Taiwan Cogeneration CorporationTWSE: 8926

2023YearsUnconsolidated Financial Statements

· Issued by Taiwan Cogeneration Corporation

Taiwan Cogeneration Corporation

Standalone Financial Statements for the Years Ended December 31, 2023 and 2022 and Independent Auditors' Report

Taiwan Power Company (TPC) claimed to have suffered losses due to joint actions by Independent Power Producers, which violated the Fair Trade Act, and filed a civil action for damages against the associates of the Corporation, including Sun Ba Power Corporation, Star Energy Power Corporation, Star Buck Power Corporation, and Kuo Kuang Power Company Ltd.

The aforementioned associates commissioned attorneys to analyze the case and believe they have not caused any losses to TPC. As a result, they have not recognized provisions for the relevant litigation, which in turn has not affected the Corporation's balance of investment accounted for using the equity method and the share of profit of associates accounted for using the equity method. The aforementioned associates have also engaged attorneys to assist with civil litigation matters. Since the litigation is still ongoing and the claimed amount is material to the standalone financial statements of the Corporation, the outcome may change with subsequent developments of the cases, involving significant judgments by management. Thus, the assessment of contingent events in the associates' litigation related to the Fair Trade Act was considered as one of the key audit matters.

In our audit, we have obtained relevant documents, such as the lawsuit papers for the aforementioned case; discussed the management's correspondence with attorneys and the evaluation of the pending litigation; sent confirmation requests to the attorneys and reviewed their responses and assessments; and reviewed the latest developments of the pending litigation up to the date of the audit report to assess whether the associates' litigation related to the Fair Trade Act had been appropriately accounted for and disclosed in accordance with International Accounting Standard 37, "Provisions, Contingent Liabilities and Contingent Assets".

Evaluation of Profit and Loss of Construction Contracts

Please refer to Note 22 for information on construction contracts, Note 4(m) for the accounting policies on revenue recognition of construction contracts, and Note 5(b) for the critical accounting judgments and key sources of estimation uncertainty related to the evaluation of profit and loss of construction contracts.

The Corporation has entered into a construction contract for a large-scale offshore wind power generation project in central Taiwan. The construction service revenue of the aforementioned contract recognized for the year ended December 31, 2023 amounted to NT$901,290 thousand, representing 38% of the Corporation's standalone operating revenue. The percentage of completion and related profit or loss from the construction contract were assessed and determined by the Corporation's management based on the nature of activities, expected subcontracting, construction periods, progress, methods, etc., involving critical accounting judgments made by the management. Thus, the evaluation of profit and loss of construction contracts was considered as one of the key audit matters.

In our audit, we visited and observed the construction site; obtained the construction contract and construction project schedules; expected total construction cost, and construction acceptance reports; verified the construction cost, the estimated remaining cost before completion, and related supporting documents on a sampling basis in evaluating the reasonableness of the method and assumptions used by the management in the calculation of the percentage of completion; recalculated the percentage of completion, construction service revenue, construction service cost, profit or loss of the construction contract, contract assets and contract liabilities for accuracy; and assessed the appropriateness of provisions.

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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 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 Corporation'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 Corporation 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 Corporation'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:

  1. 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.
  2. 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 Corporation's internal control.
  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  4. 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 Corporation'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 Corporation to cease to continue as a going concern.
    • 3 -
  1. Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  2. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Corporation to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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, 2023, 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 audits resulting in this independent auditors' report are Chao-Mei Chen and Cheng-Chuan Yu.

Deloitte & Touche

Taipei, Taiwan

Republic of China

March 13, 2024

Notice to Readers

The accompanying standalone financial statements are intended only to present the standalone 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 standalone financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors' report and the accompanying standalone 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 standalone financial statements shall prevail.

