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APEX Audit Report / Information 2020

Nov 13, 2020

52284_rns_2020-11-13_b6eb99aa-0186-4378-b993-66da01bf5294.pdf

Audit Report / Information

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APEX SCIENCE & ENGINEERING CORP. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS AND

INDEPENDENT AUDITORS’ REPORT DECEMBER 31, 2020 AND 2019


For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

~1~

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Shareholders of Apex Science & Engineering Corp.

Opinion

We have audited the accompanying consolidated balance sheets of Apex Science & Engineering Corp. and subsidiaries (the “Group”) as at December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

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

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards 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 Group’s 2020 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

~2~

Key audit matters for the Group’s 2020 consolidated financial statements are stated as follows:

Recognition of construction revenue

Description

For accounting policy on revenue recognition, accounting estimates and related details of revenue, please refer to note 4(26), 5(2) and 6(21).

The Group is primarily engaged in construction-related business, and construction revenue is recognised based on the percentage of completion during the contract period. The percentage of completion will be calculated based on the actual cost in financial period-end in proportion to estimated total contract cost. The estimated total contract costs were based on owner’s plans, considering the changes in construction scaled caused by additional or less work, and the price fluctuations in the recent market to estimate the contract work, overhead and relevant costs. As the estimate of total cost affects the stage of completion and the recognition of construction revenue, the complexity of aforementioned total cost usually involves subjective judgement and contains a high degree of uncertainty, thus we consider recognition of construction revenue a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  1. Obtained an understanding and assessed the reasonableness of policies and procedures which were used to recognise construction revenue.

  2. Obtained the newly added construction contract list for current fiscal year, and check whether the total contract price is equal to construction revenue, selected samples of estimated total cost which is approved by project management department in order to check whether the calculation basis adopted in the estimated total cost is the same with the calculation of percentage of completion.

  3. Verified the related supporting documents of current supplementary (subtractive) construction in order to check that changes in the estimated total cost were recognised appropriately.

  4. Obtained the details of current incurred cost, selected samples on current incurred cost and tracing them to related vouchers, confirmed that current input cost have been accounted for appropriately, and examined the accuracy of percentage of completion.

~3~

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of Apex Science & Engineering Corp. as at and for the years ended December 31, 2020 and 2019.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards 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.

~4~

As part of an audit in accordance with the generally accepted auditing standards 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.

6.

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.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

~5~

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 of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Liao, Fu-Ming Chen, Ching Chang
For and on behalf of PricewaterhouseCoopers, Taiwan
March 25, 2021

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

~6~

APEX SCIENCE & ENGINEERING CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(21)
6(2)
6(2)
6(3) and 8
6(4) and 8
6(5)
6(6) and 8
6(7)
6(8)
6(9) and 8
6(10) and 8
6(28)
8
December 31, 2020
AMOUNT
%
$
209,217
3
421,497
5
1,578
-
517,658
7
3,042,963
40
879,570
12
108,012
1
1,858,425
25
7,038,920
93
6,684
-
180,021
2
117,701
2
6,224
-
65,670
1
125,121
2
15,941
-
517,362
7
$
7,556,282
100
December 31, 2019 December 31, 2019
AMOUNT
$
209,217
421,497
1,578
517,658
3,042,963
879,570
108,012
1,858,425
7,038,920
6,684
180,021
117,701
6,224
65,670
125,121
15,941
517,362
$
7,556,282
AMOUNT
$
159,329
509,855
4,462
407,680
1,895,059
2,424,723
469,448
1,624,612
7,495,168
10,367
152,860
173,797
-
12,118
107,343
192,550
649,035
$
8,144,203
%
Current assets
1100
Cash and cash equivalents
1140
Current contract assets
1150
Notes receivable, net
1170
Accounts receivable, net
1200
Other receivables
130X
Inventories
1410
Prepayments
1470
Other current assets
11XX
Total current Assets
Non-current assets
1517
Financial asset at fair value through
other comprehensive income-non-
current
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property - net
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
2
6
-
5
23
30
6
20
92
-
2
2
-
-
1
3
8
100

(Continued)

~7~

APEX SCIENCE & ENGINEERING CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2020
December 31, 2019
Notes
AMOUNT
%
AMOUNT
%
6(11)
$
1,041,271
14
$
1,078,961
13
6(12)
105,000
1
1,386,400
17
6(21)
175,562
2
582,645
7
3,179
-
21,875
-
6(13)
496,067
7
364,644
5
83,874
1
71,696
1
2,255
-
4,174
-
1,578
-
-
-
6(14)(15)(16)
2,460,005
33
1,138,040
14
4,368,791
58
4,648,435
57
6(15)
-
-
497,707
6
6(16)
26,111
-
-
-
6(28)
14,916
-
14,516
-
4,477
-
-
-
895
-
632
-
46,399
-
512,855
6
4,415,190
58
5,161,290
63
6(18)
2,287,135
30
2,287,135
28
6(19)
249,009
3
234,909
3
6(20)
248,440
4
230,896
3
25,337
1
16,115
-
548,857
7
377,426
4
(
22,686)
- (
25,337)
-
6(18) and 8
(
281,967) (
4) (
255,837) (
3 )
3,054,125
41
2,865,307
35
4(3)
86,967
1
117,606
2
3,141,092
42
2,982,913
37
9
11
$
7,556,282
100
$
8,144,203
100
Current liabilities
2100
Short-term borrowings
2110
Short-term notes and bills payable
2130
Contract liabilities
2150
Notes payable
2170
Accounts payable
2200
Other payables
2230
Current tax liabilities
2280
Lease liabilities-current
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2530
Bonds payable
2540
Long-term borrowings
2570
Deferred income tax liabilities
2580
Lease liability - non-current
2600
Other non-current liabilities
25XX
Non-current liabilities
2XXX
Total non-current liabilities
Equity attributable to owners of
parent
Share capital
3110
Common Stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
3500
Treasury stocks
31XX
Total equity attributable to
owners of parent
36XX
Non-controlling interest
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract commitments
Significant events after the balance
sheet date
3X2X
Total liabilities and equity

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

~8~

APEX SCIENCE & ENGINEERING CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)

Items Year ended December 31
2020
2019
Notes
AMOUNT
%
AMOUNT
%
6(21) and 7
$
5,217,591
100
$
5,623,832
100
6(4)(26)(27)
(
4,732,188) (
90) (
5,233,282) (
93)
485,403
10
390,550
7
6(26)(27)
(
76,032) (
2) (
34,346) (
1)
(
118,324) (
2) (
113,250) (
2)
(
2,622)
- (
3,388)
-
12(2)
(
2,099)
-
-
-
(
199,077) (
4) (
150,984) (
3)
286,326
6
239,566
4
6(22)
11,841
-
3,620
-
6(23)
8,532
-
14,311
-
6(24)
3,146
- (
1,983)
-
6(25)
(
25,733)
- (
33,460)
-
6(8)
24,216
-
21,930
-
22,002
-
4,418
-
308,328
6
243,984
4
6(28)
14,127
- (
66,698) (
1)
$
322,455
6
$
177,286
3
4000
Operating revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6450
Expected credit impairment
losses
6000
Total operating expenses
6900
Operating profit
Non-operating income and
expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit of associates and
joint ventures accounted for
under equity method
7000
Total non-operating revenue
and expenses
7900
Profit before income tax
7950
Income tax expense (benefit)
8200
Profit for the year

(Continued)

~9~

APEX SCIENCE & ENGINEERING CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)

Items Notes
6(7)
6(29)
6(29)
Year ended December 31 Year ended December 31 Year ended December 31
2020 2019
%
AMOUNT
- ($
4,762)
- (
6,271)
- ($
11,033)
6
$
166,253
6
$
175,432
-
1,854
6
$
177,286
6
$
164,580
-
1,673
6
$
166,253
1.59
$
1.57
$
2019
AMOUNT
$
1,581
2,931
$
4,512
$
326,967
$
315,653
6,802
$
322,455
$
320,165
6,802
$
326,967
$
%
Other comprehensive income
Components of other
comprehensive income that will
not be reclassified to profit or
loss
8316
Unrealised gains (losses) from
investments in equity
instruments measured at fair
value through other
comprehensive income
Components of other
comprehensive income that will
be reclassified to profit or loss
8361
Exchange differences on
translation
8300
Other comprehensive income, net
8500
Total comprehensive income for
the year
Profit attributable to:
8610
Owners of the parent
8620
Non-controlling interest
Comprehensive income attributable
to:
8710
Owners of the parent
8720
Non-controlling interest
Basic earnings per share
9750
Basic earnings per share
Diluted earnings per share
9850
Diluted earnings per share

-

-

-
3
3
-
3
3
-
3
0.87
$ $ 0.87

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

~10~

APEX SCIENCE & ENGINEERING CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of New Taiwan dollars)

2019
Balance at January 1, 2019
Profit for the year
Other comprehensive income
Total comprehensive income
Difference between consideration and carrying
amount of subsidiaries acquired or disposed
Unclaimed overdue dividends transferred to
capital surplus
Retirement of treasury share
Changes in non-controlling interests
Balance at December 31, 2019
2020
Balance at January 1, 2020
Profit for 2020
Other comprehensive income for the year
Total comprehensive income
Appropriation and distribution of 2019 retained
earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends of ordinary share
The Company’s stocks held by subsidiaries
deemed as treasury stocks acquiring cash
dividends
Difference between consideration and carrying
amount of subsidiaries acquired or disposed
Changes in ownership and equity of subsidiaries
Purchase of treasury shares
Disposal of investments in equity instruments
designated at fair value through other
comprehensive income
Decrease in non-controlling interest
Balance at December 31, 2020
Notes Equityat tri butable to owners of t h eparent eparent eparent Non-controlling
interest
Total equity
Share capital -
common stock
Capital surplus Retained Earnings Other equityinterest Treasurystocks Total
Legal reserve Special reserve Unappropriated
retained earnings

d
Financial statements
translation
ifferences of foreign
operations
Total Unrealised
gains (losses) from
financial assets
measured at fair
value through other
comprehensive
income
6(30)
6(18)
6(30)
6(20)
6(30)

6(18)
6(7)
6(30)
$
2,330,045
-
-
-
-
-
(
42,910 )
-
$
2,287,135
$
2,287,135
-
-
-
-
-
-
-
-
-
-
-
-
$
2,287,135
$
235,851
-
-
-
67
176
(
1,185 )
-
$
234,909
$
234,909
-
-
-
-
-
-
12,192
1,861
47
-
-
-
$
249,009




$
230,896
-
-
-
-
-
-
-
$
230,896
$
230,896
-
-
-
17,544
-
-
-
-
-
-
-
-
$
248,440
$
16,115
-
-
-
-
-
-
-
$
16,115
$
16,115
-
-
-
-
9,222
-
-
-
-
-
-
-
$
25,337
$
201,994
175,432
-
175,432
-
-
-
-
$
377,426

$
377,426
315,653
-
315,653
(
17,544 )
(
9,222 )
(
114,357 )
-
-
(
4,960 )
-
1,861
-
$
548,857









($
9,415 )
-
(
6,271 )
(
6,271 )
-
-
-
-
($
15,686 )
($
15,686 )
-
2,931
2,931
-
-
-
-
-
-
-
-
-
($
12,755 )






($
5,070 )
-
(
4,581 )
(
4,581 )
-
-
-
-
($
9,651 )
($
9,651 )
-
1,581
1,581
-
-
-
-
-
-
-
(
1,861 )
-
($
9,931 )
($
299,932 )
-
-
-
-
-
44,095
-
($
255,837 )

($
255,837 )
-
-
-
-
-
-
-
-
-
(
26,130 )
-
-
($
281,967 )







$
2,700,484
175,432
(
10,852 )
164,580
67
176
-
-
$
2,865,307
$
2,865,307
315,653
4,512
320,165
-
-
(
114,357 )
12,192
1,861
(
4,913 )
(
26,130 )
-
-
$
3,054,125









$
129,077
1,854
(
181 )
1,673
-
-
-
(
13,144 )
$
117,606
$
117,606
6,802
-
6,802
-
-
-
-
-
-
-
-
(
37,441 )
$
86,967
$
2,829,561
177,286
(
11,033 )
166,253
67
176
-
(
13,144 )
$
2,982,913
$
2,982,913
322,455
4,512
326,967
-
-
(
114,357 )
12,192
1,861
(
4,913 )
(
26,130 )
-
(
37,441 )
$
3,141,092

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

~11~

APEX SCIENCE & ENGINEERING CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Income and expenses having no effect on cash
flows
Depreciation (including investment property)

Depreciation on right-of-use assets

Amortization expense

Amortisation on right-of-use assets

Interest income

Deferred selling expenses transferred to
commissions expense
Expected credit impairment loss

Interest expense

Share of profit of associates and joint ventures
accounted for using equity method

Gain on disposal of investments

Changes in assets/liabilities relating to operating
activities
Changes in operating assets
Financial assets at fair value through profit or loss
Contract assets
Note receivable
Accounts receivable
Other receivables
Inventories
Prepayments
Other current assets
Net changes in liabilities relating to operating
activities
Contract liabilities
Notes payable
Accounts payable
Other payables
NewItem
Other non-current liabilities
Cash inflow generated from operations
Interest income received
Interest expenses paid
Income tax paid
Net cash flows from operating activities
Year ended December 31
Notes
2020
2019
$
308,328 $
243,984
6(26)
4,170
4,901
6(26)
950
-
6(26)
1,713
2,389
6(26)
70
-
6(22)
(
11,841 ) (
3,620 )
28,016
-
12(2)
2,099
-
6(25)
25,733
33,460
6(8)
(
24,216 ) (
21,930 )
6(24)
(
5,477 )
-
-
800
88,358
172,909
2,884 (
1,571 )
(
112,077 ) (
249,798 )
(
1,137,188 ) (
868,927 )
1,630,900
3,188,484
361,436 (
87,958 )
(
54,556 )
153,326
(
407,083 )
198,609
(
18,696 )
5,950
50,629 (
285,307 )
6,516
20,888
71,461 (
1,141 )
263 (
1,374 )
812,392
2,504,074
1,125
2,343
(
23,774 ) (
66,046 )
(
5,170 ) (
3,341 )
784,573
2,437,030

