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ARES — Interim / Quarterly Report 2021
Dec 21, 2021
52107_rns_2021-12-21_caf3ef32-b759-40fc-a89f-8c845bd41bd6.pdf
Interim / Quarterly Report
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ARES INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REVIEW REPORT JUNE 30, 2021 AND 2020
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’ REVIEW REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Ares International Corp.
Introduction
We have reviewed the accompanying consolidated balance sheets of Ares International Corp. and subsidiaries (the “Group”) as at June 30, 2021 and 2020, and the related consolidated statements of comprehensive income for the three months and six months then ended, as well as the consolidated statements of changes in equity and of cash flows for the six months then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and International Accounting Standard 34, “Interim Financial Reporting” as endorsed by the Financial Supervisory Commission. Our responsibility is to express a conclusion on these consolidated financial statements based on our reviews.
Scope of Review
Except as explained in the following paragraph, we conducted our reviews in accordance with the Statement of Auditing Standards No. 65, “Review of Financial Information Performed by the Independent Auditor of the Entity” in the Republic of China. A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Basis for Qualified Conclusion
The financial statements of certain non-significant consolidated subsidiaries and investments accounted for using the equity method were not reviewed by independent auditors. Those statements reflect total assets (including investments accounted for using the equity method) amounting to NT$167,472 thousand and NT$131,301 thousand, constituting 13.81% and 10.77% of the consolidated total assets, and total liabilities amounting to NT$24,379 thousand and NT$7,420 thousand, constituting 4.85% and 1.39% of the consolidated total liabilities as of June 30, 2021 and 2020, respectively, and total comprehensive income (including share of profit of associates and joint ventures accounted for using
~2~
equity method) amounting to NT$5,241 thousand, NT$6,695 thousand, NT$17,727 thousand and NT$8,350 thousand, constituting (30.09%), 450.24%, (561.87%) and 118.37% of consolidated total comprehensive income for the three months and six months then ended, respectively.
Qualified Conclusion
Except for the adjustments to the consolidated financial statements, if any, as might have been determined to be necessary had the financial statements of certain consolidated subsidiaries and investments accounted for using equity method been reviewed by independent auditors, that we might have become aware of had it not been for the situation described above, based on our reviews, nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the Group as at June 30, 2021 and 2020, and of its consolidated financial performance for the three months and six months then ended and its consolidated cash flows for the six months then ended, in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “ Interim Financial Reporting” as endorsed by the Financial Supervisory Commission.
CPA Lin, Yi-Fan CPA Liao, Fu-Ming
For and on behalf of PricewaterhouseCoopers, Taiwan August 9, 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 independent auditors’ report 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.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
~3~
ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
JUNE 30, 2021, DECEMBER 31, 2020 AND JUNE 30, 2020
(Expressed in thousands of New Taiwan dollars) (The consolidated balance sheets as of June 30, 2021 and 2020 are unaudited)
| Assets | Notes | June 30, 2021 AMOUNT % $489,68439354,30528113,5489420-64,3875--969-30,885242,95631,097,15486--98,85085,975129,1052622-31,39327,6961173,64114$1,270,795100 |
December 31, 2020 AMOUNT % $618,30647286,2112279,03061,058-109,0958682-1,397-23,686246,21441,165,67989--86,80475,809-3,912-533-32,52137,4471137,02611$1,302,705100 |
June 30, 2020 | June 30, 2020 |
|---|---|---|---|---|---|
AMOUNT$489,684354,305113,54842064,387-96930,88542,9561,097,154-98,8505,97529,10562231,3937,696173,641$1,270,795 |
AMOUNT$618,306286,21179,0301,058109,0956821,39723,68646,2141,165,679-86,8045,8093,91253332,5217,447137,026$1,302,705 |
AMOUNT$452,962359,61490,11026291,600-6,00033,19847,6411,081,3872481,0066,7539,484-32,4117,672137,350$1,218,737 |
% | ||
| Current assets 1100 Cash and cash equivalents 1136 Financial assets at amortised cost - current 1140 Contract assets - current 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable - related parties, net 1200 Other receivables 1410 Prepayments 1470 Other current assets 11XX Total current assets Non-current assets 1517 Financial assets at fair value through other comprehensive income - non-current 1550 Investments accounted for using the equity method 1600 Property, plant and equipment, net 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
6(1) 6(2) and 8 6(16) 6(3) 6(3) 7 6(4) and 7 8 6(5) 6(6) 6(7) 6(8) 8 |
37307-8--34 |
|||
89 |
|||||
-7-1-3- |
|||||
11 |
|||||
100 |
(Continued)
~4~
ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
JUNE 30, 2021, DECEMBER 31, 2020 AND JUNE 30, 2020
(Expressed in thousands of New Taiwan dollars)
(The consolidated balance sheets as of June 30, 2021 and 2020 are unaudited)
| June 30, 2021 | December 31, 2020 | December 31, 2020 | June 30, 2020 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Liabilities and Equity | Notes | AMOUNT | % | AMOUNT | % | AMOUNT | % | ||||||||
| Current liabilities | |||||||||||||||
| 2130 | Contract liabilities - current | 6(16) | $ |
189,373 |
15 |
$ |
175,210 |
14 |
$ |
190,510 |
15 |
||||
| 2170 | Accounts payable | 6(9) | 38,066 |
3 |
49,790 |
4 |
33,782 |
3 |
|||||||
| 2180 | Accounts payable - related parties | 7 | 7,974 |
1 |
606 |
- |
1,727 |
- |
|||||||
| 2200 | Other payables | 6(10) | 92,228 |
7 |
131,907 |
10 |
156,417 |
13 |
|||||||
| 2230 | Current income tax liabilities | 475 |
- |
14,358 |
1 |
219 |
- |
||||||||
| 2250 | Provisions for liabilities - current | 6(12) | 7,645 |
1 |
8,641 |
1 |
527 |
- |
|||||||
| 2280 | Current lease liabilities | 16,767 |
1 |
3,244 |
- |
9,755 |
1 |
||||||||
| 21XX | Total current liabilities | 352,528 |
28 |
383,756 |
30 |
392,937 |
32 |
||||||||
| Non-current liabilities | |||||||||||||||
| 2580 | Non-current lease liabilities | 12,500 |
1 |
756 |
- |
- |
- |
||||||||
| 2640 | Accrued pension liabilities | 137,152 |
11 |
146,423 |
11 |
140,071 |
12 |
||||||||
| 25XX | Total non-current liabilities | 149,652 |
12 |
147,179 |
11 |
140,071 |
12 |
||||||||
| 2XXX | Total liabilities | 502,180 |
40 |
530,935 |
41 |
533,008 |
44 |
||||||||
| Equity attributable to owners of | |||||||||||||||
| parent | |||||||||||||||
| Share capital | 6(13) | ||||||||||||||
| 3110 | Common stock | 472,539 |
37 |
472,539 |
36 |
472,539 |
39 |
||||||||
| Capital surplus | 6(14) | ||||||||||||||
| 3200 | Capital surplus | 142,965 |
11 |
142,965 |
11 |
142,897 |
12 |
||||||||
| Retained earnings | 6(15) | ||||||||||||||
| 3310 | Legal reserve | 59,516 |
5 |
59,516 |
4 |
59,516 |
5 |
||||||||
| 3320 | Special reserve | 9,242 |
1 |
9,242 |
1 |
9,242 |
1 |
||||||||
| 3350 | Unappropriated retained earnings | 87,137 |
7 |
90,265 |
7 |
7,714 |
1 |
||||||||
| Other equity interest | |||||||||||||||
| 3400 | Other equity interest | ( |
6,531 ) ( |
1) ( |
6,342 ) |
- ( |
9,916) ( |
2) |
|||||||
| 31XX | Equity attributable to owners | ||||||||||||||
| of the parent | 764,868 |
60 |
768,185 |
59 |
681,992 |
56 |
|||||||||
| 36XX | Non-controlling interest | 3,747 |
- |
3,585 |
- |
3,737 |
- |
||||||||
| 3XXX | Total equity | 768,615 |
60 |
771,770 |
59 |
685,729 |
56 |
||||||||
| Significant contingent liabilities and | 9 | ||||||||||||||
| unrecognised contract commitents | |||||||||||||||
| Significant events after the balance | 11 | ||||||||||||||
| sheet date | |||||||||||||||
| 3X2X | Total liabilities and equity | $ |
1,270,795 |
100 |
$ |
1,302,705 |
100 |
$ |
1,218,737 |
100 |
The accompanying notes are an integral part of these consolidated financial statements.
