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ACBT Annual Report 2020

Nov 11, 2020

52387_rns_2020-11-11_9606d346-5ef6-418f-addf-c9efbbb9c575.pdf

Annual Report

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All Cosmos Bio-Tech Holding Corporation and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2020 and 2019 and Independent Auditors’ Report

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders All Cosmos Bio-Tech Holding Corporation

Opinion

We have audited the accompanying consolidated financial statements of All Cosmos Bio-Tech Holding Corporation (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019 and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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 consolidated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

  • 1 -

The key audit matters identified in the Group’s consolidated financial statements for the year ended December 31, 2020 are stated as follows:

Occurrence of Sales Revenue from Major Customers

The Group’s sales revenue for the year ended December 31, 2020 was $1,642,783 thousand, which was lower than the previous year. The Group’s revenue mainly comes from major customers with transactions that are significant. Sales revenue and accounts receivable turnover (days) from some of these major customers increased significantly compared to the previous year. Considering the higher inherent risk in revenue recognition and the potential pressure on management to achieve financial goals, we identified the occurrence of sales revenue from major customers with the abovementioned characteristics as a key audit matter.

Refer to Notes 4 (m) and 22 to the consolidated financial statements for details on the accounting policy and relevant disclosures on revenue recognition.

The main audit procedures that we performed in respect of sales revenue from major customers with the abovementioned characteristics included the following:

  1. We obtained an understanding of the Group’s internal control and operating procedures of sales cycle, and we designed the corresponding audit procedures to test the effectiveness of the internal control associated with the risk mentioned above.

  2. We performed substantive tests on sales revenue, selected samples from general ledger of sales revenue and vouched the records to external supporting documents to verify the occurrence of sales.

  3. We performed analytical procedures, compared the differences in sales revenue, credit terms, and accounts receivable turnover (days) between the current and previous years, and assessed the reasonableness of such changes.

  4. We examined significant sales returns or allowances after the balance sheet date and performed substantive procedures to confirm the occurrence of the sales revenue.

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 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.

  • 2 -

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit 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 Group’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 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.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of 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.

  • 3 -

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 consolidated financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure 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 Chiang Hsun Chen and Jui Hsuan Ho.

Deloitte & Touche Taipei, Taiwan Republic of China March 26, 2021

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally 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.

  • 4 -

ALL COSMOS BIO-TECH HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Financial assets at fair value through profit or loss - current (Notes 4, 7 and 29)
Financial assets at amortized cost - current (Notes 4, 8 and 31)
Trade receivables, net (Notes 4, 9 and 22)
Trade receivables from related parties (Notes 4, 22 and 30)
Other receivables (Notes 4 and 9)
Other receivables from related parties (Notes 4 and 30)
Current tax assets (Notes 4 and 24)
Inventories (Notes 4 and 10)
Prepayments (Note 17)
Other current assets (Note 17)

Total current assets

NON-CURRENT ASSETS
Financial assets at amortized cost - non-current (Notes 4, 8 and 31)
Investments accounted for using the equity method (Notes 4 and 12)
Property, plant and equipment (Notes 4, 13 and 31)
Right-of-use assets (Notes 4, 14, 30 and 31)
Goodwill (Notes 4 and 15)
Other intangible assets (Notes 4 and 16)
Deferred tax assets (Notes 4 and 24)
Other non-current assets (Note 17)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term borrowings (Notes 18 and 31)

Contract liabilities - current (Notes 4 and 22)
Trade payables
Trade payables to related parties (Note 30)
Other payables (Note 19)
Other payables to related parties (Note 30)
Current tax liabilities (Notes 4 and 24)
Lease liabilities - current (Notes 4 and 14)
Current portion of long-term borrowings (Notes 18 and 31)
Other current liabilities (Note 19)

Total current liabilities

NON-CURRENT LIABILITIES
Long-term borrowings (Notes 18 and 31)
Deferred tax liabilities (Notes 4 and 24)
Lease liabilities - non-current (Notes 4, 14 and 30)
Guarantee deposits received (Note 19)

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4 and 21)
Share capital
Ordinary shares

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity

Total equity attributable to owners of the Company
NON-CONTROLLING INTERESTS

Total equity

TOTAL
2020
Amount
%
$ 761,806
29
59,766
2
29,321
1
517,434
20
30,400
1
3,838
-
14,708
1
7,750
-
274,264
11
127,565
5

175

-


1,827,027
70

106,670
4
12,717
1
441,878
17
164,173
6
371
-
1,309
-
35,079
1

25,146

1


787,343
30

$ 2,614,370
100

$ 45,944
2
87
-
63,440
3
2,348
-
78,004
3
417
-
17,374
1
2,226
-
5,355
-

6,198

-


221,393

9

-
-
29,128
1
671
-

-

-


29,799

1


251,192
10


640,340
24


781,838
30

167,204
7
320,320
12

474,522
18


962,046
37


(397,714)
(15)

1,986,510
76

376,668
14


2,363,178
90

$ 2,614,370
100
2019





































































Amount
%
$ 837,590
32

60,509
2

189,845
7

293,835
11

35,996
2

8,149
-

22,357
1

2,446
-

296,210
11

41,781
2

-

-

1,788,718
68

128,257
5

14,539
-

470,047
18

177,760
7

385
-

2,072
-

39,944
1

17,789

1

850,793
32
$ 2,639,511
100
$ 9,204
1

1,532
-

75,687
3

-
-

58,115
2

1
-

7,977
-

2,163
-

17,810
1

2,949

-

175,438

7

3,359
-

32,487
1

1,932
-

380

-

38,158

1

213,596

8

640,340
24

781,838
30

163,635
6

312,099
12

468,142
18

943,876
36

(320,320)
(12)

2,045,734
78

380,181
14

2,425,915
92
$ 2,639,511
100

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

  • 5 -

ALL COSMOS BIO-TECH HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 22 and 30)
Sales

OPERATING COSTS (Notes 10, 23 and 30)
Cost of goods sold

GROSS PROFIT

OPERATING EXPENSES (Notes 23 and 30)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
(Notes 4, 23 and 30)
Interest income
Other income
Other gains and losses
Finance costs
Share of loss of associates (Note 12)

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 24)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE (LOSS) INCOME
(Notes 4, 21 and 24)
Items that will not be reclassified subsequently to
profit or loss:
Exchange differences on translation to the
presentation currency
2020
Amount
%
$ 1,642,783
100
(1,270,636)
(77)


372,147
23

(121,509) (8)
(153,014) (9)
(2,541)
-

7,628

-


(269,436)
(17)


102,711

6

18,800
1
12,021
1
21,875
1
(4,440)
-

(1,296)

-


46,960

3

149,671
9

(51,503)
(3)


98,168

6

(89,204) (6)
2019



























Amount
%
$ 1,767,699
100
(1,374,387)
(78)

393,312
22

(110,340) (6)

(157,924) (9)

(4,655)
-

(47,162)
(3)

(320,081)
(18)

73,231

4

17,368
1

16,675
1

6,147
-

(9,448)
-

(155)

-

30,587

2

103,818
6

(65,140)
(4)

38,678

2

(11,780)
-
(Continued)
  • 6 -

ALL COSMOS BIO-TECH HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translation of the
financial statements of foreign operations

Income tax relating to items that may be
reclassified subsequently to profit or loss

Other comprehensive loss for the year, net of
income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

NET PROFIT ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


EARNINGS PER SHARE (Note 25)
From continuing operations
Basic
Diluted
2020
Amount
%
$ (2,531)
-

528

-


(91,207)
(6)

$ 6,961

-

$ 82,204
5

15,964

1

$ 98,168

6

$ 4,810
-

2,151

-

$ 6,961

-

$ 1.28
$ 1.28
2019


















Amount
%
$ 2,029
-

(414)

-

(10,165)

-
$ 28,513

2
$ 35,694
2

2,984

-
$ 38,678

2
$ 27,473
2

1,040

-
$ 28,513

2
$ 0.56
$ 0.56
$ $
$ $
$ $
$ $
$ $


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

(Concluded)

  • 7 -

ALL COSMOS BIO-TECH HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2019
Appropriation of 2018 earnings (Note 21)
Legal reserve
Special reserve
Cash dividends distributed by the Company
Net profit for the year ended December 31, 2019
Other comprehensive loss for the year ended December 31,
2019, net of income tax (Note 21)

Total comprehensive income (loss) for the year ended
December 31, 2019

Changes in ownership interests in subsidiaries (Notes 21
and 26)
Changes in non-controlling interests (Note 21)

BALANCE AT DECEMBER 31, 2019
Appropriation of 2019 earnings (Note 21)
Legal reserve
Special reserve
Cash dividends distributed by the Company
Cash dividends distributed by subsidiaries
Net profit for the year ended December 31, 2020
Other comprehensive loss for the year ended December 31,
2020, net of income tax (Note 21)

Total comprehensive income (loss) for the year ended
December 31, 2020

Changes in non-controlling interests

BALANCE AT DECEMBER 31, 2020
Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Non-controlling
Total
Interests
$ 2,172,389
$ 363,677

-
-
-
-
(153,682)
-
35,694
2,984

(8,221)

(1,944)


27,473

1,040

(446)
446

-

15,018

2,045,734
380,181
-
-
-
-
(64,034)
-
-
(11,414)
82,204
15,964

(77,394)

(13,813)


4,810

2,151


-

5,750

$ 1,986,510
$ 376,668
Total Equity
$ 2,536,066
-
-
(153,682)
38,678

(10,165)

28,513
-

15,018
2,425,915
-
-
(64,034)
(11,414)
98,168

(91,207)

6,961

5,750
$ 2,363,178
Share Capital
Number of
Shares
(In Thousands)
Amount
Capital Surplus
64,034
$ 640,340
$ 781,838

-
-
-
-
-
-
-
-
-
-
-
-

-

-

-


-

-

-

-
-
-

-

-

-

64,034
640,340
781,838
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-


-

-

-


-

-

-


64,034
$ 640,340
$ 781,838
Retained Earnings
Unappropriated

Legal Reserve
Special Reserve
Earnings
$ 133,129
$ 310,434
$ 618,747

30,506
-
(30,506)
-
1,665
(1,665)
-
-
(153,682)
-
-
35,694

-

-

-


-

-

35,694

-
-
(446)

-

-

-

163,635
312,099
468,142
3,569
-
(3,569)
-
8,221
(8,221)
-
-
(64,034)
-
-
-
-
-
82,204

-

-

-


-

-

82,204


-

-

-

$ 167,204
$ 320,320
$ 474,522
Other Equity
Exchange
Differences on
Translation of
the Financial
Statements of

Foreign
Operations
$ (312,099)

-
-
-
-

(8,221)


(8,221)

-

-

(320,320)
-
-
-
-
-

(77,394)


(77,394)


-

$ (397,714)
Number of
Shares
(In Thousands)
64,034

-
-
-
-

-


-

-

-

64,034
-
-
-
-
-

-


-


-


64,034

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

  • 8 -

ALL COSMOS BIO-TECH HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expense
Amortization expense
Expected credit loss (reversed) recognized on trade receivables
Net gain on fair value change of financial assets at fair value through
profit or loss
Finance costs
Interest income
Share of loss of associates
Gain on disposal of property, plant and equipment
Write-downs of inventories
Net unrealized loss on foreign currency exchange
Impairment loss recognized on goodwill
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value through profit
or loss
Trade receivables

Trade receivables from related parties
Other receivables
Other receivables from related parties
Inventories
Prepayments
Contract liabilities
Trade payables
Trade payables to related parties
Other payables
Other current liabilities

Cash (used in) generated from operations
Interest received
Interest paid
Income tax paid

Net cash (used in) generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at amortized cost
Proceeds from sale of financial assets at amortized cost
Purchase of financial assets at fair value through profit or loss
Proceeds from sale of financial assets at fair value through profit or
loss
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
2020
$ 149,671

49,244
911
(7,628)
(2,643)
4,440
(18,800)
1,296
(151)
908
1,530
-
117
(228,105)
6,429
3,226
7,263
10,140
(86,913)
(1,380)
(9,472)
2,457
22,232

