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Aurora — Annual Report 2020
Jul 27, 2021
52038_rns_2021-07-27_a9a36adf-9779-40bf-a733-f120bceda456.pdf
Annual Report
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Stock Code: 2373
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Aurora Corporation
2020 Annual Report (Translation)
April 19, 2021
The Annual Report is available at: http:// mops.twse.com.tw/ http://www.aurora.com.tw/
1. Spokesperson
Name: Ma Chih-Hsien Title: Spokesperson Tel: (02)2345-8088 Email: [email protected]
Deputy Spokesperson: Name: Wang Yu-Chih Title: Director Tel: (02)2345-8088 Email: [email protected]
- Contact Information of Headquarters, Branches and Plants
| Item Headquarters Branches Office Equipment Division Furniture Division Furniture Factory Cloud Service Division |
Address | Telephone |
|---|---|---|
| 15F, No. 2, Section 5, Xinyi Road, Taipei City 15F, No. 2, Section 5, Xinyi Road, Taipei City 10F, No. 156, Jiankang Road, Taipei City No. 13, Youqi Road, Dajia District, Taichung City 15F, No. 2, Section 5, Xinyi Road, Taipei City |
(02)2345-8088 (02)2345-8008 (02)5581-8588 (04)2681-5990 (02)2345-8066 |
- Contact Information of Stock Transfer Agency
Name: Yuanta Securities Co., Ltd. Address: B1, No. 210, Section 3, Chengde Road, Taipei City 103432 Website: http://www.yuanta.com.tw Tel: (02)2586-5859
- Contact Information of the CPAs for the Latest Financial Statements
Name: Chih Rui-Chuan and Hsieh Chien-Hsin Accounting Firm: Deloitte & Touche 20F, No. 100, Songren Road, Xinyi District, Taipei City 11016 Website: http://www.deloitte.com.tw Tel: (02)2725-9988
- Overseas Securities Exchange Where Securities Are Listed and Method of Inquiry: None
6. Company Website: http://www.aurora.com.tw
Notice to readers
The reader is advised that this annual report has been prepared originally in Chinese. In the event of a conflict between this annual report and the original Chinese version or difference in interpretation between the two versions, the Chinese language annual report shall prevail.
Contents
| Contents | ||
|---|---|---|
| **1. ** | Letter to Shareholders | 1 |
| **2. ** | Company Profile | 3 |
| a. Date of Incorporation | 3 | |
| b. Company History | 3 | |
| **3. ** | Corporate Governance Report | 7 |
| a. Organizational System | 7 | |
| b. Information on the Directors, President, Vice Presidents, Assistant Vice Presidents, | 8 | |
| and Supervisors of Divisions and Branch Units | ||
| c. Remuneration Paid to the Directors, President, and Vice Presidents | 15 | |
| d. Implementation of Corporate Governance | 19 | |
| e. Information on CPA Professional Fees | 53 | |
| f. Information on Replacement of CPAs | 54 | |
| g. The Chairman, President, or Any Managerial Officer in Charge of Finance or | 54 | |
| Accounting Matters in the Most Recent Fiscal Year Holding a Position at the CPAs' | ||
| Accounting Firm or an Affiliate of the Accounting Firm | ||
| h. Any Transfer of Equity Interests and/or Pledge of or Change in Equity Interests | 54 | |
| (during the Most Recent Fiscal Year and during the Current Fiscal Year Up to the | ||
| Date of Publication of the Annual Report) by a Director, Managerial Officer, or | ||
| Shareholder with a Stake of More than 10% | ||
| i. Relationship among the 10 Largest Shareholders | 56 | |
| j. Total Number of Shares and Total Equity Stake Held in Any Single Enterprise by | 59 | |
| Aurora, Its Directors, Managerial Officers, and Any Companies Controlled Directly | ||
| or Indirectly by Aurora | ||
| **4. ** | Capital Overview | 60 |
| a. Capital and Shares | 60 | |
| b. Corporate Bonds | 65 | |
| c. Preferred Shares | 65 | |
| d. Global Depository Receipts | 65 | |
| e. Employee Stock Options | 65 | |
| f. New Restricted Employee Shares | 65 | |
| g. Issuance of New Shares in Connection with Mergers or Acquisitions or with | 65 | |
| Acquisitions of Shares of Other Companies | ||
| h. Implementation of Capital Allocation Plans | 65 | |
| **5. ** | Operational Highlights | 66 |
| a. Business Activities | 66 | |