~5~
ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME SIX MONTHS ENDED JUNE 30, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars, except (loss) earnings per share data) (UNAUDITED)
| Three months ended June 30 | Three months ended June 30 | Three months ended June 30 | Six months ended June 30 | Six months ended June 30 | Six months ended June 30 | Six months ended June 30 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Items | Notes | AMOUNT | % AMOUNT | % AMOUNT | % | AMOUNT | % | |||||
| 4000 | Operating revenue | 6(16) and 7 | $ 139,047 |
100 $ |
139,072 |
100 $ |
311,362 |
100 |
$ |
326,876 |
100 |
|
| 5000 | Operating costs | 6(20)(21) | ||||||||||
| and 7 | ( |
104,140 ) ( |
75 ) ( |
91,813) ( |
66 ) ( |
220,799) ( |
71) ( |
221,739) ( |
68 ) |
|||
| 5950 | Gross profit | 34,907 |
25 |
47,259 |
34 |
90,563 |
29 |
105,137 |
32 |
|||
| Operating expenses | 6(20)(21) | |||||||||||
| and 7 | ||||||||||||
| 6100 | Selling expenses | ( |
14,258 ) ( |
10 ) ( |
13,798) ( |
10 ) ( |
28,305) ( |
9) ( |
31,195) ( |
10 ) |
||
| 6200 | General and administrative | |||||||||||
| expenses | ( |
11,355 ) ( |
8 ) ( |
11,763) ( |
8 ) ( |
24,300) ( |
8) ( |
24,945) ( |
8 ) |
|||
| 6300 | Research and development | |||||||||||
| expenses | ( |
20,650 ) ( |
15 ) ( |
18,762) ( |
14 ) ( |
44,194) ( |
14) ( |
43,048) ( |
13 ) |
|||
| 6450 | Reversal of (provision for) | 6(20) and | ||||||||||
| expected credit losses | 12(2) | 71 |
- ( |
1,072) ( |
1) |
469 |
- ( |
4,614) ( |
1) |
|||
| 6000 | Total operating expenses | ( |
46,192) ( |
33) ( |
45,395) ( |
33) ( |
96,330) ( |
31) ( |
103,802) ( |
32) |
||
| 6900 | Operating (loss) profit | ( |
11,285) ( |
8) |
1,864 |
1 ( |
5,767) ( |
2) |
1,335 |
- |
||
| Non-operating income and | ||||||||||||
| expenses | ||||||||||||
| 7100 | Interest income | 6(17) | 937 |
1 |
1,780 |
1 |
1,875 |
1 |
3,761 |
1 |
||
| 7010 | Other income | 6(18) | 153 |
- |
2,238 |
2 |
680 |
- |
3,477 |
1 |
||
| 7020 | Other gains and losses | 6(19) | ( |
8,156 ) ( |
6 ) ( |
6,557) ( |
5 ) ( |
8,845) ( |
3) ( |
6,448) ( |
2 ) |
|
| 7050 | Finance costs | 6(8) | ( |
216 ) |
- ( |
78) |
- ( |
333) |
- ( |
189) |
- |
|
| 7060 | Share of profit of associates | 6(6) | ||||||||||
| and joint ventures accounted | ||||||||||||
| for using equity method | 2,080 |
1 |
2,282 |
2 |
12,089 |
4 |
5,421 |
2 |
||||
| 7000 | Total non-operating income | |||||||||||
| and expenses | ( |
5,202 ) ( |
4 ) ( |
335) |
- |
5,466 |
2 |
6,022 |
2 |
|||
| 7900 | Profit (loss) before income tax | ( |
16,487 ) ( |
12 ) |
1,529 |
1 ( |
301) |
- |
7,357 |
2 |
||
| 7950 | Income tax (expense) benefit | 6(22) | ( |
225) |
- |
983 |
1 ( |
2,616) ( |
1) |
434 |
- |
|
| 8200 | Profit (loss) for the period | ($ 16,712 ) ( |
12 ) $ |
2,512 |
2 ($ |
2,917) ( |
1) |
$ |
7,791 |
2 |
(Continued)
~6~
ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
SIX MONTHS ENDED JUNE 30, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars, except (loss) earnings per share data) (UNAUDITED)
| Three months ended | Three months ended | June 30 | Six months ended | Six months ended | June 30 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Items | Notes | AMOUNT | % AMOUNT | % AMOUNT | % AMOUNT | % | ||||||
| Other comprehensive income | ||||||||||||
| Components of other | ||||||||||||
| comprehensive income that | ||||||||||||
| will not be reclassified to profit | ||||||||||||
| or loss | ||||||||||||
| 8316 | Unrealized losses from | 6(5) | ||||||||||
| investments in equity | ||||||||||||
| instruments measured at fair | ||||||||||||
| value through other | ||||||||||||
| comprehensive income | $ |
- |
- $ |
- |
- $ |
- |
- ($ |
382) |
- |
|||
| 8349 | Income tax relating to | 6(22) | ||||||||||
| components of other | ||||||||||||
| comprehensive income | - |
- |
- |
- |
- |
- |
76 |
- |
||||
| 8310 | Other comprehensive loss | |||||||||||
| that will not be reclassified | ||||||||||||
| to profit or loss | - |
- |
- |
- |
- |
- ( |
306) |
- |
||||
| Other comprehensive income | ||||||||||||
| that will be reclassified to | ||||||||||||
| profit or loss | ||||||||||||
| 8361 | Financial statements | |||||||||||
| translation differences of | ||||||||||||
| foreign operations | ( |
864 ) ( |
1 ) ( |
1,263) ( |
1 ) ( |
285) |
- ( |
523) |
- |
|||
| 8399 | Income tax relating to | 6(22) | ||||||||||
| components of other | ||||||||||||
| comprehensive income | 161 |
- |
238 |
- |
47 |
- |
92 |
- |
||||
| 8360 | Other comprehensive loss | |||||||||||
| that will be reclassified to | ||||||||||||
| profit or loss | ( |
703 ) ( |
1 ) ( |
1,025) ( |
1 ) ( |
238) |
- ( |
431) |
- |
|||
| 8500 | Total comprehensive (loss) | |||||||||||
| income for the period | ($ |
17,415 ) ( |
13 ) $ |
1,487 |
1 ($ |
3,155) ( |
1) $ |
7,054 |
2 |
|||
| Profit (loss) attributable to: | ||||||||||||
| 8610 | Owners of the parent | ($ |
16,789 ) ( |
12 ) $ |
2,406 |
2 ($ |
3,128) ( |
1) $ |
7,713 |
2 |
||
| 8620 | Non-controlling interest | 77 |
- |
106 |
- |
211 |
- |
78 |
- |
|||
($ |
16,712 ) ( |
12 ) $ |
2,512 |
2 ($ |
2,917) ( |
1) $ |
7,791 |
2 |
||||
| Total comprehensive income | ||||||||||||
| (loss) attributable to: | ||||||||||||
| 8710 | Owners of the parent | ($ |
17,436 ) ( |
13 ) $ |
1,452 |
1 ($ |
3,317) ( |
1) $ |
7,040 |
2 |
||
| 8720 | Non-controlling interest | 21 |
- |
35 |
- |
162 |
- |
14 |
- |
|||
($ |
17,415 ) ( |
13 ) $ |
1,487 |
1 ($ |
3,155) ( |
1) $ |
7,054 |
2 |
||||
| (Loss) Earnings per share (in | ||||||||||||
| dollars) | ||||||||||||
| 9750 | Basic (loss) earnings per | 6(23) | ||||||||||
| share | ($ |
0.36 ) $ |
0.05 ($ |
0.07) $ |
0.16 |
|||||||
| 9850 | Diluted (loss) earnings per | 6(23) | ||||||||||
| share | ($ |
0.36 ) $ |
0.05 ($ |
0.07) $ |
0.16 |
The accompanying notes are an integral part of these consolidated financial statements.
~7~
ARES INTERNATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
SIX MONTHS ENDED JUNE 30, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
(UNAUDITED)
| Six months ended June 30, 2020 Balance at January 1, 2020 Profit for the period Other comprehensive loss for the preiod Total comprehensive income (loss) Appropriations of 2019 earnings Legal reserve Special reserve Cash dividends Balance at June 30, 2020 Six months ended June 30, 2021 Balance at January 1, 2021 Profit (loss) for the period Other comprehensive loss for the preiod Total comprehensive income (loss) Balance at June 30, 2021 |
Notes | Equity attributable to owners of the parent | Equity attributable to owners of the parent | Equity attributable to owners of the parent | Equity attributable to owners of the parent | Equity attributable to owners of the parent | Equity attributable to owners of the parent | Non-controlling interest |
Total equity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital - common stock |
Capital surplus | Retained Earnings | Other Equity Interest | Total | |||||||||||||
| Legal reserve | Special reserve | Unappropriated retained earnings |
Financial statements translation differences of foreign operations |
Unrealised losses from financial assets measured at fair value through other comprehensive income |
|||||||||||||
| 6(15) | $ 472,539------$ 472,539$ 472,539---$ 472,539 |
$ 142,897------$ 142,897$ 142,965---$ 142,965 |
$51,866---7,650--$59,516$59,516---$59,516 |
$7,708----1,534-$9,242$9,242---$9,242 |
$76,5017,713-7,713(7,650 )(1,534 )(67,316 )$7,714$90,265(3,128 )-(3,128 )$87,137 |
($4,402 )-(367 )(367 )---($4,769 )($4,342 )-(189 )(189 )($4,531 ) |
($4,841 ) -(306 ) (306 ) --- ($5,147 ) ($2,000 ) - - - ($2,000 ) |
$ 742,2687,713(673 )7,040--(67,316 )$ 681,992$ 768,185(3,128 )(189 )(3,317 )$ 764,868 |
$3,72378(64 )14---$3,737$3,585211(49 )162$3,747 |
$ 745,9917,791(737 )7,054--(67,316 )$ 685,729$ 771,770(2,917 )(238 )(3,155 )$ 768,615 |
The accompanying notes are an integral part of these consolidated financial statements.
~8~
ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
(UNAUDITED)
| CASH FLOWS FROM OPERATING ACTIVITIES (Loss) profit before tax Adjustments Adjustments to reconcile profit (loss) (Reversal of) provision for expected credit loss impairment Depreciation of property, plant and equipment Depreciation of right-of-use asset Amortization Interest income Interest expense Share of profit of associates and joint ventures accounted for using equity method Changes in operating assets and liabilities Changes in operating assets Notes receivable Accounts receivable Accounts receivable - related parties Other receivables Prepayments Other current assets Changes in operating liabilities Contract liabilities Accounts payable Accounts payable - related parties Other payables Provisions for liabilities - current Accrued pension liabilities Cash outflow generated from operations Interest received Income tax paid Net cash flows used in operating activities |
Six months ended June 30 Notes 2021 2020 ($301 ) $7,3576(20) and 12(2) ( 469 ) 4,6146(7)(20) 1,3111,4576(8)(20) 8,5338,2676(20) 145966(17) ( 1,875 ) ( 3,761 )6(8) 3331896(6) ( 12,089 ) ( 5,421 )63840610,659 ( 11,907 )6821,339( 1,870 ) ( 833 )( 7,199 ) ( 7,484 )3,2572,27514,16439,029( 11,724 ) ( 6,375 )7,368 ( 1,535 )( 39,679 ) ( 27,741 )( 996 ) ( 574 )( 9,271 ) ( 2,255 )( 38,383 ) ( 2,857 )2,3294,776( 13,663 ) ( 10,648 )( 49,717 ) ( 8,729 ) |
|---|---|
(Continued)
~9~
ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
(UNAUDITED)
| CASH FLOWS FROM INVESTING ACTIVITIES Increase in financial assets at amortised cost-current Decrease in financial assets at amortised cost- current Acquisition of property, plant and equipment Acquisition of intangible assets (Increase) decrease in refundable deposits (shown in other non-current assets) Increase in other non-current assets Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Payment of lease liability Net cash flows used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
Six months ended June 30 Notes 2021 2020 ($325,455 ) ($330,892 )257,309263,8926(7) ( 1,484 ) ( 1,200 )( 234 ) -( 209 ) 10( 40 ) -( 70,113 ) ( 68,190 )6(25) ( 8,792 ) ( 8,525 )( 8,792 ) ( 8,525 )( 128,622 ) ( 85,444 )618,306538,406$489,684 $452,962 |
|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
~10~
ARES INTERNATIONAL CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
(Reviewed, not audited)
1. HISTORY AND ORGANISATION
Ares International Corp. (hereinafter referred to as ‘the Company’) was established on December 3, 1980. The Company and subsidiaries (hereinafter referred to as ‘the Group’) are engaged in the design, sales, lease, maintenance and technology consultation of computer equipment, internet and related software, and analysis, design, modification, installment and maintenance of application software. The Company’s stock was traded at the Taipei Exchange from March 1999, and was listed at the Taiwan Stock Exchange after the application of listing was approved.
2. THE DATE OF AUTHORISATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORISATION
These consolidated financial statements were authorised for issuance by the Board of Directors on August 9, 2021.
3. 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 2021 are as follows:
| New standards, interpretations and amendments endorsed by the FSC follows: |
effective from 2021 are |
|---|---|
| New Standards,Interpretations andAmendments | Effective date by International Accounting StandardsBoard |
| Amendments to IFRS 4, ‘Extension of the temporary exemption from applying IFRS 9’ Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, ‘Interest Rate Benchmark Reform— Phase 2’ Amendment to IFRS 16, ‘Covid-19-related rent concessions beyond 30 June 2021’ |
January 1, 2021 January 1, 2021 April 1, 2021 (Note) |
Note: Earlier application from January 1, 2021 is allowed by the 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.
~11~
(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 2022 are as follows:
| Effective date by | |
|---|---|
| International Accounting | |
| New Standards, Interpretations and Amendments | Standards Board |
| Amendments to IFRS 3, ‘Reference to the conceptual framework’ | January 1, 2022 |
| Amendments to IAS 16, ‘Property, plant and equipment: | January 1, 2022 |
| proceeds before intended use’ | |
| Amendments to IAS 37, ‘Onerous contracts— | January 1, 2022 |
| cost of fulfilling a contract’ | |
| Annual improvements to IFRS Standards 2018–2020 | January 1, 2022 |
The above standards and interpretations have no significant impact on 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:
| New Standards,Interpretations andAmendments | Effective date by International Accounting StandardsBoard |
|---|---|
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’ IFRS 17, ‘Insurance contracts’ Amendments to IFRS 17, ‘Insurance contracts’ Amendments to IAS 1, ‘Classification of liabilities as current or non-current’ Amendments to IAS 1, ‘Disclosure of accounting policies’ Amendments to IAS 8, ‘Definition of accounting estimates’ Amendments to IAS 12, ‘Deferred tax related to assets and liabilities arising from a single transaction’ |
To be determined by International Accounting Standards Board January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 |
The above standards and interpretations have no significant impact on the Group’s financial condition and financial performance based on the Group’s assessment.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted are consistent with Note 4 in the consolidated financial statements for the year ended December 31, 2020, except for the compliance statement, basis of preparation, basis of consolidation and additional policies as set out below. These policies have been
~12~
consistently applied to all the periods presented, unless otherwise stated.
(1) Compliance statement
-
A. The consolidated financial statements of the Group have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Accounting Standard 34, ‘Interim financial reporting’ as endorsed by the FSC.