(965)

(96,193)
19,190
(4,355)

(45,520)

(126,878)

-

169,488
-
-
(30,049)
274
(3,002)
2019
$ 103,818
52,265
980
47,162
(1,587)
9,448
(17,368)
155
(385)
6,699
4,435
5,329
-
452,005
(18,252)
13,809
(7,719)
311,303
19,596
(8,404)
27,582
-
(51,203)

(1,085)
948,583
15,792
(9,448)

(71,369)

883,558
(195,669)
-
(37,321)
9,405
(39,064)
1,553
-
(Continued)
  • 9 -

ALL COSMOS BIO-TECH HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Decrease in refundable deposits

Increase in other receivables from related parties
Decrease in other receivables from related parties
Payments for intangible assets
Increase in prepayment for equipment
Increase in prepayments

Net cash generated from (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings
Repayments of long-term borrowings
Proceeds from guarantee deposits received
Increase in other payables to related parties
Decrease in other payables to related parties
Repayment of the principal portion of lease liabilities
Dividends paid to owners of the Company
Changes in non-controlling interests
Dividends paid to non-controlling interests

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH HELD IN FOREIGN CURRENCIES

NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2020
$ -

-
36
(228)
(4,911)

-


131,608

45,598
(8,865)

(14,939)
3,927
412
-
(2,531)
(64,034)

5,750

(11,414)


(46,096)


(34,418)

(75,784)

837,590

$ 761,806
2019
$ 1,531
(14,947)
-
(142)
-

(9,665)
(284,319)
9,261
(148,134)
(24,152)
363
-
(5)
(43,018)
(153,682)
15,018

-
(344,349)

(8,805)
246,085

591,505
$ 837,590

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

(Concluded)

  • 10 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

ALL COSMOS BIO-TECH HOLDING CORPORATION AND SUBSIDIARIES

1. GENERAL INFORMATION

All Cosmos Bio-Tech Holding Corporation (the “Company”) is a limited company incorporated in the Cayman Islands on March 26, 2010. The Company and its subsidiaries (collectively referred to as the “Group”) have reorganized in order to list the Company’s shares on the Taiwan Stock Exchange. On June 1, 2010, the Company issued new shares for 100% equity interest in All Cosmos Industries Sdn. Bhd. and completed the Group’s investment process. The major operation activities of the Group are production and sales of Bio-organic and Bio-chemical fertilizers.

The Company’s shares have been listed on the Taiwan Stock Exchange since June 2017.

The functional currency of the Company is Malaysian Ringgit. For greater comparability and consistency of financial reporting, the consolidated financial statements of the Group are presented in New Taiwan dollars since the Company’s shares are listed on the Taiwan Stock Exchange.

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Company’s board of directors on March 26, 2021.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application 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)

Except for the following, the initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies:

Amendment to IFRS 16 “Covid-19 - Related Rent Concessions”

The Group elected to apply the practical expedient provided in the amendment to IFRS 16 with respect to rent concessions negotiated with the lessor as a direct consequence of the COVID-19. The related accounting policies are stated in Note 4. Prior to the application of the amendment, the Group shall determine whether or not the abovementioned rent concessions need to be accounted for as lease modifications.

The Group applied the amendment from January 1, 2020. Because the abovementioned rent concessions affect only in 2020, retrospective application of the amendment has no impact on the retained earnings as of January 1, 2020.

  • 11 -

  • b. The IFRSs endorsed by the FSC for application starting from 2021

New IFRSs
Amendments to IFRS 4 “Extension of the Temporary Exemption from
Applying IFRS 9”

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
“Interest Rate Benchmark Reform - Phase 2”
Effective Date
Announced by IASB
Effective immediately upon
promulgation by the IASB
January 1, 2021

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New IFRSs
“Annual Improvements to IFRS Standards 2018-2020”

Amendments to IFRS 3 “Reference to the Conceptual Framework”

Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”

Amendments to IFRS 17

Amendments to IAS 1 “Classification of Liabilities as Current or
Non-current”

Amendments to IAS 1 “Disclosure of Accounting Policies”

Amendments to IAS 8 “Definition of Accounting Estimates”

Amendments to IAS 16 “Property, Plant and Equipment - Proceeds
before Intended Use”

Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a
Contract”
Effective Date
Announced by IASB (Note 1)
January 1, 2022 (Note 2)
January 1, 2022 (Note 3)
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023 (Note 6)
January 1, 2023 (Note 7)
January 1, 2022 (Note 4)
January 1, 2022 (Note 5)
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.

  • Note 4: 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 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

  • 12 -

  • Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note 7: 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.

As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers of Republic of China, and IFRSs as endorsed and issued into effect by the FSC.

  • b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

  • c. Classification of current and non-current assets and liabilities

Current assets include:

  • 1) Assets held primarily for the purpose of trading;

  • 2) Assets expected to be realized within 12 months after the reporting period; and

  • 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

  • 1) Liabilities held primarily for the purpose of trading;

  • 2) Liabilities due to be settled within 12 months after the reporting period; and

  • 3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

  • 13 -

Assets and liabilities that are not classified as current are classified as non-current.

  • d. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e., its subsidiaries).

Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those of the Group.

All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Refer to Note 11 and Table 6 for detailed information on subsidiaries (including percentages of ownership and main businesses).

e. Foreign currencies

In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional currency (i.e., 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. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary item denominated in a foreign currency and measured at historical cost is stated at the reporting currency as originally translated from the foreign currency.

For the purpose of presenting consolidated financial statements, the functional currencies of the Company and its foreign operations (including subsidiaries in other countries that use currencies which are different from the currency of the Company) are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income attributed to the owners of the Company and non-controlling interests as appropriate.

f. Inventories

Inventories consist of raw materials, merchandise, finished goods and work in progress and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the standard cost and adjusted thereafter to weighted-average cost on the balance sheet date.

g. Investments in associates

An associate is an entity over which the Group has significant influence and which is neither a subsidiary nor an interest in a joint venture. The Group uses the equity method to account for its investments in associates.

  • 14 -

Under the equity method, investments in an associate are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate.

When the Group’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Group’s net investment in the associate), the Group discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.

The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

When the Group transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Group’s consolidated financial statements only to the extent of interests in the associate that are not related to the Group.

  • h. Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment loss.

Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for intended use.

The depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

  • i. Goodwill

Goodwill arising from the acquisition of a business is measured at cost as established at the date of acquisition of the business less accumulated impairment loss.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as “cash-generating units”) that are expected to benefit from the synergies of the combination.

  • 15 -

A cash-generating unit to which goodwill has been allocated is tested for impairment annually or more frequently whenever there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then pro rata to the other assets of the unit based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. Any impairment loss recognized on goodwill is not reversed in subsequent periods.

  • j. Intangible assets

  • 1) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately 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. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.

  • 2) Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

  • k. Impairment of property, plant and equipment, right-of-use asset and intangible assets other than goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use asset and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually and whenever there is an indication that the assets may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset, cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset, cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • l. Financial instruments

Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.

  • 16 -

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss (FVTPL) are recognized immediately in profit or loss.

1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • a) Measurement categories

Financial assets are classified into the following categories: Financial assets at FVTPL and financial assets at amortized cost.

  • i. Financial assets at FVTPL

Financial assets are classified as at FVTPL when such a financial asset is mandatorily classified 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, and any dividends earned on such financial assets are recognized in other income; any remeasurement gains or losses on such financial assets are recognized in other gains or losses. Fair value is determined in the manner described in Note 29 “Financial Instruments”.

  • ii. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, trade receivables at amortized cost and refundable deposits, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:

  • i) Purchased or originated credit impaired financial assets, for which interest income is calculated by applying the credit adjusted effective interest rate to the amortized cost of such financial assets; and

  • 17 -

  • ii) Financial assets that are not credit impaired on purchase or origination but have subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.

Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • b) Impairment of financial assets

The Group recognizes a loss allowance for expected credit losses (ECLs) on financial assets at amortized cost (including trade receivables).

The Group always recognizes lifetime ECLs for trade receivables. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

For internal credit risk management purposes, the Group considers the following situations as indication that a financial asset is in default (without taking into account any collateral held by the Group):

  • i. Internal or external information show that the debtor is unlikely to pay its creditors.

  • ii. Financial asset is more than 270 days past due unless the Group has reasonable and corroborative information to support a more lagged default criterion.

The impairment loss of all financial assets is recognized in profit or loss by a reduction in their carrying amounts through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and the carrying amounts of such financial assets are not reduced.

  • c) Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.

  • 18 -

  • 2) Financial liabilities

  • a) Subsequent measurement

All financial liabilities are measured at amortized cost using the effective interest method.

b) Derecognition of financial liabilities

The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • 3) Derivative financial instruments

The Group enters into a variety of derivative financial instruments to manage its exposure to foreign exchange rate risks, including foreign exchange forward contracts.

Derivatives are initially recognized at fair value at the date on which the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event, the timing of the recognition in profit or loss depends on the nature of the hedging relationship. When the fair value of a derivative financial instrument is positive, the derivative is recognized as a financial asset; when the fair value of a derivative financial instrument is negative, the derivative is recognized as a financial liability.

m. Revenue recognition

The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.

Revenue from the sale of goods

Revenue from the sale of goods comes from sales of Bio-organic and Bio-chemical fertilizers. Sales of fertilizers are recognized as revenue when the goods are delivered and shipped to the customer’s specific location because it is the time when the customer has full discretion over the manner of distribution and price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence. Trade receivables are recognized currently. The transaction price received is recognized as a contract liability until the good have been delivered to the customer.

  • n. Leases

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.

  • 1) 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.

  • 19 -

2) The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for by applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the lessee’s incremental borrowing rate will be used.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. Lease liabilities are presented on a separate line in the consolidated balance sheets.

The Group negotiates with the lessor for rent concessions as a direct consequence of the Covid-19 to change the lease payments originally due by June 30, 2021, that results in the revised consideration for the lease substantially less than the consideration for the lease immediately preceding the change. There is no substantive change to other terms and conditions. The Group elects to apply the practical expedient to all of these rent concessions and, therefore, does not assess whether the rent concessions are lease modifications. Instead, the Group recognizes the reduction in lease payment in profit or loss, in the period in which the events or conditions that trigger the concession occur, and makes a corresponding adjustment to the lease liability.

o. Borrowing costs

Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than that which is stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

p. Government grants

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they are received.

  • 20 -

q. Employee benefits

  • 1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

  • 2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.

  • r. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

  • 1) Current tax

Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

  • 2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and unused loss carryforwards to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are recognized only to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

  • 21 -

3) Current and deferred taxes

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, management is required to make judgments, estimations, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The Group considers the economic implications of the COVID-19 when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods

The Group’s accounting policies, estimates and underlying assumptions have not been evaluated by the Group’s management and there are no significant accounting judgments, estimates or assumptions that are uncertain.

6. CASH AND CASH EQUIVALENTS

Cash on hand

Checking accounts and demand deposits
Cash equivalent
Time deposits (with original maturities of 3 months or less)

December 31 December 31


2020
$ 475

595,206

166,125

$ 761,806
2019
$ 440
716,581

120,569
$ 837,590

The market rate intervals of cash in bank at the end of the year were as follows:

Time deposits (with original maturities of 3 months or less) December 31
2020
2019
1.70%-3.20%
2.95%-3.50%
  • 22 -

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets at fair value through profit or loss (FVTPL)-current
Financial assets mandatorily classified as at FVTPL
Derivative financial assets (not under hedge accounting)
Foreign exchange forward contracts
Non-derivative financial assets
Mutual funds
December 31
2020
$ -

59,766
$ 59,766
2019
$ 43

60,466
$ 60,509

At the end of the year, outstanding foreign exchange forward contracts not under hedge accounting were as follows:

Notional Amount
Currency Maturity Date (In Thousands)
December 31, 2019
Buy USD/MYR January 17, 2020 USD30/MYR124
USD/MYR January 24, 2020 USD50/MYR207
USD/MYR February 14, 2020 USD30/MYR124
USD/MYR February 21, 2020 USD30/MYR124
USD/MYR March 13, 2020
USD30/MYR124

The Group entered into foreign exchange forward contracts to manage exposures to exchange rate fluctuations of foreign currency denominated assets and liabilities.

