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ARES Interim / Quarterly Report 2021

Dec 21, 2021

52107_rns_2021-12-21_c82474be-d07e-431b-bd28-9aaf4d0ac6a4.pdf

Interim / Quarterly Report

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ARES INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REVIEW REPORT SEPTEMBER 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 September 30, 2021 and 2020, and the related consolidated statements of comprehensive income for the three months and nine months then ended, as well as the consolidated statements of changes in equity and of cash flows for the nine 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$168,813 thousand and NT$129,481 thousand, constituting 13.40% and 10.54% of the consolidated total assets, and total liabilities amounting to NT$23,955 thousand and NT$4,239 thousand, constituting 4.78% and 0.87% of the consolidated total liabilities as of September 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$12,884 thousand, NT$6,797 thousand, NT$30,611 thousand and NT$15,147 thousand, constituting 21.25%, 12.12%, 53.26% and 23.98% of consolidated total comprehensive income for the three months and nine 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 September 30, 2021 and 2020, and of its consolidated financial performance for the three months and nine months then ended and its consolidated cash flows for the nine 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 November 10, 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

SEPTEMBER 30, 2021, DECEMBER 31, 2020 AND SEPTEMBER 30, 2020

(Expressed in thousands of New Taiwan dollars) (The balance sheets as of September 30, 2021 and 2020 are unaudited)

Assets Notes
6(1)
6(2) and 8
6(16)
6(3)
6(3)
7
7
6(4) and 7
8
6(5)
6(6)
6(7)
6(8)
8
September 30, 2021
AMOUNT
%
$
452,622
36
328,631
26
126,789
10
1,109
-
104,308
8
316
-
1,068
-
-
-
28,970
3
45,809
4
1,089,622
87
-
-
103,170
8
5,334
-
24,876
2
543
-
28,312
2
7,695
1
169,930
13
$
1,259,552
100
December 31, 2020
AMOUNT
%
$
618,306
47
286,211
22
79,030
6
1,058
-
109,095
8
682
-
1,397
-
-
-
23,686
2
46,214
4
1,165,679
89
-
-
86,804
7
5,809
-
3,912
-
533
-
32,521
3
7,447
1
137,026
11
$
1,302,705
100
September 30, 2020 September 30, 2020
AMOUNT
$
452,622
328,631
126,789
1,109
104,308
316
1,068
-
28,970
45,809
1,089,622
-
103,170
5,334
24,876
543
28,312
7,695
169,930
$
1,259,552
AMOUNT
$
618,306
286,211
79,030
1,058
109,095
682
1,397
-
23,686
46,214
1,165,679
-
86,804
5,809
3,912
533
32,521
7,447
137,026
$
1,302,705
AMOUNT
$
484,553
320,250
100,643
1,733
114,527
-
1,320
10
31,158
38,899
1,093,093
24
81,484
6,238
8,193
-
32,212
7,679
135,830
$
1,228,923
%
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
1210
Other receivables - related parties
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
40
26
8
-
9
-
-
-
3
3
89
-
7
-
1
-
2
1
11
100

(Continued)

~4~

ARES INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 2021, DECEMBER 31, 2020 AND SEPTEMBER 30, 2020

(Expressed in thousands of New Taiwan dollars) (The balance sheets as of September 30, 2021 and 2020 are unaudited)

September 30, 2021 September 30, 2021 December 31, 2020 December 31, 2020 September 30, 2020 September 30, 2020
Liabilities and Equity Notes AMOUNT % AMOUNT % AMOUNT %
Current liabilities
2130 Contract liabilities - current 6(16) $ 186,317 15 $ 175,210 14 $ 193,443 16
2150 Notes payable - - - - 14 -
2170 Accounts payable 6(9) 49,548 4 49,790 4 38,950 3
2180 Accounts payable - related parties 7 13 - 606 - 235 -
2200 Other payables 6(10) 95,454 8 131,907 10 89,648 7
2230 Current income tax liabilities 4,814 - 14,358 1 7,671 1
2250 Provisions for liabilities - current 6(12) 2,498 - 8,641 1 8,255 1
2280 Current lease liabilities 16,491 1 3,244 - 7,259 -
21XX Total current liabilities 355,135 28 383,756 30 345,475 28
Non-current liabilities
2580 Non-current lease liabilities 8,616 1 756 - 1,130 -
2640 Accrued pension liabilities 137,435 11 146,423 11 140,484 12
25XX Total non-current liabilities 146,051 12 147,179 11 141,614 12
2XXX Total liabilities 501,186 40 530,935 41 487,089 40
Equity attributable to owners of
parent
Share capital 6(13)
3110 Common stock 472,539 38 472,539 36 472,539 38
Capital surplus 6(14)
3200 Capital surplus 142,965 11 142,965 11 142,897 11
Retained earnings 6(15)
3310 Legal reserve 68,542 5 59,516 4 59,516 5
3320 Special reserve 6,342 - 9,242 1 9,242 1
3350 Unappropriated retained earnings 70,383 6 90,265 7 64,037 5
Other equity interest
3400 Other equity interest ( 6,133 ) - ( 6,342 ) - ( 10,009) -
31XX Equity attributable to owners
of the parent 754,638 60 768,185 59 738,222 60
36XX Non-controlling interest 3,728 - 3,585 - 3,612 -
3XXX Total equity 758,366 60 771,770 59 741,834 60
Significant contingent liabilities and 9
unrecognised contract commitents
Significant events after the balance 11
sheet date
3X2X Total liabilities and equity $ 1,259,552 100 $ 1,302,705 100 $ 1,228,923 100

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

~5~

ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars, except earnings per share data) (UNAUDITED)

