ITEM |
Financial information for the most recent 5 years (Note 1) | |||||
| 2018 | 2019 | 2020 | 2021 | 2022 | ||
| Current assets | 7,510,760 | 6,798,509 | 6,276,773 | 10,712,705 | 10,612,468 | |
| Property, plant and equipment | 7,656,732 | 7,386,910 | 7,108,161 | 7,260,302 | 6,696,259 | |
| Intangible assets | - | - | - | - | - | |
| Other assets | 35,499,170 | 33,493,056 | 32,380,542 | 35,380,192 | 33,423,110 | |
| Total assets | 50,666,662 | 47,678,475 | 45,765,476 | 53,353,199 | 50,731,837 | |
| Current liabilities | Before Distributi on |
12,031,176 | 12,793,730 | 12,367,634 | 11,679,223 | 10,092,770 |
| After Distributi on |
12,218,757 | 12,793,730 | 12,367,634 | 12,624,508 | Not yet distributed |
|
| Non-current liabilities | 10,847,617 | 9,034,514 | 6,928,631 | 10,169,588 | 9,056,199 | |
| Total liabilities | Before Distributi on |
22,878,793 | 21,828,244 | 19,296,265 | 21,848,811 | 19,148,969 |
| After Distributi on |
23,066,374 | 21,828,244 | 19,296,265 | 22,794,096 | Not yet distributed |
|
| Share capital | 18,758,113 | 19,133,275 | 18,905,695 | 18,905,695 | 19,850,980 | |
| Capital surplus | 4,883,218 | 4,884,281 | 4,929,007 | 4,928,849 | 4,927,302 | |
| Retained earnings | Before Distributi on |
4,705,770 | 2,810,846 | 3,589,018 | 8,702,806 | 7,760,853 |
| After Distributi on |
4,143,027 | 2,810,846 | 3,589,018 | 6,812,236 | Not yet distributed |
|
| Other equity | -559,232 | -978,171 | -954,509 | -1,032,962 | -822,369 | |
| Treasury stock | - | - | - | - | -133,898 | |
| Total equity | Before Distributi on |
27,787,869 | 25,850,231 | 26,469,211 | 31,504,388 | 31,582,868 |
| After Distributi on |
27,600,288 | 25,850,231 | 26,469,211 | 30,559,103 | Not yet distributed |
Note 1: The financial information of each of the above years has been reviewed and completed by accountants.
155
(II) Statements of Comprehensive Income (Consolidated)
Unit: NT$ thousand
| Year ITEM |
Financial information for the most recent 5 years | Financial information for the most recent 5 years | Financial information for the most recent 5 years | Financial information for the most recent 5 years | Financial information for the most recent 5 years | March 31, 2023 Financial information (Consolidated) |
|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | 2022 | ||
| Operating revenue | 73,856,189 | 59,687,597 | 55,421,795 | 90,046,653 | 83,675,863 | Note:2 |
| Gross operating profit | 5,911,201 | 2,549,118 | 4,151,017 | 10,901,153 | 9,144,085 |
|
| Operating income (loss) | 1,458,510 | (895,193) | 1,133,086 | 5,033,468 | 2,304,534 |
|
| Non-operating income and expenses |
(1,102,964) | (1,090,273) | (550,296) | 1,282,880 | -1,261,669 |
|
| Net profit before tax | 355,546 | (1,985,466) | 582,790 | 6,316,348 | 1,042,865 |
|
| Net income Net Profit for the Year |
264,944 | (1,700,285) | 517,588 | 5,220,453 | 522,105 | |
| Loss from discontinued operations |
- | - | - | - | - | |
| Net profit (loss) for the period |
264,944 | (1,700,285) | 517,588 | 5,220,453 | 522,105 | |
| Other comprehensive income (loss) in the period (Net income after tax) |
(21,012) | (329,270) | 61,475 | -165,741 | 379,091 | |
| Total comprehensive income |
243,932 | (2,029,555) | 579,063 | 5,054,712 | 901,196 | |
| Net profit attributable to Owners of the parent company |
308,506 | (1,401,081) | 735,238 | 5,202,838 | 809,507 | |
| Net profit attributable to non-controlling interests |
(43,562) | (299,204) | (217,650) | 17,615 | -287,402 | |
| Total composite gains/losses attributable to owners of the parent company |
293,049 | (1,745,191) | 813,293 | 5,041,747 | 1,172,642 | |
| Total composite gains/losses attributable to non-controlling interests |
(49,117) | (284,364) | (234,230) | 12,965 | -271,446 | |
| Earnings per Share | 0.16 | -0.73 | 0.39 | 2.62 | 0.41 |
Note 1: The financial information of each of the above years has been reviewed and completed by accountants. Note 2:As of the date of publication of the annual report, there is no financial report for the first quarter of 2013 that has been reviewed and completed by accountants.
156
Consolidated income statement (Parent company only)
Unit: NT$ thousand
Unit: NT$ thousand |
Unit: NT$ thousand |
Unit: NT$ thousand |
Unit: NT$ thousand |
||
|---|---|---|---|---|---|
| Year ITEM |
Financial information for the most recent 5 years (Note 1) | ||||
| 2018 | 2019 | 2020 | 2021 | 2022 | |
| Operating revenue | 30,026,324 | 24,971,014 | 20,936,210 | 36,785,446 | 33,544,528 |
| Gross operating profit | 2,438,766 | 665,857 | 1,516,300 | 5,444,668 | 3,841,166 |
| Operating income (loss) | 876,087 | (572,255) | 368,368 | 3,618,982 | 1,823,481 |
| Non-operating income and expenses |
(587,176) | (1,168,073) | 468,997 | 2,680,489 | -700,839 |
| Net profit before tax | 288,911 | (1,740,328) | 837,365 | 6,299,471 | 1,122,642 |
| Net income Net Profit for the Year |
308,506 | (1,401,081) | 735,238 | 5,202,838 | 809,507 |
| Loss from discontinued operations |
- | - | - | - | - |
| Net profit (loss) for the period |
308,506 | (1,401,081) | 735,238 | 5,202,838 | 809,507 |
| Other comprehensive income (loss) in the period (Net income after tax) |
(15,457) | (344,110) | 78,055 | -161,091 | 363,135 |
| Total comprehensive income | 293,049 |
(1,745,191) | 813,293 | 5,041,747 | 1,172,642 |
| Earnings per Share | 0.16 | -0.73 | 0.39 | 2.62 | 0.41 |
Note 1: The financial information of each of the above years has been reviewed and completed by accountants.
(III) Name of CPAs and Audit Opinions for the Last Five Years
1. Names of CPAs for The Most Recent Five Years and Their Audit Opinions
| Year | Accounting Firm | Name of CPA | Audit Opinion |
|---|---|---|---|
| 2017 | Crowe Horwath China Certified Public Accountants |
Ling-Wen Huang, Jen- Yao Hsieh |
Unqualified opinion |
| 2018 | Crowe Horwath China Certified Public Accountants |
Ling-Wen Huang, Jen- Yao Hsieh |
Unqualified opinion |
| 2019 | Crowe Horwath China Certified Public Accountants |
Ling-Wen Huang, Shu- Man Tsai |
Unqualified opinion |
| 2020 | Crowe Horwath China Certified Public Accountants |
Ling-Wen Huang, Shu- Man Tsai |
Unqualified opinion |
| 2021 | 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.
157
II. Financial Analysis for the Most Recent Five Years: Consolidated financial analysis
| Year (Note 1) Item analyzed (Note 3) |
Year (Note 1) Item analyzed (Note 3) |
Five Year Financial Analysis (Note: 1) | Five Year Financial Analysis (Note: 1) | Five Year Financial Analysis (Note: 1) | Five Year Financial Analysis (Note: 1) | Year as at Thursday, March 31, 2023 Financial information |
|
|---|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | 2022 | |||
| Financial structure (%) |
Debt ratio | 65.95 | 67.23 | 66.88 | 65.42 | 64.80 | Note:2 |
Ratio of long-term capital to property, plant, and equipment |
146.73 | 130.12 | 123.22 | 140.18 | 147.94 | ||
| Solvency (%) |
Current ratio | 93.56 | 75.73 | 76.15 | 98.02 | 108.58 | |
| Quick ratio | 47.75 | 40.66 | 31.62 | 41.11 | 59.58 | ||
| Interest coverage ratio | 1.28 | -0.51 | 1.51 | 5.63 | 1.62 | ||
| Operating performance |
Receivables turnover ratio (times) |
15.60 | 14.69 | 18.67 | 32.90 | 26.60 | |
| Average collection period | 23.40 | 24.84 | 19.55 | 11.09 | 13.72 | ||
| Inventory turnover rate (times) | 6.68 |
6.31 | 6.30 | 7.01 | 6.22 | ||
Accounts payable turnover rate (times) |
25.48 | 26.03 | 29.68 | 33.87 | 29.15 | ||
Average days in sales |
54.64 | 57.84 | 57.93 | 52.08 | 58.68 | ||
| Property, plant, and equipment turnover ratio (times) |
1.84 |
1.42 | 1.24 | 1.94 | 1.81 | ||
| Total assets turnover rate (times) |
0.85 | 0.72 | 0.66 | 1.01 | 0.89 | ||
| Profitability | Return on total assets (%) | 1.46 | -0.76 | 1.71 | 7.04 | 1.99 | |
| Return on equity (%) | 0.89 | -5.96 | 1.87 | 17.19 | 1.59 | ||
| Pre-tax income to paid-in capital ratio(%) (Note 7) |
1.90 | -10.38 | 3.08 | 33.41 | 5.25 | ||
| Net profit margin (%) | 0.36 | -2.85 | 0.93 | 5.80 | 0.62 | ||
| Earnings per share (NT$) | 0.16 | -0.73 | 0.39 | 2.62 | 0.41 | ||
| Cash Flow | Cash flow ratio (%) | 8.74 | 10.22 | 6.82 | 13.87 | 7.45 | |
| Cash flow adequacy ratio (%) | 36.83 | 43.90 | 38.11 | 38.40 | 50.90 | ||
| Cash reinvestment ratio (%) | 2.33 | 2.99 | 2.06 | 4.34 | 1.94 | ||
| Leverage | Operating leverage | 4.05 | - | 3.66 | 2.17 | 3.97 | |
| Financial leverage | - | - | 1.37 | 3.75 |
158
Please state the causes of changes in each financial ratio for the preceding two fiscal years. (Analysis is not be required if such changes are within 20%.)
1. Quick ratio increased: Due to the decrease in current liabilities in the current period, the quick ratio increased.
2. Interest coverage ratio decreased: Mainly due to the decrease in pre-tax net profit in the current period.I
3. Increased average collection days: Mainly due to the decrease in net sales in the current period, resulting in a decrease in turnover rate and an increase in average collection days.
4. Return on assets decreased: Mainly due to the decrease in net profit in the current period.
5. Return on equity decreased: Mainly due to the decrease in net profit in the current period.
6. Pre-tax net profit to paid-in capital ratio decreased: Mainly due to the decrease in pre-tax net profit compared to the same period last year.
7. Net profit margin decreased: Mainly due to the decrease in net profit in the current period.
8. Earnings per share decreased: Mainly due to the decrease in net profit in the current period.
- Cash flow ratio decreased: Mainly due to the decrease in net cash flow from operating activities in the current period compared to the previous period.
10.Cash flow adequacy ratio increased: Mainly due to the increase in net cash flow from operating activities in the current period compared to the previous five year.
- 11.Cash reinvestment ratio decreased: Mainly due to the decrease in net cash flow from operating activities in the current period compared to the previous period.
- 12.Operating leverage increased: Mainly due to the decrease in operating profit in the current period compared to the previous period.
- 13.Financial leverage increased: Mainly due to the decrease in operating profit in the current period compared to the previous period.
-
* If the Company has prepared a parent company only financial report, an analysis of the Company's parent company only financial ratios shall be prepared.
-
If the financial information prepared by adopting IFRS is less than 5 years old, the financial data in the following table (2) shall be prepared separately adopting the ROC GAAP.
-
Note 1: The financial information of each of the above years has been reviewed and completed by accountants.
-
Note 2:As of the date of publication of the annual report, there is no financial report for the first quarter of 2013 that has been reviewed and completed by accountants.
-
Note 3: The table at the end of the annual report shall include the following formulas:
-
Financial structure
-
(1) Liabilities to Assets Ratio = Total Liabilities / Total Assets.
-
(2) Proportion of long-term capital in property, plant, and equipment = (Total equities + noncurrent liabilities) / (Total net value of property, plant, and equipment).
-
Solvency
-
(1) Current ratio = Current assets / Current liabilities.
-
(2) Quick ratio = (current assets - inventory - prepaid expenses)/current liabilities
-
(3) Interest earned ratio = Earnings before interest and taxes/Interest expenses
-
Operating ability
-
(1) Accounts receivable turnover rate (including accounts receivable and bills receivable from business activities) = Net sales/Balance of average accounts receivable in each period (including accounts receivable and bills receivable from business activities)
-
(2) Average days of collection = 365 / receivables turnover ratio.
-
(3) Inventory turnover ratio = Costs of goods sold / Average inventory.
-
(4) Payable (including accounts payable and business-related notes payable) turnover ratio = net sales revenue/average balance of payable of the period (including accounts payable and business-related notes payable).
-
(5) Average inventory turnover days = 365 / Inventory turnover ratio.
-
(6) Property, plant, and equipment turnover rate = Net sales/Average net property, plant, and equipment.
-
(7) Total asset turnover ratio = Net sales / Average total assets.
-
Profitability
-
(1) Return on assets = [net income + interest expense (1– tax rate)] / average total assets.
-
(2) Return on equity = net income after taxes/average equity
-
(3) Net profit margin = net income after taxes/net sales
-
(4) Earnings per share = (net gain or loss attributable to owners of the parent company - preferred stock dividend) / weighted average number of shares outstanding. (Note 4)
-
Cash flow
-
159
- (1) Cash flow ratio = net cash provided by operating activities / current liabilities
- (2) Net cash flow adequacy ratio = net cash flow rising from operating activities in the most recent five years / (capital expenditure + inventory increase + cash dividend) in the most recent five years.
- (3) Cash re-investment ratio = (net cash flows from operating activities - cash dividend) / (gross property, plant and equipment + long-term investment + other non-current assets + working capital). (Note 5)
-
Leverage:
-
(1) Degree of operating leverage (DOL) = (net operating revenue - variable operating cost and expenses) / operating profit (Note 6)
-
(2) Financial leverage = Operating income / (Operating income - Interest expenses).
-
-
Note 4: In calculating earnings per share with the formula mentioned above, special attention should be paid to the following matters:
-
Use the weighted average number of common shares, not the number of shares issued at the end of the year.
-
Where any cash increase or treasury stock trading exists, the period of circulation shall be taken into account to calculate the weighted average of the number of shares.
-
The shares from capitalization of earnings or capital surplus shall be retrospectively adjusted by the proportion of capital increase when calculating the earnings per share for previous annual and semi-annual periods. The issuance period of the capital increase does not have to be considered.
-
If the preferred shares are nonconvertible accumulated preferred shares, the current annual dividend (whether distributed or not) shall be deducted from the net income after taxes, or increase the net loss after taxes. 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.
-
Note 5: In calculating cash flow, special attention should be paid to the following matters:
-
Net cash flow rising from operating activities refers to the number of net cash inflow from operating activities in the cash flow statement.
-
Capital expenditures refer to the annual cash flow used in capital investment.
-
The increase in inventory is included only if the ending balance is greater than the beginning balance; if the ending inventory is reduced, it shall be calculated as zero.
-
Cash dividends include cash dividends on common shares and preferred shares.
-
Gross property, plant and equipment refers to the property, plant and equipment before depreciation.
-
Note 6: 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.
-
Note 7: 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.
160
Individual financial analysis
| Year (Note 1) Item analyzed (Note 2) |
Year (Note 1) Item analyzed (Note 2) |
Year (Note 1) Item analyzed (Note 2) |
Financial Analyses for the Past Five | Financial Analyses for the Past Five | Fiscal Years (Note: 1) | Fiscal Years (Note: 1) | |
|---|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | 2022 | |||
| Financial structure (%) |
Debt ratio | 45.16 | 45.78 | 42.16 | 40.95 | 37.75 | |
Ratio of long-term capital to property, plant, and equipment |
504.59 | 472.25 | 469.85 | 574.00 | 606.89 | ||
| Solvency (%) |
Current ratio | 62.43 | 53.14 | 50.75 | 91.72 | 105.15 | |
| Quick ratio | 28.66 | 25.87 | 21.78 | 23.40 | 59.89 | ||
| Interest coverage ratio | 1.65 | -3.05 | 3.19 | 19.03 | 4.01 | ||
| Operating performance |
Receivables turnover ratio (times) |
18.55 | 16.71 | 15.40 | 28.85 | 27.71 | |
| Average collection period | 19. 68 | 21.85 | 23.70 | 12.65 | 13.17 | ||
| Inventory turnover rate (times) |
6.96 | 6.85 | 5.83 | 5.74 | 13.91 | ||
| Accounts payable turnover rate (times) |
22.05 | 17.43 | 17.58 | 31.61 | 30.11 | ||
| Average days in sales | 52.45 | 53.30 | 62.64 | 63.57 | 26.24 | ||
| Property, plant, and equipment turnover ratio (times) |
3.81 | 3.32 | 2.89 | 5.12 | 4.81 | ||
| Total assets turnover rate (times) |
0.59 | 0.51 | 0.45 | 0.74 | 0.64 | ||
| Profitability | Return on | total assets (%) | 1.30 | -2.15 | 2.23 | 11.06 | 2.13 |
| Return | on equity (%) | 1.11 | -5.22 | 2.81 | 17.95 | 2.57 | |
| Percentage to the paid- in capital (%) |
Operating income |
4.67 | -2.99 | 1.95 | 19.14 | 9.19 | |
| Pre-tax net profit |
1.54 | -9.10 | 4.43 | 33.32 | 5.66 | ||
| Netprofit margin(%) | 1.03 | -5.61 | 3.51 | 14.14 | 2.41 | ||
| Earnings per share (NT$) | 0.16 | -0.73 | 0.39 | 2.62 | 0.41 | ||
| Cash Flow | Cash flow ratio (%) | 16.99 | 3.29 | 5.13 | 16.45 | 27.72 | |
| Cash flow adequacy ratio (%) |
128.60 | 159.22 | 130.57 | 74.30 | 105.71 | ||
| Cash reinvestment ratio (%) | 4.05 | 0.80 | 1.23 | 3.50 | 5.26 | ||
| Leverage | Operating leverage | 2.78 | - | 4.12 | 1.50 | 2.11 | |
| Financial leverage | 2.02 | - | - | 1.11 | 1.26 |
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Please state the causes of changes in each financial ratio for the preceding two fiscal years. (Analysis is not be required if such changes are within 20%.)
-
Quick ratio increased: Due to the decrease in inventory in the current period, the quick ratio increased .
-
Interest coverage ratio decreased: Mainly due to the decrease in pre-tax net profit in the current period.
-
Inventory turnover ratio increased: Mainly due to the decrease in inventory in the current period, resulting in an increase in turnover ratio.
-
Average sales days decreased: Mainly due to the decrease in inventory in the current period, resulting in an increase in turnover ratio and a decrease in average sales days .
-
Return on assets decreased: Mainly due to the decrease in net profit in the current period.
-
Return on equity decreased: Mainly due to the decrease in net profit in the current period .
-
Operating profit to paid-in capital ratio decreased: Mainly due to the decrease in operating profit in the current period. 8. Decrease in pre-tax net profit to paid-in capital ratio: primarily due to a decrease in pre-tax net profit compared to the same period last year.
-
Net profit margin decreased mainly due to a decrease in net profit for the period.
-
Earnings per share decreased mainly due to a decrease in net profit for the period . 11. Cash flow ratio increased mainly due to an increase in operating cash flow for the period compared to the previous period. 12. Cash flow solvency ratio increased mainly due to an increase in net cash inflow from operating activities over the past five years. 13. Cash reinvestment ratio increased mainly due to an increase in operating cash flow for the period compared to the previous period t.
-
Operating leverage increased mainly due to a decrease in operating profit for the period compared to the previous period. Note 1: The financial information of each of the above years has been reviewed and completed by accountants.
-
Note 2: The table at the end of the annual report shall include the following formulas: 1. Financial structure
-
(1) Liabilities to Assets Ratio = Total Liabilities / Total Assets.
-
(2) Ratio of long-term capital to fixed assets = (Net shareholders' equity + Long-term liabilities) / Net fixed assets.
-
Solvency
-
(1) Current ratio = Current assets / Current liabilities.
-
(2) Quick ratio = (current assets - inventory - prepaid expenses)/current liabilities
-
(3) Interest earned ratio = Earnings before interest and taxes/Interest expenses
-
Operating ability
-
(1) Accounts receivable turnover rate (including accounts receivable and bills receivable from business activities) = Net sales/Balance of average accounts receivable in each period (including accounts receivable and bills receivable from business activities)
-
(2) Average days of collection = 365 / receivables turnover ratio.
-
(3) Inventory turnover ratio = Costs of goods sold / Average inventory.
-
(4) Payable (including accounts payable and business-related notes payable) turnover ratio = net sales revenue/average balance of payable of the period (including accounts payable and business-related notes payable).
-
(5) Average inventory turnover days = 365 / Inventory turnover ratio.
-
(6) Fixed assets turnover ratio = net sales / average total assets.
-
(7) Total asset turnover ratio = Net sales / Average total assets.
-
Profitability
-
(1) Return on assets = [net income + interest expense (1– tax rate)] / average total assets.
-
(2) Return on equity = profit and loss after tax/average shareholders' equity.
-
(3) Net profit margin = post-tax profit or loss / net sales.
-
(4) Earnings per share = (net income – dividends on preferred shares)/weighted average number of issued shares. (Note 4)
-
Cash flow
-
(1) Cash flow ratio = net cash provided by operating activities / current liabilities
-
(2) Net cash flow adequacy ratio = net cash flow rising from operating activities in the most recent five years / (capital expenditure + inventory increase + cash dividend) in the most recent five 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)
-
162
6. Leverage:
-
(1) Degree of operating leverage (DOL) = (net operating revenue - variable operating cost and expenses) / operating profit (Note 6)
-
(2) Financial leverage = Operating income / (Operating income - Interest expenses).
-
Note 3: In calculating earnings per share with the formula mentioned above, special attention should be paid to the following matters:
-
Use the weighted average number of common shares, not the number of shares issued at the end of the year.
-
Where any cash increase or treasury stock trading exists, the period of circulation shall be taken into account to calculate the weighted average of the number of shares.
-
The shares from capitalization of earnings or capital surplus shall be retrospectively adjusted by the proportion of capital increase when calculating the earnings per share for previous annual and semi-annual periods. The issuance period of the capital increase does not have to be considered.
-
If the preferred shares are nonconvertible accumulated preferred shares, the current annual dividend (whether distributed or not) shall be deducted from the net income after taxes, or increase the net loss after taxes. 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.
-
Note 4: In calculating cash flow, special attention should be paid to the following matters:
-
Net cash flow rising from operating activities refers to the number of net cash inflow from operating activities in the cash flow statement.
-
Capital expenditures refer to the annual cash flow used in capital investment.
-
The increase in inventory is included only if the ending balance is greater than the beginning balance; if the ending inventory is reduced, it shall be calculated as zero.
-
Cash dividends include cash dividends on common shares and preferred shares.
-
Gross fixed assets refer to the total fixed assets before the deduction of accumulated depreciation.
-
Note 5: 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 of the Most Recent Fiscal Year:
Audit Committee's Report
The Board of Directors has prepared the Company's 2022 business report, consolidated financial statements, financial statements for parent company only, and surplus distribution proposal, in which the financial statements have been audited by Crowe (TW) CPAs and an audit report has been issued. The aforementioned business report, financial statements, and surplus distribution 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. Please kindly review accordingly.
Sincerely
Yieh Phui Enterprise Co., Ltd. 2023 Annual Shareholders' Meeting
Convener of the Audit Committee: Te-Yuan Yang
March 9, 2023
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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 CPAs: Please refer to Annual Reporton page 192 to page311.
V. Parent Company Only Financial Statement for the Most Recent Fiscal Year: Please refer to Annual Reporton page312to page416.
VI. Impact on the Company's Financial Status due to Financial Difficulties Experienced by the Company and Its Affiliates: None
165
Chapter 7. Review and Analysis of the Company's Financial Position and Financial Performance, and Listing of Risks
I. Financial Status:
Comparative analysis of financial conditions
Unit: NT$ thousands
| Year ITEM |
2022 | 2021 | Difference | Difference |
|---|---|---|---|---|
| Amount | % | |||
| Current assets | 27,610,449 | 28,894,529 |
-1,284,080 |
-4.44% |
| Non-current assets | 65,540,940 | 66,246,524 |
-705,584 |
-1.07% |
| Total Assets | 93,151,389 | 95,141,053 |
-1,989,664 |
-2.09% |
| Current liabilities | 25,429,459 | 29,476,752 |
-4,047,293 |
-13.73% |
| Non-current liabilities | 34,929,827 | 32,768,676 |
2,161,151 |
6.60% |
| Total Liabilities | 60,359,286 | 62,245,428 |
-1,886,142 |
-3.03% |
| Total equity of owners of parent company |
31,582,868 | 31,504,388 |
78,480 |
0.25% |
| Non-controlling interest | 1,209,235 | 1,391,237 |
-182,002 |
-13.08% |
| Total equity | 32,792,103 | 32,895,625 |
-103,522 |
-0.31% |
| Total Liabilities and Equity | 93,151,389 | 95,141,053 |
-1,989,664 |
-2.09% |
| Changes in percentage of the ratio are analyzed as follows (change of 20%): There were no significant changes observed when comparing the two periods.. |
II. Financial Performance:
- Comparative analysis of financial performance Unit: NT$ thousand
| Year ITEM |
2022 | 2021 | Increase (Decrease) Amount |
Change ratio (%) |
|---|---|---|---|---|
| Net operating revenue | 83,675,863 | 90,046,653 |
-6,370,790 |
-7.07% |
| Operating costs | 74,531,778 | 79,145,500 |
-4,613,722 |
-5.83% |
| Gross operating profit (loss) | 9,144,085 | 10,901,153 |
-1,757,068 |
-16.12% |
| Operating expenses | 6,839,551 | 5,867,685 |
971,866 |
16.56% |
| Operating income (loss)-net | 2,304,534 | 5,033,468 |
-2,728,934 |
-54.22% |
| Non-operating income and expenses |
-1,261,669 | 1,282,880 |
-2,544,549 |
-198.35% |
| Net income (loss) before tax | 1,042,865 | 6,316,348 |
-5,273,483 |
-83.49% |
| Income tax expenses (gains) | 520,760 | 1,095,895 |
-575,135 |
-52.48% |
| Current net profit (loss) | 522,105 | 5,220,453 |
-4,698,348 |
-90.00% |
| Other comprehensive income (net) | 379,091 | -165,741 |
544,832 |
-328.72% |
| Total comprehensive income | 901,196 | 5,054,712 |
-4,153,516 |
-82.17% |
| Analysis on change of increase / decrease ratio: 1. Operating profit, pre-tax profit, and net profit decreased due to multiple factors such as the Russia-Ukraine conflict, the European energy crisis, and the central bank's monetary tightening policy, which resulted in a weak supply and demand situation in the steel market, leading to a decrease in sales volume and an increase in sales cost. 2. Non-operating income and expenses increased: mainly due to a decrease in the net profit or loss share of associated companies and joint ventures accounted for using the equity method compared to the previous period. 3. Income tax expenses decreased: due to a decrease in profits in the current period, resulting in a decrease in income tax expenses compared to the previous period. 4. Other comprehensive income decreased: mainly due to a decrease in the other comprehensive income share of associated companies and joint ventures accounted for using the equity method compared to the previous period, and an increase in the exchange differences on translating the financial statements of foreign operations compared to the previous period. 5. Total comprehensive income for the period increased: as explained in 1-4 above. |
166
2. 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$ thousand
Unit: NT$ |
Unit: NT$ |
Unit: NT$ |
thousand | ||||
|---|---|---|---|---|---|---|---|
| Year | 2021 | 2022 | Change | ||||
| Product Category |
Operating revenue |
Gross operating profit |
Gross Margin Percentage |
Operating revenue |
Gross operating profit |
Gross Margin Percentage |
|
| Galvanized steel coils |
42,780,513 | 3,833,360 |
8.96% |
39,483,489 |
3,323,485 |
8.42% |
-6.06% |
| Pre-painted steel coils |
21,719,806 | 2,918,504 |
13.44% |
18,487,011 |
2,217,480 |
11.99% |
-10.73% |
| Steel pipe | 3,689,662 | 422,092 |
11.44% |
7,228,929 |
1,883,309 |
26.05% |
127.73% |
| Wire | 6,922,088 | 607,259 |
8.77% |
6,736,082 |
49,887 |
0.74% |
-91.56% |
| Others | 14,934,584 | 3,119,938 |
20.89% |
11,740,351 |
1,669,924 |
14.22% |
-31.91% |
| Total | 90,046,653 | 10,901,153 |
12.11% |
83,675,863 |
9,144,085 |
10.93% |
-9.73% |
Details of main products with 20% change in gross margin between 2021 and 2022:
Unit: NT$ thousands / ton
| Year | 2021 | 2022 | |
|---|---|---|---|
| ITEM | |||
| Galvanized steel coils | Unit Cost | 26.706 | 28.869 |
| Unit Price | 30.156 | 39.040 |
|
| Sales Volume | 122,351 | 185,168 |
|
| Steel pipe | Unit Cost | 20.038 | 23.485 |
| Unit Price | 21.965 | 23.660 |
|
| Sales Volume | 315,144 | 284,703 |
|
| Wire | Unit Cost | 18.562 | 23.676 |
| Unit Price | 23.464 | 27.603 |
|
| Sales Volume | 636,484 | 425,335 |
|
| Others | Unit Cost | 26.706 | 28.869 |
| Unit Price | 30.156 | 39.040 |
|
| Sales Volume | 122,351 | 185,168 |
167
Unit: NT$ thousand
| Main Product | Item | 2021-2022 |
|---|---|---|
| Galvanized steel coils | I. Analysis of differences in operating revenue | |
| (Q’-Q)×P | 1,894,308 | |
| (P’-P)×Q | 1,086,923 | |
| (P’-P)×(Q’-Q) | 558,036 | |
| P’Q’-PQ | 3,539,267 | |
II. Analysis of differences in operating costs |
||
| (Q’-Q)×P | 1,677,602 | |
| (P’-P)×Q | 264,600 | |
| (P’-P)×(Q’-Q) | 135,848 | |
| P’Q’-PQ | 2,078,050 | |
| III. Gross profit change | 1,461,217 | |
| Steel pipe | I. Analysis of differences in operating revenue | |
| (Q’-Q)×P | (668,632) | |
| (P’-P)×Q | 534,229 | |
| (P’-P)×(Q’-Q) | (51,603) | |
| P’Q’-PQ | (186,006) | |
| II. Analysis of differences in operating costs | ||
| (Q’-Q)×P | (609,974) | |
| (P’-P)×Q | 1,086,268 | |
| (P’-P)×(Q’-Q) | (104,927) | |
| P’Q’-PQ | 371,367 | |
| III. Gross profit change | (557,372) | |
| Wire | I. Analysis of differences in operating revenue | |
| (Q’-Q)×P | (4,954,439) | |
| (P’-P)×Q | 2,634,026 | |
| (P’-P)×(Q’-Q) | (873,819) | |
| P’Q’-PQ | (3,194,232) | |
| II. Analysis of differences in operating costs | ||
| (Q’-Q)×P | (3,919,422) | |
| (P’-P)×Q | 3,255,040 | |
| (P’-P)×(Q’-Q) | (1,079,836) | |
| P’Q’-PQ | (1,744,218) | |
| III. Gross profit change | (1,450,014) | |
| Others | I. Analysis of differences in operating revenue | 1,894,308 |
| (Q’-Q)×P | 1,086,923 | |
| (P’-P)×Q | 558,036 | |
| (P’-P)×(Q’-Q) | 3,539,267 | |
| P’Q’-PQ | ||
| II. Analysis of differences in operating costs | 1,677,602 | |
| (Q’-Q)×P | 264,600 | |
| (P’-P)×Q | 135,848 |
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(P’-P)×(Q’-Q) 2,078,050 P’Q’-PQ 1,461,217 III. Gross profit change Note: P’Q’: Recent years' unit price, uantity P Q: Previous year's unit price, uantity
Reasons for difference in price and volume:
I. Steel pipe:
The unit price of steel pipe products in 2022 rose compared to 2021, lead to favorable sales variance of NT$3,539,267 thousand. In terms of cost, an unfavourable cost variance of NT$2,078,050 thousand was recorded due to unit cost increased in 2022. The increase in unit selling price was greater than the increase in unit cost, resulting in an increase in the operating margin of galvanized steel coil product by NT$1,461,217 thousand in 2022 over 2021.
II. Wires:
The sales volume of wire products in 2022 decreased compared to 2021, resulting in an unfavorable sales difference of 186,006 thousand . In terms of cost, there is an unfavorable cost difference of 371,367 thousand due to the unit cost increasing compared to 2021. The increase in unit selling price was less than the increase in unit cost, leading to a decrease in gross profit of wire products in 2022 compared to 2021 by 557,372 thousand .
III. Others:
The sales volume of wire products in 2022 decreased compared to 2021, resulting in an unfavorable sales difference of 3,194,232 thousand . In terms of cost, there is an unfavorable cost difference of 1,744,218 thousand due to the unit cost increasing compared to 2021. The increase in unit selling price was less than the increase in unit cost, leading to a decrease in gross profit of wire products in 2022 compared to 2021 by 1,450,014 thousand.
- Expected sales volume and basis: Please refer to page 6 of this Annual Report.
169
III. Cash flow:
Analysis of changes in cash flow for the past year, improvement plans for liquidity shortage, and cash liquidity analysis for the next year
- Analysis of changes in 2022 cash flow and improvement plans for liquidity shortage
| Year ITEM |
2022 | 2021 | Percentage of change |
|---|---|---|---|
| Cash flow ratio | 7.45% | 13.87% | -46.29% |
| Cash flow adequacy ratio | 50.90% | 38.40% | 32.55% |
| Cash reinvestment ratio | 1.94% | 4.34% | -55.30% |
| 1.The cash flow ratio and the cash reinvestment ratio decreased: This is mainly due to the decrease in operating cash flow compared to the previous period. 2. The cash flow solvency ratio increased: This is mainly due to the increase in operating cash flow in the current period compared to thepreviousperiod,which is the highest in the last fiveyears. |
2022 Unit: NT$ thousand
| Cash balance at beginning of year |
Annual net cash flow from operating activities |
Annual cash Inflow / outflow |
Cash surplus (inadequacy) |
Remedial measures for cash inadequacy |
Remedial measures for cash inadequacy |
|---|---|---|---|---|---|
| Investment plans |
Financial plans |
||||
| 7,209,529 | 1,893,901 | (466,493) | 8,636,937 | - | - |
| 1. Analysis of cash flow changes for the current year: (1) Operating activities: Net cash inflow of 1,893,901 million NT dollars, mainly due to the current year's pre-tax net profit of 1,042,865 million NT dollars, adding back the decrease in inventory of 4,139,180 million NT dollars, offset by the decrease in other financial assets of 1,754,986 million NT dollars and the decrease in contract liabilities of 1,724,939 million NT dollars. (2) Investing activities: Net cash outflow of 1,458,948 million NT dollars, mainly due to the purchase of property, plant and equipment of 1,542,800 million NT dollars. (3) Financing activities: Net cash inflow of 1,028,064 million NT dollars, mainly due to the issuance of long-term borrowings of 2,011,524 million NT dollars. 2. Remedial measures for cash inadequacy: No cash inadequacies. |
2. Cash liquidity analysis for the following year:
Unit: NT$ thousand
| 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 |
Remedial measures for projected cash deficit |
|---|---|---|---|---|---|
| Investm ent plans |
Financing plans |
||||
| 8,636,937 | 4,986,064 | (4,777,733) | 8,845,268 | - | - |
-
(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.
-
Investing 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 deficit: None
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IV. Major 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.
The main reason for the loss in fiscal year 2022 is as follows:
-
The first half of fiscal year 2022 saw relatively stable operations, but in the second half of the year, factors such as a significant increase in interest rates in the United States, global inflation, and the lockdown measures in mainland China due to the pandemic led to a rapid contraction in demand for stainless steel in the market. Both sales volume and market prices significantly declined, leading to a significant reduction in operating income and continued underutilization of production capacity. On the cost side, the impact of high-priced inventory deferrals and the appreciation of the U.S. dollar increased the production cost of the steel mill, resulting in a situation where income decreased while costs increased. As a result, a significant amount of gross loss, inventory depreciation losses, and idle capacity losses were recognized in the second half of the year, causing adverse effects on the company's core operations.
-
Improvement plan:
Tang Rong Company will focus on establishing domestic and foreign sales channels to ensure stable production and sales volume and production capacity utilization, in order to reduce idle capacity losses, and strengthen inventory control measures to reduce price depreciation risks. The company hopes to strengthen its core competitiveness. In terms of non-core business, the company will actively optimize its assets and gradually increase fixed income from non-core business to enhance the overall operational performance of the company.
- (2) Yieh United Steel Corporation (YUSCO)
The main reason for the loss in fiscal year 2022 is as follows:
- In fiscal year 111, high inflation, interest rate hikes, and monetary tightening caused a decline in market confidence and a slowdown in the steel industry. In addition, the outbreak of the Russo-Ukrainian War not only raised concerns about whether the conflict would expand to other countries but also brought enormous uncertainty to the stainless steel supply chain. The operation of the stainless steel industry entered a low tide, with a significant decline in end-customer demand, a frozen market demand, and a significant impact on the overall profitability of Yieh United Steel Corporation. As a result, the overall operating performance of the company in fiscal year 2022 was not as expected.
Improvement plan:
Yieh United Steel Corporation is implementing a comprehensive equipment addition and renovation investment plan to continuously enhance its market competitiveness. The investment projects include: (1) expansion of carbon steel production capacity; (2) improvement of steelmaking product portfolio and value-added plan; (3) hot rolling capacity expansion, quality improvement, and automation plan; (4) cold rolling capacity enhancement plan; (5) improvement of green energy utilization; (6) environmental protection and circular economy; (7) information management system upgrade. This plan will achieve production capacity enhancement, quality optimization, product portfolio improvement, product valueadded, and production line intelligence for steelmaking, hot rolling, and cold rolling plants, achieving the sustainable goals of energy-saving, carbon reduction, and circular economy. Furthermore, Yieh United Steel Corporation will establish a precision stainless steel plant to produce high-end stainless steel products, which will strengthen the company's product portfolio, extend the depth and breadth of its existing products, increase product competitiveness and added value, and enhance overall operational performance.
-
Investment plan for the coming 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.
171
VI. Risk Analysis and Assessment:
(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 2022:
| Unit: NT$ thousands | Unit: NT$ thousands | |||
|---|---|---|---|---|
| ITEM | Financial Statement Accounts |
2022 amount / Impact percentage(%) |
Future response measures | |
| Interest rate |
Interest income (expense) |
(1,690,408) | The impact of the COVID-19 pandemic began to gradually ease in 2022, and the market expected that economic activities would return to normal with the gradual lifting of restrictions, leading to an improvement in the economy. However, the actual situation turned out to be different. According to the Economic Development Commission's published economic signals, the domestic economic signal light and score continuously dropped from a yellow-red light of 35 points in January to a blue light of 12 points in December, indicating a continuous decline in the economic situation. As of January 112, the economic signal remained at a blue light of 11 points. The steel market has also been affected by the COVID-19 pandemic. The trend of rising interest rates has continued in 2022, with overseas interest rate hikes being larger than those domestically. The interest rate trend is upward, resulting in increased financing costs for enterprises and causing problems for financial institutions. This is one of the factors that cause uncertainty in economic development, and related issues are still occurring in the first quarter of 2023, directly and indirectly affecting business operations. The Company and its subsidiaries' annual interest expenses have increased compared to 2021, with interest expenses accounting for 2.0202% of revenue, still within the target range (2.5% of revenue). Looking forward to 2023, the main financing markets both domestically and internationally are expected to be affected by inflation and unstable financial environment, leading to a continuous upward trend in interest rates. However, the increase in interest rates may be moderate, in order to balance inflation and financial stability. The company will closely monitor the trend of interest rates and effectively manage its borrowing while controlling interest expenses. |
|
| Percentage to revenue (%) |
2.0202% | |||
| Exchange Rate |
Exchange gain (loss) |
451,927 | Besides adopting natural hedging and FX Swap transactions, the Company also conducts foreign exchange settlement/purchase reconciliation when there is a need to settle orpurchase foreign exchange. |
|
| Percentage to revenue (%) |
0.5401% | |||
| Operatingrevenue | 83,675,863 |
- Our products are widely used in the factory buildings, residential door panels and householdappliances 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) Policy Regarding High-risk Investments, Highly Leveraged Investments, Loans to Other Parties, Endorsements/Guarantees, and Derivatives Transactions, Main Reasons for the Profit (Loss) Generated Thereby, and Response Measures to Be Taken in the Future:
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 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
172
future, the Company will continue to carry out prudent assessment, and avoid investments and transactions with excessive risks.
(III) Future Research & Development Projects and Corresponding Budget:
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 antibacteria, 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, in the past two years, the global new crown epidemic broke out. In 2021, Yieh Phui further developed a new product - highefficiency anti-virus pre-painted plate, which can effectively inhibit influenza virus N3H2 and feline Calicivirus (a substitute for norovirus), and can resist more than 95% of COVID-19 Delta variant strain, 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 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.
In addition, with the implementation of the nuclear abolition policy, the government is still firm in the development and direction of green energy, and it is proposed that green energy should account for 20% of the average annual domestic electricity consumption in 2025 (about 27GW), of which 20GW will be from solar power generation systems; in the above goal, solar photovoltaic system must use highstrength and corrosion-resistant support frames to maintain its efficient and durable power generation. In 2021 Yieh Phui produced Hot-Dip 5%Al-Mg-Zn coated & prepainted 5%Al-Zn coated steel coils (Phuizer SolarKing) for forming of solar panel brackets Prepainted steel coils (Phuizer SolarKing) to offer local products for solar power generation with timely service of a wide selection of high-strength, high-corrosion-resistant steel and the Company jointly developed special support for fishing and electricity symbiosis with the photovoltaic industry, including the first fishery-electricity symbiosis project in Taiwan that combines solar photovoltaics - Taiwan Cement Jiaqian Green Energy Chiayi Fishing and Electricity Symbiosis Project (43MW), Tainan Qigu Senwei Energy Fishing and Electricity Symbiosis Photovoltaic Project (77MW), Pingtung Jiadong Liyang Yaoguang Project (11MW). In 2021, the fishery-electricity symbiosis photovoltaic projects covered a total of 131MW, and used 4,520 tons of steel; the Pingtung Jiadong Solar Photovoltaic Project (99MW) used 5,000 tons of Yieh Phui galvanized
173
aluminum magnesium and Guangzhicai. Our company has sold over 180,000 metric tons of steel for forming of solar panel brackets as of December 2022, spanning over 2022, We will continue to invest resources in providing steel products that are better suited for Taiwan's tropical monsoon and hightemperature and high-humidity environments, as well as meeting seismic resistance standards and having high corrosion resistance through the use of Al-Mg-Zn coated steel.
The European Commission put forward the goal of achieving carbon neutrality in 2050, and announced to officially implement the Carbon Border Adjustment Mechanism (CBAM) in 2026. With the constant rising in cost of environmental protection in the future, low-carbon emission reduction and highrecycling steel will be the direction of long-term steel development. Compared with traditional blast furnace steelmaking, EAF steelmaking can reduce carbon emissions by more than 75%. We believe that the environmental benefits of EAF steelmaking materials will cover their higher costs in the future, thereby benefiting enterprises; in the context of carbon neutrality, iron and steel enterprises that have laid out this field earlier are expected to get considerable economic value from it. In 2022, the Company will combine electric furnace steelmaking materials and traditional blast furnace process to improve steel, In 2022, to achieve the goal of carbon reduction, a circular economy approach was adopted to improve the steel material by combining electric furnace steelmaking materials with traditional blast furnace processes, in order to increase the recycling rate of waste steel. Further measures were taken to reduce carbon costs or carbon tariffs, in order to increase company profits. The goal of producing low-carbon green steel was achieved through the optimization of Yieh Phui process equipment and the installation of a solar energy renewable power system. In 2022, the production of low-carbon steel products exceeded 15,000 tons. In the future, efforts will be made to further develop the use of hot-dip galvanized steel coils made from recycled materials with a content of over 60%, in order to achieve the well-known 3C manufacturers' circular economy target of using over 50% recycled materials by 2030 ahead of schedule. Additionally, the sales channels of Yieh Phui 's 3C products will be expanded.
-
This year's research and development projects are expected to be completed by 2023Q4, with an estimated investment amount of around NT$106,100 thousand. Upon successful research and development, it will provide more complete product portfolio of environmental friendly home appliances and building materials with low carbon emissions and high recycling rate. 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 in important domestic and foreign policies and laws on the Company’s finance and business, and the corresponding measures: None
-
(V) Impact of technological and industrial changes (including Cyber security risks) on the Company's finance and business and corresponding measures:
-
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.