8. FINANCIAL ASSETS AT AMORTIZED COST

Current
Time deposits with original maturities of more than 3 months

Restricted Bank Deposits (a)


Non-current
Restricted Bank Deposits (a)

Market rate intervals
Time deposits with original maturities of more than 3 months
Restricted Bank Deposits
December 31
2020
2019
$ 29,321
$ 180,641

-

9,204
$ 29,321
$ 189,845
$ 106,670
$ 128,257
2.00%-2.35%
3.00%-4.10%
1.60%-3.00%
2.80%-3.25%
  • a. Refer to Note 31 for information relating to the restricted assets are time deposits pledged as collateral for loans by the Group.

  • 23 -

  • b. The Group continuously tracks external credit rating information and monitors changes in credit risk of debt investments, and at the same time the Group reviews significant information on debtors, to assess whether credit risk on these debt investments have increased significantly since initial recognition. After the assessment, the Group estimates that there are no expected credit losses on the financial assets at amortized cost.

9. TRADE RECEIVABLES AND OTHER RECEIVABLES

Trade receivables
At amortized cost
Gross carrying amount

Less: Allowance for impairment loss


Other receivables
GST refund receivables

Interest receivable
Others

December 31 December 31





2020
$ 598,564


(81,130)

$ 517,434

$ 174

1,837

1,827

$ 3,838
2019
$ 384,077

(90,242)
$ 293,835
$ 4,022
2,725

1,402
$ 8,149

a. Trade receivables

The average credit period of sales of goods was 60 to 90 days. No interest was charged on trade receivables. The Group adopted a policy of only dealing with entities that are rated the equivalent of investment grade or higher and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group uses other publicly available financial information or its own trading records to rate its major customers.

The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix approach considering the past default experience of the customer and the customer’s current financial position. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group’s different customer base.

The Group writes off a trade receivable when there is evidence indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

  • 24 -

The following table details the loss allowance of trade receivables based on the Group’s provision matrix.

December 31, 2020

Expected credit loss rate

Gross carrying amount

Loss allowance (Lifetime
ECL)


Amortized cost

December 31, 2019
Expected credit loss rate

Gross carrying amount

Loss allowance (Lifetime
ECL)


Amortized cost
Not Past
Due
Less than 90
Days
0.07%-
4.10%
0.66%-
10.60%
$ 413,549 $ 104,154

(14,591)

(10,516)

$ 398,958
$ 93,638

Not Past
Due
Less than 90
Days
0.58%-
1.57%
1.92%-
5.81%
$ 171,219 $ 60,331

(1,670)

(1,854)

$ 169,549
$ 58,477
91 to 180
Days
23.89%
$ 31,088

(7,427)

$ 23,661

91 to 180
Days
5.29%-
20.87%
$ 44,143

(2,266)

$ 41,877
181 to 270
Days
16.67%-
41.38%
$ 1,939

(762)

$ 1,177

181 to 270
Days
14.06%-
40.42%
$ 27,132

(3,200)

$ 23,932
Over 270
Days
100.00%
$ 47,834

(47,834)

$ -

Over 270
Days
100.00%
$ 81,252

(81,252)

$ -
Total
$ 598,564

(81,130)
$ 517,434
Total
$ 384,077

(90,242)
$ 293,835

The movements of the loss allowance of trade receivables were as follows:


Balance at January 1
Add: Net remeasurement of loss allowance
Less: Net remeasurement of loss allowance
Less: Amounts written off
Foreign exchange losses
Balance at December 31
For the Year Ended December 31
2020
2019

$ 90,242
$ 47,088
-
44,998
(5,485)
-
(383)
(970)

(3,244)

(874)
$ 81,130
$ 90,242
For the Year Ended December 31
2020
2019

$ 90,242
$ 47,088
-
44,998
(5,485)
-
(383)
(970)

(3,244)

(874)
$ 81,130
$ 90,242
For the Year Ended December 31
2020
2019

$ 90,242
$ 47,088
-
44,998
(5,485)
-
(383)
(970)

(3,244)

(874)
$ 81,130
$ 90,242
2020
$ 90,242

-
(5,485)
(383)

(3,244)

$ 81,130
2019
$ 47,088
44,998
-
(970)

(874)
$ 90,242

b. Other receivables

Other receivables primarily included interest receivables, GST refund receivables and others. The Group continuously monitors past default experience of the counterparties and analyzes their current financial position. Based on the information above, the Group then assesses the expected credit loss and considers whether credit risk has been significantly increased since the last period to the reporting date. As of December 31, 2020 and 2019, the Group estimated the expected credit loss rate of other receivables to be 0%.

  • 25 -

10. INVENTORIES

Merchandise

Finished goods
Work in progress
Raw materials

December 31 December 31


2020
$ 14,433

24,696
19,566

215,569

$ 274,264
2019
$ 7,841
30,596
17,190

240,583
$ 296,210

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2020 and 2019 were $1,270,636 thousand and $1,374,387 thousand, respectively. The cost of goods sold for the years ended December 31, 2020 and 2019 included inventory write-downs of $908 thousand and $6,699 thousand, respectively.

11. SUBSIDIARIES

  • a. Subsidiaries included in the consolidated financial statements
Investor
Investee
Nature of Activities
The Company
All Cosmos Industries Sdn. Bhd.
(ACI)
Manufacturing and sales of Bio-organic
and Bio-chemical compound fertilizers
Sabah Softwoods Hybrid
Fertiliser Sdn. Bhd.
Manufacturing and sales of Bio-organic
and Bio-chemical compound fertilizers
PT All Cosmos Indonesia
Sales of Bio-organic and Bio-chemical
compound fertilizers
PT All Cosmos Biotek
Manufacturing and sales of Bio-organic
and Bio-chemical compound fertilizers
GK Bio International Sdn. Bhd.
Wholesale of probiotics
ACI
PT All Cosmos Indonesia
Sales of Bio-organic and Bio-chemical
compound fertilizers
Arif Efektif Sdn. Bhd.
Research and development of effective
microorganisms for Bio-organic and
Bio-chemical compound fertilizers
Kinabalu Life Sciences Sdn. Bhd. Research and development of effective
microorganisms for waste disposal of
oil-palm
Cosmos Biowood Sdn. Bhd.
Forest plantation and research
Proportion of
Ownership (%)
December 31
2020
2019
Remark
100
100
55
55
99
99
83
83
Note 2
60
60
Note 3
1
1
49
49
Note 1
60
60
Note 4
80
80
  • Note 1: The Group and its substantive related party separately hold 49% and 26% interest in Arif Efektif Sdn. Bhd. Their combined holding exceed 50% of the total shares outstanding. Hence, the Group has substantive control over Arif Efektif Sdn. Bhd. and has included it as part of the Group.

  • Note 2: On August 23, 2019, the Company invested IDR19,880,000 thousand by subscribing additional new shares of PT All Cosmos Biotek at a percentage different from its existing ownership percentage, and its proportion of ownership increased from 60% to 83%. Refer to Note 26 for the relevant disclosures.

  • 26 -

  • Note 3: GK Bio International Sdn. Bhd. was established on October 11, 2018. On March 25, 2019, the equity interest of GK Bio International Sdn. Bhd. was transferred from All Cosmos Industries Sdn. Bhd. to the Company. At the same time, GK Bio International Sdn. Bhd. issued additional new shares for cash of MYR3,000 thousand, and the Group and the minority shareholders invested NT$13,594 thousand and NT$9,063 thousand at a percentage different from its existing ownership percentage, respectively. The equity interest of GK Bio International Sdn. Bhd. held by the Group decreased from 100% to 60%. Refer to Note 26 for the relevant disclosures.

  • Note 4: On September 25, 2019, Kinabalu Life Sciences Sdn. Bhd. issued new shares for cash of MYR2,000 thousand, and the Group and the minority shareholders invested NT$8,933 thousand and NT$5,955 thousand, respectively, in proportion to their original shareholdings. On February 25, 2020, Kinabalu Life Sciences Sdn. Bhd. issued additional new shares for cash of MYR2,000 thousand, and the Group and minority shareholders invested by NT$8,626 thousand and NT$5,750 thousand, respectively, in proportion to their original shareholdings.

  • b. Details of subsidiaries that have material non-controlling interests

Name of Subsidiary
Sabah Softwoods Hybrid Fertiliser Sdn. Bhd.
Proportion of Ownership and
Voting Rights Held by
Non-controlling Interests
December 31
2020
2019
45%
45%

Refer to Table 6 for the information on the principal places of business and the countries of incorporation.

Name of Subsidiary
Sabah Softwoods Hybrid
Fertiliser Sdn. Bhd.
Profit Allocated to
Non-controlling Interests

For the Year Ended
December 31
2020
2019
$ 482
$ 4,917
Accumulated Non-controlling
Interests
Accumulated Non-controlling
Interests
Accumulated Non-controlling
Interests
December 31
2020
$ 482
2020
$ 322,657
2019
$ 345,911

Summarized financial information of the subsidiary that has material non-controlling interests is set out below. The summarized financial information below represents amounts before intragroup eliminations.

Sabah Softwoods Hybrid Fertiliser Sdn. Bhd.

Current assets

Non-current assets
Current liabilities
Non-current liabilities

Equity
December 31 December 31


2020
$ 530,840

263,445
(62,067)

(15,203)

$ 717,015
2019
$ 538,644
292,590
(39,461)

(23,082)
$ 768,691
(Continued)
  • 27 -
Equity attributable to:
The Company

Non-controlling interests of Sabah Softwoods Hybrid Fertiliser
Sdn. Bhd.




Revenue

Profit for the year

Other comprehensive income for the year

Total comprehensive income for the year

Profit attributable to:
The Company

Non-controlling interests of Sabah Softwoods Hybrid Fertiliser
Sdn. Bhd.


Total comprehensive income attributable to:
The Company

Non-controlling interests of Sabah Softwoods Hybrid Fertiliser
Sdn. Bhd.


Cash (outflow) inflow from:
Operating activities

Investing activities
Financing activities
Effects of foreign currency exchange

Net cash (outflow) inflow
December 31 December 31
2020
$ 394,358


322,657

$ 717,015

For the Year Ended
2019
$ 422,780

345,911
$ 768,691
(Concluded)
December 31












2020

$ 310,606

$ 1,072


-

$ 1,072

$ 590


482

$ 1,072

$ 590


482

$ 1,072

$ (20,827)

(8,781)
4,233

(14,225)

$ (39,600)
2019
$ 560,767
$ 10,926

-
$ 10,926
$ 6,009

4,917
$ 10,926
$ 6,009

4,917
$ 10,926
$ 218,441
(23,036)
(49,699)

(3,245)
$ 142,461

12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in Associates

Associate that is not individually material
Sawit Ecoshield Sdn. Bhd.
December 31
2020
$ 12,717
2019
$ 14,539
  • 28 -


The Group’s share of:

Total comprehensive loss for the year
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2020
$ (1,296)
2019
$ (155)

Refer to Table 6 “Information on Investees” for the nature of activities, the principal places of business and the countries of incorporation of the associate.

Investments were accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments were calculated based on financial statements which have not been audited. Management believes there is no material impact on the equity method accounting or the calculation of the share of profit or loss from the financial statements of Sawit Ecoshield Sdn. Bhd. which has not been audited.