Three months ended September 30 Three months ended September 30 Three months ended September 30 Three months ended September 30 Nine months ended September 30 Nine months ended September 30 Nine months ended September 30
2021 2020 2021 2020
Items Notes AMOUNT % AMOUNT % AMOUNT % AMOUNT %
4000 Operating revenue 6(16) and 7 $ 218,682 100 $ 201,588 100 $ 530,044 100 $ 528,464 100
5000 Operating costs 6(20)(21)
and 7 ( 105,409 ) ( 48 ) ( 101,816) ( 50 ) ( 326,208) ( 62) ( 323,555) ( 61 )
5950 Gross profit 113,273 52 99,772 50
203,836 38 204,909 39
Operating expenses 6(20)(21)
and 7
6100 Selling expenses (
16,335 ) (
8 ) ( 17,668) ( 9 ) ( 44,640) ( 8) (
48,863) (
9 )
6200 General and administrative
expenses (
16,207 ) (
7 ) ( 20,044) ( 10 ) ( 40,507) ( 8) (
44,989) (
9 )
6300 Research and development
expenses (
21,631 ) (
10 ) ( 20,572) ( 10 ) ( 65,825) ( 12) (
63,620) (
12 )
6450 Reversal of (provision for) 6(20) and
expected credit losses 12(2) (
124)
- 792 - 345 - (
3,822) (
1)
6000 Total operating expenses (
54,297) (
25) ( 57,492) ( 29) ( 150,627) ( 28) ( 161,294) ( 31)
6900 Operating profit 58,976 27 42,280 21 53,209 10 43,615 8
Non-operating income and
expenses
7100 Interest income 6(17) 960 - 1,310 - 2,835 1 5,071 1
7010 Other income 6(18) 98 - 17,828 9 778 - 21,305 4
7020 Other gains and losses 6(19) (
1,834 ) (
1 ) ( 1,772) ( 1 ) ( 10,679) ( 2) (
8,220) (
1 )
7050 Finance costs 6(8) (
192 )
- ( 73) - ( 525) - (
262)
-
7060 Share of profit of associates 6(6)
and joint ventures accounted
for using equity method 10,285 5 5,523 3 22,374 4 10,944 2
7000 Total non-operating income
and expenses 9,317 4 22,816 11 14,783 3 28,838 6
7900 Profit before income tax 68,293 31 65,096 32 67,992 13 72,453 14
7950 Income tax expense 6(22) (
7,852) (
3) ( 8,631) ( 4) ( 10,468) ( 2) (
8,197) (
2)
8200 Profit for the period $ 60,441 28 $ 56,465 28 $ 57,524 11 $ 64,256 12

(Continued)

~6~

ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars, except earnings per share data) (UNAUDITED)

Three months ended Three months ended September 30 Nine months ended Nine months ended Nine months ended September 30 September 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 290 - ( 383) - 5 - ( 906)
-
8399 Income tax relating to 6(22)
components of other
comprehensive income ( 99 ) - 23 - ( 52) - 115 -
8360 Other comprehensive loss
that will be reclassified to
profit or loss 191 - ( 360) - ( 47) - ( 791) -
8500 Total comprehensive income
for the period $ 60,632 28 $ 56,105 28 $ 57,477 11 $ 63,159 12
Profit attributable to:
8610 Owners of the parent $ 60,253 28 $ 56,323 28 $ 57,125 11 $ 64,036 12
8620 Non-controlling interest 188 - 142 - 399 - 220 -
$ 60,441 28 $ 56,465 28 $ 57,524 11 $ 64,256 12
Total comprehensive income
attributable to:
8710 Owners of the parent $ 60,651 28 $ 56,230 28 $ 57,334 11 $ 63,270 12
8720 Non-controlling interest ( 19 ) - ( 125) - 143 - ( 111) -
$ 60,632 28$ 56,105 28 $ 57,477 11 $ 63,159 12
Earnings per share (in dollars)
9750 Basic earnings per share 6(23) $ 1.28 $ 1.19 $ 1.21 $ 1.36
9850 Diluted earnings per share 6(23) $ 1.27 $ 1.18 $ 1.20 $ 1.34

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

~7~

ARES INTERNATIONAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

(UNAUDITED)

Nine months ended September 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 September 30, 2020
Nine months ended September 30, 2021
Balance at January 1, 2021
Profit for the period
Other comprehensive income (loss) for the preiod
Total comprehensive income
Appropriations of 2020 earnings
Legal reserve
Special reserve
Cash dividends
Balance at September 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 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
gains (losses)
from financial
assets measured
at fair value
through other
comprehensive
income
6(15)
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
-
-
-
9,026
-
-
$
68,542
$
7,708
-
-
-
-
1,534
-
$
9,242
$
9,242
-
-
-
-
(
2,900 )
-
$
6,342
$
76,501
64,036
-
64,036
(
7,650 )
(
1,534 )
(
67,316 )
$
64,037
$
90,265
57,125
-
57,125
(
9,026 )

2,900
(
70,881 )
$
70,383
($
4,402 )
-
(
460 )
(
460 )
-
-
-
($
4,862 )
($
4,342 )
-
209
209
-
-
-
($
4,133 )
($
4,841 )
-
(
306 )
(
306 )
-
-
-
($
5,147 )
($
2,000 )
-
-
-
-
-
-
($
2,000 )
$ 742,268
64,036
(
766 )

63,270
-
-
(
67,316 )
$ 738,222
$ 768,185
57,125
209
57,334
-
-
(
70,881 )
$ 754,638
$
3,723
220
(
331 )
(
111 )
-
-
-
$
3,612
$
3,585
399
(
256 )
143
-
-
-
$
3,728
$ 745,991
64,256
(
1,097 )
63,159
-
-
(
67,316 )
$ 741,834
$ 771,770
57,524
(
47 )
57,477
-
-
(
70,881 )
$ 758,366

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

~8~

ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars) (UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES
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 assets

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
Other receivables - related parties
Prepayments
Other current assets
Changes in operating liabilities
Contract liabilities
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Provisions for liabilities - current
Accrued pension liabilities
Cash (outflow) inflow generated from operations
Interest received
Income tax paid
Net cash flows (used in) from operating
activities
Nine months ended September 30
Notes
2021
2020
$
67,992 $
72,453
6(20) and 12(2)
(
345 )
3,822
6(7)(20)
1,951
2,127
6(8)(20)
12,754
12,555
6(20)
224
96
6(17)
(
2,835 ) (
5,071 )
6(8)
525
262
6(6)
(
22,374 ) (
10,944 )
(
51 ) (
1,064 )
(
42,627 ) (
44,576 )
366
1,339
(
2,135 ) (
1,191 )
- (
10 )
(
5,284 ) (
5,444 )
405
10,897
11,107
41,962
-
14
(
242 ) (
1,207 )
(
593 ) (
3,027 )
(
36,453 ) (
27,291 )
(
6,143 )
7,154
(
8,988 ) (
1,842 )
(
32,746 )
51,014
3,157
6,133
(
14,193 ) (
10,758 )
(
43,782 )
46,389

(Continued)

~9~

ARES INTERNATIONAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 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
Financial assets at fair value through other
comprehensive income - proceeds from capital
reduction