| b. Analysis of Market and Production and Marketing Situation | 71 | |
| c. Information on Employees for the Two Most Recent Fiscal Years and during the | 75 | |
| Current Fiscal Year Up to the Date of Publication of the Annual Report | ||
| d. Disbursements for Environmental Protection | 75 | |
| e. Labor Relations | 76 | |
| f. Important Contracts | 78 | |
| **6. ** | Financial Information | 80 |
| a. Condensed Balance Sheets and Statements of Comprehensive Income for the Past | 80 | |
| Five Fiscal Years | ||
| b. Financial Analyses for the Past Five Fiscal Years | 84 |
| c. Audit Committee's Review Report on Financial Statements for the Most Recent |
87 | |
|---|---|---|
| Fiscal Year | ||
| d. Financial Statements for the Most Recent Fiscal Year |
88 | |
| e. Parent Company Only Financial Statements for the Most Recent Fiscal Year, Audited |
179 | |
| by CPAs | ||
| f. Effect on the Financial Position of Any Financial Difficulties Experienced by Aurora |
260 | |
| and Its Affiliates in the Most Recent Fiscal Year and during the Current Fiscal Year | ||
| Up to the Date of Publication of the Annual Report | ||
| **7. ** | Review and Analysis of Financial Position and Operating Performance, and Listing |
261 |
| of Risks | ||
| a. Financial Position |
261 | |
| b. Financial Performance |
262 | |
| c. Cash Flows |
263 | |
| d. Effect on Financial Operations of Any Major Capital Expenditures during the Most |
263 | |
| Recent Fiscal Year | ||
| e. Reinvestment Policy for the Most Recent Fiscal Year, Main Reasons for |
264 | |
| Profits/Losses Generated Thereby, Plan for Improving Re-investment Profitability, | ||
| and Investment Plans for the Coming Year | ||
| f. Risk Analysis and Assessment for the Most Recent Fiscal Year and during the |
264 | |
| Current Fiscal Year Up to the Date of Publication of the Annual Report | ||
| g. Other Important Matters |
266 | |
| **8. ** | Special Disclosure |
267 |
| a. Information on Affiliates |
267 | |
| b. Private Placement of Securities during the Most Recent Fiscal Year and during the |
272 | |
| Current Fiscal Year Up to the Date of Publication of the Annual Report | ||
| c. Holding or Disposal of Shares in Aurora by Subsidiaries during the Most Recent |
272 | |
| Fiscal Year and during the Current Fiscal Year Up to the Date of Publication of the | ||
| Annual Report | ||
| d. Other Supplementary Information |
272 | |
| e. Situations Listed in Subparagraph 2, Paragraph 3, Article 36 of the Securities and |
272 | |
| Exchange Act, which Might Materially Affect Shareholders' Equity or the Price of the | ||
| Securities, Occurring during the Most Recent Fiscal Year and during the Current | ||
| Fiscal Year Up to the Date of Publication of the Annual Report |
1. Letter to Shareholders
Dear shareholders,
Looking back to 2020, due to the impact of the COVID-19 pandemic, the overall economic environment shows a trend of "squat lower first, and then jump higher." With the stable development of the cross-strait business operation, the overall profitability of Aurora has also shown growth. We hereby present the 2020 Business Results and the 2021 Business Plan:
a. 2020 Business Results
1) Business Results
For the fiscal year of 2020, the consolidated net revenue was NT$12,950,974 thousand and the net profit after tax was NT$1,438,309 thousand. The earnings per share after tax was NT$6.40. The comparison of profit or loss for the two fiscal years is as follows:
(In Thousands of New Taiwan Dollars)
| Item/Year | 2020 | 2019 | Increase (Decrease) |
Growth Rate | |
|---|---|---|---|---|---|
| Operating Revenue |
Consolidated | 12,950,974 | 13,605,113 |
(654,139) |
-5% |
| Parent company only | 3,174,613 | 3,146,934 |
27,679 |
1% | |
| Net Profit after Tax (Attributable to Owners of the Parent) |
1,438,309 |
1,374,792 |
63,517 |
5% |
|
| Earnings per Share after Tax (NT$) | 6.40 |
6.12 |
0.28 |
- |
Note: In terms of the consolidated financial structure, the current ratio was 165% and the liability ratio (as a proportion of assets) was 51%. Both ratios were financially sound.