-
Please refer to page149for information on the risks of Cyber security.
-
(VI) The impact of changes in corporate image on the enterprise crisis management and the responding measures:
-
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:
- 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.
(VIIII)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)Effect upon, risk and mitigation measures from the Company’s equity transfer or changed hands of Directors, Supervisors, or shareholders holding more than 10% of shares:
The Company's Directors, Supervisor and major shareholders with more than 10% shareholding, pose no
174
risk of significant equity transfer due to their high shareholding and low movement.
-
(XI)The impact, risks and response measures for changes in management rights on the Company: None
-
(XII)If the Company is involved in litigation or non-litigation cases, the Company shall list the Directors, Supervisors, President, actual person in charge, and major shareholders holding more than 10% of the shares and their subordinate companies that involved in settled, or still in progress, litigious, non-litigious, or administrative disputes that have a significant impact on stockholders’ equity or share price, the facts of the dispute, the amount of the subject matter, the commencement date of the lawsuit, the parties involved in the proceedings up to the date of publication of the annual report shall be disclosed: None
-
(XIII)Other significant risks and response measures: None
VII. Other Important Matters: None
175
Chapter8. Special Items
I. Information on Affiliated Companies:
1. Overview of affiliates:
-
(I) Consolidated business report of affiliates
-
(1) Organization chart of affiliates As of December 31, 2022
Yieh Phui Enterprise Co., Ltd.
==> picture [1152 x 576] intentionally omitted <==
----- Start of picture text -----
100% 100% 100% 100% 100% 86.99% 78.51% 100% 60.15% 57.41% 54.89% 99.04% 95.56% 80% 100% 80%
Worthing Shin Yang Yieh Phui Good Gen-Wan Emmt Shin Great Yieh Kingsgarden United Hong Yuh Yieh Phui Lian So
Honor Steel Co., (Hong Honor Technology Systems Phui Emperor Hsing International Brightening Assets America, (H.K.) Co.,
Holdings Ltd. Kong) Holdings Corp. Corp. Steel Hotel Enterprise Co., Ltd. Development Management Inc. Limited
Ltd. Holdings Ltd. Corp. Co., Ltd. Co., Ltd. Corp. Co., Ltd.
Limited
100%
10% 90%
Shing Bang 100% Kuo Chang 100%
Investment 7.48% 0.01% 39.84% 45.10% Enterprise Lian Yang
Development Co., Ltd
49.97% (Hong
Co., Ltd PT. Yieh Ferro
Yieh Phui 88.69% 42.53% 0.01% Kong)
Indonesia Trading
(China)
Technomaterial Applied Wireless Identifications Groupco 100% Limited
Co., Ltd. Technology
Group,Inc. 61.74%
Inc. Huaglam Chao Ying 38.26%
International Investment
Co., Ltd. Development PT. E-United Ferro
100% 100% Co., Ltd
Indonesia
Tianjin Lianfa Changshu Ever
Precision Steel Glory Trading 75% 25%
Corporation Co., Ltd.
Beneficiary PT. Genba Indo
Resources
19%
PT. Genba Multi
81%
Mineral
100%
PT.Asiamax
Mining Indonesia
----- End of picture text -----
176
( 2) Basic information of each affiliates Data date: December 31, 2022; Unit: NT$ thousands (Exchange rate for US$: 30.71) (Exchange rate for RMB:4.4094) (Exchange rate for IDR: 0.0020)
| Name of Affiliate | Date of Incorporation |
Address |
Paid-in Capital |
Main Businesses and Products |
|---|---|---|---|---|
| Yieh Phui Enterprise Co., Ltd. | 04/14/1978 | No. 369, Yuliao Road, Qiaotou District, Kaohsiung City | NT$19,850,980 | Galvanized, coated steel coil |
| WorthingHonor Holdings Ltd. | 07/24/1995 | Tropic Isle BuildingP.O.BOX 438, Road Town, Tortola B.V.I. | US$100 | Investments |
| Good Honor Holdings Ltd. | 12/04/1995 | Tropic Isle BuildingP.O.BOX 438,Road Town,Tortola B.V.I. | US$46 | Investments |
| Shin Phui Steel Corporation | 06/25/1990 | 2nd Floor, No.9, Section 1, Xuecheng Road, Dashu District, KaohsiungCity |
NT$ 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$1,689,322 |
Galvanized, coated steel coil |
| Gen-Wan Technology Corp | 2000.05.01 | 2nd Floor, No.9, Section 1, Xuecheng Road, Dashu District, KaohsiungCity |
NT$ 56,324 |
Telecommunication subcontract |
| EMMT Systems Corporation | 1988.10.04 | No. 16-1, South 2nd Road, Taichung Export Processing Zone, Tanzi District, Taichung City |
NT$ 684,294 |
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 electronic materials |
| Applied Wireless Identifications Group, Inc. | 07/09/1997 | Gorporation Trust Center, 1209 Orange Street, Wilmington, Delaware,USA |
US$ 448 |
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 |
Wholesaleof telecommunications equipment and electronic materials |
| Yieh Hsing Enterprise Co., Ltd. | 1978.07.18 | No. 369, Baomi Road, Baimi Village, Gangshan District, Kaohsiung City |
NT$5,306,516 |
Production and sales of steel pipe, steel coil products, wire |
| Great Emperor Hotel CO., LTD. | 2011.11.24 | No. 222, Longdexin Rd., Gushan Dist., Kaohsiung City | NT$ 5,270,000 | Hotel Industry, etc. |
177
| Name of Affiliate | Date of Incorporation |
Address |
Paid-in Capital |
Main Businesses and Products |
|---|---|---|---|---|
| Kingsgarden International CO., LTD. | 2011.11.24 | No. 115, Dashun 1st Rd., Gushan Dist., Kaohsiung City | NT$ 4,700,000 | Departmental stores, supermarkets,etc. |
| Shin Yang Steel Co., Ltd. | 2011.02.15 | No. 297, Yuliao Road, Qiaotou District, Kaohsiung City | NT$ 982,195 | Black steel pipe, galvanized steel pipe, EMT steel pipe, rectangular tube, API casing, pipeline,etc. |
| Tianjin Lianfa Precision Steel Corporation | 07/20/1996 | 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. | 08/15/2014 | No.1, Yehui Road, Riverside Industrial Park, Changshu City, Jiangsu Province, China |
RMB$ 10,000 |
Wholesale and import and export, etc. of various fabricated metalproducts |
| Sin Bang Investment & Development Co., Ltd. |
2001.05.10 |
2nd Floor, No.9, Section 1, Xuecheng Road, Dashu District, KaohsiungCity |
NT$ 191,025 |
Investments |
| Hong Yuh Assets Management Co.,Ltd. | 2007.01.10 | 2nd Floor, No.9, Section 1, Xuecheng Road, Dashu District, Kaohsiung City |
NT$ 1,959,000 |
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$ 1,654,000 |
Technical consultation for steel products manufacturing |
| Kuo Chang Enterprise Co., Ltd. | 2003.07.01 | 2nd Floor, No.9, Section 1, Xuecheng Road, Dashu District, KaohsiungCity |
NT$ 1,114,108 |
Wholesaling of Ironware |
| Chao Ying Investment Development Co.,, Ltd. |
2001.05.11 |
2nd Floor, No.9, Section 1, Xuecheng Road, Dashu District, KaohsiungCity |
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$ 46,650 |
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., Ltd. | 01/16/2015 | 20th Floor, Tesbury Centre, 28 Queen's Road, Hong Kong | US$ 20,700 | Investments |
| Yieh Phui America, Inc. | 03/20/2018 | 18300 Sutter Boulevard Morgan Hill,Ca 95037 | US$ - | Steel trading |
| Lian Yang (Hong Kong) Trading Limited | 04/09/2018 | 20th Floor, Tesbury Centre, 28 Queen's Road, Hong Kong | US$ 100 | Trading business |
| Pt. Genba Indoresources | 03/13/2006 | Perwata Tower, Lt.2 Suite DEF Jl.Pluit Selatan Raya,Kav.1,Kel.Penjaringan,Kec. Penjaringan,Jakarta Utara |
IDR$5,075,000 |
Nickle mining |
178
| Name of Affiliate | Date of Incorporation |
Address |
Paid-in Capital |
Main Businesses and Products |
|---|---|---|---|---|
| 14440 | ||||
| Lien-Hung Mining Co., Ltd. | 03/13/2006 | Perwata Tower, Lt.2 Suite DEF Jl.Pluit Selatan Raya, Kav.1, Kel. Penjaringan,Kec. Penjaringan,Jakarta Utara 14440 |
IDR$199,289,810 |
Nickle mining |
| Asiamax Mining Indonesia | 05/09/2008 | Jalan Trans Sulawesi, Desa Mohoni,Kecamatan Petasia Timur,Kabupaten Morowali Utara, ProvinsiSulawesi Tengah,94671,Indonesia |
IDR$53,243,700 |
Nickle mining |
| Wabo Global Trading Corporation | 10/30/2019 | 3rd Floor, No.9, Section 1, Xuecheng Road, Dashu District, KaohsiungCity |
NT$ 110,000 |
Cosmetics wholesale |
Note: 1. All related enterprises regardless of size, should be disclosed.
Note: 2. Where each affiliate has established its own plant, and the sales of the products manufactured by the plant exceed 10% of the controller company's operating revenue, the name, date of incorporation, address and principal business items of the plant shall be included herein.
Note: 3. Where the affiliate refers to a foreign company, the name and address shall be stated in English, and the date of incorporation shall be expressed in A.D., the paid-in capital shall be expressed in the foreign currency (but the exchange rate on the reporting date shall be specified).
(3) Companies presumed to have a relationship of control and subordination according to Article 369-3 of the Company Act: None.
179
(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, 2022)
| Industry | Name of affiliated company | Business relationship with other affiliated companies |
|---|---|---|
| Investment holding companies |
Yieh Phui (Hong Kong) Holdings Limited |
Holding company of 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. |
|
| Hong Yuh Assets Management Co.,Ltd. |
Investment of Yieh Phui | |
| United Brightening Development Corp. |
Holding company of Chao Ying | |
| Lian So(H.K)Co., Ltd. | Investment of Yieh Phui | |
| Overseas investment companies |
Worthing Honor Holdings Ltd. | Investment of Yieh Phui |
| Good Honor Holdings Ltd. | Investment of Yieh Phui | |
| Iron and steel industry |
Yieh Phui (China) Technomaterial Co., Ltd. |
Investment of Yieh Phui (Hong Kong) |
| Shin Phui Steel Corporation | Sale of some products of Yieh Phui |
|
| Yieh Hsing Enterprise Co., Ltd. | Investment of Yieh Phui | |
| Shin Yang Steel Co., Ltd. | Investment of Yieh Phui | |
| Tianjin Lianfa Precision Steel Corporation |
Investment of Yieh Phui (China) | |
| Yieh Phui America, Inc. | Sale of some products of Yieh Phui |
|
| Electronics industry |
Gen-Wan Technology Corp | Investment of Yieh Phui |
| EMMT Systems Corporation | Investment of Gen-Wan Technology |
|
| Groupco Technology Inc. | Investment of EMMT Systems Corporation |
|
| Applied Wireless Identifications Group, Inc. |
Investment of EMMT Systems Corporation |
|
| Hotel industry | Great Emperor Hotel CO., LTD. |
Investment of Yieh Phui |
| Departmental stores, supermarkets, etc. |
Kings Garden International CO., LTD. |
Investment of Yieh Phui |
| Wabo Global Trading Corporation | Investment of Kingsgarden |
|
| Trading business |
Changshu Ever Glory Trading Co.,Ltd. |
Investment of Yieh Phui (China) |
| Kuo Chang Enterprise Co., Ltd. | Investment of Yieh Phui | |
| Lian Yang (H.K.) Tranding Ltd. | Investment of Lian So (H.K.) | |
| Metal manufacturing industry |
Pt. E-United Ferro Indonesia | Investment of Hong Yuh Assets |
Pt. Yieh Ferro Indonesia |
Investment of Lian So (H.K.) | |
| Industry | Name of affiliated company | Business relationship with other affiliated companies |
| Nickle mining | Pt. Genba Indoresources | Investment of Hong Yuh Assets |
Pt. Genba Multi Mineral |
Invested enterprise of Pt. E- United Ferro |
|
| Pt. Genba Indoresources | Investment of Hong Yuh Assets |
(5) The names of the directors, supervisors, and presidents of each affiliated enterprises,
180
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, 2022
| Unit: Shares; % | Unit: Shares; % | |||
|---|---|---|---|---|
| Name of Affiliate | Title | Name or Representative | Shareholding (Note 2) (Note 3) | |
| Note (1) | Shares | Shareholding | ||
| YiehPhui Enterprise Co., Ltd. |
Chairman | Kuo Chiao Investment & Development Co., Ltd. Representative: I-Shou Lin |
64,964, 178 |
3.27 % |
| Vice Chairman |
Kuo Chiao Investment & Development Co., Ltd. Representative: Lin-Maw Wu |
64,964, 178 |
3.27 % |
|
| Director | Chia Yuan Investment & Development Co., Ltd. Representative: Pyng-Yeong Liang |
21,588, 304 |
1.09 % |
|
| Director | Chia Yuan Investment & Development Co., Ltd. Representative: Ching-Tsung Huang |
21,588,304 | 1.09% | |
| Independent Director |
Chung-Wei Lee | 945 | 0.00% | |
| Independent Director |
Wen-I Chang | - | - | |
| Independent Director |
Der-Yuan Yang | - | ||
| Managerial Officer |
Chen-Wu Chang | - | - | |
| Good Honor Holdings Ltd. |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Chen-Wu Chang |
46,400 | 100.00% |
| Worthing Honor Holding Ltd.. |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Chen-Wu Chang |
100,000 | 100.00% |
| Yieh Phui (Hong Kong) Holdings Limited |
Chairman |
Yieh Phui Enterprise Co., Ltd. Representative: Pi-Hsien 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: Chen-Wu Chang |
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: Chen-Wu Chang |
98,219,520 | 100.00% |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: I-Shou Lin |
98,219,520 | 100.00% | |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Yung-Hsien Chen |
98,219,520 | 100.00% | |
| Supervisor | Yieh Phui Enterprise Co., Ltd. Representative: Ching-Tsung Huang |
98,219,520 | 100.00% | |
| Managerial Officer |
Chang-Hsin Ming | ─ | - |
181
| Name of Affiliate | Title | Name or Representative | Shareholding (Note 2) (Note 3) | Shareholding (Note 2) (Note 3) |
|---|---|---|---|---|
| Note (1) | Shares | Shareholding | ||
| Hong Yuh Assets Management Co.,Ltd. |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Yung-Hsien Chen |
156,720,000 | 80.00% |
| Director | Yieh United Co., Ltd. Representative: I-Shou Lin |
19,590,000 | 10.00% | |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Chen-Wu Chang |
156,720,000 | 80.00% | |
| Supervisor | Yieh Mau Corporation Representative:Chi-Shiang Shiu |
19,590,000 | 10.00% | |
| Supervisor | Yieh Mau Corporation Representative: Hong-Chi Zhang |
19,590,000 | 10.00% | |
| Pt. E-United Ferro Indonesia |
Chairman | Yung-Hsien Chen | - | - |
| Director | Zhong-Qi Guo | - | - | |
| Director | Lin-Maw Wu | - | - | |
| Director | Cheng-TungLin | - | - | |
| Supervisor | Chia-ChengLin | - | - | |
| Sin Bang Investment & Development Co., Ltd. |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Yung-Hsien Chen |
19,102,500 | 100.00% |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: I-Shou Lin |
19,102,500 | 100.00% | |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Ping-Yung Liang |
19,102,500 | 100.00% | |
| Supervisor | Yieh Phui Enterprise Co., Ltd. Representative: Wen Chung Tien |
19,102,500 | 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: Chen-Wu Chang |
- | - | |
| Director | Yieh Phui (Hong Kong) Holdings Limited Representative: Yong-Fang Zhang |
- | ||
| Director | Yieh Phui (Hong Kong) Holdings Limited Representative: Sen-Long Chen |
- | ||
| Director | Yieh Phui (Hong Kong) Holdings Limited Representative: Yung-Hsien Chen |
- | - | |
| Supervisor | Yieh Phui (Hong Kong) Holdings Limited Representative: Ching-Tsung Huang |
- | - | |
| Managerial Officer |
Yong-Fang Zhang | - | - | |
| ChangshuEver GloryTrading Co.,Ltd. |
Chairman | Yieh Phui (China) Technomaterial Co., Ltd. Representative: Yong-Fang Zhang |
- | - |
| Director | Yieh Phui (China) Technomaterial Co., Ltd. Representative: Lin-Maw Wu |
- | - |
182
| Name of Affiliate | Title | Name or Representative | Shareholding (Note 2) (Note 3) | Shareholding (Note 2) (Note 3) |
|---|---|---|---|---|
| Note (1) | Shares | Shareholding | ||
| Director | Yieh Phui (China) Technomaterial Co., Ltd. Representative: Chen-Wu Chang |
- | - | |
| 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: Chen-Wu Chang |
- | - | |
| 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 |
4,899,791 | 86.99% |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Chen-Wu Chang |
4,899,791 | 86.99% | |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Wen Chung Tien |
4,899,791 | 86.99% | |
| Supervisor | Wei Chiao Investment Development Co., Ltd. Representative: He-Hsing Lai |
34,612 | 0.61% | |
| EMMT Systems Corporation |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Chen-Wu Chang |
53,724,404 | 78.51% |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Lin-Maw Wu |
53,724,404 | 78.51% | |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: I-Shou Lin |
53,724,404 | 78.51% | |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Chia-Cheng Lin |
53,724,404 | 78.51% | |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Yung-Hsien Chen |
53,724,404 | 78.51% | |
| Supervisor | Gen-Wan Technology Corp Representative: Ching-Tsung Huang |
5,117,788 | 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 | Ke-Qin Chen | 530,000 | 5.89% | |
| Director | EMMT Systems Corporation Representative: Ching-Tsung Huang |
4,500,000 | 49.97% |
183
| Name of Affiliate | Title | Name or Representative | Shareholding (Note 2) (Note 3) | Shareholding (Note 2) (Note 3) |
|---|---|---|---|---|
| Note (1) | Shares | Shareholding | ||
| Supervisor | Shin Phui Steel Corporation Representative: Wen Chung Tien |
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 | 88.69% |
| Director | EMMT Systems Corporation Representative: Lin-Maw Wu |
40,488,461 | 88.69% | |
| Director | EMMT Systems Corporation Representative: Ching-Tsung Huang |
40,488,461 | 88.69% | |
| Director | EMMT Systems Corporation Representative: Yung-Hsien Chen |
40,488,461 | 88.69% | |
| Director | EMMT Systems Corporation Representative: Yu-Sheng Huang |
40,488,461 | 88.69% | |
| 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% | |
| Director | Applied Wireless Identifications Group, Inc. Representative: Yung-Hsien Chen |
3,030,000 | 100.00% | |
| Supervisor | Applied Wireless Identifications Group, Inc. Representative: Tien-Chi Chang |
3,030,000 | 100.00% | |
| 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 Co., Ltd. Representative: Yu-Kun Su |
85,717,552 | 16.15% | |
| Independent Director |
Chin-Shu Sun | - | - | |
| Independent Director |
Wen-I Chang | - | - | |
| Independent Director |
Te-Yuan Yang | - | - | |
| Managerial Officer |
Sen-Long Chen | - | - | |
| Great Emperor Hotel Co., Ltd. |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative Tien-Chi Chang |
317,000,000 | 60.15% |
| Vice Chairman |
Yieh Hsing Enterprise Co., Ltd. Representative TSANG WAI CHEUNG |
209,950,000 | 39.84% | |
| Director | Yieh Phui Enterprise Co., Ltd. Representative I-Shou Lin |
317,000,000 | 60.15% |
184
| Name of Affiliate | Title | Name or Representative | Shareholding (Note 2) (Note 3) | Shareholding (Note 2) (Note 3) |
|---|---|---|---|---|
| Note (1) | Shares | Shareholding | ||
| Director | Yieh Phui Enterprise Co., Ltd. Representative Lin-Maw Wu |
317,000,000 | 60.15% | |
| Director | Yieh Hsing Enterprise Co., Ltd. Representative Yung-Hsien Chen |
209,950,000 | 39.84% | |
| Supervisor | Shin Phui Steel Corporation Representative Hong-Chi Zhang |
50,000 | 0.01% | |
| Kings Garden International Co., Ltd. |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative Tien-Chi Chang |
258,000,000 | 54.89% |
| Director | Yieh Phui Enterprise Co., Ltd. Representative I-Shou Lin |
258,000,000 | 54.89% | |
| Director | Yieh Hsing Enterprise Co., Ltd. Representative Lin-Maw Wu |
211,950,000 | 45.10% | |
| Supervisor | Shin Phui Steel Corporation Representative Hong-Chi Zhang |
50,000 | 0.01% | |
| Kuo Chang Enterprise Co., Ltd. |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Yung-Hsien Chen |
110,341,304 | 99.04% |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: I-Shou Lin |
110,341,304 | 99.04% | |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Chen-Wu Chang |
110,341,304 | 99.04% | |
| Supervisor | Jiayuan Investment Development Co., Ltd. Representative: Hong-Chi Zhang |
1,069,544 |
0.96% | |
| United Brightening Development Corp. |
Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Yung-Hsien Chen |
158,060,035 | 95.56% |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: I-Shou Lin |
158,060,035 | 95.56% | |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Chen-Wu Chang |
158,060,035 | 95.56% | |
| Supervisor | Xinyang Investment Development Co., Ltd. Representative: Hong-Chi Zhang |
7,339,965 | 4.44% | |
| Chao Ying Investment Development Co.,, Ltd. |
Chairman | United Brightening Development Corp. Representative: Yung-Hsien Chen |
30,400,000 | 100.00% |
| Director | United Brightening Development Corp. Representative: I-Shou Lin |
30,400,000 | 100.00% | |
| Director | United Brightening Development Corp. Representative: Chen-Wu Chang |
30,400,000 | 100.00% | |
| Supervisor | United Brightening Development Corp. Representative: Ching-Tsung Huang |
30,400,000 | 100.00% | |
| Lian So(H.K)Co., Ltd. | Chairman | Pi-Hsien Li | - | - |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Chen-Wu Chang |
16,560,000 | 80.00% |
185
| Name of Affiliate | Title | Name or Representative | Shareholding (Note 2) (Note 3) | Shareholding (Note 2) (Note 3) |
|---|---|---|---|---|
| Note (1) | Shares | Shareholding | ||
| Director | Yieh United Co., Ltd. Representative: Yu-Kun Su |
2,070,000 | 10.00% | |
| Director | Yieh Mau Corporation Representative: Chi-Shiang Shiu |
2,070,000 | 10.00% | |
| 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 Indoresources |
Chairman | Yung-Hsien Chen | - | |
| Director | Chia-ChengLin | - | ||
| Director | Achmad Kurniadi | - | ||
| Director | Cheng-TungLin | - | ||
| Supervisor | Chuan-HsiangHuang | - | ||
| Pt. Genba Multi Mineral |
Chairman | Yung-Hsien Chen | - | |
| Director | Chia-ChengLin | - | ||
| Director | Achmad Kurniadi | - | ||
| Director | Cheng-TungLin | - | ||
| Supervisor | Chuan-HsiangHuang | - | ||
| Yieh Phui America, Inc. | Chairman | Yieh Phui Enterprise Co., Ltd. Representative: Chen-Wu Chang |
1,000 | 100.00% |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Yung-Hsien Chen |
1,000 | 100.00% | |
| Director | Yieh Phui Enterprise Co., Ltd. Representative: Wen Chung Tien |
|||
| Managerial Officer |
Yieh Phui Enterprise Co., Ltd. Representative:Wen Chung Tien |
1,000 | 100.00% | |
| Lian Yang (H.K.) Tranding Ltd. |
Chairman | LIAN SO(H.K)CO., LIMITED Representative: Pi-Hsien 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 | Zhen Hua International Co., Ltd. Representative Chun-Sheng, Lin |
11,000,000 | 100.00% |
| Director | Zhen Hua International Co., Ltd. Representative I-Shou Lin |
11,000,000 | 100.00% | |
| Director | Zhen Hua International Co., Ltd. Representative Yung-Hsien Chen |
11,000,000 | 100.00% | |
| Supervisor | Zhen Hua International Co., Ltd. Representative Tien-Chi Chang |
11,000,000 | 100.00% |
186
-
Note 1: If the affiliate is a foreign company, list the personnel holding key 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.
187
6. Operating status of affiliates
| Data date: December 31, 2022; Unit: NT$ thousands | Data date: December 31, 2022; Unit: NT$ thousands | Data date: December 31, 2022; Unit: NT$ thousands | Data date: December 31, 2022; Unit: NT$ thousands | Data date: December 31, 2022; Unit: NT$ thousands | Data date: December 31, 2022; Unit: NT$ thousands | Data date: December 31, 2022; Unit: NT$ thousands | Data date: December 31, 2022; Unit: NT$ thousands | |
|---|---|---|---|---|---|---|---|---|
| Name of Affiliate | Capital | Total assets | Total liabilities | Net value | Operating revenue |
Operating earnings |
Current profit and loss (after tax) |
Earnings per share (NT$) (aftertax) |
| Yieh Phui Enterprise Co., Ltd. | 19,850,980 | 50,731,837 |
19,148,969 |
31,582,868 |
33,544,528 |
1,823,481 |
809,507 |
0.41 |
| Worthing Honor Holdings Ltd. | 3,071 | 2,845 |
0 |
2,845 |
0 |
0 |
10 |
0.00 |
| Good Honor Holdings Ltd. | 1,425 | 4,213 |
0 |
4,213 |
0 |
0 |
12 |
0.00 |
| Shin Phui Steel Corporation | 239,173 | 336,467 |
76,587 |
259,880 |
248,539 |
3,456 |
3,370 |
0.14 |
| Gen-Wan Technology Corp | 56,324 | 81,776 |
55 |
81,720 |
0 |
(249) |
17,280 |
3.07 |
| Yieh Phui (China) Technomaterial Co., Ltd. | 7,448,898 | 26,179,805 |
16,883,620 |
9,296,185 |
32,140,834 |
(56,391) |
(861,539) |
0.00 |
| Changshu Ever Glory Trading Co.,Ltd. | 44,094 | 47,852 |
15 |
47,837 |
0 |
(133) |
532 |
0.00 |
| EMMT Systems Corporation | 684,294 | 1,268,310 |
242,515 |
1,025,795 |
890,632 |
237,611 |
233,994 |
3.42 |
| Groupco Technology Inc. | 90,050 | 9,104 |
152 |
8,952 |
747 |
(398) |
(346) |
(0.04) |
| Applied Wireless Identifications Group, Inc. | 13,768 | 430,164 |
48,983 |
381,182 |
321,578 |
66,345 |
61,818 |
0.00 |
| Yieh Hsing Enterprise Co., Ltd. | 5,306,516 | 11,756,112 |
4,965,674 |
6,790,438 |
6,828,696 |
(277,703) |
(694,654) |
(1.31) |
| Great Emperor Hotel CO., LTD. | 5,270,000 | 13,263,452 |
8,760,668 |
4,502,784 |
1,308,308 |
(315,263) |
(407,912) |
(0.78) |
| Kings Garden International CO., LTD. | 4,700,000 | 12,447,984 |
8,246,839 |
4,201,146 |
482,095 |
(167,935) |
(270,909) |
(0.58) |
188
| Name of Affiliate | Capital | Total assets | Total liabilities | Net value | Operating revenue |
Operating earnings |
Current profit and loss (after tax) |
Earnings per share (NT$) (aftertax) |
|---|---|---|---|---|---|---|---|---|
| Wabo Global Trading Corporation | 110,000 | 58,763 |
12,366 |
46,397 |
46,691 |
(32,068) |
(32,336) |
(4.34) |
| Shin Yang Steel Co., Ltd. | 982,195 | 5,477,092 |
3,455,868 |
2,021,224 |
7,228,929 |
1,199,688 |
983,194 |
10.01 |
| Hong Yuh Assets Management Co.,Ltd. | 1,959,000 | 780,643 |
43,506 |
737,137 |
0 |
(31,405) |
(87,679) |
(0.50) |
| Sin Bang Investment & Development Co., Ltd. | 191,025 | 242,347 |
66 |
242,281 |
0 |
(226) |
(4,971) |
(0.26) |
| Tianjin Lianfa Precision Steel Corporation | 632,478 | 305,255 |
491,516 |
(186,261) |
482,530 |
(47,821) |
(53,606) |
0.00 |
| Yieh Phui (Hong Kong) Holdings Limited | 7,170,785 | 12,524,370 |
3,268,281 |
9,256,089 |
0 |
(13,614) |
(850,249) |
0.00 |
| United Brightening Development Corp. | 1,654,000 | 2,023,808 |
689,555 |
1,334,253 |
0 |
(2,204) |
(65,503) |
(0.40) |
| Chao Ying Investment Development Co.,, Ltd. | 304,000 | 298,490 |
66 |
298,424 |
0 |
(545) |
(6,262) |
(0.21) |
| Kuo Chang Enterprise Co., Ltd. | 1,114,108 | 1,271,089 |
288,374 |
982,714 |
0 |
(404) |
(38,633) |
(0.35) |
| Lian So(H.K)Co., Ltd. | 635,697 | 327,921 |
697 |
327,223 |
0 |
(3,416) |
(62,771) |
0.00 |
| Yieh Phui America, Inc. | 0 | 1,107,164 |
974,481 |
132,682 |
17,864 |
13,925 |
11,317 |
0.00 |
| Lian Yang (H.K.) Tranding Ltd. | 3,071 | 14,299 |
30 |
14,269 |
0 |
(40) |
9 |
0.00 |
| Pt. E-United Ferro Indonesia | 1,063,993 | 860,965 |
13,714 |
847,250 |
0 |
(238,767) |
(132,882) |
0.00 |
| Pt. Yieh Ferro Indonesia | 13,169 | 1,901 |
0 |
1,901 |
0 |
(446) |
(292) |
0.00 |
| Pt. Genba Indoresources | 10,150 | 18,637 |
6,088 |
12,549 |
0 |
(12,866) |
4,949 |
0.00 |
189
| Name of Affiliate | Capital | Total assets | Total liabilities | Net value | Operating revenue |
Operating earnings |
Current profit and loss (after tax) |
Earnings per share (NT$) (aftertax) |
|---|---|---|---|---|---|---|---|---|
| Pt. Genba Multi Mineral | 398,580 | 251,773 |
9,910 |
241,863 |
0 |
(37,555) |
157,355 |
0.00 |
| Pt. Asiamax Mining Indonesia | 106,487 | 41,924 |
2,725 |
39,199 |
29,854 |
(12,819) |
(9,825) |
0.00 |
(II) Consolidated financial statements of affiliates: Refer to page 165 for details.
(III) Affiliation report: None.
190
II. Private Placement of Marketable Securities: None
III. Holding or Disposal of the Company's Shares by Subsidiaries: None
IV. Other Supplementary Information: None
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, and Have Occurred from the Most Recent Year to the Printing Date of This Report: None
191
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, 2022 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 9, 2023
192
==> 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, 2022 and 2021, 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, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (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 the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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.
193
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, 2022. 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, 2022 are stated as follows:
Revenue recognition
Please refer to Note 4.22 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 6.30 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 2022 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 occurred 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 $9,915,991 thousand as of December 31, 2022, which accounted for 10.65% 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.
194
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 $5,082,142 thousand and $5,119,085 thousand, representing 5.46% and 5.38% of total consolidated assets as of December 31, 2022 and 2021, and the share of profit of these associates accounted for using equity method amounted to ($70,738) thousand and $519,517 thousand, representing (6.78%) and 8.22% 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 $102,121 thousand and ($8,558) thousand, representing 26.94% and 5.16% 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, 2022 and 2021 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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
195
As part of an audit in accordance with the Standards on Auditing of 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.
196
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, 2022 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.
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 9, 2023
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.
197
YIEH PHUI ENTERPRISE CO., LTD. AND SUBSIDIARIES 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 Other financial assets - current Total Current Assets NONCURRENT ASSETS 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(30) 6(3) 6(4) 7 6(5) 7 6(6) 6(7) 6(8) 6(9) 6(10) 6(11) 6(12) 6(13) 6(14) 6(36) 6(15) 6(16) 6(23) 8 |
December31,2022 Amount % $8,636,937 10 84,641 - 288,809 - 1,173,578 1 1,813,953 2 448,952 - 142,336 - 23,202 - 8,682 - 9,915,991 11 2,543,688 3 2,529,680 3 27,610,449 30 740,987 1 16,112,793 17 45,775,712 49 489,768 1 129,987 - 314,110 - 1,029,282 1 3,411 - 149,671 - 18,747 - 776,472 1 65,540,940 70 $93,151,389 100 |
December31,2021 | December31,2021 |
|---|---|---|---|---|
| Amount $8,636,937 84,641 288,809 1,173,578 1,813,953 448,952 142,336 23,202 8,682 9,915,991 2,543,688 2,529,680 27,610,449 740,987 16,112,793 45,775,712 489,768 129,987 314,110 1,029,282 3,411 149,671 18,747 776,472 65,540,940 $93,151,389 |
Amount $7,209,529 289,451 117,272 441,324 2,241,654 171,786 290,915 109,370 115,592 14,055,171 2,720,948 1,131,517 28,894,529 797,724 15,993,554 46,844,013 497,125 56,959 359,251 997,026 6,821 59,834 1,220 632,997 66,246,524 $95,141,053 |
% | ||
| 8 - - - 3 - - - - 15 3 1 |
||||
| 30 | ||||
| 1 17 49 1 - - 1 - - - 1 |
||||
| 70 | ||||
| 100 |
198
| Liabilities andEquity CURRENT LIABILITIES Short-term loans Short-term notes and bills payable Contract liabilities - current Notes payable Accounts payable Other payables Current tax liabilities Provisions - current Lease liabilities - current 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 Treasury shares Total equity attributable to owners of the parent NON-CONTROLLING INTERESTS Total Equity TOTAL LIABILITIES AND EQUITY |
Note 6(17) 6(18) 6(30) 6(19) 6(20) 6(12) 6(21) 6(21) 6(36) 6(12) 6(22) 6(23) 6(24) 6(25) 6(26) 6(27) 6(28) 6(29) |
December31,2022 Amount % $13,590,171 15 1,701,701 2 1,337,461 1 458,293 - 1,448,256 2 1,887,927 2 681,455 1 101,689 - 9,674 - 4,212,832 5 25,429,459 28 34,464,456 37 29,432 - 60,060 - 24,278 - 333,860 - 17,741 - 34,929,827 37 60,359,286 65 19,850,980 22 4,927,302 5 3,393,805 4 785,047 1 3,582,001 3 (822,369) (1) (133,898) - 31,582,868 34 1,209,235 1 32,792,103 35 $93,151,389 100 |
December31,2021 | December31,2021 |
|---|---|---|---|---|
| Amount $13,590,171 1,701,701 1,337,461 458,293 1,448,256 1,887,927 681,455 101,689 9,674 4,212,832 25,429,459 34,464,456 29,432 60,060 24,278 333,860 17,741 34,929,827 60,359,286 19,850,980 4,927,302 3,393,805 785,047 3,582,001 (822,369) (133,898) 31,582,868 1,209,235 32,792,103 $93,151,389 |
Amount $13,905,468 1,356,226 3,062,400 1,508,569 1,698,869 2,373,932 777,146 135,039 13,713 4,645,390 29,476,752 32,027,032 140,801 78,393 25,896 477,441 19,113 32,768,676 62,245,428 18,905,695 4,928,849 2,882,426 706,593 5,113,787 (1,032,962) - 31,504,388 1,391,237 32,895,625 $95,141,053 |
% | ||
| 15 1 3 2 2 2 1 - - 5 |
||||
| 31 | ||||
| 33 - - - 1 - |
||||
| 34 | ||||
| 65 | ||||
| 20 5 3 1 6 (1) - |
||||
| 34 1 |
||||
| 35 | ||||
| 100 |
The accompanying notes are an integral part of the consolidated financial statements.
199
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 | |
|---|---|---|---|---|---|
| 2022 | 2021 | ||||
| Amount | % | Amount | % | ||
| OPERATING REVENUE OPERATING COST GROSS PROFIT OPERATING EXPENSES Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit gain (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(30) 6(6) 6(32) 6(33) 6(34) 6(35) 6(36) 6(37) 6(38) 6(38) |
$83,675,863 (74,531,778) |
100 (89) |
$90,046,653 (79,145,500) |
100 (87) |
| 9,144,085 (4,644,626) (2,077,390) (117,611) 76 |
11 (6) (2) - - |
10,901,153 (4,052,732) (1,714,128) (100,842) 17 |
13 (5) (2) - - |
||
| (6,839,551) | (8) | (5,867,685) | (7) | ||
| 2,304,534 | 3 | 5,033,468 | 6 | ||
| 68,556 308,363 423,465 (1,690,408) (371,645) |
- - 1 (3) - |
34,126 219,525 643,227 (1,363,204) 1,749,206 |
- - 1 (2) 2 |
||
| (1,261,669) | (2) | 1,282,880 | 1 | ||
| 1,042,865 (520,760) |
1 (1) |
6,316,348 (1,095,895) |
7 (1) |
||
| 522,105 | - | 5,220,453 | 6 | ||
| 99,651 (90,098) (89,011) (19,930) 193,797 331,418 (46,736) |
- - - - - - - |
(97,423) 93,162 60,080 19,485 (167,727) (86,791) 13,473 |
- - - - - - - |
||
| 379,091 | - | (165,741) | - | ||
| $901,196 | - | $5,054,712 | 6 | ||
| $809,507 (287,402) |
- - |
$5,202,838 17,615 |
6 - |
||
| $522,105 | - | $5,220,453 | 6 | ||
| $1,172,642 (271,446) |
- - |
$5,041,747 12,965 |
6 - |
||
| $901,196 | - | $5,054,712 | 6 | ||
| $0.41 | $2.62 | ||||
| $0.41 | $2.62 |
The accompanying notes are an integral part of the consolidated financial statements.
200
YIEH PHUI ENTERPRISE CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars)
| BALANCE AT JANUARY 1,2021 Appropriations of prior year's earnings: Legal reserve special reserve Changes in associates and joint ventures using the equity method Net income (loss) for 2021 Other comprehensive income (loss) for 2021, net of income tax Total comprehensive income (loss) for 2021 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, 2021 Appropriations of prior year's earnings: Legal reserve special reserve Cash dividends Stock dividends Changes in associates and joint ventures using the equity method Net income (loss) for 2022 Other comprehensive income (loss) for 2022, net of income tax Total comprehensive income (loss) for 2022 Buy-back of treasury shares Changes in ownership interests in subsidiaries Adjustment of non-controlling interests BALANCE AT DECEMBER 31, 2022 |
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 |
|||||||
| $18,905,695 - - - - - |
$4,929,007 - - (158) - - |
$2,866,052 16,374 - - - - |
$559,232 - 147,361 - - - |
$163,734 (16,374) (147,361) (231) 5,202,838 (84,063) |
($1,187, 536) - - - - (238,497) |
$226,643 - - - - 161,307 |
$6,384 - - - - 162 |
$ - - - - - - |
$26,469,211 - - (389) 5,202,838 (161,091) |
$1,361,903 - - 6 17,615 (4,650) |
$27,831,114 - - (383) 5,220,453 (165,741) |
|
| - | - |
- | - | 5,118,775 | (238,497) | 161,307 |
162 | - | 5,041,747 | 12,965 | 5,054,712 |
|
| - - - |
- - - |
- - - |
- - - |
(9,905) - 5,149 |
- - - |
- - (1,425) |
- - - |
- - - |
(9,905) - 3,724 |
9,905 6,458 - |
- 6,458 3,724 |
|
| 18,905,695 - - - 945,285 - - - |
4,928,849 - - - - (1,547) - - |
2,882,426 511,379 - - - - - - |
706,593 - 78,454 - - - - - |
5,113,787 (511,379) (78,454) (945,285) (945,285) (1,803) 809,507 152,542 |
(1,426,033) - - - - - - 461,886 |
386,525 - - - - - - (255,700) |
6,546 - - - - - - 4,407 |
- - - - - - - - |
31,504,388 - - (945,285) - (3,350) 809,507 363,135 |
1,391,237 - - - - (12) (287,402) 15,956 |
32,895,625 - - (945,285) - (3,362) 522,105 379,091 |
|
| - | - |
- | - | 962,049 | 461,886 | (255,700) |
4,407 | - | 1,172,642 | (271,446) | 901,196 |
|
| - - - |
- - - |
- - - |
- - - |
- (11,629) - |
- - - |
- - - |
- - - |
(133,898) - - |
(133,898) (11,629) - |
- 11,629 77,827 |
(133,898) - 77,827 |
|
| $19,850,980 | $4,927,302 |
$3,393,805 | $785,047 | $3,582,001 | ($964,147) | $130,825 |
$10,953 | ($133,898) | $31,582,868 | $1,209,235 | $32,792,103 |
The accompanying notes are an integral part of the consolidated financial statements.
201
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 |
|---|---|---|
| 2022 | 2021 | |
| 1.CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) before income tax Adjustments to reconcile profit (loss) Depreciation Amortization Expected credit (gain) 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 (gain) on disposal and retirement of property, plant and equipment Transfer of property, plant and equipment to expenses Loss (gain) on disposal of investment properties Loss (gain) on disposal of noncurrent assets held for sale Loss (gain) on disposal of Investments accounted for using equity method Impairment loss recognized on nonfinancial assets Other income recognized from rent concessions Others Total adjustments to reconcile profit (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 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 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 |
$1,042,865 2,317,227 51,032 (76) 4,108 1,690,408 (68,556) (6,761) 371,645 11,103 16,412 - - (241) 85 (20) (298) |
$6,316,348 2,003,252 44,568 (17) 5,510 1,363,204 (34,126) (21,891) (1,749,206) 9,096 9,641 (10,146) (539,330) - 12,412 (41) (217) |
| 4,386,068 | 1,092,709 |
|
| (32,975) (172,183) (732,212) 429,506 (278,381) 221,423 4,139,180 134,722 (1,754,986) (17,527) |
(18,536) 218,403 131,485 (381,408) 13,841 (156,325) (5,523,064) 830,650 (66,466) 9,557 |
|
| 1,936,567 | (4,941,863) |
|
| (1,724,939) (1,050,276) (250,613) (95,409) (33,350) (43,930) |
942,796 1,038,809 702,955 622,191 41,237 (59,718) |
|
| (3,198,517) | 3,288,270 | |
| (1,261,950) | (1,653,593) | |
| 3,124,118 | (560,884) |
|
| 4,166,983 | 5,755,464 |
202
| Item | Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2022 | 2021 | |
| 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 and loss 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 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 Proceeds from disposal of noncurrent assets held for sale Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Acquisition of intangible assets Proceeds from disposal of investment properties Increase in other financial assets Decrease in other financial assets Decrease in other noncurrent assets Net cash generated from (used in) investing activities 3.CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term loans Increase in short-term notes and bills payable Increase in long-term loans Repayment of long-term loans Increase in guarantee deposits received Decrease in guarantee deposits received Repayments of principal of lease liabilities 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 |
64,971 12,923 (1,632,613) (718,363) |
30,790 15,729 (1,404,849) (309,034) |
| 1,893,901 | 4,088,100 |
|
| (59,544) - 26,184 (14,752) 7,600 184 - (1,542,800) 3,235 (89,837) - (5,891) - - 213,348 3,325 |
(10,000) 29,925 4,571 (27,402) - - 629,374 (2,769,502) 59,178 - 163,061 (29,472) 54,322 (475,761) - 1,536 |
|
| (1,458,948) | (2,370,170) | |
| (315,297) 346,100 14,008,790 (11,997,266) - (1,372) (9,917) (1,618) (945,285) (133,898) 77,827 |
(1,019,839) 66,900 14,214,826 (11,412,863) 428 - (8,052) (2,142) - - 6,458 |
|
| 1,028,064 | 1,845,716 |
|
| (35,609) | (84,899) |
|
| 1,427,408 7,209,529 |
3,478,747 3,730,782 |
|
| $8,636,937 | $7,209,529 |
The accompanying notes are an integral part of the consolidated financial statements.
203
YIEH PHUI ENTERPRISE CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(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 9, 2023.
3. APPLICATION OF NEW AND AMENDED STANDARDS AND INTERPRETATIONS
-
(1) Effect of adoption of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
-
New standards, interpretations and amendments endorsed by the FSC and effective from 2022 are as follows:
204
New IFRSs 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 IFRSs 2018-2020
Effective Date Announced by IASB (Note 1) January 1, 2022 (Note 2) January 1, 2022 (Note 3) January 1, 2022 (Note 4) January 1, 2022 (Note 5)
-
Note 1: Unless stated otherwise, the New IFRSs above are effective for annual periods beginning on or after their respective effective dates.
-
Note 2:The 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. 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 Group 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.
- B. 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).
205
-
C. 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.
-
D. 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 derecognize 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.
-
The Group has evaluated the aforementioned standards and interpretations, and there’s no significant effect to the Group’s financial position and performance.