13. PROPERTY, PLANT AND EQUIPMENT

Assets Used by the Group

Cost
Balance at January 1, 2020

Additions
Disposals
Reclassified (Note)
Effects of foreign currency
exchange differences

Balance at December 31, 2020

Accumulated depreciation
and impairment
Balance at January 1, 2020

Depreciation expense
Disposals
Reclassified (Note)
Effects of foreign currency
exchange differences

Balance at December 31, 2020

Carrying amount at
December 31, 2020

Cost
Balance at January 1, 2019

Additions
Disposals
Reclassified (Note)
Effects of foreign currency
exchange differences

Balance at December 31, 2019

Accumulated depreciation
and impairment
Balance at January 1, 2019

Depreciation expense
Disposals
Reclassified (Note)
Effects of foreign currency
exchange differences

Balance at December 31, 2019

Carrying amount at
December 31, 2019
Building
$ 344,374
4,518
-
-

(12,153)

$ 336,739

$ 58,702
6,386
-
-

(2,025)

$ 63,063

$ 273,676

$ 342,252
3,959
-
-

(1,837)

$ 344,374

$ 52,376
6,693
-
-

(367)

$ 58,702

$ 285,672
Machinery
and
Equipment
$ 359,899

5,670

(794 )

1,794

(12,686)

$ 353,883

$ 242,815

27,761

(794 )

1,256

(8,359)

$ 262,679

$ 91,204

$ 351,226

7,482

(2,707 )

5,878

(1,980)

$ 359,899

$ 216,917

29,458

(2,039 )

-

(1,521)

$ 242,815

$ 117,084
Transpor-
tation
Equipment

$ 14,239

1,608

(1,449 )

4,424

(465)

$ 18,357

$ 8,474

2,089

(1,449 )

4,424

(257)

$ 13,281

$ 5,076

$ 16,822

1,525

(4,304 )

248

(52)

$ 14,239

$ 6,247

2,333

(3,946 )

3,906

(66)

$ 8,474

$ 5,765
Furniture,
Fixture and
Equipment
$ 5,060

1,149

(600 )

-

(176)

$ 5,433

$ 3,160

581

(478 )

-

(111)

$ 3,152

$ 2,281

$ 4,899

189

(230 )

229

(27)

$ 5,060

$ 2,787

442

(174 )

125

(20)

$ 3,160

$ 1,900
Leasehold
Improve-
ments
$ 542

124

-

-

(18)

$ 648

$ 337

53

-

-

(11)

$ 379

$ 269

$ 545

-

-

-

(3)

$ 542

$ 317

23

-

-

(3)

$ 337

$ 205
Other
Equipment

$ 67,662

1,291

(9 )

135

(2,383)

$ 66,696

$ 31,759

5,843

(8 )

-

(1,076)

$ 36,518

$ 30,178

$ 66,928

1,513

(187 )

(229 )

(363)

$ 67,662

$ 26,337

5,866

(101 )

(125 )

(218)

$ 31,759

$ 35,903
Property
under
Construction
$ 23,518

16,506

-

(135 )

(695)

$ 39,194

$ -

-

-

-

-

$ -

$ 39,194

$ 1,849

23,859

-

(1,865 )

(325)

$ 23,518

$ -

-

-

-

-

$ -

$ 23,518
Total
$ 815,294

30,866

(2,852 )

6,218

(28,576)
$ 820,950
$ 345,247

42,713

(2,729 )

5,680

(11,839)
$ 379,072
$ 441,878
$ 784,521

38,527

(7,428 )

4,261

(4,587)
$ 815,294
$ 304,981

44,815

(6,260 )

3,906

(2,195)
$ 345,247
$ 470,047
  • 29 -

Note: The reclassification of property, plant and equipment included reclassification from right-of-use assets.

The above items of property, plant and equipment used by the Group are depreciated on a straight-line basis over their estimated useful lives as follows:

Building Main buildings 50-52 years Others 50 years Machinery and equipment 3-10 years Transportation equipment 5 years Furniture, fixture and equipment 3-10 years Leasehold improvements 3-25 years Other equipment 5-10 years

Property, plant and equipment used by the Group pledged as collateral for bank borrowings are set out in Note 31.

14. LEASE ARRANGEMENTS

  • a. Right-of-use assets
Carrying amount
Land

Buildings
Machinery and equipment
Transportation equipment



Additions to right-of-use assets
Depreciation charge for right-of-use assets
Land
Buildings
Machinery and equipment
Transportation equipment
December 31 December 31
2020
$ 161,171

2,640
-

362

$ 164,173

For the Year Ended
2019
$ 172,826
3,700
704

530
$ 177,760
December 31
2020
$ 1,409
$ 3,930
2,330
135

136
$ 6,531
2019
$ 2,213
$ 4,192
2,067
191

1,000
$ 7,450
  • 30 -

b. Lease liabilities

Carrying amount
Current
Non-current
Range of discount rates for lease liabilities was as follows:
December 31

2020
$ 2,226

$ 671
2019
$ 2,163
$ 1,932
Buildings
Transportation equipment
December 31
2020
2019
1.80%-5.84%
5.54%-5.84%
4.00%
4.00%
  • c. Material leasing activities and terms

The Group leases land for the use of plants and offices with lease terms of 30 to 93 years. The Group does not have bargain purchase options to acquire the leasehold land at the end of the lease terms.

d. Other lease information


Expenses relating to short-term leases
Expenses relating to low-value asset leases
Total cash outflow for leases
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 2,475

$ 885

$ (6,082)
2019
$ 3,279
$ 225
$ (46,841)

The Group’s leases of certain worker hostels qualify as short-term leases and certain offices qualify as low-value asset leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.

Right-of-use assets pledged as collateral for bank borrowings is set out in Note 31.

All lease commitments (the Group as a lessee) with lease terms commencing after the balance sheet dates are as follows:

Lease commitments December 31
2020
$ -
2019
$ 1,522
  • 31 -

15. GOODWILL


Cost

Balance at January 1
Effects of foreign currency exchange differences
Balance at December 31
Accumulated impairment losses
Balance at January 1
Impairment losses recognized
Effects of foreign currency exchange differences
Balance at December 31
Carrying amounts at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31







2020
$ 5,638


(200)

$ 5,438

$ 5,253

-

(186)

$ 5,067

$ 371
2019
$ 5,667

(29)
$ 5,638
$ -
5,329

(76)
$ 5,253
$ 385

The Group recognized goodwill on the acquisition of Arif Efektif Sdn. Bhd. and Cosmos Biowood Sdn. Bhd. The cost of investment is higher than the fair value of the identifiable assets and liabilities assumed on the acquisition date.

Because Cosmos Biowood Sdn. Bhd.’s acquisition of right of use of forest plantation was delayed, the Group assessed the recoverable amount of goodwill at $0 in 2019 and recognized impairment loss on goodwill of Cosmos Biowood Sdn. Bhd. at $5,329 thousand.

16. OTHER INTANGIBLE ASSETS


Cost
Balance at January 1
Additions
Disposals
Effects of foreign currency exchange differences
Balance at December 31
Accumulated amortization
Balance at January 1
Amortization expense
Disposals
Effects of foreign currency exchange differences
Balance at December 31
Carrying amount at December 31
Computer Software Computer Software Computer Software
For the Year Ended December 31






2020

$ 4,990

228
-

(175)

$ 5,043

$ 2,918

911
-

(95)

$ 3,734

$ 1,309
2019
$ 8,086
142
(3,240)

2
$ 4,990
$ 5,173
980
(3,240)

5
$ 2,918
$ 2,072
  • 32 -

Computer software is amortized over 5 years on a straight-line basis.


An analysis of amortization by function
General and administrative expenses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 911
2019
$ 980

17. OTHER ASSETS

Current
Prepayments
Prepayments for purchase

Office supplies
Input tax
Others


Refundable deposits

Non-current
Refundable deposits

Prepayment for equipment
Prepayments

December 31 December 31






2020
$ 99,083

17,635
7,765

3,082

$ 127,565

$ 175

$ 11,004

4,952

9,190

$ 25,146
2019
$ 9,807
18,523
5,726

7,725
$ 41,781
$ -
$ 8,262
-

9,527
$ 17,789

18. BORROWINGS

a. Short-term borrowings

Secured borrowings (Note 31)
Bank loans
December 31 December 31
2020
$ 45,944
2019
$ 9,204

The range of interest rates on bank loans was 1.43%-1.75% and 2.95% per annum as of December 31, 2020 and 2019, respectively.

  • 33 -

b. Long-term borrowings

Secured borrowings (Note 31)
Bank loans (1)
Unsecured borrowings
Others (2)
Less: Current portion
Long-term borrowings
1) The details of the long-term bank loans are as follows:
Effective
Rate
Variable rate
AmIslamic Bank medium-term bank loan with a
total amount of MYR5,000 thousand, from
May 22, 2014 to May 1, 2021, repayable in
monthly installments of principal and interest,
repaid in advance on June 1, 2020
3.70%
AmIslamic Bank medium-term bank loan with a
total amount of MYR3,580 thousand, from
March 31, 2013 to May 1, 2020, repayable in
monthly installments of principal and interest,
repaid in advance on March 1, 2020
4.45%
AmIslamic Bank medium-term bank loan with a
total amount of MYR5,000 thousand, from
March 31, 2013 to March 1, 2021, repayable
in monthly installments of principal and
interest
3.45%
AmIslamic Bank medium-term bank loan with a
total amount of MYR6,500 thousand, from
March 31, 2013 to March 1, 2021, repayable
in monthly installments of principal and
interest
4.20%
December 31





$ 2020
2019

3,226
$ 21,169
2,129

-
5,355
21,169
(5,355)
(17,810)

-
$ 3,359
December 31
$




2020
$ -

-
1,383

1,843

$ 3,226
2019
$ 3,662
1,127
7,037

9,343
$ 21,169

2) Other borrowing was fixed-rates loan from individuals. Such loan is due on December 31, 2021, and the effective interest rate was 4% per annum as of December 31, 2020.

  • 34 -

19. OTHER LIABILITIES

Current
Other payables
Payable for salaries and bonuses (including compensation of
employees and remuneration of directors)
Payable for pension fees
Payable for professional service fees
Payable for utilities
Payable for purchase of equipment
Payable for taxes
Payable for royalties
Payable for marketing expenses
Payable for maintenance
Payable for freight
Payable for welfare
Others
Other liabilities
Deferred revenue - from government grants (Note)
Guarantee deposits received
Non-current
Guarantee deposits received
December 31






2020
$ 16,214

2,327
2,633
1,994
951
2,038
3,071
9,864
5,894
18,595
5,434

8,989

$ 78,004

$ 1,872


4,326

$ 6,198

$ -
2019
$ 14,840
2,045
2,027
2,141
134
1,532
906
6,271
4,101
10,894
5,633

7,591
$ 58,115
$ 2,949

-
$ 2,949
$ 380

Note: The Group applied for a research and development grant sponsored by the Malaysia government. The grant spans over a two-year period and divided into two payments, $2,715 thousand and $3,556 thousand in 2014 and 2016, respectively. The associated income was recognized proportionally according to the progress of the research and development project.

20. RETIREMENT BENEFIT PLANS

The subsidiaries are required to contribute a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits in accordance with local regulation. Except for the abovementioned, the Group does not have any other retirement or pension plans for employees.

  • 35 -

21. EQUITY

a. Share capital

Ordinary shares

Number of shares authorized (in thousands)

Shares authorized

Number of shares issued and fully paid (in thousands)

Shares issued
December 31 December 31



2020

600,000

$ 6,000,000


64,034

$ 640,340
2019

600,000
$ 6,000,000

64,034
$ 640,340

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.

b. Capital surplus

May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (Note)
Issuance of ordinary shares

May be used to offset deficit only
Exercise of employee share options
Forfeited employee share options
May not be used for any purpose
Others

December 31 December 31


2020
$ 775,964

2,675
2,862

337

$ 781,838
2019
$ 775,964
2,675
2,862

337
$ 781,838

Note: Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and to once a year).

  • c. Retained earnings and dividends policy

The shareholders of the Company held their regular meeting on June 19, 2019 and in that meeting, resolved the amendments to the Company’s Articles of Incorporation (the “Articles”). The amendments explicitly stipulate that the proposal for profit distribution or offsetting of losses should be made at the end of each six months of the fiscal year. The board of directors is authorized to adopt a special resolution to distribute dividends and bonuses in cash and a report of such distribution should be submitted in the shareholders’ meeting.