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TAIWAN COGENERATION CORPORATION

STANDALONE BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars)

2023

2022

ASSETS

Amount

%

Amount

%

CURRENT ASSETS

Cash and cash equivalents (Notes 4 and 6)

$

1,072,266

5

$

463,149

3

Financial assets at amortized cost (Notes 4, 7 and 8)

450,000

2

-

-

Contract assets (Notes 4, 5, 20 and 22)

910,325

5

587,598

3

Accounts receivable (Notes 4, 9 and 22)

87,972

1

139,369

1

Accounts receivable from related parties (Notes 4, 22 and 30)

59,344

-

81,535

-

Finance lease receivables (Notes 4, 10 and 30)

10,275

-

10,656

-

Other receivables (Notes 4 and 30)

2,647

-

2,019

-

Current income tax assets (Note 24)

972

-

6,957

-

Inventories (Notes 4 and 11)

7,951

-

18,104

-

Prepaid construction costs (Notes 20 and 30)

-

-

284,186

2

Prepaid value-added tax

13,528

-

18,499

-

Other current assets

5,064

-

1,450

-

Total current assets

2,620,344

13

1,613,522

9

NON-CURRENT ASSETS

Financial assets at fair value through other comprehensive income (Notes 4, 12 and 29)

270,054

1

277,120

2

Investments accounted for using the equity method (Notes 4, 13 and 31)

17,138,040

84

16,266,079

87

Property, plant and equipment (Notes 4 and 14)

372,609

2

364,079

2

Right-of-use assets (Notes 4 and 15)

21,091

-

33,684

-

Computer software cost (Note 4)

5,931

-

8,165

-

Deferred income tax assets (Notes 4 and 24)

66,110

-

70,471

-

Long-term finance lease receivables (Notes 4, 10 and 30)

880

-

11,688

-

Prepayments for equipment

-

-

7,149

-

Refundable deposits

5,779

-

5,787

-

Total non-current assets

17,880,494

87

17,044,222

91

TOTAL

$

20,500,838

100

$

18,657,744

100

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term bills payable (Note 16)

$

999,130

5

$

999,276

5

Contract liabilities (Notes 4, 5, 20 and 22)

-

-

284,135

2

Accounts payable

77,521

-

132,999

1

Construction costs payable

315,849

2

118,984

1

Construction costs payable to related parties (Note 30)

891,019

4

566,064

3

Accounts payable to related parties (Note 30)

581

-

1,277

-

Other payables (Notes 18 and 30)

124,432

1

108,868

1

Lease liabilities (Notes 4 and 15)

27,345

-

27,519

-

Current portion of long-term borrowings (Note 16)

-

-

780,000

4

Other current liabilities

718

-

749

-

Total current liabilities

2,436,595

12

3,019,871

17

NON-CURRENT LIABILITIES

Long-term borrowings (Note 16)

-

-

1,320,000

7

Bonds payable (Note 17)

2,498,517

12

2,497,884

13

Lease liabilities (Notes 4 and 15)

5,455

-

28,980

-

Net defined benefit liabilities (Notes 4 and 19)

97,674

1

90,262

-

Guarantee deposits received

13,025

-

7,338

-

Total non-current liabilities

2,614,671

13

3,944,464

20

Total liabilities

5,051,266

25

6,964,335

37

EQUITY (Notes 21 and 26)

Share capital

Ordinary shares

7,302,820

35

5,890,486

32

Capital surplus

2,621,919

13

499,694

3

Retained earnings

Legal reserve

1,828,961

9

1,737,133

9

Special reserve

2,435,361

12

2,621,945

14

Unappropriated earnings

1,269,700

6

958,281

5

Total retained earnings

5,534,022

27

5,317,359

28

Other equity

(9,189)

-

(14,130)

-

Total equity

15,449,572

75

11,693,409

63

TOTAL

$

20,500,838

100

$

18,657,744

100

The accompanying notes are an integral part of the standalone financial statements.