-
B. These consolidated financial statements are to be read in conjunction with the consolidated financial statements for the year ended December 31, 2020.
-
(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 at fair value through other comprehensive income.
-
(b) Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.
-
-
B. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement 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:
- The basis for preparation of consolidated financial statements are consistent with those of the year ended December 31, 2020.
-
B. Subsidiaries included in the consolidated financial statements:
| Name of Name of Main Business Investor Subsidiary Activities Ares International Corp. APLUSOFT CO., LTD. Computer installation and information software service Ares International Corp. ARES GROUP CORP. Investment business Ares International Corp. WELJOIN TECHNOLOGIES LIMITED (BVI) Investment business |
Ownership (%) | Ownership (%) | June 30, 2020 Description 100% Notes 1 and 2 100% Note 2 -Notes 1 and 2 |
Description |
|---|---|---|---|---|
| June 30, 2021 -100% 100% |
December 31, 2020 -100% 100% |
~13~
==> picture [503 x 45] intentionally omitted <==
----- Start of picture text -----
Ownership (%)
Name of Name of Main Business June 30, December 31, June 30,
Investor Subsidiary Activities 2021 2020 2020 Description
----- End of picture text -----
| Investor | Subsidiary | Activities | 2021 | 2020 | 2020 | Description |
|---|---|---|---|---|---|---|
| ARES GROUP | SHARP KEEN | Investment | 100% | 100% | 100% | Note 2 |
| CORP. | MANAGEMENT | business | ||||
| LIMITED | ||||||
| WELJOIN | APLUSOFT | Research, | 95.88% | 95.88% | 95.88% | Note 2 |
| TECHNOLOGIES | (SUZHOU) | development and | ||||
| LIMITED (BVI) | CORPORATION | sales of business | ||||
| managenment | ||||||
| software |
-
Note 1: APLUSOFT CO., LTD. was dissolved after merging with the Company on October 1, 2020 and shares in WELJOIN TECHNOLOGIES LIMITED (BVI) originally held by the investee were assumed by the Company.
-
Note 2: The financial statements of the above subsidiaries were not reviewed by independent auditors as the entity did not meet the definition of a significant subsidiary.
-
C. Subsidiaries not included in the consolidated financial statements: None.
-
D. Adjustments for subsidiaries with different balance sheet dates: None.
-
E. Significant restrictions: None.
-
F. Subsidiaries that have non-controlling interests that are material to the Group: None.
(4) Employee benefits
Pension cost for the interim period is calculated on a year-to-date basis by using the pension cost rate derived from the actuarial valuation at the end of the prior financial year, adjusted for significant market fluctuations since that time and for significant curtailments, settlements, or other significant one-off events. And, the related information is disclosed accordingly.
(5) Income taxes
If a change in tax rate is enacted or substantively enacted in an interim period, the Group recognises the effect of the change immediately in the interim period in which the change occurs. The effect of the change on items recognised outside profit or loss is recognised in other comprehensive income or equity while the effect of the change on items recognised in profit or loss is recognised in profit or loss.
5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY
There was no significant change during the reporting period. Please refer to Note 5 in the consolidated financial statements for the year ended December 31, 2020.
~14~
6. DETAILS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| Cash on hand and revolving funds Checking accounts and demand deposits Time deposits |
June30,2021 December31,2020 438 $ 366 $ 313,854 370,860 175,392 247,080 489,684 $ 618,306 $ |
June30,2020 |
|---|---|---|
| 173 $ 275,956 176,833 |
||
| 452,962 $ |
-
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. As of June 30, 2021, December 31, 2020, and June 30, 2020, cash and cash equivalents were restricted to the bid bonds and performance guarantee. Please refer to Note 8.
(2) Financial assets at amortised cost
| Items Current items: Time deposits with maturity over three months Pledged time deposits Interest rate range of time deposits |
June 30, 2021 347,920 $ 6,385 354,305 $ 0.1%~2.3% |
December31,2020 281,636 $ 4,575 286,211 $ 0.1%~2.45% |
June 30, 2020 |
|---|---|---|---|
| 355,039 $ 4,575 |
|||
| 359,614 $ |
|||
| 0.2%~1.55% |
- A. Amounts recognised in profit or loss in relation to financial assets at amortised cost are listed below:
| Interest income Interest income |
Threemonths ended June 30 | Threemonths ended June 30 |
|---|---|---|
| 2021 2020 606 $ 1,513 $ Six months ended June 30 |
2020 | |
| 1,513 $ |
||
| 2021 1,073 $ |
2020 | |
| 2,356 $ |
-
B. As at June 30, 2021, December 31, 2020, and June 30, 2020, 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 financial assets at fair value through other comprehensive income held by the Group were $354,305, $286,211 and $359,614, respectively.
-
C. Details of the Group’s financial assets at amortised cost pledged to others as collateral are provided in Note 8.
-
D. Information relating to credit risk of financial assets at amortised cost is provided in Note 12(2).
~15~
(3) Notes and accounts receivable
| A. The ageing analysis of notes and accounts receivable that were past due but not impaired is a follows: June 30,2021 December31,2020 June 30,2020 Notes receivable 420 $ 1,058 $ 262 $ Less: Allowance for uncollectible accounts - - 420 $ 1,058 $ 262 $ Accounts receivable 70,957 $ 116,166 $ 98,433 $ Less: Allowance for uncollectible accounts 6,570) ( 7,071) ( 6,833) ( 64,387 $ 109,095 $ 91,600 $ Accountsreceivable Notesreceivable Not past due 54,798 $ 420 $ Up to 90 days 5,109 - 91 to 180 days 4,512 - 181 to 271 days - - Over 271 days 6,538 - 70,957 $ 420 $ Accountsreceivable Notesreceivable Not past due 96,416 $ 1,058 $ Up to 90 days 11,297 - 91 to 180 days 1,386 - 181 to 271 days - - Over 271 days 7,067 - 116,166 $ 1,058 $ Accountsreceivable Notesreceivable Not past due 74,766 $ 262 $ Up to 90 days 12,155 - 91 to 180 days 3,913 - 181 to 271 days 1,203 - Over 271 days 6,396 - 98,433 $ 262 $ December31,2020 June 30,2020 June 30,2021 |
A. The ageing analysis of notes and accounts receivable that were past due but not impaired is a follows: June 30,2021 December31,2020 June 30,2020 Notes receivable 420 $ 1,058 $ 262 $ Less: Allowance for uncollectible accounts - - 420 $ 1,058 $ 262 $ Accounts receivable 70,957 $ 116,166 $ 98,433 $ Less: Allowance for uncollectible accounts 6,570) ( 7,071) ( 6,833) ( 64,387 $ 109,095 $ 91,600 $ Accountsreceivable Notesreceivable Not past due 54,798 $ 420 $ Up to 90 days 5,109 - 91 to 180 days 4,512 - 181 to 271 days - - Over 271 days 6,538 - 70,957 $ 420 $ Accountsreceivable Notesreceivable Not past due 96,416 $ 1,058 $ Up to 90 days 11,297 - 91 to 180 days 1,386 - 181 to 271 days - - Over 271 days 7,067 - 116,166 $ 1,058 $ Accountsreceivable Notesreceivable Not past due 74,766 $ 262 $ Up to 90 days 12,155 - 91 to 180 days 3,913 - 181 to 271 days 1,203 - Over 271 days 6,396 - 98,433 $ 262 $ December31,2020 June 30,2020 June 30,2021 |
A. The ageing analysis of notes and accounts receivable that were past due but not impaired is a follows: June 30,2021 December31,2020 June 30,2020 Notes receivable 420 $ 1,058 $ 262 $ Less: Allowance for uncollectible accounts - - 420 $ 1,058 $ 262 $ Accounts receivable 70,957 $ 116,166 $ 98,433 $ Less: Allowance for uncollectible accounts 6,570) ( 7,071) ( 6,833) ( 64,387 $ 109,095 $ 91,600 $ Accountsreceivable Notesreceivable Not past due 54,798 $ 420 $ Up to 90 days 5,109 - 91 to 180 days 4,512 - 181 to 271 days - - Over 271 days 6,538 - 70,957 $ 420 $ Accountsreceivable Notesreceivable Not past due 96,416 $ 1,058 $ Up to 90 days 11,297 - 91 to 180 days 1,386 - 181 to 271 days - - Over 271 days 7,067 - 116,166 $ 1,058 $ Accountsreceivable Notesreceivable Not past due 74,766 $ 262 $ Up to 90 days 12,155 - 91 to 180 days 3,913 - 181 to 271 days 1,203 - Over 271 days 6,396 - 98,433 $ 262 $ December31,2020 June 30,2020 June 30,2021 |
|---|---|---|
| Accountsreceivable 54,798 $ 5,109 4,512 - 6,538 70,957 $ December |
Notesreceivable | |
| 420 $ - - - - |
||
| 420 $ |
||
| 31,2020 | ||
| Accountsreceivable Notesreceivable 96,416 $ 1,058 $ 11,297 - 1,386 - - - 7,067 - 116,166 $ 1,058 $ June 30,2020 |
Notesreceivable | |
| 1,058 $ - - - - |
||
| 1,058 $ |
||
| Accountsreceivable 74,766 $ 12,155 3,913 1,203 6,396 98,433 $ |
Notesreceivable | |
| 262 $ - - - - |
||
| 262 $ |
- A. The ageing analysis of notes and accounts receivable that were past due but not impaired is as follows:
The above ageing analysis was based on past due date.
- B. As of June 30, 2021, December 31, 2020, and June 30, 2020, accounts receivable and notes receivable were all from contracts with customers. As of January 1, 2020, the balance of
~16~
receivables from contracts with customers amounted to $103,020.
-
C. The Group has no notes and accounts receivable pledged to others.
-
D. The Group has no discounted notes receivable.
-
E. The Group does not hold any collateral as security.
-
F. As at June 30, 2021, December 31, 2020, and June 30, 2020, 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 notes and accounts receivable held by the Group were $64,807, $110,153 and $91,862, respectively.
-
G. Information relating to credit risk of accounts receivable and notes receivable is provided in Note 12(2).
(4) Prepayments
| Prepayments | ||
|---|---|---|
| Prepaid project cost Other prepayments |
June 30, 2021 December 31, 2020 27,106 $ 20,485 $ 3,779 3,201 30,885 $ 23,686 $ |
June 30,2020 |
| 28,060 $ 5,138 |
||
| 33,198 $ |
(5) Financial assets at fair value through other comprehensive income-non-current
| Items | June30,2021 | December | 31,2020 | June30,2020 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Non-current items: | |||||||||
| Equity instruments | |||||||||
| Unlisted stocks | $ | 2,000 |
$ | 2,000 |
$ | 5,065 |
|||
| Valuation adjustment | ( | 2,000) |
( | 2,000) |
( | 5,041) |
|||
| $ | - | $ | - | $ | 24 |
-
A. The Group has elected to classify equity 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 $0, $0 and $24 as at June 30, 2021, December 31, 2020, and June 30, 2020, respectively.
-
B. For the three months and six months ended June 30, 2021 and 2020, the Group recognised the amount of $0, $0, $0 and ($382), respectively, in profit or loss and other comprehensive income.
-
C. The Group received proceeds from capital reduction of the equity instruments in the amount of $1,379 in June 2020.
-
D. Equity instruments that the Group invested in were liquidated as approved by the shareholders in October 2020. The Group reclassified cumulative valuation losses amounting to $3,065 to retained earnings due to derecognition.