Under the dividends policy as set forth in the amended Articles, where the Company made a profit each six months of the fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with

  • 36 -

any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan. For distribution of dividends and bonus in shares, the distribution plan should be resolved in the shareholders’ meeting. As for distribution of dividends and bonus in cash, the board of directors is authorized to adopt a special resolution and a report of such distribution should be submitted in the shareholders’ meeting.

Under the dividends policy as set forth in the Articles before the amendments, where the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for distribution of dividends and bonus to shareholders. For the compensation of employees and remuneration of directors paid and the amounts recognized, refer to compensation of employees and remuneration of directors in Note 23 (g).

The Company’s Articles also stipulate that dividends can be distributed in shares or in cash. Cash dividends should be no less than 50% of the total dividends distributed.

Appropriation of earnings to the legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

The appropriations of earnings for 2019 and 2018, which were approved in the shareholders’ meetings on June 16, 2020 and June 19, 2019, respectively, were as follows:


Legal reserve

Special reserve

Cash dividends

Cash dividends per share (NT$)
Appropriation of Earnings Appropriation of Earnings Appropriation of Earnings
For the Year Ended December 31



2019
$ 3,569

$ 8,221

$ 64,034

$ 1.00
2018
$ 30,506
$ 1,665
$ 153,682
$ 2.40

The appropriations of earnings for 2020 which were proposed by the Company’s board of directors on March 26, 2021 were as follows:

For the Year For the Year
Ended
December 31,
2020
Legal reserve $
8,220
Special reserve $ 77,394
Cash dividends $ 64,034
Cash dividends per share (NT$) $
1.00

The above appropriation for cash dividends had been resolved by the Company’s board of directors; the other appropriations will be resolved by the shareholders in their meeting to be held on June 28, 2021.

  • 37 -

d. Special reserve


Balance at January 1

Appropriation in respect of
Debit to other equity items

Balance at December 31
For the Year Ended For the Year Ended December 31


2020
$ 312,099


8,221

$ 320,320
2019
$ 310,434

1,665
$ 312,099

According to the Articles, special reserve should be appropriated for the amount equal to the difference between net debit balance reserve of other equity items and the balance of special reserve appropriated on the reporting date. Any special reserve appropriated may be reversed to the extent that the net debit balance reverses and is thereafter distributed.

e. Other equity items

Exchange differences on translation of the financial statements of foreign operations


Balance at January 1

Exchange differences on translation to the presentation currency
Exchange differences on translation of the financial statements of
foreign operations
Related income tax

Balance at December 31
For the Year Ended For the Year Ended December 31



2020
$ (320,320)


(75,721)
(2,201)

528

$ (397,714)
2019
$ (312,099)
(9,529)
1,722

(414)
$ (320,320)

f. Non-controlling interests


Balance at January 1

Share in profit for the year
Other comprehensive income (loss) during the year
Exchange differences on translation to the presentation
currency
Exchange differences on translation of the financial statements
of foreign operations
Cash dividends
Non-controlling interests from issuance of ordinary shares
Changes in proportions of ownership in subsidiaries (Note 26)

Balance at December 31
For the Year Ended For the Year Ended December 31


2020
$ 380,181

15,964
(13,483)
(330)
(11,414)
5,750

-

$ 376,668
2019
$ 363,677
2,984
(2,251)
307
-
15,018

446
$ 380,181

22. REVENUE


Revenue from the sale of goods
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 1,642,783
2019
$ 1,767,699
  • 38 -

a. Contract information

Revenue from the sale of goods

The Group’s revenue mainly comes from sale of bio-organic and bio-chemical compound fertilizers. All goods are sold at agreed-upon prices.

  • b. Contract balances
December 31, December 31, December 31, December 31,
2020 2019 January 1, 2019
Trade receivables (including related parties)
(Notes 9 and 30) $ 547,834
$ 329,831 $ 808,203
Contract liabilities - current $ 87
$ 1,532 $ 9,867

Revenue recognized in the current year that was included in the contract liability balance at the beginning of the year and from the performance obligations satisfied in the previous periods was summarized as follows:


From contract liabilities at the start of the year
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 1,532
2019
$ 9,867
  • c. Disaggregation of revenue

Refer to Note 36 for details of disaggregation of revenue.

23. NET PROFIT

  • a. Interest income

Bank deposits

Financial assets at amortized cost
Loans to related party (Note 30)

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 13,388

4,914

498

$ 18,800
2019
$ 12,630
4,738

-
$ 17,368
  • b. Other income

Rental income
Others (Note 30)
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 31

11,990
$ 12,021
2019
$ 33

16,642
$ 16,675
  • 39 -

c. Other gains and losses


Gain on disposal of property, plant and equipment
Net foreign exchange gains (h)
Fair values changes of financial assets
Financial assets mandatorily classified as at FVTPL
Impairment loss recognized on goodwill
Others
d. Finance costs

Interest on bank loans
Interest on lease liabilities (Note 30)
Other interest expenses
e. Depreciation and amortization

An analysis of depreciation by function
Operating costs
Operating expenses
An analysis of amortization by function
Operating expenses
f. Employee benefits expense

Post-employment benefits
Defined contribution plan

Other employee benefits (Note)

Total employee benefits expense

An analysis of employee benefits expense by function
Operating costs

Operating expenses

For the Year Ended For the Year Ended December 31
2020
$ 151
19,084
2,643
-

(3)
$ 21,875
For the Year Ended
2019
$ 385
9,533
1,587
(5,329)

(29)
$ 6,147
December 31
2020
$ 4,165
191

84
$ 4,440
For the Year Ended
2019
$ 9,129
319

-
$ 9,448
December 31
2020
$ 33,772

15,472
$ 49,244
$ 911
For the Year Ended
2019
$ 36,210

16,055
$ 52,265
$ 980
December 31





2020
$ 8,707


132,497

$ 141,204

$ 47,840


93,364

$ 141,204
2019
$ 8,844

142,909
$ 151,753
$ 50,765

100,988
$ 151,753
  • 40 -

Note: The Group received grants of $2,978 thousand related to COVID-19 epidemic in 2020, which was included in the reduction of other employee benefits in each reporting period.

  • g. Compensation of employees and remuneration of directors

According to the Articles, the Company accrues compensation of employees at rates of no less than 1% and no higher than 10% and remuneration of directors at rates of no higher than 10%, respectively, of net profit before income tax, compensation of employees, and remuneration of directors. The compensation of employees and the remuneration of directors for the years ended December 31, 2020 and 2019, which were approved by the Company’s board of directors on March 26, 2021 and March 24, 2020, respectively, are as follows:

Accrual rate

Compensation of employees
Remuneration of directors
For the Year Ended December 31
2020
2019
3%
3%
2%
2%

Amount

Compensation of employees

Remuneration of directors
For the Year Ended December 31 For the Year Ended December 31
2020
Cash
Shares
$ 2,696
$ -

1,797
-
2019
Cash
Shares
$ 1,128
$ -
752
-

If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.

There is no difference between the actual amounts of compensation of employees and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2019 and 2018.

Information on the compensation of employees and remuneration of directors resolved by the Company’s board of directors in 2021 and 2020 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • h. Gains and losses on foreign currency exchange

Foreign exchange gains
Foreign exchange losses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 49,239

(30,155)

$ 19,084
2019
$ 20,307
(10,774)
$ 9,533
  • 41 -

24. INCOME TAXES

a. Income tax recognized in profit or loss

Major components of income tax expense are as follow:


Current tax
In respect of the current year

Adjustments for prior year

Deferred tax
In respect of the current year

Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 47,171

2,572
49,743

1,760
$ 51,503
2019
$ 71,222

(546)
70,676

(5,536)
$ 65,140

A reconciliation of accounting profit and income tax expenses is as follows:


Profit before tax

Income tax expense calculated at the statutory rate (24%)

Nondeductible expenses in determining taxable income
Tax-exempt income
Unrecognized loss carryforwards
Unrecognized deductible temporary differences
Adjustments for prior years’ income tax
Effects of different tax rate of entities in the Group operating in
other jurisdictions

Income tax expense recognized in profit or loss
For the Year Ended For the Year Ended December 31



2020
$ 149,671

$ 35,921

8,565
(678)
746
(140)
2,572

4,517

$ 51,503
2019
$ 103,818
$ 24,916
10,652
-
1,623
(265)
(546)

28,760
$ 65,140

The applicable income tax rate used by the Group in Malaysia was both 24% in 2020 and 2019. Tax rates used by other entities operating in other jurisdictions are based on the tax laws in each jurisdiction.

b. Income tax recognized in other comprehensive income


Deferred tax
In respect of the current year
Exchange differences on translation of the financial statements
of foreign operations
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ (528)
2019
$ 414
  • 42 -

c. Current tax assets and liabilities

Current tax assets
Tax refund receivables
Current tax liabilities
Income tax payables
December 31

2020
$ 7,750

$ 17,374
2019
$ 2,446
$ 7,977

d. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities are as follows:

For the year ended December 31, 2020

Deferred tax assets
Temporary differences
Exchange differences on
translation of the financial
statements of foreign
operations

Allowance for impaired
receivables

Allowance for impaired
inventory
Others
Investments tax credits


Deferred tax liabilities
Temporary differences
Depreciation of property,
plant and equipment

Unrealized exchange gains

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
Exchange
Differences
$ 177
$ -
$ 528
$ (2)

24,192
(3,862)
-
(889)

3,109
(98)
-
(111)
-
10
-
-
12,466

-

-

(441)

$ 39,944
$ (3,950)
$ 528
$ (1,443)

$ 32,451
$ (2,602)
$ -
$ (1,171)


36

412

-

2

$ 32,487
$ (2,190)
$ -
$ (1,169)
Closing
Balance
$ 703
19,441
2,900
10
12,025
$ 35,079
$ 28,678

450
$ 29,128
  • 43 -

For the year ended December 31, 2019

Deferred tax assets
Temporary differences
Exchange differences on
translation of the financial
statements of foreign
operations

Unrealized exchange losses
Allowance for impaired
receivables

Allowance for impaired
inventory
Investments tax credits


Deferred tax liabilities
Temporary differences
Depreciation of property,
plant and equipment

Unrealized exchange gains

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehensive
Income
Exchange
Differences
$ 587
$ -
$ (414)
$ 4

107
(107)
-
-
13,489
10,930
-
(227)

1,851
1,286
-
(28)
12,530

-

-

(64)

$ 28,564
$ 12,109
$ (414)
$ (315)

$ 25,742
$ 6,941
$ -
$ (232)


401

(368)

-

3

$ 26,143
$ 6,573
$ -
$ (229)
Closing
Balance
$ 177
-
24,192
3,109
12,466
$ 39,944
$ 32,451

36
$ 32,487

e. Deductible temporary differences and unused loss carryforwards for which no deferred tax assets have been recognized in the consolidated balance sheets

Deductible temporary differences
Allowance for impaired inventory
Loss carryforwards
December 31

2020
$ 8,990

$ 8,329
2019
$ 7,943
$ 11,908

f. Income tax assessments

As of December 31, 2020, except for Sabah Softwoods Hybrid Fertiliser Sdn. Bhd., which filed for correction for its tax credit in 2016 but did not obtain approval, the Group did not have any claim or litigation regarding tax assessment.

25. EARNINGS PER SHARE


Basic earnings per share
Diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 1.28
$ 1.28
2019
$ 0.56
$ 0.56
  • 44 -

The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share calculation were as follows:

Net Profit for the Year


Profit for the year attributable to owners of the Company
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 82,204
2019
$ 35,694

Weighted Average Number of Ordinary Shares Outstanding (In Thousand Shares)


Weighted average number of ordinary shares used in the
computation of basic earnings per share
Effects of potentially dilutive ordinary shares
Compensation of employees
Weighted average number of ordinary shares used in the
computation of diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31

2020
64,034

82


64,116
2019
64,034

67

64,101

The Group may settle compensation of employees in cash or shares; therefore the Group assumes that the entire amount of the compensation will be settled in shares, and the resulting potential shares are 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.