-
-
(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 and effective from 2023 are as follows:
| from 2023 are as follows: | |
|---|---|
| NewIFRSs Amendments to IAS 1 “Disclosure of Accounting Policies” Amendments to IAS 8 “Definition of Accounting Estimates” Amendment to IAS 12 “Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction” |
Effective Date Announced by IASB |
| January 1, 2023 (Note 1) January 1, 2023 (Note 2) January 1, 2023 (Note 3) |
-
Note 1: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
-
Note 2: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
-
Note 3: Except for otherwise specified with for temporary differences associated with leases and decommissioning obligations, the amendments will be applied prospectively to transactions that occur on or after January 1, 2022.
-
A. Amendments to IAS 1 “Disclosure of Accounting Policies”
-
This amendment clarifies that when the scale or nature of a transaction, other event or situation is material, and the relevant accounting policy information is also material to the financial report, the relevant material accounting policy information should be disclosed. Conversely, if the enterprise determines that the scale or nature of a transaction, other event or situation is not significant or the relevant accounting policy information is not significant although it is significant, it does not need to disclose non-significant accounting policy information, but the enterprise prepares accounting the conclusion that the policy information is insignificant does not affect the relevant disclosures required by other IFRS standards.
206
-
B. 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, except for corrections due to errors in the previous period, the impact of changes in input values or measurement techniques on accounting estimates is a change in accounting estimates.
-
C.Amendment to IAS 12 “Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction”
-
The amendments narrow the scope of the recognition exemption in paragraphs 15 and 24 of IAS 12 so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. When the Group 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.
As of the date the accompany consolidated financial statements are authorized for issue, the Group is still evaluating the impact on its financial position and financial performance as a result of the initial adoption of the aforementioned standards or interpretations. The related impact will be disclosed when the Group completes the evaluation.
- (3) Effect of the IFRSs issued by IASB but not yet endorsed and issued into effect by FSC:
| NewIFRSs 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 IFRS 17 “Initial application IFRS 17 and IFRS 9 – Compare Information” Amendments to IFRS 16 "Lease liabilities in sale and leaseback" Amendments to IAS 1 “Classification of Liabilities as Current or Noncurrent” Amendments to IAS 1 “Non-current Liabilities with Covenants " |
Effective Date Announced by IASB |
|---|---|
| To be determined by IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2024 January 1, 2024 January 1, 2024 |
As of the date the accompany consolidated financial statements are authorized for issue, the Group is still evaluating the impact on its financial position and financial performance as a result of the initial adoption of the aforementioned standards or interpretations. The related impact will be disclosed when the Group completes the evaluation.
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4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented unless otherwise stated.
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.
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
208
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 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 |
Percentage ofOwnership | Percentage ofOwnership |
|---|---|---|
| December 31, 2022 100.00% 100.00% 100.00% 57.41% 60.15% 54.89% 100.00% 100.00% 100.00% 86.99% - |
December 31, 2021 |
|
| 100.00% 100.00% 100.00% 57.41% 58.17% 54.89% 100.00% 100.00% 100.00% 86.99% - |
(Please refer to Note 4 3. (2) A. for details)
209
| Investee / Subsidiary Main Businesses 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 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 |
Percentage of Ownership | Percentage of Ownership |
|---|---|---|
| December 31, 2022 78.51% 99.04% 95.56% 80.00% 80.00% 100.00% 61.74% 10.00% 75.00% 19.00% 100.00% 7.48% 100.00% 100.00% 100.00% 88.69% 49.97% |
December 31, 2021 |
|
| 78.51% 99.04% 95.56% 80.00% 80.00% 100.00% 49.36% 10.00% 75.00% 19.00% 100.00% 7.48% 100.00% 100.00% 100.00% 91.47% 49.97% |
210
| Investee / Subsidiary Main Businesses 7. Applied Wireless Identifications Group, Inc. AWID Asia Co., Ltd. Telecommunications equipment wholesale 8. AWID Asia Co., Ltd. AWID Changshou Co., Ltd. Telecommunications equipment wholesaling 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 |
Percentage of Ownership | Percentage of Ownership |
|---|---|---|
| December 31, 2022 December 31, 2021 - 100.00% (Please refer to Note 4 3. (2) A. for details) - - (Please refer to Note 4 3. (2) A. for details) 42.53% 42.53% 0.01% 0.01% 0.01% 0.01% 39.84% 41.82% 45.10% 45.10% - - (Please refer to Note 4 3. (2) A. for details) 100.00% 100.00% 100.00% 100.00% - - (Please refer to Note 4 3. (2) A. for details) 38.26% 50.64% |
December 31, 2021 |
211
| Investee / Subsidiary Lien-Sheng Steel Co., Ltd. Lian Yang (Hong Kong) Trading Limited 14. Lien-Hsin Steel Co., Ltd. Lien-Heng Mining Co., Ltd. (Note) Lien-Hung Mining Co., Ltd. (Note) |
Main Businesses Metal manufacturing industry Trading business Nickle mining Nickle mining |
Percentage of Ownership | Percentage of Ownership |
|---|---|---|---|
| December 31, 2022 90.00% 100.00% 25.00% 81.00% |
December 31, 2021 |
||
| 90.00% 100.00% 25.00% 81.00% |
-
(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.
-
A. Increase and decrease in consolidated subsidiaries:
- AWID Asia Co., Ltd., Yi Hua International Co., Ltd., Champion Logistic Inc. and AWID Changshou Co., Ltd. had been liquidated in July 2022, December 2021, July 2021, and June 2021, respectively.
-
B. The financial statements of subsidiaries, Changshou ChangHuei Trading Co., Good Honor Holdings Ltd., Worthing honor Holdings Ltd. and Lien-Sheng Steel Co., Ltd. for 2022 and the financial statements of subsidiaries, Changshou ChangHuei Trading Co., Good Honor Holdings Ltd. and Worthing honor Holdings Ltd. for 2021 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, 2022 and 2021, cash and bank deposits of $3,437,081 thousand, and $4,073,600 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, 2022:
| December 31, 2022: | ||
|---|---|---|
| Name ofSubsidiary Shareholding % Yieh Hsing Enterprise Co., Ltd. 42.59% Others Total |
Non-controlling interests $707,266 501,969 $1,209,235 |
Net income (loss) attributable to Non- controllinginterests |
($295,843) 8,441 |
||
($287,402) |
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December 31, 2021:
| Name of Subsidiary Yieh Hsing Enterprise Co., Ltd. Others Total |
Shareholding % 42.59% |
Non-controlling interests $989,639 401,598 $1,391,237 |
Net income (loss) attributable to Non- controllinginterests |
|---|---|---|---|
$5,605 12,010 |
|||
$17,615 |
-
A. Please refer to Table 9 and Table 10 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.
| Current assets Non-current assets Current liabilities Non-current liabilities Equity |
December 31, 2022 $2,044,792 9,711,320 2,631,382 2,334,292 $6,790,438 |
December 31, 2021 |
|---|---|---|
| $3,074,824 10,073,777 3,541,478 2,153,660 |
||
| $7,453,463 |
- b. Statements of Comprehensive Income:
Yieh Hsing Enterprise Co., Ltd.
| Operating revenue Net income (loss) Other comprehensive income (net after tax) Total comprehensive income (loss) Total comprehensive income (loss) Dividends paid to non-controlling interest |
2022 $6,828,696 ($694,654) 19,395 ($675,259) ($287,283) $- |
2021 |
|---|---|---|
| $7,018,786 | ||
| $13,160 (7,516) |
||
| $5,644 | ||
| $2,404 | ||
| $- |
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 HsingEnterprise Co.,Ltd. | Yieh HsingEnterprise Co.,Ltd. |
|---|---|
| 2022 $1,050,375 (199,182) (696,205) $154,988 251,318 $406,306 |
2021 |
| $17,221 (85,152) 110,454 |
|
| $42,523 208,795 |
|
| $251,318 |
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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.
-
(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).
214
- 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 recognized immediately in profit or loss.
- (1) Financial assets
The Group adopts trade-date accounting to recognize and derecognize financial assets.
-
A. Category of financial assets and measurement
-
Financial assets are classified into the following categories: financial assets at FVTPL, financial assets at amortized cost, and investments in equity instruments at FVTOCI.
-
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 are designated initially at FVTPL, if the designation can eliminated or significantly reduces the measurement or recognition of inconsistencies.
-
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).
-
-
b. Financial assets at amortized cost
- Financial assets that meet the following conditions are subsequently measured at amortized cost:
215
-
(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
-
(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. 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.
- (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.
- (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.
-
c. Investments in equity instruments at FVTOCI
- 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. 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.
-
B. Impairment of financial assets
-
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.
-
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.
-
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
216
that will result from all possible default events over the expected life of a financial instrument.
-
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.
-
C. Derecognition of financial assets
-
The Group derecognises a financial asset when one of the following conditions is met:
-
a. The contractual rights to receive cash flows from the financial asset expire.
-
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.
-
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.
- (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.
-
(3) Financial liabilities
-
A.Subsequent measurement
All financial liabilities are measured at amortized cost using the effective interest method.
- 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) Modification of Financial instruments
When the contractual cash flows of a financial instrument are renegotiated or modified and the renegotiation or modification does not result in the derecognition of that financial instrument, the Group recalculates the gross carrying amount of the financial asset or the amortized cost of the financial liabilities using the original effective interest rate and recognises a modification gain or loss in profit or loss. Any costs or fees incurred adjust the carrying amount of the modified financial instrument and are amortised over the remaining term of the modified financial instrument. If the renegotiation or modification results in that the derecognition of that financial instrument is required, then the financial instrument is derecognized accordingly.
217
4.8 Inventories
Inventories, under a perpetual system, are measured at the lower of cost and net realizable 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 realizable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and costs necessary to make the sale.
4.9 Investments accounted for using equity method - associates
-
(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 recognized at cost and are accounted for using the equity method.
-
(2) The Group’s share of its associate’s profit or loss after the date of acquisition is recognized in the Group’s profit or loss, and its share of changes in the associate’s other comprehensive income is recognized 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.
-
(3) Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’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 Group.
-
(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 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.
-
(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 recognized in profit or loss.
218
-
(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 recognized 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 recognized 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.
-
(7) When the Group disposes its investment in an associate, if it loses significant influence over the associate, the amounts previously recognized 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 recognized as capital surplus in relation to the associate are transferred to profit or loss proportionately.
4.10 Property, Plant and Equipment
-
(1) Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized. For property, plant and equipment under construction, sample produced from testing whether the asset is functioning properly before its intended use are measured at lower of the costs or net realizable value. Proceeds from selling such an item and the cost of the item are recognized in profit or loss.
-
(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.
-
(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:
Main plants 15 to 70 years Main office buildings 40 to 60 years Other accessory equipment 5 to 35 years
Machinery and equipment 2 to 53 years Other equipment 2 to 41 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.
219
4.11 Government grants
Government grants are recognized 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 recognized in profit or loss on a systematic basis over the periods in which the Group recognizes expenses for the related costs for which the grants are intended to compensate. Government grants related to property, plant and equipment are recognized as non-current liabilities and are amortized to profit or loss over the estimated useful lives of the related assets using the straight-line method.
4.12 Leases
The Group assesses whether the contract is (or includes) a lease at the date of the contract.
- (1) The Group as lessee
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 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.
- (2) The Group as lessor
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.
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
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amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.
4.13 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.
4.14 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:
-
(1) Mineral right : 12 years
-
(2) Computer software: 2 to 5 years;
-
(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.
4.15 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 depreciation and accumulated impairment, whereas intangible assets (e.g. 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.
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4.16 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.
4.17 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.
4.18 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 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 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.
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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.
4.19 Share capital and treasury shares
(1) 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.
- (2) Treasury Shares
The Group’s treasury shares that have not been disposed or retired are stated at cost and shown as a deduction in stockholders’ equity. When treasury shares are sold, if the selling price is above the book value, the difference is credited to the capital surplus–treasury share transactions; if the selling price is below the book value, the difference is first offset against capital surplus from the same class of treasury share transactions, and the remainder, if any, is then debited to retained earnings. The carrying value of treasury shares is calculated using the weightedaverage approach in accordance with the purpose of repurchase.
Upon retirement, treasury shares are derecognized against the capital surplus - premium on stocks and capital stock proportionately according to the ratio of shares retired. The carrying value of treasury shares in excess of the sum of the par value and premium on stocks is first offset against capital surplus from the same class of treasury share transactions, and the remainder, if any, is then debited to retained earnings. The sum of the par value and premium on treasury shares in excess of the carrying value is credited to capital surplus from the same class of treasury share transactions.
4.20 Share-based payment transactions
- (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.
4.21 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 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.
-
(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.
-
(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.
-
(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.
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4.22 Revenue Recognition
The Group 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 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 or less.
-
(1) Sale of goods
-
Sales revenue from goods mainly comes from the sales of galvanized steel coils, painted steel coils, steel pipes, electronic materials and Food and beverage sales. 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.
When other party participates providing in goods or services to customers, the Group obtains control of the specified goods or services before they are transferred to the customers and, therefore, is acting as a principal in the transaction. On the contrary, the other party is acting as an agent. As the principal, the total amount of the consideration that is expected to be obtained in exchange for the transfer of goods or services is recognized as income. As an agent, the amount of any fees or commissions that the other party expected to obtain in exchange for the provision of goods or services, recognized as income. The charge or commission of the Group may be the net amount of the consideration. The income retained by the Group in exchange for goods or services is the amount retained after payment to the other party.
The Group offers award credits which can be used for future purchases when the customer shops (customer loyalty program). The award credits provide a material right to the customer. The transaction price allocated to the award credits is recognized as a contract liability when collected and will be recognized as revenue when the award credits are redeemed or have expired.
- (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) Room revenue is recognized when services are rendered to customers during the financial reporting periods. Customers pay the bills based on the agreed payment schedule.
-
(4) 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
225
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.
-
(5) 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 Group 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.
4.23 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 Group takes into account the economic impact of changes in climates and related governmental policies and regulations on significant accounting estimates and reviews the basic assumptions and estimation on an ongoing basis. If a change in accounting estimate affects only the current period, the effect is recognized in the current period. If a change in accounting estimate affects both current and future periods, the effects are recognized in both periods.
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:
226
-
A. The Group gains control over the goods from the other party before transferring goods to customers.
-
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.
-
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:
-
A. The Group has primary responsibilities for the goods or services it provides;
-
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).
-
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.
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.
227
(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 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.
228
6. DETAILS OF SIGNIFICANT ACCOUNTS
6.1 Cash and cash equivalents
| TAILS OF SIGNIFICANT ACCOUNTS Cash and cash equivalents |
||
|---|---|---|
| Item Cash on hand Checking account Demand deposits Cash equivalents Time deposits (with original maturities within three months) Short-term notes and bills (with original maturities within three months) Quintuple stimulus voucher and Kaohsiung voucher Total |
December 31 | |
| 2022 $15,389 872,640 6,108,263 1,400,433 240,212 - $8,636,937 |
2021 | |
| $12,285 1,120,200 5,871,748 169,380 - 35,916 |
||
| $7,209,529 |
-
1.The financial institutions dealing with the Group are credit worthy, and the Group’s transactions with a number of financial institutions to diversify credit risk 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 Mutual funds Domestic unlisted preferred stock Total Financial liabilities - current: Derivatives Forward exchange contracts Exchange interest rate swap contracts Total |
December 31 | December 31 |
|---|---|---|
| 2022 $80,459 - $80,459 $3,791 391 $4,182 |
2021 | |
$28,449 261,002 |
||
| $289,451 | ||
$ - - |
||
$ - |
-
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:
229
- (1) Forward exchange contracts: December 31, 2022:
| Currency USD(BUY) RMB(SELL) USD(BUY) RMB(SELL) |
Contract Period August 22, 2022 to August 24, 2023 September 9, 2022 to September 14, 2023 |
Execution Rate Contract Amount (in thousands) 6.748 USD 10,000 6.847 USD 5,000 |
|---|---|---|
December 31, 2021:None
- (2) Exchange interest rate swap contracts December 31, 2022:
| Currency USD(BUY) RMB(SELL) |
Contract period August 22, 2022 to August 24, 2023 |
Contract Amount (in thousands) USD 5,000 |
Interest rate paid 1% |
Charge interest range |
|---|---|---|---|---|
0% |
December 31, 2021:None
6.3 Notes receivable, net
| Item At amortized cost Notes receivable Less: Loss allowance Net |
December 31 2022 2021 $1,173,586 $441,374 (8) (50) $1,173,578 $441,324 |
|---|---|
| 2022 $1,173,586 (8) $1,173,578 |
-
1.As of December 31, 2022 and 2021, the Group pledged part 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 to the suppliers to pay the accounts payable and the endorsement was transferred to the bank for discounting. 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 and the bank 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, 2022 and 2021, the balances were RMB 171,895 thousand, and RMB 226,853 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, 2022 and 2021.
230
6.4 Accounts receivable, net
| Accounts receivable, net | |
|---|---|
| Item At amortized cost Accounts receivable Less: Loss allowance Net |
December 31 2022 2021 $1,817,962 $2,247,468 (4,009) (5,814) $1,813,953 $2,241,654 |
| 2022 $1,817,962 (4,009) $1,813,953 |
-
A. The Group’s accounts receivables of sales of goods. 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 based on encounter parties’ industry characteristics, operation scale and profit status.
-
B. For the information about the Group’s accounts receivable pledged as collateral, please refer to 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 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 provision matrix and reference to past account aging records of the debtor, an analysis of the debtor’s current financial position, industrial trend. 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 provision matrix (including related parties):
| December31,2022 Not past due December 31, 2021 Not past due |
Expected credit loss rate 0%-0.5% Expected credit loss rate 0%-0.5% |
Gross carrying amount $3,442,560 Gross carrying amount $2,861,473 |
Allowance for doubtful accounts (ECL) ($6,077) Allowance for doubtful accounts (ECL) ($6,709) |
Amortized cost |
|---|---|---|---|---|
| $3,436,483 | ||||
| Amortized cost |
||||
| $2,854,764 |
231
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: Reversal of Impairment Loss Less: Write-offs Impact of foreign exchange differences Ending balance |
Year Ended December 31 | |
| 2022 $6,709 - (722) - 90 $6,077 |
2021 | |
| $5,982 713 - (29) 43 |
||
| $6,709 |
As of December 31, 2022 and 2021, 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 $2,409,072 thousand, and $2,116,074 thousand, respectively.
Please refer to Note 12(2) for the relevant credit risk management and assessment.
6.5 Other receivables
| Other receivables | ||
|---|---|---|
| Item Business tax refundable Purchase allowance receivable Proceeds receivable arising from sale of funds Interest receivable Others Total Less: Loss allowance Net |
December 31 | |
| 2022 $98,001 24,193 - 7,888 12,254 $142,336 - $142,336 |
2021 | |
| $245,405 - 27,335 4,303 13,872 |
||
| $290,915 - |
||
| $290,915 |
6.6 Inventories and operating cost
| Inventories and operating cost | ||
|---|---|---|
| Item Steel Department and other Non-heavy Raw materials Supplies Work in progress Finished goods Process product By-products and scraps Subtotal Heavy Industry Department: Raw materials Supplies Subtotal Total |
December 31 | |
| 2022 $4,185,040 487,462 1,118,924 3,673,509 17,225 218,514 9,700,674 208,089 7,228 215,317 $9,915,991 |
2021 | |
$4,698,803 452,274 1,660,929 6,896,852 23,122 234,152 |
||
13,966,132 |
||
81,666 7,373 |
||
89,039 |
||
$14,055,171 |
232
1.Inventory gains (losses) recognized as cost 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 | Year Ended December 31 |
|---|---|---|
| 2022 $73,818,282 409,599 5,089 490,986 1,069 (38,823) (154,612) 188 $74,531,778 |
2021 | |
$77,889,315 580,918 17,111 303,697 552 37,906 312,692 3,309 |
||
$79,145,500 |
-
2.The Group recognized inventory valuation loss (recovery gain) of ($154,612) thousand and $312,692 thousand for the year ended December 31, 2022 and 2021, 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 for the year ended December 31, 2022 and 2021, respectively.
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 2022 2021 $2,139,187 $2,163,238 192,134 228,593 98,889 97,141 23,898 149,035 - 42,538 89,850 40,403 $2,543,688 $2,720,948 |
| 2022 $2,139,187 192,134 98,889 23,898 - 89,850 $2,543,688 |
-
1.Prepaid syndicated loan arrangement fee was paid to the lead bank of syndicated loan. In December 2021, the Group entered a syndicated loan agreement with 9 joint lending banks including Bank of China, The syndicated loan agreement was first actually drawn in January 2022 and the arrangement fee was recognized as deduction of long-term loans.
-
2.Please refer to Note 7.3.7. for prepayments with related parties
233
6.8 Other financial assets - current
| Item Time deposits within three months Pledged demand deposits Pledged time deposits Total |
December 31 2022 2021 $1,851,847 $96,861 493,423 423,168 184,410 611,488 $2,529,680 $1,131,517 |
|---|---|
6.9 Financial assets at fair value through other comprehensive income - noncurrent
| Item Equity instruments: Domestic listed stocks Domestic unlisted stocks Subtotal Valuation adjustment Total |
December 31 2022 2021 $45,000 $45,000 601,608 568,248 $646,608 $613,248 94,379 184,476 $740,987 $797,724 |
|---|---|
-
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.
-
For related credit risk management and means of assessing, please refer to Note 12(2).
-
As of December 31, 2022 and 2021, the Group had no financial assets at FVTOCI pledged as collateral.
6.10 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 |
|---|---|---|
| 2022 $3,977,292 1,079,042 4,376,491 4,559,176 2,120,792 $16,112,793 |
2021 | |
$3,786,382 1,239,912 4,414,127 4,500,934 2,052,199 |
||
$15,993,554 |
234
1. 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 |
|---|---|
| December 31,2022 December 31,2021 43.56% 43.56% 34.38% 34.38% 31.16% 31.16% 30.51% 30.51% |
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 Group’s major associates is as follows:
-
A. Balance Sheets
| The summarized financial information s as follows: A. Balance Sheets |
in respect of the Group’s major associates | in respect of the Group’s major associates |
|---|---|---|
| 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 |
Eliter International Corp. December 31,2022 December 31,2021 $6,904,181 $7,201,584 5,111,114 4,938,621 1,438,125 2,606,211 1,301,991 697,067 $9,275,179 $8,836,927 $4,039,926 $3,849,039 (62,634) (62,657) $3,977,292 $3,786,382 E-Da Development Corp. |
|
| December 31,2022 December 31,2021 $415,062 $477,649 7,615,363 7,831,811 1,268,260 879,467 3,602,817 3,802,219 $3,159,348 $3,627,774 $1,086,314 $1,247,378 (7,272) (7,466) $1,079,042 $1,239,912 TangengIron Works Co.,Ltd. December 31,2022 December 31,2021 $3,383,886 $6,013,103 23,281,565 23,420,763 2,510,042 3,929,425 10,109,287 11,337,528 $14,046,122 $14,166,913 |
December 31,2021 | |
| $477,649 7,831,811 879,467 3,802,219 |
||
| $3,627,774 | ||
| $1,247,378 (7,466) |
||
| $1,239,912 | ||
| December 31,2022 $3,383,886 23,281,565 2,510,042 10,109,287 $14,046,122 |
235
| 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 |
$4,376,491 - $4,376,491 Yieh United |
$4,414,127 - |
|---|---|---|
| $4,414,127 | ||
| Steel Corp. | ||
| December 31,2022 $11,412,844 33,044,982 16,696,478 12,394,087 $15,367,261 $4,688,362 (129,186) $4,559,176 |
December 31,2021 | |
| $13,210,694 33,496,778 22,226,992 9,492,536 |
||
| $14,987,944 | ||
| $4,573,141 (72,207) |
||
| $4,500,934 |
B.Statements of Comprehensive Income
| Statements 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 |
Eliter International Corp. | |
| 2022 2021 $211,191 $316,081 (138,492) (201,946) (23,256) 23,256 ($161,748) ($178,690) $- $- E-Da Development Corp. |
2021 | |
| $316,081 | ||
| (201,946) 23,256 |
||
| ($178,690) | ||
| $- | ||
| 2022 2021 607,090 $561,189 (416,509) (376,515) (51,917) 51,917 ($468,426) ($324,598) $- $- TangengIron Works Co.,Ltd. |
2021 | |
| $561,189 | ||
| (376,515) 51,917 |
||
| ($324,598) | ||
| $- | ||
| 2022 $14,021,337 (224,948) 104,158 ($120,790) $- |
2021 $16,813,060 1,586,251 30,654 $1,616,905 $- |
236
| Operating revenue Net income (loss) Other comprehensive income (loss) (net after tax) Total comprehensive income (loss) Dividends received from associate |
Yieh United Steel Corp. | Yieh United Steel Corp. |
|---|---|---|
| 2022 $44,439,777 (414,634) 798,680 $384,046 $- |
2021 | |
| $52,515,518 | ||
| 4,734,265 (257,373) |
||
| $4,476,892 | ||
| $- |
- (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 | |
| 2022 $86,485 (7,405) $79,080 |
2021 | |
| $56,331 13,794 |
||
| $70,125 |
- (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 | |
| 2022 | 2021 $6,970,672 3,898,645 $10,869,317 |
|
| $5,027,222 3,462,433 |
||
| $8,489,655 |
-
(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 45%, 43.56%, 34.38% and 30.51% of 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 of the Company 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.
237
-
(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.
-
(10)As of December 31, 2022 and 2021, the Group pledged part of its investments accounted for using equity method as collateral for its borrowings. Please refer to Note 8.
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 | |
| 2022 $6,035,452 17,482,024 41,153,023 10,978,501 537,554 $76,186,554 (30,077,317) (333,525) $45,775,712 |
2021 | |
| $6,008,209 17,399,842 40,705,311 10,555,826 447,564 |
||
| $75,116,752 (27,939,956) (332,783) |
||
| $46,844,013 |
| Cost Balance, January 1, 2022 Additions Transferred to expenses Disposals Transferred to Investment properties Transferred to Right-of-use asset Reclassification Impact of foreign exchange differences December 31, 2022 Accumulated depreciation andimpairment Balance, January 1, 2022 Depreciation Disposals Impact of foreign exchange differences December 31, 2022 |
Land | Buildings and structures |
Machinery | Otherequipment | Equipment to be inspected and construction in progress |
Total |
|---|---|---|---|---|---|---|
| $6,008,209 100,271 - - (73,028) - - - |
$17,399,842 44,479 - (6,870) - - 4,007 40,566 |
$40,705,311 65,486 - (77,622) - - 179,641 280,207 |
$10,555,826 418,981 - (215,319) - - 192,176 26,837 |
$447,564 500,447 (16,412) - - (18,949) (375,824) 728 |
$75,116,752 1,129,664 (16,412) (299,811) (73,028) (18,949) - 348,338 |
|
| $6,035,452 | $17,482,024 | $41,153,023 | $10,978,501 | $537,554 |
$76,186,554 | |
| $ - - - - |
$4,275,703 371,329 (6,050) 19,983 |
$21,405,217 1,236,451 (65,400) 83,724 |
$2,413,626 692,329 (214,023) 19,760 |
$178,193 - - - |
$28,272,739 2,300,109 (285,473) 123,467 |
|
| $ - | $4,660,965 |
$22,659,992 | $2,911,692 | $178,193 |
$30,410,842 |
238
| Cost | Land | Buildings and structures |
Machinery | Otherequipment | Equipment to be inspected and construction in progress |
Total |
|---|---|---|---|---|---|---|
| $6,008,209 - - - - - |
$8,485,254 257,975 - (111,829) 8,782,632 (14,190) |
$40,118,043 71,629 - (167,843) 779,915 (96,433) |
$3,230,583 641,115 - (158,977) 6,851,974 (8,869) |
$15,077,536 1,797,188 (9,641) (2,700) (16,414,521) (298) |
$72,919,625 2,767,907 (9,641) (441,349) - (119,790) |
|
| Balance, January 1, 2021 Additions Transferred to expenses Disposals Reclassification Impact of foreign exchange differences Balance, December 31, 2021 Accumulated depreciation andimpairment |
||||||
| $6,008,209 | $17,399,842 | $40,705,311 | $10,555,826 | $447,564 | $75,116,752 | |
| $ - - - - |
$4,020,095 323,957 (63,981) (4,368) |
$20,384,550 1,200,663 (151,812) (28,184) |
$2,114,707 462,332 (157,283) (6,130) |
$178,193 - - - |
$26,697,545 1,986,952 (373,076) (38,682) |
|
| Balance, January 1, 2021 Depreciation Disposals Impact of foreign exchange differences Balance, December 31, 2021 |
||||||
| $ - | $4,275,703 | $21,405,217 | $2,413,626 | $178,193 | $28,272,739 |
- 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 2022 2021 $1,129,664 $2,767,907 413,136 1,595 $1,542,800 $2,769,502 |
|---|---|
| 2022 $1,129,664 413,136 $1,542,800 |
-
2.Please refer to Note 6.35 for details of the amount of capitalized borrowing costs.
-
3.Impairment losses for property, plant and equipment recognized for 2022 and 2021 were both $0 thousand.
-
4.For the years ended December 31, 2022 and 2021, the Group performed an assessment on the property, plant and equipment that indicated impairment. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. The Group recorded an impairment loss which amounted to $333,525 thousand and $332,783 thousand, respectively.
-
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 2022 and 2021 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.
239
6.12 Lease Agreement
A. Right-of-use asset
| Item | December 31 | December 31 | December 31 | ||||
|---|---|---|---|---|---|---|---|
| 2022 $508,366 41,580 $549,946 (60,178) - $489,768 Building |
2021 | ||||||
| Land | $504,457 36,842 |
||||||
| $541,299 (44,174) - |
|||||||
| $497,125 | |||||||
| Total | |||||||
| $36,842 705 - - 4,033 |
$541,299 3,088 18,949 (20,900) 7,510 |
||||||
| $41,580 | $549,946 |
||||||
| $16,200 6,115 - 1,971 |
$44,174 17,188 (3,330) 2,216 |
||||||
| $24,286 | $60,178 |
||||||
| Building | Total | ||||||
| $37,907 - (1,065) |
$524,509 19,049 (2,259) |
||||||
| $36,842 | $541,299 | ||||||
| $11,004 5,568 (372) |
$28,511 16,090 (427) |
||||||
| $16,200 | $44,174 |
B. Lease liabilities
| . Lease liabilities | ||
|---|---|---|
| Item Carrying amount of lease liabilities - current - noncurrent |
December 31 | |
| 2022 $9,674 $60,060 |
2021 | |
$13,713 |
||
$78,393 |
240
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 30 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, 2022 and 2021.
-
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 2022 2021 $24,567 $19,647 $34,504 $27,740 |
|---|---|
| 2022 $24,567 $34,504 |
(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.
6.13 Investment properties
| Item Land Less: Accumulated depreciation Accumulated impairment Total |
December 31 2022 2021 $197,966 $124,968 - - (68,009) (68,009) $129,987 $56,959 |
|---|---|
| 2022 $197,966 - (68,009) $129,987 |
- Investment properties and accumulated depreciation and impairment c hanges are as follows
| lows | |||
|---|---|---|---|
| Cost Balance, January 1, 2022 Property, plant and equipment transferred in Balance, December 31, 2022 Accumulated depreciation and impairment Balance, January 1, 2022 Depreciation Balance, December 31, 2022 Cost Balance, January 1, 2021 Disposals Impact of foreign exchange differences Balance, December 31, 2021 |
Land | Buildings | Total |
| $124,968 73,028 |
$ - - |
$124,968 73,028 |
|
| $197,996 | $- |
$197,996 |
|
| $68,009 - |
$ - - |
$68,009 - |
|
| $68,009 | $- |
$68,009 |
|
| Land $124,968 - - $124,968 |
Buildings $47,006 (46,755) (251) $- |
Total | |
| $171,974 (46,755) (251) |
|||
| $124,968 |
241
| Accumulated depreciation and impairment | $68,009 - - - |
$2,382 210 (2,579) (13) $- |
$70,391 210 (2,579) (13) |
|---|---|---|---|
| Balance, January 1, 2021 Depreciation Disposals Impact of foreign exchange differences Balance, December 31, 2021 |
|||
| $68,009 | $68,009 |
- 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 |
|---|---|---|
| 2022 $ - $- $156 |
2021 | |
$ - |
||
| $- | ||
| $493 |
-
3.As of December 31, 2022 and 2021, the fair values of investment properties held by the Group were $546,480 thousand and $119,492 thousand, respectively, which were based on evaluation appraised by independent appraisers as of December 2021. 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.
-
The Group’s land amounting to both $8,987 thousand as of December 31, 2022 and 2021 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.
6.14 Intangible assets
| Intangible assets | ||
|---|---|---|
| Item Mineral right Trademarks Others Total cost Less: Accumulated amortization Accumulated impairment Net |
December 31 | |
| 2022 $464,202 8,207 52,769 $525,178 (211,068) - $314,110 |
2021 | |
| $464,202 8,207 46,878 |
||
| $519,287 (160,036) - |
||
| $359,251 |
242
| Cost Balance, January 1, 2021 Additions Balance, December 31,2021 Accumulated amortization and impairment Balance, January 1, 2021 Amortization Balance, December 31, 2021 Cost Balance, January 1, 2022 Additions Balance, December 31,2022 Accumulated amortization and impairment Balance, January 1, 2022 Amortization Balance, December 31, 2022 |
Mineral right $464,202 - $464,202 $115,350 38,450 $153,800 Mineral right $464,202 - $464,202 $153,800 38,450 $192,250 |
Trademarks $8,207 - $8,207 $ - 308 $308 Trademarks $8,207 - $8,207 $308 410 $718 |
Others | Total |
|---|---|---|---|---|
| $46,878 5,891 |
$519,287 5,891 |
|||
$52,769 |
$525,178 | |||
$5,928 12,172 |
$160,036 51,032 |
|||
$18,100 |
$211,068 |
|||
| Others | Total | |||
| $17,406 29,472 |
$489,815 29,472 |
|||
| $46,878 | $519,287 | |||
| $118 5,810 |
$115,468 44,568 |
|||
| $5,928 | $160,036 |
6.15 Other non-current assets
| Other non-current assets | ||
|---|---|---|
| Item Intangible exploration and evaluation assets Other Total Less: Accumulated impairment Net |
December 31 | |
| 2022 $12,497 3,411 15,908 (12,497) $3,411 |
2021 | |
| $12,412 6,821 |
||
| 19,233 (12,412) |
||
| $6,821 |
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. However, due to external environmental factors, the construction progress of the smelter was delayed, and the mineral resources have been unable to be exploited and used, after evaluating the recoverable value in the future. The Group recorded an impairment loss which amounted to $85 thousand and $12,412 thousand for the year ended December 31, 2022 and 2021, respectively.
243
6.16 Refundable deposits
| Item Performance deposits Deposits Deposit for dumping margins Others Total |
December 31 |
|---|---|
| 2022 2021 $92,274 $662 32,416 33,194 2,333 2,098 22,648 23,880 $149,671 $59,834 |
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. If the provisional tax rate paid was higher than the final survey result. The difference between the tax rate paid and the final survey result is presented as “refundable deposit”, otherwise, presented as “other payables”.
6.17 Short-term Loans
| Type of Loan Credit loans Credit for material purchase Mortgage loans Total |
December 31,2022 |
|---|---|
| Amount Interest Rate $8,930,121 1.56%~6.96% 4,388,050 1.91%~3.13% 272,000 2.70%~3.15% $13,590,171 |
| Type of Loan Credit loans Credit for material purchase Mortgage loans Total |
December | 31,2021 |
|---|---|---|
| Amount | Interest Rate 1.39%~5.25% 1.12%~2.55% 1.81%~2.83% |
|
| $6,667,992 6,647,476 590,000 |
||
| $13,905,468 |
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.
6.18 Short-term notes and bills payable
| Item Commercial paper payable Less: Unamortized discount Net Interest Rate Range |
December 31 2022 2021 $1,705,000 $1,358,900 (3,299) (2,674) $1,701,701 $1,356,226 1.86%-3.30% 1.69%-2.74% |
|---|---|
| 2022 $1,705,000 (3,299) $1,701,701 1.86%-3.30% |
244
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.
6.19 Other Payables
| Other Payables | ||
|---|---|---|
| December 31 | ||
| Item | 2022 | 2021 |
| Compensations payable | $762,728 | $764,824 |
| Equipment payable | 76,632 | 489,768 |
| Export and transportation expenses | 100,527 | 170,894 |
| Tax payable | 251,304 | 140,886 |
| Utility expense payable | 64,013 | 66,318 |
| Dumping margins payable | 72,744 | 62,154 |
| Business tax payable | 92,332 | 57,302 |
| Interest payable | 77,615 | 55,075 |
| Consumables payable | 15,036 | 27,942 |
| Cash dividends payable - from previous period |
22,879 | 22,980 |
| Repairing charges payable | 22,296 | 22,713 |
| Compensation and remuneration payable to employees and directors - current period |
3,378 | 18,955 |
| Others | 326,443 | 474,121 |
| Total | $1,887,927 | $2,373,932 |
1.Please refer to Note 7.3.6. for related party transactions.
2.Please refer to Note 6.16 for dumping margins payable.
6.20 Provisions - current
| Provisions - current | ||
|---|---|---|
| Item Employee benefits Warranty Onerous contract Derecognized liabilities Total |
December 31 | |
| 2022 $96,406 2,931 2,352 - $101,689 |
2021 | |
| $90,693 3,171 41,175 - |
||
| $135,039 |
| Item January 1, 2022 Recognized in current period Write-off in current period December 31, 2022 |
Employee benefits $90,693 96,406 (90,693) $96,406 |
Warranty $3,171 2,931 (3,171) $2,931 |
Onerous contract $41,175 2,352 (41,175) $2,352 |
Derecognized liabilities $ - - - $ - |
Total |
|---|---|---|---|---|---|
| $135,039 101,689 (135,039) |
|||||
| $101,689 |
245
| Item January 1, 2021 Recognized in current period Write-off in current period December 31, 2021 |
Employee benefits $83,394 90,693 (83,394) $90,693 |
Warranty $3,469 3,171 (3,469) $3,171 |
Onerous contract $3,269 41,175 (3,269) $41,175 |
Derecognized liabilities $3,670 - (3,670) $ - |
Total |
|---|---|---|---|---|---|
| $93,802 135,039 (93,802) |
|||||
| $135,039 |
-
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 contract is the unavoidable costs of irrevocable purchase contract which exceeds the economic benefits expected to be received and the expected loss of construction contract.
6.21 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 |
|---|---|---|
| 2022 $9,340,000 28,105,434 $37,445,434 371,540 976,503 - $38,793,477 (116,189) (4,212,832) $34,464,456 1.62%-6.85% |
2021 $8,900,000 26,693,011 $35,593,011 489,920 689,078 9,944 $36,781,953 (109,531) (4,645,390) $32,027,032 1.15%-5.38% |
-
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 2022, it needed to pay to the managing bank a compensation at 0.125% of the loan balance within agreed time, or was subject to 0.15% incremental on its interest rate. However, this is not seen as a breach of contract.
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6.22 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:
| Item Deferred revenue from government grants: Subsidy for engineering construction Less: Accumulated revenue recognized Ending balance |
December 31 | December 31 |
|---|---|---|
| 2022 $50,576 (26,298) $24,278 |
2021 | |
| $49,797 (23,901) |
||
$25,896 |
6.23 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 $173,535 thousand and $147,182 thousand for the year ended December 31, 2022 and 2021, 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 6% ~ 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
| defined benefit plans are as | ||
|---|---|---|
| Item Present value of defined benefit obligations Fair value of planned assets Net defined benefit liability |
December 31 | |
| 2022 $1,575,685 (1,260,572) $315,113 |
2021 | |
| $1,660,851 (1,184,630) |
||
| $476,221 |
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| Recorded as: Net defined benefit assets - Noncurrent Net defined benefit liability - Noncurrent Total |
($18,747) 333,860 $315,113 |
($1,220) 477,441 |
|---|---|---|
| $476,221 |
(3) Movements in net defined benefit liability are as follows:
| 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 Actuarial (gains) losses - 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 Interest expense (income) Recognized in profit and loss Remeasurement Return on plan asset Actuarial (gains) losses - Effect of change in demographic assumptions Effect of change in financial assumptions Experience adjustment Recognized in other comprehensive income |
Year Ended December 31,2022 | Year Ended December 31,2022 | Year Ended December 31,2022 |
|---|---|---|---|
| Present value of defined benefit obligations Fair value of planned assets Net defined benefit liability $1,660,851 ($1,184,630) $476,221 2,976 - 2,976 1,737 - 1,737 11,352 (8,209) 3,143 16,065 (8,209) 7,856 - (92,114) (92,114) (69,746) - (69,746) 62,209 - 62,209 (7,537) (92,114) (99,651) - (67,100) (67,100) (93,694) 91,481 (2,213) $1,575,685 ($1,260,572) $315,113 Year Ended December 31,2021 |
Net defined benefit liability |
||
| $476,221 2,976 1,737 3,143 |
|||
| 7,856 | |||
(92,114) (69,746) 62,209 |
|||
(99,651) |
|||
(67,100) (2,213) |
|||
| $315,113 | |||
| Present value of defined benefit obligations $1,603,957 4,461 4,902 9,363 - 2,798 (56,896) 169,107 115,009 |
Fair value of planned assets ($1,174,998) - (3,686) (3,686) (17,586) - - - (17,586) |
Net defined benefitliability |
|
| $428,959 4,461 1,216 |
|||
| 5,677 | |||
| (17,586) 2,798 (56,896) 169,107 |
|||
| 97,423 |
248
| Pension fund contribution Paid pension Balance as of December 31 |
- (67,478) $1,660,851 |
(55,838) 67,478 ($1,184,630) |
(55,838) - |
|---|---|---|---|
| $476,221 |
-
(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 31,2022 1.25% 2.00% 7-8 years |
December 31,2021 0.65%-0.70% 2.00% 7.7-8 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 | |
| 2022 ($30,516) $31,432 $32,081 ($31,209) |
2021 | |
| ($34,952) | ||
| $36,070 | ||
| $36,625 | ||
| ($35,569) |
The sensitivity analysis presented above may not be representative of the
249
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 $62,969 thousand to the pension plans for the year ended December 31, 2023.
6.24 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 Capitalization of earnings December 31 Item January 1 Capital increase in cash December 31 |
Year Ended December 31,2022 Shares (thousand shares) Amount 1,890,569 $18,905,695 94,529 945,285 1,985,098 $19,850,980 Year Ended December 31,2021 |
Year Ended December 31,2022 Shares (thousand shares) Amount 1,890,569 $18,905,695 94,529 945,285 1,985,098 $19,850,980 Year Ended December 31,2021 |
|---|---|---|
| Shares (thousand shares) 1,890,569 - 1,890,569 |
Amount | |
| $18,905,695 - |
||
| $18,905,695 |
-
2.As of December 31, 2022, the Company had an authorized capital of $30,000,000 thousand with 3,000,000 thousand shares.
-
3.The Company’s shareholders’ meeting held on June 23, 2022 resolved to capitalize earnings of $945,285 thousand. The plan was approved by FSC on July 15, 2022 and 94,529 thousand shares of common share at the par value of $10 were issued. The record date for capital increase was set on September 5, 2022.
6.25 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 |
|---|---|---|
| 2022 $4,060,366 600,112 218,574 8,665 39,585 $4,927,302 |
2021 | |
$4,060,366 600,112 218,574 8,665 41,132 |
||
$4,928,849 |
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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.
6.26 Retained Earnings
-
1.The industry the Company is engaged in is in a mature stage of its life cycle. The dividend policy is in support of the current and future development plans, taking into consideration the investment environment, capital requirements, domestic and international competition, and the interests of the shareholders. An amount not less than 20% of the distributable earnings is appropriated annually as the shareholder dividend and bonus. However, the accumulated distributable earnings that are less than 20% of the paid-in capital may not be distributed.
-
The Company’s final accounts of each year, after paying tax and making up prior losses and the net of the 10% legal reserve, and with the special reserve appropriated or reserved according to the operational needs or ordinances, plus the cumulative total unallocated surplus are available for distribution. when the board of the directors decides to distribute retained earnings, if it is to be done by issuing new shares, it has to be approved by the stockholders’ meeting.
-
When the company has to allocate special reserve by law, for the cumulative amount of net increase in fair value and the cumulative net amounts of other deductions from equity, before distributing earnings, the company has to allocate an amount of special reserve equal to the amount allocated to undistributed earnings for the preceding period. If there remains any insufficiency, allocate it from the amount of the after-tax net profit for the period, plus items other than after-tax net profit for the period, that are included in the undistributed earnings of the period.
-
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 |
|---|---|---|
| 2022 $457,289 327,758 $785,047 |
2021 | |
| $378,835 327,758 |
||
| $706,593 |
- (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.
251
-
(2) On March 9, 2022, the Board of Directors of the Company proposed to amend the Articles of Incorporation of the Company to expressly stipulate that when the special surplus reserve is set aside to the net debit balance of other equity items accumulated in the previous period, if the undistributed earnings in the previous period is insufficient, the net income after tax for the current period plus item other than the net income after tax will be set aside in the undistributed earnings for the current period. Prior to the amendment, the Company shall set aside earning in accordance with the provisions of Order No. 1010012865 of the Financial Management Certificate and Order no. 1030006415 of the Financial Management Certificate.