(Continued)

~12~

APEX SCIENCE & ENGINEERING CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment

Decrease (increase) in restricted assets
Increase in other non-current assets
Proceeds from disposal of financial assets at fair
value through other comprehensive income
Net cash flows (used in) from investing
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings
Decrease in short-term notes and bills payable

Proceeds from long-term borrowings
Repayments of long-term borrowings
Repayment of principal portion of lease liabilities
Cash dividends paid
Overdue and unclaimed dividends transferred to
capital reserve
Payments to acquire treasury shares

Change in non-controlling interests

Net cash flows used in financing activities
Effect of exchange rate changes
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Year ended December 31
Notes
2020
2019
6(9)
($
1,626 ) ($
3,360 )
(
26,378 )
183,933
(
5,999 ) (
16,703 )
5,264
-
(
28,739 )
163,870
4,472,743
4,882,527
(
4,510,433 ) (
5,635,371 )
6(31)
(
1,281,400 ) (
1,897,500 )
823,180
100,000
(
45,522 ) (
98,000 )
(
1,189 )
-
(
102,165 )
-
47
176
6(18)
(
26,130 )
-
6(30)
(
35,063 ) (
2,146 )
(
705,932 ) (
2,650,314 )
(
14 )
41
49,888 (
49,373 )
159,329
208,702
$
209,217 $
159,329

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

~13~

APEX SCIENCE & ENGINEERING CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

1. HISTORY, ORGANISATION AND BUSINESS

APEX Science & Engineering Corp. (collectively referred to herein as the “the Company”) was incorporated on August 9, 1976, formerly “APEX Engineering Corp” and was renamed as “APEX Science & Engineering Corp.” in 2001. The Company and subsidiaries (collectively referred to herein as the “the Group”) engaged in mechanical engineering, instrument electric engineering, environmental engineering, manufacture and sale of electronic products and being commissioned in houses and business buildings. The Company has been a listed company since November 1995.

  1. The Date of Authorisation for Issuance of the Financial Statements and Procedures for Authorisation

These financial statements were authorised for issuance by the Board of Directors on March 25, 2021.

  1. Application of New Standards, Amendments and Interpretations

(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)

New standards, interpretations and amendments endorsed by the FSC effective from 2020 are as follows:

Effective date by
International Accounting
New Standards, Interpretations and Amendments Standards Board
Amendments to IAS 1 and IAS 8, ‘Disclosure initiative-definition of January 1, 2020
material’
Amendments to IFRS 3, ‘Definition of a business’ January 1, 2020
Amendments to IFRS 9, IAS 39 and IFRS 7, ‘Interest rate January 1, 2020
benchmark reform’
Amendment to IFRS 16, ‘Covid-19-related rent concessions’ June 1, 2020 (Note)

Note Earlier application from January 1, 2020 is allowed by FSC.

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.

(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Group

New standards, interpretations and amendments endorsed by the FSC effective from 2021 are as follows:

~14~

Effective date by
International Accounting
New Standards, Interpretations and Amendments Standards Board
Amendments to IFRS 4, ‘ Extension of the temporary exemption January 1, 2021
from applying IFRS 9’
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, ‘ January 1, 2021
Interest Rate Benchmark Reform - Phase 2’

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.

(3) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:

==> picture [469 x 48] intentionally omitted <==

----- Start of picture text -----

Effective date by
International Accounting
New Standards, Interpretations and Amendments Standards Board
----- End of picture text -----

New Standards,Interpretations andAmendments Effective date by
International Accounting
Standards Board
Amendments to IFRS 3, ‘Reference to the conceptual framework’ January 1, 2022
Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets To be determined by
between an investor and its associate or joint venture’ International Accounting
Standards Board
IFRS 17, ‘Insurance contracts’ January 1, 2023
Amendments to IFRS 17, ‘Insurance contracts’ January 1, 2023
Amendments to IAS 1, ‘Classification of liabilities as current or non- January 1, 2023
current’
Amendments to IAS 1, ‘Disclosure of accounting policies’ January 1, 2023
Amendments to IAS 8, ‘Definition of accounting estimates’ January 1, 2023
Amendments to IAS 16, ‘Property, plant and equipment: proceeds January 1, 2022
before intended use’
Amendments to IAS 37, ‘ Onerous contracts - cost of fulfilling a January 1, 2022
contract’
Annual improvements to IFRS Standards 2018–2020 January 1, 2022

The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.

4. Summary of Significant Accounting Policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

~15~

(1) Compliance statement

The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”).

(2) Basis of preparation

  • A. Except for the following items, the consolidated financial statements have been prepared under the historical cost convention:

  • (a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

  • (b) Financial assets at fair value through other comprehensive income financial assets measured at fair value.

  • B. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

(3) Basis of consolidation

  • A. Basis for preparation of consolidated financial statements:

  • (a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.

  • (b) Unrealised gains and losses and balances on inter-group transactions are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • (c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.

  • (d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.

~16~

  • (e) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognised in profit or loss. All amounts previously recognised in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognised in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

B. Subsidiaries included in the consolidated financial statements:

Name of investor Name of subsidiary Main business
activities
December 31,
December 31,
2020
2019
90.53%
85.59%
100.00%
100.00%
-
-
100.00%
100.00%
-
-
-
-
-
-
Ownership(%)
December 31,
December 31,
2020
2019
90.53%
85.59%
100.00%
100.00%
-
-
100.00%
100.00%
-
-
-
-
-
-
Ownership(%)
Description
December 31,
2020
APEX Science &
Engineering Corp.
APEX Science &
Engineering Corp.
APEX Science &
Engineering Corp.
APEX Science &
Engineering Corp.
APEX Science &
Engineering Corp.
APEX Science &
Engineering Corp.,
Chang Ji
Construction Co.,
Ltd.
Linkplus
Optoelectronics
Inc.
Chang Ji
Construction Co.,
Ltd.
Reinforce Energy
Co. Ltd.
Bright Glory Corp.
Shin Ding
Engineering
Consultants Co.,
Ltd.
APEX Life Inc.
Linkplus
Optoelectronics Inc.
Pocono Development
Corporation
Civil engineering,
building, hydraulic
engineering and
other construction
business
General investment
business
General investment
business
Engineering
consultant
Trading of
engineering
equipment and high-
tech electronic
products
Electronic
component,
international trading
and information
software service
business
General investment
business
90.53%
100.00%
-
100.00%
-
-
-
85.59%
100.00%
-
100.00%
-
-
-
(Note 1)
(Note 2)
(Note 3)
(Note 4)
(Note 5)

~17~

  • (Note 1) For the year ended December 31, 2020, the Company purchased 2,966,000 shares of Chang Ji Construction Co., Ltd. please refer to Note 6(30) for details of related transaction.

  • (Note 2) In May 2019, Bright Glory Corp. started the liquidation process which was completed in July 2019 and collected the proceeds of $900.

  • (Note 3) On December 30, 2011, APEX Life Inc. obtained the approval of dissolution from authority and was registered. As of December 31, 2020, the liquidation process has not been completed.

  • (Note 4) On August 13, 2019, Linkplus Optoelectronics Inc. has been approved to dissolve and was registered. The liquidation process has been completed in August 2020, and the proceeds of $16,395 has been collected.

  • (Note 5) Pocono Development Corporation started the liquidation in June 2019 and completed the liquidation in November 2020.

  • C. Subsidiaries not included in the consolidated financial statements: None.

  • D. Adjustments for subsidiaries with different balance sheet dates: None.

  • E. Significant restriction: None.

  • F. Subsidiaries that have non-controlling interests that are material to the Group:

As of December 31, 2020 and 2019, the non-controlling interest amounted to $86,967 and $117,606, respectively. The information on non-controlling interest and respective subsidiary is as follows:

Name of
subsidiary
Chang Ji Construction
Co., Ltd.
Principal
place of
business
Taiwan
Ownership
Ownership
Amount
(%)
Amount
(%)
Description
86,967
$ 9.47%
117,606
$ 14.41%
Non-controllinginterest
December31,2020
December31,2019
Ownership
Ownership
Amount
(%)
Amount
(%)
Description
86,967
$ 9.47%
117,606
$ 14.41%
Non-controllinginterest
December31,2020
December31,2019
Ownership
Amount
(%)
86,967
$ 9.47%
December31,2020
Amount
86,967
$
Amount
117,606
$

Balance sheets

Chang JiConstructionCo.,Ltd. Chang JiConstructionCo.,Ltd. Chang JiConstructionCo.,Ltd.
December31,2020 December31,2019
Current assets $ 1,700,337
$ 1,662,428
Non-current assets 390,926 360,515
Current liabilities ( 1,178,046)
( 1,206,795)
Non-current liabilities ( 42,957)
( 15,000)
Total net assets $ 870,260 $ 801,148

~18~

Statements of comprehensive income

Chang JiConstructionCo.,Ltd. Chang JiConstructionCo.,Ltd. Chang JiConstructionCo.,Ltd.
Year ended December31
2020 2019
Revenue $ 2,051,761 1,043,730
$
(Loss) profit before income tax 54,252 17,031
Income tax expenses ( 1,839)
( 3,435)
(Loss) profit 52,413
13,596
Other comprehensive income, net of tax - ( 1,253)
Total comprehensive income for the period $ 52,413
12,343
$
Comprehensive income attributable to
non-controlling interest $ 6,802
1,786
$
Dividends paid to non-controlling interest $ 798 1,736
$

Statements of cash flows

Chang JiConstructionCo.,Ltd. Chang JiConstructionCo.,Ltd. Chang JiConstructionCo.,Ltd.
YearendedDecember31
2020 2019
Net cash (used in) provided by operating ($ 210,615)
173,222
$
activities
Net cash provided by (used in) investing
activities ( 30,569)
( 89,205)
Net cash provided by (used in) financing
activities 227,898 ( 67,753)
(Decrease) increase in cash and cash
equivalents ( 13,286)
16,264
Cash and cash equivalents, beginning of
period 35,569 19,305
Cash and cash equivalents, end of period $ 22,283
35,569
$
  • G. Subsidiaries held securities which were issued by parent company: Please refer to Note 6(18) for details.

(4) Currency translation

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan dollars, which is the Company’s functional and the Group’s presentation currency.

  • A. Foreign currency transactions and balances

  • (a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured.

~19~

Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.

  • (b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.

  • (c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, nonmonetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  • (d) All other foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.

  • B. Translation of foreign operations

The operating results and financial position of all the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • (a) Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

  • (b) Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

  • (c) All resulting exchange differences are recognised in other comprehensive income.

(5) Classification of current and non-current items

  • A. The operating period of engineering project and the Group acts as agent of land development were usually longer than one year, together with assets and liabilities of the building and construction contracts and land agency business were divided into current and non-current according to operating period, other items of assets and liabilities were divided based on the standard of one year.

  • B. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

  • (a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;

  • (b) Assets held mainly for trading purposes;

~20~

  • (c) Assets that are expected to be realised within twelve months from the balance sheet date;

  • (d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.

  • C. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

  • (a) Liabilities that are expected to be settled within the normal operating cycle;

  • (b) Liabilities arising mainly from trading activities;

  • (c) Liabilities that are to be settled within twelve months from the balance sheet date;

  • (d) Liabilities for which the repayment date cannot be deferred unconditionally for at least twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

(6) Financial assets at fair value through other comprehensive income

  • A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which the Group has made an irrevocable election at initial recognition to recognise changes in fair value in other comprehensive income and debt instruments which meet all of the following criteria:

  • (a) The objective of the Group’s business model is achieved both by collecting contractual cash flows and selling financial assets; and

  • (b) The assets’ contractual cash flows represent solely payments of principal and interest.

  • B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. The Group subsequently measures the financial assets at fair value. The changes in fair value of equity investments that were recognised in other comprehensive income are reclassified to retained earnings and are not reclassified to profit or loss following the derecognition of the investment. Dividends are recognised as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.

(7) Loans and receivables Accounts and notes receivable

  • A. Accounts and notes receivable entitle the Group a legal right to receive consideration in exchange for transferred goods or rendered services.

  • B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

~21~

(8) The Group acts as agent of land development

  • A. As agent of land development on behalf of government by agreement and responsible for some development and external sale.

  • B. In the period as agent, the Company paid takings compensation, construction cost, supervision, acceptance and other development expenses on behalf of others. The delegator calculated and paid interest periodically to the Company based on the costs which were paid on behalf of the delegator. The cost accounting of each agent case of land development business (development of industrial area, urban land consolidation and zone expropriation) was based on the development commission agreement and the contractors’ agreement and recognised according to actual construction progress and the cost and expenses which were calculated from the acceptance of construction completion. The Group was commissioned to develop the industrial area. The service agent revenue was recognised periodically according to the proportion of input costs and following conditions:

  • (a) The contract cost can be reasonably certain.

  • (b) Except for the expenses paid on behalf of others who will return the expenses certainly, other contract costs can be reasonably estimated.

  • (c) The collectability of agency fee (service revenue) can be reasonably certain.

  • C. The development cost was debited as “receivables from agent of land development”, and the land price from land buyer was credited as “other current liabilities-deposits which were received in advance from selling industrial area ”, which shall be wrote off with receivables from agent of land development when the owner pays.

(9) Impairment of financial assets

For debt instruments measured at fair value through other comprehensive income and financial assets at amortised cost, at each reporting date, the Group recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Group recognises the impairment provision for lifetime ECLs.

(10) Derecognition of financial assets

The Group derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.

  • (11) Lease receivables/ operating leases (lessor)

Lease income from an operating lease (net of any incentives given to the lessee) is recognised in profit or loss on a straight-line basis over the lease term.