Dividends received
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

Cash dividends paid

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
Nine months ended September 30
Notes
2021
2020

($
319,749 ) ($
311,404 )
277,269
283,888
6(5)
-
1,379
6,561
7,521
6(7)
(
1,484 ) (
1,350 )
(
234 )
-
(
209 )
3
(
40 )
-
(
37,886 ) (
19,963 )
6(24)
(
13,135 ) (
12,963 )
6(15)
(
70,881 ) (
67,316 )
(
84,016 ) (
80,279 )
(
165,684 ) (
53,853 )
618,306
538,406
$
452,622 $
484,553

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

~10~

ARES INTERNATIONAL CORP. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 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 November 10, 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’
Note: Earlier application from January 1, 2021 is allowed by the FSC.
January 1, 2021
January 1, 2021
April 1, 2021 (Note)

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 andAmendments StandardsBoard
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:

Ownership (%)

Name of
Name of
Main Business September 30,
Investor
Subsidiary
Activities
2021
Ares International
Corp.
APLUSOFT CO.,
LTD.
Computer
installation and
information
software service

Ares International
Corp.
ARES GROUP
CORP.
Investment
business
100%
Ares International
Corp.
WELJOIN
TECHNOLOGIES
LIMITED (BVI)
Investment
business
100%
December 31, September 30,
2020
2020


100%
100%
100%
100%
Description
Notes 1
and 2
Note 2
Notes 1
and 2

~13~

==> picture [506 x 43] intentionally omitted <==

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

Ownership (%)
Name of Name of Main Business September 30, December 31, September 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
September30,2021
December31,2020

356
$ 366
$ 251,773

370,860
200,493
247,080
452,622
$ 618,306
$
September30,2020
170
$ 269,333

215,050
484,553
$
  • 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 September 30, 2021, December 31, 2020, and September 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
September 30, 2021
Current items:
Time deposits with maturity
over three months
322,246
$ Pledged time deposits
6,385
328,631
$ Interest rate range of time deposits
0.21%~1.95%
December31,2020
September 30, 2020
281,636
$ 315,675
$ 4,575

4,575
286,211
$ 320,250
$ 0.1%~2.45%
0.35%~1.95%
December31,2020
September 30, 2020
281,636
$ 315,675
$ 4,575

4,575
286,211
$ 320,250
$ 0.1%~2.45%
0.35%~1.95%
315,675
$ 4,575
320,250
$
0.35%~1.95%
  • A. Amounts recognised in profit or loss in relation to financial assets at amortised cost are listed below:
below:
Interest income
Interest income
Threemonths ended September30
2021
2020
728
$ 1,030
$ Ninemonths ended September30
2020
1,030
$
2021
1,801
$
2020
3,386
$
  • B. As at September 30, 2021, December 31, 2020, and September 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 $328,631, $286,211 and $320,250, 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

September30,2021 September30,2021 September30,2021 December31,2020 December31,2020 December31,2020 September30,2020 September30,2020 September30,2020
Notes receivable $ 1,109
$ 1,058
$ 1,733
Less: Allowance for uncollectible
accounts - -
-
$ 1,109 $ 1,058
$ 1,733
Accounts receivable $ 110,997
$ 116,166
$ 120,607
Less: Allowance for uncollectible
accounts ( 6,689)
( 7,071)
( 6,080)
$ 104,308
$ 109,095
$ 114,527
A. The ageing analysis of notes and accounts receivable that were past due but not impaired is a
follows:
September 30,2021
Accountsreceivable Notesreceivable
Not past due $ 91,981
$ 1,109
Up to 90 days 7,889 -
91 to 180 days 1,222 -
181 to 271 days 3,777 -
Over 271 days 6,128 -
$ 110,997 $ 1,109
December 31,2020
Accounts receivable 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
September 30,2020
Accountsreceivable Notesreceivable
Not past due $ 101,680
$ 1,733
Up to 90 days 6,717 -
91 to 180 days 5,722 -
181 to 271 days 416 -
Over 271 days 6,072 -
$ 120,607
$ 1,733
  • 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 September 30, 2021, December 31, 2020, and September 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 September 30, 2021, December 31, 2020, and September 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 $105,417, $110,153 and $116,260, respectively.

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

(4) Prepayments

Prepaid project cost
Other prepayments
September30,2021
24,924
$ 4,046

28,970
$
December 31, 2020
September 30, 2020
20,485
$ 26,660
$ 3,201
4,498
23,686
$ 31,158
$

(5) Financial assets at fair value through other comprehensive income-non-current

Items September 30,2021 December 31,2020 September 30,2020
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 September 30, 2021, December 31, 2020, and September 30, 2020, respectively.

  • B. For the three months and nine months ended September 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

September 30,2021 December 31,2020 September 30,2020
Associates:
BLITZ IT CONSULTANTS $ 18,612
$ 15,970
$ 15,659
PTE. LTD.
ARES INTERNATIONAL
(THAILAND) CO., LTD. 5,832
7,909
5,856
ARGO INTERNATIONAL
CORPORATION 26,748 22,260 22,068
M-Power Information Co., Ltd. 51,978
40,665 37,901
$ 103,170 $ 86,804
$ 81,484
  • 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
September 30, December 31, September 30,
of business
2021
2020
2020
Singapore
25.00%
25.00%
25.00%
Thailand
49.00%
49.00%
49.00%
Taiwan
34.83%
34.83%
34.83%
Taiwan
24.39%
24.39%
24.39%
Ownership (%)
Nature of
relationship
-

Note 2

Note 1

Note 2
Method of
measurement
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 September 30, 2021, December 31, 2020, and September 30, 2020, the carrying amounts of the Group’s individually immaterial associates amounted to $103,170, $86,804 and $81,484, respectively.

respectively.
Profit for the period from continuing operations
Other comprehensive income, net of tax
Total comprehensive income
Three months endedSeptember30
2021
10,285
$ -
10,285
$
2020
5,523
$ -
5,523
$

~18~

Ninemonths ended Ninemonths ended September30
2021 2020
Profit for the period from continuing operations 22,374
$
$ 10,944
Other comprehensive income, net of tax -
-
Total comprehensive income 22,374
$
$ 10,944
  • C. For the three months and nine months ended September 30, 2021 and 2020, the Group’s share of profit of associates in the amounts of $10,285, $5,523, $22,374 and $10,944, respectively, were recognised 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 ( 544)
( 1,090)
( 112)
( 84)
( 121)
( 1,951)
Net exchange differences ( 8)
- - - - ( 8)
At September 30 $ 2,283 $ 2,147 $ 99 $ 370 $ 435 $ 5,334
At September 30, 2021
Cost $ 8,781
$ 12,190
$ 1,711
$ 5,717
$ 918
$ 29,317
Accumulated depreciation ( 6,498)
( 10,043)
( 1,612)
( 5,347)
( 483) ( 23,983)
$ 2,283 $ 2,147 $ 99 $ 370 $ 435 $ 5,334