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TAIWAN COGENERATION CORPORATION

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2023

2022

Amount

%

Amount

%

OPERATING REVENUE (Notes 4, 5, 22 and 30)

Sales

$ 894,292

37

$ 953,002

36

Construction services

1,441,994

61

1,623,072

62

Consulting services

42,895

2

42,665

2

Total operating revenue

2,379,181

100

2,618,739

100

OPERATING COSTS (Notes 5, 19, 23 and 30)

Cost of sales

890,270

37

991,498

38

Construction services

1,407,948

59

1,570,988

60

Consulting services

35,283

2

37,270

1

Total operating costs

2,333,501

98

2,599,756

99

GROSS PROFIT

45,680

2

18,983

1

REALIZED GAIN ON TRANSACTIONS WITH

ASSOCIATES

29,367

1

29,367

1

REALIZED GROSS PROFIT

75,047

3

48,350

2

OPERATING EXPENSES (Notes 19, 23, 26 and 30)

341,213

14

229,744

9

LOSS FROM OPERATIONS

(266,166)

(11)

(181,394)

(7)

NON-OPERATING INCOME AND EXPENSES

Interest income

9,924

1

1,657

-

Other income (Notes 23 and 30)

27,809

1

22,138

1

Other gains and losses (Note 23)

(2,316)

-

21,868

-

Finance costs (Note 23)

(42,630)

(2)

(46,120)

(2)

Share of profit of subsidiaries and associates

accounted for using the equity method (Note 13)

1,531,152

64

1,094,449

42

Total non-operating income and expenses

1,523,939

64

1,093,992

42

PROFIT BEFORE INCOME TAX

1,257,773

53

912,598

35

INCOME TAX EXPENSE (Notes 4 and 24)

(5,498)

-

(5,824)

-

NET PROFIT

1,252,275

53

906,774

35

(Continued)

- 6 -

TAIWAN COGENERATION CORPORATION

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2023

2022

Amount

%

Amount

%

OTHER COMPREHENSIVE (LOSS) INCOME

Items that will not be reclassified subsequently to

profit or loss:

Remeasurement of defined benefit plan (Note 19)

$

(5,685)

-

$

9,878

1

Unrealized (loss) gain on investments in equity

instruments at fair value through other

comprehensive income (Note 29)

(7,066)

-

1,810

-

Share of remeasurement of defined benefit plans

of subsidiaries and associates accounted for

using the equity method

(229)

-

3,602

-

Share of unrealized gain (loss) on investments in

equity instruments at fair value through other

comprehensive income of associates accounted

for using the equity method

5,255

-

(16,946)

(1)

Income tax relating to items that will not be

reclassified subsequently to profit or loss

(Notes 4 and 24)

1,137

-

(1,975)

-

(6,588)

-

(3,631)

-

Items that may be reclassified subsequently to profit

or loss:

Share of exchange differences on translation of the

financial statements of foreign operations of

subsidiaries accounted for using the equity

method

3,720

-

(986)

-

Share of other comprehensive income (loss) of

associate accounted for using the equity

method- loss on hedging instruments

3,032

-

(9,386)

(1)

6,752

-

(10,372)

(1)

Other comprehensive income (loss), net of

income tax

164

-

(14,003)

(1)

TOTAL COMPREHENSIVE INCOME

$ 1,252,439

53

$

892,771

34

EARNINGS PER SHARE (Note 25)

Basic

$

1.82

$

1.44

Diluted

$

1.82

$

1.44

The accompanying notes are an integral part of the standalone financial statements.

(Concluded)

- 7 -

TAIWAN COGENERATION CORPORATION

STANDALONE STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

Other Equity

Exchange

Unrealized (Loss)

Differences on

Gain on

Translation of

Financial Assets

the Financial

at Fair Value

Retained Earnings

Statements of

through Other

Gain (Loss) on

Unappropriated

Foreign

Comprehensive

Hedging

Ordinary Shares

Capital Surplus

Legal Reserve

Special Reserve

Earnings

Operations

Income

Instruments

Total Equity

BALANCE AT JANUARY 1, 2022

$

5,890,486

$

499,694

$

1,644,763

$

2,823,917

$

961,235

$

(70,640)

$

82,018

$

-

$ 11,831,473

Appropriation of 2021 earnings

Legal reserve

-

-

92,370

-

(92,370)

-

-

-

-

Reversal of special reserve

-

-

-

(201,972)