2) Review of Operating Performance
Aurora's main operation performance in 2020 included:
- ⚫ The Aurora i Space Intelligent Application Center was established in Taiwan to provide a variety of intelligent office operation solutions, bringing technology applications into office space planning and creating a new smart business and teaching environment.
- ⚫ The Aurora Cloud in Taiwan launched an industry-academia cooperation with the Graduate Institute of Human Resource Management of National Central University to nurture future digital human resource (HR) professionals through teaching and introducing HR cloud systems.
- ⚫ The OA company in mainland China succeeded in expanding the A4 device market and successfully grasped the trend of working from home. The number of A4 device sold soared in 2020.
- ⚫ In mainland China, the furniture company launched "Activa Solution," covering the office space solutions and intelligent experience in five office operation modes, namely, collaboration, focus, social interaction, relaxing, and learning.
- ⚫ The construction of the Aurora Jiangsu Intelligent Park is expected to drive green production and smart manufacturing, as well as improve overall production efficiency and fulfill Aurora's environmental and social responsibility.
-
b. Overview of the 2021 Business Plan and Future Development Strategies
-
1) Prediction of Impact from External Competition and Overall Business Environment and Countermeasures
As countries around the world begin to immunize the general public against COVID-19, the
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pandemic will gradually become less severe; major international forecasting institutions believe that the growth of global economic and trade will be significantly better in 2021 than that in 2020. The COVID-19 pandemic is a significant turnaround to the overall economic environment and a rare opportunity for Aurora. To this end, we focus on our core strategies. Our business in Taiwan focuses on intensive and detailed operation, while our business in mainland China focuses on development and expansion of operation scale. In addition, the intelligent transformation of various industries is also an inevitable trend. Aurora has also carried out digital transformation and gradually established digital core platforms and resources systems to continuously strengthen the overall competitiveness.
-
2) Development Strategies for Each Segment
-
a) OA:
-
i. Consolidate the operation and develop new resources of businesses, and continue to accumulate the number of operating machines and income from supply of services to enhance the production value of our employees.
-
ii. Combine solutions with printing equipment (A3/A4/PP machines, etc.) to provide customers with an efficient, innovative and intelligent office environment.
-
iii. Integrate Internet of Things (IoT), cloud, and remote service platforms to consolidate innovate service capabilities and improve the level of customer satisfaction.
-
b) Furniture:
-
i. Strengthen brand management, improve the concept of Activa and the development of trending products, and provide intelligent space solutions and exceptional office operation experience based on customer needs.
-
ii. Speed up the upgrading of main products, and continue to cooperate with international master designers to develop new products, so as to create differentiation, optimize product strength, and widen the gap with competitors.
-
iii. Deepen the research on the digital office model of big data, artificial intelligence (AI), and the IoT, and cooperate with quality suppliers to generate synergies and create an ecological chain based on industrial innovation.
c) 3D:
-
i. Analyze the scenarios and processes of 3D printing used by customers, integrate hardware and software products, form total solutions based on industry sectors, create differentiation, and enhance competitiveness.
-
ii. Increase the promotion of desktop-level products, improve the product portfolio, and fully meet the needs of customers.
c. Conclusion
Despite the impact of the COVID-19 pandemic in 2020, we have still seen profitable growth and accumulated an even more solid operating foundation, thanks to the support of our shareholders and the efforts of our colleagues. In 2021, Aurora will keep making forward-looking plans, pressing ahead with correct strategies and action plans, and implementing innovation and talent cultivation. With teamwork, Aurora will do its best to expand the scale of operations, deliver better performance to share with shareholders, give back to society, and fulfill the corporate social responsibility.