~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 1,350 -
- -
- 1,350
Depreciation charges ( 434)
( 1,241)
( 108)
( 212)
( 132)
( 2,127)
Net exchange differences ( 2)
- - - - ( 2)
At September 30 $ 1,678 $ 3,601
$ 218 $ 142 $ 599 $ 6,238
At September 30, 2020
Cost $ 11,140
$ 12,190
$ 1,681
$ 5,335
$ 918
$ 31,264
Accumulated depreciation ( 9,462)
( 8,589)
( 1,463)
( 5,193)
( 319)
( 25,026)
$ 1,678 $ 3,601
$ 218 $ 142 $ 599
$ 6,238

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
September30,2021
December31,2020
September30,2020
Carryingamount
Carryingamount
Carryingamount
24,876
$ 3,912
$ 8,193
$
2021
2020
Depreciationcharge
Depreciationcharge
4,221
$ 4,288
$ 2021
2020
Depreciation charge
Depreciation charge
12,754
$ 12,555
$ Threemonths ended September30
Ninemonths ended September30
September30,2021
December31,2020
September30,2020
Carryingamount
Carryingamount
Carryingamount
24,876
$ 3,912
$ 8,193
$
2021
2020
Depreciationcharge
Depreciationcharge
4,221
$ 4,288
$ 2021
2020
Depreciation charge
Depreciation charge
12,754
$ 12,555
$ Threemonths ended September30
Ninemonths ended September30
December31,2020
September30,2020
Carryingamount
Carryingamount
3,912
$ 8,193
$
Threemonths ended September30
December31,2020
September30,2020
Carryingamount
Carryingamount
3,912
$ 8,193
$
Threemonths ended September30
2020
Depreciationcharge
4,288
$
2021
2020
Depreciation charge
Depreciation charge
12,754
$ 12,555
$
  • D. For the three months and nine months ended September 30, 2021 and 2020, the additions to rightof-use assets were $0, $2,972, $33,768 and $2,972, 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 September30 Threemonths ended September30
2021
2020
192
$ 73
$ 293
440
485
$ 513
$ Ninemonths ended September30
2020
73
$ 440
513
$
2021
525
$ 1,086
1,611
$
2020
262
$ 783
1,045
$

~22~

  • F. For the nine months ended September 30, 2021 and 2020, the Group’s total cash outflow for leases were $14,221 and $13,746, 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.

(9) Accounts payable

)Other payables

Accounts payable
Project costs payable

Wages and bonus payable
Labor and health insurance fees
payable
Employees’compensation and
directors’ and supervisors’
remuneration payable
Other accrued expenses
September30,2021
11,224
$ 38,324
49,548
$ September 30, 2021
68,915
$ 3,910
9,159
13,470
95,454
$
December31,2020
September30,2020
12,286
$ 10,668
$ 37,504
28,282

49,790
$ 38,950
$ December31,2020
September 30, 2020
93,299
$ 62,654
$ 3,649
3,631
15,380
9,777
19,579
13,586

131,907
$ 89,648
$

(10) Other payables

(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, $864, $2,211 and $2,594 for the three months and nine months ended September 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 $1,810.

  • 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 nine months ended September 30, 2021 and 2020 were $3,180, $3,091, $9,521 and $9,131, 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 nine months ended September 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 nine months ended September 30, 2021 and 2020 were $70, $110, $206 and $239, respectively.

(12) Provisions

Analysis of total provisions:
Balance at January 1
Additional provisions
Used during the period
Unused amounts reversed
Balance at September 30

Current


September30,2021
2,498
$
2021
2020
8,641
$ 1,101
$ 1,878
8,236
2,592)
(
509)
(
5,429)
(
573)
(
2,498
$ 8,255
$ Warranty
December31,2020
September30,2020
8,641
$ 8,255
$

The Group provides warranties on project contract. Provision for warranty is estimated based on historical warranty data.

~24~

(13) Share capital

As of September 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
September 30

At January 1 and
September 30
Treasury share Donated assets
Share premium
transactions
received
92,839
$ 48,738
$ 209
$ 2021
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
YearendedDecember31,2019 YearendedDecember31,2019
Dividend per share
Amount
(indollars)
7,650
$ 1,534
67,316
1.42
$
1.42
$

~26~

(16) Operating revenue

==> picture [468 x 165] intentionally omitted <==

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

Three months ended September 30
Revenue from contracts with customers 2021 2020
Sales revenue $ 11,810 $ 9,659
Services revenue 206,872 191,929
$ 218,682 $ 201,588
Nine months ended September 30
Revenue from contracts with customers 2021 2020
Sales revenue $ 29,418 $ 40,124
Services revenue 500,626 488,340
$ 530,044 $ 528,464
----- 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
September30,2021(Note)
Total segment revenue
Revenue from external customer
contracts
Inter-segment
Timing of revenue recognition
At a point in time
Over time
Three months ended
September30,2020 (Note)
Total segment revenue
Revenue from external customer
contracts
Inter-segment
Timing of revenue recognition
At a point in time
Over time
Asia
14,618
$ 11,679
26,297
$ 1,158
$ 13,460
14,618
$ Asia
28,046
$ 9,140
37,186
$ 1,633
$ 26,413
28,046
$
America
5,470
$ -
5,470
$ -
$ 5,470
5,470
$ America
61
$ -
61
$ -
$ 61
61
$
Taiwan
198,314
$ -
198,314
$ 10,652
$ 187,662
198,314
$ Taiwan
173,043
$ -
173,043
$ 8,026
$ 165,017
173,043
$
Others
280
$ -
280
$ -
$ 280
280
$ Others
438
$ -
438
$ -
$ 438
438
$
Total
218,682
$ 11,679
230,361
$
11,810
$ 206,872
218,682
$
Total
201,588
$ 9,140
210,728
$
9,659
$ 191,929
201,588
$