-
The Company’s appropriation of earnings for 2021 and 2020 had been proposed by the shareholders’ meeting on June 2022 and August 2021. Details were summarized below:
| Earnings appropriation proposal Dividends per share (NTD) Item 2021 2020 2021 2020 Legal reserve $511,379 $16,374 special reserve 78,454 147,361 Common cash dividends 945,285 - 0.5 - Common stock dividends 945,285 - 0.5 - Total $2,480,403 $163,735 5.As of March 9, 2023, neither dividends nor the earnings appropriation proposal was approved by the Board of Directors of the Company. 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. 6.27 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, 2022 ($1,426,033) $386,525 $6,546 ($1,032,962) Exchange differences on translation of foreign financial statements 154,580 - - 154,580 Unrealized gain (loss) on financial assets at fair value through other comprehensive income - (89,571) - (89,571) Share of associates and joint ventures accounted for using equity method 307,306 (166,129) 4,407 145,584 Balance, December 31, 2022 ($964,147) $130,825 $10,953 ($822,369) |
Earnings appropriation proposal Dividends per share (NTD) Item 2021 2020 2021 2020 Legal reserve $511,379 $16,374 special reserve 78,454 147,361 Common cash dividends 945,285 - 0.5 - Common stock dividends 945,285 - 0.5 - Total $2,480,403 $163,735 5.As of March 9, 2023, neither dividends nor the earnings appropriation proposal was approved by the Board of Directors of the Company. 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. 6.27 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, 2022 ($1,426,033) $386,525 $6,546 ($1,032,962) Exchange differences on translation of foreign financial statements 154,580 - - 154,580 Unrealized gain (loss) on financial assets at fair value through other comprehensive income - (89,571) - (89,571) Share of associates and joint ventures accounted for using equity method 307,306 (166,129) 4,407 145,584 Balance, December 31, 2022 ($964,147) $130,825 $10,953 ($822,369) |
Earnings appropriation proposal Dividends per share (NTD) Item 2021 2020 2021 2020 Legal reserve $511,379 $16,374 special reserve 78,454 147,361 Common cash dividends 945,285 - 0.5 - Common stock dividends 945,285 - 0.5 - Total $2,480,403 $163,735 5.As of March 9, 2023, neither dividends nor the earnings appropriation proposal was approved by the Board of Directors of the Company. 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. 6.27 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, 2022 ($1,426,033) $386,525 $6,546 ($1,032,962) Exchange differences on translation of foreign financial statements 154,580 - - 154,580 Unrealized gain (loss) on financial assets at fair value through other comprehensive income - (89,571) - (89,571) Share of associates and joint ventures accounted for using equity method 307,306 (166,129) 4,407 145,584 Balance, December 31, 2022 ($964,147) $130,825 $10,953 ($822,369) |
Earnings appropriation proposal Dividends per share (NTD) Item 2021 2020 2021 2020 Legal reserve $511,379 $16,374 special reserve 78,454 147,361 Common cash dividends 945,285 - 0.5 - Common stock dividends 945,285 - 0.5 - Total $2,480,403 $163,735 5.As of March 9, 2023, neither dividends nor the earnings appropriation proposal was approved by the Board of Directors of the Company. 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. 6.27 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, 2022 ($1,426,033) $386,525 $6,546 ($1,032,962) Exchange differences on translation of foreign financial statements 154,580 - - 154,580 Unrealized gain (loss) on financial assets at fair value through other comprehensive income - (89,571) - (89,571) Share of associates and joint ventures accounted for using equity method 307,306 (166,129) 4,407 145,584 Balance, December 31, 2022 ($964,147) $130,825 $10,953 ($822,369) |
Dividends per share (NTD) |
Dividends per share (NTD) |
|---|---|---|---|---|---|
| Balance, January 1, 2022 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, 2022 |
($1,426,033) 154,580 - 307,306 |
$386,525 - (89,571) (166,129) |
$6,546 - - 4,407 |
($1,032,962) 154,580 (89,571) 145,584 |
|
| ($964,147) | $130,825 | $10,953 | ($822,369) |
252
| 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, 2021 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 Balance, December 31, 2021 |
($1,187,536) (156,617) - (81,880) - |
$226,643 - 93,030 68,277 (1,425) |
$6,384 - - 162 - |
($954,509) (156,617) 93,030 (13,441) (1,425) |
| ($1,426,033) | $386,525 | $6,546 | ($1,032,962) |
6.28 Treasury stock
- 1.Purpose of treasury stock and changes in quantity:
Unit: Thousand Shares
| Year EndedDecember31,2022 | Year EndedDecember31,2022 | December31 9,233 |
|
|---|---|---|---|
| January1 - |
Addition 9,233 |
Reduction - |
Year Ended December 31, 2021:None
-
2.In order to protect the Group’s credit and shareholders’ equity, the Board of Directors resolved on October 17, 2022 to repurchase 30,000 thousand shares from October 18 to December 17, 2022. The number of shares repurchased by the Group as of December 17, 2022 was 9,233 thousand shares, with the amount of $133,898 thousand.
-
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 Group’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.
253
6.29 Non-controlling Interest
| Item Beginning balance Share attributable to non-controlling interest: Net income (loss) for the current year Other comprehensive income (loss) 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 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 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 - sell Decrease in non-controlling interest - capital reduction Decrease in non-controlling interest - cash dividends Increase (decrease) in non-controlling interests Ending balance |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2022 $1,391,237 (287,402) 5,820 6,414 (527) 867 5,689 (2,390) 83 (12) 86,544 (1) - (8,716) 11,629 $1,209,235 |
2021 | |
| $1,361,903 17,615 (4,251) (1,259) 132 (14) (1,454) 2,193 3 6 10,000 (1) (3,541) - 9,905 |
||
| $1,391,237 |
6.30 Operating Revenue
| Operating Revenue | |
|---|---|
| Item Revenue from contracts with customers Sales revenue Construction revenue Other operating revenue(Note) Realized (unrealized) profits from sales Total sales revenue from contracts with customers Less: Sales return Sales discount Net operating revenue |
Year Ended December 31 2022 2021 $83,272,287 $89,468,302 488,014 636,880 5,512 18,862 217 217 $83,766,030 $90,124,261 (29,277) (27,696) (60,890) (49,912) $83,675,863 $90,046,653 |
| 2022 $83,272,287 488,014 5,512 217 $83,766,030 (29,277) (60,890) $83,675,863 |
(Note)The Group recognizes other operating income on a net basis as an agent for the commissioned sales of goods to the European Union. Please refer to Note 7(3)2. 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:
254
(1) Segmented by revenue from different types of goods and services: 2022:
| 2022: | ||||||
|---|---|---|---|---|---|---|
| External customer | Steel coils and steelpipes |
Wirerods $6,399,935 $6,399,935 - $6,399,935 Wirerods $6,541,505 $6,541,505 - $6,541,505 |
Construction revenue $488,231 $ - 488,231 $488,231 Construction revenue $637,097 $ - 637,097 $637,097 |
Others $4,794,499 $4,794,499 - $4,794,499 |
Total | |
| $71,993,198 | $83,675,863 | |||||
| Contract revenue Timingof revenue recognition |
||||||
| $71,993,198 - |
$83,187,632 488,231 |
|||||
| Revenue recognized at a specific timing Revenue recognized over time Total 2021: External customer |
||||||
| $71,993,198 | $83,675,863 | |||||
| Steel coils and steelpipes |
Others | Total $90,046,653 $89,409,556 637,097 $90,046,653 |
||||
| $79,093,010 | $3,775,041 | |||||
| Contract revenue Timingof revenue recognition |
||||||
| $79,093,010 - |
$3,775,041 - |
|||||
| Revenue recognized at a specific timing Revenue recognized over time Total |
||||||
| $79,093,010 | $3,775,041 |
-
(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 | |
| 2022 $3,436,483 $288,809 $1,207,313 130,148 $1,337,461 |
2021 | |
| $2,854,764 | ||
| $117,272 | ||
| $2,913,934 148,466 |
||
| $3,062,400 |
(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 | |
| 2022 0%-0.5% $289,860 (1,051) $288,809 |
2021 | |
| 0%-0.5% | ||
| $117,677 (405) |
||
| $117,272 |
255
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 | |
| 2022 $405 646 $1,051 |
2021 | |
| $1,135 (730) |
||
| $405 |
-
(3) Amount from previous period’s satisfied performance obligations and beginning contract liabilities recognized in the current period as income were $2,913,934 thousand and $2,035,162 thousand for the years ended December 31, 2022 and 2021, respectively.
-
(4) As of December 31, 2022 and 2021, the transaction prices allocated to the performance obligations that were not fully satisfied amounted to $1,113,980 thousand and $554,795 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 2024.
6.31 Employee benefits, depreciation and amortization expense
| Nature Employee benefits Salary Insurance Pension (Note 1) Other employee benefits Depreciation Amortization Total |
Year Ended December 31,2022 | Year Ended December 31,2022 | Year Ended December 31,2022 |
|---|---|---|---|
| OperatingCost $2,145,811 210,661 133,970 418,358 1,605,769 - $4,514,569 |
OperatingExpense $1,028,981 98,084 47,196 120,958 711,458 51,032 $2,057,709 |
Total | |
$3,174,792 308,745 181,166 539,316 2,317,227 51,032 |
|||
$6,572,278 |
| Nature Employee benefits Salary Insurance Pension (Note 2) Other employee benefits Depreciation (Note 2) Amortization Total |
Year Ended December 31,2021 | Year Ended December 31,2021 | Year Ended December 31,2021 |
|---|---|---|---|
| OperatingCost $1,898,394 179,600 110,333 409,959 1,587,187 - $4,185,473 |
OperatingExpense $979,611 85,677 42,507 121,844 410,532 44,568 $1,684,739 |
Total | |
| $2,878,005 265,277 152,840 531,803 1,997,719 44,568 |
|||
| $5,870,212 |
(Note1)Excluding pension of $225 thousand (Note2)Excluding pension of $19 thousand and depreciation of $5,533 thousand under equipment prepayments.
256
-
1.According to Articles of Incorporation, compensation to employees and remuneration to directors shall neither be less than 0.2 % nor more 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 2022 and 2021 was distributed at 0.2% and 0.1% of the net income before tax. 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.
-
Compensation to employees and remuneration to directors for the years ended December 31, 2022 and 2021 has been resolved and approved by the Board of Directors in March 2023 and 2022. 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 |
|---|---|---|---|
| 2022 Employees’ Compensation Directors’ Remuneration $2,252 $563 2,252 1,126 $ - ($563) |
2021 | ||
| Employees’ Compensation $2,252 2,252 $ - |
Employees’ Compensation $12,637 12,637 $ - |
Directors’ Remuneration |
|
| $3,159 6,318 |
|||
| ($3,159) |
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.
6.32 Interest Income
| Interest Income | ||
|---|---|---|
| Item Bank deposits Refundable deposits Others Total |
Year Ended December 31 | |
| 2022 $68,507 - 49 $68,556 |
2021 | |
| $17,986 15,933 207 |
||
| $34,126 |
6.33 Other Income
| Other Income | |
|---|---|
| Item Rental income Dividend income Other income Income from subsidy Insurance claims income Income from sales of scraps Others Subtotal Total |
Year Ended December 31 2022 2021 $8,583 $29,011 6,761 21,891 21,516 57,226 134,194 6,398 81,359 73,550 55,950 31,449 293,019 168,623 $308,363 $219,525 |
| 2022 $8,583 6,761 21,516 134,194 81,359 55,950 293,019 $308,363 |
257
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 March to April 2022, July 2020, January 2020, and January 2019, the Group has obtained $125,155 thousand,$124,554 thousand, $166,606 thousand, and $150,000 thousand in insurance claim. After offsetting the insurance claim receivable, $125,155 thousand, $124,554 thousand, $166,606 thousand, and $71,952 thousand are recorded as “other income”.
6.34 Other gains and losses
| Item Gain (loss) on disposal of investments under equity method Valuation gain (loss) on financial assets mandatorily measured at FVTPL Net foreign exchange gain (loss) Impairment loss recognized on exploration and evaluation assets 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 | Year Ended December 31 |
|---|---|---|
| 2022 $241 (4,108) 451,927 (85) (11,103) - - (4,872) (8,535) $423,465 |
2021 | |
| $ - (5,510) 191,162 (12,412) (9,096) 10,146 539,330 (60,982) (9,411) |
||
| $643,227 |
1.For information on dumping margins, please refer to Note 6.16.
6.35 Finance Costs
| Item Interest expense: Interest on loans Interest on lease liabilities Subtotal Less: Amount qualified for capitalization Finance costs |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2022 $1,782,395 1,549 1,783,944 (93,536) $1,690,408 |
2021 | |
$1,453,016 1,091 |
||
1,454,107 (90,903) |
||
$1,363,204 |
258
6.36 Income Tax
1.Income tax expense
- (1) Components of income tax expense
| ome Tax ncome 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 refund 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 2022 2021 $575,927 $952,740 2,437 (903) 126,651 287 (6,120) - 30,687 8,905 (208,822) 134,866 $520,760 $1,095,895 |
|
| 2021 | ||
| $952,740 (903) 287 - 8,905 134,866 |
||
| $1,095,895 |
- (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 |
|---|---|---|
| 2022 $19,930 47,736 $67,666 |
2021 | |
| ($19,485) (13,473) |
||
| ($32,958) |
- 2.Reconciliation of income before income tax and income tax expense recognized 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 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 refund on repatriation of offshore funds Land value increment tax Net changes of deferred income tax Income tax expense (benefit) recognized in profit or loss |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2022 $1,042,865 $189,545 74,329 (34,842) (101,715) (3,453) - (12,291) - 20,993 443,361 2,437 126,651 (6,120) 30,687 (208,822) $520,760 |
2021 $6,316,348 $1,296,017 (349,841) 64,610 93,552 (31,729) (107,857) (448) (8,170) (6,157) 2,763 (903) 287 - 8,905 134,866 $1,095,895 |
259
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.
- 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 Others Loss carryforwards Subtotal Deferred income tax liabilities Temporary differences Unrealized exchange gains Financial statements translation differences of foreign operations Investment income (loss) recognized under equity method Net defined benefit assets Others Subtotal Total |
Year EndedDecember31, | Year EndedDecember31, | 2022 | ||
|---|---|---|---|---|---|
| Beginning balance $62,278 218,232 104,614 5,000 43,408 104,068 48,045 95,487 59,493 256,401 $997,026 ($4,881) - (135,431) (243) (246) ($140,801) $856,225 |
Recognized in profit or loss $112,557 - (34,664) - - (103,200) (4,987) (12,343) (6,990) 141,513 $91,886 $2,705 - 114,982 51 (802) $116,936 $208,822 |
Recognized in other comprehensive income $ - (44,723) - - - - - (16,373) - - ($61,096) $ - (2,013) - (3,557) - ($5,570) ($66,666) |
Effect of Exchange Rate Changes 766 - 700 - - - - - - - $1,466 $ - - - - 3 $3 $1,469 |
Ending balance |
|
| $175,601 173,509 70,650 5,000 43,408 868 43,058 66,771 52,503 397,914 |
|||||
| $1,029,282 | |||||
| ($2,176) (2,013) (20,449) (3,749) (1,045) |
|||||
| ($29,432) | |||||
| $999,850 |
260
| 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 Others Loss carryforwards Subtotal Deferred income tax liabilities Temporary differences Unrealized exchange gains Investment income (loss) recognized under equity method Net defined benefit assets Others Subtotal Total |
Year EndedDecember31, | Year EndedDecember31, | 2021 | ||
|---|---|---|---|---|---|
| Beginning balance $343,618 204,759 35,702 5,000 43,408 11,257 53,694 87,947 52,520 122,897 $960,802 ($50) - (2,155) - ($2,205) $958,597 |
Recognized in profitor loss ($281,077) - 69,090 - - 92,811 (5,649) (9,506) 6,996 133,504 $6,169 ($4,831) (135,431) (527) (246) ($141,035) ($134,866) |
Recognized in other comprehensive income $ - 13,473 - - - - - 17,046 - - $30,519 $ - - 2,439 - $2,439 $32,958 |
Effect of Exchange Rate Changes ($263) - (178) - - - - - (23) - ($464) $ - - - - $ - ($464) |
Ending balance |
|
| $62,278 218,232 104,614 5,000 43,408 104,068 48,045 95,487 59,493 256,401 |
|||||
| $997,026 | |||||
| ($4,881) (135,431) (243) (246) |
|||||
| ($140,801) | |||||
| $856,225 |
4.Items not recognized as deferred income tax assets:
| Item Investment loss recognized under equity method Loss carryforwards Others Total |
December 31 | December 31 |
|---|---|---|
| 2022 $1,162,490 1,138,386 143,795 $2,444,671 |
2021 | |
| $937,750 1,060,551 234,278 |
||
$2,232,579 |
- 5.The Company’s income tax returns through 2020 have been ratified by the tax authorities.
261
6.37 Other Comprehensive Income
| 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 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 |
Year Ended December | 31, 2022 | |
| Before tax Income tax expense (benefit) $99,651 ($19,930) (90,098) - 79,508 - (168,519) - (79,458) (19,930) 193,797 (32,803) 326,928 (13,933) 4,490 - 525,215 (46,736) $445,757 ($66,666) Year Ended December |
Aftertax | ||
| $79,721 (90,098) 79,508 (168,519) |
|||
| (99,388) | |||
| 160,994 312,995 4,490 |
|||
| 478,479 | |||
| $379,091 | |||
| 31,2021 | |||
| Before tax ($97,423) 93,162 (10,390) 70,470 55,819 |
Income tax expense (benefit) $19,485 - - - 19,485 |
After tax | |
| ($77,938) 93,162 (10,390) 70,470 |
|||
| 75,304 |
262
| 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 |
(167,727) (86,956) 165 (254,518) ($198,699) |
9,851 3,622 - 13,473 $32,958 |
(157,876) (83,334) 165 |
|---|---|---|---|
| (241,045) | |||
| ($165,741) |
6.38 Earnings (loss) Per Share
| Earnings (loss) Per Share | ||
|---|---|---|
| Item A.Basic earnings (loss) per share Net income (loss) attributable to shareholders of parent company Weighted average number of outstanding shares (thousand shares) Weighted average number of shares outstanding after retrospective adjustment (thousand shares) Basic earnings (loss) per share (after tax) (NT$) 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 | |
| 2022 $809,507 1,983,205 1,983,205 $0.41 $809,507 1,983,205 241 1,983,446 $0.41 |
2021 | |
| $5,202,838 1,890,569 1,985,098 |
||
| $2.62 | ||
| $5,202,838 | ||
| 1,985,098 508 |
||
| 1,985,606 | ||
| $2.62 |
(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.
263
6.40 Transactions with Non-controlling Interests
-
Change in ownership interests in subsidiaries 2022:
-
(1)The subsidiary, Great Emperor Hotel Co., Ltd. issued common stocks in March 2022. After the subscription, the Company’s shareholding increased from 58.17% to 60.15%, Yieh Hsing Enterprise Co., Ltd.’s shareholding reduced from 41.82% to 39.84%, 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. ($257,500) 245,256 ($12,244) |
Yieh Hsing Enterprise Co., Ltd. $ - 7,028 $7,028 |
Shin Phui Steel Corporation |
|---|---|---|---|
| $ - 3 |
|||
| $3 |
-
(2)The sub-subsidiary, APPLIED WIRELESS INDENTIFICATION GROUP, INC. issued common stocks in February 2022. After the subscription, EMMT System
-
Corporation’s shareholding reduced from 91.47% to 88.69%. Since the abovementioned transaction did not change the Group’s control over the said subsidiary, it was deemed as an equity transaction.
| it was 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 |
EMMT System Corporation |
| $ - (6,416) |
|
| ($6,416) |
2021:
- (1)The subsidiary, Kings Garden International Co., Ltd. issued common stocks in June 2021. After the subscription, the Company’s shareholding increased from 50.12% to 54.89%, Yieh Hsing Enterprise Co., Ltd.’s shareholding reduced from 49.87% to 45.10%, 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. ($463,500) 452,169 ($11,331) |
Yieh Hsing Enterprise Co., Ltd. $ - 6,504 $6,504 |
Shin Phui Steel Corporation |
|---|---|---|---|
| $ - 3 |
|||
| $3 |
264
- (2)The subsidiary, Great Emperor Hotel Co., Ltd. issued common stocks in June 2021. After the subscription, the Company’s shareholding increased from 54.55% to 58.17%, Yieh Hsing Enterprise Co., Ltd.’s shareholding reduced from 45.44% to 41.82%, 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. ($412,000) 400,067 ($11,933) |
Yieh Hsing Enterprise Co., Ltd. $ - 6,849 $6,849 |
Shin Phui Steel Corporation |
|---|---|---|---|
| $ - 3 |
|||
| $3 |
- (3)The sub-subsidiary, PT. E-UNITED FERRO INDONESIA issued common stocks in September 2021. After the subscription, Hong Yuh Assets Management Co., Ltd.’s shareholding increased from 47.88% to 49.36%, and LIAN SO (H.K.) CO., LIMITED’s shareholding reduced from 52.12% to 50.64%. Since the above-mentioned transaction did not change the Group’s control over the said subsidiary, it was 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 |
Hong Yuh Assets Management Co.,Ltd. ($27,695) 22,497 ($5,198) |
LIAN SO (H.K.) CO., LIMITED |
|---|---|---|
$ - 5,198 |
||
$5,198 |
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. |
Relatedpartycategory |
|---|---|
| Associate Associate Associate Associate Associate Associate Associate |
265
Name of related party E-DA Tour Bus Co., Ltd. E-Da Development Corp. E-Da Cultural Creative Industry Co., Ltd. E- Da Visual Effects Company Limited. Tangeng Iron Works Co., Ltd. Xinzhan Engineering and Management Consulting Co., Ltd. Yieh Hong Enterprise Co., Ltd. Yieh Mau Corp. Li-Hsin 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 Apartment Building Management and Maintenance Co., Ltd. E-Da Royal Hotel Company Ltd. E-Da Hospital I-Shou University I-Shou University Internship Center Long Hua Travel Services Co., Ltd. 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 Zhengzi Technology Co., Ltd E-DA Healthcare Preschool E-DA Preschool E-DA Bassinet Mother and Baby Care Center E-DA Home Health Care E-DA Nursing Care Center E-DA Postpartum and Baby care Center Wei Hong Investment Development Co., Ltd.
Related party category 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 Other related party Other related party
Other related party Other related party Other related party Other related party
266
| Name | of relatedparty | Relatedpartycategory | |
|---|---|---|---|
| Lianshuo Investment Development Co., | Other related party | ||
| Ltd. | |||
| Chain-dollars Enterprise Co., Ltd. | Other related party | ||
| Lian Cheng Ready-Mixed Products Co., | Other related party | ||
| Ltd. | |||
| E-DA Global International Co., Ltd. | Other related party | ||
| 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: 1. 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 2022 2021 $3,237,683 $1,850,513 1,597,299 2,315,274 $4,834,982 $4,165,787 $47,382 $16,293 114,385 121,635 161,767 137,928 (14,110) (49,670) $147,657 $88,258 |
|---|---|---|
| 2022 $3,237,683 1,597,299 $4,834,982 $47,382 114,385 161,767 (14,110) $147,657 |
-
(a) Selling price to the 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 2022 and 2021, the eliminated construction revenue was $14,110 thousand, and $49,670 thousand, respectively.
267
2. Purchases
| Purchases | ||
|---|---|---|
| Relatedpartycategory/ Name Associate: Yieh United Steel Corp. Others Other related partie: Yieh Hong Enterprise Co., Ltd. Others Total |
Year Ended December 31 | |
| 2022 $4,561,798 110,729 5,440,217 33,937 $10,146,681 |
2021 | |
| $5,012,954 - 7,742,106 34,635 |
||
| $12,789,695 |
-
(a) 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.
-
(b) For the years ended December 31 31, 2022 and 2021. The amount of associated companies entrusted the Group to sell stainless steel coils to the European Union amounted to $251,194 thousand and $1,049,059 thousand, and the purchase amount of the aforementioned transaction was $245,682 thousand and $1,030,197 thousand, The Group recognizes income on a net basis for the transaction, and the above disclosed purchase amount does not include the purchase of commissioned sales.
-
Contract assets
| Contract assets | ||
|---|---|---|
| Relatedpartycategory/ Name Associate: Yieh United Steel Corp. Other related party: New Spring construction Corp. Total Less: Loss allowance Total |
December 31 | |
| 2022 $45,158 113,327 158,485 - $158,485 |
2021 | |
| $1,199 37,021 |
||
38,220 - |
||
| $38,220 |
4. Contract liability
| Contract liability | ||
|---|---|---|
| Relatedpartycategory/ Name Associates Other related party Total |
December 31 | |
| 2022 $4,900 3,023 $7,923 |
2021 | |
| $4,266 875 |
||
$5,141 |
268
- Receivables from related parties (excluding loans to related parties and contract assets )
assets ) |
||
|---|---|---|
| Item Notes receivable Accounts receivable Other receivables |
Related party category / Name Associates Other related parties Total Less: Loss allowance Net Associate: Asiazone Co., Ltd. Others Other related parties Total Less: Loss allowance Net Associate: Yieh United Steel Corp. Yieh Mau Corp. Others Other related parties Total Less: Loss allowance Net |
December 31 2022 2021 $120 $59 24 266 144 325 - - $144 $325 $353,001 $100,257 63,902 54,646 34,109 17,728 451,012 172,631 (2,060) (845) $448,952 $171,786 $1,802 $64,575 16,606 17 520 40 4,274 44,738 23,202 109,370 - - $23,202 $109,370 |
| 2022 $120 24 144 - $144 $353,001 63,902 34,109 451,012 (2,060) $448,952 $1,802 16,606 520 4,274 23,202 - $23,202 |
- Payables to related parties (excluded loans from related parties)
| Item Notes payable Accounts payable Other payables |
Related party category / Name Associates Other related parties Total Associates Other related parties Total Associates Other related parties Total |
December 31 | December 31 |
|---|---|---|---|
| 2022 $5,927 336 $6,263 $5,343 6,343 $11,686 $8,749 3,681 $12,430 |
2021 | ||
$1,633 12,064 |
|||
$13,697 |
|||
$593 5,901 |
|||
$6,494 |
|||
$31,149 50,954 |
|||
$82,103 |
269
7. Prepayments
| Prepayments | ||
|---|---|---|
| Related party category / Name Other related parties Associates Total |
December 31 | |
| 2022 | 2021 | |
| $134,084 - $134,084 |
$55,604 30 |
|
$55,634 |
8. Asset transaction
(1)Acquisition of property, plant and equipment: 2022:
| 2022: | ||
|---|---|---|
| Related party category / Name Other related parties Associates |
Transactiontarget Other equipment Computer communication equipment |
Transaction amount |
| $488 19,238 |
The above-mentioned transaction prices were agreed on by both parties upon negotiation. As of December 31, 2022, the unpaid portion were $117 thousand.
2021:
| 2021: | ||
|---|---|---|
| Related party category / Name Other related party: New Spring Construction Corp. Others Associate: Unipattern Corporation Co., Ltd. Others |
Transactiontarget Building and construction (Note 1) Other equipment Computer communication equipment (Note 2) Other equipment |
Transaction amount |
| $238,860 377 193,268 2,710 |
(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, 2021, the unpaid portion were $4,101 thousand.
(Note 2) The above-mentioned transaction prices were agreed on by both parties upon negotiation. As of December 31, 2021, the unpaid portion were $21,268 thousand.
(2)Disposal of property, plant and equipment: 2022:
| Related party category / Name Associates |
Transactiontarget Other equipment |
Transaction amount $95 |
Gain or loss on disposal $25 |
|---|---|---|---|
The above-mentioned transaction price was agreed on by both parties upon negotiation. As of December 31, 2022, all the transaction amount was fully recovered.
270
2021: None.
(3) Disposal of other assets: 2022:
| Disposal of other assets: 022: |
||
|---|---|---|
| Type of related party Other related parties |
Transaction target | Transaction amount Gains or loss on disposal $7,600 $241 |
| E-Da Health Biotechnology Co., Ltd.’ stocks |
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, 2022, all the transaction amount was fully recovered. 2021:None
9. Tenancy Agreement:
-
(1)Acquire right-of-use assets
-
2022: None
| Item Acquire right-of-use assets |
Related party category Associates |
Year Ended December 31,2021 $19,049 |
|---|---|---|
(2) Lease Liability:
| Item Lease Liability |
Related party category Associates |
December 31 | December 31 |
|---|---|---|---|
| 2022 $ - |
2021 | ||
$18,424 |
(3)Miscellaneous expenses:
| Item Interest expense Rental expense |
Related party category Associates Associates Other related parties Total |
December 31 | December 31 |
|---|---|---|---|
| 2022 $ - $9,330 6,303 $15,633 |
2021 | ||
$24 |
|||
$8,066 4,235 |
|||
$12,301 |
Above lease terms are based on the contract, and rent is paid monthly or annually.
10. Others
- (1)Miscellaneous income
| hers Miscellaneous income |
||
|---|---|---|
| Relatedpartycategory Associates Other related parties Total |
Year Ended December 31 | |
| 2022 $38,276 2,604 $40,880 |
2021 | |
| $34,299 999 |
||
| $35,298 |
271
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 | |
| 2022 76,745 119,250 $195,995 |
2021 | |
| $74,924 151,364 |
||
| $226,288 |
These were mainly service charges and export expenses.
-
(3)Construction contracts
-
(a)Construction contracts in progress with related parties as of December 31, 2022 were as follows:
| Type of related party/Name Associates Other related party: New Spring Construction Corp. |
Name ofconstruction Precision steel belt factory crane assembly engineering, etc. Ground structures construction for E-Da Asia Commercial Plaza, etc. |
Total contract price contract assets /liabilities $83,136 $45,158 /$188 4,119,005 (Note) 113,327 /653 |
|---|---|---|
- (b)Construction contracts in progress with related parties as of December 31, 2021 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. Ground structures construction for E-Da Asia Commercial Plaza, etc. |
Total contract price contract assets /liabilities $81,276 $1,199 / $2,302 3,416,612 (Note) 37,021 / - |
|---|---|---|
(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.
272
- Where the Group participated in the cash offering by related parties and consequently increased its investment are disclosed as follows: 2022:
| 2022: | ||
|---|---|---|
| Investee Associate: E-Da Bus Transportation Co., Ltd. Xinzhan Engineering and Management Other related party: Skylark International Hotel Co., Ltd |
InvestmentIncrease Shares (thousand shares) Amount 1,025 10,252 450 4,500 5,471 54,717 |
Shareholding Percentage Before Offering After Offering 17.09% 17.09% - 45.00% 13.68% 13.68% |
| Shares (thousand shares) 1,025 450 5,471 |
Before Offering 17.09% - 13.68% |
2021:
| 2021: | |||
|---|---|---|---|
| Investee Associate: E-Da Bus Transportation Co., Ltd. E-Da Visual Effects Company Limited. |
Investment Increase Shares (thousand shares) Amount 1,025 10,252 1,715 17,150 |
Shareholding Percentage |
|
| Shares (thousand shares) 1,025 1,715 |
Before Offering 17.09% 49.00% |
After Offering |
|
17.09% 49.00% |
- 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 land recognized 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 the executive specialist of the Company and the financial president of subsidiary-Yieh Hsing due to regulation restriction. Accordingly, the land is 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 |
|---|---|---|
| 2022 $119,619 14,402 - - - $134,021 |
2021 | |
| $117,514 7,979 - - - |
||
| $125,493 |
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8. PLEDGED ASSETS
The following assets have been pledged as collateral 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) Right-of-use asset Investment properties Investments accounted for using equity method Notes receivable and accounts receivable Total |
December 31 2022 2021 $493,423 $423,168 184,410 611,488 677,833 1,034,656 13,180 89,105 763,292 543,892 776,472 632,997 31,266,542 31,508,904 157,875 159,803 95,383 22,355 2,016,408 2,049,171 295,067 366,568 $35,285,580 $35,774,454 |
|---|---|
| 2022 $493,423 184,410 677,833 13,180 763,292 776,472 31,266,542 157,875 95,383 2,016,408 295,067 $35,285,580 |
9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT COMMITMENTS
-
(1) Guarantee notes issued by the Group to banks for loans and purchases performance totaled $50,137,434 thousand, and $49,197,184 thousand as of December 31, 2022 and 2021, respectively.
-
(2) Guarantee notes received by the Group for its contract performance and creditor’s right totaled $1,804,539 thousand, and $1,806,719 thousand, as of December 31, 2022 and 2021, respectively.
-
(3) The unused letters of credit as of December 31, 2022, and 2021 are as follows:
| Item L/C Amount |
December 31 | December 31 |
|---|---|---|
| 2022 USD 20,425 NTD 564,531 JPY 86,373 HKD 23,924 |
2021 | |
USD 56,685 NTD 597,440 JPY 4,116 - |
-
(4) As of December 31, 2022 and 2021, guarantees provided to banks by the Group for vouchers sales, performance and warranty amounted to $230,141 thousand, and $218,278 thousand, respectively.
-
(5) As of December 31, 2022 and 2021, guarantee letters of credit issued by the Group for export business totaled USD24,800 thousand, and USD19,600 thousand, respectively.
-
(6) The Group entered into raw material purchase agreements with suppliers of Hot Rolled Steel Coils, Zinc Ingot, Aluminum alloy and billets, including KOREA, TENNANT, ARSEN and EAST, etc. The price was agreed on by both parties upon negotiation. As of December 31, 2022, the unperformed portion totaled 26,824 tons, amounting to $580,305 thousand.
274
(7) Capital expenditures committed but not yet incurred are as follows:
| apital expenditures committed but | not yet incurred are as follows: | not yet incurred are as follows: |
|---|---|---|
| Item Property, plant and equipment |
December 31 | |
| 2022 $549,026 |
2021 | |
| $163,041 |
- (8) Two subsidiaries, Great Emperor Hotel Co., Ltd. and Kings Garden International Co., Ltd., 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% shareholding of Kings Garden International Co., Ltd. and Great Emperor Hotel Co., Ltd. and acquired all directors’ seats of both companies as of December 31, 2022.
10. SIGNIFICANT DISASTER LOSS:NONE.
11. SIGNIFICANT SUBSEQUENT EVENTS:
-
(1) The Company’s Board of Directors resolved on March 9, 2023 to cancel its treasury stocks. The amount of capital reduction was $92,330 thousand, with 9,233 thousand shares eliminated, and the capital reduction ratio was 0.47%. After capital reduction, the share capital was $19,758,650 thousand. The record date for capital reduction was set on March 15, 2023.
-
(2) Subsidiary Shin Yang Steel Co., Ltd in response to the needs of the group's diversified operations and business development, the board of directors resolved to subscribe for 8,000 thousand shares of ordinary shares privately placed in UNICOCELL BIOMED CO., LTD. on January 30, 2023, at $26 per unit The total transaction amount is $208,000 thousand , and the shareholding ratio is 14.45%. The transaction price is determined by considering the private placement conditions set by UNICOCELL BIOMED CO., LTD. the price rationality opinion issued by experts, and relevant regulations.
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.
275
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.
a. Exchange rate exposure and sensitivity analysis
| Amount in Foreign Currency (Foreign currency: Functional currency) Financial assets Monetaryitems USD:NTD 139,906 USD:RMB 40,621 RMB:USD 295,091 Investments accounted for using equitymethod USD:NTD 26,500 Financial liabilities Monetaryitems USD:NTD 4,671 USD:RMB 68,795 RMB:USD 385,736 |
Exchange rate |
December 31, 2022 | December 31, 2022 | December 31, 2022 | ||
|---|---|---|---|---|---|---|
| Presented amount (New Taiwan Dollars) 4,296,520 1,247,477 1,301,187 813,822 143,597 2,112,690 1,699,108 |
Sensitivity Analysis | |||||
| Range of change Up 1% Up 1% Up 1% Up 1% Up 1% Up 1% Up 1% |
Effects on profit or loss 42,965 12,475 13,012 - (1,436) (21,127) (16,991) |
Effects on Equity |
||||
| 30.71 6.9646 0.1436 30.71 30.71 6.9646 0.1436 |
- - - 8,138 - - - |
276
| Amount in Foreign Currency (Foreign currency: Functional currency) Financial assets Monetaryitems USD:NTD 81,418 USD:RMB 72,003 RMB:USD 159,414 Investments accounted for using equitymethod USD:NTD 26,368 Financial liabilities Monetaryitems JPY:NTD 809,321 USD:NTD 58,320 USD:RMB 94,010 RMB:USD 175,950 |
Exchange rate |
December31,2021 | December31,2021 | December31,2021 | ||
|---|---|---|---|---|---|---|
| Presented amount (New Taiwan Dollars) 2,253,819 1,993,046 692,092 729,878 194,642 1,614,286 2,602,190 760,915 |
SensitivityAnalysis | |||||
| Range of change Up 1% Up 1% Up 1% Up 1% Up 1% Up 1% Up 1% Up 1% |
Effects on profit or loss 22,538 19,930 6,921 - (1,946) (16,143) (26,022) (7,609) |
Effects on Equity |
||||
| 27.68 6.3757 0.1568 27.68 0.2405 27.68 6.3757 0.1568 |
- - - 7,299 - - - - |
If NTD appreciates against the above-mentioned currencies, held all other variables constant, the impact generated as of December 31, 2022 and 2021 would stay the same with the reverse result.
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 $451,927 thousand and $191,162 thousand for the years ended December 31, 2022 and 2021, 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 2022 and 2021 will increase or decrease by $805 thousand and $2,895 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 2022 and 2021 will increase or decrease by $7,410 thousand and $7,977 thousand due to the increase or decrease of the fair value of financial assets measured at FVTOCI.
277
(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, 2022 $4,444,725 (1,771,435) $2,673,290 $6,632,864 (52,267,459) ($45,634,595) |
December 31, 2021 | |
| $1,423,766 (1,448,332) |
||
| ($24,566) | ||
| $6,401,162 (50,577,890) |
||
| ($44,176,728) |
-
a. Sensitivity analysis of those with fair value interest rate risk:
- The Group does not classify any fixed-rate instruments as financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. In addition, the Group does not designate derivatives (interest rate swap) as hedge instruments under hedge accounting. Therefore, the change of interest rate at reporting date does not have influence on net income and other comprehensive income.
-
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 decrease (increase) in the market interest rate will increase (decrease) the net profit by ($456,346) thousand and ($441,767) thousand for 2022 and 2021, 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.
278
(A) Credit concentration risk
As of December 31, 2022 and 2021, the top ten clients accounted for 58.96% and 42.07% 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 6.30. 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:
| December31,2022 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 December 31, 2021 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 $ - 84,641 740,987 $825,628 Carrying Amount $ - 289,451 797,724 $1,087,175 |
Decreased | amount of maximum exposure to credit risks | amount of maximum exposure to credit risks | amount of maximum exposure to credit risks |
|---|---|---|---|---|---|
| Collateral $ - $ - Decreased |
Net Settlement Agreement Other Credit Enhancement Total $ - $ - $ - $ - $ - $ - amount of maximum exposure to credit risks |
Total | |||
| $ - | |||||
| $ - | |||||
| Collateral $ - - - $ - |
Net Settlement Agreement $ - - - $ - |
Other Credit Enhancement $ - - - $ - |
Total | ||
| $ - | |||||
| - - |
|||||
| $ - |
279
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:
| Non-derivative financial Liabilities |
December 12, | 2022 | ||||
|---|---|---|---|---|---|---|
| Within 6 months |
7-12 months | 1-2 years | 2-5 years | Over 5 years $ - - - - - 49,168 11,413,190 11,659 $11,474,017 |
Contractual cash flows Carrying amount $13,590,171 $13,590,171 1,705,000 1,701,701 458,293 458,293 1,448,256 1,448,256 1,887,927 1,887,927 82,856 69,734 38,793,477 38,677,288 17,741 17,741 $57,983,721 $57,851,111 |
|
| 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 |
$10,559,526 1,705,000 458,293 1,448,256 1,884,549 4,977 2,723,547 4,609 |
$3,030,645 - - - 3,378 5,998 1,625,088 80 |
$ - - - - - 9,460 4,985,862 291 |
$ - - - - - 13,253 18,045,790 1,102 |
||
| $18,788,757 | $4,665,189 | $4,995,613 | $18,060,145 |
Further information on lease liability maturity analysis is as follows:
| Lease liabilities Non-derivative financial Liabilities |
Less than 1 year | Less than 1 year | 1-5 years |
1-5 years |
5-10 years | 5-10 years | 10-15 years | 10-15 years | 15-20 years |
Over 20 years $12,031 |
Total undiscounted lease payments |
|---|---|---|---|---|---|---|---|---|---|---|---|
| $10,975 | $22,713 |
$12,582 | $12,278 |
$12,277 |
$82,856 | ||||||
| December 12, | 2021 | ||||||||||
| Within 6 months |
7-12 months | 1-2 years | 2-5 years | Over 5 years | Contractual cash flows $13,905,468 1,358,900 1,508,569 1,698,869 2,373,932 108,296 36,781,953 19,113 $57,755,100 |
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 |
$11,752,928 1,358,900 1,508,569 1,698,869 2,354,977 7,733 1,256,938 5,346 |
$2,152,540 - - - 18,955 7,653 3,400,555 912 |
$ - - - - - 15,190 4,847,415 87 |
$ - - - - - 25,798 15,225,175 2,735 |
$ - - - - - 51,922 12,051,870 10,033 |
$13,905,468 1,356,226 1,508,569 1,698,869 2,373,932 92,106 36,672,422 19,113 |
|||||
| $19,944,260 | $5,580,615 | $4,862,692 | $15,253,708 | $12,113,825 | $57,626,705 |
Further information on lease liability maturity analysis is as follows:
| Lease liabilities | Less than 1 year | 1-5 years |
5-10 years | 10-15 years | 15-20 years |
Over 20 years $14,487 |
Total undiscounted lease payments |
|---|---|---|---|---|---|---|---|
| $15,386 | $40,988 |
$12,879 | $12,278 | $12,278 |
$108,296 |
280
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.
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 other comprehensive income or loss - noncurrent Financial liabilities Financial liabilities measured at amortized costs Short-term loans Short-term notes and bills payable Notes payable 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) |
December 31 | December 31 |
|---|---|---|
| 2022 $8,636,937 3,436,483 165,538 2,529,680 149,671 776,472 84,641 740,987 13,590,171 1,701,701 1,906,549 1,887,927 38,677,288 17,741 69,734 |
2021 | |
| $7,209,529 2,854,764 400,285 1,131,517 59,834 632,997 289,451 797,724 13,905,468 1,356,226 3,207,438 2,373,932 36,672,422 19,113 92,106 |
(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 Group’s investment in listed stocks and beneficiary certificates with quoted market prices is included in Level 1. Level 2
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
281
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: Recurring fair 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: Recurring fair 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 |
December31,2022 | |||
| Level 1 $80,459 - - 17,992 $98,451 |
Level 2 Level3 $ - $ - 4,182 - - 722,995 - - $4,182 $722,995 December 31, 2021 |
Total | ||
$80,459 4,182 722,995 17,992 |
||||
| $825,628 | ||||
| Level 1 $28,449 - - 24,244 $52,693 |
Level 2 $ - - - - $- |
Level 3 $ - 261,002 773,480 - $1,034,482 |
Total | |
| $28,449 261,002 773,480 24,244 |
||||
| $1,087,175 |
282
-
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.
-
(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.
283
7. Statement of changes in Level 3 fair value hierarchy:
| Item Beginning balance Addition Disposal Transferred to Investments accounted for using equity method 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 | ||
| 2022 $1,034,482 59,544 - (261,002) (26,184) - (83,845) $722,995 |
2021 | |
| $1,358,196 10,000 (29,925) (379,811) (847) (21,838) 98,707 |
||
| $1,034,482 |
-
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.
The unlisted company stocks held by the Group in an inactive market are mainly based on the market method and net asset value method to estimate the fair value. The market method is judgment is based on the same type of company evaluation, third party quotation, company net value and operating status assessment. The net assets method is based on the assets on the balance sheet of the enterprise as the main basis for evaluating the value of the enterprise.
- Quantified information on value fair measured on the basis of major unobservable input value (Level 3):
Part of unlisted stocks are mainly based on market method and net asset value method, in which significant unobservable inputs include liquidity discounts and control premiums. When liquidity discounts decrease or control discount increase, the fair value of these investments will increase.
- 10.The sensitivity analysis of the fair value on assumption that could possibly and reasonable be substituted for measurement of Level 3 fair value:
The assets measured by the fair value of the third level of the fair value hierarchy of the Group are used to measure the significant unobservable inputs of fair value.
| value. | ||||
|---|---|---|---|---|
| Item | Evaluation technology |
Check the input value |
interval | Input value and fair value relationship |
| Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss |
Market Approach Market Approach |
Lack of liquidity discount rate Lack of liquidity discount rate |
10%~30% 10%~30% |
The higher the degree of lack of liquidity, the lower the fair value estimate The higher the degree of lack of liquidity, the lower the fair value estimate |
284
Net Asset Lack of 5%~15% The higher the degree of Value liquidity lack of liquidity, the Method discount rate lower the fair value estimate Control 5%~20% The higher the control discount discount, the lower the fair value estimate
(4) Transfer of financial assets:
1. 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, 2022 :
| Counter-party | Advance Amount - Beginningof the Period |
Factoring Amount |
Amount Collected in Cash |
Advance Amount - End of the Period |
Annual Interest Rate for the Advance Amount |
Line of Credit |
|---|---|---|---|---|---|---|
| Chang Hwa Bank | - (EUR 0) |
32,145 (EUR 1,021) |
19,000 (EUR 608) |
13,145 (EUR 413) |
2%-2.07% | EUR 500 |
December 31, 2021 :
| Counter-party | Advance Amount - Beginningof the Period |
Factoring Amount |
Amount Collected in Cash |
Advance Amount - End of the Period |
Annual Interest Rate for the Advance Amount |
Line of Credit |
|---|---|---|---|---|---|---|
| Chang Hwa Bank | - (EUR 0) |
1,801 (EUR 52) |
1,801 (EUR 52) |
- (EUR 0) |
1.16464% | EUR 2,300 |
2. Transferred financial assets not fully derecognized: None
(5) Offsetting financial assets and financial liabilities: None.