26. EQUITY TRANSACTIONS WITH NON-CONTROLLING INTERESTS

On March 25, 2019, the Group subscribed new shares issued by GK Bio International Sdn. Bhd. at a percentage different from its existing ownership percentage, which reduced its continuing interest from 100% to 60%. In addition, on August 23, 2019, the Company subscribed new shares issued by PT All Cosmos Biotek at a percentage different from its existing ownership percentage, which increased its continuing interest from 60% to 83%.

The above transactions were accounted for as equity transactions, since the Group did not cease to have control over these subsidiaries.

GK Bio
International PT All Cosmos
Sdn. Bhd. Biotek
Cash consideration paid
$ (13,594)
$ (42,844)
The proportionate share of the carrying amount of the net assets of
the subsidiary
13,642

42,350
Differences recognized from equity transactions
$ 48

$

(494)
(Continued)
  • 45 -
GK Bio
International PT All Cosmos
Sdn. Bhd. Biotek
Line items adjusted for equity transactions
Capital surplus - changes in percentage of ownership interests in
subsidiaries $ 48 $
(48)
Retained earnings - (446)
$ 48 $
(494)
(Concluded)

27. CASH FLOWS INFORMATION

a. Non-cash transaction

For the years ended December 31, 2020 and 2019, the Group entered into the following non-cash investing and financing activities which were not reflected in the consolidated statements of cash flows:

As of December 31, 2020 and 2019, the payable for purchasing equipment (recognized as other payables) were $951 thousand and $134 thousand, respectively.

b. Changes in liabilities from financing activities

For the year ended December 31, 2020

Short-term borrowings

Long-term borrowings
Guarantee deposits received
Lease liabilities
Other payables to related parties

Opening
Balance
$ 9,204

21,169
380
4,095

1

$ 34,849
Cash Flows
$ 36,733
(14,939 )
3,927
(2,531 )

412

$ 23,602
No n-cash Changes
Interest
Expenses
Exchange
Differences
$ -
$ 7

-
(875 )
-
19
191
(76 )

-

4

$ 191
$ (921)
Others
$ -


-

-

(191 )

-

$ (191)
Closing
Balance
$ 45,944
5,355
4,326

2,897

417




New Leases
$ -


-
-

1,409

-

$ 1,409
$ 58,939

For the year ended December 31, 2019

Short-term borrowings

Long-term borrowings
Guarantee deposits received
Lease liabilities
Other payables to related parties

Opening
Balance
$ 146,785

45,212
22
43,458

7

$ 235,484
Cash Flows
$ (138,873 )
(24,152 )
363
(43,018 )

(5)

$ (205,685 )
No n-cash Changes
Interest
Expenses
Exchange
Differences
$ -
$ 1,292

-
109
-
(5 )
319
1,442

-

-

$ 319
$ 2,838
Others
$ -

-

-
(319 )

(1)

$ (320)
Closing
Balance
$ 9,204
21,169
380

4,095

1




New Leases
$ -


-
-

2,213

-

$ 2,213
$ 34,849

28. CAPITAL MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance. The Group’s overall strategy remains unchanged.

The management of the Group periodically reviews its capital structure. As part of the review, the management considers the cost of capital, and the risks associated with each borrowings and the financial ratio required to determine the reasonable scale of capital structure of the Group. The Group balances its overall capital structure by distributing dividend, issuing new shares and obtaining loans.

  • 46 -

29. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments not measured at fair value

The Group’s management believes that the carrying amount of financial assets and financial liabilities that are not measured at fair value approximates the fair value.

  • b. Fair value of financial instruments measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2020
Financial assets at FVTPL
Mutual funds

December 31, 2019
Financial assets at FVTPL
Derivative financial assets

Mutual funds

Level 1
$ 59,766

Level 1
$ -


60,466

$ 60,466
Level 2
$ -

Level 2
$ 43


-

$ 43
Level 3
$ -

Level 3
$ -


-

$ -
Total
$ 59,766
Total
$ 43

60,466
$ 60,509

There were no transfers between Levels 1 and 2 for the years ended December 31, 2020 and 2019.

  • 2) Valuation techniques and inputs applied for the purpose of measuring Level 2 fair value measurement
Financial Instruments
Derivatives - foreign exchange
forward contracts
Valuation Techniques and Inputs
Fair values of foreign exchange derivative contracts are
measured on the basis of quotations provided by financial
institutions.
  • c. Categories of financial instruments
Financial assets
FVTPL
Mandatorily classified as at FVTPL

Financial assets at amortized cost (1)
Financial liabilities
Amortized cost (2)
December 31
2020
2019
$ 59,766
$ 60,509
1,475,182
1,520,269
173,678
141,977
  • 1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, trade receivables, trade receivables from related parties, other receivables (excluding GST refund receivable), other receivables from related parties, financial assets at amortized cost and refundable deposits.

  • 47 -

  • 2) The balances include financial liabilities at amortized cost, which comprise short-term borrowings, trade payables, trade payables from related parties, other payables (excluding payable for salaries and bonuses, payable for pension fees, payable for taxes, payable for welfare and insurance), other payables to related parties, current portion of long-term borrowings, long-term borrowings, and guarantee deposits received.

  • d. Financial risk management objectives and policies

The Group’s major financial instruments include trade receivables, trade payables, lease liabilities and borrowings. The Group’s corporate treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including foreign currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Group seeks to minimize the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by the Group’s policies approved by the board of directors, which provided written principles on foreign currency risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits is reviewed by the internal auditors on a continuous basis. The Group did not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

1) Market risk

The Group’s activities exposed it primarily to the financial risks of changes in foreign currency risk, interest risk and other price risk. The Group entered into forward foreign exchange contracts to hedge the foreign currency risk arising from the importations denominated in United States dollar.

a) Foreign currency risk

The Group’s involvement in foreign currency denominated transactions exposed it to excessive risk arising from volatility of the exchange difference. The Group’s risk management policy on foreign exchange is within standard, utilizing derivative - foreign currency forward contract - to manage risks.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) and of the derivatives exposed to foreign currency risk at the end of the year are set out in Note 34.

Sensitivity analysis

The Group is mainly exposed to the fluctuations of United States dollars (USD).

  • 48 -

The following table details the Group’s sensitivity to a 5% increase and decrease in the functional currency against the relevant foreign currencies.

The sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates is 5%. The sensitivity analysis included only outstanding foreign currency denominated monetary items (e.g. trade receivables, trade payables and borrowing from external entities), and adjusts their translation at the end of the year for a 5% change in foreign currency rates. A positive number below indicates an increase in pre-tax profit and other equity associated with functional currency strengthened by 5% against the relevant foreign currency. For a 5% weakening of functional currency against the relevant foreign currency, there would be an equal and opposite impact on pre-tax profit and other equity, and the balances below would be negative.


Profit or loss
USD Impact
For the Year Ended December 31
2020
2019
$ 6,452 *
$ 3,925 *
  • The result was mainly attributable to the exposure on bank deposits, trade receivables and trade payables in USD that were not hedged at the end of the year.

The Group’s sensitivity to foreign currency increased during the current year mainly due to the increases of the foreign financial assets.

b) Interest rate risk

The Group is exposed to interest rate risk because entities in the Group borrow funds at both fixed and floating interest rates.

The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the year were as follows.

Fair value interest rate risk
Financial assets

Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
December 31
2020
2019
$ 263,085
$ 428,566
50,441
13,299
84,492
61,250
3,755
21,169

Sensitivity analysis

The sensitivity analysis below was determined based on the Group’s exposure to interest rates for both derivatives and non-derivative instruments at the end of the year. For floating rate liabilities, the analysis was prepared assuming the amount of the liability outstanding at the end of the year was outstanding for the whole year. Sensitivity rate of 1% increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

  • 49 -

If interest rates had been 1% higher/lower and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2020 and 2019 would have increased/decreased by $807 thousand and $401 thousand, respectively, which was mainly a result of the change in floating rate bank borrowings and bank deposits.

The Group’s sensitivity to interest rates increased during the current year mainly due to the increases in net financial assets of cash flow interest rate risk.

c) Other price risk

The Group was exposed to price risk through its investments in money market fund instruments which were classified as financial assets at FVTPL. The investments are held for strategic purposes. The Group manages this exposure by maintaining a portfolio of investments with lower risks.

Sensitivity analysis

The sensitivity analysis below was determined based on the exposure to money market funds price risks at the end of the year.

If money market funds prices had been 1% higher/lower, pre-tax profit for the years ended December 31, 2020 and 2019 would have increased/decreased by $598 thousand and $605 thousand, respectively, as a result of the changes in fair value of financial assets at FVTPL.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. At the end of the year, the Group’s maximum exposure to credit risk, which would cause a financial loss to the Group due to the failure of the counterparty to discharge its obligations and due to financial guarantees provided by the Group, could be equal to the carrying amount of the respective recognized financial assets as stated in the balance sheets.

In order to minimize credit risk, the management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue receivables.

3) Liquidity risk

The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2020 and 2019, the Group had available unutilized short-term bank loan facilities set out in (c) below.

a) Liquidity and interest rate risk tables for non-derivative financial liabilities

The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The tables included both interest and principal cash flows.

  • 50 -

Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed upon repayment dates.

To the extent that interest flows are at floating rates, the undiscounted amount was derived from the interest rate curve at the end of the year.

December 31, 2020

On Demand
or Less than
1 Month
1-3 Months
3 Months to
1 Year
Non-derivative financial
liabilities
Non-interest bearing
$ 111,235
$ 7,148
$ 3,996

Lease liabilities
220
427
1,657
Floating interest rate liabilities
1,083
2,693
-
Fixed interest rate liabilities

-

45,554

2,299

$ 112,538
$ 55,822
$ 7,952
1-5 Years
$ -

682
-

-

$ 682
5+ Years
$ -
-
-

-
$ -

Additional information about the maturity analysis for lease liabilities:

Less than 1
Year
1-5 Years
5-10 Years 10-15 Years
Lease liabilities
$ 2,304
$ 682
$ -
$ -
December 31, 2019
On Demand
or Less than
1 Month
1-3 Months
3 Months to
1 Year
Non-derivative financial
liabilities
Non-interest bearing
$ 49,601
$ 58,659
$ 2,964

Lease liabilities
210
436
1,695
Floating interest rate liabilities
2,127
4,253
12,026
Fixed interest rate liabilities

-

-

9,338

$ 51,938
$ 63,348
$ 26,023
15-20 Years
$ -

1-5 Years
$ 380

1,994
3,383

-

$ 5,757
20+ Years
$ -
5+ Years
$ -
-
-

-
$ -

Additional information about the maturity analysis for lease liabilities:

Less than 1
Year
Lease liabilities
$ 2,341
1-5 Years
5-10 Years 10-15 Years 15-20 Years
$ 1,994
$ -
$ -
$ -
20+ Years
$ -

The amount included above for floating interest rate instruments for both non-derivative financial assets and liabilities were subject to change if changes in floating interest rates differ from those estimates of interest rates determined at the end of the year.

  • 51 -

  • b) Liquidity and interest rate risk tables for derivative financial liabilities

The following table detailed the Group’s liquidity analysis for its derivative financial instruments. The table is based on the undiscounted contractual net cash inflows and outflows on derivative instruments that settle on a net basis, and the undiscounted gross inflows and outflows on those derivatives that require gross settlement. When the amount payable or receivable is not fixed, the amount disclosed was determined by reference to the projected interest rates as illustrated by the yield curves at the end of the year.

December 31, 2019

On Demand or Less than 3 Months 1 Month 1-3 Months to 1 Year 1-5 Years 5+ Years Net settled Foreign exchange forward contracts $ 21 $ 22 $ - $ - $ -

  • c) Financing facilities
Secured bank loan facilities:
Amount used

Amount unused

December 31 December 31


2020
$ 49,170


865,916

$ 915,086
2019
$ 30,373

987,706
$ 1,018,079

30. TRANSACTIONS WITH RELATED PARTIES

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed as follows.