~22~

(12) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted-average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads. It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.

(13) Investments accounted for using equity method / associates

  • A. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognised at cost.

  • B. The Group’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

(14) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.

  • B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Property, plant and equipment are measured at cost model subsequently. Land is not depreciated. Other property, plant and equipment are depreciated using the straight-line method over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change.

~23~

The estimated useful lives of property, plant and equipment are as follows:

Buildings and structures 50~55 years
Building improvements 3~10 years
Machinery and equipment 3~8 years
Transportation equipment 3~5 years
Office equipment 3~5 years

(15) Leasing arrangements (lessee) right-of-use assets/ lease liabilities

  • A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of lowvalue assets, lease payments are recognised as an expense on a straight-line basis over the lease term.

  • B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. The lease payments include fixed payments less any lease incentives receivable.

  • C. At the commencement date, the right-of-use asset measured at cost shall comprise the amount of the initial measurement of lease liability.

The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.

(16) Investment property

An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 55 years.

(17) Impairment of non-financial assets

  • A. The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.

~24~

  • B. The recoverable amounts of goodwill, intangible assets with an indefinite useful life and intangible assets that have not yet been available for use are evaluated periodically. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment loss of goodwill previously recognised in profit or loss shall not be reversed in the following years.

  • C. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units, or groups of cash-generating units, that is/are expected to benefit from the synergies of the business combination.

(18) Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

(19) Notes and accounts payable

Notes and accounts payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. They are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. However, short-term accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(20) Bonds payable

Ordinary corporate bonds issued by the Group are initially recognized at fair value, net of transaction costs incurred. Ordinary corporate bonds are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is accounted for as the premium or discount on bonds payable and presented as an addition to or deduction from bonds payable, which is amortized in profit or loss as an adjustment to the ‘finance costs’ over the period of bond circulation using the effective interest method.

(21) Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability specified in the contract is discharged or cancelled or expires.

(22) Employee benefits

  • A. Salaries and other short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expense in that period when the employees render service.

~25~

B. Pensions

Defined benefit plan

  • (a) Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability; when there is no deep market in high-quality corporate bonds, the Group uses interest rates of government bonds (at the balance sheet date) instead.

  • (b) Actuarial gain (loss) arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise.

  • (c) If the service cost in the prior year was vested immediately, related expenses was immediately recognised as profit or loss. Otherwise, related expenses was recognised as profit or loss with straight line method in the average vested period.

C. Termination benefits

Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Group’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Group recognises expense as it can no longer withdraw an offer of termination benefits or it recognises relating restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date shall be discounted to their present value.

  • D. Employees’ compensation and directors’ and supervisors’ remuneration

Employees’ compensation and directors’ and supervisors’ remuneration are recognised as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is paid by shares, the Group calculates the number of shares based on the closing price at the previous day of the board meeting resolution.

(23) Income taxes

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.

~26~

  • B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

  • D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.

  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.

(24) Share capital

  • A. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.

  • B. Where the Company repurchases the Company’s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.

~27~

(25) Dividends

Dividends are recorded in the Company’s financial statements in the period in which they are approved by the Company’s shareholders. Cash dividends are recorded as liabilities; stock dividends are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.

(26) Revenue recognition

  • A. Sales of goods

  • (a) Sales are recognised when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied.

  • (b) A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

  • B. Land development and resale

  • (a) The Company develops and sells residential properties. Revenue is recognised when control over the property has been transferred to the customer. The properties have generally no alternative use for the Company due to contractual restrictions. However, an enforceable right to payment does not arise until legal title has passed to the customer. Therefore, revenue is recognised at a point in time when the legal title has passed to the customer.

  • (b) The revenue is measured at an agreed upon amount under the contract. The consideration is due when legal title has been transferred. While deferred payment terms may be agreed in rare circumstances, the deferral never exceeds twelve months. The transaction price is therefore not adjusted because the contract does not include a significant financing component.

  • C. Incremental costs of obtaining a contract

The Company recognises an asset (shown as ‘other non-current assets’) the incremental costs (mainly comprised of sales commissions) of obtaining a contract with a customer if the Company expects to recover those costs. The recognised asset is amortised on a systematic basis that is consistent with the transfers to the customer of the goods or services to which the asset relates. The Group recognises an impairment loss to the extent that the carrying amount of the asset exceeds the remaining amount of consideration that the Group expects to receive less the costs that have not been recognised as expenses.

~28~

D. Construction revenue

  • (a) The Group provides engineer construction services. Revenue from providing services is recognised in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided. This is determined based on the actual cost relative to the total cost. Some contracts’ price may change from allowances or similar items, only when the future uncertainty was eliminated, the accumulated amount which was recognised and highly will not incur significant reversal will be listed in the transaction price. The customer pays at the time specified in the payment schedule. If the services rendered exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised.

  • (b) The Group’s estimate about revenue, costs and progress towards complete satisfaction of a performance obligation is subject to a revision whenever there is a change in circumstances. Any increase or decrease in revenue or costs due to an estimate revision is reflected in profit or loss during the period when the management become aware of the changes in circumstances.

E. Service revenue

  • (a) The Company provides land development agent services. Revenue from providing services is recognised in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided. Because the Company developed, plan and managed industrial area on behalf of the government. Services content is determined based on the supervised actual labour hours spent relative to the total expected labour hours.

  • (b) The Company provided land development agent service which was commissioned some development cases by the government and was responsible for external sales. This was identified as a default obligation which was satisfied with time. The Company recognised revenues based on the proportion of input costs relative to total cost.

  • (c) The Company’s estimate about revenue, costs and progress towards complete satisfaction of a performance obligation is subject to a revision whenever there is a change in circumstances. Any increase or decrease in revenue or costs due to an estimate revision is reflected in profit or loss during the period when the management become aware of the changes in circumstances.

  • (d) Please refer to Note 4(8) for the recognition of related revenue,

~29~

(27) Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Group’s chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.

5. Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty

The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. The related information is addressed below:

(1) Critical judgements in applying the Group’s accounting policies

None.

(2) Critical accounting estimates and assumptions

Revenue recognition

The Group considers the projects’ specifications and other objective factors in estimating the total project completion cost. The recognised revenue is calculated based on the percentage of the input cost, which the Group regularly assesses the reasonableness. Effects of changes in industry environment and construction status may also affect the total estimated project completion cost and further affect the Group’s revenue recognition.

6. Details of Significant Accounts

(1) Cash and cash equivalents

Cash on hand and revolving funds
Checking accounts deposits
Demand deposits
December31,2020
3,115
$ 42,970
163,132
209,217
$
December31,2019
3,167
$ 27,544
128,618
159,329
$
  • A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. The Group’s restricted cash and cash equivalents has been classified to other current assets. Please refer to Note 8 for details of pledged collaterals.

~30~

(2) Notes and accounts receivable

December 31,2020 December 31,2019
Notes receivable $ 1,578
$ 4,462
Accounts receivable 524,675 412,598
Less: Allowance for bad debts ( 7,017)
( 4,918)
$ 519,236
$ 412,142
  • A. The Group does not hold any collateral.

  • B. Information relating to credit risk of accounts receivable and notes receivable is provided in Note 12(2).

  • C. The ageing analysis of accounts receivable and notes receivable that were past due but not impaired is as follows:

Not past due
1~120 days past due
Over 121 days past due
December Notes
receivable
1,578
$ -
-
1,578
$ 31, 2020
December 31, 2019
Accounts
receivable
517,243
$ 1,779
5,653
524,675
$
Accounts
receivable
400,565
$ 6,148
5,885
412,598
$
Notes
receivable
4,462
$ -
-
4,462
$

The above ageing analysis was based on past due date.

  • D. As of December 31, 2020 and 2019, accounts and notes receivable were all from contracts with customers. As of January 1, 2019, the balance of receivables from contracts with customers amounted to $160,773.

  • E. As at December 31, 2020 and 2019, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Group’s notes and accounts receivable was $1,578 and $4,462, $524,675 and $412,598, respectively.

(3) Other receivables

Land development receivables
Interest receivable
Other non-operating receivables, others
December31,2020
3,041,185
$ 31
1,747
3,042,963
$
December31,2019
1,869,484
$ 25
25,550
1,895,059
$

~31~

  • A. Land development agent receivable was generated from the contract “Chiayi County Machouhou Industry Park Development Project ” which was entered into by the Group with Chiayi County Government in May 2013. The Group was commissioned to develop industrial area, the development period was 4 years starting from the date entered into the contract. Additionally, in October 2018, the Group entered into a contract “Chiayi County Machouhou Industry Park 2nd Precision Development Project” with Chiayi County Government and was commissioned to develop industrial area. The development period was 6 years starting from the date entered into the contract.

  • (a) The details of the land development agent receivable was as follows:

Chiayi County Machouhou
Industry Park Development
Project
Chiayi County Machouhou
Industry Park 2nd Precision
Development Project
December31,2020
970,697
$ 2,070,488
3,041,185
$
December31,2019
952,801
$ 916,683
1,869,484
$
December31,2020
Accumulated and
recognised
Service revenue
Principal unit
377,269
$ Chiayi County
Government
76,766
"
454,035
$
  • (b) For the years ended December 31, 2020 and 2019, changes in land development agent receivable were as follows:
Year ended
December31,2020
Chiayi County Machouhou
Industry Park
Development Project
Chiayi County Machouhou
Industry Park 2nd
Precision Development
Project
Year ended
December31,2019
Chiayi County Machouhou
Industry Park
Development Project
Chiayi County Machouhou
Industry Park 2nd
Precision Development
Project
Equity at
beginning of
period
952,801
$ 916,683
1,869,484
$ Equity at
beginning of
period
829,668
$ 154,469
984,137
$
Addition
Recovered
31,152
$ 13,256)
($ 1,153,805
-
1,184,957
$ 13,256)
($ Addition
Recovered
318,167
$ 195,034)
($ 762,214
-
1,080,381
$ 195,034)
($
Outstanding
balance
970,697
$ 2,070,488
3,041,185
$
Outstanding
balance
952,801
$ 916,683
1,869,484
$

~32~

  • B. Land development agent receivable was pledged to banks as collateral, please refer to Note 8 for details.

  • C. For the years ended December 31, 2020 and 2019, the Group recognised capitalisation of interest from land development agent receivable from payments on behalf of others to write off interest expenses in the amount of $6,275 and $0, respectively.

(4) Inventories

December 31,2020 December 31,2019
Merchandise inventory $ 10,546
$ 14,472
Finished goods 10,455 8,700
Semi-finished goods 11,732 8,561
Work in progress 2,426 3,685
Raw materials 9,480 14,756
Buildings and land held for sale 381,306 493,456
Lands wait for building 1,338 838
Construction in progress 1,200 1,890,276
Prepayment for land purchases 459,731 -
Subtotal 888,214
2,434,744
Less: Allowance for valuation loss ( 8,644)
( 10,021)
Total $ 879,570
$ 2,424,723
  • A. The cost of inventories recognised as expense for the year:
Cost of goods sold
Cost of building
Subtotal
Add: Cost of engineering sales
Other operating costs
Total
YearendedDecember31 YearendedDecember31
2020
114,698
$ 2,274,927
2,389,625
2,333,737
8,826
4,732,188
$
2019
136,705
$ 3,546,709
3,683,414
1,544,503

5,365
5,233,282
$
  • B. Some inventories were pledged as collaterals for bank borrowings, please refer to Note 8 for details.

  • C. For the years ended December 31, 2020 and 2019, the amounts of interest capitalisation on inventory were $4,953 and $39,496, please refer to Note 6(25) for details.

~33~

  • D. On August 16, 2019, the Group entered into a property trading contract with Jean Pacific Development Co., Ltd. and sold lands and structures on the lands on Xinxing Rd., Banqiao Dist., New Taipei City (shaown as inventory-lands wait for building and construction in progress in the total amount of $3,369,506) to Jean Pacific Development Co., Ltd., the total transaction amount was $3,706,318. On November 4, 2019, the transference of property has been completed. As of December 31, 2020, the aforementioned proceeds from trading contract was $3,521,003. In January 2021, the Group has received some of the final proceeds of the trading contract in the amount of $92,658.

  • E. The Group’s subsidiary, Chang Ji Construction Co., Ltd., jointly developed the lands in Fanlu Township, Chiayi County with the owner of lands and has purchased the lands on No. 193-181 and No. 193-103 in the base of Fanlu Township, Chiayi County. Because the lands were farming and grazing lands, according to the Agricultural Development Act, private legal person can not accept farming and grazing lands, thus, the lands were registered under the name of employee. However, to secure the rights of the Company, the Company has asked the registered person to promise in document that transferring the lands to the Group’s subsidiary, Chang Ji Construction Co., Ltd., after the land category was changed, as a security.

(5) Prepayments

Other current assets
Prepayments for construction in progress
Excess business tax paid / overpaid VAT
Others
Guarantees for jointly building
Guarantees for construction and bid bonds
Restricted assets
Proceeds of land construction inputed
Others
December31,2020
72,648
$ 7,797
27,567
108,012
$ December31,2020
400,000
$ 38,042
1,385,807
17,196
17,380
1,858,425
$
December31,2019
383,058
$ 42,938

43,452
469,448
$
December31,2019
400,000
$ 4,889

1,206,550
-
13,173
1,624,612
$

(6) Other current assets

A. Guarantees for jointly building

In April 2015, the Group has entered into a jointly building contract with the owner of lands on Xinxing Sec., Banqiao Dist., New Taipei City. As of December 31, 2020 and 2019, the Group has paid the performance gurantees for jointly guarantee to the owner of lands both in the amounts of $400,000.

~34~

  • B. Among the restricted assets, as of December 31, 2020 and 2019, the amounts of $769,531 and $724,438 was for land development agent business, receiving the land bid bonds which were deposited in the trust account by the buyer and the price of land, remaining was time deposits pledged as collaterals by the Group for the banks guarantees and borrowing facilities and reserve account.