~27~

==> picture [465 x 348] intentionally omitted <==

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

Nine months ended
September 30, 2021 (Note) Asia America Taiwan Others Total
Total segment revenue
Revenue from external customer $ 53,725 $ 5,610 $ 469,302 $ 1,407 $ 530,044
contracts
Inter-segment 14,932 - - - 14,932
$ 68,657 $ 5,610 $ 469,302 $ 1,407 $ 544,976
Timing of revenue recognition
- -
At a point in time $ 6,931 $ $ 22,487 $ $ 29,418
Over time 46,794 5,610 446,815 1,407 500,626
$ 53,725 $ 5,610 $ 469,302 $ 1,407 $ 530,044
Nine months ended
September 30, 2020 (Note) Asia America Taiwan Others Total
Total segment revenue
Revenue from external customer $ 65,350 $ 216 $ 462,288 $ 610 $ 528,464
contracts
Inter-segment 12,201 - - - 12,201
$ 77,551 $ 216 $ 462,288 $ 610 $ 540,665
Timing of revenue recognition
At a point in time $ 3,537 $ 14 $ 36,573 $ - $ 40,124
Over time 61,813 202 425,715 610 488,340
$ 65,350 $ 216 $ 462,288 $ 610 $ 528,464
----- 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 receipts
from customers
Contract assets - customer contract
Contract liabilities - advance receipts
from customers
September30,2021
126,789
$ 186,317
$ September30,2020
100,643
$ 193,443
$
December31,2020
79,030
$
175,210
$
January1,2020
72,065
$
151,481
$

~28~

(b) Revenue recognised that was included in the contract liability balance at the beginning of the period

period
Threemonths ended September30
2021
2020
Revenue recognised that was included in
the contract liabilities balance at the
beginning of the period
Advance receipts 40,860
$ 27,480
$
Nine months ended September 30
Revenue recognised that was included in 2021
2020
the contract liabilities balance at the
beginning of the period
Advance receipts 81,149
$ 56,623
$
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 September30 Threemonths ended September30
2021
2020
232
$ 280
$ 728
1,030
960
$ 1,310
$ Ninemonths ended September30
2020
280
$ 1,030
1,310
$
2021
1,034
$ 1,801
2,835
$
2020
1,685
$ 3,386
5,071
$

~29~

(18) Other income

Three months ended September 30

Other income (Note)
Commission income
Other income (Note)
2021
2020
98
$ 17,828
$ 2021
2020
259
$ 242
$ 519
21,063

778
$ 21,305
$
Ninemonths ended September30

Note: For the nine months ended September 30, 2020, the Group received government grant income of $17,471 from the Ministry of Economic Affairs as eligible for the ‘Special Act for Relief and Revitalization Measures for Industries Affected by COVID-19 Handled by the Ministry of Economic Affairs’.

(19) Other gains and losses

Other gains and losses
Threemonths ended September 30
2021 2020
Foreign exchange losses ($ 1,834)
($ 1,736)
Miscellaneous disbursements - ( 36)
($ 1,834)
($ 1,772)
Nine months ended September 30
2021 2020
Foreign exchange losses ($ 10,485)
($ 7,985)
Miscellaneous disbursements ( 194)
( 235)
($ 10,679) ($ 8,220)

~30~

(20) Expenses by nature

Expenses by nature
Threemonths ended September30
2021 2020
Employee benefit expense $ 104,860
$ 104,979
Depreciation charges on property,
plant and equipment 640
670
Depreciation charges on right-of-use assets 4,221
4,288
Amortization 79
-
Operating lease payments 293
440
Service fees 3,271
2,580
Outsourcing software 39,547
33,113
Provision for (reversal of) expected credit losses 124
( 792)
Other expenses ( 1,393)
7,082
Cost of sales 8,064 6,948
Operating costs and expenses $ 159,706 $ 159,308
Nine months ended September30
2021 2020
Employee benefit expense $ 305,085
$ 304,084
Depreciation charges on property,
plant and equipment 1,951 2,127
Depreciation charges on right-of-use assets 12,754 12,555
Amortization 224 96
Operating lease payments 1,086 783
Service fees 8,669 6,302
Outsourcing software 114,429 107,216
(Reversal of) provision for expected credit losses ( 345)
3,822
Other expenses 9,965 15,737
Cost of sales 23,017 32,127
Operating costs and expenses $ 476,835
$ 484,849

~31~

(21) 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
2021
2020
87,858
$ 92,040
$ 7,203
5,367
3,987
3,947
5,812
3,625
104,860
$ 104,979
$ 2021
2020
258,652
$ 263,120
$ 22,163
18,915

11,938
11,846
12,332

10,203
305,085
$ 304,084
$ Threemonths ended September30
Nine months ended September 30

As of September 30, 2021 and 2020, the Group had 311 and 310 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 nine months ended September 30, 2021 and 2020, employees’ compensation was accrued at $6,869, $6,578, $6,869 and $7,333, respectively; while directors’ and supervisors’ remuneration was accrued at $2,290, $2,192, $2,289 and $2,444, 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 nine months ended September 30, 2021, 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.

~32~

(22) Income tax

A. Income tax expense

  • (a) Components of income tax expense:
e tax
ome tax expense
Components of income tax expense:
Current tax:
Current tax on profits for the period
Prior year income tax over estimation
Total current tax
Deferred tax:
Origination and reversal of temporary
differences
Income tax expense
Current tax:
Current tax on profits for the period
Tax on undistributed surplus earnings
Prior year income tax under (over) estimation
Total current tax
Deferred tax:
Origination and reversal of temporary
differences
Income tax expense
Threemonths ended September30
2021
2020
4,871
$ 8,525
$ -
117)
(
4,871
8,408
2,981
223
7,852
$ 8,631
$ Ninemonths ended September30
2020
2021
2020
4,871
$ 8,977
$ 663
-
341
123)
(
5,875
8,854
4,593
657)
(
10,468
$ 8,197
$
2020
8,197
$
  • (b) The income tax (charge)/credit relating to components of other comprehensive income and loss is as follows:
loss is as follows:
Threemonths ended September30
2021 2020
Currency translation differences ($ 99)
$ 23
Ninemonths ended September30
2021 2020
Changes in fair value of financial assets at fair $ -
$ 76
value through other comprehensive income
Currency translation differences ( 52)
115
  • B. As of September 30, 2021, the Company’s income tax returns through 2019 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.