(6) Others:
Considering the increasingly fierce competition in the stainless steel market after the rise of the steel industry in China and Indonesia, The Group intends to achieve economies of scale in integration of production and marketing operations with Yieh United Steel Corp. through a strategic alliance with Tang Rong Iron Works Co., Ltd., and jointly boost the international competitiveness of Taiwan's stainless steel industry. The Company's Board of Directors resolved on May 4, 2022 to apply to the Fair Trade Commission for the merger of Tang Rong Iron Works Co., Ltd., which will jointly operate by Yieh United Steel Corp. The Group will carry out the plan of acquiring the equity of Tang Rong Iron Works Co., Ltd. after obtaining the permission of the Fair Trade Commission. The Group and Yieh United Steel Corp. will directly or indirectly acquire more than 1/3 or more than 50% equity of Tang Rong Iron Works Co., Ltd. through public acquisition or other means. After the application for this case was filed, it was rejected by the Fair Trade Commission in August 2022 because the submitted documents were still incomplete, and the Group will make up the documents and reapply.
285
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 :None.
-
(f)Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (Table 5)
-
(g)Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 6)
-
(h)Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 7)
-
(i)Trading in derivative instruments (Note 6.2)
-
(j)The business relationship between the parent and the subsidiaries and significant transactions between them (Table 8)
-
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)
286
TABLE 1
Yieh Phui Enterprise Co., Ltd. and Subsidiaries Financing provided to others For The Year Ended December 31, 2022
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 | Collateral | Limit on loans granted to a single party |
Ceiling on total loans granted |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 0 | Yieh Phui Enterprise Co., Ltd. |
Kuo Chang Enterprise Co., Ltd. |
Other receivables - relatedparty |
Y | 300,000 | 300,000 | 145,000 | 2.57%- 2.89% |
2 |
- | Operating capital |
- | - | - | 12,633,147 (Note 3) |
12,633,147 (Note 3) |
| United Brightening Development Corp. |
Other receivables - relatedparty |
Y | 700,000 | 700,000 |
325,000 |
2.57%- 2.89% |
2 |
- | Operating capital |
- | - | - | 12,633,147 (Note 3) |
12,633,147 (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 |
3,290,769 (RMB293,226) (USD 61,470) |
3,167,520 (RMB 290,238) (USD 61,470) |
3,167,520 (RMB 290,238) (USD 61,470) |
4.25%- 9.43% |
2 |
- | Operating capital |
- | - | - | 12,633,147 (Note 3) |
12,633,147 (Note 3) |
| 2 | Yieh Phui (China) Technomaterial Co.,Ltd. |
Tianjin Lianfa Precision Steel Corporation |
Long-term receivable – relatedparty |
Y | 225,360 (RMB 50,000) |
220,470 (RMB 50,000) |
220,470 (RMB 50,000) |
3.85%- 4.35% |
2 |
- | Operating capital |
- | - | - | 12,633,147 (Note 3) |
12,633,147 (Note 3) |
| 3 | Shin Yang Steel Co., Ltd. |
Yieh Phui (Hong Kong) Holdings Limited |
Other receivables - relatedparty |
Y | 213,045 (USD 7,000) |
- |
- | 2.00% | 2 |
- | Operating capital |
- | - | - | 808,490 (Note 2) |
808,490 (Note 1) |
| 4 | Applied Wireless Identifications Group, Inc. |
Yieh Phui (Hong Kong) Holdings Limited |
Other receivables - relatedparty |
Y | 89,680 (USD 3,200) |
- |
- | 2.35% | 2 |
- | Operating capital |
- | - | - | 152,473 (Note 2) |
152,473 (Note 1) |
| 5 | EMMT Systems Corporation |
Yieh Phui (Hong Kong) Holdings Limited |
Other receivables - relatedparty |
Y | 166,950 (USD 6,000) |
- |
- | 2.00% | 2 |
- | Operating capital |
- | - | - | 410,318 (Note 2) |
410,318 (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.
287
TABLE 2
Yieh Phui Enterprise Co., Ltd. and Subsidiaries Endorsements/guarantees provided For The Year Ended December 31, 2022
Unit: Thousands of NT Dollar/ Foreign Currency
| No. | Endorser/ guarantor |
Party being endorsed/guaranteed | 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 |
31,582,868 | 6,310,080 (RMB 1,400,000) |
6,173,160 (RMB 1,400,000) |
1,726,280 (RMB 391,500) |
- |
19.55% | 31,582,868 |
Y | - | Y |
| Shin Yang Steel Co., Ltd. |
Subsidiary of the Company |
31,582,868 | 1,236,000 | 456,000 |
104,000 | 336,000 | 1.44% |
31,582,868 |
Y | - | - | ||
| Yieh Phui (Hong Kong) Holdings Limited |
Subsidiary of the Company |
31,582,868 | 4,717,425 (USD 155,000) |
3,500,940 (USD 114,000) |
3,256,054 (USD 50,750) (RMB 384,978) |
- |
11.08% | 31,582,868 |
Y | - | - | ||
| 1 | Shin Phui Steel Corporation (Note 2) |
Yieh Phui Enterprise Co., Ltd. |
Parent company of the company |
1,299,398 | 981,890 | 981,890 |
981,890 |
981,890 |
377.82% |
1,299,398 | - |
Y | - |
| 2 | Kings Garden International Co., Ltd.(Note 3) |
Great Emperor Hotel Co., Ltd. |
The same ultimate parent company |
29,408,020 | 8,175,000 | 8,175,000 |
8,175,000 |
8,175,000 |
194.59% |
29,408,020 | - |
- | - |
| 3 | Great Emperor Hotel Co., Ltd. (Note 4) |
Kings garden International Co., Ltd. |
The same ultimate parent company |
31,519,489 | 7,583,000 | 7,583,000 |
7,446,000 |
7,583,000 |
168.41% |
31,519,489 | - |
- | - |
| 4 | Shin Yang Steel Co., Ltd.(Note 6) |
Yieh Phui Enterprise Co., Ltd. |
Parent company of the company |
6,063,672 | 900,000 | 900,000 |
140,000 |
900,000 |
44.53% |
6,063,672 | - |
Y | - |
| 5 | Yieh Phui (China) Technomaterial Co., Ltd.(Note 5) |
Tianjin Lianfa Precision Steel Corporation |
Subsidiary of the Company |
9,296,274 | 44,756 (RMB 9,930) |
- |
- | - | - | 9,296,274 | Y | - | Y |
| 6 | Sin Bang Investment & Development Co., Ltd.(Note 7) |
United Brightening Development Corp. |
The same ultimate parent company |
484,562 | 200,000 | 200,000 |
200,000 |
200,000 |
82.55% |
484,562 | - | - | - |
288
-
(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 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 8): The net worth referred to above is based on the latest financial statements audited or reviewed by independent auditors.
289
TABLE 3
Yieh Phui Enterprise Co., Ltd. and Subsidiaries Marketable securities held (excluding investments in subsidiaries and associates) For The Year Ended December 31, 2022
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, 2022 | As of December 31, 2022 | As of December 31, 2022 | As of December 31, 2022 | Note |
|---|---|---|---|---|---|---|---|---|
| Shares (in thousands) |
**Carrying value ** | Ownership (%) | Fair value | |||||
| Yieh Phui Enterprise Co., Ltd. |
Fund/ JPMorgan Funds – US Technology Fund - JPM US TechnologyF(acc)–USD |
None | Financial assets at fair value through profit or loss - current |
1 | 2,865 |
- |
2,865 | |
| Fund/ KGI LOHAS Multi-Asset Fund | None | Financial assets at fair value through profit or loss - current |
500 | 4,877 |
- |
4,877 | ||
| Fund/ Amundi TW - Emerging Markets Green Bond Fund | None | Financial assets at fair value through profit or loss - current |
250 | 2,468 |
- |
2,468 | ||
| Fund/ UBS (TW) Multi Asset Risk Controlled Sustainable Fund |
None | Financial assets at fair value through profit or loss - current |
300 | 2,964 |
- |
2,964 | ||
| Fund/ Cathay US Premium Bond Fund | None | Financial assets at fair value through profit or loss - current |
500 | 4,933 |
- |
4,933 | ||
| Fund/ Mega Singapore Real Estate Income Fund | None | Financial assets at fair value through profit or loss - current |
500 | 4,900 |
- |
4,900 | ||
| Fund/ Mega Singapore Real Estate Income Fund | None | Financial assets at fair value through profit or loss - current |
300 | 2,940 |
- |
2,940 | ||
| Fund/ Yuanta 0-2 Year Investment Grade Corporate Bond Fund |
None | Financial assets at fair value through profit or loss - current |
800 | 7,967 |
- |
7,967 | ||
| Total | 33,914 | 33,914 | ||||||
| Stock/ Taiwan Ves-Power Co., Ltd. | Related party in substance |
Financial assets at fair value through other comprehensive income or loss - noncurrent |
252 | 50,496 |
3.60% |
50,496 |
||
| Stock/ New Spring Construction Corp. | Related party in substance |
Financial assets at fair value through other comprehensive income or loss - noncurrent |
17,003 | 137,049 |
15.49% |
137,049 |
||
| Stock/ Taiwan Implant Technology Company, Ltd. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
701 | 3,516 |
4.20% |
3,516 |
||
| Stock/ Sunny Bank | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
4,912 | 51,051 |
0.15% |
51,051 |
290
| Securities held by | Marketable securities | Relationship with the securities issuer |
General ledger account | As of December 31, 2022 | As of December 31, 2022 | As of December 31, 2022 | As of December 31, 2022 | Note |
|---|---|---|---|---|---|---|---|---|
| Shares (in thousands) |
**Carrying value ** | Ownership (%) | Fair value | |||||
| Yieh Phui Enterprise Co., Ltd. |
Stock/ Universal Venture Capital Investment Co., Ltd. |
None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
1,100 | 7,064 |
0.91% |
7,064 |
|
| Stock/ Yieh Corporation Limited | Related party in substance |
Financial assets at fair value through other comprehensive income or loss - noncurrent |
200 | 111,065 |
3.51% |
111,065 |
||
| 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 | 3,565 |
3.00% |
3,565 |
||
| Stock/ Image DJ 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 |
830 | 5,613 |
0.79% |
5,613 |
||
| Stock/ Skylark International Hotel Co., Ltd. | Related party in substance |
Financial assets at fair value through other comprehensive income or loss - noncurrent |
26,000 | 318,020 |
13.68% |
318,020 |
||
| Stock/ Neolink Capital Corp. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
2,100 | 16,985 |
2.57% |
16,985 |
||
| Stock/Taiwan Enterprise No.1 Venture Capital Limited Partnership |
None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
- | 10,022 | - |
10,022 | ||
| Stock/ Asia Pacific Telecom Co., Ltd. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
2,949 | 17,992 |
0.07% |
17,992 |
||
| Total | 732,973 | 732,973 | ||||||
| Worthing Honor Holdings Ltd. |
Stock/ SEE Corporation | None | Financial assets at fair value through profit or loss - current |
1 | - |
- | - | |
| United Brightening Development Corp. |
Fund/ Yuanta 0-2 Year Investment Grade Corporate Bond Fund |
None | Financial assets at fair value through profit or loss - current |
300 | 2,987 | - |
2,987 | |
| Kings garden International Co., Ltd. |
Fund/SinoPac ESG Global Digital Infrastructure Fund |
None | Financial assets at fair value through profit or loss - current |
300 | 2,787 |
- |
2,787 | |
| Great Emperor Hotel Co., Ltd. |
Fund/ UBS (TW) Multi Asset Risk Controlled Sustainable Fund |
None | Financial assets at fair value through profit or loss - current |
500 | 4,940 |
- |
4,940 | |
| Shin Yang Steel Co., Ltd. |
Fund/ Neuberger Berman US Short Duration Non-Investment Grade Bond Fund |
None | Financial assets at fair value through profit or loss - current |
500 | 5,000 | - |
5,000 | |
| Fund/ Mega Singapore Real Estate Income | None | Financial assets at fair value through profit or loss - current |
300 | 2,941 |
- |
2,941 | ||
| Fund/ KGI LOHAS Multi-Asset Fund | None | Financial assets at fair value through profit or loss - current |
300 | 2,926 |
- |
2,926 | ||
| Total | 10,867 | 10,867 | ||||||
| Zhengzi Technology Co., Ltd | Related party in substance |
Financial assets at fair value through other comprehensive income - noncurrent |
293 | 4,448 |
19.50% |
4,448 |
291
| Securities held by | Marketable securities | Relationship with the securities issuer |
General ledger account | As of December 31, 2022 | As of December 31, 2022 | As of December 31, 2022 | As of December 31, 2022 | Note |
|---|---|---|---|---|---|---|---|---|
| Shares (in thousands) |
**Carrying value ** | Ownership (%) | Fair value | |||||
| EMMT Systems Corporation |
Fund/ Yuanta 2-10 Year Investment Grade Corporate Bond Fund |
None | Financial assets at fair value through profit or loss - current |
180 | 1,776 |
- |
1,776 | |
| Fund/ SinoPac ESG Global Digital Infrastructure Fund | None | Financial assets at fair value through profit or loss - current |
180 | 1,672 |
- |
1,672 | ||
| Total | 3,448 | 3,448 | ||||||
| Yieh Hsing Enterprise Co., Ltd |
Fund/ TCB Dah-Fa Fund | None | Financial assets at fair value through profit or loss - current |
39 | 1,563 |
- |
1,563 | |
| Fund/ FSITC Global Utilities and Infrastructure Fund | None | Financial assets at fair value through profit or loss - current |
212 | 2,881 |
- |
2,881 | ||
| Fund/ KGI LOHAS Multi-Asset Fund | None | Financial assets at fair value through profit or loss - current |
300 | 2,926 |
- |
2,926 | ||
| Fund/ Amundi TW - Emerging Markets Green Bond Fund | None | Financial assets at fair value through profit or loss - current |
250 | 2,468 |
- |
2,468 | ||
| Fund/ Mega Singapore Real Estate Income | None | Financial assets at fair value through profit or loss - current |
300 | 2,940 |
- |
2,940 | ||
| Fund/ Hua Nan Global Carbon Neutral Megatrend Index Fund |
None | Financial assets at fair value through profit or loss - current |
300 | 2,736 |
- |
2,736 | ||
| Fund/ Hua Nan Taiwan Environmental Sustainability and High Dividend Index Fund |
None | Financial assets at fair value through profit or loss - current |
300 | 3,015 |
- |
3,015 | ||
| Fund/ Yuanta 0-2 Year Investment Grade Corporate Bond Fund |
None | Financial assets at fair value through profit or loss - current |
300 | 2,987 |
- |
2,987 | ||
| Total | 21,516 | - | 21,516 | |||||
| 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 | 3,566 |
3.00% |
3,566 |
292
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, 2022
Unit: Thousand Shares;Thousands of NT Dollar
| Investor | Marketable securities |
General ledger account |
Counterparty | Relationship with the investor |
Beginning balance | Beginning balance | Addition | Addition | Disposal | Disposal | Ending balance | 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. |
Hong Yuh Assets Management Co.,Ltd. |
Investments accounted for using equity method |
Capital increase by cash |
Subsidiary of the Company |
123,920 | 391,963 | 32,800 | 197,746 (Note 1) |
- | - | - | - | 156,720 | 589,709 |
| Hong Yuh Assets Management Co., Ltd. |
Lien-Hsin steel Co., Ltd. |
Investments accounted for using equity method |
Capital increase by cash |
Subsidiary of the Company |
1,740 | 290,022 | 1,140 | 200,443 (Note 2) |
- | - | - | - | 2,880 | 490,465 |
(Note 1): Including capital increase by cash of $328,000 thousand, income and loss on investment accounted for using equity method and the share of other comprehensive income in the amount of ($74,857) thousand and accumulated earning/loss of ($55,397) thousand recognized according to shareholding percentage.
(Note 2): Including capital increase by cash of $349,331 thousand, income and loss on investment accounted for using equity method and the share of other comprehensive income in the amount of $(79,642) thousand and accumulated earning/loss of $(69,246)thousand recognized due to the failure to subscribe to new shares in proportion to its shareholding percentage.
293
TABLE 5
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, 2022
| Unit:Thousands of NT Dollars/ForeignCurrency | Unit:Thousands of NT Dollars/ForeignCurrency | Unit:Thousands of NT Dollars/ForeignCurrency | Unit:Thousands of NT Dollars/ForeignCurrency | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Real estate disposed by |
Real estate | Transaction date or date of the event |
Acquisition date |
Carrying value |
Transaction amount(Note2) |
Status of collection of proceeds |
Gain (loss) on disposal (Note1) |
Counterparty | Relationship with the seller |
Reason for disposal |
Price reference |
Other terms |
| Yieh Phui Enterprise Co., Ltd. |
Lands located at Yuliao Rd., Qiaotou Dist. and Ding-Yen-Tien Section in Qiaotou District. with a total area of 7,623.38 square and the buildings located on Yuliao Rd., Qiaotou Dist in Qiaotou District, with a total area of 353.68 square meters |
August 8, 2022 |
December 19 ,2003 ~ January 31,2005 |
784,419 | 2,566,535 | 768,156 | 1,782,116 | Shin Yang Steel Co., Ltd. |
Subsidiary of the Company |
Long-term business planning of the Group |
Evermore Real Estate Appraisers Firm and Mega Real Estate Appraisers Firm |
None |
(Note 1): The target of the transaction is a 100%-owned subsidiary of the Company, so the disposal gain of $1,782,116 thousand will be fully written off. (Note 2): The amount of the contract price without tax minus the necessary fee.
294
TABLE 6
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, 2022
| 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. |
- | - | - | - | - | ||
| 5,440,217 | 22.91% |
||||||||||
| 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 |
- |
- | 25,249 | 2.04% |
Accounts receivable | |||
| 385,133 | 1.15% |
||||||||||
| Purchases | T/T or Sight L/C before goods acceptance. |
- | - | 5,343 | 1.23% |
Accounts payable | |||||
| 504,675 | 2.13% |
||||||||||
| Yieh Corporation Limited |
Related party in substance |
Sales | 1-2 months |
- | - | - | - | - | |||
| 1,445,599 | 4.31% |
||||||||||
| Asiazone Co., Limited | An investee accounted for using equitymethod |
Sales | 1-2 months |
- | - | 340,496 | 27.62% |
Accounts receivable |
|||
| 2,478,348 | 7.39% |
||||||||||
| Shin Yang Steel Co., Ltd. |
Subsidiary of the Company |
Sales | 750,604 | 2.24% |
1-2 months |
- | - | 32,404 | 2.62% |
Accounts receivable |
|
| New Spring Construction Corp. |
Related party in substance |
Sales | 114,385 | 0.34% |
Pursuant to the agreement |
- | - | - | - | - | |
| Shin Phui Steel Corporation |
Subsidiary of the Company |
Sales | 236,611 | 0.71% |
1-2 months |
- | - | 5,447 | 0.44% |
Accounts receivable |
295
| 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 United Steel Corporation |
An investee accounted for using equity method |
Purchases | 549,804 | 12.54% | T/T or Sight L/C before goods acceptance. |
- | - | - | - | - |
| Yieh Phui (China) Technomaterial Co., Ltd. |
Tianjin Lianfa Precision Steel Corporation |
Subsidiaries | Sales | 366,475 (RMB 82,902) |
1.14% | 1-4 months | - | - | 158,103 (RMB 35,855) |
31.29% | Accounts receivable |
| Asiazone Co., Limited |
An investee of the Parent Company under equity method. |
Sales | 229,815 (USD 8,033) |
0.74% | 1-2 months | - | - | 12,505 (USD 407) |
2.47% | Accounts receivable |
|
| Yieh Hsing Enterprise Co., Ltd. |
Yieh United Steel Corporation |
An investee accounted for using equity method |
Purchases | 3,507,318 | 67.95% | T/T or Sight L/C before goods acceptance. |
- | - | 59 | 0.05% | Accounts payable |
| Asiazone Co., Limited |
An investee of the Parent Company under equity method. |
Purchases | 110,729 | 2.15% | Payment 120 days after B/L date |
- | - | - | - | - |
(Note 1): For the year ended December 31, 2022. The amount of associated companies entrusted the Company to sell stainless steel coils to the European Union amounted to
$251,194 thousand, and the purchase amount of the aforementioned transaction was $245,682 thousand, The Company recognizes income on a net basis for the transaction, and the above disclosed purchase amount does not include the purchase of commissioned sales.
(Note 2):Transactions between the aforesaid subsidiaries and the parent company are eliminated.
296
TABLE 7
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, 2022
| 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 | 340,496 | 11.25 | - | - | 162,387 | - |
| Kuo Chang Enterprise Co., Ltd |
Subsidiaries | 145,000 | (Note 1) | - | - | - | - | |
| United Brightening Development Corp. |
Subsidiaries | 325,000 | (Note 1) | - | - | - | - | |
| Shin Yang Steel Co., Ltd. | Subsidiaries | 1,801,941 | (Note 2) | - | - | 1,123 | - | |
| Yieh Phui (Hong Kong) Holdings Limited |
Yieh Phui (China) Technomaterial Co., Ltd. |
Subsidiaries | 3,167,520 (RMB 290,238) (USD 61,470) |
(Note 1) | - | - | - | - |
| Yieh Phui (China) Technomaterial Co., Ltd. |
Tianjin Lianfa Precision Steel Corporation |
Subsidiaries |
220,470 (RMB50,000) |
(Note 1) | - | - | - | - |
| 158,103 (RMB 35,855) |
1.81 |
- | - | RMB 4,741 | - |
(Note 1): These are accounts receivable financing, on which the calculation of turnover doesn’t apply.
(Note 2): These are other receivable, on which the calculation of turnover doesn’t apply.
(Note 3): Amounts received as of March 9, 2023.
(Note 3):Transactions between the aforesaid subsidiaries and the parent company are eliminated.
297
TABLE 8
Yieh Phui Enterprise Co., Ltd. and Subsidiaries Intercompany Relationship and Significant Intercompany Transactions For The Year Ended December 31, 2022
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 Co., Ltd. |
Shin Phui Steel Corporation | 1 | Sales revenue | 236,611 | 1-2 months after shipment |
0.28% |
| Shin Yang Steel Co., Ltd. | 1 | Sales revenue | 750,604 | 1-2 months after shipment |
0.90% | ||
| Other receivables | 1,801,941 | - |
1.93% | ||||
| Property, plant and equipment-land |
313,721 | - | 0.34% | ||||
Investment property-land |
443,349 | - | 0.48% | ||||
| Kuo Chang Enterprise Co., Ltd |
1 | Other receivables | 145,000 | - | 0.16% | ||
| United Brightening Development Corp. |
1 | Other receivables | 325,000 | - | 0.35% | ||
| YIEH PHUI AMERICA, INC. |
1 | Accounts receivable | 55,066 | - | 0.06% | ||
| Refundable deposits | 758,537 | - | 0.81% | ||||
| 1 | Yieh Phui (Hong Kong) Holdings Limited |
Yieh Phui (China) Technomaterial Co., Ltd. |
1 | Long-term receivables | 3,167,520 | - | 3.40% |
| (RMB 290,238) | |||||||
| (USD 61,470) |
298
| 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) |
||||
| 2 | Yieh Phui (China) Technomaterial Co., Ltd. |
Tianjin Lianfa Precision Steel Corporation |
1 | Sales revenue | 366,475 | 1-2 months after shipment |
0.44% |
| (RMB 82,902) | |||||||
| Accounts receivable | 158,103 (RMB 35,855) |
0.17% | |||||
| Long-term receivables | 220,470 (RMB 50,000) |
- | 0.24% | ||||
| 3 | EMMT Systems Corporation |
Applied Wireless Identifications Group, Inc. |
1 | Sales revenue | 77,776 | 1-2 months after shipment |
0.09% |
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.
299
TABLE 9
Yieh Phui Enterprise Co., Ltd. and Subsidiaries Information on Investees For The Year Ended December 31, 2022
Unit: Thousands of NT Dollar/ Foreign Currency
| Unit: Thousands of NT | Unit: Thousands of NT | Unit: Thousands of NT | 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, 2022 |
December 31, 2021 |
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 |
100.00% |
9,256,089 |
(850,249) |
(850,250) | |
| Eliter International Corp. | Kaohsiung City | Construction of buildings |
3,030,403 | 2,833,595 |
303,290 |
30.23% |
2,759,689 |
(138,492) |
(42,837) | ||
| Yieh Hsing Enterprise Co., Ltd. | Kaohsiung City | Wire rods trading | 2,261,296 | 2,261,296 |
304,654 |
57.41% |
626,158 |
(694,654) |
(387,955) | ||
| Tangeng Iron Works Co., Ltd. | Kaohsiung City | Steel trading | 1,453,572 | 1,453,572 |
39,553 |
11.30% |
1,323,778 |
(224,948) |
(25,421) | ||
| E-Da Development Corp. | Kaohsiung City | Leisure development | 2,096,196 | 2,096,196 |
209,619 |
28.44% |
891,318 |
(416,509) |
(118,465) | ||
| United Brightening Development Corp. |
Kaohsiung City | Technical consultation for steel products manufacturing |
1,887,263 | 1,815,593 |
158,060 |
95.56% |
1,696,410 |
(65,503) |
(62,597) | ||
| Shin Yang Steel Co., Ltd. | Kaohsiung City | Steel products related business |
870,000 | 870,000 |
98,220 |
100.00% |
238,963 |
983,194 |
981,580 |
||
| Yieh Mau Corp. | Kaohsiung City | Trading & manufacturing |
422,605 | 422,605 |
61,925 |
23.00% |
795,650 |
254,422 |
97,444 |
||
| Kuo Chang Enterprise Co., Ltd. | Kaohsiung City | Wholesale of hardware | 1,385,973 | 1,356,261 |
110,341 |
99.04% |
1,256,257 |
(38,633) |
(38,262) | ||
| Asiazone Co., Limited | Hong Kong | Steel trading | 595,424 | 595,424 |
15,090 |
32.80% |
705,651 |
(1,979) |
(649) | ||
| Shin Phui Steel Corporation | Kaohsiung City | Trading of steel products | 214,236 | 214,236 |
23,917 |
100.00% |
264,436 |
3,370 |
4,411 |
||
| Sin Bang Investment & Development Co.,Ltd. |
Kaohsiung City | Investment | 263,709 | 263,709 |
19,103 |
100.00% |
242,281 |
(4,971) |
(4,971) |
300
| 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, 2022 |
December 31, 2021 |
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 |
310,349 | 310,348 |
53,724 |
78.51% |
805,359 |
233,994 |
183,710 |
|
| Good Honor Holdings Ltd. | British Virgin Islands |
Investment | 14,723 | 14,723 |
46 |
100.00% |
4,214 |
12 |
12 |
||
| Gen-Wan Technology Corp. | Kaohsiung City | Telecommunication | 148,611 | 148,610 |
4,900 |
86.99% |
71,091 |
17,280 |
15,032 |
||
| Cheng Shin Security Co., Ltd. | Kaohsiung City | Security | 14,000 | 14,000 |
1,400 |
35.00% |
7,621 |
96 |
34 |
||
| E-Da Bus Transportation Co., Ltd. |
Kaohsiung City |
Bus transportation | 70,259 | 60,007 |
1,845 |
17.09% |
2,941 |
(49,030) |
(8,377) | ||
| E-DA Tour Bus Co., Ltd. | Kaohsiung City | Bus transportation | 20,900 | 20,900 |
1,349 |
19.00% |
10,660 |
(8,776) |
(1,667) | ||
| Worthing Honor Holdings Ltd. | British Virgin Islands |
Investment | 6,672 | 6,672 |
100 |
100.00% |
2,846 |
10 |
9 |
||
| E United Japan Co., Ltd. | Japan | Steel trading | 8,027 | 8,027 |
- |
47.00% | 3,929 |
291 |
137 |
||
| Skylark Hot Spring & Resort Corp. |
Kaohsiung City |
Hotel industry | 11,700 | 11,700 |
1,170 |
14.63% |
- |
(1,248) | - | ||
| E-Da Entertainment Co., Ltd. | Kaohsiung City | Entertainment industry | 74,100 | 74,100 |
7,410 |
19.00% |
55,549 |
(1,230) |
(234) | ||
| Li Hui Development Co., Ltd. | Kaohsiung City | Investment | 321,216 | 321,216 |
69,681 |
44.56% |
298,202 |
34,034 |
(2,541) |
(Note 1) | |
| Ji Chang Enterprise Co., Ltd. | Kaohsiung City | Investment | 5,050 | 5,050 |
1,042 |
45.00% |
4,546 |
466 |
(99) |
(Note 1) | |
| Yieh United Steel Corporation | Kaohsiung City | Steel products related businesses |
5,023,625 | 5,023,625 |
676,661 |
25.82% |
3,858,815 |
(414,634) |
(156,431) | (Note 1) | |
| Hong Yuh Assets Management Co., Ltd. |
Kaohsiung City | Management service | 1,535,200 | 1,207,200 |
156,720 |
80.00% |
589,709 |
(87,679) |
(70,143) | ||
| E-Da Visual Effects Company Limited. |
Kaohsiung City | Entertainment industry | 27,543 | 27,543 |
3,185 |
49.00% |
- |
(8,962) | (207) |
301
| **Investor ** | Investee | **Location ** | Mainbusiness 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, 2022 |
December 31, 2021 |
Shares (in thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Yieh Phui ~~E~~nterprise Co., Ltd. |
Lian So(H.K) Co., Limited | Hong Kong | Investment | 507,342 | 507,342 |
16,560 |
80.00% |
261,779 |
(62,771) |
(50,217) | |
| E-Da Health Biotechnology Co., Ltd. |
Kaohsiung City |
Manufacturer of food additives |
- | 3,800 | - |
- | - | (12) | (2) | ||
| Yieh Phui America Inc. | U.S. | Trading of steel products |
292 | 292 |
1 |
100.00% |
132,682 |
11,317 |
11,317 |
||
| Great Emperor Hotel Co., Ltd. | Kaohsiung City | Hotel industry | 3,265,100 | 3,007,600 |
317,000 |
60.15% |
2,708,506 |
(407,912) |
(243,390) | ||
| Kings Garden International Co., Ltd. |
Kaohsiung City |
Leasing, sales, and development of residential and commercial buildings, department stores |
2,657,400 | 2,657,400 |
258,000 |
54.89% |
2,306,161 |
(270,909) |
(148,712) | ||
| Xinzhan Engineering and Management Consulting Co., Ltd. |
Kaohsiung City | Computer equipment management and information technology consulting |
3,200 | - |
320 | 32.00% |
1,436 |
(5,513) |
(1,764) | ||
| Total | 35,961,873 | 35,068,529 |
31,182,726 | (2,216,128) |
(921,505) | ||||||
| Shin Phui Steel Corporation |
Groupco Technology Inc. | Taichung City | RADIO | 37,492 | 37,492 |
3,830 |
42.53% |
3,807 |
(346) |
(147) | |
| Yieh United Steel Corporation |
Kaohsiung City | Steel products related businesses |
24,562 | 24,562 |
3,178 |
0.12% |
18,110 |
(414,634) |
(735) | (Note 1) | |
| Great Emperor Hotel Co., Ltd. | Kaohsiung City | Hotel industry | 515 | 515 |
50 |
0.01% |
427 |
(407,912) |
(39) | ||
| Kings Garden International Co., Ltd. |
Kaohsiung City | Leasing, sales, and development of residential and commercial buildings, department stores |
515 | 515 |
50 |
0.01% |
447 |
(270,909) |
(29) | ||
| Gen-Wan Technology Corp. |
EMMT Systems Corporation |
Taichung City | Manufacturing and marketing of military specification printed circuit boards |
27,630 | 27,630 |
5,118 |
7.48% |
76,719 |
233,994 |
17,500 |
|
| EMMT Systems Corporation |
Groupco TechnologyInc. | TaichungCity | RADIO | 45,000 | 45,000 |
4,500 |
49.97% |
4,474 |
(346) |
(173) | |
| Applied Wireless Identifications Group,Inc. |
San Francisco, US | RFID | 242,545 | 242,545 |
40,488 |
88.69% |
338,057 |
61,818 |
55,014 |
||
| UniPattern Corporation | Kaohsiung City | Manufacturing of computer andperipherals |
54,960 | 54,960 |
5,200 |
43.33% |
68,858 |
15,591 |
533 |
302
| 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, 2022 |
December 31, 2021 |
Shares (in thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Applied Wireless Identifications Group,Inc. |
AWID Asia Co., Ltd. | Kaohsiung City | Telecommunications equipment wholesale |
- | 69,454 | - |
- | - | (3,074) | (3,074) | |
| Shin Yang Steel Co., Ltd. |
Yieh United Steel Corporation |
Kaohsiung City | Steel products related businesses |
17,385 | 17,385 |
2,195 |
0.08% |
12,510 |
(414,634) |
(507) | (Note 1) |
| Xinzhan Engineering and Management Consulting Co., Ltd. |
Kaohsiung City | Manpower dispatching industry |
500 | - |
50 | 5.00% |
224 |
(5,513) |
(276) | ||
| Sin Bang Investment & Development Co.,Ltd. |
Tangeng Iron Works Co., Ltd. | Kaohsiung City | Steel trading | 265,482 | 265,482 |
7,224 |
2.07% |
241,776 |
(224,948) |
(4,643) | |
| Kuo Chang Enterprise Co., Ltd. |
Yieh United Steel Corporation |
Kaohsiung City | Steel products related businesses |
439,197 | 439,197 |
56,817 |
2.17% |
323,824 |
(414,634) |
(13,135) | (Note 1) |
| Eliter International Corp. | Kaohsiung City | Construction of buildings | 256,709 | 241,748 | 25,053 |
2.50% |
228,036 |
(138,492) |
(3,438) | ||
| Tangeng Iron Works Co., Ltd. |
Kaohsiung City | Steel trading | 786,714 | 786,714 |
21,328 |
6.09% |
1,012,185 |
(224,948) |
(13,708) | ||
| United Brightening Development Corp. |
Chao Ying Investment Development Co.,Ltd. |
Kaohsiung City | Investment | 341,992 | 341,992 |
30,400 |
100.00% |
298,424 |
(6,262) |
(6,262) | |
| Yieh United Steel Corporation |
Kaohsiung City | Steel products related businesses |
449,508 | 449,508 |
58,151 |
2.22% |
331,426 |
(414,634) |
(13,443) | (Note 1) | |
| Tangeng Iron Works Co., Ltd. | Kaohsiung City | Steel trading | 1,177,838 | 1,177,838 |
32,050 |
9.16% |
1,500,949 |
(224,948) |
(20,599) | ||
| Eliter International Corp. | Kaohsiung City | Construction of buildings | 368,542 | 363,755 |
34,292 |
3.42% |
312,127 |
(138,492) |
(3,496) |
303
| 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, 2022 |
December 31, 2021 |
Shares (in thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Chao Ying Investment Development Co.,Ltd. |
Tangeng Iron Works Co., Ltd. | Kaohsiung City | Steel trading | 336,957 | 336,957 |
8,898 |
2.54% |
297,802 |
(224,948) |
(5,719) | |
| Hong Yuh Assets Management Co., Ltd. |
Lien-Hsin Steel Co., Ltd. | Indonesia | Metal manufacturing industry |
891,697 | 542,365 |
2,880 |
61.74% |
490,465 |
(132,882) |
(73,751) | |
| Prepayment of stock subscription- Lien-Hsin Steel Co.,Ltd. |
Indonesia | Metal manufacturing industry |
55,440 | 55,440 |
- |
- | 55,440 | - |
- | ||
| Lien-Sheng Steel Co., Ltd. | Indonesia | Metal manufacturing industry |
1,633 | 1,633 |
0.05 |
10.00% |
190 |
(292) |
(29) | ||
| Lien-Hung Mining Co., Ltd. | Indonesia | Nickle mining | 100,303 | 100,303 |
3,787 |
19.00% |
77,285 |
157,355 |
23,666 |
||
| Prepayment of stock subscription - Lien-Hung MiningCo.,Ltd. |
Indonesia | Nickle mining | 7,367 | 7,367 |
- |
- | 7,367 | - |
- | ||
| Lien-Heng Mining Co., Ltd. | Indonesia | Nickle mining | 9,371 | 9,371 |
381 |
75.00% |
(38,591) |
4,949 | 3,712 |
||
| 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% |
39,199 |
(9,825) |
(9,825) | ||
| Lian So (H.K) Co., Limited |
Lien-Sheng Steel Co., Ltd. | Indonesia | Metal manufacturing industry |
13,820 | 12,456 |
0.45 |
90.00% |
1,711 |
(292) |
(263) | |
| Lian Yang (Hong Kong) TradingLimited |
Hong Kong | Trading business | 3,071 | 2,768 |
100 |
100.00% |
14,269 |
9 |
9 |
||
| Lien-Hsin Steel Co., Ltd. | Indonesia | Metal manufacturing industry |
548,174 | 494,088 |
1,785 |
38.26% |
303,986 |
(132,882) |
(58,509) | ||
| Lien-Hsin Steel Co., Ltd. |
Lien-Hung Mining Co., Ltd. | Indonesia | Nickle mining | 410,207 | 410,207 |
16,142 |
81.00% |
317,527 |
157,355 |
100,895 |
|
| Prepayment of stock subscription - Lien-Hung MiningCo.,Ltd. |
Indonesia | Nickle mining | 72,393 | 72,393 |
- |
- | 72,393 | - |
- | ||
| Lien-Heng Mining Co., Ltd. | Indonesia | Nickle mining | 18,586 | 18,586 |
127 |
25.00% |
(12,864) |
4,949 | 1,237 |
304
| 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, 2022 |
December 31, 2021 |
Shares (in thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Yieh Hsing Enterprise Co., Ltd. |
Great Emperor Hotel Co., Ltd. | Kaohsiung City | Hotel industry | 2,099,500 | 2,099,500 |
209,950 |
39.84% |
1,793,851 |
(407,912) |
(164,483) | |
| 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 |
45.10% |
1,894,538 |
(270,909) |
(122,168) | ||
| United Winner Metals L.P | Virginia, US | Scrap steel recycling | 107,149 | 107,334 |
- |
33.75% | 108,171 |
13,842 |
4,672 |
||
| Cheng Shin Security Co., Ltd. | Kaohsiung City | Security | 4,000 | 4,000 |
400 |
10.00% |
2,178 |
96 |
10 |
||
| Eliter International Corp. | Kaohsiung City | Construction of buildings | 748,895 | 704,450 |
74,427 |
7.42% |
677,439 |
(138,492) |
(10,215) | ||
| E-Da Development Corp. | Kaohsiung City | Leisure development | 437,915 | 437,915 |
43,791 |
5.94% |
187,724 |
(416,509) |
(24,748) | ||
| Yieh United Steel Corporation |
Kaohsiung City | Steel products related business |
20,204 | 20,204 |
2,542 |
0.10% |
14,491 |
(414,634) |
(588) | (Note 1) | |
| E-Da Health Biotechnology Co.,Ltd. |
Kaohsiung City | Manufacturer of food additives |
- | 3,800 | - |
- | - | (12) | - | ||
| Xinzhan Engineering and Management Consulting Co., Ltd. |
Kaohsiung City | Manpower dispatching industry |
800 | - |
80 | 8.00% |
359 |
(5,513) |
(441) | ||
| Kings Garden International Co., Ltd. |
Hua Li International Co., Ltd. | Kaohsiung City | Daily necessities, cosmetics wholesaler |
110,000 | 60,000 |
11,000 |
100.00% |
46,397 |
(32,336) |
(32,336) | |
| E-Mau Development Co., Ltd. | Kaohsiung City | Department stores, amusement parks, and hotel industry |
27,520 | 27,520 |
2,752 |
12.80% |
27,408 |
(344) |
(44) | ||
| Great Emperor Hotel Co., Ltd. |
E-Mau Development Co., Ltd. |
Kaohsiung City | Department stores, amusement parks, and hotel industry |
27,520 | 27,520 | 2,752 |
12.80% |
27,408 |
(344) |
(44) |
(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.
305
TABLE 10
Yieh Phui Enterprise Co., Ltd. and Subsidiaries Information on Investment in Mainland China For The Year Ended December 31, 2022
Unit: Thousands of NT Dollar/ Foreign Currency
| Name of | Investee in Mainland China |
Main business activities |
Main business activities |
Total Amount of Paid-in Capital |
Investment method (Note 1) |
Accumulated Outflow of Investment from Taiwan as of January 1, 2022 |
Accumulated Outflow of Investment from Taiwan as of January 1, 2022 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2022 |
Accumulated Outflow of Investment from Taiwan as of December 31, 2022 |
Net Income (Loss) of the Investee |
Ownership held by the Company (direct or indirect) (%) |
Share of Profit/Loss (Note 2) |
Share of Profit/Loss (Note 2) |
Carrying Amount as of December 31, 2022 |
Accumulated Inward Remittance of Earnings as of December 31, 2022 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
7,253,702 (USD 236,200) (Note 6) |
(2) a | 7,170,785 (USD 233,500) |
- |
- | 7,170,785 (USD 233,500) |
(861,539) | 100% | (861,539) (2) 2 |
9,296,274 | - | ||||
| Changshou ChangHuei Trading Co. |
Trading of steel products |
44,094 (RMB 10,000) |
(2) a (Note 4) |
- | - | - | - | 532 | 100% | 532 (2) 3 |
47,837 | - | |||||
| Tianjin Lianfa Precision Steel Corporation |
Manufacturing and marketing of special high grade alloy |
414,585 (USD 13,500) |
(2) a (Note 5) |
- | - | - | - | (53,606) | 100% | (53,606) (2) 2 |
(186,261) | - | |||||
| Investee in Mainland China |
Accumulated Investment in Mainland China as of December 31, 2022 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment | ||||||||||||||
| **Investor ** | |||||||||||||||||
| Yieh Phui Enterprise Co., Ltd. | Yieh Phui (China) Technomaterial Co., Ltd. | 7,170,785 (USD 233,500) |
7,253,702 (USD 236,200) |
18,949,721 |
(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
306
(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.
1. Financial statements audited and certified by the international CPA firms that cooperates with ROC CPA firms.
2. 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:
- 30.71; RMB: NTD 1: 4.4094). Investment gain or loss recognized in the current period is converted using the average exchange rate in from January 1 to December 31, 2022 (USD: NTD 1: 29.7181; RMB: NTD 1: 4.4204).
-
(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, 2022, 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 Changshou Co., Ltd.. was liquidated in June 2021, AWID Sanghai Co., Ltd.. was liquidated in July 2020, 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$ 529,431 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, 2022, directly or indirectly through the third area are as follows:
-
Significant transactions between the Company and investees in China: Table 6 attached ~ Table 7 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.
307
TABLE 11
Yieh Phui Enterprise Co., Ltd. and Subsidiaries Information of Major Shareholders December 31, 2022
| Name of major shareholder | Number of shares | Percentage of ownership (%) |
|---|---|---|
| Yieh United Steel Corporation | 317,210,602 | 15.97% |
| Weiqiao Investment Development Co., Ltd. | 216,005,528 | 10.88% |
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, 2022. The share capital in financial report may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
308
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.
-
Business Unit Great Emperor: Primarily engaging in Hotel, Leisure development, and restaurants.
-
Business Unit Kings Garden: Primarily engaging in department stores.