  • C. The Group’s subsidiary, Chang Ji Construction Co., Ltd., jointly developed the lands in Fanlu Township, Chiayi County with the owner who has transferred the lands on No. 193-197 of the base in Fanlu Township, Chiayi County as a price of jointly development. However, according to the jointly development contract, Chang Ji Construction Co., Ltd. has not obtained control of the lands, thus, as of December 31, 2020, the lands has not been accounted.

  • D. The Group’s subsidiary, Chang Ji Construction Co., Ltd., jointly developed the lands in Fanlu Township, Chiayi County with the owner who has transferred the lands on No. 193-192, No. 193209, No. 193-182 and No. 193-183 of the base in Fanlu Township, Chiayi County as a price of jointly development. However, according to the jointly development contract, Chang Ji Construction Co., Ltd. has not obtained control of the lands. Because the lands were farming and grazing lands, according to the Agricultural Development Act, private legal person can not accept farming and grazing lands, thus, the lands were registered under the name of employee. However, to secure the rights of the Company, the Company has asked the registered person to promise in document that transferring the lands to the Group’s subsidiary, Chang Ji Construction Co., Ltd., after the land category was changed, as a security.

(7) Financial assets at fair value through other comprehensive income

Items December 31,2020 December 31,2019
Non-current items:
Equity instrument
Listed stocks $ -
$ 3,403
Unlisted stocks 22,755 22,755
22,755
26,158
Revaluation – gross ( 16,071)
( 15,791)
Total $ 6,684
$ 10,367
  • A. The Group has elected to classify security investments that are considered to be strategic investments as financial assets at fair value through other comprehensive income. The fair value of such investments amounted to $6,684 and $10,367 as at December 31, 2020 and 2019, respectively.

  • B. Because of the adjustment of investment strategy, for the year ended December 31, 2020, the Group sold the security investment in the amount of $5,264, and transferred accumulated gain on disposal as retained earnings in the amount of $1,861.

~35~

  • C. Amounts recognised in profit or loss and other comprehensive income in relation to the financial assets at fair value through other comprehensive income are listed below:
.
Equity instruments at fair value through other
comprehensive income
Fair value change recognised in other
comprehensive income
Cumulative gains (losses) reclassified to
retained earnings due to derecognition
2020
2019
1,581
$
4,762)
($ 1,861
$ -
$ YearendedDecember31
  • D. Information relating to credit risk of financial assets at fair value through other comprehensive income is provided in Note 12(2).

(8) Investments accounted for using equity method

Zhejiang Guyue Longshan Electronic
Technology Development Co., Ltd.
December31,2020
180,021
$
December31,2019
152,860
$
  • A. Associates

  • (a) The basic information of the associates that are material to the Group is as follows:

Principal place
Company name
of business
Zhejiang Guyue
Longshan Electronic
Technology Development
Co., Ltd.
Mainland China
December 31,
December 31,
2020
2019
46%
46%

Shareholdingratio
Nature of
Methods of
relationship
measurement
Associates
Equity
method
Methods of
measurement
December 31,
2020
46%
  • (b) The summarised financial information of the associates that are material to the Group is as follows:

Balance sheets

Zhejiang Guyue Longshan Electronic Zhejiang Guyue Longshan Electronic Zhejiang Guyue Longshan Electronic
TechnologyDevelopment Co.,Ltd.
December31,2020 December31,2019
Current assets $ 361,112
$ 288,241
Non-current assets 100,053 104,312
Current liabilities ( 69,816)
( 60,250)
Total net assets $ 391,349 $ 332,303
Share in associate's net assets $ 180,021 $ 152,860
Carrying amount of the associate $ 180,021 $ 152,860

~36~

Statements of comprehensive income

Revenue
Total comprehensive income for the period
Share of the comprehensive income
recognised
2020
2019
245,679
$
253,320
$ 52,643
$ 47,673
$ 24,216
$ 21,930
$ Year ended December 31
Technology Development Co., Ltd.
Zhejiang Guyue Longshan Electronic
  • B. The Group has loss on investments accounted for under equity method amounted to $24,216 and $21,930 for the years ended December 31, 2020 and 2019, respectively.

(9) Property, plant and equipment

January 1, 2020
Cost
Accumulated
depreciation and
impairment
2020
At January 1
Additions
Reclassifications
Depreciation expense
At December 31
December 31, 2020
Cost
Accumulated
depreciation and
impairment
Land Buildings
and
structures
Machinery
and
equipment
Others Total
122,920
$ -
122,920
$ 122,920
$ -
51,526)
(
-
71,394
$ 71,394
$ -
71,394
$
80,478
$ 34,929)
(
45,549
$ 45,549
$ 112
2,508)
(
1,444)
(
41,709
$ 67,286
$ 25,577)
(
41,709
$
618
$ 514)
(
104
$ 104
$ -
-
65)
(
39
$ 435
$ 396)
(
39
$
24,586
$ 19,362)
(
5,224
$ 5,224
$ 1,514
-
2,179)
(
4,559
$ 24,486
$ 19,927)
(
4,559
$
228,602
$ 54,805)
(
173,797
$ 173,797
$ 1,626
54,034)
(
3,688)
(
117,701
$ 163,601
$ 45,900)
(
117,701
$

~37~

January 1, 2019
Cost
Accumulated
depreciation and
impairment
2019
At January 1
Additions
Depreciation expense
At December 31
December 31, 2019
Cost
Accumulated
depreciation and
impairment
Land Buildings
and
structures
Machinery
and
equipment
Others Total
122,920
$ -
122,920
$ 122,920
$ -
-
122,920
$ 122,920
$ -
122,920
$
80,724
$ 33,505)
(
47,219
$ 47,219
$ -
1,670)
(
45,549
$ 80,478
$ 34,929)
(
45,549
$
618
$ 448)
(
170
$ 170
$ -
66)
(
104
$ 618
$ 514)
(
104
$
21,620
$ 16,867)
(
4,753
$ 4,753
$ 3,360
2,889)
(
5,224
$ 24,586
$ 19,362)
(
5,224
$
225,882
$ 50,820)
(
175,062
$ 175,062
$ 3,360
4,625)
(
173,797
$ 228,602
$ 54,805)
(
173,797
$
  • A. For the years ended December 31, 2020 and 2019, no interest expense of property, plant and equipment was capitalised.

  • B. For the year ended December 31, 2020, the Group transferred some property, plant and equipment into investment property in the amount of $65,877 based on nature.

  • C. For the year ended December 31, 2020, information about the transference into property, plant and equipment is provided in Note 6(10)D.

  • D. Refer to Note 8 for further information on property, plant and equipment pledged to others as collateral.

~38~

(10) Investment property

2020 2019
At January 1
Land $ 3,855
$ 3,855
Buildings and structures 15,426 110,197
Accumulated depreciation ( 7,163)
( 101,658)
$ 12,118 $ 12,394
At January 1 $ 12,118
$ 12,394
Reclassifications 54,034 -
Depreciation expense ( 482)
( 276)
At December 31 $ 65,670
$ 12,118
At December 31
Land $ 55,381
$ 3,855
Buildings and structures 24,584
15,426
Accumulated depreciation ( 14,295)
( 7,163)
$ 65,670 $ 12,118
  • A. Rental income from investment property and direct operating expenses arising from investment property are shown below:
Rental income from investment property
Direct operating expenses arising from the
investment property that generated rental
income during the year
Year ended December31 Year ended December31
2020
1,231
$ 482
$
2019
2,888
$
276
$

The Group recognised rent income based on the operating lease agreement, which belongs to fixed lease payments.

  • B. The fair value of the investment property held by the Group as at December 31, 2020 and 2019 was $99,520 and $17,272, respectively, which was valued by independent valuers. Valuations were made using the income approach. According to the difference estimation of its reproduction cost, nature of usage, use situation now, use benefit, maintenance, depreciation and other factors.

  • C. Please refer to Note 6(9)B. for details of the transference into property for the year ended December 31, 2020.

  • D. For the year ended December 31, 2020, the Group transferred some investment property into property, plant and equipment which amounted to $11,843 based on nature.

~39~

E. Refer to Note 8 for further information on investment property pledged to others as collateral.

(11) Short-term borrowings

Type of Borrowings
Bank borrowings
Secured borrowings
Unsecured borrowings
Type of Borrowings
Bank borrowings
Secured borrowings
Unsecured borrowings
December31,2020

445,917
$ 595,354
1,041,271
$ December31,2019

588,223
$ 490,738
1,078,961
$
Interestraterange
Collateral
1%-2.45%
Pledged time deposits,
allowance account,
inventory, land, buildings
and structures (shown as
property, plant and
equipment) and treasury
shares.
"
None
Interestraterange
Collateral
0.49%-2.36%
Pledged time deposits,
allowance account,
inventory, land, buildings
and structures (shown as
property, plant and
equipment) and treasury
shares.
"
None
Collateral

Details of collateral for short-term borrowings are provided in Note 8.

(12) Short-term notes and bills payable

Commercial paper payable
Interest rate range
December31,2020
105,000
$ 0.42%-0.8%
December31,2019
1,386,400
$
0.67%-1.35%

Aforementioned short-term notes and bills were issued by financial institutes, please refer to Note 8 for details of collaterals.

~40~

(13) Accounts payable

Other current liabilities
Construction payable
Others
Deposit received in advance from disposal of
industrial area
Advance receipts from customers
Current portion
Current portion or exercise of put options
Others
December31,2020
466,362
$ 29,705

496,067
$ December 31, 2020
1,046,789
$ -

833,547
498,957
80,712
2,460,005
$
December31,2019
317,765
$ 46,879
364,644
$
December 31, 2019
1,046,789
$ 2,651
82,000
-

6,600
1,138,040
$

(14) Other current liabilities

  • A. Deposit received in advance from disposal of industrial area and bid bonds from biding lands were from the Company’s land development agent business which was commissioned by Chiayi County Government, for lands bid based on “Chiayi County Machouhou Industry Park Development Project”, please refer to Note 6(3) for details of external customers’ proceeds for land purchase and bid bonds and related proceeds receivable from land development agent.

  • B. Please refer to Note 6(15) for details of current portion or exercise of put options.

  • C. Please refer to Note 6(16) for details of long-term borrowings, current portion.

(15) Bonds payable

December 31,2020 December 31,2019
Bonds payable $ 500,000
$ 500,000
Less: Discount on bonds payable ( 1,043)
( 2,293)
498,957 497,707
Less: Current portion or exercise of put options ( 498,957)
-
$ - $ 497,707
  • A. The competent authority has approved the Company’s first time raising and issuance of domestic secured corporate bonds. The bonds are with a total issuance amount of $500,000 thousand dollars and a coupon rate of 1.15%, cover a 5-year period of issuance and listed on the Taiwan Over-The-Counter Securities Exchange with a circulation period from November 11, 2016 and November 11, 2021. The common corporate bonds were repaid at once by cash at face value when matured. The pledged method was performed with guarantee of corporate bonds based commissioned guarantee contract by Taiwan Cooperative Bank.

  • B. Aforementioned corporate bonds payable was guaranteed and issued by financial institutes. Please refer to Note 8 for details of collateral.

~41~

- (16) Long term borrowings

Borrowing period and
Type of Borrowings
repayment term
Bank’s unsecured borrowings
The Shanghai Commercial
& Savings Bank
Borrowing period is from June 12,
2019 to March 1, 2021, interest is
payable monthly
Taiwan Business Bank
Co., Ltd.
Borrowing period is from May 14,
2020 to May 14, 2023, interest is
payable monthly
Hua Nan Commercial Bank,
Ltd.
Borrowing period is from August
20, 2020 to August 20, 2023,
interest is payable monthly
Taiwan Cooperative Bank
Borrowing period is from April 13,
2020 to February 12, 2026, interest
is payable monthly
Taiwan Business Bank Co.,
Ltd.
Borrowing period is from April 13,
2020 to February 12, 2026, interest
is payable monthly
Chang Hwa Commercial
Bank, Ltd.
Borrowing period is from April 13,
2020 to February 12, 2026, interest
is payable monthly
Agricultural Bank of
Taiwan
Borrowing period is from April 13,
2020 to February 12, 2026, interest
is payable monthly
Hua Nan Commercial Bank,
Ltd.
Borrowing period is from April 13,
2020 to February 12, 2026, interest
is payable monthly
Land Bank of Taiwan
Borrowing period is from April 13,
2020 to February 12, 2026, interest
is payable monthly
Borrowing period and
Type of Borrowings
repayment term
Bank’s unsecured borrowings
The Shanghai Commercial
& Savings Bank
Borrowing period is from June 12,
2019 to March 1, 2021, interest is
payable monthly
Less: Current portion
Less: Current portion
Interest rate
range

1.75%
1.845%-
1.95%
1.95%
3.17%
3.17%
3.17%
3.17%
3.17%
3.17%
Interest rate
range

2.00%
Collateral
December31,2020
None
38,700
$ "
15,000
"
17,778
"
227,830
"
168,580
"
168,580
"
111,610
"
55,790
"
55,790
859,658
833,547)
(
26,111
$ Collateral
December31,2019
None
82,000
$ 82,000)
(
-
$
December31,2020
38,700
$ 15,000
17,778
227,830
168,580
168,580
111,610
55,790
55,790
-
$

~42~

In October 2019, the Company entered into a contract for a syndicated borrowing with bank group, including Taiwan Cooperative Bank, Chang Hwa Commercial Bank, Ltd., Taiwan Business Bank Co., Ltd. The borrowing was a execution fund for “Chiayi County Machouhou Industry Park 2nd Precision Development Project” which was signed in October 2018. Total syndicate facility was $6,780,000 (including guarantee amount of $780,000 and borrowing amount of $6,000,000). The credit term was 6 years starting from the date of first drawn. As of December 31, 2020, the Company has drawn performance guarantee amount of $755,800 and borrowing amount of $788,180. The Company’s chairman agreed individually to serve as joint guarantor of the credit borrowing. In the term of the credit borrowing, the Company’s primarily promised items were as follows:

A. The financial ratios in the annual consolidated financial statements shall be maintained as follows:

Tangible equity interest: shareholders’ equity net of intangible assets shall not lower than NT$ 2.5 billion.