~33~

(23) Earnings per share

Earnings per share
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
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
Threemonths ended September30,2021
Weighted average
number of ordinary
shares outstanding
Earnings per share
Amount aftertax
(sharesinthousands)
(indollars)
60,253
$ 47,254
1.28
$ 60,253
$ 47,254
-
319
60,253
$ 47,573
1.27
$ Threemonths ended September30,2020
Earnings per share
(indollars)
1.28
$
1.27
$
Amount aftertax
56,323
$ 56,323
$ -
56,323
$
Weighted average
number of ordinary
shares outstanding
(sharesinthousands)
47,254
47,254
391
47,645
Earnings per share
(indollars)
1.19
$
1.18
$

~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
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
Ninemonths ended September30,2021 Ninemonths ended September30,2021 Ninemonths ended September30,2021
Weighted average
number of ordinary
shares outstanding
Earnings per share
Amount aftertax
(sharesinthousands)
(indollars)
57,125
$ 47,254
1.21
$ 57,125
$ 47,254
-
319
57,125
$ 47,573
1.20
$ Ninemonths ended September30,2020
Earnings per share
(indollars)
1.21
$
1.20
$
Amount aftertax
64,036
$ 64,036
$ -
64,036
$
Weighted average
number of ordinary
shares outstanding
(sharesinthousands)
47,254
47,254
391
47,645
Earnings per share
(indollars)
1.36
$
1.34
$

~35~

(24) Changes in liabilities from financing activities

2021 2021 2020 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 ( 13,135)
( 13,135)
( 12,963)
( 12,963)
Impact of changes in foreign
exchange rate ( 50)
( 50)
( 344)
( 344)
Changes in other non-cash items 34,292 34,292 3,234
3,234
At September 30 25,107
$
$ 25,107
$ 8,389 8,389
$
RELATED PARTY TRANSACTIONS
(1)Names of related parties and relationship
Names of related parties Relationship with theCompany
ARGO INTERNATIONAL CORPORATION Associate
M-Power Information Co., Ltd. Associate
ARES INTERNATIONAL (THAILAND) CO., LTD. Associate
MiTAC INC. Key management
SHUTTLE INC. Other related party

7. RELATED PARTY TRANSACTIONS

(2) Significant related party transactions

A. Operating revenue

Sales of goods:
-Other related parties
-Key management
Sales of goods:
-Other related parties
-Key management
Three months ended September 30 Three months ended September 30
2021
2020
-
$ 68
$ 232
94
232
$ 162
$ Ninemonths ended September30
2020
68
$ 94
162
$
2021
45
$ 832
877
$
2020
622
$ 184
806
$

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 of goods:
-Associates
Purchases of services:
-Associates
Purchases of goods:
-Associates
Purchases of services:
-Associates
2021
2020
-
$ -
$ 49

1,290
49
$ 1,290
$ 2021
2020
45
$ 1,292
$ 10,420

16,608
10,465
$ 17,900
$ Threemonths ended September30
Nine months ended September 30
  • (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 of 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 of 60 days after monthly billings, other terms would be available to third parties.

  • C. Receivables from related parties

-MiTAC INC.
-ARGO
INTERNATIONAL
CORPORATION
Other receivables
-ARGO
INTERNATIONAL
CORPORATION
Accounts receivable
September30,2021
316
$ -
316
$ -
$
December31,2020

-
$ 682
682
$ -
$
September30,2020
-
$ -
-
$
10
$

~37~

D. Payables to related parties

E. Prepayments
-ARGO
INTERNATIONAL
CORPORATION
-M-Power Information
Co., Ltd.
Accounts payable

Associates
September30,2021
13
$ -
13
$
September30,2021

62
$
December 31, 2020
532
$ 74

606
$ December 31, 2020

-
$
September 30, 2020
235
$ -

235
$ September30,2020
60
$
  • 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 $62 and $60 as of September 30, 2021 and 2020, respectively, and recognised in operating expenses amounting to $186 and $180 for the nine months then ended, respectively.

  • G. The Group paid the service fee to an associate. For the three months and nine months ended September 30, 2021 and 2020, operating expense was recognised amounting to $0, $0, $51 and $60, respectively.

(3) Key management compensation

Key management compensation
Salaries and other short-term employees' benefits
Salaries and other short-term employees' benefits
Three months ended September 30
2021
2020
13,687
$ 16,708
$ Ninemonths ended September30
2020
16,708
$
2021
41,224
$
2020
43,502
$

~38~

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)
Bookvalue September30,2020
Purpose
4,575
$ Bid bond
38,899
Bid bond and
performance
bond
7,679
Guarantees
provided
for leasing
51,153
$
Purpose
September30,2021
6,385
$ 45,809
7,655
59,849
$
December31,2020

4,575
$ 46,214
7,447
58,236
$

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT

COMMITMENTS

(1) Contingencies

None.

(2) Commitments

  • A. Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:

September 30, 2021 December 31, 2020 September 30, 2020 Software products $ 4,757 $ 9,311 $ 8,258

  • B. As of September 30, 2021, December 31, 2020 and September 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 Group participated in the capital increase of M-Power Information Co., Ltd. and acquired 414,549 shares proportionally to its interest for a cash consideration of $7,047 on October 1, 2021 as resolved by the Board of Directors on September 29, 2021. The effective date of capital increase was set on October 5, 2021.

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.

~39~

(2) Financial instruments

A. 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
Other receivables due
from related parties
Guarantee deposits paid
(shown as other current
assets)
Guarantee deposits paid
(shown as other non-
current assets)

Financial liabilities
Financial liabilities at
amortised cost
Notes payable
Accounts payable
Accounts payable to
related parties
Other payables
Lease liabilities
September30,2021
-
$ 452,622
328,631
1,109
104,308
316
1,068
-
45,809
7,655
941,518
$ September30,2021
-
$ 49,548
13
95,454
25,107
170,122
$
December31,2020

-
$ 618,306
286,211
1,058
109,095
682
1,397
-
46,214
7,447
1,070,410
$ December31,2020

-
$ 49,790
606
131,907
4,000
186,303
$
September30,2020
24
$ 484,553
320,250
1,733
114,527
-
1,320
10
38,899
7,679
968,995
$ September30,2020
14
$ 38,950
235
89,648
8,389
137,236
$

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.