  • a. Related party names and categories

Related Names

Related Party Categories

Sabah Softwoods Berhad Related party in substance Sawit Kinabalu Seeds Sdn. Bhd. Related party in substance Borneo Samudera Sdn. Bhd. Related party in substance Bongalio Development Sdn. Bhd. Related party in substance Kalabakan Plantation Sdn. Bhd. Related party in substance Oscar Kinabalu Sdn. Bhd. Related party in substance Bagahak Plantation Sdn. Bhd. Related party in substance Saplantco Sdn. Bhd. Related party in substance Sawit Ecoshield Sdn. Bhd. Associate Grape King Bio Ltd. Related party in substance Peng Sheng Ching Related party in substance Tan Chek Yen Related party in substance Peng Shih Hao Key management personnel

  • 52 -

b. Operating revenue

Related Party
For the Year Ended December 31
Line Items
Categories/Name
2020
2019

Sales
Related parties in substance
Sabah Softwoods Berhad
$ 110,405
$ 242,482
Borneo Samudera Sdn. Bhd.
78,939
161,530
Others
11,701
29,504
Associate

7,810

2,752
$ 208,855
$ 436,268
The selling price for related parties is calculated with reference to the applicable market price. The
credit terms for the related parties are comparable to those for unrelated parties.
Purchase of goods
For the Year Ended December 31
Related Party Category/Name
2020
2019

Related parties in substance
$ 14,198
$ -
For the Year Ended For the Year Ended December 31

2020
$ 14,198
2019
$ -

The selling price for related parties is calculated with reference to the applicable market price. The credit terms for the related parties are comparable to those for unrelated parties.

c. Purchase of goods

Purchases of goods for related parties are calculated with reference to general market conditions. The payment term for the related parties are comparable to those of unrelated parties.

  • d. Receivables from related parties (excluding loans to related parties)
Related Party
Line Items
Categories/Name

Trade receivables
Related parties in substance
Borneo Samudera Sdn. Bhd.
Sabah Softwoods Berhad
Others
Associate

Less: Allowance for

impairment loss

Other receivables
Associate
Sawit Ecoshield Sdn. Bhd.

Key management personnel

December 31 December 31







2020
$ 14,883

10,062
3,161

2,767

30,873

(473)

$ 30,400

$ 518


-

$ 518
2019
$ 7,589
23,849
4,577

2,713
38,728

(2,732)
$ 35,996
$ 7,609

37
$ 7,646

The outstanding receivables from related parties are unsecured.

The Group measures the loss allowance for trade receivables from related parties at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix approach considering the past default experience of the debtor and an analysis of the debtor’s current financial position. The following table details the loss allowance of trade receivables from related parties based on the Group’s provision matrix.

  • 53 -

Trade receivables from related parties

December 31, 2020

Not Past Due
Less than 90
Days
Expected credit loss rate
1.32%
4.04%

Gross carrying amount
$ 28,475
$ 2,398

Loss allowance (Lifetime
ECL)

(377)

(96)


Amortized cost
$ 28,098
$ 2,302

December 31, 2019
Not Past Due
Less than 90
Days
Expected credit loss rate
1.47%
3.06%

Gross carrying amount
$ 25,870
$ 1,860

Loss allowance (Lifetime
ECL)

(380)

(57)


Amortized cost
$ 25,490
$ 1,803
91 to 180
Days
181 to 270
Days
-
-
$ -
$ -


-

-

$ -
$ -

91 to 180
Days
181 to 270
Days
20.86%
-
$ 10,997
$ -


(2,294)

-

$ 8,703
$ -
Over 270
Days
100.00%
$ -


-

$ -

Over 270
Days
100.00%
$ 1


(1)

$ -
Total
$ 30,873

(473)
$ 30,400
Total
$ 38,728

(2,732)
$ 35,996

The movements of the loss allowance of trade receivables from related parties were as follows:



Balance at January 1
Add: Net remeasurement of loss allowance

Less: Net remeasurement of loss allowance
Foreign exchange losses
Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2020
$ 2,732

-
(2,143)


(116)

$ 473
2019
$ 602
2,164
-

(34)
$ 2,732

e. Payables to related parties (excluding loans from related parties)

Related Party
Line Items
Categories/Name

Trade payables
Related parties in substance



Other payables
Related parties in substance

Key management personnel

December 31



2020
$ 2,348

$ -


417

$ 417
2019
$ -
$ 1

-
$ 1

The outstanding payables to related parties are unsecured.

  • 54 -

  • f. Lease arrangements - Group is lessee

Acquisition of right-of-use assets


Related Party Category/Name

Related parties in substance
Related Party
Line Items
Categories/Name

Lease liabilities
Related parties in substance


Related Party Category/Name

Interest expense
Related parties in substance
Lease expense
Related parties in substance
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ -
December
2019
$ 422
31
2020


$ -
For the Year Ended
2019
$ 127
December 31
2020
$ -
$ 172
2019
$ 16
$ -

The Group leased an employees’ dormitory from related parties in substance with rentals paid monthly.

  • g. Loans to related parties
Related Party Category/Name
Associate

Sawit Ecoshield Sdn. Bhd.
Interest income
Related Party Category/Name
Associate

Sawit Ecoshield Sdn. Bhd.
December 31 December 31
2020
2019
$ 14,190
$ 14,711
December 31
2020
$ 498
2019
$ -

The Group provided its associate with unsecured short-term loans at rates comparable to market interest rates.

  • h. Other transactions with related parties

In 2019, ACI entered into an agreement with its associate to purchase machinery on its behalf and provide related technical consulting. For the year ended December 31, 2019, the service revenue was $6,673 thousand (recognized as other income).

  • 55 -

  • i. Remuneration of key management personnel


Short-term employee benefits
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 27,459
2019
$ 32,492

The remuneration of directors and key executives, as determined by the remuneration committee, was based on the performance of individuals and market trends.

31. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets were provided as collateral for bank borrowings:

Right-of-use assets

Financial assets at amortized cost- current
Financial assets at amortized cost - non-current
Buildings, net

December 31 December 31


2020
$ 113,229

-
106,670

273,676

$ 493,575
2019
$ 119,464
9,204
128,257

285,672
$ 542,597

32. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

In addition to those disclosed in other notes, significant contingencies and unrecognized commitments of the Group at December 31, 2020 and 2019 were as follows:

Acquisition of property, plant and equipment December 31
2020
$ 13,260
2019
$ 12,131

33. OTHER ITEMS

The COVID-19 pandemic in January 2020 caused the Malaysian government to impose national prevention measures to prevent the spread of the pandemic, suspending all business and religion events from March 18, 2020 to April 14, 2020. However, All Cosmos Industries Sdn. Bhd. and Sabah Softwoods Hybrid Fertiliser Sdn. Bhd. were granted permission to continue their operations, and the overall operation of the Group was not significantly affected.

Sabah Softwoods Hybrid Fertiliser Sdn. Bhd. was notified by the Sabah State Government to suspend work for disinfection and to conduct screening of all employees from November 9, 2020 due to exposure of employees to confirmed cases of COVID-19. During the suspension, the Company coordinated with its customers on the timing of shipment and All Cosmos Industries Sdn. Bhd. assisted in the shipment of inventory and, therefore, there was no significant impact on the overall operation.

  • 56 -

In January 2021, due to an employee's confirmed diagnosis of COVID-19, the production department of All Cosmos Industries Sdn. Bhd. was spontaneously suspended from January 21, 2021 to January 26, 2021. In response to the regulation of COVID-19 prevention issued by the health bureau, the production department extended the suspension of work and to resume work on January 29, 2021. During the suspension, the company conducted disinfection and comprehensive inspection. At the same time, All Cosmos Industries Sdn. Bhd. continued to ship products; therefore, there was no significant impact on the operations.

34. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Group’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies of the entities in the Group and the related exchange rates between foreign currencies and respective functional currencies were as follows:

December 31, 2020

Foreign Carrying
Currencies Exchange Rate Amount
Financial assets
Monetary items
USD $
4,859
4.13 (USD:MYR) $ 142,390
USD 9 14,441 (USD:IDR) 260
Financial liabilities
Monetary items
USD 464 4.13 (USD:MYR) 13,603
December 31, 2019
Foreign Carrying
Currencies Exchange Rate Amount
Financial assets
Monetary items
USD $
3,048
4.171 (USD:MYR) $ 93,506
USD 14 14,139 (USD:IDR) 425
Financial liabilities
Monetary items
USD 677 4.171 (USD:MYR) 20,756
The significant realized and unrealized foreign exchange gains (losses) were as follows:
For the Year Ended December 31, 2020 For the Year Ended December 31, 2019
Net Foreign Net Foreign
Foreign Exchange Gains Exchange Gains
Currency Exchange Rate (Losses) Exchange Rate (Losses)
USD 4.1997 (USD:MYR)
$ 15,739
4.1409 (USD:MYR)
$ 9,879
  • 57 -

35. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions:

  • 1) Financing provided to others (Table 1)

  • 2) Endorsements/guarantees provided (Table 2)

  • 3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (Table 3)

  • 4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (None)

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (None)

  • 6) Disposal of individual real estate at prices of at least $300 million or 20% of the paid-in capital (None)

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 4)

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (None)

  • 9) Trading in derivative instruments (Notes 7 and 29)

  • 10) Intercompany relationships and significant intercompany transactions (Table 5)

  • b. Information on investees (Table 6)

  • c. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the year, repatriations of investment income, and limit on the amount of investment in the mainland China area. (None)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses (None):

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the year.

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the year.

    • c) The amount of property transactions and the amount of the resultant gains or losses.

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the year and the purposes.

  • 58 -

  • e) The highest balance, the ending balance, the interest rate range, and total current period interest with respect to the financing of funds.

  • f) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receipt of services.

  • d. Information of major shareholders: list all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 7)

36. SEGMENT INFORMATION

Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided. Specifically, the Group’s reportable segments were All Cosmos Industries Sdn. Bhd. (ACI), Sabah Softwoods Hybrid Fertiliser Sdn. Bhd. (SSHF) and others.

The details of the Group’s reportable segments were as follows:

  • a. Segment revenues and results

The following was an analysis of the Group’s revenue and results from continuing operations by reportable segments.

ACI

SSHF
Others

Continuing operations

Interest income
Other income
Other gains and losses
Finance costs
Share of loss of associates
General administration costs
and remuneration of directors
Profit before tax (continuing
operations)
Segment Revenue
For the Year Ended
December 31
2020
2019
$ 1,172,851 $ 1,105,819
310,366
560,215

159,566

101,665

$ 1,642,783
$ 1,767,699

Segment Income Segment Income
For the Year Ended
December 31



2020
$ 1,172,851
310,366

159,566

$ 1,642,783




2020
$ 72,482

1,454

46,257

120,193
18,800
12,021
21,875
(4,440)
(1,296)

(17,482)

$ 149,671
2019
$ 57,464

13,196

22,428

93,088

17,368

16,675

6,147

(9,448)

(155)

(19,857)
$ 103,818

Segment revenue reported above represents revenue generated from external customers. The inter-segment sales for the years ended December 31, 2020 and 2019 have both been eliminated.

Segment profit represents the profit before tax earned by each segment without allocation of central administration costs and remuneration of directors, share of loss of associates, interest income, other income, other gains and losses, finance costs and income tax expense. This was the measure reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.

  • 59 -

b. Segment total assets and liabilities

Segment total assets and liabilities are not provided to the chief operating decision maker and thus not required to be disclosed.

  • c. Revenue from major products

The following is an analysis of the Group’s revenue from continuing operations from its major products.


Bio-chemical fertilizers

Others

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 1,611,967


30,816

$ 1,642,783
2019
$ 1,766,668

1,031
$ 1,767,699

d. Geographical information

The Group operates mainly in Malaysia.

The Group’s revenue from continuing operations from external customers by location of customers and information about its non-current assets by location of assets is detailed below.