-
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:
309
| Business Unit | ||||||||
|---|---|---|---|---|---|---|---|---|
| Business Unit | Business Unit | Yieh Phui | All other | |||||
| Year 2022 | Yieh Phui | Yieh Hsing | (China) | Great Emperor | Kings Garden | business units | Elimination | Total |
| Sales from external customers | $32,574,671 | $6,828,696 | $32,253,792 | $1,280,634 | $446,608 | $10,305,571 | ($14,110) | $83,675,862 |
| Sales among intersegments | 987,720 | - | 370,755 | 27,674 | 35,488 | 131,881 | (1,553,518) | - |
| Total sales | $33,562,391 | $6,828,696 | $32,624,547 | $1,308,308 | $482,096 | $12,227,856 | ($1,567,628) | $83,675,862 |
| Operating income (loss) | $1,837,406 | ($277,703) | ($117,962) | ($315,263) | ($167,935) | $1,344,757 | $1,234 | $2,304,534 |
| Non-operating income and expenses | (1,261,669) | |||||||
| Income (loss) before income tax | $1,042,865 | |||||||
| Income tax (expense) benefit | (520,760) | |||||||
| Net income (loss) | $522,105 | |||||||
| Total assets | $93,151,389 | |||||||
| Total liabilities | $60,359,286 | |||||||
| Business Unit | ||||||||
| Business Unit | Business Unit | Yieh Phui | All other | |||||
| Year 2021 | Yieh Phui | Yieh Hsing | (China) | Great Emperor | Kings Garden | business units | Elimination | Total |
| Sales from external customers | $35,190,621 | $7,018,786 | $40,644,552 | $630,851 | $335,365 | $6,276,148 | ($49,670) | $90,046,653 |
| Sales among intersegments | 1,663,368 | - | 1,446,240 | 11,402 | 3,759 | 128,950 | (3,253,719) | - |
| Total sales | $36,853,989 | $7,018,786 | $42,090,792 | $642,253 | $339,124 | $7,386,475 | ($3,303,389) | $90,046,653 |
| Operating income (loss) | $3,684,447 | $380,307 | $1,172,533 | ($321,131) | ($134,150) | $250,044 | $1,418 | $5,033,468 |
| Non-operating income and expenses | 1,282,880 | |||||||
| Income (loss) before income tax | $6,316,348 | |||||||
| Income tax (expense) benefit | (1,095,895) | |||||||
| Net income (loss) | $5,220,453 | |||||||
| Total assets | $95,141,053 | |||||||
| Total liabilities | $62,245,428 |
310
(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 | |
| 2022 2021 $20,887,522 $21,139,839 14,675,528 13,260,879 39,421,520 43,999,926 8,631,216 11,584,591 60,077 61,418 $83,675,863 $90,046,653 Year Ended December 31 |
2021 | |
| $21,139,839 13,260,879 43,999,926 11,584,591 61,418 |
||
| $90,046,653 | ||
| 2022 $48,149,755 13,984,209 691,817 $62,825,781 |
2021 | |
| $48,630,687 14,436,686 690,350 |
||
| $63,757,723 |
(6) Major customer information: No customer has reached the disclosure standard.
311
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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, 2022 and 2021, 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, 2022 and 2021, 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 the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the 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, 2022. 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, 2022 are stated as follows:
312
Revenue recognition
Please refer to Note 4.17 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 6.25 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 2022 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 occurred 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 $4,269,507 thousand as of December 31, 2022, which accounted for 8.42% 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 $4,992,602 thousand and $5,019,274 thousand, representing 9.84% and 9.41% of total standalone assets as of December 31, 2022 and 2021, and the share of profit of these associates accounted for using equity method amounted to ($69,439) thousand and $509,171
313
thousand, representing (6.19%) and 8.08% 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 101,519 thousand and ($8,736) thousand, representing 27.96% and 5.42% 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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with the Standards on Auditing of 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.
314
-
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, 2022 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.
315
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 9, 2023
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.
316
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 Other receivables - related parties Inventories Prepayments Other financial assets - current Total Current Assets NONCURRENT ASSETS 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(25) 6(3) 6(4) 7 6(5) 7 6(6) 6(7) 8 6(8) 6(9) 6(10) 6(11) 6(12) 6(31) 6(13) 8 |
December 31,2022 Amount % $2,133,667 4 33,914 - 228,625 - 1,746 - 747,316 1 485,683 1 80,641 - 2,302,740 5 4,269,507 9 297,919 1 30,710 - 10,612,468 21 732,973 1 31,182,726 61 6,696,259 13 287,096 1 - - 437,914 1 782,097 2 304 - 40,119,369 79 $50,731,837 100 |
December 31,2021 | December 31,2021 |
|---|---|---|---|---|
| Amount $2,133,667 33,914 228,625 1,746 747,316 485,683 80,641 2,302,740 4,269,507 297,919 30,710 10,612,468 732,973 31,182,726 6,696,259 287,096 - 437,914 782,097 304 40,119,369 $50,731,837 |
Amount $915,280 218,128 70,702 6,836 920,688 258,495 226,334 61,872 7,565,814 413,555 55,001 10,712,705 792,920 32,775,735 7,260,302 282,984 443,349 539,119 545,925 160 42,640,494 $53,353,199 |
% | ||
| 2 - - - 2 - - - 15 1 - |
||||
| 20 | ||||
| 1 61 14 1 1 1 1 - |
||||
| 80 | ||||
| 100 |
317
| Liabilities andEquity CURRENT LIABILITIES Short-term loans Short-term notes and bills payable Contract liabilities - current Notes payable Accounts payable Other payables Current tax liabilities Provisions - current Lease liabilities - current Current portion of long-term loans Total Current Liabilities NONCURRENT LIABILITIES Long-term loans Deferred tax liabilities Lease liabilities - noncurrent 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 Treasury shares Total equity attributable to owners of the parent TOTAL LIABILITIES AND EQUITY |
Note 6(14) 6(15) 6(25) 6(16) 6(17) 6(11) 6(18) 6(18) 6(31) 6(11) 6(19) 6(20) 6(21) 6(22) 6(23) 6(24) |
December31,2022 Amount % $5,949,747 12 698,755 1 184,494 - 312,774 1 435,057 1 677,828 1 389,744 1 54,148 - 12,314 - 1,377,909 3 10,092,770 20 8,572,649 17 - - 196,976 - 284,574 1 2,000 - 9,056,199 18 19,148,969 38 19,850,980 39 4,927,302 10 3,393,805 6 785,047 2 3,582,001 7 (822,369) (2) (133,898) - |
December31,2022 Amount % $5,949,747 12 698,755 1 184,494 - 312,774 1 435,057 1 677,828 1 389,744 1 54,148 - 12,314 - 1,377,909 3 10,092,770 20 8,572,649 17 - - 196,976 - 284,574 1 2,000 - 9,056,199 18 19,148,969 38 19,850,980 39 4,927,302 10 3,393,805 6 785,047 2 3,582,001 7 (822,369) (2) (133,898) - |
December31,2021 | December31,2021 |
|---|---|---|---|---|---|
| Amount $5,949,747 698,755 184,494 312,774 435,057 677,828 389,744 54,148 12,314 1,377,909 10,092,770 8,572,649 - 196,976 284,574 2,000 9,056,199 19,148,969 19,850,980 4,927,302 3,393,805 785,047 3,582,001 (822,369) (133,898) |
Amount $5,764,136 648,832 1,908,988 455,374 769,888 857,639 752,666 84,691 9,550 427,459 11,679,223 9,402,884 140,277 190,909 433,518 2,000 10,169,588 21,848,811 18,905,695 4,928,849 2,882,426 706,593 5,113,787 (1,032,962) - |
% | |||
| 11 1 4 1 1 2 1 - - 1 |
|||||
| 22 | |||||
| 18 - - 1 - |
|||||
| 19 | |||||
| 41 | |||||
| 36 9 5 1 10 (2) - |
|||||
| 31,582,868 $50,731,837 |
62 100 |
31,504,388 $53,353,199 |
59 | ||
| 100 |
The accompanying notes are an integral part of the standalone financial statements.
318
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 subsidiaries, associates and joint ventures Total non-operating income and expenses INCOME (LOSS) BEFORE INCOME TAX INCOME TAX (EXPENSES) 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 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 (LOSS) 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 | |
|---|---|---|---|---|---|
| 2022 | 2021 | ||||
| Amount | % | Amount | % | ||
| 6(25) 6(6) 6(27) 6(28) 6(29) 6(30) 6(31) 6(32) 6(33) 6(33) |
$33,544,528 (29,703,362) |
100 (89) |
$36,785,446 (31,340,778) |
100 (85) |
|
| 3,841,166 (1,621,875) (395,810) |
11 (5) (1) |
5,444,668 (1,430,599) (395,087) |
15 (4) (1) |
||
| (2,017,685) | (6) | (1,825,686) | (5) | ||
| 1,823,481 | 5 | 3,618,982 |
10 | ||
| 11,948 233,915 347,731 (372,928) (921,505) |
- 1 1 (1) (3) |
16,256 130,487 606,863 (349,428) 2,276,311 |
- - 2 (1) 6 |
||
| (700,839) | (2) | 2,680,489 | 7 | ||
| 1,122,642 (313,135) |
3 (1) |
6,299,471 (1,096,633) |
17 (3) |
||
| 809,507 | 2 |
5,202,838 | 14 | ||
| 87,221 (88,481) (84,454) (17,444) 511,016 (44,723) |
- - - - 1 - |
(78,859) 92,851 47,480 15,772 (251,808) 13,473 |
- 1 - - (1) - |
||
| 363,135 | 1 |
(161,091) | - | ||
| $1,172,642 | 3 |
$5,041,747 | 14 | ||
$0.41 |
$2.62 |
||||
| $0.41 | $2.62 |
The accompanying notes are an integral part of the standalone financial statements.
319
YIEH PHUI ENTERPRISE CO., LTD. STANDALONE STATEMENTS OF CHANGES IN EQUITY
(In Thousands of New Taiwan Dollars)
| Item BALANCE AT JANUARY 1, 2021 Appropriations of prior year's earnings: Legal Reserve Special Reserve Changes in associates and joint ventures using the equity method Net income (loss) for 2021 Other comprehensive income (loss) for 2021, net of income tax Total comprehensive income (loss) for 2021 Changes in ownership interests in subsidiaries Disposal of financial instruments designated at fair value through other comprehensive income BALANCE AT DECEMBER 31, 2021 Appropriations of prior year's earnings: Legal reserve Special reserve Cash dividends Stock dividends Changes in associates and joint ventures using the equity method Net income (loss) for 2022 Other comprehensive income (loss) for 2022, net of income tax Total comprehensive income (loss) for 2022 Buy-back of treasury shares Changes in ownership interests in subsidiaries BALANCE AT DECEMBER 31, 2022 |
Common Stock | Capital Surplus | Retained Earnings | Other EquityItem | TreasuryStock $ - - - - - - - - - |
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 |
|||||
| $18,905,695 - - - - - |
$4,929,007 - - (158) - - |
$2,866,052 16,374 - - - - |
$559,232 - 147,361 - - - |
$163,734 (16,374) (147,361) (231) 5,202,838 (84,063) |
($1,187,536) - - - - (238,497) |
$226,643 - - - - 161,307 |
$6,384 - - - - 162 |
$26,469,211 - - (389) 5,202,838 (161,091) |
||
| - | - | - | - | 5,118,775 | (238,497) |
161,307 | 162 | 5,041,747 | ||
| - - |
- - |
- - |
- - |
(9,905) 5,149 |
- - |
- (1,425) |
- - |
(9,905) 3,724 |
||
| 18,905,695 - - - 945,285 - - - |
4,928,849 - - - - (1,547) - - |
2,882,426 511,379 - - - - - - |
706,593 - 78,454 - - - - - |
5,113,787 (511,379) (78,454) (945,285) (945,285) (1,803) 809,507 152,542 |
(1,426,033) - - - - - - 461,886 |
386,525 - - - - - - (255,700) |
6,546 - - - - - - 4,407 |
- - - - - - - - - (133,898) - ($133,898) |
31,504,388 - - (945,285) - (3,350) 809,507 363,135 |
|
| - | - | - | - | 962,049 | 461,886 |
(255,700) | 4,407 | 1,172,642 | ||
| - - |
- - |
- - |
- - |
- (11,629) |
- - |
- - |
- - |
(133,898) (11,629) |
||
| $19,850,980 | $4,927,302 | $3,393,805 | $785,047 | $3,582,001 | ($964,147) |
$130,825 | $10,953 | $31,582,868 |
The accompanying notes are an integral part of the standalone financial statements.
320
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 |
|---|---|---|
| 2022 | 2021 | |
| 1.CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) before income tax Adjustments to reconcile profit (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 (gain) on disposal and retirement of property, plant and equipment Loss (gain) on disposal of noncurrent assets held for sale Loss (gain) on disposal of Investments accounted for using equity method Other income recognized from rent concessions Others Total adjustments to reconcile profit (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) 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 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 |
$1,122,642 516,228 5,087 372,928 (11,948) (6,191) 921,505 9,964 - (122) (20) (5,840) |
$6,299,471 499,603 15,630 349,428 (16,256) (21,621) (2,276,311) 12,128 (539,284) (110,716) (41) 8,478 |
| 1,801,591 | (2,078,962) |
|
| 3,642 (158,569) 5,121 175,203 (228,403) 164,711 3,296,307 115,636 |
(20,942) 252,664 21,020 180,535 (24,509) (150,147) (4,214,695) (197,061) |
|
| 3,373,648 | (4,153,135) |
|
| (1,724,494) (142,600) (334,831) (139,259) (30,543) (61,723) |
1,393,919 109,712 358,046 333,299 32,515 (47,925) |
|
| (2,433,450) | 2,179,566 | |
| 940,198 | (1,973,569) |
|
| 2,741,789 | (4,052,531) |
|
| 3,864,431 11,165 61,193 (361,330) (777,296) |
2,246,940 16,256 22,780 (357,276) (8,042) |
|
| 2,798,163 | 1,920,658 |
321
| Item | Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2022 | 2021 | |
| 2.CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income and loss Proceeds from capital reduction of financial assets at fair value through other comprehensive income 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 Proceeds from disposal of noncurrent assets held for sale Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Increase inOther receivables - related parties Proceeds from disposal of investment properties Decrease in other financial assets Net cash generated from (used in) investing activities 3.CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term loans Decrease in short-term loans Increase in short-term notes and bills payable Increase in long-term loans Repayment of long-term loans 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 AT BEGINNING OF PERIOD 6.CASH AND CASH EQUIVALENTS AT END OF PERIOD |
(54,718) 26,184 (565,532) 3,800 - - (332,247) 320,989 (236,172) (470,000) 445,545 24,147 |
(10,000) 4,571 (868,640) - 23,505 629,116 (586,100) - (123,518) - - 155,239 |
| (838,004) | (775,827) | |
| 185,611 - 50,000 540,000 (427,459) (10,741) (945,285) (133,898) |
- (2,147,163) 50,000 9,293,079 (7,754,820) (9,471) - - |
|
| (741,772) | (568,375) | |
| 1,218,387 915,280 |
576,456 338,824 |
|
| $2,133,667 | $915,280 |
The accompanying notes are an integral part of the standalone financial statements.
322
YIEH PHUI ENTERPRISE CO., LTD. NOTES TO STANDALONE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
(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 These standalone financial statements are presented in the Company’s functional currency, New Taiwan Dollars.
-
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 9, 2023.
3 APPLICATION OF NEW AND AMENDED STANDARDS AND INTERPRETATIONS
- (1) Effect of adoption of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
New standards, interpretations and amendments endorsed by the FSC and effective from 2022 are as follows:
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Effective Date Announced by New IFRSs IASB (Note 1) Amendments to IAS 16 “Property, Plant and Equipment: January 1, 2022 (Note 2) Proceeds Before Intended Use” Amendments to IAS 37 “Onerous Contract - Cost of January 1, 2022 (Note 3) Fulfilling a Contract” Amendments to IFRS 3 “Reference to the Conceptual January 1, 2022 (Note 4) Framework” Annual Improvements to IFRSs 2018-2020 January 1, 2022 (Note 5)
-
Note 1: Unless stated otherwise, the New IFRSs above are effective for annual periods beginning on or after their respective effective dates.
-
Note 2: The Company 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. 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.
-
B. 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
324
allocated).
-
C. 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.
-
D. 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 derecognize 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.
-
The Company has evaluated the aforementioned standards and interpretations, and there’s no significant effect to the Company’s financial position and performance.
-
-
(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 and effective from 2023 are as follows:
| adopted New standards, interpretations and amendments endorsed from 2023 are as follows: |
by the FSC and effective |
|---|---|
| NewIFRSs Amendments to IAS 1 “Disclosure of Accounting Policies” Amendments to IAS 8 “Definition of Accounting Estimates” Amendment to IAS 12 “Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction” |
Effective Date Announced by IASB |
| January 1, 2023 (Note 1) January 1, 2023 (Note 2) January 1, 2023 (Note 3) |
-
Note 1: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
-
Note 2: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
-
Note 3: Except for otherwise specified with for temporary differences associated with leases and decommissioning obligations, the amendments will be applied prospectively to transactions that occur on or after January 1, 2022.
-
A. Amendments to IAS 1 “Disclosure of Accounting Policies”
-
This amendment clarifies that when the scale or nature of a transaction, other event or situation is material, and the relevant accounting policy information is also material to the financial report, the relevant material accounting policy information should be disclosed. Conversely, if the enterprise determines that the scale or nature of a transaction, other event or situation is not significant or the relevant accounting policy information is not significant although it is significant, it does not need to disclose non-significant accounting policy information, but the enterprise prepares accounting the conclusion that the policy information is insignificant does not affect the relevant disclosures required by other IFRS standards.
325
-
B. 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, except for corrections due to errors in the previous period, the impact of changes in input values or measurement techniques on accounting estimates is a change in accounting estimates.
-
C. Amendment to IAS 12 “Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction”
-
The amendments narrow the scope of the recognition exemption in paragraphs 15 and 24 of IAS 12 so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. 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.
As of the date the accompany standalone financial statements are authorized for issue, the Company is still evaluating the impact on its financial position and financial performance as a result of the initial adoption of the aforementioned standards or interpretations. The related impact will be disclosed when the Company completes the evaluation.
- (3) Effect of the IFRSs issued by IASB but not yet endorsed and issued into effect by FSC:
| FSC: | |
|---|---|
| NewIFRSs 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 IFRS 17 “Initial application IFRS 17 and IFRS 9 – Compare Information” Amendments to IFRS 16 "Lease liabilities in sale and leaseback" Amendments to IAS 1 “Classification of Liabilities as Current or Noncurrent” Amendments to IAS 1 “Non-current Liabilities with Covenants " |
Effective Date Announced by IASB |
| To be determined by IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2024 January 1, 2024 January 1, 2024 |
As of the date the accompany standalone financial statements are authorized for issue, the Company is still evaluating the impact on its financial position and financial performance as a result of the initial adoption of the aforementioned standards or interpretations. The related impact will be disclosed when the Company completes the evaluation.
326
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
-
(1) Except for the following items, the standalone 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 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.
-
(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
-
(1) Foreign currency transactions and balance
-
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.
-
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.
-
C. 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
327
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.
-
(2) Translation of foreign operations
-
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:
-
(a) Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
-
(b) Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
-
(c) All resulting exchange differences are recognized in other comprehensive income.
-
-
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.
-
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
-
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;
328
-
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 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.
-
A. Category of financial assets and measurement
-
Financial assets are classified into the following categories: financial assets at FVTPL, financial assets at amortized cost, and investments in equity instruments at FVTOCI.
-
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.
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(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.
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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 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.
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 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 amortized cost using the effective interest method.
- 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) Modification of Financial instruments
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When the contractual cash flows of a financial instrument are renegotiated or modified and the renegotiation or modification does not result in the derecognition of that financial instrument, the Company recalculates the gross carrying amount of the financial asset or the amortized cost of the financial liabilities using the original effective interest rate and recognises a modification gain or loss in profit or loss. Any costs or fees incurred adjust the carrying amount of the modified financial instrument and are amortised over the remaining term of the modified financial instrument. If the renegotiation or modification results in that the derecognition of that financial instrument is required, then the financial instrument is derecognized accordingly.
4.7 Inventories
- Inventories, under a perpetual system, are measured at the lower of cost and net realizable 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 realizable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and costs necessary to make the sale.
4.8 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
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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, 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.
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4.9 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. For property, plant and equipment under construction, sample produced from testing whether the asset is functioning properly before its intended use are measured at lower of the costs or net realizable value. Proceeds from selling such an item and the cost of the item are recognized in profit or loss.
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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 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.
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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.
The estimated useful lives of property, plant and equipment are as follows: Buildings Main plants 40 to 44 years Main office buildings 40 to 60 years Other accessory equipment 8 to 35 years Machinery and equipment 5 to 53 years Other equipment 3 to 33 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.
4.10 Leases
The Company assesses whether the contract is (or includes) a lease at the date of the contract.
- (1) The Company as lessee
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.
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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 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.
4.11 Investment properties
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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.
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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.
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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.
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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.
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4.12 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.
4.13 Provisions
- Provisions (including short-term employee benefits, and onerous contracts) are recognized 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 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 recognized as interest expense. Provisions are not recognized for future operating losses.
4.14 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 recognized 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 recognized as pension expenses when they are due on an accrual basis. Prepaid contributions are recognized 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 Company in current period or prior period. The liability recognized 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.
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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.
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c. Past-service costs are recognized immediately in profit or loss.
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(3) Employees’ compensation and directors’ and supervisors’ remuneration Employees’ compensation and directors’ and supervisors’ remuneration are recognized 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.
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(4) Termination benefits
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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 recognizes expense when it can no longer withdraw an offer of termination benefits or when it recognizes 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.
4.15 Share capital and treasury shares
- (1) 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.
- (2) Treasury Shares
The Company’s treasury shares that have not been disposed or retired are stated at cost and shown as a deduction in stockholders’ equity. When treasury shares are sold, if the selling price is above the book value, the difference is credited to the capital surplus–treasury share transactions; if the selling price is below the book value, the difference is first offset against capital surplus from the same class of treasury share transactions, and the remainder, if any, is then debited to retained earnings. The carrying value of treasury shares is calculated using the weighted-average approach in accordance with the purpose of repurchase. Upon retirement, treasury shares are derecognized against the capital surplus - premium on stocks and capital stock proportionately according to the ratio of shares retired. The carrying value of treasury shares in excess of the sum of the par value and premium on stocks is first offset against capital surplus from the same class of treasury share transactions, and the remainder, if any, is then debited to retained earnings. The sum of the par value and premium on treasury shares in excess of the carrying value is credited to capital surplus from the same class of treasury share transactions.
4.16 Income tax
- (1) The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized 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 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 recognized, 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 realized or the deferred tax liability is settled.
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(4) Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized 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 recognized amounts and there is an intention to settle on a net basis or realize 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 realize the asset and settle the liability simultaneously.
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(6) A deferred tax asset shall be recognized 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.
4.17 Revenue Recognition
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The Company 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 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.
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(2) Service revenue
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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.
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(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
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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 Company 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.
4.18 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.
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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 capitalization 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 takes into account the economic impact of changes in climates and related governmental policies and regulations on significant accounting estimates and reviews the basic assumptions and estimation on an ongoing basis. If a change in accounting estimate affects only the current period, the effect is recognized in the current period. If a change in accounting estimate affects both current and future periods, the effects are recognized in both periods.
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:
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A. The Company gains control over the goods from the other party before transferring goods to customers.
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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.
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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.
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:
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A. The Company has primary responsibilities for the goods or services it provides;
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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).
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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
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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 utilized 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 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 recognized only to the extent that it is probable that future taxable profits will be available against which the deferred tax asset can be utilized. 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.
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(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
| 1 Cash and cash equivalents | ||
|---|---|---|
| Item Cash on hand Checking account Demand deposits Total |
December 31 | |
| 2022 $1,740 205,029 1,926,898 $2,133,667 |
2021 | |
| $1,740 441,232 472,308 |
||
| $915,280 |
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1.The financial institutions dealing with the Company are credit worthy, and the Company’s transactions with a number of financial institutions to diversify credit risk are unlikely to be expected to default.
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2.The Company had no cash and cash equivalents pledged to others.
6.2 Financial assets at fair value through profit - current
| Item Non-derivative financial assets Mutual funds Domestic unlisted preferred stock Total |
December 31 | December 31 |
|---|---|---|
| 2022 $33,914 - $33,914 |
2021 | |
| $21,320 196,808 |
||
| $218,128 |
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1.The Company had no financial assets at fair value through profit or loss pledged to others.
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2.Please refer to Note 12(2) for credit risk management and evaluation method.
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6.3 Notes receivable, net
| Notes receivable, net | ||
|---|---|---|
| Item At amortized cost Notes receivable Less: Loss allowance Net |
December 31 | |
| 2022 $1,754 (8) $1,746 |
2021 | |
| $6,875 (39) |
||
| $6,836 |
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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 | |
| 2022 $750,754 (3,438) $747,316 |
2021 | |
| $925,956 (5,268) |
||
| $920,688 |
-
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 provision matrix and reference to past account aging records of the debtor, an analysis of the debtor’s current financial position, industrial trend. 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.
343
The Company measures the allowance for notes receivable, and accounts receivable to the provision matrix (including related parties):
| December 31, 2022 Not past due December 31, 2021 Not past due |
Expected credit loss rate 0%-0.5% Expected credit loss rate 0%-0.5% |
Gross carrying amount $1,240,251 Gross carrying amount $1,192,171 |
Allowance for doubtful accounts (ECL) ($5,506) Allowance for doubtful accounts (ECL) ($6,152) |
Amortized cost |
|---|---|---|---|---|
| $1,234,745 | ||||
| Amortized cost |
||||
| $1,186,019 |
Movements of the loss allowance for notes receivable and accounts receivable (including related parties) were as follows:
| Beginning balance Add: Provision for impairment Less: Reversal of Impairment Loss Ending balance |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2022 $6,152 - (646) $5,506 |
2021 | |
| $5,422 730 - |
||
| $6,152 |
As of December 31, 2022 and 2021, 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 $732,321 thousand, and $855,301 thousand, respectively.
Please refer to Note 12(2) for the relevant credit risk management and assessment.
6.5 Other receivables
| Other receivables | ||
|---|---|---|
| Item Business tax refundable Purchase allowance receivable Proceeds receivable arising from sale of funds Others Total Less: Loss allowance Net |
December 31 | |
| 2022 $62,000 17,284 - 1,357 80,641 - $80,641 |
2021 | |
| $203,500 97 21,323 1,414 |
||
| 226,334 - |
||
| $226,334 |
344
6.6 Inventories and operating cost
| Item Steel Department: Raw materials Supplies Work in progress Finished goods By-products and scraps Subtotal Heavy Industry Department: Raw materials Supplies Subtotal Total |
December 31 | December 31 |
|---|---|---|
| 2022 $1,984,462 16,005 452,338 1,487,819 113,566 4,054,190 208,089 7,228 215,317 $4,269,507 |
2021 | |
$1,995,263 18,041 956,461 4,379,693 127,317 |
||
7,476,775 |
||
81,666 7,373 |
||
89,039 |
||
$7,565,814 |
| 1.Inventory gains (losses) recognized as cost of sales are as follows: Year Ended December 31 Item 2022 2021 Cost of inventories sold $29,139,281 $30,262,635 Construction cost 430,734 621,332 Processing cost 131,363 170,071 Unallocated manufacturing overhead 141,617 10,809 Purchase and construction contract loss (recovery gain) (33,965) 31,411 Inventory valuation loss and obsolescence loss (recovery gain) (105,668) 244,520 Total operating cost $29,703,362 $31,340,778 |
1.Inventory gains (losses) recognized as cost of sales are as follows: Year Ended December 31 Item 2022 2021 Cost of inventories sold $29,139,281 $30,262,635 Construction cost 430,734 621,332 Processing cost 131,363 170,071 Unallocated manufacturing overhead 141,617 10,809 Purchase and construction contract loss (recovery gain) (33,965) 31,411 Inventory valuation loss and obsolescence loss (recovery gain) (105,668) 244,520 Total operating cost $29,703,362 $31,340,778 |
1.Inventory gains (losses) recognized as cost of sales are as follows: Year Ended December 31 Item 2022 2021 Cost of inventories sold $29,139,281 $30,262,635 Construction cost 430,734 621,332 Processing cost 131,363 170,071 Unallocated manufacturing overhead 141,617 10,809 Purchase and construction contract loss (recovery gain) (33,965) 31,411 Inventory valuation loss and obsolescence loss (recovery gain) (105,668) 244,520 Total operating cost $29,703,362 $31,340,778 |
|---|---|---|
| 2022 $29,139,281 430,734 131,363 141,617 (33,965) (105,668) $29,703,362 |
2021 | |
| $30,262,635 621,332 170,071 10,809 31,411 244,520 |
||
$31,340,778 |
-
The Company recognized inventory valuation loss (recovery gain) of ($105,668) thousand and $244,520 thousand for the years ended December 31, 2022 and 2021, 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.
-
3.The Company had no inventory pledged as collateral.
6.7 Prepayments
| Item Prepaid material purchase Prepaid insurance Prepaid sea freight Other prepayments Total |
December 31 | December 31 |
|---|---|---|
| 2022 $222,603 46,244 23,898 5,174 $297,919 |
2021 | |
| $215,352 45,268 149,035 3,900 |
||
| $413,555 |
345
Please refer to Note 7.3.7. for prepayments with related parties
6.8 Financial assets at fair value through other comprehensive income - noncurrent
| noncurrent | ||
|---|---|---|
| Item Equity instruments: Domestic listed stocks Domestic unlisted stocks Subtotal Valuation adjustment Total |
December 31 | |
| 2022 $45,000 594,640 639,640 93,333 $732,973 |
2021 | |
| $45,000 566,106 |
||
| 611,106 181,814 |
||
| $792,920 |
-
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.
-
2.For related credit risk management and means of assessing, please refer to Note 12(2).
-
3.As of December 31, 2022 and 2021, the Company had no financial assets at FVTOCI pledged as collateral.
6.9 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 |
December 31 | December 31 |
|---|---|---|
| 2022 $9,256,089 626,158 1,256,257 1,696,410 2,708,506 2,306,161 2,613,360 20,462,941 3,858,815 2,759,689 1,323,778 891,318 1,886,185 10,719,785 |
2021 | |
| $9,952,393 990,377 1,241,988 1,659,556 2,706,640 2,454,872 3,021,201 |
||
| 22,027,027 | ||
| 3,809,524 2,612,724 1,337,428 1,024,355 1,829,875 |
||
| 10,613,906 |
346
Prepaid investment: Great Emperor Hotel Co., Ltd. Total
- 134,802 $31,182,726 $32,775,735
1.Subsidiaries:
-
(1) For information of the Company’s subsidiaries, please refer to Note 4.3 of the Company’s Year 2022 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.
-
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 31,2022 25.82% 30.23% 11.30% 28.44% |
December 31,2021 | |
| 25.82% 30.06% 11.30% 28.44% |
Please refer to Table 8 and Table 9 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 |
Yieh United | Steel Corp. |
| December 31,2022 $11,412,844 33,044,982 16,696,478 12,394,087 $15,367,261 $3,968,236 (109,421) $3,858,815 |
December 31,2021 | |
| $13,210,694 33,496,778 22,226,992 9,492,536 |
||
| $14,987,944 | ||
| $3,870,286 (60,762) |
||
| $3,809,524 |
| Current assets Noncurrent assets Current liabilities Noncurrent liabilities Equity |
Eliter International Corp. | Eliter International Corp. |
|---|---|---|
| December 31,2022 $6,904,181 5,111,114 1,438,125 1,301,991 $9,275,179 |
December 31,2021 | |
| $7,201,584 4,938,621 2,606,211 697,067 |
||
| $8,836,927 |
347
| 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 |
$2,803,424 $2,656,247 (43,735) (43,523) $2,759,689 $2,612,724 TangengIron Works Co.,Ltd. |
$2,803,424 $2,656,247 (43,735) (43,523) $2,759,689 $2,612,724 TangengIron Works Co.,Ltd. |
|---|---|---|
| December 31,2022 December 31,2021 $3,383,886 $6,013,103 23,281,565 23,420,763 2,510,042 3,929,425 10,109,287 11,337,528 $14,046,122 $14,166,913 $1,323,778 $1,337,428 - - $1,323,778 $1,337,428 E-Da Development Corp. December 31,2022 December 31,2021 $415,062 $477,649 7,615,363 7,831,811 1,268,260 879,467 3,602,817 3,802,219 $3,159,348 $3,627,774 $898,590 $1,031,821 (7,272) (7,466) $891,318 $1,024,355 |
December 31,2021 | |
| $6,013,103 23,420,763 3,929,425 11,337,528 |
||
| $14,166,913 | ||
| $1,337,428 - |
||
| $1,337,428 | ||
| December 31,2022 $415,062 7,615,363 1,268,260 3,602,817 $3,159,348 $898,590 (7,272) $891,318 |
| B.Statements of Comprehensive Income Operating revenue Net income (loss) Other comprehensive income (loss) (net after tax) Total comprehensive income (loss) Dividends received from associate |
Yieh United | Steel Corp. 2021 $52,515,518 4,734,265 (257,373) $4,476,892 $- |
|---|---|---|
| 2022 $44,439,777 (414,634) 798,680 $384,046 $- |
348
| 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. 2022 2021 $211,191 $316,081 (138,492) (201,946) (23,256) 23,256 ($161,748) ($178,690) $- $- TangengIron Works Co.,Ltd. 2022 2021 $14,021,337 $16,813,060 (224,948) 1,586,251 104,158 30,654 ($120,790) $1,616,905 $- $- E-Da Development Corp. 2022 2021 $607,090 $561,189 (416,509) (376,515) (51,917) 51,917 ($468,426) ($324,598) $- $- |
|---|---|
| 2022 $607,090 (416,509) (51,917) ($468,426) $- |
(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 | |
| 2022 $82,075 (17,842) $64,233 |
2021 $44,419 16,430 $60,849 |
- (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 | |
| 2022 $4,019,579 1,255,808 $5,275,387 |
2021 | |
| $5,573,489 1,414,020 |
||
| $6,987,509 |
(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.
349
-
(5) For Tangeng Iron Works Co., Ltd., Skylark Hot Spring & Resort Corp., E-Da Tour Bus Corporation, E-Da Bus Transportation Co., Ltd., and E-Da Entertainment Co., the Company has significant influence either as a result of holding more than 20% of their respective shares with its subsidiaries, or 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 Company is not able to lead the company’s activities. Thus, the Company and its subsidiaries has no control even though it holds 45%, 43.56%, 34.38% and 30.51% of 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 of the Company 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, 2022 and 2021, no investments under equity method were pledged as collateral by the Company.
6.10 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 | |
| 2022 $1,293,296 3,527,064 13,399,063 835,836 203,334 19,258,593 (12,491,663) (70,671) $6,696,259 |
2021 | |
| $1,507,283 3,572,808 13,329,841 859,127 230,584 |
||
| 19,499,643 (12,168,670) (70,671) |
||
| $7,260,302 |
350
| Cost | Land | Buildings and structures |
Machinery | Otherequipment | Equipment to be inspected and construction in progress |
Total |
|---|---|---|---|---|---|---|
| $1,507,283 99,734 (313,721) - |
$3,572,808 9,991 (56,982) 1,247 |
$13,329,841 43,395 (64,644) 90,471 |
$859,127 18,441 (93,397) 51,665 |
$230,584 116,133 - (143,383) |
$19,499,643 287,694 (528,744) - |
|
| Balance, January 1, 2022 Additions Disposals Reclassifications Balance, December 31, 2022 Accumulated depreciation andimpairment |
||||||
| $1,293,296 | $3,527,064 |
$13,399,063 | $835,836 | $203,334 |
$19,258,593 | |
| $ - - - |
$2,239,476 111,348 (28,987) |
$9,333,500 348,597 (56,185) |
$595,694 40,759 (92,539) |
$70,671 - - |
$12,239,341 500,704 (177,711) |
|
| Balance, January 1, 2022 Depreciation Disposals Balance, December 31, 2022 |
||||||
| $ - | $2,321,837 |
$9,625,912 | $543,914 | $70,671 |
$12,562,334 |
| Cost | Land | Buildings and structures |
Machinery | Otherequipment | Equipment to be inspected and construction in progress |
Total |
|---|---|---|---|---|---|---|
| $1,507,283 - - - |
$3,619,042 8,146 (63,211) 8,831 |
$12,664,614 46,282 (27,561) 646,506 |
$831,549 9,397 (43,770) 61,951 |
$363,056 584,816 - (717,288) |
$18,985,544 648,641 (134,542) - |
|
| Balance, January 1, 2021 Additions Disposals Reclassifications Balance, December 31, 2021 Accumulated depreciation and impairment |
||||||
| $1,507,283 | $3,572,808 | $13,329,841 | $859,127 | $230,584 | $19,499,643 | |
| $ - - - |
$2,187,978 110,784 (59,286) |
$9,034,548 319,106 (20,154) |
$584,186 54,483 (42,975) |
$70,671 - - |
$11,877,383 484,373 (122,415) |
|
| Balance, January 1, 2021 Depreciation Disposals Balance, December 31, 2021 |
||||||
| $ - | $2,239,476 | $9,333,500 | $595,694 | $70,671 | $12,239,341 |
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 |
|---|---|---|
| 2022 $287,694 44,553 $332,247 |
2021 | |
| $648,641 (62,541) |
||
| $586,100 |
351
- 2.Reconciliations of current sales of property, plant and equipment in statement of cash flows were as follows:
| .Reconciliations of current sales of property, plant cash flows were as follows: |
and equipment in st |
|---|---|
| Item Price for sales of property, plant and equipment Increase/decrease of receivables from the sales of property, plant and equipment Cash receive for sales of property, plants and equipment |
Year Ended December 31, 2022 |
| $1,076,222 (755,233) |
|
| $320,989 |
-
3.Please refer to Note 6.30 for details of the amount of capitalized borrowing costs.
-
4.Impairment losses for property, plant and equipment recognized for 2022 and 2021 were both $0 thousand.
-
5.The accumulative impairment losses of the painting equipment and other equipment in Pingnan plant was $223,116 thousand due to the termination of expansion of such plant, of which the land was sold in 2020, so the Company reversed the accumulated impairment $152,445 thousand and write off the related equipment to be inspected and construction in progress. The accumulated impairment losses were both $70,671 thousand as of December 31, 2022 and 2021.
-
6.For the information about property, plant and equipment pledged as collateral, please see Note 8 for details.
-
7.The Company’s land amounting to both $8,516 thousand as of December 31 2022 and 2021 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.
6.11 Lease Agreement
- A. Right-of-use asset
| Item | December 31 | December 31 | 2021 $300,031 26,630 $326,661 (43,677) - $282,984 Total |
||
|---|---|---|---|---|---|
| 2022 $298,583 45,087 $343,670 (56,574) - $287,096 Land Buildings $300,031 $26,630 2,384 18,457 (3,832) - $298,583 $45,087 $30,895 $12,782 11,109 4,415 (2,627) - $39,377 $17,197 |
|||||
| Land $300,031 2,384 (3,832) $298,583 $30,895 11,109 (2,627) $39,377 |
|||||
| $326,661 20,841 (3,832) |
|||||
| $343,670 | |||||
| $43,677 15,524 (2,627) |
|||||
$56,574 |
352
| Cost Balance at January 1, 2021 Additions Balance at December 31, 2021 Accumulated depreciation and impairment Balance at January 1, 2021 Depreciation Balance at December 31, 2021 |
Land $300,031 - $300,031 $19,925 10,970 $30,895 |
Buildings $26,630 - $26,630 $8,522 4,260 $12,782 |
Total |
|---|---|---|---|
| $326,661 - |
|||
| $326,661 | |||
| $28,447 15,230 |
|||
$43,677 |
B. Lease liabilities
| . Lease liabilities | ||
|---|---|---|
| Item Carrying amount of lease liabilities - current - noncurrent |
December 31 | |
| 2022 $12,314 $196,976 |
2021 | |
| $9,550 | ||
| $190,909 |
The discount rate interval for lease liabilities is 1.9661%~2.077%. 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 30 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, 2022 and 2021.
-
D. Other lease information:
-
(1) The current lease relevant expense information was as follows:
| her 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 | |
| 2022 $13,452 $24,213 |
2021 | |
| $11,206 | ||
| $20,718 |
(Note): Including principle paid for lease liability.
6.12 Investment properties
| December 31 | ||||
|---|---|---|---|---|
| Item | 2022 | 2021 | ||
| Land | $ - | $443,349 | ||
| Less: | Accumulated impairment | - | - | |
| Total | $ - | $443,349 |
353
1.Investment properties and accumulated depreciation and impairment changes are as follows
| as follows | ||
|---|---|---|
| Item January 1 Disposals December 31 |
Land 2022 2021 $443,349 $443,349 (443,349) - $ - $443,349 |
|
| 2022 $443,349 (443,349) $ - |
||
| $443,349 - |
||
| $443,349 |
Changes in accumulated impairment: None.
- 2.Reconciliations of current sales of Investment properties in statement of cash flows were as follows:
| Changes in accumulated impairment: None. .Reconciliations of current sales of Investment were as follows: |
properties in stateme |
|---|---|
| Item Price for sales of investment properties Increase/decrease of receivables from the sales of investment properties Cash receive for sales of investment properties |
Year Ended December 31, 2022 |
| $1,490,312 (1,044,767) |
|
| $445,545 |
- 3.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 |
|---|---|---|
| 2022 $10,813 $1,762 $- |
2021 | |
| $11,796 | ||
| $1,775 | ||
| $9 |
-
4.As of December 31, 2022 and 2021, the fair values of investment properties held by the Company were $0 thousand and $978,200 thousand, respectively, which were based on evaluation appraised by independent appraisers as of December, 2021. 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.
354
6.13 Refundable deposits
| Item Customs duty guarantee Deposit for dumping margins Deposit for Stand-By L/C Rent deposits Others Total |
December 31 | December 31 |
|---|---|---|
| 2022 $758,537 2,333 18,002 3,225 - $782,097 |
2021 | |
| $539,760 2,098 - 3,266 801 |
||
| $545,925 |
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. If the provisional tax rate paid was higher than the final survey result. The difference between the tax rate paid and the final survey result is presented as “refundable deposit”, otherwise, presented as “other payables”.
6.14 Short-term Loans
| Type of Loan Credit for material purchase Credit loans Total Type of Loan Credit for material purchase Credit loans Total |
December 31,2022 | December 31,2022 |
|---|---|---|
| Amount Interest Rate $2,244,747 2.09%-2.60% 3,705,000 1.56%-2.57% $5,949,747 December 31,2021 |
Interest Rate | |
| Amount $4,014,136 1,750,000 $5,764,136 |
Interest Rate | |
| 1.39%-2.10% 1.39%-2.09% |
Some financial assets, and property, plant, and equipment are pledged as collateral for short-term loans. Please refer to Note 8 for details.
6.15 Short-term notes and bills payable
| Short-term notes and bills payable | ||
|---|---|---|
| Item Commercial paper payable Less: Unamortized discount Net Interest Rate Range |
December 31 | |
| 2022 $700,000 (1,245) $698,755 2.148%~2.338% |
2021 | |
| $650,000 (1,168) |
||
| $648,832 | ||
| 1.69%~1.85% |
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6.16 Other Payables
| 6.16 Other Payables | ||
|---|---|---|
| Item Compensations payable Export and transportation expenses payable Equipment payable Dumping margins payable Utility expense payable Cash dividends payable - from previous period Repairing charges payable Compensation and remuneration payable to employees and directors - current period Interest payable Others Total |
December 31 | |
| 2022 $298,138 80,208 40,927 72,744 33,549 22,879 17,315 3,378 17,725 90,965 $677,828 |
2021 | |
$346,415 136,318 85,480 62,154 34,946 22,980 18,942 18,955 13,724 117,725 |
||
$857,639 |
1.Please refer to Note 7.3.6 for related party transactions.
2.Please refer to Note 6.13 for dumping margins payable
6.17 Provisions - current
| Item Employee benefits Onerous contract Total Item January 1, 2022 Recognized in current period Write-off in current period December 31, 2022 Item January 1, 2021 Recognized in current period Write-off in current period December 31, 2021 |
Item Employee benefits Onerous contract Total Item January 1, 2022 Recognized in current period Write-off in current period December 31, 2022 Item January 1, 2021 Recognized in current period Write-off in current period December 31, 2021 |
December 31 2022 2021 $53,433 $50,011 715 34,680 $54,148 $84,691 Employee benefits Onerous contract Total $50,011 $34,680 $84,691 53,433 715 54,148 (50,011) (34,680) (84,691) $53,433 $715 $54,148 Employee benefits Onerous contract Total $48,907 $3,269 $52,176 50,011 34,680 84,691 (48,907) (3,269) (52,176) $50,011 $34,680 $84,691 |
December 31 2022 2021 $53,433 $50,011 715 34,680 $54,148 $84,691 Employee benefits Onerous contract Total $50,011 $34,680 $84,691 53,433 715 54,148 (50,011) (34,680) (84,691) $53,433 $715 $54,148 Employee benefits Onerous contract Total $48,907 $3,269 $52,176 50,011 34,680 84,691 (48,907) (3,269) (52,176) $50,011 $34,680 $84,691 |
|
|---|---|---|---|---|
| Employee benefits $50,011 53,433 (50,011) $53,433 Employee benefits $48,907 50,011 (48,907) $50,011 |
||||
| January 1, 2022 Recognized in current period Write-off in current period December 31, 2022 Item |
$84,691 54,148 (84,691) |
|||
$54,148 |
||||
| Total | ||||
| January 1, 2021 Recognized in current period Write-off in current period December 31, 2021 |
$52,176 84,691 (52,176) |
|||
| $84,691 |
- 1.Provision for employee benefits is an estimate of the short-term service leave vested to employees.
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- 2.Provision for onerous contract is the unavoidable costs of irrevocable purchase contract which exceeds the economic benefits expected to be received and the expected loss of construction contract.
6.18 Long-term Loans and Current Portion of Long-term Loans
| 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 |
December 31 | December 31 |
|---|---|---|
| 2022 $9,340,000 539,540 96,000 9,975,540 (24,982) (1,377,909) $8,572,649 1.867%-2.62% |
2021 | |
| $8,900,000 593,920 369,079 |
||
| 9,862,999 (32,656) (427,459) |
||
| $9,402,884 | ||
| 1.15%-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. The Company do meet the ratio stipulated in the loan agreements in 2022 in all respects.