~40~

  • 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:

values would be materially affected by the exchange rate fluctuations is as follows: values would be materially affected by the exchange rate fluctuations is as follows:
Foreign currency
amount
Exchange
Book value
(inthousands)
rate
(NTD)
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD
8,694
$ 27.85
242,128
$ HKD:NTD
13,928
3.58
49,862
AUD:NTD
481
20.07
9,654
EUR:NTD
114
32.32
3,684
RMB:NTD
20,572
4.31
88,665
Non-monetary items
USD:NTD
2,413
27.85
67,202
THB:NTD
7,040
0.83
5,843
September 30, 2021
Exchange
Book value
rate
(NTD)
27.85
242,128
$ 3.58
49,862
20.07
9,654
32.32
3,684
4.31
88,665
27.85
67,202
0.83
5,843








~41~

December 31, 2020

December31,2020 December31,2020
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
Foreign currency
amount
Exchange
Book value
(inthousands)
rate
(NTD)
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD
7,963
$ 29.10
231,723
$ HKD:NTD
11,169
3.75
41,884
AUD:NTD
480
20.72
9,946
EUR:NTD
114
34.15
3,893
RMB:NTD
20,562
4.27
87,800
Non-monetary items
USD:NTD
540
29.10
15,714
THB:NTD
6,336
0.92
5,829
September 30, 2020
Exchange
Book value
rate
(NTD)
29.10
231,723
$ 3.75
41,884
20.72
9,946
34.15
3,893
4.27
87,800
29.10
15,714
0.92
5,829








~42~

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.

Threemonths ended September30,2021 Threemonths ended September30,2021 Threemonths ended September30,2021 Threemonths ended September30,2021
Exchange gain(loss)
Foreign currency amount Exchange Book value
(Inthousands) rate (NTD)
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD 27.85 ($ 2,741)
HKD:NTD 3.58 ( 989)
AUD:NTD 20.07 48
EUR:NTD 32.32 56
RMB:NTD 4.31 ( 685)
Threemonths ended September30,2020
Exchangeloss
Foreign currency amount Exchange Book value
(Inthousands) rate (NTD)
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD 29.10 ($ 1,002)
HKD:NTD 3.75 ( 369)
AUD:NTD 20.72 577
EUR:NTD 34.15 ( 119)
RMB:NTD 4.27 ( 3,381)
Ninemonths ended September30,2021
Exchangegain(loss)
Foreign currency amount Exchange Book value
(Inthousands) rate (NTD)
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD 27.85 ($ 52)
HKD:NTD 3.58 140
AUD:NTD 20.07 418
EUR:NTD 32.32 94
RMB:NTD 4.31 ( 97)

~43~

Ninemonths ended September30,2020 Ninemonths ended September30,2020 Ninemonths ended September30,2020 Ninemonths ended September30,2020
Exchangeloss
Foreign currency amount Exchange Book value
(In thousands) rate (NTD)
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD 29.10 $ 3,735
HKD:NTD 3.75 420
AUD:NTD 20.72 ( 237)
EUR:NTD 34.15 ( 123)
RMB:NTD 4.27 ( 2,122)
  • 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%
2,421
$ -
$ HKD:NTD
1.00%
499
-
AUD:NTD
1.00%
97
-
EUR:NTD
1.00%
37

-
RMB:NTD
1.00%
887
-
Non-monetary items
USD:NTD
1.00%
-
672
THB:NTD
1.00%
-
58
Nine months ended September 30, 2021
Sensitivity analysis
Nine months ended September 30, 2021
Sensitivity analysis
Effect on
profit or loss
2,421
$ 499
97
37

887
-
-
Effect on other
comprehensive
income
-
$ -
-
-
-
672
58








~44~

==> picture [421 x 254] intentionally omitted <==

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

Nine months ended September 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% $ 2,317 $ -
HKD:NTD 1.00% 419 -
AUD:NTD 1.00% 99 -
EUR:NTD 1.00% 39 -
RMB:NTD 1.00% 878 -
Financial liabilities
Monetary items
USD:NTD 1.00% - 157
THB:NTD 1.00% - 58
----- 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 nine months ended September 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

~45~

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 the 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 September 30, 2021, December 31, 2020, and September 30, 2020, the provision matrix and loss rate methodology are as follows:

Group1
September 30, 2021
Expected loss rate
Total book value
Loss allowance
Not
past due
0%
78,493
$ 3
$
Up to 90
days
0.05%~
0.26%
7,889
$ 11
$
91-180
days
0.56%~
5.27%
1,222
$ 28
$
181-270
days
14.99%~
58.33%
3,777
$ 519
$
Over 270
days
100%
6,128
$ 6,128
$
Total
97,509
$ 6,689
$

~46~

==> picture [434 x 474] intentionally omitted <==

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

Not Up to 90 91-180 181-270 Over 270
Group 1 past due days days days days Total
December 31, 2020
Expected loss rate 0% 0.01%~ 0.07%~ 0.66%~ 100%
0.04% 0.22% 16.23%
Total book value $ 78,472 $ 11,297 $ 1,386 $ - $ 7,067 $ 98,222
Loss allowance $ 1 $ 2 $ 1 $ - $ 7,067 $ 7,071
Not Up to 90 91-180 181-270 Over 270
Group 1 past due days days days days Total
September 30, 2020
Expected loss rate 0% 0.01%~ 0.07%~ 0.66%~ 100%
0.04% 0.22% 16.23%
Total book value $ 84,288 $ 6,717 $ 5,722 $ 416 $ 6,072 $ 103,215
Loss allowance $ 1 $ 1 $ 3 $ 3 $ 6,072 $ 6,080
Group 2 Group 3 Total
September 30, 2021
Expected loss rate 0% 0%
Total book value $ 10,223 $ 3,265 $ 13,488
Loss allowance $ - $ - $ -
Group 2 Group 3 Total
December 31, 2020
Expected loss rate 0% 0%
Total book value $ 11,273 $ 6,671 $ 17,944
Loss allowance $ - $ - $ -
Group 2 Group 3 Total
September 30, 2020
Expected loss rate 0% 0%
Total book value $ 11,510 $ 5,882 $ 17,392
Loss allowance $ - $ - $ -
----- End of picture text -----

Group 1: General business

Group 2: Government-owned corporation

Group 3: Government organisations

As of September 30, 2021, December 31, 2020, and September 30, 2020, contract assets amounted to $126,789, $79,030 and $100,643, respectively, and loss allowance was $0 if measured at expected credit loss rate of 0%.