-
E. The Group has no financial assets at fair value through other comprehensive income pledged to others.
~17~
(6) Investments accounted for using the equity method
| Associates: BLITZ IT CONSULTANTS PTE. LTD. ARES INTERNATIONAL (THAILAND) CO., LTD. ARGO INTERNATIONAL CORPORATION M-Power Information Co., Ltd. |
June 30,2021 17,811 $ 5,933 27,770 47,336 98,850 $ |
December31,2020 15,970 $ 7,909 22,260 40,665 86,804 $ |
June 30,2020 |
|---|---|---|---|
| 14,449 $ 6,292 21,136 39,129 |
|||
| 81,006 $ |
A. The basic information of the associates of the Group is as follows:
| Companyname BLITZ IT CONSULTANTS PTE. LTD. ARES INTERNATIONAL (THAILAND) CO., LTD. ARGO INTERNATIONAL CORPORATION M-Power Information Co., Ltd. |
Principal place of business Singapore Thailand Taiwan Taiwan |
Ownership (%) | Ownership (%) | June 30, 2020 25.00% 49.00% 34.83% 24.39% |
Nature of relationship - Note 2 Note 1 Note 2 |
Method of measurement |
|---|---|---|---|---|---|---|
| June 30, 2021 25.00% 49.00% 34.83% 24.39% |
December 31, 2020 25.00% 49.00% 34.83% 24.39% |
|||||
| Equity method Equity method Equity method Equity method |
Note 1: The Group made purchases from this associate company.
Note 2: The Group had sales to this associate company.
- B. The carrying amount of the Group’s interests in all individually immaterial associates and the Group’s share of the operating results are summarised below:
As of June 30, 2021, December 31, 2020, and June 30, 2020, the carrying amounts of the Group’s individually immaterial associates amounted to $98,850, $86,804 and $81,006, respectively.
| Profit for the period from continuing operations Other comprehensive income, net of tax Total comprehensive income |
Three months endedJune30 | Three months endedJune30 |
|---|---|---|
| 2021 2,080 $ - 2,080 $ |
2020 | |
| 2,282 $ - |
||
| 2,282 $ |
~18~
| Six months | ended | June 30 | ||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Profit for the period from continuing operations | $ | 12,089 |
$ | 5,421 |
| Other comprehensive income, net of tax | - |
- |
||
| Total comprehensive income | $ | 12,089 |
$ | 5,421 |
-
C. For the three months and six months ended June 30, 2021 and 2020, the Group recognised share of profit of associates in the amounts of $2,080, $2,282, $12,089 and $5,421, respectively, which were based on the financial statements of the same period which were not reviewed by independent auditors.
-
D. The Group is the single largest shareholder of ARGO INTERNATIONAL CORPORATION and M-Power Information with a 34.83% and 24.39% equity interest, respectively. As the Group has no current ability to direct the relevant activities of ARGO INTERNATIONAL CORPORATION and M-Power Information, the Group has no control, but only has significant influence, over the investee.
~19~
(7) Property, plant and equipment
| Machinery and | Machinery and | Transportation | Transportation | Office | Leasehold | Other | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| equipment | equipment | equipment | improvements | facilities | Total | |||||||||||||
| At January 1, 2021 | ||||||||||||||||||
| Cost | $ | 7,723 |
$ | 12,190 |
$ | 1,681 |
$ | 5,335 |
$ | 918 |
$ | 27,847 |
||||||
| Accumulated depreciation | ( | 5,960) |
( | 8,953) |
( | 1,500) |
( | 5,263) |
( | 362) |
( | 22,038) |
||||||
| $ | 1,763 |
$ | 3,237 | $ | 181 | $ | 72 | $ | 556 | $ | 5,809 | |||||||
| 2021 | ||||||||||||||||||
| At January 1 | $ | 1,763 |
$ | 3,237 |
$ | 181 |
$ | 72 |
$ | 556 |
$ | 5,809 |
||||||
| Additions | 1,072 | - |
30 | 382 | - | 1,484 | ||||||||||||
| Depreciation charges | ( | 351) |
( | 727) |
( | 74) |
( | 76) |
( | 83) |
( | 1,311) |
||||||
| Net exchange differences | ( | 7) |
- |
- | - | - | ( | 7) |
||||||||||
| At June 30 | $ | 2,477 | $ | 2,510 |
$ | 137 | $ | 378 | $ | 473 | $ | 5,975 | ||||||
| At June 30, 2021 | ||||||||||||||||||
| Cost | $ | 8,783 |
$ | 12,190 |
$ | 1,711 |
$ | 5,717 |
$ | 918 |
$ | 29,319 |
||||||
| Accumulated depreciation | ( | 6,306) |
( | 9,680) |
( | 1,574) |
( | 5,339) |
( | 445) |
( | 23,344) |
||||||
| $ | 2,477 | $ | 2,510 | $ | 137 |
$ | 378 | $ | 473 | $ | 5,975 |
~20~
| Machinery and | Machinery and | Transportation | Transportation | Office | Leasehold | Other | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| equipment | equipment | equipment | improvements | facilities | Total | |||||||||||||
| At January 1, 2020 | ||||||||||||||||||
| Cost | $ | 9,914 |
$ | 12,190 |
$ | 1,681 |
$ | 5,335 |
$ | 1,014 |
$ | 30,134 |
||||||
| Accumulated depreciation | ( | 9,150) |
( | 7,348) |
( | 1,355) |
( | 4,981) |
( | 283) |
( | 23,117) |
||||||
| $ | 764 |
$ | 4,842 | $ | 326 | $ | 354 | $ | 731 | $ | 7,017 | |||||||
| 2020 | ||||||||||||||||||
| At January 1 | $ | 764 |
$ | 4,842 |
$ | 326 |
$ | 354 |
$ | 731 |
$ | 7,017 |
||||||
| Additions | 1,200 | - |
- | - | - | 1,200 | ||||||||||||
| Depreciation charges | ( | 278) |
( | 878) |
( | 72) |
( | 141) |
( | 88) |
( | 1,457) |
||||||
| Net exchange differences | ( | 7) |
- | - | - | - | ( | 7) |
||||||||||
| At June 30 | $ | 1,679 | $ | 3,964 | $ | 254 | $ | 213 | $ | 643 | $ | 6,753 | ||||||
| At June 30, 2020 | ||||||||||||||||||
| Cost | $ | 10,990 |
$ | 12,190 |
$ | 1,681 |
$ | 5,335 |
$ | 918 |
$ | 31,114 |
||||||
| Accumulated depreciation | ( | 9,311) |
( | 8,226) |
( | 1,427) |
( | 5,122) |
( | 275) |
( | 24,361) |
||||||
| $ | 1,679 | $ | 3,964 | $ | 254 | $ | 213 |
$ | 643 | $ | 6,753 |
A. The Group has no interest capitalization.
B. The Group has no property, plant and equipment pledged to others.
~21~
- (8) Leasing arrangements lessee
-
A. The Group’s leased assets are buildings. Rental contracts are typically made for periods of 1 to 3 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.
-
B. Right-of-use assets are not recognised for short-term leases with a lease term of 12 months or less for part of leased buildings of the Group.
-
C. The carrying amounts of right-of-use assets and the depreciation charge are as follows:
Buildings Buildings Buildings |
June30,2021 December31,2020 June 30, 2020 Carryingamount Carryingamount Carryingamount 29,105 $ 3,912 $ 9,484 $ 2021 2020 Depreciationcharge Depreciationcharge 4,231 $ 4,129 $ 2021 2020 Depreciation charge Depreciation charge 8,533 $ 8,267 $ Threemonths ended June 30 Six months ended June 30 |
June30,2021 December31,2020 June 30, 2020 Carryingamount Carryingamount Carryingamount 29,105 $ 3,912 $ 9,484 $ 2021 2020 Depreciationcharge Depreciationcharge 4,231 $ 4,129 $ 2021 2020 Depreciation charge Depreciation charge 8,533 $ 8,267 $ Threemonths ended June 30 Six months ended June 30 |
|---|---|---|
| 2021 Depreciation charge 8,533 $ |
-
D. For the three months and six months ended June 30, 2021 and 2020, the additions to right-of-use assets were $2,101, $0, $33,768 and $0, respectively.
-
E. Information on profit or loss not recognised as depreciation charge but in relation to lease contracts is as follows:
| Items affecting profit or loss Interest expense on lease liabilities Expense on short-term lease contracts Items affecting profit or loss Interest expense on lease liabilities Expense on short-term lease contracts |
Threemonths ended June 30 | Threemonths ended June 30 |
|---|---|---|
| 2021 2020 216 $ 78 $ 316 88 532 $ 166 $ Six months ended June 30 |
2020 | |
| 78 $ 88 |
||
| 166 $ |
||
| 2021 333 $ 793 1,126 $ |
2020 | |
| 189 $ 343 |
||
| 532 $ |
~22~
-
F. For the six months ended June 30, 2021 and 2020, the Group’s total cash outflow for leases were $9,578 and $8,868, respectively.
-
G. The Group has applied the practical expedient to “Covid-19-related rent concessions”, and recognised the gain from changes in lease payments arising from the rent concessions amounting to $327 by decreasing depreciation charge of right-of-use assets in 2020.
(9) Accounts payable
| Accounts payable Project costs payable |
June 30, 2021 December31,2020 June 30,2020 5,343 $ 12,286 $ 4,227 $ 32,723 37,504 29,555 38,066 $ 49,790 $ 33,782 $ |
|---|---|
(10) Other payables
| Other payables | |||
|---|---|---|---|
| Wages and bonus payable Labor and health insurance fees payable Employees’compensation and directors’ and supervisors’ remuneration payable Cash dividends payable Other accrued expenses |
June 30,2021 59,580 $ 3,869 15,380 - 13,399 92,228 $ |
December31,2020 93,299 $ 3,649 15,380 - 19,579 131,907 $ |
June 30,2020 |
| 57,107 $ 3,522 14,343 67,316 14,129 |
|||
| 156,417 $ |
(11) Pensions
-
A. Defined benefit plan
-
(a) The Company has a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company will make contributions for the deficit by next March.
~23~
-
(b) For the aforementioned pension plan, the Group recognised pension costs of $737, $865, $1,474 and $1,730 for the three months and six months ended June 30, 2021 and 2020, respectively.
-
(c) Expected contributions to the defined benefit pension plans of the Group for the year ending December 31, 2022 amount to $1,789.
-
B. Defined contribution plans:
-
(a) Effective July 1, 2005, the Company has 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 contributes monthly an amount no less than 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. The pension costs under the defined contribution pension plans of the Group for the three months and six months ended June 30, 2021 and 2020 were $3,166, $3,021, $6,341 and $6,040, respectively.
-
(b) The Company’s mainland China subsidiary, APLUSOFT (SUZHOU) CORPORATION, has a defined contribution plan. Monthly contributions to an independent fund administered by the government in accordance with the pension regulations in the People’s Republic of China (PRC) are based on certain percentage of employees’ monthly salaries and wages. The contribution percentage was 7% for the three months and six months ended June 30, 2021 and 2020. Other than the monthly contributions, the Group has no further obligations. The pension costs under the defined contribution pension plan of APLUSOFT (SUZHOU) CORPORATION for the three months and six months ended June 30, 2021 and 2020 were $65, $63, $136 and $129, respectively.
(12) Provisions
| Analysis of total provisions: Balance at January 1 Additional provisions Used during the period Unused amounts reversed Balance at June 30 Current |
June 30,2021 7,645 $ |
2021 2020 8,641 $ 1,101 $ 1,250 234 2,024) ( 316) ( 222) ( 492) ( 7,645 $ 527 $ Warranty December31,2020 June 30,2020 8,641 $ 527 $ |
2021 2020 8,641 $ 1,101 $ 1,250 234 2,024) ( 316) ( 222) ( 492) ( 7,645 $ 527 $ Warranty December31,2020 June 30,2020 8,641 $ 527 $ |
|---|---|---|---|
| 527 $ |
The Group provides warranties on project contract. Provision for warranty is estimated based on historical warranty data.
~24~
(13) Share capital
As of June 30, 2021, the Company’s authorised capital was $1,156,000 (including 10 million shares reserved for employee stock options and 20 million shares reserved for convertible bonds issued by the Company), and the paid-in capital was $472,539, consisting of 47,254 thousand shares of ordinary stock, with a par value of $10 (in dollars) per share.