201,972

-

-

-

-

Cash dividends

-

-

-

-

(1,030,835)

-

-

-

(1,030,835)

-

-

92,370

(201,972)

(921,233)

-

-

-

(1,030,835)

Net profit for the year ended December 31, 2022

-

-

-

-

906,774

-

-

-

906,774

Other comprehensive income (loss) for the year ended December 31, 2022

-

-

-

-

11,505

(986)

(15,136)

(9,386)

(14,003)

Total comprehensive income (loss) for the year ended December 31, 2022

-

-

-

-

918,279

(986)

(15,136)

(9,386)

892,771

BALANCE AT DECEMBER 31, 2022

5,890,486

499,694

1,737,133

2,621,945

958,281

(71,626)

66,882

(9,386)

11,693,409

Appropriation of 2022 earnings

Legal reserve

-

-

91,828

-

(91,828)

-

-

-

-

Special reserve

-

-

-

14,130

(14,130)

-

-

-

-

Reversal of special reserve

-

-

-

(200,714)

200,714

-

-

-

-

Cash dividends

-

-

-

-

(618,501)

-

-

-

(618,501)

Share dividends

412,334

-

-

-

(412,334)

-

-

-

-

412,334

-

91,828

(186,584)

(936,079)

-

-

-

(618,501)

Net profit for the year ended December 31, 2023

-

-

-

-

1,252,275

-

-

-

1,252,275

Other comprehensive (loss) income for the year ended December 31, 2023

-

-

-

-

(4,777)

3,720

(1,811)

3,032

164

Total comprehensive income (loss) for the year ended December 31, 2023

-

-

-

-

1,247,498

3,720

(1,811)

3,032

1,252,439

Issuance of ordinary share for cash

1,000,000

2,025,799

-

-

-

-

-

-

3,025,799

Compensation cost recognized from the issuance of ordinary shares for cash to

employees (Notes 4 and 26)

-

96,426

-

-

-

-

-

-

96,426

BALANCE AT DECEMBER 31, 2023

$

7,302,820

$

2,621,919

$

1,828,961

$

2,435,361

$

1,269,700

$

(67,906)

$

65,071

$

(6,354)

$ 15,449,572

The accompanying notes are an integral part of the standalone financial statements.

- 8 -

TAIWAN COGENERATION CORPORATION

STANDALONE STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

2023

2022

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before income tax

$ 1,257,773

$

912,598

Adjustments for:

Depreciation expense

50,750

46,958

Amortization expense

2,941

2,815

Finance costs

42,630

46,120

Interest income

(9,924)

(1,657)

Dividend income

(8,000)

(8,000)

Compensation cost of employee share options (Notes 4 and 26)

96,426

-

Share of profit of subsidiaries and associates accounted for using the

equity method

(1,531,152)

(1,094,449)

Gain on disposal of investment accounted for using the equity

method

-

(15,070)

Write-down of inventories

301

-

Unrealized loss on foreign currency exchange

424

573

Realized gain on transactions with subsidiaries and associates

(29,367)

(29,367)

Loss on lease modification

168

4

Changes in operating assets and liabilities

Contract assets

(322,727)

477,416

Accounts receivable

51,397

86,315

Accounts receivable from related parties

22,191

(46,701)

Other receivables

852

(848)

Inventories

9,852

(4,917)

Prepaid construction costs

284,186

(284,186)

Other current assets

(3,614)

(71)

Prepaid value-added tax

4,971

(10,180)

Contract liabilities

(284,135)

284,135

Accounts payable

(54,841)

8,714

Accounts payable to related parties

(696)

119

Construction costs payable

521,820

(1,273,614)

Other payables

11,055

15,176

Other current liabilities

(31)

69

Net defined benefit liabilities

1,727

939

Cash generated from (used in) operations

114,977

(887,109)

Interest received

8,444

1,657

Dividends received

628,336

398,152

Interest paid

(42,727)

(45,491)

Income tax refunded (paid)

5,985

(146)

Net cash generated from (used in) operating activities

715,015

(532,937)

(Continued)

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