~47~

  • ix. Movements in relation to the group applying the simplified approach to provide loss allowance for accounts receivable and contract assets are as follows:
2021
Accounts
receivable Contract assets Notes receivable
At January 1 $ 7,071
$ -
$ -
Reversal of impairment loss ( 345)
-
-
Effects of foreign exchange ( 37)
-
-
At September 30 $ 6,689
$ -
$ -
At January 1
Impairment loss
Effects of foreign exchange
At September 30
Accounts
receivable
2,255
$ 3,822
3
6,080
$
Contract assets
Notes receivable
-
$ -
$ -
-

-

-
-
$ -
$ 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:
September 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
49,092
$ 13
62,616
4,343
Less than
3months
48,774
$ 606
83,767
2,096
Between 3
months and2years
456
$ -
30,678
19,463
Between 3
months and2years
1,016
$ -
48,140
1,942
Between 2 and
5 years
-
$ -
2,160
1,999
Between 2 and
5 years
-
$ -
-
-

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==> picture [420 x 29] intentionally omitted <==

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

Non-derivative financial liabilities: Less than Between 3 Between 2 and
September 30, 2020 3 months months and 2 years 5 years
----- End of picture text -----

Notes payable $ 14
$ -
$ -
Accounts payable 38,850 100
-
Accounts payable to
related parties 235 - -
Other payables 59,704 29,944
-
Lease liabilities 4,439 4,028
-

(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:

September 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
-
$
Level3
-
$ Level3
-
$
Total
-
$
Total
-
$

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==> picture [453 x 87] intentionally omitted <==

  • 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 nine months ended September 30, 2021 and 2020, there was no transfer between Level 1 and Level 2.

  • F. For the nine months ended September 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, the

~50~

pandemic had 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.

~51~

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:

Nine months ended September 30, 2021:

Financial
Commercial business Project
segment segment segment Total
Revenue from external customers $ 254,359
$ 151,865
$ 123,820
$ 530,044
Inter-segment revenue 14,932 - -
14,932
Total segment revenue $ 269,291
$ 151,865 $ 123,820 $ 544,976
Segment income (loss) $ 49,767 $ 13,679 $ 4,695 $ 68,141
Segment income (loss), including:
Depreciation and amortisation ($ 6,434) ($ 5,675) ($ 2,820) ($ 14,929)

Nine months ended September 30, 2020:

Financial
Commercial business Project
segment segment segment Total
Revenue from external customers $ 263,102
$ 175,828
$ 89,534
$ 528,464
Inter-segment revenue 12,201 - - 12,201
Total segment revenue $ 275,303 $ 175,828 $ 89,534 $ 540,665
Segment income (loss) $ 36,354 $ 12,215 $ 7,247 $ 55,816
Segment income (loss), including:
Depreciation and amortisation ($ 6,144) ($ 5,559) ($ 3,075) ($ 14,778)

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.

~52~

(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 182] intentionally omitted <==

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

Nine months ended September 30
Profit or loss 2021 2020
Total reportable segment revenue $ 544,976 $ 540,665
Write-off of inter-segment revenue ( 14,932) ( 12,201)
Operating revenue $ 530,044 $ 528,464
Nine months ended September 30
Profit or loss 2021 2020
Segment income $ 68,141 $ 55,816
Adjustments and write-offs ( 14,932) ( 12,201)
Non-operating income and expenses 14,783 28,838
Income before tax from continuing operations $ 67,992 $ 72,453
----- End of picture text -----

~53~

Ares International Corp. and Subsidiaries

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

Nine months ended September 30, 2021

Securities held by
Table 1
Marketable securities(Note 1) Relationship with the
securities issuer(Note 2)
General
ledger account
As ofSeptember30,2021 As ofSeptember30,2021 (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) Nine months ended September 30, 2021

Table 2

Expressed in thousands of NTD (Except as otherwise indicated)

Investor Investee(Notes 1 and 2) Location Main business activities Initial investment amount Initial investment amount Shares held as atSeptember30,2021 Shares held as atSeptember30,2021 Shares held as atSeptember30,2021 Net profit (loss)
of the investee for
the nine months
ended September
30, 2021 (Note
2(2))
Investment income (loss)
recognised by the
Company for the nine
months ended September
30,2021(Note 2(3))
Footnote
Balance
as at September
30,2021
Balance
as at December
31,2020
Number of
shares
Ownership (%) Bookvalue
Ares International Corp.
Ares International Corp.
Ares International Corp.
Ares International Corp.
APLUSOFT CO., LTD.
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
2,926,232
1,500,000
1,470,000
50,000
1,120,000
484,000
34.83
24.39
100
49
100
100
25
26,748
$ 51,978
18,932
5,832
48,529
18,671
18,612
24,727
$ 56,384
1,087
2,263)
(
8,767
1,120
4,479
8,612
$ 13,752
1,087
1,109)
(
8,767
Note 3
Note 3
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 September 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 nine months ended September 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 nine months ended September 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 1 Page 1

Ares International Corp. and Subsidiaries Information on investments in Mainland China Nine months ended September 30, 2021

Table 3

Expressed in thousands of NTD (Except as otherwise indicated)

Investment flows

Investeein Mainland China Main business
activities
Paid-in capital
(Note 3)
Investment
method
Beginning
balance of
accumulated
outflow of
investment from
Taiwan
Remitted to
Mainland
China
Remitted
back to
Taiwan
Ending balance of
accumulated
outflow of
investment from
Taiwan
Net income of
investee for the
nine months
ended September
30,2021
Ownership
held by
the Company
(direct or
indirect)
Investment income
(loss) recognised
by the Company
for the nine months
ended September 30,
2021
(Note2)
Book value of
investments in
Mainland China
as of September
30,2021
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
September 30,
2021
Note
APLUSOFT (SUZHOU)
CORPORATION.
Research and
development of
enterprise
management
software and sale of
self-produce
product of the
Company
$ 25,228 Note 1 $ 23,806 - - $ 23,806 9,691
$
95.88 9,292
$
$ 40,584 - Note 4

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).

Note 4: In August 2021, APLUSOFT (SUZHOU) CORPORATION remitted its earnings amounting to RMB1,100,031.24 to the investee in the third area, WELJOIN TECHNOLOGIES LIMITED (BVI).

Companyname Accumulated
amount of
remittance from
Taiwan to Mainland
China
as of September 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
$
452,783
$

Table 1 Page 1

Table 4
Name of major shareholders
Ares International Corp. and Subsidiaries
Major shareholders information
September 30, 2021
Shares
Ares International Corp. and Subsidiaries
Major shareholders information
September 30, 2021
Shares
Name of shares held Ownership (%)
YU, HONG-YANG $ 3,558,449 7.53%

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.

  • (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 1 Page 1