(14) 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.
| At January 1 and June 30 At January 1 and June 30 |
2021 | ||
|---|---|---|---|
| Treasury share Donated assets Share premium transactions received 92,839 $ 48,738 $ 209 $ 2020 |
Changes in equity of associates and joint ventures accounted for using equity method 1,179 $ |
Total | |
| 142,965 $ |
|||
| Treasury share Donated assets Share premium transactions received 92,839 $ 48,738 $ 141 $ |
Changes in equity of associates and joint ventures accounted for using equity method 1,179 $ |
Total | |
| 142,897 $ |
(15) Retained earnings
-
A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall be distributed in the following methods and order:
-
(a) Pay all taxes.
-
(b) Offset prior years’ operating losses.
~25~
-
(c) 10% of the remaining amount shall be set aside as legal reserve.
-
(d) Set aside or reverse a special reserve in accordance with related laws.
- The remaining earnings shall be distributed as dividends to shareholders which shall be proposed by the Board of Directors and resolved by the shareholders, The Board of Directors may decide not to distribute earnings for operation needs.
-
B. As the Company is engaged in information technology, which is a rapidly advance and growing market, the dividend policy of the Company is based on the company capital expenditure requirement and optimal financial plan for long-term operations. When the Board of Directors propose the distribution of retained earnings after deducting (a)~(d) above, the Board of Directors will propose the distribution of cash dividends and share dividends based on the operating requirements. Cash dividends shall comprise not less than 10% of total dividends distributed. However, the proportion of cash dividend could be adjusted based on the operating situation of current year.
-
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. 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.
-
E. Distribution of retained earnings:
On July 30, 2021 and June 19, 2020, the shareholders during their meeting resolved the distribution of the 2020 and 2019 retained earnings, respectively. The distribution of retained earnings is as follows:
| Dividend per share Amount (indollars) Legal reserve 9,026 $ Appropriation for special reserve 2,900) ( Cash dividends 70,881 1.50 $ YearendedDecember31,2020 |
Dividend per share Amount (indollars) 7,650 $ 1,534 67,316 1.42 $ YearendedDecember31,2019 |
|---|---|
~26~
(16) Operating revenue
==> picture [468 x 165] intentionally omitted <==
----- Start of picture text -----
Three months ended June 30
Revenue from contracts with customers 2021 2020
Sales revenue $ 11,428 $ 3,685
Services revenue 127,619 135,387
$ 139,047 $ 139,072
Six months ended June 30
Revenue from contracts with customers 2021 2020
Sales revenue $ 17,608 $ 30,465
Services revenue 293,754 296,411
$ 311,362 $ 326,876
----- End of picture text -----
A. Disaggregation of revenue from contracts with customers
The Group derives revenue from the transfer of goods and services over time and at a point in time in the following major geographical regions:
| Three months ended June30,2021(Note) Asia Total segment revenue Revenue from external customer contracts 17,833 $ Inter-segment 1,220) ( 16,613 $ Timing of revenue recognition At a point in time 4,821 $ Over time 13,012 17,833 $ Three months ended June30,2020 (Note) Asia Total segment revenue Revenue from external customer contracts 18,120 $ Inter-segment 934 19,054 $ Timing of revenue recognition At a point in time 216 $ Over time 17,904 18,120 $ |
America 60 $ - 60 $ - $ 60 60 $ America 60 $ - 60 $ - $ 60 60 $ |
Taiwan 120,882 $ - 120,882 $ 6,607 $ 114,275 120,882 $ Taiwan 120,759 $ - 120,759 $ 3,469 $ 117,290 120,759 $ |
Others Total 272 $ 139,047 $ - 1,220) ( 272 $ 137,827 $ - $ 11,428 $ 272 127,619 272 $ 139,047 $ Others Total 133 $ 139,072 $ - 934 133 $ 140,006 $ - $ 3,685 $ 133 135,387 133 $ 139,072 $ |
|---|---|---|---|
~27~
==> picture [464 x 348] intentionally omitted <==
----- Start of picture text -----
Six months ended
June 30, 2021 (Note) Asia America Taiwan Others Total
Total segment revenue
Revenue from external customer $ 39,107 $ 140 $ 270,988 $ 1,127 $ 311,362
contracts
Inter-segment 3,253 - - - 3,253
$ 42,360 $ 140 $ 270,988 $ 1,127 $ 314,615
Timing of revenue recognition
- -
At a point in time $ 5,773 $ $ 11,835 $ $ 17,608
Over time 33,334 140 259,153 1,127 293,754
$ 39,107 $ 140 $ 270,988 $ 1,127 $ 311,362
Six months ended
June 30, 2020 (Note) Asia America Taiwan Others Total
Total segment revenue
Revenue from external customer $ 37,304 $ 155 $ 289,245 $ 172 $ 326,876
contracts
Inter-segment 3,061 - - - 3,061
$ 40,365 $ 155 $ 289,245 $ 172 $ 329,937
Timing of revenue recognition
At a point in time $ 1,904 $ 14 $ 28,547 $ - $ 30,465
Over time 35,400 141 260,698 172 296,411
$ 37,304 $ 155 $ 289,245 $ 172 $ 326,876
----- End of picture text -----
Note: Segmental information is provided in Note 14.
B. Contract assets and liabilities
(a) The Group has recognised the following revenue-related contract assets and liabilities:
| Contract assets - customer contract Contract liabilities - advance receipt from customers |
June30,2021 113,548 $ 189,373 $ |
December31,2020 79,030 $ 175,210 $ |
June30,2020 90,110 $ 190,510 $ |
January1,2020 |
|---|---|---|---|---|
| 72,065 $ |
||||
| 151,481 $ |
(b) Revenue recognised that was included in the contract liability balance at the beginning of the period
| period | ||
|---|---|---|
| Revenue recognised that was included in the contract liabilities balance at the beginning of the period Advance receipts |
Threemonths ended June 30 | |
| 2021 9,263 $ |
2020 | |
| 10,193 $ |
~28~
| Revenue recognised that was included in the contract liabilities balance at the beginning of the period Advance receipts |
2021 2020 40,289 $ 29,143 $ Six months endedJune30 |
|---|---|
The Group does not expect to have any contracts wherein the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year or contracts that are billed in accordance with actual service hour. As permitted under IFRS 15, the transaction price allocated to these unsatisfied contracts is not disclosed.
(17) Interest income
| Interest income from bank deposits Interest income from financial assets measured at amortised cost Interest income from bank deposits Interest income from financial assets measured at amortised cost |
Threemonths ended June 30 | Threemonths ended June 30 |
|---|---|---|
| 2021 2020 331 $ 267 $ 606 1,513 937 $ 1,780 $ Six months ended June 30 |
2020 | |
| 267 $ 1,513 |
||
| 1,780 $ |
||
| 2021 802 $ 1,073 1,875 $ |
2020 | |
| 1,405 $ 2,356 |
||
| 3,761 $ |
(18) Other income
| Other income | ||
|---|---|---|
| 2021 2020 Commission income 155 $ 111 $ Other income 2) ( 2,127 153 $ 2,238 $ 2021 2020 Commission income 259 $ 242 $ Other income 421 3,235 680 $ 3,477 $ Threemonths ended June 30 Six months ended June 30 |
Threemonths ended June 30 | |
| 2020 | ||
| 111 $ 2,127 |
||
| 2,238 $ |
||
| 2021 259 $ 421 680 $ |
2020 | |
| 242 $ 3,235 |
||
| 3,477 $ |
~29~
(19) Other gains and losses
| Other gains and losses | ||||
|---|---|---|---|---|
| Threemonths | ended June 30 | |||
| 2021 | 2020 | |||
| Foreign exchange losses | ($ | 8,079) |
($ | 6,433) |
| Miscellaneous disbursements | ( | 77) |
( | 124) |
| ($ | 8,156) | ($ | 6,557) | |
| Six months ended June 30 | ||||
| 2021 | 2020 | |||
| Foreign exchange losses | ($ | 8,651) |
($ | 6,249) |
| Miscellaneous disbursements | ( | 194) |
( | 199) |
| ($ | 8,845) | ($ | 6,448) |
(20) Expenses by nature
| Three months | ended | June 30 | |||
|---|---|---|---|---|---|
| 2021 | 2020 | ||||
| Employee benefit expense | $ | 91,890 |
$ | 90,379 |
|
| Depreciation charges on property, | |||||
| plant and equipment | 638 | 650 | |||
| Depreciation charges on right-of-use assets | 4,231 | 4,129 | |||
| Amortizations | 79 | - | |||
| Advertising costs | 73 | 181 |
|||
| Operating lease payments | 316 | 88 | |||
| Traveling expense | 844 | 1,269 | |||
| Service fees | 2,742 | 1,716 | |||
| Outsourcing software | 36,008 | 29,957 | |||
| (Reversal of) provision for expected credit losses | ( | 71) |
1,072 | ||
| Other expenses | 3,202 | 5,927 | |||
| Cost of sales | 10,380 | 1,840 | |||
| Operating costs and expenses | $ | 150,332 | $ | 137,208 |
~30~
| Six months ended | Six months ended | June30 | |||
|---|---|---|---|---|---|
| 2021 | 2020 | ||||
| Employee benefit expense | $ | 200,225 |
$ | 199,105 |
|
| Depreciation charges on property, | |||||
| plant and equipment | 1,311 | 1,457 | |||
| Depreciation charges on right-of-use assets | 8,533 | 8,267 | |||
| Amortizations | 145 |
96 | |||
| Advertising costs | 254 | 362 |
|||
| Operating lease payments | 793 | 343 |
|||
| Traveling expense | 1,479 | 2,124 |
|||
| Service fees | 5,398 |
3,722 | |||
| Outsourcing software | 74,882 | 74,103 | |||
| (Reversal of) provision for expected credit losses | ( | 469) |
4,614 | ||
| Other expenses | 9,625 |
6,169 | |||
| Cost of sales | 14,953 | 25,179 |
|||
| Operating costs and expenses | $ | 317,129 |
$ | 325,541 |
(21) Employee benefit expense
| Employee benefit expense | ||
|---|---|---|
| Wages and salaries Labor and health insurance fees Pension costs Other personnel expenses Wages and salaries Labor and health insurance fees Pension costs Other personnel expenses |
Threemonths ended June 30 | |
| 2021 2020 78,213 $ 76,393 $ 6,835 6,234 3,968 3,949 2,874 3,803 91,890 $ 90,379 $ Six months ended June 30 |
2020 | |
| 76,393 $ 6,234 3,949 3,803 |
||
| 90,379 $ |
||
| 2021 170,794 $ 14,960 7,951 6,520 200,225 $ |
2020 | |
| 171,080 $ 13,548 7,899 6,578 |
||
| 199,105 $ |
As of June 30, 2021 and 2020, the Group had 309 and 306 employees, respectively.
-
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 lower than 5% and not higher than 15% for employees’ compensation and shall not be higher than 3% for directors’ and supervisors’ remuneration.
-
B. For the three months and six months ended June 30, 2021, no employees’ compensation and directors’ and supervisors’ remuneration were accrued as the Company did not generate profit. For the three months and six months ended June 30, 2020, employees’ compensation was accrued
~31~
at $142 and $755, respectively; while directors’ and supervisors’ remuneration was accrued at $48 and $252, respectively. The aforementioned amounts were recognised in salary expenses.
Employees’ compensation and directors’ and supervisors’ remuneration were estimated and accrued based on 9% and 3% of distributable profit of current year for the six months ended June 30, 2020, respectively.
Employees’ compensation and directors’ and supervisors’ remuneration for 2020 as resolved by the Board of Directors were in agreement with those amounts recognised in the 2020 financial statements.