6.19 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 $60,095 thousand and $52,846 thousand for the years ended December 31, 2022 and 2021, 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 | |
| 2022 $1,220,156 (935,582) $284,574 |
2021 | |
| $1,290,479 (856,961) |
||
| $433,518 |
- (3)Movements in net defined benefit liability are as follows:
| 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 Actuarial (gains) losses - 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, | Year Ended December 31, | 2022 |
|---|---|---|---|
| Present value of defined benefit obligations $1,290,479 2,008 1,737 8,843 12,588 - (55,763) 34,787 (20,976) - (61,935) $1,220,156 |
Fair value of planned assets ($856,961) - - (5,982) (5,982) (66,245) - - (66,245) (66,592) 60,198 ($935,582) |
Net defined benefitliability |
|
$433,518 2,008 1,737 2,861 |
|||
| 6,606 | |||
(66,245) (55,763) 34,787 |
|||
(87,221) |
|||
(66,592) (1,737) |
|||
| $284,574 |
| Item Balance as of January 1 Cost of service Current service cost Interest expense (income) Recognized in profit and loss |
Year Ended December 31, | Year Ended December 31, | 2021 |
|---|---|---|---|
| Present value of defined benefit obligations $1,241,948 2,953 3,665 6,618 |
Fair value of planned assets ($839,364) - (2,542) (2,542) |
Net defined benefit liability |
|
| $402,584 2,953 1,123 |
|||
| 4,076 |
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| Remeasurement Return on plan asset 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 |
- 2,250 (45,438) 134,710 91,522 - (49,609) $1,290,479 |
(12,663) - - - (12,663) (52,001) 49,609 $(856,961) |
(12,663) 2,250 (45,438) 134,710 |
|---|---|---|---|
78,859 |
|||
| (52,001) - |
|||
| $433,518 |
-
(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.
-
(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 31,2022 1.25% 2.00% 8 yeas |
December 31,2021 | |
| 0.70% | ||
| 2.00% | ||
| 8 yeas |
- A.Assumptions on future mortality experience are set based on the 5th Taiwan Standard Ordinary Experience Mortality Table.
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- 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 | |
| 2022 ($24,157) $24,889 $24,642 ($24,040) |
2021 | |
| ($27,637) | ||
| $28,530 | ||
| $28,090 | ||
| ($27,357) |
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 $62,799 thousand to the pension plans for the year ended December 31, 2023.
6.20 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 Capitalization of earnings December 31 Item January 1 Capital increase in cash December 31 |
Year Ended December 31,2022 | Year Ended December 31,2022 |
|---|---|---|
| Shares (thousand shares) Amount 1,890,569 $18,905,695 94,529 945,285 1,985,098 $19,850,980 Year Ended December 31,2021 |
Amount | |
$18,905,695 945,285 |
||
$19,850,980 |
||
| Shares (thousand shares) 1,890,569 - 1,890,569 |
Amount | |
| $18,905,695 - |
||
| $18,905,695 |
-
2.As of December 31, 2022, the Company had an authorized capital of $30,000,000 thousand with 3,000,000 thousand shares.
-
3.The Company’s shareholders’ meeting held on June 23, 2022 resolved to capitalize earnings of $945,285 thousand. The plan was approved by FSC on July 15, 2022 and 94,529 thousand shares of common share at the par value of $10 were issued. The record date for capital increase was set on September 5, 2022.
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6.21 Capital Surplus
| 6.21 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 | |
| 2022 $4,060,366 600,112 218,574 8,665 39,585 $4,927,302 |
2021 | |
| $4,060,366 600,112 218,574 8,665 41,132 |
||
| $4,928,849 |
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.
6.22 Retained Earnings
- 1.The industry the Company is engaged in is in a mature stage of its life cycle. The dividend policy is in support of the current and future development plans, taking into consideration the investment environment, capital requirements, domestic and international competition, and the interests of the shareholders. An amount not less than 20% of the distributable earnings is appropriated annually as the shareholder dividend and bonus. However, the accumulated distributable earnings that are less than 20% of the paid-in capital may not be distributed.
The Company’s final accounts of each year, after paying tax and making up prior losses and the net of the 10% legal reserve, and with the special reserve appropriated or reserved according to the operational needs or ordinances, plus the cumulative total unallocated surplus are available for distribution. when the board of the directors decides to distribute retained earnings, if it is to be done by issuing new shares, it has to be approved by the stockholders’ meeting.
When the company has to allocate special reserve by law, for the cumulative amount of net increase in fair value and the cumulative net amounts of other deductions from equity, before distributing earnings, the company has to allocate an amount of special reserve equal to the amount allocated to undistributed earnings for the preceding period. If there remains any insufficiency, allocate it from the amount of the after-tax net profit for the period, plus items other than after-tax net profit for the period, that are included in the undistributed earnings of the period.
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-
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 | |
| 2022 $457,289 327,758 $785,047 |
2021 | |
| $378,835 327,758 |
||
| $706,593 |
-
(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)On March 9, 2022, the Board of Directors of the Company proposed to amend the Articles of Incorporation of the Company to expressly stipulate that when the special surplus reserve is set aside to the net debit balance of other equity items accumulated in the previous period, if the undistributed earnings in the previous period is insufficient, the net income after tax for the current period plus item other than the net income after tax will be set aside in the undistributed earnings for the current period. Prior to the amendment, the Company shall set aside earning in accordance with the provisions of Order No. 1010012865 of the Financial Management Certificate and Order no. 1030006415 of the Financial Management Certificate.
-
The Company’s appropriation of earnings for 2021 and 2020 had been proposed by the shareholders’ meeting on June 2022 and August 2021. Details were summarized below:
| summarized below: | |||
|---|---|---|---|
| Item Legal reserve special reserve Common cash dividends Common stock dividends Total |
Earnings appropriation proposal 2021 2020 $511,379 $16,374 78,454 147,361 945,285 - 945,285 - $2,480,403 $163,735 |
Dividends per share (NTD) |
|
| 2021 $511,379 78,454 945,285 945,285 $2,480,403 |
2021 0.5 0.5 |
2020 | |
| - - |
-
5.As of March 9, 2023, neither dividends nor the earnings appropriation proposal was approved by the Board of Directors of the Company.
-
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.
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6.23 Other Equity Items
| 6.23 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, 2022 Unrealized gain (loss) on financial assets at fair value through other comprehensive income Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using the equity method Balance, December 31, 2022 Item |
($1,426,033) - 461,886 |
$386,525 (88,481) (167,219) |
$6,546 - 4,407 |
($1,032,962) (88,481) 299,074 |
| ($964,147) | $130,825 | $10,953 |
($822,369) |
|
| 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, 2021 Unrealized gain (loss) on financial assets at fair value through other comprehensive income Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using the equity method Disposal of unrealized gain (loss) on financial assets at fair value through other comprehensive income by associates Balance, December 31, 2021 |
($1,187,536) - (238,497) - |
$226,643 92,851 68,456 (1,425) |
$6,384 - 162 - |
($954,509) 92,851 (169,879) (1,425) |
| ($1,426,033) | $386,525 | $6,546 |
($1,032,962) |
6.24 Treasury stock
1.Purpose of treasury stock and changes in quantity:
| Unit: Thousand Shares Year Ended December 31, 2022 |
Unit: Thousand Shares Year Ended December 31, 2022 |
Unit: Thousand Shares Year Ended December 31, 2022 |
|
|---|---|---|---|
| January 1 - |
Addition 9,233 |
Reduction - |
December 31 |
| 9,233 |
Year Ended December 31, 2021:None
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-
2.In order to protect the Company’s credit and shareholders’ equity, the Board of Directors resolved on October 17, 2022 to repurchase 30,000 thousand shares from October 18 to December 17, 2022. The number of shares repurchased by the Company as of December 17, 2022 was 9,233 thousand shares, with the amount of $133,898 thousand.
-
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.
6.25 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 | |
| 2022 $32,947,453 506,049 146,868 5,796 $33,606,166 - (61,638) $33,544,528 |
2021 | |
$35,942,635 687,651 196,728 (8,478) |
||
| $36,818,536 (817) (32,273) |
||
$36,785,446 |
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: 2022:
| 2022: | ||||
|---|---|---|---|---|
| External customer Contract revenue Timing of revenue recognition Revenue recognized at a specific timing Revenue recognized over time Total |
Steel coils and steel pipes $32,885,815 $32,885,815 - $32,885,815 |
Construction revenue $511,845 $ - 511,845 $511,845 |
Others $146,868 $146,868 - $146,868 |
Total |
| $33,544,528 | ||||
| $33,032,683 511,845 |
||||
| $33,544,528 |
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2021:
| External customer Contract revenue Timing of revenue recognition Revenue recognized at a specific timing Revenue recognized over time Total |
Steel coils and steel pipes $35,909,545 $35,909,545 - $35,909,545 |
Construction revenue $679,173 $ - 679,173 $679,173 |
Others $196,728 $196,728 - $196,728 |
Total $36,785,446 $36,106,273 679,173 $36,785,446 |
|---|---|---|---|---|
(2)For detailed revenue information by business segments, please refer to Note 14. 2.Contract Balances
| 2.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 | |
| 2022 $1,234,745 $228,625 $54,346 130,148 $184,494 |
2021 | |
$1,186,019 |
||
$70,702 |
||
$1,760,522 148,466 |
||
$1,908,988 |
(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 | ||
| 2022 0%-0.5% $229,676 (1,051) $228,625 |
2021 | ||
0%-0.5% |
|||
| $71,107 (405) |
|||
| $70,702 |
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:
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| Beginning balance Add: Provision (Reversal) for impairment Ending balance |
Year Ended December 31 2022 2021 $405 $1,135 646 (730) $1,051 $405 |
|
|---|---|---|
| 2022 $405 646 $1,051 |
-
(3)Amount from previous period’s satisfied performance obligations and beginning contract liabilities recognized in the current period as income were $1,760,522 thousand and $434,560 thousand for the years ended December 31, 2022 and 2021, respectively.
-
(4)As of December 31, 2022 and 2021, the transaction prices allocated to the performance obligations that were not fully satisfied amounted to $1,120,036 thousand and $571,599 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 2024.
6.26 Employee benefits, depreciation and amortization expense
| Nature Employee benefits Salary Insurance Pension (Note 1) Remuneration to directors Other employee benefits Depreciation Total |
Year Ended December 31,2022 | Year Ended December 31,2022 | Year Ended December 31,2022 |
|---|---|---|---|
| OperatingCost $810,677 84,362 45,333 - 149,833 493,655 $1,583,860 |
OperatingExpense $393,955 36,798 21,159 10,738 42,440 22,573 $527,663 |
Total | |
$1,204,632 121,160 66,492 10,738 192,273 516,228 |
|||
$2,111,523 |
| Nature Employee benefits Salary Insurance Pension (Note 2) Remuneration to directors Other employee benefits Depreciation Total |
Year Ended December 31,2021 | Year Ended December 31,2021 | Year Ended December 31,2021 |
|---|---|---|---|
| OperatingCost $786,415 77,819 39,593 - 149,058 475,106 $1,527,991 |
OperatingExpense $391,462 33,157 17,135 9,725 46,091 24,497 $522,067 |
Total | |
$1,177,877 110,976 56,728 9,725 195,149 499,603 |
|||
$2,050,058 |
(Note 1) Excluding pension of $209 thousand recognized as equipment prepayments. (Note 2) Excluding pension of $194 thousand recognized as equipment prepayments. 1.As of December 31, 2022 and 2021, the Company had 1,394 and 1,378 employees, respectively. Among them 5 and 4 directors did not serve concurrently as employees in 2022 and 2021, respectively.
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-
Additional disclosures are as follows:
-
(1)Average employee benefits for the year ended December 31, 2022 was $1,141 thousand (Amounts of employee benefits for the year ended December 31, 2022 less amounts of remuneration of directors for the year ended December 31, 2022/number of employees for the year ended December 31, 2022 less number of directors not serving concurrently as employees for the year ended December 31, 2022).
-
Average employee benefits for the year ended December 31, 2021 was $1,121 thousand (Amounts of employee benefits for the year ended December 31, 2021 less amounts of remuneration of directors for the year ended December 31, 2021/number of employees for the year ended December 31, 2021 less number of directors not serving concurrently as employees for the year ended December 31, 2021).
-
(2)Average salaries for the year ended December 31, 2022 was $867 thousand (Amounts of salaries for the year ended December 31, 2022/number of employees for the year ended December 31, 2022 less number of directors not serving concurrently as employees for the year ended December 31, 2022).
-
Average salaries for the year ended December 31, 2021 was $857 thousand (Amounts of salaries for the year ended December 31, 2021/number of employees for the year ended December 31, 2021 less number of directors not serving concurrently as employees for the year ended December 31, 2021).
-
(3)Changes of adjustments of average salaries was 1.17% (Average salaries for the year ended December 31, 2022 less average salaries for the year ended December 31, 2021/average salaries for the year ended December 31, 2021).
-
(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.
367
-
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.
-
3.According to Articles of Incorporation, compensation to employees and remuneration to directors shall neither be less than 0.2 % nor more 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 2022 and 2021 was distributed at 0.2% and 0.1% of the net income before tax. 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, 2022 and 2021 has been resolved and approved by the Board of Directors in March 2023 and 2022. 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 |
|---|---|---|---|
| 2022 Employees’ Compensation Directors’ Remuneration $2,252 $563 2,252 1,126 $- ($563) |
2021 | ||
| Employees’ Compensation $2,252 2,252 $- |
Employees’ Compensation $12,637 12,637 $- |
Directors’ Remuneration |
|
| $3,159 6,318 |
|||
| ($3,159) |
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.
6.27 Interest Income
| Interest Income | ||
|---|---|---|
| Item Bank deposits Refundable deposits Loans to others Others Total |
Year Ended December 31 | |
| 2022 $6,804 - 4,741 403 $11,948 |
2021 | |
| $284 15,933 - 39 |
||
| $16,256 |
368
6.28 Other Income
| Other Income | ||
|---|---|---|
| Item Rental income Dividend income Other income Insurance claims income Income from sales of scraps Guaranteed fee income Others Subtotal Total |
Year Ended December 31 | |
| 2022 $14,740 6,191 125,787 41,559 26,654 18,984 212,984 $233,915 |
2021 | |
$15,407 21,621 6,398 44,079 27,206 15,776 |
||
93,459 |
||
| $130,487 |
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 March to April 2022, July 2020, January 2020, and January 2019, the Company has obtained $125,155 thousand,$124,554 thousand, $166,606 thousand, and $150,000 thousand in insurance claim. After offsetting the insurance claim receivable, $125,155 thousand, $124,554 thousand, $166,606 thousand, and $71,952 thousand are recorded as “other income”.
6.29 Other gains and losses
| Other gains and losses | ||
|---|---|---|
| Item Gain (loss) on disposal of investments under equity method 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 noncurrent assets held for sale Dumping margins (Note) Others Total |
Year Ended December 31 | |
| 2022 $122 (5,087) 369,283 (9,964) - (4,872) (1,751) $347,731 |
2021 | |
$110,716 (15,630) 47,405 (12,128) 539,284 (60,982) (1,802) |
||
$606,863 |
(Note)For information on dumping margins, please refer to Note 6.13.
369
6.30 Finance Costs
| Finance Costs | ||
|---|---|---|
| Item Interest on loans Interest on lease liabilities Financing interest others Subtotal Less: Amount qualified for capitalization Finance costs |
Year Ended December 31 2022 2021 $364,733 $350,596 3,893 3,554 - 1,527 4,705 4,660 373,331 360,337 (403) (10,909) $372,928 $349,428 |
|
| 2021 | ||
$350,596 3,554 1,527 4,660 |
||
360,337 (10,909) |
||
$349,428 |
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 undistributed retained earnings Tax refund on repatriation of offshore Land value incremental tax Deferred income tax originating and reversed temporary differences Income tax expense (benefit) |
Year Ended December 31 | |
| 2022 $265,325 (408) 124,890 (6,120) 30,687 (101,239) |
2021 | |
| $752,718 (816) - - 8,905 335,826 |
||
| $313,135 | $1,096,633 |
(2)Income tax expense (benefit) associates with other comprehensive income
| Item Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method Exchange differences on translation of foreign financial statements Remeasurement of defined benefit plans Total |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2022 | 2021 | |
$44,723 17,444 |
($13,473) (15,772) |
|
| $62,167 | ($29,245) |
370
- 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 Gain (loss) on sale of land exempt from income tax Other adjustments Loss carryforwards Tax refund on repatriation of offshore funds Adjustment to prior year income taxes Tax on undistributed retained earnings Land value increment tax Net changes of deferred income tax Income tax benefit recognized in profit or loss |
Year Ended December 31 | |
| 2022 $1,122,642 $224,528 184,301 (21,133) (103,136) (2,074) - (17,161) - (6,120) (408) 124,890 30,687 (101,239) $313,135 |
2021 | |
| $6,299,471 | ||
| $1,259,894 (455,262) 48,904 92,132 (30,146) (107,857) (7,969) (46,978) - (816) - 8,905 335,826 |
||
| $1,096,633 |
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:
371
| 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 Booking difference for depreciation Compensation to unused annual leave Net defined benefit liability Timing differences in recognition of cost and sales revenue Unrealized exchange loss Others Total Deferred income tax liabilities: Temporary differences Unrealized exchange gains Investment income (loss) recognized under equity method Subtotal Total 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 Booking difference for depreciation Compensation to unused annual leave Net defined benefit liability Timing differences in recognition of cost and sales revenue Unrealized exchange loss Others Unrealized loss carryforwards Total |
Year Ended December 31,2022 | Year Ended December 31,2022 | ||
|---|---|---|---|---|
| Beginning balance $ - 218,232 49,141 14,134 373 16,695 10,002 86,704 103,804 - 40,034 $539,119 ($4,846) (135,431) ($140,277) $398,842 |
Recognized in profit or loss Recognized in other comprehensive income $105,882 $ - - (44,723) (21,133) - - - 418 - (1,843) - 685 - (12,345) (17,444) (103,136) - 386 - (7,952) - ($39,038) ($62,167) $4,846 $ - 135,431 - $140,277 $- $101,239 ($62,167) Year Ended December 31,2021 |
Ending balance |
||
$105,882 173,509 28,008 14,134 791 14,852 10,687 56,915 668 386 32,082 |
||||
| $437,914 | ||||
$ - - |
||||
$- |
||||
| $437,914 | ||||
| Beginning balance $286,197 204,758 237 14,134 608 17,978 9,781 80,517 10,391 1,716 32,128 46,978 $705,423 |
Recognized in profit or loss ($286,197) - 48,904 - (235) (1,283) 221 (9,585) 93,413 (1,716) 7,907 (46,978) ($195,549) |
Recognized in other comprehensive income $ - 13,473 - - - - - 15,772 - - - - $29,245 |
Ending balance |
|
| $ - 218,231 49,141 14,134 373 16,695 10,002 86,704 103,804 - 40,035 - |
||||
| $539,119 |
372
| Deferred income tax liabilities: Temporary differences Unrealized exchange gains Investment income (loss) recognized under equity method Subtotal Total |
$ - - $- $705,423 |
($4,846) (135,431) ($140,277) ($335,826) |
$ - - $- $29,245 |
($4,846) (135,431) |
|---|---|---|---|---|
| ($140,277) | ||||
| $398,842 |
4.Items not recognized as deferred income tax assets:
| Item Temporary differences Investment loss recognized under equity method Impairment loss on investments under the cost approach Remeasurement of defined benefit plans Exchange differences on translation of foreign financial statements Total |
December 31 | December 31 |
|---|---|---|
| 2022 $701,412 46,539 2,216 54,022 $804,189 |
2021 | |
$526,576 46,539 18,769 110,621 |
||
$702,505 |
5.The Company’s income tax returns through 2020 have been ratified by the tax authorities. 6.32 Other Comprehensive Income
| 6.32 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, 2022 | ||
| Before tax $87,221 (88,481) 82,765 (167,219) (85,714) |
Income tax expense (benefit) $(17,444) - - - (17,444) |
Aftertax | |
| $69,777 (88,481) 82,765 (167,219) |
|||
(103,158) |
373
Items that may be reclassified subsequently to profit or loss:
| 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 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 Gain (loss) from exchange differences on translation of foreign financial statements Gain (loss) on hedging instruments Subtotal Recognized in other comprehensive income |
506,609 (44,723) 461,886 4,407 - 4,407 511,016 (44,723) 466,293 $425,302 ($62,167) $363,135 Year Ended December 31, 2021 |
461,886 4,407 |
|
466,293 |
|||
| $363,135 | |||
| Before tax ($78,859) 92,851 (20,976) 68,456 61,472 (141,254) (110,716) 162 (251,808) ($190,336) |
Income tax expense (benefit) $15,772 - - - 15,772 13,473 - - 13,473 $29,245 |
Aftertax | |
($63,087) 92,851 (20,976) 68,456 |
|||
| 77,244 | |||
(127,781) (110,716) 162 |
|||
| (238,335) | |||
| ($161,091) |
374
6.33 Earnings (loss) Per Share
| 6.33 Earnings (loss) Per Share | ||
|---|---|---|
| Item A.Basic earnings (loss) per share Net income (loss) attributable to shareholders of parent company Weighted average number of outstanding shares (thousand shares) Weighted average number of shares outstanding after retrospective adjustment (thousand shares) Basic earnings (loss) per share (after tax) (NT$) 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 | |
| 2022 $809,507 1,983,205 1,983,205 $0.41 $809,507 1,983,205 241 1,983,446 $0.41 |
2021 | |
$5,202,838 1,890,569 1,985,098 |
||
| $2.62 | ||
$5,202,838 |
||
1,985,098 508 |
||
1,985,606 |
||
$2.62 |
(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.
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. |
Related party category |
|---|---|
| Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary |
375
Names of related parties Related party category United Brightening Development Corp. Subsidiary Hong Yuh Assets Management Co., Ltd. Subsidiary EMMT Systems Corporation Subsidiary Gen-Wan Technology Corp. Subsidiary Hua Li International Co., Ltd. Subsidiary Yieh Phui America Inc. Subsidiary Yieh United Steel Corp. Associate Yieh Mau Corp. Associate Asiazone Co., Ltd. Associate Cheng Shin Security Co., Ltd. Associate Eliter International Corp. Associate E-Da Bus Co., Ltd. Associate E-DA Tour Bus Co., Ltd. Associate E-Da Development Co., Ltd Associate E-Da Visual Effects Company Limited. Associate Xinzhan Engineering and Management Associate Consultants Co., Ltd. Yieh Hong Enterprise Co., Ltd. Other related party Yieh Corporation Limited Other related party LI-SIN Business Co., Ltd. Other related party Skylark International Hotel Co., Ltd. Other related party Pacific Harbor Stevedoring Corporation Other related party Royal Palace Hong Kong Style Restaurant Other related party Co., Ltd. Unipattern Corporation Co., Ltd Other related party Chiao-Ling Leisure Co., Ltd. Other related party Wei Hong Investment Development Co., Ltd. Other related party Lian Cheng Ready-Mixed Products Co., Ltd. Other related party New Spring Construction Corp. Other related party E-Da Royal Hotel Company Ltd. Other related party E-Da Hospital Other related party I-Shou University Other related party I-Shou University Internship Center Other related party Long Hua Travel Services Co., Ltd. Other related party Chen,Yung-Shian Other related party
7.3 Significant transactions with related parties
1.Operating revenue
| Operating revenue | ||
|---|---|---|
| Item Sales revenue |
Related party category/Name Subsidiaries Associates Other related parties Total |
Year Ended December 31 2022 2021 $983,795 $1,662,267 2,816,098 1,518,552 1,446,501 2,214,277 $5,246,394 $5,395,096 |
| 2022 $983,795 2,816,098 1,446,501 $5,246,394 |
376
| Construction revenue Subsidiaries Associates Other related parties Total |
$3,925 47,382 114,385 $165,692 |
$1,101 16,126 121,801 $139,028 |
|---|---|---|
-
(a)Selling price to the 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 | |
|---|---|
| Related party category/Name Subsidiaries Associates Other related party: Yieh Hong Enterprise Co., Ltd. Others Total |
Year Ended December 31 2022 2021 $191 $40,200 504,675 41,336 5,440,217 7,641,372 33,937 34,163 $5,979,020 $7,757,071 |
| 2022 $191 504,675 5,440,217 33,937 $5,979,020 |
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).
3.Contract assets
| Item Contract assets |
Related party category/Name Subsidiaries Associates Yieh United Steel Corp. Other related party: New Spring construction Corp. Total Less: Loss allowance Net |
December31 2022 2021 $1,795 $754 45,158 1,199 113,327 37,021 $160,280 $38,974 - - $160,280 $38,974 |
|---|---|---|
| 2022 $1,795 45,158 113,327 $160,280 - $160,280 |
377
4.Contract liability
| Item Contract liability |
Related party category/Name Associates Other related parties Total |
December 31 2022 2021 $188 2,302 653 - $841 $2,302 |
|---|---|---|
| 2022 $188 653 $841 |
- 5.Receivables from related parties (excluding loans to related parties and Contract assets )
| assets ) | |||
|---|---|---|---|
| Item Notes receivable Accounts receivable Other receivables Refundable deposits |
Related party category/Name Other related parties Associates Total Less: Loss allowance Net Subsidiaries Associate: Asiazone Co., Ltd. Others Other related parties Total Less: Loss allowance Net Subsidiary: Shin Yang Steel Co., Ltd. Others Associates Other related party: Yieh Hong Enterprise Co., Ltd. Others Total Less: Loss allowance Net Subsidiary: Yieh Phui America Inc. |
December 31 | |
| 2022 $21 55 76 - $76 $92,917 340,496 25,249 29,081 $487,743 (2,060) $485,683 $1,801,941 7,597 18,928 4,273 1 $1,832,740 - $1,832,740 $758,537 |
2021 | ||
| $ - 48 |
|||
| 48 - |
|||
| $48 | |||
| $110,802 100,257 35,547 12,734 |
|||
| $259,340 (845) |
|||
| $258,495 | |||
| $ - 8,872 8,266 38,570 6,164 |
|||
| 61,872 - |
|||
| $61,872 | |||
| $539,760 |
378
6.Payables to related parties (excluded loans from related parties)
| Item Notes payable Accounts payable Other payables |
Related party category/Name Subsidiaries Associates Other related parties Total Associates Other related parties Total Subsidiaries Associates Other related parties Total |
December 31 | December 31 |
|---|---|---|---|
| 2022 $550 30 578 $1,157 $5,343 5,901 $11,244 $4,845 2,649 1,480 $8,974 |
2021 | ||
| $ - - 9,890 |
|||
| $9,890 | |||
| $ - 5,901 |
|||
| $5,901 | |||
| $1,593 2,276 50,239 |
|||
| $54,108 |
7.Prepayments
| Prepayments | ||
|---|---|---|
| Related party category/Name Other related party: Yieh Hong Enterprise Co., Ltd. |
December 31 | |
| 2022 $129,000 |
2021 | |
| $50,239 |
8.Asset transaction
(1)Acquisition of property, plant and equipment: 2022:
| 022: | ||
|---|---|---|
| Related party category/Name Subsidiaries Other related parties |
Transaction target Other equipment Computer communication equipment and Construction in progress |
Transaction amount |
| $1,291 823 |
The above-mentioned transaction prices were agreed on by both parties upon negotiation. As of December 31, 2022, the transaction payments were fully paid.
2021:
| 2021: | ||
|---|---|---|
| Related party category/Name Subsidiaries Associates Other related parties |
Transaction target Equipment prepayment Machinery Computer communication equipment and Construction in progress |
Transaction amount |
| $392 963 5,238 |
The above-mentioned transaction prices were agreed on by both parties upon negotiation. As of December 31, 2021, the transaction payments were fully paid.
379
- (2) The Company's Board of Directors resolved on August 8, 2022 to sold the land of Yuliao Rd., Qiaotou Dist. and Ding-Yen-Tien Section in Qiaotou District, with a total area of 7,623.38 square meters and the buildings located on Yuliao Rd., Qiaotou Dist. in Qiaotou District, with a total area of 353.68 square meters to Shin Yang Steel Co., Ltd. The total contract price was $2,566,535 thousand, from which the disposal gain of $1,782,116 thousand will be derived. Since Shin Yang Steel Co., Ltd. is a 100%-owned subsidiary of the Company, the disposal gain will be fully written off.
| Item Property, plant and equipment Land Buildings Investment Property Land Total |
Transaction amount | Gains or loss on disposal |
|---|---|---|
| $1,054,570 21,653 1,490,312 |
$740,848 (5,694) 1,046,962 |
|
| $2,566,535 | $1,782,116 |
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, 2022, the unrecovered portion were $1,800,000 thousand.
- (3) Disposal of other assets: 2022:
| 2022: | |||
|---|---|---|---|
| Related party category / | Transaction | Gain or loss on | |
| Name | Transactiontarget | amount | disposal |
| Other related party |
E-Da Health | ||
| Biotechnology Co., Ltd | $3,800 | $122 | |
| Shares |
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, 2022, all the transaction amount was fully recovered.
2021:None.
9.Lessee agreement:
(1)Acquisition of right-of-use assets:
| 2022: Related party category / Name Subsidiaries Shin Yang Steel Co., Ltd. |
Transaction target Administration Building |
Transaction amount |
|---|---|---|
| $18,457 |
380
-
(2) In November 2022, the Company terminated the lease contract with subsidiary by prior to the expiration date. As a result, right-of-use assets and lease liabilities decreased by $1,206 and $1,249, respectively, and gain arising from lease modification of $43 was recognized as other gains and losses.
-
(3) Lease Liability:
| (3) Lease Liability: | ||
|---|---|---|
| Item Lease liabilities (4) Other expenses: Item Interest expense Rent expense |
Transaction target Subsidiaries Related Party Category Subsidiaries Associates Other related parties Total |
December 31 2022 2021 $159,333 $150,125 Year Ended December 31 2022 2021 $2,893 $3,017 $6,449 $5,430 2,437 1,950 $8,886 $7,380 |
| 2022 $2,893 $6,449 2,437 $8,886 |
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. In November 2022, the Company terminated the lease contract by prior to the expiration date. The rental income were $10,813 and $11,796 thousand for the years ended December 31, 2022 and 2021. As of December 31, 2022 and 2021, the total lease payments to be received in the future were $0 thousand and $38,337 thousand, respectively.
- Loans to related parties: (1)Other receivables
2022:
| . Loans to related parties: (1)Other receivables 2022: |
|
|---|---|
| Type of related party / Name Subsidiary: United Brightening Development Corp. Kuo Chang Enterprise Co., Ltd. Total |
Year Ended December 31, 2022 Endingbalance Highest balance $325,000 $325,000 145,000 145,000 $470,000 $470,000 |
| Endingbalance $325,000 145,000 $470,000 |
381
(2)Interest income
| Type of related party / Name Subsidiary: United Brightening Development Corp. Kuo Chang Enterprise Co., Ltd. Total Interest Rate Range |
Year Ended December 31, 2022 $3,283 1,458 $4,741 2.57%~2.89% |
|---|---|
2021: None.
-
Loans from related parties: 2022: None. 2021:
-
(1) Other payables
Year Ended December 31, 2021 Type of related party / Name Ending balance Highest balance Subsidiary: Yieh Phui (Hong Kong) Holdings $ - $404,985 Limited
(2) Interest expense
Year Ended Type of related party / Name December 31, 2021 Subsidiary: Yieh Phui (Hong Kong) Holdings $1,527 Limited Interest Rate Range 2.00%
13.Endorsements and guarantees:
- (1)The Company borrowed from banks for the related parties and details of endorsement were as follows:
| ements and guarantees: Company borrowed from banks rsement were as follows: |
for the related parties and details of |
|---|---|
| Type of relatedparty Subsidiaries |
December 31,2022 Currency Amount USD 114,000 CNY 1,400,000 NTD 456,000 |
| Currency USD CNY NTD |
| Type of relatedparty Subsidiaries |
December 31,2021 Currency Amount USD 113,500 CNY 1,400,000 NTD 1,236,000 |
|---|---|
| Currency USD CNY NTD |
382
-
(2)Lands and Buildings were provided by subsidiaries as collateral for bank loans both amounted to $1,881,890 thousand as of December 31, 2022 and 2021.
-
(3)The company provided Lands for subsidiaries as collateral for bank loans amounted to both $336,000 thousand as of December 31, 2022 and 2021.
14.Others
- (1)Miscellaneous income
| thers )Miscellaneous income |
||
|---|---|---|
| Relatedpartycategory/Name Subsidiaries Associate: Yieh United Steel Corp. Others Other related parties Total |
Year Ended December 31 | |
| 2022 $36,480 30,751 2,297 241 $69,769 |
2021 | |
| $36,269 33,432 221 58 |
||
$69,980 |
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 |
| 2022 2021 $25,890 $16,829 31,148 29,989 105,061 138,110 $162,099 $184,928 |
These were mainly technical service, and export cost, etc.
(3)Construction contracts
- (a)Construction contracts in progress with related parties as of December 31, 2022 were as follows:
| Type of related party/Name Subsidiaries Associates Other related party: New Spring Construction Corp. |
Name of construction Plant column beam renewal and assembly engineering, etc. Precision steel belt factory crane assembly engineering, etc. Ground structures construction for E-Da Asia Commercial Plaza, etc. |
Total contract price $7,616 83,136 4,119,005 |
contract assets / liabilities |
|---|---|---|---|
| $1,795 / $ - 45,158 /188 113,327 /653 |
383
- (b)Construction contracts in progress with related parties as of December 31, 2021 were as follows:
| Type of related party/Name Subsidiaries Associates Other related party: New Spring Construction Corp. |
Name ofconstruction Plant column beam renewal and assembly engineering, etc. Door type double host grab of overhead cranes, etc. Ground structures construction for E-Da Asia Commercial Plaza, etc. |
Total contract price $2,796 81,276 3,416,612 |
contract assets /liabilities |
|---|---|---|---|
| $754 / $ - 1,199 / 2,302 37,021 / - |
- 15.Where the Company participated in the cash offering by related parties and consequently increased its investment are disclosed as follows: 2022:
| 2022: | ||
|---|---|---|
| Investee Subsidiary: Hong Yuh Assets Management Co., Ltd. Great Emperor Hotel Co., Ltd. Corp. United Brightening Development Corp. Kuo Chang Enterprise Co., Ltd. Associate: Xinzhan Engineering and Management Consultants Co., Ltd. E-Da Bus Transportation Co., Ltd. Other related party: Skylark International Hotel Co., Ltd 2021: Investee Subsidiary: Hong Yuh Assets Management Co., Ltd. Great Emperor Hotel Co., Ltd. Corp. Great Emperor Hotel Co., Ltd. Corp. Kings Garden International Co., Ltd. |
Investment Increase Shares (thousand shares) Amount 32,800 328,000 25,000 257,500 7,167 71,670 2,971 29,712 320 3,200 1,025 10,252 5,472 54,718 InvestmentIncrease Shares (thousand shares) Amount 4,000 40,000 40,000 412,000 - 134,802 45,000 463,500 |
Shareholding Percentage Before Offering After Offering 80.00% 80.00% 58.17% 60.15% 95.56% 95.56% 99.04% 99.04% - 32.00% 17.09% 17.09% 13.68% 13.68% Shareholding Percentage Before Offering After Offering 80.00% 80.00% 54.55% 58.17% 58.17% (Note) 50.12% 54.89% |
| Shares (thousand shares) 4,000 40,000 - 45,000 |
Before Offering 80.00% 54.55% 58.17% 50.12% |
384
Associate: E-Da Visual Effects Company Limited. E-Da Bus Transportation Co., Ltd.
| 1,715 | 17,150 | 49.00% | 49.00% |
|---|---|---|---|
| 1,025 | 10,252 | 17.09% | 17.09% |
(Note) Prepaid investment
-
16.The Company entrusted the subsidiary, Yieh Phui America Inc., to sell the prepainted and galvanized steel coils amounted to $5,965,781 thousand and $8,099,594 thousand, respectively. Due to the above transactions, the contract liabilities were $0 thousand and $1,617,653 thousand as of December 31, 2022 and 2021, respectively.
-
17.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 the executive specialist of the Company due to regulation restriction. Accordingly, the lands are mortgage registered to the Company 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 |
|---|---|
| 2022 2021 $31,712 $37,697 12,536 5,127 - - - - - - $44,248 $42,824 |
8.PLEDGED ASSETS
The following assets have been pledged as collateral for long-term and short-term loans:
| Item Subtotal of other financial assets - current Pledged demand deposits Sub-total of other financial assets - noncurrent Pledged time deposits Property, plant and equipment (net) Investment properties Total |
December 31 2022 2021 $30,710 $55,001 304 160 5,381,147 6,091,631 - 443,349 $5,412,161 $6,590,141 |
|---|---|
| 2022 $30,710 304 5,381,147 - $5,412,161 |
9.SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED
CONTRACT COMMITMENTS
- (1)Guarantee notes issued to banks by the Company for loans and purchases performance totaled $25,717,711 thousand and $25,029,087 thousand of as December 31, 2022 and 2021, respectively.
385
-
(2) Guarantee notes received by the Company for its contract performance and creditor’s right totaled $158,275 thousand and $190,094 thousand as of December 31, 2022 and 2021, respectively.
-
(3)The unused letters of credit as of December 31, 2022 and 2021 are as follows:
| December 31,2022 L/C Amount SecurityDeposit NTD 387,728 - USD 9,745 - JPY 82,188 - |
December 31,2021 | December 31,2021 |
|---|---|---|
| L/C Amount NTD 387,728 USD 9,745 JPY 82,188 |
L/C Amount NTD 436,582 USD 45,176 JPY 2,606 |
SecurityDeposit |
- - - |
-
(4)For the Company’s endorsement for others as of the years ended December 31, 2022 and 2021, please refer to Note 7.3.13.
-
(5)As of December 31, 2022 and 2021, guarantees provided to banks by the Company for performance and warranty amounted to $35,097 thousand, and $62,619 thousand, respectively.
-
(6)The Company entered into raw material purchase agreements with suppliers of Hot Rolled Steel Coils, Zinc Ingot and Aluminum alloy, including INTELORG, TENNANT and KOREA ZINC, etc. The price was agreed on by both parties upon negotiation. As of December 31, 2022, the unperformed portion totaled 6,624 tons, amounting to $260,993 thousand.
-
(7)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 YIEH PHUI 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, 2022.
10.SIGNIFICANT DISASTER LOSS:NONE.
11.SIGNIFICANT SUBSEQUENT EVENTS:NONE.
The Company’s Board of Directors resolved on March 9, 2023 to cancel its treasury stocks. The amount of capital reduction was $92,330 thousand, with 9,233 thousand shares eliminated, and the capital reduction ratio was 0.47%. After capital reduction, the share capital was $19,758,650 thousand. The record date for capital reduction was set on March 15, 2023.
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.
386
(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 103,372 Investments accounted for using equitymethod USD:NTD 337,456 |
Exchange rate |
December31,2022 | December31,2022 | December31,2022 | ||
|---|---|---|---|---|---|---|
| Presented amount (New Taiwan Dollars) 3,174,547 10,363,261 |
SensitivityAnalysis | |||||
| Range of change UP1% UP1% |
Effects on profit or loss 31,745 - |
Effects on Equity |
||||
30.71 30.71 |
- 103,633 |
387
December 31, 2021
Sensitivity Analysis
| Amount in Foreign Currency (Foreign currency: Functional currency) Financial assets Monetaryitems USD:NTD 48,872 Investments accounted for using equitymethod USD:NTD 396,028 Financial liabilities Monetaryitems USD:NTD 41,724 JPY:NTD 809,321 |
Exchange rate 27.68 27.68 27.68 0.2405 |
Presented amount (New Taiwan Dollars) 1,352,791 10,962,053 1,154,909 194,642 |
Range of change UP1% UP1% UP1% UP1% |
Effects on profit or loss 13,528 - (11,549) (1,946) |
Effects on Equity |
|---|---|---|---|---|---|
| - 109,621 - - |
If NTD appreciates against the above-mentioned currencies, held all other variables constant, the impact generated as of December 31, 2022 and 2021 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 $369,283 thousand and $47,405 thousand for the years ended December 31, 2022 and 2021, 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 2022 and 2021 will increase or decrease by $339 thousand and $2,181 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 2022 and 2021 will increase or decrease by $7,330 thousand and $7,929 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 31,2022 $304 (908,045) ($907,741) |
December 31,2021 | |
| $160 (849,291) |
||
| ($849,131) |
388
With cash flow interest rate risk Financial assets $1,957,608 $527,309 Financial liabilities (15,900,305) (15,594,479) Net ($13,942,697) ($15,067,170)
- a. Sensitivity analysis of those with fair value interest rate risk: The Company does not classify any fixed-rate instruments as financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. In addition, the Company does not designate derivatives (interest rate swap) as hedge instruments under hedge accounting. Therefore, the change of interest rate at reporting date does not have influence on net income and other comprehensive income.
- 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 decrease (increase) in the market interest rate will increase (decrease) the net profit by ($139,427) thousand and ($150,672) thousand for 2022 and 2021, 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, 2022 and 2021, the top ten clients accounted for 71.52% and 60.34% of the Company’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 6.25 for details.
389
-
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:
| December31,2022 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 $- 33,914 732,973 $766,887 |
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 | ||
| $- | |||||
| - - |
|||||
| $- |
| December31,2021 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 $- 218,128 792,920 $1,011,048 |
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.
- (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:
390
| Non-derivative financial Liability |
December 31,2022 | December 31,2022 | December 31,2022 | ||||
|---|---|---|---|---|---|---|---|
| Within 6 months |
7-12 months | 1-2 years | 2-5 years | Over 5 years $ - - - - - 199,904 27,640 2,000 $229,544 |
Contractual cash flows $5,949,747 700,000 312,774 435,057 677,828 263,876 9,975,540 2,000 $18,316,822 |
Carrying amount |
|
| Short-term loans Short-term notes and bills payable Notes payable Accounts payable Other payables Lease liabilities (including current portion) Long-term loans (including current portion) Guarantee deposits Received Subtotal |
$4,794,747 700,000 312,774 435,057 674,450 7,653 790,476 - |
$1,155,000 - - - 3,378 8,673 590,476 - |
$ - - - - - 15,022 1,475,951 - |
$ - - - - - 32,624 7,090,997 - |
$5,949,747 698,755 312,774 435,057 677,828 209,290 9,950,558 2,000 |
||
| $7,715,157 | $1,757,527 |
$1,490,973 | $7,123,621 | $18,236,009 |
Further information on the maturity analysis of lease liabilities is as follows:
| Lessthan 1year 1-5 years 5-10 years 10-15 years 15-20 years Over 20 years Lease liabilities $16,326 $47,646 $52,318 $42,278 $42,277 $63,031 December 31,2021 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 $5,564,136 $200,000 $ - $ - $ - $5,764,136 Short-term notes and bills payable 650,000 - - - - 650,000 Notes payable 455,374 - - - - 455,374 Accounts payable 769,888 - - - - 769,888 Other payables 838,684 18,955 - - - 857,639 Lease liabilities (including current portion) 6,741 6,659 13,198 31,676 198,757 257,031 Long-term loans (including current portion) 125,190 302,269 1,308,380 8,085,140 42,020 9,862,999 Guarantee deposits Received - - - - 2,000 2,000 Subtotal $8,410,013 $527,883 $1,321,578 $8,116,816 $242,777 $18,619,067 |
Lessthan 1year | Lessthan 1year | 1-5 years |
1-5 years |
5-10 years | 5-10 years | 10-15 years | 10-15 years | 15-20 years |
15-20 years |
Over 20 years $63,031 |
Over 20 years $63,031 |
Total undiscounted lease payments |
Total undiscounted lease payments |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $16,326 | $47,646 | $52,318 | $42,278 |
$42,277 |
$263,876 | |||||||||
| December 31,2021 | ||||||||||||||
| Within 6 months |
7-12 months | 1-2 years | 2-5 years | Over 5 years |
Contractual cash flows |
Carrying amount |
||||||||
| Short-term loans Short-term notes and bills payable Notes payable Accounts payable Other payables Lease liabilities (including current portion) Long-term loans (including current portion) Guarantee deposits Received Subtotal |
$5,564,136 650,000 455,374 769,888 838,684 6,741 125,190 - |
$200,000 - - - 18,955 6,659 302,269 - |
$ - - - - - 13,198 1,308,380 - |
$ - - - - - 31,676 8,085,140 - |
$ - - - - - 198,757 42,020 2,000 |
$5,764,136 650,000 455,374 769,888 857,639 257,031 9,862,999 2,000 |
$5,764,136 648,832 455,374 769,888 857,639 200,459 9,830,343 2,000 |
|||||||
| $8,410,013 | $527,883 | $1,321,578 | $8,116,816 | $242,777 | $18,619,067 | $18,528,671 |
Further information on the maturity analysis of lease liabilities is as follows:
| follows: | |||||||
|---|---|---|---|---|---|---|---|
| Total | |||||||
| 15-20 | undiscounted | ||||||
| Lessthan 1year | 1-5 years | 5-10 years | 10-15 years | years | Over 20 years | lease payments | |
| Lease liabilities | $13,400 | $44,874 | $42,715 | $42,278 | $42,277 | $71,487 | $257,031 |
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.