  • B. The development case shall complete the first announce for selling or registration in 2 years starting from the date of first drawn.

  • C. In 2 years starting from the date of the first announce for selling or registration, the sales rate shall reach 25% (including).

  • D. In 2 years starting from the date of the first announce for selling or registration, the sales rate shall reach 35% (including).

  • E. In the term of the credit borrowing, if there are shareholder’s payment on behalf of the Company, the Company shall obtain the agreement of the shareholder in document which agrees that if the credit borrowing has not been repaid, the Company can not repay shareholder’s payment on behalf of the Company. The interest rate of shareholder’s payment on behalf of the Company can not higher than the interest rate of the credit borrowing at current or after. However, if shareholder’s payment on behalf of the Company is invested in the Company, this is not restricted.

For the years ended December 31, 2020 and 2019, the Group has not violated aforementioned promised items in both years.

(17) Pensions

Defined contribution plan

  • A. Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domestic subsidiaries contribute monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.

  • B. The pension costs under the defined contribution pension plan of the Group for the years ended December 31, 2020 and 2019 were $8,664 and $9,605, respectively.

~43~

(18) Common stock

  • A. As of December 31, 2020, the Company’s authorised capital was $2,500,000, and the paid-in capital was $2,287,135 with a par value of $10 (in dollars) per share, totaling 228,714 thousand shares. Information of movements in the number of the Company’s ordinary shares outstanding are as follows (thousand shares):
2020 (Note)
At January 1
228,714
Purchase of treasury shares
2,525)
(
At December 31
226,189
2019 (Note)
228,714
-
228,714
  • Note: The number of the parent company’s shares outstanding, including shares held by the subsidiaries

  • B. Treasury shares

  • (a) Reason for share reacquisition and movements in the number of the Company’s treasury shares are as follows:

Name of company
holding the shares
Reason for reacquisition
To be reissued to
employees
Protect shareholders’
equity interest
Reason for reacquisition
Protect shareholders’
equity interest
December 31, 2020
No. ofshares
2,525 thousand
shares
28,125 thousand
shares
No. ofshares
28,125 thousand
shares
December
Book value
The Company
Subsidiaries-
Chang Ji Construction
Co., Ltd.
Total
Name of company
holding the shares
26,130
$ 255,837
281,967
$
Bookvalue
31,2019
Subsidiaries-
Chang Ji Construction
Co., Ltd.
255,837
$

(b) On November 12, 2015, the Company’s Board of Directors approved to transfer shares to employees and repurchased treasury shares in the amount of 10,000 thousand. As of January 2016 (fulfill a period of execution), the treasury shares which were repurchased totaling 4,291 thousand shares with a total amount of $44,095. As of January 29, 2019, because there were treasury shares which has not been transferred when the execution period was fulfilled, 4,291 thousand treasury shares were canceled and reduced the capital. The number of outstanding shares was 228,714 thousand shares after the capital reduction.

~44~

  • (c) On March 27, 2020, the Company’s Board of Directors approved to repurchased 6,000 thousand treasury shares. As of May 29, 2020 (fulfill a period of execution), the Company repurchased 2,525 thousand treasury shares in total with a total amount of $26,130.

  • (d) Pursuant to the R.O.C. Securities and Exchange Act, the number of shares bought back as treasury share should not exceed 10% of the number of the Company’s issued and outstanding shares and the amount bought back should not exceed the sum of retained earnings, paid-in capital in excess of par value and realised capital surplus.

  • (e) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should not be pledged as collateral and is not entitled to dividends before it is reissued.

  • (f) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should be reissued to the employees within five years from the reacquisition date and shares not reissued within the five-year period are to be retired. Treasury shares to enhance the Company’s credit rating and the stockholders’ equity should be retired within six months of acquisition.

  • (g) Information about collaterals is provided in Note 8(2).

(19) Capital surplus

Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paidin capital each year. However, capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.

(20) Retained earnings

  • A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve. The remainder, if any, to be retained or to be appropriated shall be resolved by the stockholders at the stockholders’ meeting.

  • B. The Company’s dividend policies were as follows: the Company’s industrial life cycle was in growth stage, in order to match with the Company’s long-term financial plan for sustainable operation, the Company’s dividend policies adopted residual dividend policy. According to the Company’s capital budget plan, the stock dividend shall be distributed first to retain demand capital, if any, shall be distributed as cash dividend. If cash dividend can be distributed in the current year, the cash dividend shall be adjusted to not lower than 5% of total dividend.

~45~

  • C. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.

  • D. Special reserve

  • (a) Special reserve (a) In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

  • (b) According to Jin-Guan-Zheng-Fa-Zi No.1010047490, the accounting of public issued company invested in the subsidiary who hold the shares of parent shall follow Securities and Exchange Act paragraph 1 of Article 41. Thus, listed and emerging companies shall not distribute special reserve at the same amount which was calculated from the difference between the market price and carrying amount of shares which was parent company’s shares held by the subsidiary and the shareholding ratio. Afterward, if the market price has reversed, listed and emerging company shall reverse special reserve based on the shareholding ratio.

  • E. Appropriation of earnings

The appropriations of earnings of years 2019 and 2018 as resolved by the shareholders at their meetings on June 19, 2020 and June 24, 2019 are as follows:

Legal surplus
Special reserve
Cash dividend
Total
YearendedDecember31 YearendedDecember31 YearendedDecember31
Dividends per
Amount
share (indollars)
17,544
$ 9,222
114,357
0.50
$ 141,123
$ 2019
2018
Amount
17,544
$ 9,222
114,357
141,123
$
Amount
-
$ -
-
-
$
Dividends per
share (indollars)
-
$
  • F. The appropriation of 2020 earnings was resolved by the Board of Directors on March 25, 2021. The above appropriation of earnings of year 2020 is yet to be resolved by the shareholders in 2021.

~46~

Related distribution of earnings were as follows:

YearendedDecember31,2020 YearendedDecember31,2020 YearendedDecember31,2020
Dividends per
Amount share (in dollars)
Legal surplus $ 31,521
Special reserve
reversed ( 2,652)
Cash dividend 180,951 $ 0.80
Total $ 209,820

As of March 25, 2021, the aforementioned proposal for 2020 earnings distribution has not yet been resolved by the shareholders.

(21) Operating revenue

  • A. Disaggregation of revenue from contracts with customers

The Group derives revenue from the recognition of goods and services over time and at a point in time in the following major product lines:

Year ended
December 31, 2020
Timing of revenue
recognition
At a point in time
Over time
Year ended
December 31, 2019
Timing of revenue
recognition
At a point in time
Over time
Sales
revenue
131,713
$ -

131,713
$ Sales
revenue
171,201
$ -
171,201
$
Building
revenue
2,755,094
$ -
2,755,094
$ Building
revenue
3,900,996
$ -
3,900,996
$
Construction
revenue
-
$ 2,245,136
2,245,136
$ Construction
revenue
-
$ 1,508,355
1,508,355
$
Service
revenue
-
$ 85,648
85,648
$ Service
revenue
-
$ 43,280
43,280
$
Total
2,886,807
$ 2,330,784
5,217,591
$
Total
4,072,197
$ 1,551,635
5,623,832
$

B. Contract assets and liabilities

(a) The Group has recognised the following revenue-related contract assets and liabilities:

~47~

December 31,2020 December 31,2019 January1,2019
Contract assets:
Contract assets-proceeds
from building contract $ 421,497 $ 509,855 $ 682,764
December 31, 2020 December 31, 2019 January 1, 2019
Contract liabilities:
Contract liabilities-
proceeds from building
contract $ 174,032
$ 263,719
$ 266,787
Contract liabilities-
proceeds from sale
contract 1,530 318,926 117,249
Total $ 175,562 $ 582,645
$ 384,036
  • (b) Revenue recognised that was included in the contract liability balance at the beginning of the period
Revenue recognised that was included in the
contract liability balance at the beginning of
the period
Building pre-sale contract
Year ended December31 Year ended December31
2020
302,756
$
2019
-
$
  • C. The Company contracted with CPC Corporation, Taiwan for “Subsea pipeline replacement project for the second overseas oil unloading baoy of Taoyuan Oil Retinery ”, the construction was delayed due to the climate which was not responsible by anyone, causing disputes on the construction proceeds between both parties, the Company is conciliated with CPC Corporation, Taiwan by Complaint Review Board for Government Procurement now.

(22) Interest income

Interest income from bank deposits
Other interest income
Year ended December31 Year ended December31
2020
953
$ 10,888
11,841
$
2019
1,554
$ 2,066
3,620
$

~48~

(23) Other income

Rental revenue
Other income, others
Year ended December31 Year ended December31
2020
1,501
$ 7,031
8,532
$
2019
2,888
$ 11,423
14,311
$

(24) Other gains and losses

Foreign exchange losses, net Gains on disposals of investments Others

Year ended December 31 Year ended December 31 Year ended December 31
2020 2019
357)
($
($ 822)
5,477 ( 156)
( 1,974)
( 1,005)
3,146
$
($ 1,983)

(25) Finance costs

YearendedDecember31 YearendedDecember31 YearendedDecember31 YearendedDecember31 YearendedDecember31
2020 2019
Interest expenses:
Bank borrowings $ 29,901
$ 65,927
Payment on interest of corporate bond 5,766 5,750
Amortisation of discounts on bonds 1,250 1,250
Others 44 29
Less: Capitalisation of qualifying assets ( 4,953)
( 39,496)
Payment of industrial area interest on behalf
of others ( 6,275)
-
Finance costs $ 25,733 $ 33,460

~49~

(26) Expenses by nature

Employee benefit expense
Depreciation expenses (including
investment property)
Depreciation expense of right-of-
use assets
Amortisation charge
Amortisation expense of right-of-
use assets
Employee benefit expense
Depreciation expenses (including
investment property)
Depreciation expense of right-of-
use assets
Amortisation charge
Amortisation expense of right-of-
use assets
Classified as
Classified as
Operating
Operating Costs
Expenses
Total
137,207
$ 93,426
$ 230,633
$ 383
3,787
4,170
-
950
950
9
1,704
1,713
-
70
70
YearendedDecember31,2020
Year ended December 31, 2019
Classified as
Classified as
Operating
Operating Costs
Expenses
Total
137,207
$ 93,426
$ 230,633
$ 383
3,787
4,170
-
950
950
9
1,704
1,713
-
70
70
YearendedDecember31,2020
Year ended December 31, 2019
Classified as
Operating Costs
149,613
$ 1,193

-
1
-
Classified as
Operating
Expenses
Total
78,565
$ 228,178
$ 3,708
4,901
-
-
2,388
2,389
-

-

~50~

(27) Employee benefit expense

Salary expenses
Labour and health insurance fees
Pension costs
Other personnel expenses
Salary expenses
Labour and health insurance fees
Pension costs
Other personnel expenses
Classified as
Classified as
Operating
Operating Costs
Expenses
Total
115,864
$ 83,433
$ 199,297
$ 10,649
5,226
15,875

6,141
2,523
8,664

4,553
2,244
6,797

137,207
$ 93,426
$ 230,633
$
Year ended December31,2020
Year ended December 31, 2019
Classified as
Classified as
Operating
Operating Costs
Expenses
Total
115,864
$ 83,433
$ 199,297
$ 10,649
5,226
15,875

6,141
2,523
8,664

4,553
2,244
6,797

137,207
$ 93,426
$ 230,633
$
Year ended December31,2020
Year ended December 31, 2019
Classified as
Classified as
Operating
Operating Costs
Expenses
Total
115,864
$ 83,433
$ 199,297
$ 10,649
5,226
15,875

6,141
2,523
8,664

4,553
2,244
6,797

137,207
$ 93,426
$ 230,633
$
Year ended December31,2020
Year ended December 31, 2019
Classified as
Operating Costs
124,464
$ 12,639

7,167

5,343
149,613
$
Classified as
Operating
Expenses
67,785
$ 4,615
2,438
3,727
78,565
$
Total
192,249
$ 17,254
9,605
9,070
228,178
$
  • A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ and supervisors’ remuneration. The ratio shall not be 8% for employees’ compensation and not higher than 2% for directors’ remuneration.

  • B. For the years ended December 31, 2020 and 2019, employees’ compensation was accrued at $26,707 and $21,149, respectively; while directors’ remuneration was accrued at $6,677 and $5,287, respectively. The aforementioned amounts were recognised in salary expenses.

The employees’ compensation and directors’ and supervisors’ remuneration were estimated and accrued based on 8% and 2% of distributable profit for the year ended December 31, 2020. The employees’ compensation and directors’ and supervisors’ remuneration resolved by the Board of Directors were $26,707 and $6,677, and the employees’ compensation will be distributed in the form of cash.

Employees’ compensation of $21,149 and directors’ remuneration of $5,287 in 2019 as resolved by the Board of Directors were in agreement with those amounts recognized in the 2019 financial statements.

Information about employees’ compensation and directors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

~51~

  • C. As of December 31, 2020 and 2019, the Company had 224 and 247 employees respectively, excluding 5 directors for the both years.