Information about employees’ compensation and directors’ and supervisors’ remuneration of the Company as resolved at the meeting of Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
(22) Income tax
-
A. Income tax expense
-
(a) Components of income tax expense:
| Components of income tax expense: | ||||||
|---|---|---|---|---|---|---|
| Threemonths | ended June 30 | |||||
| 2021 | 2020 | |||||
| Current tax: | ||||||
| Current tax on profits for the period | $ | - |
$ | 435 |
||
| Tax on undistributed surplus earnings | - | - | ||||
| Prior year income tax under (over) estimation | 341 | ( | 6) |
|||
| Total current tax | 341 | 429 | ||||
| Deferred tax: | ||||||
| Origination and reversal of temporary | ||||||
| differences | ( | 116) |
( | 1,412) |
||
| Income tax expense (benefit) | $ | 225 | ($ | 983) | ||
| Six months endedJune30 | ||||||
| 2021 | 2020 | |||||
| Current tax: | ||||||
| Current tax on profits for the period | $ | - |
$ | 452 |
||
| Tax on undistributed surplus earnings | 663 | - | ||||
| Prior year income tax under (over) estimation | 341 | ( | 6) |
|||
| Total current tax | 1,004 | 446 | ||||
| Deferred tax: | ||||||
| Origination and reversal of temporary | ||||||
| differences | 1,612 | ( | 880) |
|||
| Income tax expense (benefit) | $ | 2,616 | ($ | 434) |
~32~
- (b) The income tax (charge)/credit relating to components of other comprehensive income and loss is as follows:
| loss is as follows: | ||
|---|---|---|
| Changes in fair value of financial assets at fair value through other comprehensive income Currency translation differences Changes in fair value of financial assets at fair value through other comprehensive income Currency translation differences |
Threemonths ended June 30 | |
| 2021 2020 - $ - $ 161 238 Six months ended June 30 |
2020 | |
| 2021 - $ 47 |
2020 | |
| 76 $ 92 |
-
B. As of June 30, 2021, the Company’s income tax returns through 2018 have been assessed and approved by the Tax Authority.
-
C. ARES GROUP CORP., WELJOIN TECHNOLOGIES LIMITED (BVI) and SHARP KEEN MANAGEMENT LIMITED are companies that were established in Seychelles and British Virgin Islands, respectively. These companies have no income tax.
-
(23) (Loss) earnings per share
| Amount aftertax Basic loss per share Loss attributable to ordinary shareholders of the parent 16,789) ($ Diluted loss per share Loss attributable to ordinary shareholders of the parent 16,789) ($ Three |
Three | Weighted average number of ordinary shares outstanding Loss per share (sharesinthousands) (indollars) 47,254 0.36) ($ 47,254 0.36) ($ months ended June 30,2021 |
|---|---|---|
~33~
==> picture [472 x 489] intentionally omitted <==
----- Start of picture text -----
Three months ended June 30, 2020
Weighted average
number of ordinary
shares outstanding Earnings per share
Amount after tax (shares in thousands) (in dollars)
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent $ 2,406 47,254 $ 0.05
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent $ 2,406 47,254
Assumed conversion of all
dilutive potential ordinary
shares
Employees' compensation - 527
Profit attributable to ordinary
shareholders of the parent
plus assumed conversion of
all dilutive potential
ordinary shares $ 2,406 47,781 $ 0.05
Six months ended June 30, 2021
Weighted average
number of ordinary
shares outstanding Loss per share
Amount after tax (shares in thousands) (in dollars)
Basic loss per share
Loss attributable to ordinary
shareholders of the parent ($ 3,128) 47,254 ($ 0.07)
Diluted loss per share
Loss attributable to ordinary
shareholders of the parent ($ 3,128) 47,254 ($ 0.07)
----- End of picture text -----
~34~
| Basic earnings per share Profit attributable to ordinary shareholders of the parent Diluted earnings per share Profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Employees' compensation Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares |
Weighted average number of ordinary shares outstanding Earnings per share Amount aftertax (sharesinthousands) (indollars) 7,713 $ 47,254 0.16 $ 7,713 $ 47,254 - 527 7,713 $ 47,781 0.16 $ Six months endedJune30,2020 |
|---|---|
(24) Supplemental cash flow information
A. Investing activities with no cash flow effects:
| Supplemental cash flow information A. Investing activities with no cash flow effects: |
||
|---|---|---|
| B. Financing activities with no cash flow effects Dividends receivable (shown in other receivables) Cash dividends declared but yet to be paid |
Six months endedJune30 | |
| 2021 2020 - $ 3,034 $ Six months endedJune30 |
2020 | |
| 3,034 $ |
||
| 2021 - $ |
2020 | |
| 67,316 $ |
~35~
(25) Changes in liabilities from financing activities
| 2021 | 2021 | 2020 | 2020 | |||||
|---|---|---|---|---|---|---|---|---|
| Liabilities from | Liabilities from | |||||||
| financing | financing | |||||||
| Lease | liabilities | activities-gross | Lease | liabilities | activities-gross | |||
| At January 1 | $ | 4,000 |
$ | 4,000 |
$ | 18,462 |
$ | 18,462 |
| Changes in cash flow from | ||||||||
| financing activities | ( | 8,792) |
( | 8,792) |
( | 8,525) |
( | 8,525) |
| Impact of changes in foreign | ||||||||
| exchange rate | ( | 41) |
( | 41) |
( | 371) |
( | 371) |
| Changes in other non-cash items | 34,100 | 34,100 | 189 | 189 | ||||
| At June 30 | $ | 29,267 | $ | 29,267 | $ | 9,755 | $ | 9,755 |
7. RELATED PARTY TRANSACTIONS
(1) Names of related parties and relationship
| Names of related parties and relationship | |
|---|---|
| Names of relatedparties ARGO INTERNATIONAL CORPORATION M-Power Information Co., Ltd. ARES INTERNATIONAL (THAILAND) CO., LTD. MiTAC INC. SHUTTLE INC. |
Relationship with theCompany |
| Associate Associate Associate Key management Other related party |
(2) Significant related party transactions
A. Operating revenue
| Sales of goods: -Other related parties -Key management Sales of goods: -Other related parties -Key management |
Threemonths ended June 30 | Threemonths ended June 30 |
|---|---|---|
| 2021 2020 - $ 487 $ 68 45 68 $ 532 $ Six months ended June 30 |
2020 | |
| 487 $ 45 |
||
| 532 $ |
||
| 2021 45 $ 600 645 $ |
2020 | |
| 554 $ 90 |
||
| 644 $ |
Most of the transactions in relation to sales, services and maintenance made with related parties are separate cases, thus the transaction prices are determined based on mutual agreement. Except for the payment term of 60 days after monthly billings, other terms would be available to third parties.
~36~
B. Purchases
| Purchases | ||||
|---|---|---|---|---|
| Threemonths ended June 30 | ||||
| 2021 | 2020 | |||
| Purchases of goods: | ||||
| -Associates | $ | - |
$ | 972 |
| Purchases of services: | ||||
| -Associates | 7,336 | 3,676 | ||
| $ | 7,336 |
$ | 4,648 | |
| Six months ended June 30 | ||||
| 2021 | 2020 | |||
| Purchases of goods: | ||||
| -Associates | $ | 45 |
$ | 2,245 |
| Purchases of services: | ||||
| -Associates | 10,371 | 14,365 |
||
| $ | 10,416 |
$ | 16,610 |
-
(a) The Group’s purchases are made for each system integration projects and are only purchased from related parties. Therefore, the purchase price is determined based on mutual agreement. Except for the payment term is 60 days after monthly billings, other terms would be available to third parties.
-
(b) Most of the transactions in relation to services and maintenance made with related parties are separate cases, thus the transaction prices are determined based on mutual agreement. Except for the payment term is 60 days after monthly billings, other terms would be available to third parties.
-
C. Receivables from related parties
| Payables to related parties -ARGO INTERNATIONAL CORPORATION Accounts receivable -ARGO INTERNATIONAL CORPORATION -M-Power Information Co., Ltd. Accounts payable |
June 30,2021 - $ June 30,2021 7,974 $ - 7,974 $ |
December31,2020 682 $ December31,2020 532 $ 74 606 $ |
June 30,2020 |
|---|---|---|---|
| - $ |
|||
| June 30,2020 | |||
| 1,727 $ - |
|||
| 1,727 $ |
D. Payables to related parties
~37~
E. Prepayments
| June 30,2021 Associates 125 $ |
December31,2020 - $ |
June 30,2020 120 $ |
|---|---|---|
-
F. In 2021 and 2018, the Group entered into a three-year Argo ERP maintenance contract with an associate in the amount of $748 and $720, respectively. The aforementioned amounts were recognised in prepayments amounting to $125 and $120 as of June 30, 2021 and 2020, respectively, and recognised in operating expenses amounting to $125 and $120 for the six months then ended, respectively.
-
G. The Group paid the service fee to an associate. For the three months and six months ended June 30, 2021 and 2020, operating expense was recognised amounting to $0, $0, $51 and $60, respectively.
(3) Key management compensation
| Salaries and other short-term employees' benefits Salaries and other short-term employees' benefits |
Three months ended June 30 | Three months ended June 30 |
|---|---|---|
| 2021 2020 7,303 $ 8,486 $ Six months ended June 30 |
2020 | |
| 8,486 $ |
||
| 2021 2020 27,537 $ 27,549 $ |
8. PLEDGED ASSETS
The Group’s assets pledged as collateral are as follows:
| Pledged asset Pledged as time deposits (shown as financial assets at amortised cost - current) Guarantee deposits paid (shown as other current assets) Guarantee deposits paid (shown as other non- current assets) |
Book value | June30,2020 Purpose 4,575 $ Bid bond 47,641 Bid bond and performance bond 7,672 Guarantees provided for leasing 59,888 $ |
Purpose | |
|---|---|---|---|---|
| June30,2021 6,385 $ 42,956 7,655 56,996 $ |
December31,2020 4,575 $ 46,214 7,447 58,236 $ |
9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT
COMMITMENTS
(1) Contingencies
None.
~38~
(2) Commitments
A. Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:
June 30, 2021 December 31, 2020 June 30, 2020 Software products $ 5,145 $ 9,311 $ 5,746
B. As of June 30, 2021, December 31, 2020 and June 30, 2020, the Group issued promissory notes amounting to $240, $240 and $0, respectively, for the execution of contract projects.
10. SIGNIFICANT DISASTER LOSS
None.
11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
The appropriations of 2020 earnings had been approved at the shareholders’ meeting on July 30, 2021. Refer to Note 6(15)E for details.
12. OTHERS
(1) Capital management
There was no significant change during the reporting period. Please refer to Note 12 in the consolidated financial statements for the year ended December 31, 2020.
(2) Financial instruments
A. Financial instruments by category
| nancial instruments Financial instruments by category |
|||
|---|---|---|---|
| Financial assets Financial assets at fair value through other comprehensive income Designation of equity instrument Financial assets at amortised cost/Loans and receivables Cash and cash equivalents Current financial assets at amortised cost Notes receivable Accounts receivable Accounts receivable due from related parties Other receivables Guarantee deposits paid (shown as other current assets) Guarantee deposits paid (shown as other non- current assets) |
June 30,2021 - $ 489,684 354,305 420 64,387 - 969 42,956 7,655 960,376 $ |
December31,2020 - $ 618,306 286,211 1,058 109,095 682 1,397 46,214 7,447 1,070,410 $ |
June 30,2020 |
| 24 $ 452,962 359,614 262 91,600 - 6,000 47,641 7,672 |
|||
| 965,775 $ |
~39~
| Financial liabilities Financial liabilities at amortised cost Accounts payable Accounts payable to related parties Other payables Lease liabilities |
June 30,2021 38,066 $ 7,974 92,228 29,267 167,535 $ |
December31,2020 49,790 $ 606 131,907 4,000 186,303 $ |
June 30,2020 |
|---|---|---|---|
| 33,782 $ 1,727 156,417 9,755 |
|||
| 201,681 $ |
- B. Financial risk management policies
There was no significant change during the reporting period. Please refer to Note 12 in the consolidated financial statements for the year ended December 31, 2020.
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
Foreign exchange risk
-
i. The Group operates internationally and is exposed to exchange rate risk arising from the transactions of the Company and its subsidiaries used in various functional currency, primarily with respect to the USD and RMB. Exchange rate risk arises from future commercial transactions and recognised assets and liabilities.
-
ii. The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk.