391
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 other comprehensive income or loss - noncurrent Financial liabilities Financial liabilities measured at amortized costs Short-term loans Short-term notes and bills payable Notes payable 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 |
|---|---|---|
| 2022 $2,133,667 1,234,745 2,383,381 30,710 782,097 304 33,914 732,973 5,949,747 698,755 747,831 677,828 9,950,558 209,290 2,000 |
2021 | |
| $915,280 1,186,019 288,206 55,001 545,925 160 218,128 792,920 5,764,136 648,832 1,225,262 857,639 9,830,343 200,459 2,000 |
(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 6.12. For fair value of investments in associates with quoted prices in an open market, please refer to Note 6.9.
-
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 and beneficiary certificates with quoted market prices is included in Level 1.
Level 2
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3
Unobservable inputs for the asset or liability. The fair value of the Company’s investment in certain derivative instruments, equity investment without active market and investment property is included in Level 3.
392
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.
4. 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 Financial assets measured at FVTOCI Domestic unlisted stocks Domestic listed stocks Total 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 |
December 31,2022 | |||
| Level 1 $33,914 - 17,992 $51,906 |
Level 2 Level 3 $ - $ - - 714,981 - - $- $714,981 December 31,2021 |
Total | ||
$33,914 714,981 17,992 |
||||
$766,887 |
||||
| Level 1 $21,320 - - 24,244 $45,564 |
Level 2 $ - - - - $- |
Level 3 $ - 196,808 768,676 - $965,484 |
Total | |
| $21,320 196,808 768,676 24,244 |
||||
| $1,011,048 |
393
-
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.
-
(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 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
394
7. Statement of changes in Level 3 fair value hierarchy:
| Item Beginning balance Addition Disposal Proceeds from capital reduction Recognized in profit and loss Recognized in other comprehensive income Ending balance |
Investment in unquoted financial instruments Year Ended December 31 2022 2021 $965,484 $874,419 54,718 10,000 (196,808) - (26,184) (847) - (16,484) (82,229) 98,396 $714,981 $965,484 |
|---|---|
| 2022 $965,484 54,718 (196,808) (26,184) - (82,229) $714,981 |
- 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.
The unlisted company stocks held by the Company in an inactive market are mainly based on the market method and net asset value method to estimate the fair value. The market method is judgment is based on the same type of company evaluation, third party quotation, company net value and operating status assessment. The net assets method is based on the assets on the balance sheet of the enterprise as the main basis for evaluating the value of the enterprise.
-
Quantified information on value fair measured on the basis of major unobservable input value (Level 3):
-
Part of unlisted stocks are mainly based on market method and net asset value method, in which significant unobservable inputs include liquidity discounts and control premiums. When liquidity discounts decrease or control discount increase, the fair value of these investments will increase.
-
10.The sensitivity analysis of the fair value on assumption that could possibly and reasonable be substituted for measurement of Level 3 fair value:
The assets measured by the fair value of the third level of the fair value hierarchy of the Company are used to measure the significant unobservable inputs of fair value.
| Item | Evaluation technology |
Check the input value |
interval | Input value and fair value relationship |
|---|---|---|---|---|
| Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss |
Market Approach Market Approach |
Lack of liquidity discount rate Lack of liquidity discount rate |
10%~30% 10%~30% |
The higher the degree of lack of liquidity, the lower the fair value estimate The higher the degree of lack of liquidity, the lower the fair value estimate |
395
[Evaluation ] Check the[Input value and fair value ] Item interval technology input value relationship Net Asset Lack of 5%~15% The higher the degree of Value liquidity lack of liquidity, the Method discount rate lower the fair value estimate Control 5%~20% The higher the control discount discount, the lower the fair value estimate
-
(4) Transfer of financial assets: None.
-
(5) Offsetting financial assets and financial liabilities: None. Considering the increasingly fierce competition in the stainless steel market after the rise of the steel industry in China and Indonesia, The Group intends to achieve economies of scale in integration of production and marketing operations with Yieh United Steel Corp. through a strategic alliance with Tang Rong Iron Works Co., Ltd., and jointly boost the international competitiveness of Taiwan's stainless steel industry. The Company's Board of Directors resolved on May 4, 2022 to apply to the Fair Trade Commission for the merger of Tang Rong Iron Works Co., Ltd., which will jointly operate by Yieh United Steel Corp. The Group will carry out the plan of acquiring the equity of Tang Rong Iron Works Co., Ltd. after obtaining the permission of the Fair Trade Commission. The Group and Yieh United Steel Corp. will directly or indirectly acquire more than 1/3 or more than 50% equity of Tang Rong Iron Works Co., Ltd. through public acquisition or other means. After the application for this case was filed, it was rejected by the Fair Trade Commission in August 2022 because the submitted documents were still incomplete, and the Group will make up the documents and re-apply.
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 :None.
-
(f) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (Table 5)
-
(g) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 6)
-
(h) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 7)
-
(i) Trading in derivative instruments (Note 6.2)
-
B. Information on investees (Table 8)
-
C. Information on investments in mainland China (Table 9)
-
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 10)
396
TABLE 1
Yieh Phui Enterprise Co., Ltd. Financing provided to others For The Year Ended December 31, 2022
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 | Collateral | Limit on loans granted to a single party |
Ceiling on total loans granted |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 0 | Yieh Phui Enterprise Co., Ltd. |
Kuo Chang Enterprise Co., Ltd. |
Other receivables - relatedparty |
Y | 300,000 | 300,000 | 145,000 | 2.57%- 2.89% |
2 |
- | Operating capital |
- | - | - | 12,633,147 (Note 3) |
12,633,147 (Note 3) |
| United Brightening Development Corp. |
Other receivables - relatedparty |
Y | 700,000 | 700,000 |
325,000 |
2.57%- 2.89% |
2 |
- | Operating capital |
- | - | - | 12,633,147 (Note 3) |
12,633,147 (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 |
3,290,769 (RMB293,226) (USD 61,470) |
3,167,520 (RMB 290,238) (USD 61,470) |
3,167,520 (RMB 290,238) (USD 61,470) |
4.25%- 9.43% |
2 |
- | Operating capital |
- | - | - | 12,633,147 (Note 3) |
12,633,147 (Note 3) |
| 2 | Yieh Phui (China) Technomaterial Co.,Ltd. |
Tianjin Lianfa Precision Steel Corporation |
Long-term receivable – relatedparty |
Y | 225,360 (RMB 50,000) |
220,470 (RMB 50,000) |
220,470 (RMB 50,000) |
3.85%- 4.35% |
2 |
- | Operating capital |
- | - | - | 12,633,147 (Note 3) |
12,633,147 (Note 3) |
| 3 | Shin Yang Steel Co., Ltd. |
Yieh Phui (Hong Kong) Holdings Limited |
Other receivables - relatedparty |
Y | 213,045 (USD 7,000) |
- |
- | 2.00% | 2 |
- | Operating capital |
- | - | - | 808,490 (Note 2) |
808,490 (Note 1) |
| 4 | Applied Wireless Identifications Group, Inc. |
Yieh Phui (Hong Kong) Holdings Limited |
Other receivables - relatedparty |
Y | 89,680 (USD 3,200) |
- |
- | 2.35% | 2 |
- | Operating capital |
- | - | - | 152,473 (Note 2) |
152,473 (Note 1) |
| 5 | EMMT Systems Corporation |
Yieh Phui (Hong Kong) Holdings Limited |
Other receivables - relatedparty |
Y | 166,950 (USD 6,000) |
- |
- | 2.00% | 2 |
- | Operating capital |
- | - | - | 410,318 (Note 2) |
410,318 (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’.
397
TABLE 2
Yieh Phui Enterprise Co., Ltd. Endorsements/guarantees provided For The Year Ended December 31, 2022
Unit: Thousands of NT Dollar/ Foreign Currency
| No. | Endorser/ guarantor |
Party being endorsed/guaranteed | 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 |
31,582,868 | 6,310,080 (RMB 1,400,000) |
6,173,160 (RMB 1,400,000) |
1,726,280 (RMB 391,500) |
- |
19.55% | 31,582,868 |
Y | - | Y |
| Shin Yang Steel Co., Ltd. |
Subsidiary of the Company |
31,582,868 | 1,236,000 | 456,000 |
104,000 | 336,000 | 1.44% |
31,582,868 |
Y | - | - | ||
| Yieh Phui (Hong Kong) Holdings Limited |
Subsidiary of the Company |
31,582,868 | 4,717,425 (USD 155,000) |
3,500,940 (USD 114,000) |
3,256,054 (USD 50,750) (RMB 384,978) |
- |
11.08% | 31,582,868 |
Y | - | - | ||
| 1 | Shin Phui Steel Corporation (Note 2) |
Yieh Phui Enterprise Co., Ltd. |
Parent company of the company |
1,299,398 | 981,890 | 981,890 |
981,890 |
981,890 |
377.82% |
1,299,398 | - |
Y | - |
| 2 | Kings Garden International Co., Ltd.(Note 3) |
Great Emperor Hotel Co., Ltd. |
The same ultimate parent company |
29,408,020 | 8,175,000 | 8,175,000 |
8,175,000 |
8,175,000 |
194.59% |
29,408,020 | - |
- | - |
| 3 | Great Emperor Hotel Co., Ltd. (Note 4) |
Kings garden International Co., Ltd. |
The same ultimate parent company |
31,519,489 | 7,583,000 | 7,583,000 |
7,446,000 |
7,583,000 |
168.41% |
31,519,489 | - |
- | - |
| 4 | Shin Yang Steel Co., Ltd.(Note 6) |
Yieh Phui Enterprise Co., Ltd. |
Parent company of the company |
6,063,672 | 900,000 | 900,000 |
140,000 |
900,000 |
44.53% |
6,063,672 | - |
Y | - |
| 5 | Yieh Phui (China) Technomaterial Co., Ltd.(Note 5) |
Tianjin Lianfa Precision Steel Corporation |
Subsidiary of the Company |
9,296,274 | 44,756 (RMB 9,930) |
- |
- | - | - | 9,296,274 | Y | - | Y |
| 6 | Sin Bang Investment & Development Co., Ltd.(Note 7) |
United Brightening Development Corp. |
The same ultimate parent company |
484,562 | 200,000 | 200,000 |
200,000 |
200,000 |
82.55% |
484,562 | - | - | - |
398
-
(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 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 8): The net worth referred to above is based on the latest financial statements audited or reviewed by independent auditors.
399
TABLE 3
Yieh Phui Enterprise Co., Ltd. Marketable securities held (excluding investments in subsidiaries and associates) For The Year Ended December 31, 2022
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, 2022 | As of December 31, 2022 | As of December 31, 2022 | As of December 31, 2022 | Note |
|---|---|---|---|---|---|---|---|---|
| Shares (in thousands) |
**Carrying value ** | Ownership (%) | Fair value | |||||
| Yieh Phui Enterprise Co., Ltd. |
Fund/ JPMorgan Funds – US Technology Fund - JPM US TechnologyF(acc)–USD |
None | Financial assets at fair value through profit or loss - current |
1 | 2,865 |
- |
2,865 | |
| Fund/ KGI LOHAS Multi-Asset Fund | None | Financial assets at fair value through profit or loss - current |
500 | 4,877 |
- |
4,877 | ||
| Fund/ Amundi TW - Emerging Markets Green Bond Fund | None | Financial assets at fair value through profit or loss - current |
250 | 2,468 |
- |
2,468 | ||
| Fund/ UBS (TW) Multi Asset Risk Controlled Sustainable Fund |
None | Financial assets at fair value through profit or loss - current |
300 | 2,964 |
- |
2,964 | ||
| Fund/ Cathay US Premium Bond Fund | None | Financial assets at fair value through profit or loss - current |
500 | 4,933 |
- |
4,933 | ||
| Fund/ Mega Singapore Real Estate Income Fund | None | Financial assets at fair value through profit or loss - current |
500 | 4,900 |
- |
4,900 | ||
| Fund/ Mega Singapore Real Estate Income Fund | None | Financial assets at fair value through profit or loss - current |
300 | 2,940 |
- |
2,940 | ||
| Fund/ Yuanta 0-2 Year Investment Grade Corporate Bond Fund |
None | Financial assets at fair value through profit or loss - current |
800 | 7,967 |
- |
7,967 | ||
| Total | 33,914 | 33,914 | ||||||
| Stock/ Taiwan Ves-Power Co., Ltd. | Related party in substance |
Financial assets at fair value through other comprehensive income or loss - noncurrent |
252 | 50,496 |
3.60% |
50,496 |
||
| Stock/ New Spring Construction Corp. | Related party in substance |
Financial assets at fair value through other comprehensive income or loss - noncurrent |
17,003 | 137,049 |
15.49% |
137,049 |
||
| Stock/ Taiwan Implant Technology Company, Ltd. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
701 | 3,516 |
4.20% |
3,516 |
||
| Stock/ Sunny Bank | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
4,912 | 51,051 |
0.15% |
51,051 |
400
| Securities held by | Marketable securities | Relationship with the securities issuer |
General ledger account | As of December 31, 2022 | As of December 31, 2022 | As of December 31, 2022 | As of December 31, 2022 | Note |
|---|---|---|---|---|---|---|---|---|
| Shares (in thousands) |
**Carrying value ** | Ownership (%) | Fair value | |||||
| Yieh Phui Enterprise Co., Ltd. |
Stock/ Universal Venture Capital Investment Co., Ltd. |
None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
1,100 | 7,064 |
0.91% |
7,064 |
|
| Stock/ Yieh Corporation Limited | Related party in substance |
Financial assets at fair value through other comprehensive income or loss - noncurrent |
200 | 111,065 |
3.51% |
111,065 |
||
| 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 | 3,565 |
3.00% |
3,565 |
||
| Stock/ Image DJ 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 |
830 | 5,613 |
0.79% |
5,613 |
||
| Stock/ Skylark International Hotel Co., Ltd. | Related party in substance |
Financial assets at fair value through other comprehensive income or loss - noncurrent |
26,000 | 318,020 |
13.68% |
318,020 |
||
| Stock/ Neolink Capital Corp. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
2,100 | 16,985 |
2.57% |
16,985 |
||
| Stock/Taiwan Enterprise No.1 Venture Capital Limited Partnership |
None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
- | 10,022 | - |
10,022 | ||
| Stock/ Asia Pacific Telecom Co., Ltd. | None | Financial assets at fair value through other comprehensive income or loss - noncurrent |
2,949 | 17,992 |
0.07% |
17,992 |
||
| Total | 732,973 | 732,973 | ||||||
| Worthing Honor Holdings Ltd. |
Stock/ SEE Corporation | None | Financial assets at fair value through profit or loss - current |
1 | - |
- | - | |
| United Brightening Development Corp. |
Fund/ Yuanta 0-2 Year Investment Grade Corporate Bond Fund |
None | Financial assets at fair value through profit or loss - current |
300 | 2,987 | - |
2,987 | |
| Kings garden International Co., Ltd. |
Fund/SinoPac ESG Global Digital Infrastructure Fund |
None | Financial assets at fair value through profit or loss - current |
300 | 2,787 |
- |
2,787 | |
| Great Emperor Hotel Co., Ltd. |
Fund/ UBS (TW) Multi Asset Risk Controlled Sustainable Fund |
None | Financial assets at fair value through profit or loss - current |
500 | 4,940 |
- | 4,940 | |
| Shin Yang Steel Co., Ltd. |
Fund/ Neuberger Berman US Short Duration Non-Investment Grade Bond Fund |
None | Financial assets at fair value through profit or loss - current |
500 | 5,000 |
- |
5,000 | |
| Fund/ Mega Singapore Real Estate Income | None | Financial assets at fair value through profit or loss - current |
300 | 2,941 |
- |
2,941 | ||
| Fund/ KGI LOHAS Multi-Asset Fund | None | Financial assets at fair value through profit or loss - current |
300 | 2,926 |
- |
2,926 | ||
| Total | 10,867 | 10,867 | ||||||
| Zhengzi Technology Co., Ltd | Related party in substance |
Financial assets at fair value through other comprehensive income - noncurrent |
293 | 4,448 |
19.50% |
4,448 |
401
| Securities held by | Marketable securities | Relationship with the securities issuer |
General ledger account | As of December 31, 2022 | As of December 31, 2022 | As of December 31, 2022 | As of December 31, 2022 | Note |
|---|---|---|---|---|---|---|---|---|
| Shares (in thousands) |
**Carrying value ** | Ownership (%) | Fair value | |||||
| EMMT Systems Corporation |
Fund/ Yuanta 2-10 Year Investment Grade Corporate Bond Fund |
None | Financial assets at fair value through profit or loss - current |
180 | 1,776 |
- |
1,776 | |
| Fund/ SinoPac ESG Global Digital Infrastructure Fund | None | Financial assets at fair value through profit or loss - current |
180 | 1,672 |
- |
1,672 | ||
| Total | 3,448 | 3,448 | ||||||
| Yieh Hsing Enterprise Co., Ltd |
Fund/ TCB Dah-Fa Fund | None | Financial assets at fair value through profit or loss - current |
39 | 1,563 |
- |
1,563 | |
| Fund/ FSITC Global Utilities and Infrastructure Fund | None | Financial assets at fair value through profit or loss - current |
212 | 2,881 |
- |
2,881 | ||
| Fund/ KGI LOHAS Multi-Asset Fund | None | Financial assets at fair value through profit or loss - current |
300 | 2,926 |
- |
2,926 | ||
| Fund/ Amundi TW - Emerging Markets Green Bond Fund | None | Financial assets at fair value through profit or loss - current |
250 | 2,468 |
- |
2,468 | ||
| Fund/ Mega Singapore Real Estate Income | None | Financial assets at fair value through profit or loss - current |
300 | 2,940 |
- |
2,940 | ||
| Fund/ Hua Nan Global Carbon Neutral Megatrend Index Fund |
None | Financial assets at fair value through profit or loss - current |
300 | 2,736 |
- |
2,736 | ||
| Fund/ Hua Nan Taiwan Environmental Sustainability and High Dividend Index Fund |
None | Financial assets at fair value through profit or loss - current |
300 | 3,015 |
- |
3,015 | ||
| Fund/ Yuanta 0-2 Year Investment Grade Corporate Bond Fund |
None | Financial assets at fair value through profit or loss - current |
300 | 2,987 |
- |
2,987 | ||
| Total | 21,516 | - | 21,516 | |||||
| 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 | 3,566 |
3.00% |
3,566 |
402
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, 2022
Unit: Thousand Shares;Thousands of NT Dollar
| **Investor ** | Marketable securities |
General ledger account |
Counterparty | Relationship with the **investor ** |
Beginning balance | Beginning balance | **Addition ** | **Addition ** | **Disposal ** | **Disposal ** | Ending balance | 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. |
Hong Yuh Assets Management Co.,Ltd. |
Investments accounted for using equity method |
Capital increase by cash |
Subsidiary of the Company |
123,920 | 391,963 | 32,800 | 197,746 (Note 1) |
- | - | - | - | 156,720 | 589,709 |
| Hong Yuh Assets Management Co., Ltd. |
Lien-Hsin steel Co., Ltd. |
Investments accounted for using equity method |
Capital increase by cash |
Subsidiary of the Company |
1,740 | 290,022 | 1,140 | 200,443 (Note 2) |
- | - | - | - | 2,880 | 490,465 |
(Note 1): Including capital increase by cash of $328,000 thousand, income and loss on investment accounted for using equity method and the share of other comprehensive income in the amount of ($74,857) thousand and accumulated earning/loss of ($55,397) thousand recognized according to shareholding percentage.
(Note 2): Including capital increase by cash of $349,331 thousand, income and loss on investment accounted for using equity method and the share of other comprehensive income in the amount of $(79,642) thousand and accumulated earning/loss of $(69,246)thousand recognized due to the failure to subscribe to new shares in proportion to its shareholding percentage.
403
TABLE 5
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, 2022
| Unit:Thousands of NT Dollars/ForeignCurrency | Unit:Thousands of NT Dollars/ForeignCurrency | Unit:Thousands of NT Dollars/ForeignCurrency | Unit:Thousands of NT Dollars/ForeignCurrency | Unit:Thousands of NT Dollars/ForeignCurrency | Unit:Thousands of NT Dollars/ForeignCurrency | Unit:Thousands of NT Dollars/ForeignCurrency | Unit:Thousands of NT Dollars/ForeignCurrency | Unit:Thousands of NT Dollars/ForeignCurrency | Unit:Thousands of NT Dollars/ForeignCurrency | Unit:Thousands of NT Dollars/ForeignCurrency | Unit:Thousands of NT Dollars/ForeignCurrency | Unit:Thousands of NT Dollars/ForeignCurrency |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Real estate disposed by |
Real estate | Transaction date or date of the event |
Acquisition date |
Carrying value |
Transaction amount(Note2) |
Status of collection of proceeds |
Gain (loss) on disposal (Note1) |
Counterparty | Relationship with the seller |
Reason for disposal |
Price reference |
Other terms |
| Yieh Phui Enterprise Co., Ltd. |
Lands located at Yuliao Rd., Qiaotou Dist. and Ding-Yen-Tien Section in Qiaotou District. with a total area of 7,623.38 square and the buildings located on Yuliao Rd., Qiaotou Dist in Qiaotou District, with a total area of 353.68 square meters |
August 8, 2022 |
December 19 ,2003 ~ January 31,2005 |
784,419 | 2,566,535 | 768,156 | 1,782,116 | Shin Yang Steel Co., Ltd. |
Subsidiary of the Company |
Long-term business planning of the Group |
Evermore Real Estate Appraisers Firm and Mega Real Estate Appraisers Firm |
None |
(Note 1): The target of the transaction is a 100%-owned subsidiary of the Company, so the disposal gain of $1,782,116 thousand will be fully written off.
(Note 2): The amount of the contract price without tax minus the necessary fee.
404
TABLE 6
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, 2022
| 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. |
- | - | - | - | - | ||
| 5,440,217 | 22.91% |
||||||||||
| 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 |
- |
- | 25,249 | 2.04% |
Accounts receivable | |||
| 385,133 | 1.15% |
||||||||||
| Purchases | T/T or Sight L/C before goods acceptance. |
- | - | 5,343 | 1.23% |
Accounts payable | |||||
| 504,675 | 2.13% |
||||||||||
| Yieh Corporation Limited |
Related party in substance |
Sales | 1-2 months |
- | - | - | - | - | |||
| 1,445,599 | 4.31% |
||||||||||
| Asiazone Co., Limited | An investee accounted for using equitymethod |
Sales | 1-2 months |
- | - | 340,496 | 27.62% |
Accounts receivable |
|||
| 2,478,348 | 7.39% |
||||||||||
| Shin Yang Steel Co., Ltd. |
Subsidiary of the Company |
Sales | 750,604 | 2.24% |
1-2 months |
- | - | 32,404 | 2.62% |
Accounts receivable |
|
| New Spring Construction Corp. |
Related party in substance |
Sales | 114,385 | 0.34% |
Pursuant to the agreement |
- | - | - | - | - | |
| Shin Phui Steel Corporation |
Subsidiary of the Company |
Sales | 236,611 | 0.71% |
1-2 months |
- | - | 5,447 | 0.44% |
Accounts receivable |
405
| 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 |
Unitprice | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| Shin Yang Steel Co., Ltd. |
Yieh United Steel Corporation |
An investee accounted for using equity method |
Purchases | 549,804 | 12.54% | T/T or Sight L/C before goods acceptance. |
- | - | - | - | - |
| Yieh Phui (China) Technomaterial Co., Ltd. |
Tianjin Lianfa Precision Steel Corporation |
Subsidiaries | Sales | 366,475 (RMB 82,902) |
1.14% | 1-4 months | - | - | 158,103 (RMB 35,855) |
31.29% | Accounts receivable |
| Asiazone Co., Limited |
An investee of the Parent Company under equity method. |
Sales | 229,815 (USD 8,033) |
0.74% | 1-2 months | - | - | 12,505 (USD 407) |
2.47% | Accounts receivable |
|
| Yieh Hsing Enterprise Co., Ltd. |
Yieh United Steel Corporation |
An investee accounted for using equity method |
Purchases | 3,507,318 | 67.95% | T/T or Sight L/C before goods acceptance. |
- | - | 59 | 0.05% | Accounts payable |
| Asiazone Co., Limited |
An investee of the Parent Company under equity method. |
Purchases | 110,729 | 2.15% | Payment 120 days after B/L date |
- | - | - | - | - |
(Note 1): For the year ended December 31, 2022. The amount of associated companies entrusted the Company to sell stainless steel coils to the European Union amounted to $251,194 thousand, and the purchase amount of the aforementioned transaction was $245,682 thousand, The Company recognizes income on a net basis for the transaction, and the above disclosed purchase amount does not include the purchase of commissioned sales.
(Note 2):Transactions between the aforesaid subsidiaries and the parent company are eliminated.
406
TABLE 7
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, 2022
| 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 | 340,496 | 11.25 | - | - | 162,387 | - |
| Kuo Chang Enterprise Co., Ltd |
Subsidiaries | 145,000 | (Note 1) | - | - | - | - | |
| United Brightening Development Corp. |
Subsidiaries | 325,000 | (Note 1) | - | - | - | - | |
| Shin Yang Steel Co., Ltd. | Subsidiaries | 1,801,941 | (Note 2) | - | - | 1,123 | - | |
| Yieh Phui (Hong Kong) Holdings Limited |
Yieh Phui (China) Technomaterial Co., Ltd. |
Subsidiaries | 3,167,520 (RMB 290,238) (USD 61,470) |
(Note 1) | - | - | - | - |
| Yieh Phui (China) Technomaterial Co., Ltd. |
Tianjin Lianfa Precision Steel Corporation |
Subsidiaries |
220,470 (RMB50,000) |
(Note 1) | - | - | - | - |
| 158,103 (RMB 35,855) |
1.81 |
- | - | RMB 4,741 | - |
(Note 1): These are accounts receivable financing, on which the calculation of turnover doesn’t apply.
(Note 2): These are other receivable, on which the calculation of turnover doesn’t apply. (Note 3): Amounts received as of March 9, 2023.
407
TABLE 8
Yieh Phui Enterprise Co., Ltd. Information on Investees For The Year Ended December 31, 2022
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 | 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, 2022 |
December 31, 2021 |
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 |
100.00% |
9,256,089 |
(850,249) |
(850,250) | |
| Eliter International Corp. | Kaohsiung City | Construction of buildings |
3,030,403 | 2,833,595 |
303,290 |
30.23% |
2,759,689 |
(138,492) |
(42,837) | ||
| Yieh Hsing Enterprise Co., Ltd. | Kaohsiung City | Wire rods trading | 2,261,296 | 2,261,296 |
304,654 |
57.41% |
626,158 |
(694,654) |
(387,955) | ||
| Tangeng Iron Works Co., Ltd. | Kaohsiung City | Steel trading | 1,453,572 | 1,453,572 |
39,553 |
11.30% |
1,323,778 |
(224,948) |
(25,421) | ||
| E-Da Development Corp. | Kaohsiung City | Leisure development | 2,096,196 | 2,096,196 |
209,619 |
28.44% |
891,318 |
(416,509) |
(118,465) | ||
| United Brightening Development Corp. |
Kaohsiung City | Technical consultation for steel products manufacturing |
1,887,263 | 1,815,593 |
158,060 |
95.56% |
1,696,410 |
(65,503) |
(62,597) | ||
| Shin Yang Steel Co., Ltd. | Kaohsiung City | Steel products related business |
870,000 | 870,000 |
98,220 |
100.00% |
238,963 |
983,194 |
981,580 |
||
| Yieh Mau Corp. | Kaohsiung City | Trading & manufacturing |
422,605 | 422,605 |
61,925 |
23.00% |
795,650 |
254,422 |
97,444 |
||
| Kuo Chang Enterprise Co., Ltd. | Kaohsiung City | Wholesale of hardware | 1,385,973 | 1,356,261 |
110,341 |
99.04% |
1,256,257 |
(38,633) |
(38,262) | ||
| Asiazone Co., Limited | Hong Kong | Steel trading | 595,424 | 595,424 |
15,090 |
32.80% |
705,651 |
(1,979) |
(649) | ||
| Shin Phui Steel Corporation | Kaohsiung City | Trading of steel products | 214,236 | 214,236 |
23,917 |
100.00% |
264,436 |
3,370 |
4,411 |
||
| Sin Bang Investment & Development Co.,Ltd. |
Kaohsiung City | Investment | 263,709 | 263,709 |
19,103 |
100.00% |
242,281 |
(4,971) |
(4,971) |
408
| 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, 2022 |
December 31, 2021 |
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 |
310,349 | 310,348 |
53,724 |
78.51% |
805,359 |
233,994 |
183,710 |
|
| Good Honor Holdings Ltd. | British Virgin Islands |
Investment | 14,723 | 14,723 |
46 |
100.00% |
4,214 |
12 |
12 |
||
| Gen-Wan Technology Corp. | Kaohsiung City | Telecommunication | 148,611 | 148,610 |
4,900 |
86.99% |
71,091 |
17,280 |
15,032 |
||
| Cheng Shin Security Co., Ltd. | Kaohsiung City | Security | 14,000 | 14,000 |
1,400 |
35.00% |
7,621 |
96 |
34 |
||
| E-Da Bus Transportation Co., Ltd. |
Kaohsiung City |
Bus transportation | 70,259 | 60,007 |
1,845 |
17.09% |
2,941 |
(49,030) |
(8,377) | ||
| E-DA Tour Bus Co., Ltd. | Kaohsiung City | Bus transportation | 20,900 | 20,900 |
1,349 |
19.00% |
10,660 |
(8,776) |
(1,667) | ||
| Worthing Honor Holdings Ltd. | British Virgin Islands |
Investment | 6,672 | 6,672 |
100 |
100.00% |
2,846 |
10 |
9 |
||
| E United Japan Co., Ltd. | Japan | Steel trading | 8,027 | 8,027 |
- |
47.00% | 3,929 |
291 |
137 |
||
| Skylark Hot Spring & Resort Corp. |
Kaohsiung City |
Hotel industry | 11,700 | 11,700 |
1,170 |
14.63% |
- |
(1,248) | - | ||
| E-Da Entertainment Co., Ltd. | Kaohsiung City | Entertainment industry | 74,100 | 74,100 |
7,410 |
19.00% |
55,549 |
(1,230) |
(234) | ||
| Li Hui Development Co., Ltd. | Kaohsiung City | Investment | 321,216 | 321,216 |
69,681 |
44.56% |
298,202 |
34,034 |
(2,541) |
(Note 1) | |
| Ji Chang Enterprise Co., Ltd. | Kaohsiung City | Investment | 5,050 | 5,050 |
1,042 |
45.00% |
4,546 |
466 |
(99) |
(Note 1) | |
| Yieh United Steel Corporation | Kaohsiung City | Steel products related businesses |
5,023,625 | 5,023,625 |
676,661 |
25.82% |
3,858,815 |
(414,634) |
(156,431) | (Note 1) | |
| Hong Yuh Assets Management Co., Ltd. |
Kaohsiung City | Management service | 1,535,200 | 1,207,200 |
156,720 |
80.00% |
589,709 |
(87,679) |
(70,143) | ||
| E-Da Visual Effects Company Limited. |
Kaohsiung City | Entertainment industry | 27,543 | 27,543 |
3,185 |
49.00% |
- |
(8,962) | (207) |
409
| 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, 2022 |
December 31, 2021 |
Shares (in thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Yieh Phui Enterprise ~~C~~o., Ltd. |
Lian So(H.K) Co., Limited | Hong Kong | Investment | 507,342 | 507,342 |
16,560 |
80.00% |
261,779 |
(62,771) |
(50,217) | |
| E-Da Health Biotechnology Co., Ltd. |
Kaohsiung City |
Manufacturer of food additives |
- | 3,800 | - |
- | - | (12) | (2) | ||
| Yieh Phui America Inc. | U.S. | Trading of steel products |
292 | 292 |
1 |
100.00% |
132,682 |
11,317 |
11,317 |
||
| Great Emperor Hotel Co., Ltd. | Kaohsiung City | Hotel industry | 3,265,100 | 3,007,600 |
317,000 |
60.15% |
2,708,506 |
(407,912) |
(243,390) | ||
| Kings Garden International Co., Ltd. |
Kaohsiung City |
Leasing, sales, and development of residential and commercial buildings, department stores |
2,657,400 | 2,657,400 |
258,000 |
54.89% |
2,306,161 |
(270,909) |
(148,712) | ||
| Xinzhan Engineering and Management Consulting Co., Ltd. |
Kaohsiung City | Computer equipment management and information technology consulting |
3,200 | - |
320 | 32.00% |
1,436 |
(5,513) |
(1,764) | ||
| Total | 35,961,873 | 35,068,529 |
31,182,726 | (2,216,128) |
(921,505) | ||||||
| Shin Phui Steel Corporation |
Groupco Technology Inc. | Taichung City | RADIO | 37,492 | 37,492 |
3,830 |
42.53% |
3,807 |
(346) |
(147) | |
| Yieh United Steel Corporation |
Kaohsiung City | Steel products related businesses |
24,562 | 24,562 |
3,178 |
0.12% |
18,110 |
(414,634) |
(735) | (Note 1) | |
| Great Emperor Hotel Co., Ltd. | Kaohsiung City | Hotel industry | 515 | 515 |
50 |
0.01% |
427 |
(407,912) |
(39) | ||
| Kings Garden International Co., Ltd. |
Kaohsiung City | Leasing, sales, and development of residential and commercial buildings, department stores |
515 | 515 |
50 |
0.01% |
447 |
(270,909) |
(29) | ||
| Gen-Wan Technology Corp. |
EMMT Systems Corporation |
Taichung City | Manufacturing and marketing of military specification printed circuit boards |
27,630 | 27,630 |
5,118 |
7.48% |
76,719 |
233,994 |
17,500 |
|
| EMMT Systems Corporation |
Groupco Technology Inc. | Taichung City | RADIO | 45,000 | 45,000 |
4,500 |
49.97% |
4,474 |
(346) |
(173) | |
| Applied Wireless Identifications Group,Inc. |
San Francisco, US | RFID | 242,545 | 242,545 |
40,488 |
88.69% |
338,057 |
61,818 |
55,014 |
||
| UniPattern Corporation | Kaohsiung City | Manufacturing of computer andperipherals |
54,960 | 54,960 |
5,200 |
43.33% |
68,858 |
15,591 |
533 |
410
| 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, 2022 |
December 31, 2021 |
Shares (in thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Applied Wireless Identifications Group,Inc. |
AWID Asia Co., Ltd. | Kaohsiung City | Telecommunications equipment wholesale |
- | 69,454 | - |
- | - | (3,074) | (3,074) | |
| Shin Yang Steel Co., Ltd. |
Yieh United Steel Corporation |
Kaohsiung City | Steel products related businesses |
17,385 | 17,385 |
2,195 |
0.08% |
12,510 |
(414,634) |
(507) | (Note 1) |
| Xinzhan Engineering and Management Consulting Co., Ltd. |
Kaohsiung City | Manpower dispatching industry |
500 | - |
50 | 5.00% |
224 |
(5,513) |
(276) | ||
| Sin Bang Investment & Development Co.,Ltd. |
Tangeng Iron Works Co., Ltd. | Kaohsiung City | Steel trading | 265,482 | 265,482 |
7,224 |
2.07% |
241,776 |
(224,948) |
(4,643) | |
| Kuo Chang Enterprise Co., Ltd. |
Yieh United Steel Corporation |
Kaohsiung City | Steel products related businesses |
439,197 | 439,197 |
56,817 |
2.17% |
323,824 |
(414,634) |
(13,135) | (Note 1) |
| Eliter International Corp. | Kaohsiung City | Construction of buildings | 256,709 | 241,748 | 25,053 |
2.50% |
228,036 |
(138,492) |
(3,438) | ||
| Tangeng Iron Works Co., Ltd. |
Kaohsiung City | Steel trading | 786,714 | 786,714 |
21,328 |
6.09% |
1,012,185 |
(224,948) |
(13,708) | ||
| United Brightening Development Corp. |
Chao Ying Investment Development Co., Ltd. |
Kaohsiung City | Investment | 341,992 | 341,992 |
30,400 |
100.00% |
298,424 |
(6,262) |
(6,262) | |
| Yieh United Steel Corporation |
Kaohsiung City | Steel products related businesses |
449,508 | 449,508 |
58,151 |
2.22% |
331,426 |
(414,634) |
(13,443) | (Note 1) |
|
| Tangeng Iron Works Co., Ltd. | Kaohsiung City | Steel trading | 1,177,838 | 1,177,838 |
32,050 |
9.16% |
1,500,949 |
(224,948) |
(20,599) | ||
| Eliter International Corp. | Kaohsiung City | Construction of buildings | 368,542 | 363,755 |
34,292 |
3.42% |
312,127 |
(138,492) |
(3,496) |
411
| 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, 2022 |
December 31, 2021 |
Shares (in thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Chao Ying Investment Development Co.,Ltd. |
Tangeng Iron Works Co., Ltd. | Kaohsiung City | Steel trading | 336,957 | 336,957 |
8,898 |
2.54% |
297,802 |
(224,948) |
(5,719) | |
| Hong Yuh Assets Management Co., Ltd. |
Lien-Hsin Steel Co., Ltd. | Indonesia | Metal manufacturing industry |
891,697 | 542,365 |
2,880 |
61.74% |
490,465 |
(132,882) |
(73,751) | |
| Prepayment of stock subscription- Lien-Hsin Steel Co.,Ltd. |
Indonesia | Metal manufacturing industry |
55,440 | 55,440 |
- |
- | 55,440 | - |
- | ||
| Lien-Sheng Steel Co., Ltd. | Indonesia | Metal manufacturing industry |
1,633 | 1,633 |
0.05 |
10.00% |
190 |
(292) |
(29) | ||
| Lien-Hung Mining Co., Ltd. | Indonesia | Nickle mining | 100,303 | 100,303 |
3,787 |
19.00% |
77,285 |
157,355 |
23,666 |
||
| Prepayment of stock subscription - Lien-Hung MiningCo.,Ltd. |
Indonesia | Nickle mining | 7,367 | 7,367 |
- |
- | 7,367 | - |
- | - |
|
| Lien-Heng Mining Co., Ltd. | Indonesia | Nickle mining | 9,371 | 9,371 |
381 |
75.00% |
(38,591) |
4,949 | 3,712 |
||
| 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% |
39,199 |
(9,825) |
(9,825) | ||
| Lian So (H.K) Co., Limited |
Lien-Sheng Steel Co., Ltd. | Indonesia | Metal manufacturing industry |
13,820 | 12,456 |
0.45 |
90.00% |
1,711 |
(292) |
(263) | |
| Lian Yang (Hong Kong) TradingLimited |
Hong Kong | Trading business | 3,071 | 2,768 |
100 |
100.00% |
14,269 |
9 |
9 |
||
| Lien-Hsin Steel Co., Ltd. | Indonesia | Metal manufacturing industry |
548,174 | 494,088 |
1,785 |
38.26% |
303,986 |
(132,882) |
(58,509) | ||
| Lien-Hsin Steel Co., Ltd. |
Lien-Hung Mining Co., Ltd. | Indonesia | Nickle mining | 410,207 | 410,207 |
16,142 |
81.00% |
317,527 |
157,355 |
100,895 |
|
| Prepayment of stock subscription - Lien-Hung Mining Co.,Ltd. |
Indonesia | Nickle mining | 72,393 | 72,393 |
- |
- | 72,393 | - |
- | ||
| Lien-Heng Mining Co., Ltd. | Indonesia | Nickle mining | 18,586 | 18,586 |
127 |
25.00% |
(12,864) |
4,949 | 1,237 |
412
| **Investor ** | Investee | **Location ** | Mainbusiness 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, 2022 |
December 31, 2021 |
Shares (in thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Yieh Hsing Enterprise Co., Ltd. |
Great Emperor Hotel Co., Ltd. |
Kaohsiung City | Hotel industry | 2,099,500 | 2,099,500 |
209,950 |
39.84% |
1,793,851 |
(407,912) |
(164,483) | |
| 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 |
45.10% |
1,894,538 |
(270,909) |
(122,168) | ||
| United Winner Metals L.P | Virginia, US | Scrap steel recycling | 107,149 | 107,334 |
- |
33.75% | 108,171 |
13,842 |
4,672 |
||
| Cheng Shin Security Co., Ltd. | Kaohsiung City | Security | 4,000 | 4,000 |
400 |
10.00% |
2,178 |
96 |
10 |
||
| Eliter International Corp. | Kaohsiung City | Construction of buildings | 748,895 | 704,450 |
74,427 |
7.42% |
677,439 |
(138,492) |
(10,215) | ||
| E-Da Development Corp. | Kaohsiung City | Leisure development | 437,915 | 437,915 |
43,791 |
5.94% |
187,724 |
(416,509) |
(24,748) | ||
| Yieh United Steel Corporation |
Kaohsiung City | Steel products related business |
20,204 | 20,204 |
2,542 |
0.10% |
14,491 |
(414,634) |
(588) | (Note 1) | |
| E-Da Health Biotechnology Co., Ltd. |
Kaohsiung City | Manufacturer of food additives |
- | 3,800 | - |
- | - | (12) | - | ||
| Xinzhan Engineering and Management Consulting Co., Ltd. |
Kaohsiung City | Manpower dispatching industry |
800 | - |
80 | 8.00% |
359 |
(5,513) |
(441) | ||
| Kings Garden International Co., Ltd. |
Hua Li International Co., Ltd. | Kaohsiung City | Daily necessities, cosmetics wholesaler |
110,000 | 60,000 |
11,000 |
100.00% |
46,397 |
(32,336) |
(32,336) | |
| E-Mau Development Co., Ltd. | Kaohsiung City | Department stores, amusement parks, and hotel industry |
27,520 | 27,520 |
2,752 |
12.80% |
27,408 |
(344) |
(44) | ||
| Great Emperor Hotel Co., Ltd. |
E-Mau Development Co., Ltd. |
Kaohsiung City | Department stores, amusement parks, and hotel industry |
27,520 | 27,520 | 2,752 |
12.80% |
27,408 |
(344) |
(44) |
(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.
413
TABLE 9
Yieh Phui Enterprise Co., Ltd. Information on Investment in Mainland China For The Year Ended December 31, 2022
Unit: Thousands of NT Dollar/ Foreign Currency
| Name of | Investee in Mainland China |
Main business activities |
Main business activities |
Total Amount of Paid-in Capital |
Investment method (Note 1) |
Accumulated Outflow of Investment from Taiwan as of January 1, 2022 |
Accumulated Outflow of Investment from Taiwan as of January 1, 2022 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2022 |
Accumulated Outflow of Investment from Taiwan as of December 31, 2022 |
Net Income (Loss) of the Investee |
Ownership held by the Company (direct or indirect) (%) |
Share of Profit/Loss (Note 2) |
Share of Profit/Loss (Note 2) |
Carrying Amount as of December 31, 2022 |
Accumulated Inward Remittance of Earnings as of December 31, 2022 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
7,253,702 (USD 236,200) (Note 6) |
(2) a | 7,170,785 (USD 233,500) |
- | - | 7,170,785 (USD 233,500) |
(861,539) | 100% | (861,539) (2) 2 |
9,296,274 | - | ||||
| Changshou ChangHuei Trading Co. |
Trading of steel products |
44,094 (RMB 10,000) |
(2) a (Note 4) |
- | - | - | - | 532 | 100% | 532 (2) 3 |
47,837 | - | |||||
| Tianjin Lianfa Precision Steel Corporation |
Manufacturing and marketing of special high grade alloy |
414,585 (USD 13,500) |
(2) a (Note 5) |
- | - | - | - | (53,606) | 100% | (53,606) (2) 2 |
(186,261) | - | |||||
| Investee in Mainland China |
Accumulated Investment in Mainland China as of December 31, 2022 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment | ||||||||||||||
| Investor | |||||||||||||||||
| Yieh Phui Enterprise Co., Ltd. | Yieh Phui (China) Technomaterial Co., Ltd. | 7,170,785 (USD 233,500) | 7,253,702 (USD 236,200) | 18,949,721 |
(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
414
(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.
1. Financial statements audited and certified by the international CPA firms that cooperates with ROC CPA firms.
2. 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: 30.71; RMB: NTD 1: 4.4094). Investment gain or loss recognized in the current period is converted using the average exchange rate in from January 1 to December 31, 2022 (USD: NTD 1: 29.7181; RMB: NTD 1: 4.4204).
-
(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, 2022, 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.
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(Note 6): Yieh Phui (China) Technomaterial Co., Ltd. recapitalized its retained earnings of USD 2,700 thousand in April 2016.
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(Note 7): AWID Changshou Co., Ltd.. was liquidated in June 2021, AWID Sanghai Co., Ltd.. was liquidated in July 2020, 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$ 529,431 thousand by investees in China that were disposed of.
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(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, 2022, directly or indirectly through the third area are as follows:
-
Significant transactions between the Company and investees in China: Table 6 attached ~ Table 7 attached in Note 13.
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Financing between the Company and investees in China: Table 1 attached in Note 13.
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Endorsement and guarantee provided by the Company for investees in China: Table 2 attached in Note 13.
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TABLE 10
Yieh Phui Enterprise Co., Ltd. Information of Major Shareholders December 31, 2022
| Name of major shareholder | Number of shares | Percentage of ownership (%) |
|---|---|---|
| Yieh United Steel Corporation | 317,210,602 | 15.97% |
| Weiqiao Investment Development Co., Ltd. | 216,005,528 | 10.88% |
- 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, 2022. The share capital in 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.
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Company seal: Yieh Phui Enterprise Co., Ltd.
Company representative: I-Shou Lin
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