(28) Income taxes

  • A. Tax (income) expense

Components of income tax (income) expense:

YearendedDecember31 YearendedDecember31 YearendedDecember31
2020 2019
Current tax:
Current tax on profits for the year $ 1,765
$ 6,987
Tax on undistributed earnings 2,701 310
Prior year income tax (over) underestimation 1,942 134
Total current tax 6,408 7,431
Deferred tax:
Origination and reversal of temporary
differences ( 20,535)
59,267
Income tax (income) expenses ($ 14,127) $ 66,698
  • B. Reconciliation between income tax (income) expense and accounting profit
YearendedDecember31 YearendedDecember31
2020 2019
Tax calculated based on profit before tax and $ 63,964
$ 13,720
statutory tax rate (note)
Expenses disallowed and tax exempt income
by tax regulation ( 118,904)
( 9,543)
Increment tax on land value 1,766 2,810
Temporary differences not recognised as
deferred tax assets ( 1,254)
( 1,693)
Tax losses not recognised as deferred tax
assets ( 34,895)
-
Change in assessment of realisation of
deferred tax assets 72,032 60,960
Tax on undistributed earnings 2,701 310
Prior year income tax under (over) estimate 463 134
Income tax (income) expenses ($ 14,127) $ 66,698

Note: The basis for computing the applicable tax rate are the rates applicable in the respective countries where the Group entities operate.

~52~

  • C. Amounts of deferred tax assets or liabilities as a result of temporary differences and tax losses are as follows:
2020 2020
Recognised in
other
Recognised in comprehensive
AtJanuary1 profit or loss income At December31
Temporary differences:
-Deferred income tax assets:
Unrealised losses on doubtful
debts $ 677
$ -
$ -
$ 677
Unrealised loss for market value
decline and obsolete and slow-
moving inventories 2,004 ( 275)
-
1,729
Deferred capitalised interest
payments 476 ( 159)
- 317
Unrealised loss on foreign
investment 4,205 ( 3,888)
- 317
Unrealised impairment loss 84 - -
84
Deferred recognition expenses 7,401 ( 7,352)
- 49
Loss carryforward 92,496
29,452 - 121,948
Subtotal 107,343 17,778 - 125,121
-Deferred tax liabilities:
Unrealised exchange gain ( 151)
151 -
-
Currency translation differences ( 3,136)
- - ( 3,136)
Unrealised gain on foreign
investments ( 11,229)
( 551)
- ( 11,780)
Subtotal ( 14,516)
( 400)
- ( 14,916)
Total $ 92,827 $ 17,378
$ -
$ 110,205

~53~

2019

2019 2019 2019 2019 2019 2019
Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are a
follows:
Recognised in
Recognised in
other
comprehensive
AtJanuary1
profit or loss
income
At December31
Temporary differences:
-Deferred income tax assets:
Unrealised losses on doubtful debts
677
$ -
$ -
$ 677
$ Unrealised loss for market value
decline and obsolete and slow-
moving inventories
2,004
-
-
2,004
Deferred capitalised interest
payments
636
160)
(
-
476
Unrealised loss on foreign
investment
22,731
18,526)
(
-
4,205
Unrealised impairment loss
84
-
-
84
Deferred recognition expenses
5,363
2,038
-
7,401
Loss carryforward
134,272
41,776)
(
-

92,496
Subtotal
165,767
58,424)
(
-
107,343
-Deferred tax liabilities:
Unrealised exchange gain
250)
(
99
-

151)
(
Currency translation differences
6,568)
(
3,432
-

3,136)
(
Unrealised gain on foreign
investments
6,855)
(
4,374)
(
-
11,229)
(
Subtotal
13,673)
(
843)
(
-

14,516)
(
Total
152,094
$
59,267)
($ -
$ 92,827
$ December31,2020
Year incurred
2012
2013
2014
2015
2016
2018
2020
Amount filed/
assessed
47,167
$ 131,026
47,655
37,887
10,737
179,615
337,524
791,611
$
Unused amount
47,167
$ 131,026
47,655
37,887
10,737
172,219
337,524
784,215
$
Unrecognised
deferred tax
assets
-
$ -
-
-
-
-
174,476
174,476
$
Expiry year
2022
2023
2024
2025
2026
2028
2030
  • D. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as follows:

~54~

December 31, 2019

Year incurred
2012
2013
2014
2015
2016
2018
Amount filed/
assessed
47,167
$ 131,026
47,655
37,886
10,737
188,011
462,482
$
Unused amount
47,167
$ 131,026
47,655
37,886
10,737
188,011
462,482
$
Unrecognised
deferred tax
assets
-
$ -
-
-
-
-
-
$
Expiry year
2022
2023
2024
2025
2026
2028
  • E. The amounts of deductible temporary differences that were not recognised as deferred tax assets are as follows:
Deductible temporary differences December31,2020
December31,2019
6,311
$ 7,883
$
  • F. Income tax returns of the Company and subsidiaries, Shin Ding Engineering Consultants Co., Ltd. and Chang Ji Construction Co., Ltd. through 2018 have been assessed and approved by the Tax Authority.

(29) Earnings per share

Basic earnings per share
Profit attributable to the
parent
Diluted earnings per share
Assumed conversion of all
dilutive potential ordinary
shares
Employees’ bonus
Profit attributable to
ordinary shareholders of
the parent plus assumed
conversion of all dilutive
potential ordinary shares
Year ended December31,2020 ended December31,2020
Amount aftertax

315,653
$ -
315,653
$
Weighted average
number of ordinary
shares outstanding
(shareinthousands)
198,925
2,468
201,393
Earnings per share
(indollars)
1.59
$
1.57
$

~55~

==> picture [465 x 273] intentionally omitted <==

----- Start of picture text -----

Year ended December 31, 2019
Weighted average
number of ordinary
shares outstanding Earnings per share
Amount after tax (share in thousands) (in dollars)
Basic earnings per share
Profit attributable to the
$ 175,432 200,589 $ 0.87
parent
Diluted earnings per share
Assumed conversion of all
dilutive potential ordinary
shares
-
Employees’ bonus 1,748
Profit attributable to
ordinary shareholders of
the parent plus assumed
conversion of all dilutive
potential ordinary shares $ 175,432 202,337 $ 0.87
----- End of picture text -----

(30) Transactions with non-controlling interest

Acquisition of additional equity interest in a subsidiary

For the years ended December 31, 2020 and 2019, the Company purchased 2,966,000 shares and 41,000 shares which were held by the employees of Chang Ji Construction Co., Ltd. by cash of $34,260 and $410, respectively. The carrying amount of non-controlling interest in Chang Ji Construction Co., Ltd. was $36,121 and $477 at the acquisition date. This transaction resulted in a decrease in the non-controlling interest by $36,121 and $477 and a decrease in the equity attributable to owners of the parent by $1,861 and $67, respectively. The effect of changes in interests in Chang Ji Construction Co., Ltd. on the equity attributable to owners of the parent for the years ended December 31, 2020 and 2019 is shown below:

YearendedDecember31 YearendedDecember31
2020 2019
Carrying amount of non-controlling interest
acquired $ 36,121
$ 477
Consideration paid to non-controlling interest ( 34,260)
( 410)
Capital surplus
- difference between proceeds on actual
acquisition of equity interest in a subsidiary and its
carrying amount $ 1,861 $ 67

~56~

(31) Changes in liabilities from financing activities

Short-term
Short-term
notes and bills
borrowings
payable
January 1, 2020
1,078,961
$ 1,386,400
$ Changes in cash flow from
financing activities
37,690)
(
1,281,400)
(
Changes in other non-cash
items
-

-
December 31, 2020
1,041,271
$
105,000
$ Short-term
Short-term
notes and bills
borrowings
payable
January 1, 2019
1,831,805
$ 3,283,900
$ Changes in cash flow from
financing activities
752,844)
(
1,897,500)
(
Changes in other non-cash
items
-
-
December 31, 2019
1,078,961
$ 1,386,400
$
Long-term
borrowings
(Long-term
borrowings,
currentportion)
82,000
$ 777,658
-
859,658
$ Long-term
borrowings
(Long-term
borrowings,
currentportion)
80,000
$ 2,000
-
82,000
$
Bonds payable
(Corporate
bond,
Liabilities from
financing
currentportion)
activities-gross
497,707
$ 3,045,068
$ -
541,432)
(
1,250
1,250
498,957
$ 2,504,886
$ Bonds payable
(Corporate
bond,
Liabilities from
financing
currentportion)
activities-gross
496,457
$ 5,692,162
$ -

5,692,162)
(
1,250
1,250
497,707
$ 3,045,068
$
Liabilities from
financing
activities-gross
3,045,068
$

7. Related Party Transactions

(1) Significant related party transactions

Company name Rex-Stone International Co., Ltd.

Relationship with the Company Associates

(2) Transactions with related parties

A. Operating revenue

Construction revenue Associates

Year ended D 2020 $ 35,552

(3) Key management compensation

Salaries and other short-term employee benefits
Post-employment benefits
Total
Year ended December31 Year ended December31
2020
39,149
$ 584
39,733
$
2019
31,222
$ 542
31,764
$

~57~

8. Pledged Assets

(1) The Group’s assets pledged as collateral are as follows:

Pledged asset
Inventory-buildings and
land held for sale
Inventory-Construction
in progress
Other receivables
-Land development
agent receivable
Other current assets
-Certificate of deposit
-Reserve account
-Trust account
-Jointly building
guarantee,
construction
guarantee and bid
bonds
Property, plant and
equipment
Investment property
Other non-current assets
-Guarantee deposits
paid
-Reserve account
December31,2020
December31,2019
286,575
$ 465,116
$ -
1,082,650
3,041,185
1,869,484
24,305
37,110
519,591
363,767
841,911
805,673
438,042
404,889

111,253
166,788
65,670
12,118
14,056
9,353
-
152,934
5,342,588
$ 5,369,882
$ Bookvalue
Purpose
December31,2020
286,575
$ -
3,041,185
24,305
519,591
841,911
438,042
111,253
65,670
14,056
-
5,342,588
$
Guarantee for financing
limit and short-term notes
and bills payable
Guarantee for short-term
notes and bills payable
Construction guarantee,
performance guarantee
and guarantee for
financing limit
Performance guarantee,
guarantee for financing
limit and bonds payable
Performance guarantee
-Jointly performance and
building guarantee,
construction guarantee
and bid bonds
Guarantee for financing
limit
Guarantee for financing
limit
General deposits and for
use of golf club card
Bonds payable
Performance guarantee
and guarantee for
financing limit

(2) As of December 31, 2020 and 2019, Chang Ji Construction Co., Ltd., pledged 28,125 thousand shares and 22,625 thousand shares of the Company (shown as “treasury share”) for borrowing.

~58~

9. Significant Contingent Liabilities and Unrecognised Contract Commitments

Commitments

Except for the description in Note 6(6), the Group has significant commitments and contingencies as follows:

  • A. Guarantee

  • (a) The Group entered into commission guarantee contract or provided time deposits as collateral for bid bonds, performance guarantee, prepaid guarantee and other construction guarantee which were related with construction contract and commissioned banks to be joint guarantor. As of December 31, 2020, the guarantee amount was $1,652,493.

  • (b) As of December 31, because of the demand of construction owner, 2020, the Group signed a note for performance guarantee in the amount of $1,358,543.

  • B. As of December 31, 2020, the Group has unused letters of credit in the amount of $261,447 for purchasing materials and equipments.

  • C. As of December 31, 2020, because the Group entered into outsourcing construction contract, the Group has construction payables which shall be paid in the future in the amount of $1,123,999.

  • D. As of December 31, 2020, the Group entered into pre-sale house and land contracts which has a price of $10,330 with customer and has received $1,530 according to the contracts.

  • E. As of December 31, 2020, the Group entered into land purchase contracts which has not been transferred with a price of $493,426 and has paid $443,020 according to the contracts.

10. Significant Disaster Loss

None.

11. Significant Events after the Balance Sheet Date

  • A. On March 25, 2021, the Company’s Board of Directors resolved the appropriation of 2020 earnings and the amount of employees’ compensation and directors’ remuneration, please refer to Note 6(20)F. and Note 6(27) for details.

  • B. On January 15, 2021, the Company entered into a contract, “Tainan Chigu Technology Industry Park Precision Development Project”, with Tainan City Government.

12. Others

(1) Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings

~59~

(including ‘current and non-current borrowings’ as shown in the consolidated balance sheet) less cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the consolidated balance sheet plus net debt.

The gearing ratios at December 31, 2020 and 2019 were as follows:

December 31,2020 December 31, 2019
Total borrowings $ 2,504,886
3,045,068
$
Less: Cash and cash equivalents ( 209,217)
( 159,329)
Net debt 2,295,669
2,885,739
Total equity 3,141,092 2,982,913
Total capital $ 5,436,761 5,868,652
$
Gearing ratio 42.22% 49.17%

(2) Financial instruments

A. Financial instruments by category

Financial assets
Financial assets of investments in equity
instruments designated at fair value
through other comprehensive income:
Financial assets at amortised cost
Cash and cash equivalents
Notes receivable
Accounts receivable
Other receivables
Guarantee deposits paid
Other financial assets
Financial liabilities
Financial liabilities at amortised cost
Short-term borrowings
Short-term notes and bills payable
Notes payable
Accounts payable
Other accounts payable
Bonds payable (including current portion)
Long-term borrowings (including current
portion)
Guarantee deposits received
December31,2020
6,684
$ 209,217
1,578
517,658
3,042,963
14,056
1,823,849
5,616,005
$ December31,2020
1,041,271
$ 105,000
3,179
496,067
83,874
498,957
859,658
60,912
3,148,918
$
December31,2019
10,367
$ 159,329
4,462
407,680
1,895,059
9,353
1,764,373
4,250,623
$
December31,2019
1,078,961
$ 1,386,400
21,875
364,644
71,696
497,707
82,000
1,811
3,505,094
$

~60~

B. Financial risk management policies

The Group’s financial risk primarily was composed of the risk following financial instrument investment and exchange rate risk of foreign currency transaction. The Group always adopted strictest control standard on the financial risk of each financial instrument investment. Every financial investments and operations were estimated for its possible market risk, credit risk, liquidity risk and cash flow risk in all dimension, the Group must choose the minimum risk. The Group managed the exchange rate risk of foreign currency transaction was based on the strategical risk management target, searched for the optimal risk position and maintained adequate liquidity position to achieve best hedge strategy.