-
iii. The Group’s businesses involve some non-functional currency operations (the Company’s functional currency: NTD; other certain subsidiaries’ functional currency: USD and RMB). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
~40~
| Foreign currency amount Exchange Book value (inthousands) rate (NTD) (Foreign currency: functional currency) Financial assets Monetary items USD:NTD 8,178 $ 27.86 227,839 $ HKD:NTD 13,603 3.59 48,835 AUD:NTD 481 20.94 10,072 EUR:NTD 114 33.15 3,779 RMB:NTD 20,777 4.31 89,549 Non-monetary items USD:NTD 2,247 27.86 62,601 THB:NTD 6,785 0.87 5,903 June 30,2021 Foreign currency amount Exchange Book value (inthousands) rate (NTD) (Foreign currency: functional currency) Financial assets Monetary items USD:NTD 7,981 $ 28.48 227,299 $ HKD:NTD 12,809 3.67 47,009 AUD:NTD 480 21.95 10,536 EUR:NTD 114 35.02 3,992 RMB:NTD 22,502 4.38 98,559 Non-monetary items USD:NTD 1,969 28.48 56,077 THB:NTD 8,276 0.96 7,945 December31,2020 |
June 30,2021 | ||
|---|---|---|---|
| Book value (NTD) |
|||
| Exchange rate 28.48 3.67 21.95 35.02 4.38 28.48 0.96 |
Book value (NTD) |
||
| 227,299 $ 47,009 10,536 3,992 98,559 56,077 7,945 |
|||
~41~
| Foreign currency amount (inthousands) (Foreign currency: functional currency) Financial assets Monetary items USD:NTD 7,949 $ HKD:NTD 11,384 AUD:NTD 479 EUR:NTD 114 RMB:NTD 20,053 Non-monetary items USD:NTD 490 THB:NTD 6,524 |
June 30,2020 | ||
|---|---|---|---|
| Exchange rate 29.63 3.82 20.34 33.27 4.19 29.63 0.96 |
Book value (NTD) |
||
| 235,529 $ 43,487 9,743 3,793 84,022 14,519 6,263 |
|||
iv. Please refer to the following table for the details of unrealised exchange gain (loss) arising from significant foreign exchange variation on the monetary items held by the Group.
| Foreign currency amount Exchange Book value (Inthousands) rate (NTD) (Foreign currency: functional currency) Financial assets Monetary items USD:NTD 27.86 2,231 $ HKD:NTD 3.59 1,097 AUD:NTD 20.94 485 EUR:NTD 33.15 213 RMB:NTD 4.31 867 Foreign currency amount Exchange Book value (Inthousands) rate (NTD) (Foreign currency: functional currency) Financial assets Monetary items USD:NTD 29.63 2,768 $ HKD:NTD 3.82 293 AUD:NTD 20.34 318 EUR:NTD 33.27 36 RMB:NTD 4.19 2,198 Threemonths ended June 30,2021 Exchange gain(loss) Threemonths ended June 30,2020 Exchange loss |
Threemonths ended June 30,2021 | Threemonths ended June 30,2021 |
|---|---|---|
| Exchange gain(loss) | ||
| 2,768 $ 293 318 36 2,198 |
||
~42~
| Foreign currency amount Exchange Book value (Inthousands) rate (NTD) (Foreign currency: functional currency) Financial assets Monetary items USD:NTD 27.86 2,689 $ HKD:NTD 3.59 1,129 AUD:NTD 20.94 370 EUR:NTD 33.15 38 RMB:NTD 4.31 588 Six months ended June 30,2021 Exchange gain(loss) |
Foreign currency amount Exchange Book value (Inthousands) rate (NTD) (Foreign currency: functional currency) Financial assets Monetary items USD:NTD 27.86 2,689 $ HKD:NTD 3.59 1,129 AUD:NTD 20.94 370 EUR:NTD 33.15 38 RMB:NTD 4.31 588 Six months ended June 30,2021 Exchange gain(loss) |
|---|---|
| 2,689 $ 1,129 370 38 588 |
|
| USD:NTD 27.86 2,689 $ HKD:NTD 3.59 1,129 AUD:NTD 20.94 370 EUR:NTD 33.15 38 RMB:NTD 4.31 588 |
27.86 2,689 $ 3.59 1,129 20.94 370 33.15 38 4.31 588 |
|---|---|
| Foreign currency amount Exchange Book value (Inthousands) rate (NTD) (Foreign currency: functional currency) Financial assets Monetary items USD:NTD 29.63 4,737 $ HKD:NTD 3.82 789 AUD:NTD 20.34 814) ( EUR:NTD 33.27 4) ( RMB:NTD 4.19 1,259 Six months endedJune30,2020 Exchangeloss |
Six months endedJune30,2020 |
| Exchangeloss | |
- v. Analysis of foreign currency market risk arising from significant foreign exchange variation:
| variation: | |||
|---|---|---|---|
| Degree of Effect on Effect on other comprehensive variation profit or loss income (Foreign currency: functional currency) Financial assets Monetary items USD:NTD 1.00% 2,278 $ - $ HKD:NTD 1.00% 488 - AUD:NTD 1.00% 101 - EUR:NTD 1.00% 38 - RMB:NTD 1.00% 895 - Non-monetary items USD:NTD 1.00% - 626 THB:NTD 1.00% - 59 Six months ended June 30,2021 Sensitivity analysis |
Six months ended June 30,2021 | ||
| Sensitivity analysis | |||
| Effect on profit or loss 2,278 $ 488 101 38 895 - - |
Effect on other comprehensive income |
||
| - $ - - - - 626 59 |
|||
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==> picture [421 x 254] intentionally omitted <==
----- Start of picture text -----
Six months ended June 30, 2020
Sensitivity analysis
Effect on other
Degree of Effect on comprehensive
variation profit or loss income
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD 1.00% $ 2,355 $ -
HKD:NTD 1.00% 435 -
AUD:NTD 1.00% 97 -
EUR:NTD 1.00% 38 -
RMB:NTD 1.00% 840 -
Financial liabilities
Monetary items
USD:NTD 1.00% - 145
THB:NTD 1.00% - 63
----- End of picture text -----
Price risk
-
i. 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.
-
ii. The Group’s investments in equity securities comprise domestic beneficiary certificates and equity instrument issued by foreign listed companies. The prices of equity securities would change due to the variation of the future value of investee companies. If the prices of these equity securities had increased or decreased by 1% with all other variables held constant, post-tax profit for the six months ended June 30, 2021 and 2020 would have increased or decreased by $0 and $0, respectively, as a result of other comprehensive income classified as equity investment at fair value through other comprehensive income.
-
(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. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms, and the contract cash flows of debt instruments stated at amortised cost.
-
ii. 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
~44~
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.
-
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:
-
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.
-
iv. The Group adopts the assumption under IFRS 9, that is, the default occurs when the contract payments are past due over 90 days.
-
v. The Group classifies customers’ accounts receivable and contract assets in accordance with customer types. The Group applies the simplified approach using the provision matrix, loss rate methodology to estimate expected credit loss.
-
vi. The following indicators are used to determine whether the credit impairment of debt instruments has occurred:
-
(i) It becomes probable that the issuer will enter bankruptcy or other financial reorganization due to their financial difficulties;
-
(ii) The disappearance of an active market for that financial asset because of financial difficulties;
-
(iii) Default or delinquency in interest or principal repayments;
-
(iv) Adverse changes in national or regional economic conditions that are expected to cause a default.
-
vii.The Group used the forecastability to adjust historical and timely information to assess the default possibility of accounts receivable and contract assets. On June 30, 2021, December 31, 2020, and June 30, 2020, the provision matrix and loss rate methodology are as follows:
| are as follows: | ||||||
|---|---|---|---|---|---|---|
| Group1 June 30, 2021 Expected loss rate Total book value Loss allowance |
Not past due 0% 47,559 $ 2 $ |
Up to 90 days 0.05%~ 0.26% 5,109 $ 7 $ |
91-180 days 0.56%~ 5.27% 4,512 $ 23 $ |
181-270 days 14.99%~ 58.33% - $ - $ |
Over 270 days 100% 6,538 $ 6,538 $ |
Total |
| 63,718 $ 6,570 $ |
~45~
| Group1 December 31, 2020 Expected loss rate Total book value Loss allowance Group1 June 30, 2020 Expected loss rate Total book value Loss allowance June 30, 2021 Expected loss rate Total book value Loss allowance December 31, 2020 Expected loss rate Total book value Loss allowance June 30, 2020 Expected loss rate Total book value Loss allowance |
Not Up to 90 91-180 181-270 Over 270 past due days days days days Total 0% 0.01%~ 0.04% 0.07%~ 0.22% 0.66%~ 16.23% 100% 78,472 $ 11,297 $ 1,386 $ - $ 7,067 $ 98,222 $ 1 $ 2 $ 1 $ - $ 7,067 $ 7,071 $ Not Up to 90 91-180 181-270 Over 270 past due days days days days Total 0% 0.01%~ 0.04% 0.07%~ 0.22% 0.66%~ 16.23% 100% 54,528 $ 12,155 $ 3,913 $ 1,203 $ 6,396 $ 78,195 $ 347 $ 5 $ 67 $ 18 $ 6,396 $ 6,833 $ Group 2 Group 3 Total 0% 0% 5,258 $ 1,981 $ 7,239 $ - $ - $ - $ Group 2 Group 3 Total 0% 0% 11,273 $ 6,671 $ 17,944 $ - $ - $ - $ Group 2 Group 3 Total 0% 0% 18,602 $ 1,636 $ 20,238 $ - $ - $ - $ |
Not Up to 90 91-180 181-270 Over 270 past due days days days days Total 0% 0.01%~ 0.04% 0.07%~ 0.22% 0.66%~ 16.23% 100% 78,472 $ 11,297 $ 1,386 $ - $ 7,067 $ 98,222 $ 1 $ 2 $ 1 $ - $ 7,067 $ 7,071 $ Not Up to 90 91-180 181-270 Over 270 past due days days days days Total 0% 0.01%~ 0.04% 0.07%~ 0.22% 0.66%~ 16.23% 100% 54,528 $ 12,155 $ 3,913 $ 1,203 $ 6,396 $ 78,195 $ 347 $ 5 $ 67 $ 18 $ 6,396 $ 6,833 $ Group 2 Group 3 Total 0% 0% 5,258 $ 1,981 $ 7,239 $ - $ - $ - $ Group 2 Group 3 Total 0% 0% 11,273 $ 6,671 $ 17,944 $ - $ - $ - $ Group 2 Group 3 Total 0% 0% 18,602 $ 1,636 $ 20,238 $ - $ - $ - $ |
Total |
|---|---|---|---|
| 98,222 $ 7,071 $ Total |
|||
| 17,944 $ - $ Total |
|||
| 20,238 $ - $ |
Group 1: General business
Group 2: Government-owned corporation
Group 3: Government organisations
As of June 30, 2021, December 31, 2020, and June 30, 2020, contract assets amounted to $113,548, $79,030 and $90,110, respectively, and loss allowance was $0 if measured at expected credit loss rate of 0%.
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- ix. Movements in relation to the group applying the simplified approach to provide loss allowance for accounts receivable and contract assets are as follows:
| Accounts receivable At January 1 7,071 $ Reversal of impairment loss 469) ( Effects of foreign exchange 32) ( At June 30 6,570 $ Accounts receivable At January 1 2,255 $ Impairment loss 4,614 Effects of foreign exchange 36) ( At June 30 6,833 $ |
Contract assets Notesreceivable - $ - $ - - - - - $ - $ Contract assets Notes receivable - $ - $ - - - - - $ - $ 2021 2020 |
|---|---|
(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.