Malaysia

Others

Revenue from External
Customers
For the Year Ended December 31
2020
2019
$ 1,434,500
$ 1,605,877


208,283

161,822

$ 1,642,783
$ 1,767,699
Revenue from External
Customers
For the Year Ended December 31
2020
2019
$ 1,434,500
$ 1,605,877


208,283

161,822

$ 1,642,783
$ 1,767,699
Non-current Assets Non-current Assets
December 31


2020
$ 1,434,500


208,283

$ 1,642,783


2020
$ 571,349


50,524

$ 621,873
2019
$ 605,065

54,726
$ 659,791

Non-current assets exclude investments accounted for using the equity method, financial assets at amortized cost- non-current, deferred tax assets and refundable deposits.

e. Information about major customers

Single customers contributing 10% or more to the Group’s revenue were as follows:

Group A

Group B

Group C
For the Year Ended December 31 For the Year Ended December 31
2020
Amount
%
NA (Note)
-
NA (Note)
-
$ 255,996
16
2019
Amount
%
$ 242,884
14

193,786
11
NA (Note)
-

Note: Annual revenue less than 10% of the Group’s gross revenue

  • 60 -

TABLE 1

ALL COSMOS BIO-TECH HOLDING CORPORATION AND SUBSIDIARIES

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Lender Borrower Financial
Statement Account
Related
Party
Highest
Balance for the
Period

Ending
Balance
(Note 2)
Actual
Borrowing
Amount
(Note 2)
Interest
Rate
%
Nature of
Financing
Business
Transaction
Amount
Reasons for
Short-term
Financing
Allowance for
Impairment
Loss
Collateral Collateral Financing
Limit for Each
Borrower
Aggregate
Financing
Limit
Item Value
1 Sabah Softwoods Hybrid
Fertiliser Sdn. Bhd.

Sawit Ecoshield Sdn. Bhd.
Other receivables
from related
parties
Yes $ 14,190
(MYR 2,000)
$ 14,190
(MYR 2,000)
$ 14,190
(MYR 2,000)
3.11 Short-term
financing
$ - Operating capital $ - $ - $ - $ 215,105
(Note 1)
$ 286,806
(Note 1)

Note 1: The amount of loans to companies with short-term liquidity needs shall not aggregate more than 40% of SSHF’s net asset value; loans to individual borrower shall not exceed 30% of SSHF’s net asset value.

Note 2: The highest balance for the period, the ending balance and the actual borrowing amount were recognized at the exchange rate at the end of the reporting period.

  • 61 -

TABLE 2

ALL COSMOS BIO-TECH HOLDING CORPORATION AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Endorser/Guarantor Endorsee/Guarantee Endorsee/Guarantee Limit on
Endorsement/
Guarantee
Given on
Behalf of Each
Party
(Note 1)

Maximum
Amount
Endorsed/
Guaranteed
During the
Period
Outstanding
Endorsement/
Guarantee at
the End of the
Period
(Note 2)
Actual
Borrowing
Amount
Amount
Endorsed/
Guaranteed by
Collateral

Ratio of
Accumulated
Endorsement/
Guarantee to
Net Equity in
Latest
Financial
Statements
(%)
Aggregate
Endorsement/
Guarantee
Limit
(Note 1)
Endorsement/
Guarantee
Given by
Parent on
Behalf of
Subsidiaries
Endorsement/
Guarantee
Given by
Subsidiaries
on Behalf of
Parent
Endorsement/
Guarantee
Given on
Behalf of
Companies in
Mainland
China
Name Relationship
0 The Company All Cosmos
Industries Sdn.
Bhd.
The Company
directly and
indirectly hold
more than 50%
voting share of the
investee company.
$ 1,291,232 $ 829,967 $ 829,967 $ 111,596 $ - 42 $ 1,986,510 Yes No No

Note 1: The amount of endorsements/guarantee provided shall not aggregate more than 100% of the Company’s net asset value. The total amount of the endorsement/guarantee provided by the Company to any individual subsidiary shall not exceed 65% of the Company net asset value.

Note 2: The transactions were eliminated in the consolidated financial statements.

Note 3: The maximum amount for the period, the ending balance for the period and the actual borrowing amount were recognized at the exchange rate at the end of the reporting period.

  • 62 -

TABLE 3

ALL COSMOS BIO-TECH HOLDING CORPORATION AND SUBSIDIARIES

MARKETABLE SECURITIES HELD DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Number of Shares and Shareholding Ratio Otherwise Stated)

Holding Company Name Type and Name of Marketable Securities Relationship with the Holding
Company
Financial Statement Account December 31, 2020 December 31, 2020 Note
Number of
Shares
Carrying
Amount
Percentage of
Ownership (%)
Fair Value
All Cosmos Industries Sdn. Bhd. Mutual Fund
Affin Hwang Enhanced Deposit Fund
Affin Hwang Aiiman Money Market Fund
None
None
Financial assets at FVTPL - current
Financial assets at FVTPL - current
2,800,049
9,606,126
$ 23,275
36,491
-
-
$ 23,275
36,491
Note
Note

Note: There is no restriction due to collateral, pledge loan or other arrangement.

  • 63 -

TABLE 4

ALL COSMOS BIO-TECH HOLDING CORPORATION AND SUBSIDIARIES

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Buyer/Seller Related Party Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts
Receivable (Payable)
Notes/Accounts
Receivable (Payable)
Note
Purchase/
Sale
Amount % to
Total
Payment Terms Unit Price Payment Terms Ending
Balance
% to
Total
Sabah Softwoods Hybrid
Fertiliser Sdn. Bhd.
Sabah Softwoods Berhad Substantive related party Sale $ (110,405) (36) 60 days NA
(Same as the Group’s
usual list prices)
NA
(Same as the Group’s
usual payment terms)
$ 10,062 24
  • 64 -

TABLE 5

ALL COSMOS BIO-TECH HOLDING CORPORATION AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars and Malaysian Ringgit)

No.
(Note 1)

Investee Company
Counterparty Relationship
(Note 2)
Transactions Details Transactions Details
Financial Statement
Accounts
Amount in
MYR
Amount in
NT$
Payment Terms % to Total
Sales or
Assets
0 The Company All Cosmos Industries Sdn. Bhd.
Sabah Softwoods Hybrid Fertiliser Sdn. Bhd.
a
a

a
Endorsement/guarantee
Investments accounted for
using the equity method
Investments accounted for
using the equity method
$ 116,978
10,000
1,980
$ 829,967
70,090
13,878
Cash dividend
Cash dividend
32
3
1
1 All Cosmos Industries Sdn. Bhd. PT All Cosmos Indonesia c
c
Sales
Trade receivables
12,862
6,783
90,497
48,129
Sales price is based on market price and
transfer pricing within the Group;
payment terms is net 120 days
6
2
2 Arif Efektif Sdn. Bhd. All Cosmos Industries Sdn. Bhd. c Sales 6,610 46,506 Sales price is based on market price and
transfer pricing within the Group;
payment terms is net 60 days
3

Note 1: Business relationship between the parent company and its subsidiaries are coded as follows:

a. The Company (parent company) is “0”.

  • b. Coded consecutively beginning from “1” in the order presented in the table above.

Note 2: The relationship between transaction company and counterparty is classified into the following three categories:

  • a. The Company to subsidiary.

  • b. Subsidiary to the Company.

  • c. Subsidiary to subsidiary.

  • Note 3: For balance sheet items, the percentage column shows the percentage of ending balance of the item to the consolidated total assets; for income statement items, this column shows the percentage of the accumulated amount of the transactions in the reporting period to the consolidated total operating revenue for the reporting period.

  • Note 4: Except for investments accounted for using the equity method recognized at historical exchange rate, all assets and liabilities were recognized at the exchange rate (MYR1=NT$7.095072) at the end of the reporting period. All net income statement items were recognized at the average exchange rate (MYR1=NT$7.036024).

Note 5: The transactions were eliminated in the consolidated financial statements.

Note 6: This table disclosed significant transactions with amounts of at least NT$10 million.

  • 65 -

TABLE 6

ALL COSMOS BIO-TECH HOLDING CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars and Malaysian Ringgit, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and Products Original Investment Amount Original Investment Amount As of December As of December 31, 2020 Net Income
(Loss) of the
Investee
Share of Profit
(Loss)
Note
December 31,
2020
December 31,
2019
Number of
Shares
% Carrying
Amount
The Company
All Cosmos Industries Sdn.
Bhd.
Sabah Softwoods Hybrid
Fertiliser Sdn. Bhd.
All Cosmos Industries Sdn. Bhd.
Sabah Softwoods Hybrid Fertiliser
Sdn. Bhd.
PT All Cosmos Indonesia
PT All Cosmos Biotek
GK Bio International Sdn. Bhd.
PT All Cosmos Indonesia
Arif Efektif Sdn. Bhd.
Kinabalu Life Sciences Sdn. Bhd.
Cosmos Biowood Sdn. Bhd.
Sawit Ecoshield Sdn. Bhd.
Johor Bahru, Malaysia
Lahad Datu, Malaysia
North Sumatra, Indonesia
North Sumatra, Indonesia
Kuala Lumpur, Malaysia
North Sumatra, Indonesia
Johor Bahru, Malaysia
Lahad Datu, Malaysia
Johor Bahru, Malaysia
Lahad Datu, Malaysia
Manufacturing and sales of Bio-organic and Bio-chemical
compound fertilizers
Manufacturing and sales of Bio-organic and Bio-chemical
compound fertilizers
Sales of Bio-organic and Bio-chemical compound fertilizers
Manufacturing and sales of Bio-organic and Bio-chemical
compound fertilizers
Wholesale of probiotics
Sales of Bio-organic and Bio-chemical compound fertilizers
Research and development of effective microorganisms for
Bio-organic and Bio-chemical compound fertilizers
Research and development of effective microorganisms for
waste disposal of oil-palm
Forest plantation and research
Manufacturing and sales of biological vaccines
$ 292,969
(MYR 30,000)
292,053
(MYR 33,000)
9,925
(IDR 3,960,000)
61,693
(IDR28,280,000)
13,594
(MYR
1,800)
102
(IDR
40,000)
2,349
(MYR
245)
17,559
(MYR
2,400)
3,015
(MYR
400)
14,788
(MYR
2,000)
$ 292,969
(MYR 30,000)
292,053
(MYR 33,000)
9,925
(IDR 3,960,000)
61,693
(IDR28,280,000)
13,594
(MYR
1,800)
102
(IDR
40,000)
2,349
(MYR
245)
8,933
(MYR
1,200)
3,015
(MYR
400)
14,788
(MYR
2,000)
30,000,000
33,000,000
79,200
28,280
1,800,000
800
245,000
2,400,000
400,000
2,000,000
100
55
99
83
60
1
49
60
80
40
$ 1,480,370
(MYR 208,648)
394,358
(MYR 55,582)
23,640
(MYR
3,332)
50,564
(MYR
7,127)
14,763
(MYR
2,068)
96
(MYR
14)
20,821
(MYR
2,935)
18,031
(MYR
2,541)
(1,901)
(MYR
-268)
12,717
(MYR
1,792)
$ 90,807
(MYR 12,906)
1,072
(MYR
152)
9,976
(MYR
1,418)
(5,171)
(MYR
-735)
5,606
(MYR
797)
9,976
(MYR
1,418)
26,296
(MYR
3,737)
1,624
(MYR
231)
168
(MYR
24)
(3,240)
(MYR
-460)
$ 88,681
(MYR 12,604)
590
(MYR
84)
9,876
(MYR
1,404)
(4,316)
(MYR
-613)
3,363
(MYR
478)
100
(MYR
14)
11,931
(MYR
1,696)
974
(MYR
138)
134
(MYR
19)
(1,296)
(MYR
-184)
Notes 1 and 2
Notes 1 and 3
Note 1
Note 1
Notes 1
Note 1
Notes 1 and 2
Note 1
Note 1

Note 1: The transactions were eliminated in the consolidated financial statements.

Note 2: Realized/unrealized gross profit on intercompany transactions were included.

Note 3: A subsidiary with a material non-controlling interest.

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TABLE 7

ALL COSMOS BIO-TECH HOLDING CORPORATION AND SUBSIDIARIES

INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2020

Name of Major Shareholder Shares Shares
Number of
Shares
Percentage of
Ownership (%)
All Cosmos Investment Ltd.
Oil Palm Plantation Ltd.
Maxtrength Corp.
22,500,001
7,500,000
4,500,000
35.13
11.71
7.02

Note: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preference shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.

  • 67 -