  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

Exchange rate risk

  • i. The Group’s businesses involve some non-functional currency operations. The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

December 31, 2020

Foreign
currency
amount (in
thousand
Exchange
dollars)
rate
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD
2,177
28.48
Non-monetary items
USD:NTD
6,330
28.48
Financial liabilities
Monetary items
USD:NTD
268
28.48
Foreign
currency
amount (in
thousand
Exchange
dollars)
rate
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD
1,923
29.98
Non-monetary items
USD:NTD
5,105
29.98
Financial liabilities
Monetary items
USD:NTD
237
29.98
Book value
Degree of
Affected
Affected
(NTD)
variation
profit or loss
equity
62,523
$ 1%
625
$ -
$ 180,265
$ 1%
-
$ 1,803
$ 7,615
$ 1%
76)
($ -
$ Book value
Degree of
Affected
Affected
(NTD)
variation
profit or loss
equity
57,968
$ 1%
580
$ -
$ 153,193
$ 1%
-
$ 1,532
$ 7,257
$ 1%
73)
($ -
$ Sensitivityanalysis
December 31,2019
Sensitivityanalysis
Sensitivityanalysis Sensitivityanalysis
Book value
(NTD)
57,968
$ 153,193
$ 7,257
$
Degree of
Affected
variation
profit or loss
1%
580
$ 1%
-
$ 1%
73)
($
Affected
equity
-
$ 1,532
$ -
$

~61~

  • ii. Total exchange loss, including realised and unrealised, arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2020 and 2019, amounted to $357 and $822, respectively.

Price risk

The Group’s equity securities, which are exposed to price risk, are the held financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.

Cash flow and fair value interest rate risk

The Group’s interest rate risk arises from short-term bank borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk which is partially offset by cash and cash equivalents held at variable rates. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. For the years ended December 31, 20202 and 2019, the Group’s borrowing at floating rate was calculated in New Taiwan dollars, and when the market rate increased 1%, the cash outflow will increase $20,059 and $25,474, respectively.

(b) Credit risk

  • i. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored. Credit risk arises from deposits with banks and financial institutions, as well as credit exposures to wholesale and retail customers, including outstanding receivables.

  • ii. For the years ended December 31, 2020 and 2019, no credit limits were exceeded during the reporting periods, and management does not expect any significant losses from nonperformance by these counterparties.

  • iii. The Group adopts following assumptions under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition:

  • iv. If the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.

~62~

  • v. The Group adopts the assumptions under IFRS 9, the default occurs when the contract payments are past due over 90 days.

  • vi. The Group classifies customer’s accounts receivable and contract assets in accordance with customer types. The Group applies the modified approach using a provision matrix based on the loss rate methodology to estimate the expected credit loss.

  • vii. The Group used the forecastability of Taiwan Institute of Economic Research boom observation report to adjust historical and timely information to assess the default possibility of accounts receivable. On December 31, 2020 and 2019, the provision matrix and loss rate methodology were as follows:

December 31, 2020
Expected loss rate
Total book value
Loss allowance
December 31, 2019
Expected loss rate
Total book value
Loss allowance
Notpast due
0%-2.44%

517,243
$ 37
Not past due
0%-0.17%
400,565
$ 2
1 to 120 days
past due
2.44%-80.45%
1,779
$ 1,327
1 to 120 days
past due
0.17%-20%
6,148
$ 2
Over 121 days
past due
Total
80.45%-100%
5,653
$ 524,675
$ 5,653

7,017
Over 121 days
past due
Total
20%-100%
5,885
$ 412,598
$ 4,914
4,918
  • viii. Movements in relation to the Group applying the modified approach to provide loss allowance for notes receivable and accounts receivable are as follows:
January 1
Expected credit impairment losses
December 31
At January 1 (the same as
December 31)

2020 2020 2020
Accounts receivable
Notes receivable
4,918
$ -
$ 2,099
-
7,017
$ -
$ 2019
Notes receivable
-
$ -
-
$
Accounts receivable
4,918
$
Notes receivable
-
$

~63~

(c) Liquidity risk

  • i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities (Note 6(26)) at all times so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities. Such forecasting takes into consideration the Group’s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and, if applicable external regulatory or legal requirements.

  • ii. The Group has the following undrawn borrowing facilities:

December 31, 2020
Expiring within one year
1,680,296
$ Expiring beyond one year
5,211,820
6,892,116
$
December 31, 2019
1,496,412
$ 6,000,000
7,496,412
$

As of December 31, 2020 and 2019, the Group’s undrawn borrowing facilities which will expire beyond one year were $5,211,820 and $6,000,000, respectively, which were the execution fund borrowing of “Chiayi County Machouhou Industry Park 2nd Precision Development Project” and described in Note 6(16).

  • iii. The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

~64~

Non-derivative financial liabilities:

December 31, 2020
Short-term borrowings
Short-term notes and bills payable
Notes payable
Accounts payable
Other payables
Lease liability
Bonds payable (including current
portion)
Long-term borrowings (including
current portion)
Guarantee deposits received
Non-derivative financial liabilities:
December 31, 2019
Short-term borrowings
Short-term notes and bills payable
Notes payable
Accounts payable
Other payables
Bonds payable
Long-term borrowings (including
current portion)
Guarantee deposits received
Within 1year
Between 1and 5 years
1,047,294
$ -
$ 105,000

-
3,179

-
281,346

214,713
83,613

-
1,578

4,477
506,004
-

45,478
938,257

-
60,912

Within 1year
Between 1 and 5 years
1,084,370
$ -
$ 1,386,400
-
21,875
-
277,919
86,725
71,696
-
7,000
506,004
-
83,914
-
1,811

(3) Fair value information

  • A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in listed stocks and beneficiary certificates is included in Level 1.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

  • Level 3: Unobservable inputs for the asset or liability. The fair value of the Group’s investment in equity investment without active market is included in Level 3.

  • B. Fair value information of investment property at cost is provided in Note 6(10).

~65~

  • C. Financial instruments not measured at fair value

The carrying amounts of cash and cash equivalents, notes receivable, accounts receivable, other receivables, short-term borrowings, notes payable, accounts payable and other payables are approximate to their fair values.

  • D. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at December 31, 2020 and 2019 are as follows:

  • (a) The related information of natures of the assets and liabilities is as follows:

==> picture [434 x 231] intentionally omitted <==

----- Start of picture text -----

December 31, 2020 Level 1 Level 2 Level 3 Total
Assets
Recurring fair value measurements
Financial assets at fair value
through other comprehensive
income
Equity securities $ - $ - $ 6,684 $ 6,684
December 31, 2019 Level 1 Level 2 Level 3 Total
Assets
Recurring fair value measurements
Financial assets at fair value
through other comprehensive
income
Equity securities $ 1,926 $ - $ 8,441 $ 10,367
----- End of picture text -----

  • (b) The methods and assumptions the Group used to measure fair value are as follows:

  • i. The instruments the Group used market quoted prices as their fair values (that is, Level 1) are listed below by characteristics:

Listed shares Open-end fund Market quoted price Closing price Net asset value

  • ii. Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the consolidated balance sheet date (i.e. yield curves on the Taipei Exchange, average commercial paper interest rates quoted from Reuters).

  • iii. When assessing non-standard and low-complexity financial instruments, for example,

~66~

debt instruments without active market, interest rate swap contracts, foreign exchange swap contracts and options, the Group adopts valuation technique that is widely used by market participants. The inputs used in the valuation method to measure these financial instruments are normally observable in the market.

  • E. For the years ended December 31, 2020 and 2019, there was no transfer between Level 1 and Level 2.

  • F. The following chart is the movement of Level 3 for the years ended December 31, 2020 and 2019:

2020 2019
At January 1 $ 8,441
$ 12,626
Gains and losses recognised in other
comprehensive income
Unrealised gains on valuation through
other comprehensive income ( 1,757)
( 4,185)
At December 31 $ 6,684
$ 8,441
  • G. For the years ended December 31, 2020 and 2019, there was no transfer into or out from Level 3.

  • H. Finance segment is in charge of valuation procedures for fair value measurements being categorised within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, and frequently calibrating valuation model, performing back-testing, updating inputs used to the valuation model and making any other necessary adjustments to the fair value. External appraiser was commissioned to appraise investment property.

  • I. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:

~67~

Non-derivative equity
instrument:
Venture capital shares
Private equity fund
investment
Non-derivative equity
instrument:
Venture capital shares
Private equity fund
investment
Fair value at
December 31,
Valuation
2020
technique
6,684
$ Net asset value
Fair value at
December 31,
Valuation
2,019
technique
8,441
$ Net asset value
Significant
unobservable
input
Not applicable
Significant
unobservable
input
Not applicable
Range
(weighted
Relationship of
inputs to
average)
fairvalue
-
Not applicable
Range
(weighted
Relationship of
inputs to
average)
fairvalue
-
Not applicable

13. Supplementary Disclosures

(1) Significant transactions information

  • A. Loans to others: None.

  • B. Provision of endorsements and guarantees to others: Please refer to table 1.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 2.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.

  • E. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • F. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 3.

  • H. Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: None.

  • I. Trading in derivative instruments undertaken during the reporting periods: None.

  • J. Significant inter-company transactions during the reporting periods: Please refer to table 4.

(2) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China) Please refer to table 5.

~68~

(3) Information on investments in Mainland China

  • A. Basic information: Please refer to table 6.

  • B. Significant transactions conducted with investees in Mainland China directly or indirectly through other companies in the third areas: None.

(4) Major shareholders information

Major shareholders information: Please refer to table 7.

14. Segment Information

(1) General information

Management has determined the reportable operating segments based on the reports that are used to make strategic decisions and wholly estimates performance and allocates resources in products type perspective. The Company currently focus on the construction business and building business, other operation result of remaining products was consolidated presented in the “other operating segments”.

There is no material change in the basis for formation of entities and division of segments in the Group or in the measurement basis for segment information during this period.

(2) Reconciliation for segment income (loss)

The segment information provided to the chief operating decision-maker for the reportable segments is as follows:

Administrative Administrative
Year ended Construction Building support Other operating
December 31, 2020 business business segment segments Total
Total segment revenue $ 2,330,784
$ 2,755,094
$ -
$ 131,713
$ 5,217,591
Operating profit (loss) of
segments ( 45,168)
418,596 ( 76,107)
( 10,995)
286,326
Depreciation and
amortisation of segment ( 1,032)
( 1,229)
( 2,944)
( 1,697)
( 6,902)
Administrative Other
Year ended Construction Building support operating
December 31, 2019 business business segment segments Total
Total segment revenue $ 1,551,635
$ 3,900,996
$ -
$ 171,201
$ 5,623,832
Operating profit (loss) of
segments ( 60,532)
363,903 ( 74,932)
11,127 239,566
Depreciation and
amortisation of segment ( 1,759)
( 612)
( 2,395)
( 2,524)
( 7,290)

~69~

(3) Reconciliation for segment income (loss)

The Company’s net operating income (loss) of reportable segment was in agreement with the net operating income which was listed in the statements of comprehensive income, thus, it was not necessarily reconciling.

(4) Information on products and services

Income from external customer mainly arose from construction and building business, please refer to Note 14(2) for details of related income balance.

(5) Geographical information

Geographical information for the years ended December 31, 2020 and 2019 is as follows:

Taiwan
Asia
Europe and America
Others
Total
Non-current
Non-current
Revenue
assets
Revenue
assets
5,128,908
$ 205,536
$ 5,511,281
$ 378,465
$ 16,966
-
21,563
-

55,185
-
69,117
-
16,532
-
21,871
-
5,217,591
$ 205,536
$
5,623,832
$ 378,465
$ YearendedDecember31
2020
2019
Non-current
Non-current
Revenue
assets
Revenue
assets
5,128,908
$ 205,536
$ 5,511,281
$ 378,465
$ 16,966
-
21,563
-

55,185
-
69,117
-
16,532
-
21,871
-
5,217,591
$ 205,536
$
5,623,832
$ 378,465
$ YearendedDecember31
2020
2019
Non-current
Non-current
Revenue
assets
Revenue
assets
5,128,908
$ 205,536
$ 5,511,281
$ 378,465
$ 16,966
-
21,563
-

55,185
-
69,117
-
16,532
-
21,871
-
5,217,591
$ 205,536
$
5,623,832
$ 378,465
$ YearendedDecember31
2020
2019
Revenue
5,128,908
$ 16,966
55,185
16,532
5,217,591
$
Revenue
5,511,281
$ 21,563
69,117
21,871
5,623,832
$
Non-current
assets
378,465
$ -

-
-
378,465
$

Non-current assets are property, plant, equipment, investment property and other non-current assets, but excluding financial instruments and deferred tax assets.

(6) Major customer information

Major customer information of the Group for the years ended December 31, 2020 and 2019 is as follows:

Year ended December 31

Company A
Company B
Company C
Revenue
Segment
662,077
$ Construction
business
399,187
Construction
business
-
Building
business
2020
2019 2019
Revenue
662,077
$ 399,187
-
Revenue
567,029
$ 48,982
3,706,317
Segment
Construction
business
Construction
business
Building
business

~70~

APEX Science & Engineering Corp. and subsidiaries

Provision of endorsements and guarantees to others

January 1, 2020 to December 31, 2020

Table 1

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT AS OTHERWISE INDICATED)

(Note 1) Endorser/guarantor Partybeingendorsed/guaranteed Partybeingendorsed/guaranteed Limit on
endorsements/g
uarantees
provided for a
single party
(Note3)
Maximum
outstanding
endorsement/
guarantee
amount as of
(Note 4)
Outstanding
endorsement/
guarantee
amount at
December 31,
(Note6)
Actual amount
drawn down
(Note 7)
endorsements/ accumulated Ceiling on total
amount of
endorsements/g
uarantees
provided
(Note3)
endorsements/ endorsements/ Provision of
endorsements/
guarantees to
the party in
Mainland
(Note9)
Footnote
Companyname Relationship
with the
counterparty
(Note 2)
1 Chang Ji Construction
Co., Ltd.
Apex Science &
Engineering Corp.
4 4,351,300
$
80,000
$
58,000
$
-
$
- 6.66 4,351,300
$
N Y N

Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows:

  • (1) The company is ‘0’.