-
ii. 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 for non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.
| Non-derivative financial liabilities: June 30, 2021 Accounts payable Accounts payable to related parties Other payables Lease liabilities Non-derivative financial liabilities: December 31, 2020 Accounts payable Accounts payable to related parties Other payables Lease liabilities |
Less than 3months 37,540 $ 7,974 55,591 4,344 Less than 3months 48,774 $ 606 83,767 2,096 |
Between 3 months and2years 526 $ - 36,637 23,236 Between 3 months and2years 1,016 $ - 48,140 1,942 |
Between 2 and 5 years |
|---|---|---|---|
| - $ - - 2,577 Between 2 and 5 years |
|||
| - $ - - - |
~47~
| Non-derivative financial liabilities: June 30, 2020 Accounts payable Accounts payable to related parties Other payables Lease liabilities |
Less than 3months 33,367 $ 1,727 122,655 4,049 |
Between 3 months and2years 415 $ - 33,762 5,792 |
Between 2 and 5 years |
|---|---|---|---|
| - $ - - - |
(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.
-
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.
-
B. Financial instruments not measured at fair value
-
Except for those listed in the table below, the carrying amounts of cash and cash equivalents, notes receivable, accounts receivable, other receivables, notes payable, accounts payable and other payables are approximate to their fair values.
-
C. The related information on 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 are as follows:
| June 30, 2021 Assets Recurring fair value measurements Financial assets at fair value through other comprehensive income December 31, 2020 Assets Recurring fair value measurements Financial assets at fair value through other comprehensive income |
Level 1 - $ Level 1 - $ |
Level 2 - $ Level 2 - $ |
Level 3 - $ Level3 - $ |
Total |
|---|---|---|---|---|
| - $ |
||||
| Total | ||||
| - $ |
~48~
June 30, 2020 Level 1 Level 2 Level 3 Total Assets Recurring fair value measurements Financial assets at fair value through other comprehensive income $ - $ - $ 24 $ 24
-
D. The methods and assumptions the Group used to measure fair value are as follows:
-
(a) The instruments the Group used market quoted prices as their fair values (that is, Level 1) are listed below by characteristics:
==> picture [441 x 29] intentionally omitted <==
-
(b) 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).
-
E. For the six months ended June 30, 2021 and 2020, there was no transfer between Level 1 and Level 2.
-
F. For the six months ended June 30, 2021 and 2020, there was no transfer into or out from Level 3.
-
G. 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.
-
H. Valuation techniques of fair value that the Group used in level 3 are net asset value and market comparable companies. The significant unobservable input of market comparable companies is the discount for lack of marketability. If the input and discount for lack of marketability are higher, the fair value will be lower.
(4) Other matter
The Group operated normally amid the COVID-19 pandemic and during the time when various preventive measures were imposed by the government. Based on the Group’s assessment, there was
~49~
no significant impact on its ability to continue as a going concern, impairment of assets and financing risks.
13. SUPPLEMENTARY DISCLOSURES
(1) Significant transactions information
-
A. Loans to others: None.
-
B. Provision of endorsements and guarantees to others: None.
-
C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 1.
-
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 $300 million or 20% of paid-in capital or more: None.
-
F. Disposal of real estate reaching $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: None.
-
H. Receivables from related parties reaching $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: None.
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 2.
(3) Information on investments in Mainland China
-
A. Basic information: Please refer to table 3.
-
B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: None.
(4) Major shareholders information
Major shareholders information: Please refer to table 4.
~50~
14. SEGMENT INFORMATION
(1) General information
Management has determined the reportable operating segments based on the reports reviewed by the Board of Directors that are used to make strategic decisions.
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) Segment information
The Group’s segment profit and loss is measured with the operating income and loss, which is used as a basis for the Group in assessing the performance of the operating segments. The segment information provided to the Chief Operating Decision-Maker for the reportable segments is as follows:
Six months ended June 30, 2021:
| Financial | ||||||||
|---|---|---|---|---|---|---|---|---|
| Commercial | business | Project | ||||||
| segment | segment | segment | Total | |||||
| Revenue from external customers | $ | 164,923 |
$ | 75,497 |
$ | 70,942 |
$ | 311,362 |
| Inter-segment revenue | 3,253 | - | - | 3,253 | ||||
| Total segment revenue | $ | 168,176 | $ | 75,497 | $ | 70,942 | $ | 314,615 |
| Segment income (loss) | $ | 17,525 | ($ | 18,101) | ($ | 1,938) |
($ | 2,514) |
| Segment income (loss), including: | ||||||||
| Depreciation and amortisation | ($ | 4,315) | ($ | 3,783) | ($ | 1,891) |
($ | 9,989) |
Six months ended June 30, 2020:
| Financial | ||||||||
|---|---|---|---|---|---|---|---|---|
| Commercial | business | Project | ||||||
| segment | segment | segment | Total | |||||
| Revenue from external customers | $ | 170,136 |
$ | 101,379 |
$ | 55,361 |
$ | 326,876 |
| Inter-segment revenue | 3,061 | - | - | 3,061 | ||||
| Total segment revenue | $ | 173,197 | $ | 101,379 | $ | 55,361 |
$ | 329,937 |
| Segment income (loss) | $ | 8,932 | ($ | 8,403) | $ | 3,867 | $ | 4,396 |
| Segment income (loss), including: | ||||||||
| Depreciation and amortisation | ($ | 3,990) | ($ | 3,711) | ($ | 2,119) | ($ | 9,820) |
The Group did not disclose the information in relation to segment assets and segment liabilities as this information is not provided to the Chief Operating Decision-Maker.
~51~
(3) Reconciliation for segment income and loss
The segment operating income reported to the Chief Operating Decision-Maker is measured in a manner consistent with that in the statement of comprehensive income. The Group did not provide the amounts of total assets and total liabilities to the Chief Operating Decision-Maker for making operating decisions. The reconciliation on segment revenue, operating revenue, segment income/loss and income/loss before tax from continuing operations of reportable segment are as follows:
==> picture [471 x 180] intentionally omitted <==
----- Start of picture text -----
Six months ended June 30
Revenue 2021 2020
Total reportable segment revenue $ 314,615 $ 329,937
Write-off of inter-segment revenue ( 3,253) ( 3,061)
Operating revenue $ 311,362 $ 326,876
Six months ended June 30
Profit or loss 2021 2020
Segment income ($ 2,514) $ 4,396
Adjustments and write-offs ( 3,253) ( 3,061)
Non-operating income and expenses 5,466 6,022
Income before tax from continuing operations ($ 301) $ 7,357
----- End of picture text -----
~52~
Ares International Corp. and Subsidiaries
Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)
Six months ended June 30, 2021
| Securities held by Table 1 |
Marketable securities(Note 1) | Relationship with the securities issuer(Note 2) |
General ledger account |
As ofJune 30,2021 | As ofJune 30,2021 | (Except a Expressed |
Footnote(Note 4) s otherwise indicated) in thousands of NTD |
|
|---|---|---|---|---|---|---|---|---|
| Number of shares |
Book value (Note 3) |
Ownership (%) |
Fair value | |||||
| Ares International Corp. | Common shares/Formosa First Country Club | - | Financial assets at fair value through other comprehensive income |
2,025 | - $ |
0.01% | - $ |
- |
Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities in accordance with IFRS9, ‘Financial instruments’. Note 2: Leave the column blank if the issuer of marketable securities is a 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.
Table 1 Page 1
Ares International Corp. and Subsidiaries
Names, locations, and related information on investees (excluding information on investment in Mainland China)
Six months ended June 30, 2021
Table 2
Expressed in thousands of NTD (Except as otherwise indicated)
| Investor | Investee(Note 1 and 2) | Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as at June 30,2021 | Shares held as at June 30,2021 | Shares held as at June 30,2021 | Net profit (loss) of the investee for the six months ended June 30, 2021 (Note 2(2)) |
Investment income (loss) recognised by the Company for the six months ended June 30, 2021(Note 2(3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at June 30, 2021 |
Balance as at December 31,2020 |
Number of shares |
Ownership (%) | Book value | |||||||
| Ares International Corp. Ares International Corp. Ares International Corp. Ares International Corp. Ares International Corp. ARES GROUP CORP. SHARP KEEN MANAGEMENT LIMITED |
ARGO INTERNATIONAL CORPORATION M-Power Information Co., Ltd. ARES GROUP CORP. ARES INTERNATIONAL (THAILAND) CO., LTD. WELJOIN TECHNOLOGIES LIMITED (BVI) SHARP KEEN MANAGEMENT LIMITED BLITZ IT CONSULTANTS PTE LTD. |
Taiwan Taiwan Seychelles Thailand British Virgin Islands British Virgin Islands Singapore |
Provides professional service of computer application software and sells computer peripheral equipments Agency and sale of database system and professional service of software Investment business Provides professional service of computer application software and sells computer peripheral equipments Investment business Investment business Agency of computer software and internet |
14,014 $ 21,493 35,029 6,865 26,177 34,115 33,256 |
14,014 $ 21,493 35,029 6,865 26,177 34,115 33,256 |
1,567,476 2,438,527 1,500,000 1,470,000 50,000 1,120,000 484,000 |
34.83 24.39 100 49 100 100 25 |
27,770 $ 47,336 18,130 5,933 44,725 17,870 17,811 |
15,823 $ 27,353 1,244 2,799) ( 4,864 1,277 5,110 |
5,511 $ 6,671 1,244 1,371) ( 4,864 Note3 Note3 |
Subsidiary Subsidiary Second-tire subsidiary |
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, 2021’ 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 six months ended June 30, 2021’ 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 six months ended June 30, 2021’ 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.
Note 3: Investment income (loss) for the period was recognised by subsidiaries of investees.
Table 2 Page 1
Ares International Corp. and Subsidiaries Information on investments in Mainland China Six months ended June 30, 2021
Table 3
Expressed in thousands of NTD (Except as otherwise indicated)
Investment flows
Accumulated Beginning Investment income amount balance of Ending balance of Net income of Ownership (loss) recognised Book value of of investment accumulated accumulated investee for the held by by the Company investments in income outflow of Remitted to Remitted outflow of six months the Company for the six months Mainland China remitted back to Main business Paid-in capital Investment investment from Mainland back to investment from ended June 30, (direct or ended June 30, 2021 as of June 30, Taiwan as of June Investee in Mainland China activities (Note 3) method Taiwan China Taiwan Taiwan 2021 indirect) (Note 2) 2021 30, 2021 Note APLUSOFT (SUZHOU) $ 25,228 Note1 $ 23,806 - - $ 23,806 $ 5,124 95.88 $ 4,913 $ 36,304 - Research and CORPORATION. development of enterprise management software and sale of self-produce product of the Company
Note 1: Through investing in an existing company in the third area, which then invested in the investee in Mainland China. The investee in the third area is WELJOIN TECHNOLOGIES LIMITED (BVI). Note 2: The financial statements were not reviewed by independent auditors.
Note 3: The paid-in capital of Aplusoft (Suzhou) Corporation amounted to RMB5,215,000 (USD750,592).
| Companyname | Accumulated amount of remittance from Taiwan to Mainland China as of June 30,2021 |
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 |
|---|---|---|---|
| Ares International Corp. | 73,252 $ |
86,349 $ |
458,921 $ |
Table 3 Page 1
Ares International Corp. and Subsidiaries Major shareholders information June 30, 2021
Table 4
| Name of major shareholders | Shares | Shares |
|---|---|---|
| Name of shares held | Ownership (%) | |
| YU, HONG-YANG | $ 3,358,449 | 7.10% |
Note1: (1) The major shareholders information was derived from the data that the Company issued common shares (including treasury shares) and preference shares in dematerialised form which were registered and held
-
by the shareholders above 5% on the last operating date of each quarter and was calculated by Taiwan Depository & Clearing Corporation. The share capital which was recorded in the financial statements is different from the actual number of shares issued in dematerialised form because of the different calculation basis or the differences.
-
(2) If the aforementioned data contains shares which were held in trust by the shareholders, the data was disclosed as separate account of client which was set by the trustee. As for the shareholder who reports share equity as an insider whose shareholding ratio greater than 10% in accordance with Securities and Exchange Act, the shareholding ratio includes the self-owned shares and trusted shares, at the same time, the shareholders have power to decide how to allocate the trust assets. For the information of reported share equity of insider, please refer to Market Observation Post System.
Table 4 Page 1