  • (2) The subsidiaries are numbered in order starting from ‘1’.

  • Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following seven categories; fill in the number of category each case belongs to:

  • (1) Having business relationship.

  • (2) The endorser/guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed subsidiary.

  • (3) The endorsed/guaranteed company owns directly and indirectly more than 50% voting shares of the endorser/guarantor parent company.

  • (4) The endorser/guarantor parent company owns directly and indirectly more than 90% voting shares of the endorsed/guaranteed company.

  • (5) Due to joint venture, all shareholders provide endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.

  • (6) Mutual guarantee of the trade made by the endorsed/guaranteed company or joint contractor as required under the construction contract.

  • (7) The performance guarantees for the sale of pre-sales contracts under the Consumer Protection Law are jointly guaranteed.

  • Note 3: Fill in limit on endorsements/guarantees provided for a single party and ceiling on total amount of endorsements/guarantees provided as prescribed in the endorser/guarantor company’s “Procedures for Provision of Endorsements and Guarantees”, and state each individual party to which the endorsements/guarantees have been provided and the calculation for ceiling on total amount of endorsements/guarantees provided in the footnote.

  • 【The Company】

  • (1) The limit on endorsements/guarantees to a single party is 50% of the Company’s net asset based on the latest financial statements audited or reviewed by independent accountants.

  • (2) The Company’s limit on amount of endoresements/ guarantees provided to others is 15% of net assets in latest financial statements of the Company.

  • 【Domestic subsidiaries】

  • (1) The limit on amount of endoresements/ guarantees provided to single party is 15% of net assets in latest financial statements of the Company.

  • (2) In accordance with the Group's related regulation, ceiling on total amounts of endorsements / guarantees provided is 500% of the Company's net worth based on the latest financial statements.

Note 4: Fill in the year-to-date maximum accumulated outstanding balance of endorsements/guarantees provided as of the reporting period.

  • Note 5: Fill in the amount of endoresements/ guarantees increased/decreased of each subsidiary. However, the amount of endoresements/ guarantees increased/decreased of the Company do not have to fill. Note 6: Fill in the amount approved by the Board of Directors or the chariman if the chairman has been authorised by the Board of Directors based on subparagraph 8, Article 12 of the Regulations

Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies. (Fill in the amount of provision of endorsements and guarantees to others till the current month) Note 7: Fill in the actual amount of endorsements/guarantees used by the endorsed/guaranteed company.

Note 8: Fill in the amount of endorsements and guarantees which was guaranteed by property.

Note 9: Fill in ‘Y’ for those cases of provision of endorsements/guarantees by the company to subsidiary and provision by subsidiary to the company, and provision to the party in Mainland China.

Table 1

APEX Science & Engineering Corp. and subsidiaries

Table 2

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)

December 31, 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT AS OTHERWISE INDICATED)

Securities held by
Marketable securities(Note 1)
Relationship with the securities issuer
(Note 2)
General ledger account
EndingBalance EndingBalance Footnote(Note 4)
No. ofshares Bookvalue (Note 3) Percentage of
Ownership
Fairvalue
Apex Science & Engineering Corp.
Han Qi Tang Investment Company
-
Financial asset measured at fair value through other
comprehensive income, non-current
Chang Ji Construction Co., Ltd.
Apex Science & Engineering Corp.
The Company
"
Chang Ji Construction Co., Ltd.
Big Sun Energy Technology Inc.
-
"
2,648,106
28,124,802
517,789
6,400
$ 369,841
285
16.07
6,400
$ 12.29
369,841
0.26
285
(Note 5)

Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities.

Note 2: Leave the column blank if the issuer of marketable securities is non-related party.

Note 3: Fill in the amount after adjusted at fair value and deducted by accumulated impairment for the marketable securities measured at fair value; fill in the acquisition cost or amortised cost deducted by accumulated impairment for the marketable securities not measured at fair value.

Note 4: The number of shares of securities and their amounts pledged as security or pledged for loans and their restrictions on use under some agreements should be stated in the footnote if the securities presented herein have such conditions. Note 5: As of December 31, 2020, in order to obtained bank financing and borrowing facility, Chang Ji Construction Co., Ltd. pledged the Company’s share as collateral in the amount of 28,125 thousand shares.

Table 2

APEX Science & Engineering Corp. and subsidiaries

Table 3

Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more

January 1, 2020 to December 31, 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT AS OTHERWISE INDICATED)

Purchaser/seller Counterparty Relationship with the
counterparty
Transaction Transaction Compared to third party transactions
(Note 1)
Compared to third party transactions
(Note 1)
Notes/accounts receivable(payable) Notes/accounts receivable(payable) Footnote
(Note 2)
Purchases
(sales)
Amount of
endorsements/guarantees
secured withcollateral
Percentage of
total purchases
(sales)
Credit term UnitPrice Credit term Balance at
December 31,
2020
Percentage of total
notes/accounts
receivable (payable)
Chang Ji Construction Co., Ltd. Apex Science & Engineering
Corp.
Parent company Construction
revenue
186,988)
($
9.11 35 to 65 days The same as general
transaction
- 30,278
$
70.62

Note 1: If terms of related-party transactions are different from third-party transactions, explain the differences and reasons in the ‘Unit price’ and ‘Credit term’ columns. Note 2: In case related-party transaction terms involve advance receipts (prepayments) transactions, explain in the footnote the reasons, contractual provisions, related amounts, and differences in types of transactions compared to third-party transactions.

Note 3: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.

Table 3

APEX Science & Engineering Corp. and subsidiaries

Table 4

Significant inter-company transactions during the reporting periods

January 1, 2020 to December 31, 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT AS OTHERWISE INDICATED)

(Except as otherwise indicated)

Transaction

Transaction
Number
(Note 1)
Companyname Counterparty Relationship (Note 2) General ledgeraccount Amount of
endorsements/guarantees
secured withcollateral
Transactionterms Percentage of consolidated total operating
revenues ortotalassets (Note 3)
0
1
1
Apex Science & Engineering Corp.
Chang Ji Construction Co., Ltd.
Chang Ji Construction Co., Ltd.
Chang Ji Construction Co., Ltd.
Apex Science & Engineering Corp.
Apex Science & Engineering Corp.
1
2
2
Advance receipts for
construction
Advance receipts for
construction
Construction revenue
504,178
$ 1,273,392
186,988
No significant difference
from general customers
No significant difference
from general customers
No significant difference
from general customers
6.67
16.85
3.58

Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

  • (1) Parent company is ‘0’.

  • (2) The subsidiaries are numbered in order starting from ‘1’.

Note 2: Relationship between transaction company and counterparty is classified into the following three categories; fill in the number of category each case belongs to (If transactions between parent company and subsidiaries or between subsidiaries refer to the same transaction, it is not required to disclose twice. For example, if the parent company has already disclosed its transaction with a subsidiary, then the subsidiary is not required to disclose the transaction; for transactions between two subsidiaries, if one of the subsidiaries has disclosed the transaction, then the other is not required to disclose the transaction.):

  • (1) Parent company to subsidiary.

  • (2) Subsidiary to parent company.

  • (3) Subsidiary to subsidiary.

Note 3: Ratios of asset/liability are divided by consolidated total assets, and ratios of profit/loss accounts are divided by consolidated sales revenue.

Note 4: The Company may decide to disclose or not to disclose transaction details in this table based on the Materiality Principle.

Table 4

APEX Science & Engineering Corp. and subsidiaries

Table 5

Information on investees

January 1, 2020 to December 31, 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT AS OTHERWISE INDICATED)

Investor Investee(Notes 1 and 2) Location Main business activities Initial investment amount Initial investment amount Sharesheld as atDecember Sharesheld as atDecember 31,2020 Net profit (loss) of the
investee for the year ended
December 31, 2020 (Note
2(2))
Investment income(loss)
recognised by the Company
for the year ended
December 31, 2020 (Note
2(3))
Footnote
Balance as at
December31,2020
Balance as at
December31,2019
No. ofshares Ownership (%) Bookvalue
Apex Science &
Engineering Corp.
Apex Science &
Engineering Corp.
Apex Science &
Engineering Corp.
Shin Ding Engineering
Consultants Co., Ltd.
Reinforce Eenergy
CO.,LTD
Chang Ji Construction Co.,
Ltd.
Taiwan
British
Virgin
Islands
Taiwan
Construction technical
advisor, urban renewal
and reconstruction,
management consulting
and other consulting
service
General investment
Building and civil
engineering, hydraulic
engineering and other
construction business
8,000
$ 95,964
496,856
8,000
$ 95,964
462,596
800,000
2,810,000
54,320,000
100.00
100.00
90.53
14,286
$ 180,265
413,411
5,276)
($ 24,142
52,413
5,276)
($ 24,142
33,420

Note 1: If a public company is equipped with an overseas holding company and takes consolidated financial report as the main financial report according to the local law rules, it can only disclose the information of the overseas holding company about the disclosure of related overseas investee information.

Note 2: If situation does not belong to Note 1, fill in the columns according to the following regulations:

(1) The columns of ‘Investee’, ‘Location’, ‘Main business activities’, Initial investment amount’ and ‘Shares held as at June 30, 2020’ should fill orderly in the Company’s (public company’s) information on investees and every directly or indirectly controlled investee’s investment information, and note the relationship between the Company (public company) and its investee each (ex. direct subsidiary or indirect subsidiary) in the ‘footnote’ column.

(2) The ‘Net profit (loss) of the investee for the year ended December 31, 2020’ column should fill in amount of net profit (loss) of the investee for this period.

(3) The ‘Investment income (loss) recognised by the Company for the year ended December 31, 2020’ column should fill in the Company (public company) recognised investment income (loss) of

its direct subsidiary and recognised investment income (loss) of its investee accounted for under the equity method for this period. When filling in recognised investment income (loss) of its direct subsidiary, the Company (public company) should confirm that direct subsidiary’s net profit (loss) for this period has included its investment income (loss) which shall be recognised by regulations.

Table 5

APEX Science & Engineering Corp. and subsidiaries

Table 6

Information on investments in Mainland China

January 1, 2020 to December 31, 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT AS OTHERWISE INDICATED)

Investee in Mainland China Main business activities Paid-in capital Investment
method(Note 1)
Accumulated amount of
remittance from Taiwan
to Mainland China as of
January1,2020
Amount remitted from Taiwan
to Mainland China/Amount
remitted back to Taiwan for the
year ended December 31,2020
Amount remitted from Taiwan
to Mainland China/Amount
remitted back to Taiwan for the
year ended December 31,2020
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of December
31,2020
Net income of
investee as of
December 31,
2020
Ownership held
by the Company
(direct or indirect)
Investment income
(loss) recognised by
the Company for the
year ended
December 31, 2020
(Note 2)
Book value of
investments in
Mainland China as
of December 31,
2020
Accumulated
amount of
investment income
remitted back to
Taiwan as of
December 31,2020
Footnote
Remitted to
Mainland China
Remitted back
to Taiwan
Zhejiang Guyue Longshan
Electronic Technology
Development Co., Ltd.
Manufacture and sale of light
emitting diode display and
indicator panels
incorporating light emitting
diodes
197,100
$
2 94,313
$
-
$
-
$
94,313
$
52,643
$
46.00 24,216 180,021
$
-
$
Note
2(2)B.
Endorser/guarantor Accumulated amount of
remittance from Taiwan to
Mainland China as of
December 31,2020
Investment
amount approved
by the Investment
Commission of
the Ministry of
Economic Affairs
(MOEA)
Ceiling on
investments in
Mainland China
imposed by the
Investment
Commission of
MOEA
Apex Science &
Engineering Corp.
$ 94,313 $ 94,313 $ 1,832,475

Note 1: Investment methods are classified into the following three categories; fill in the number of category each case belongs to:

  • (1) Directly invest in a company in Mainland China.

  • (2) Through investing in an existing company in the third area, which then invested in the investee in Mainland China. (Investing through REINFORCE ENERGY CO.,LTD) (3) Others.

  • Note 2: In the ‘Investment income (loss) recognised by the Company for the year ended December 31, 2020’ column:

  • (1) It should be indicated if the investee was still in the incorporation arrangements and had not yet any profit during this period.

  • (2) Indicate the basis for investment income (loss) recognition in the number of one of the following three categories:

  • A.The financial statements that are audited by international accounting firm which has cooperative relationship with accounting firm in R.O.C.

  • B.The financial statements that are audited by R.O.C. parent company’s CPA.

  • C. Non-significant subsidiaries were based on financial statements which were not audited by CPA.

  • Note 3: The numbers in this table are expressed in New Taiwan Dollars.

Table 6

APEX Science & Engineering Corp. and subsidiaries

Table 7

Major shareholders information

December 31, 2020

Name of major shareholders Shares
Name of shares held(common share) Name of shares held(preferred share) Percentage of Ownership
Chang Ji Construction Co., Ltd.
Kuo, Kuo-Hua
Chih, Chi-Kuang
Lin, Chien-Chih
28,124,802
16,124,177
15,547,189
13,090,000
-
-
-
-
12.29%
7.04%
6.79%
5.72%

Note 1: (1) The major shareholders information of this table comes from the data of TDCC on the final working day of every quarter, to calculate total common shares and preference shares which held by shareholders and completed the non-physical registration (including treasury shares) and exceeded 5%. The number of shares which recorded on the Company’s financial report may different from the number of actually completed non-physical registration due to the difference of calculation basis.

(2) For above data, if shareholders trusted shares, it will be disclosed in accordance with the segregate account of trustors of trustee’s trust account. For the declaration of internal person who held over 10% equity interest by shareholders in accordance with Securities and Exchange Act, the shareholding including shares held on one’s own plus the trusted shares and has determination on the trusted property. For the declaration of shareholding of internal person, please refer to Market Observation Post System.

Table 7