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2. Company Profile
a. Date of Incorporation
Founded in October 1965, Aurora mainly engages in the sales of office equipment and furniture. In addition to various well-known brands, Aurora sells its own brand to meet customers’ needs, increases opportunities for repurchase, establishes brand loyalty and lays the foundation for corporate sustainability.
b. Company History
-
1965 Founded
-
1970 • Introduced electronic photocopiers
-
Launched the Corporate Identity System (CIS)
-
1971 Issued the Aurora Monthly
-
1975 Implemented the Profit Center System branch-wide
-
1985 Introduced a new CIS that symbolizes corporate sustainability in celebration of the 20th anniversary
-
1990 Established the Furniture Division; "Aurora" won the Brand of the Year Award
-
1991 Went listed
-
1995 Established the "Aurora Office Parks" in Jiading, Shanghai
-
1997 Established Aurora Telecom Chain Stores to expand distribution channels
-
1999 Changed the classification of securities trading from department stores to electronics
-
2000 Demerged Aurora Office Furniture Co., Ltd. Shanghai (Aurora Furniture) from Aurora Office Equipment Co., Ltd. Shanghai
-
2003 Reinvested in Aurora Office Automation Sales Co., Ltd. Shanghai (Aurora OA)
-
2006 • Reinvested in Aurora Telecom Co., Ltd.
-
"Aurora" won the "China Famous Trade Mark" in October
-
2009 Merged Aurora System Co., Ltd. and Heng Rong Industry Co., Ltd.
-
2010 Was the first Taiwanese company to attend the Expo Shanghai China in 160 years 2011 Was the first furniture brand to be entitled the "High-tech Enterprises" in China 2012 • Previewed the Aurora Museum and "BVLGARI - 125 Years of Italian Magnificence" in Shanghai
-
Established Aurora Home Furniture Co., Ltd. as a joint venture with FURSYS Group, South Korea
-
2013 • Launched "Aurora 3D Printer" in Taiwan with the Industrial Technology Research Institute, becoming the industry's only company marketing 2D and 3D printers; became the sole agent of Stratasys, the global leader in 3D printing, for Idea Series in mainland China
-
Won 3 awards in the "8th Asia Brand Ceremony" (Top 10 Most Valuable Chinese Brands, Top 10 Chinese Brand Innovator Award, and Asian Brand Management Excellent Personality Award)
3
-
Aurora OA won 3 awards in the "8th China's Excellence in Customer Service Awards" (China's Best Customer Service Awards, China's Best Service Management Awards, China's Best Call Centre and Customer Service Awards)
-
2014 • Established the Cloud Service Division and launched "Aurora Cloud Service" to create a new market
-
Invested in General Integration Technology Co., Ltd. in October to develop the 3D printing market in Taiwan and mainland China
-
Aurora 3D Printer F1, Superb Jade Series - Supervisor Table, and PLANE won the 23rd Taiwan Excellence Awards
-
Aurora 3D Printer F1 won the IT Month's "Top 100 Innovative Product Awards"
-
Received 3 awards from Jiading New City, Shanghai (Best Contribution Award, Best Charity Award, and Best Innovation Award)
-
Aurora Furniture won the 7th Shanghai Technology Innovation Awards
-
Won 4 awards in the 9th China's Excellence in Customer Service Awards (China's Best Customer Service Provider Awards, China's Best Service Management Awards, China's Best Customer Service Awards, and China's Best Call Centre and Customer Service Awards)
-
Won the 2013 Shanghai Top 30 Best Employers Awards
-
Aurora Multi-Functional Photocopier won the China Famous Trade Mark, making Aurora a company to win this title in furniture and office automation
-
Aurora Furniture once again was entitled the "High-tech Enterprises"
-
2015 • Aurora Group set up "Y.T. Chen Charitable Trust" to commend outstanding social welfare organizations and provide them long-term, stable resources
-
Exhibited Aurora 3D Printer F1 in the Taiwan Excellence Center, HSR stations, and airports
-
Aurora Group won the "1st Cross-Strait Outstanding Contribution Enterprise Awards"
-
2016 • Aurora Group teamed up with Taiwan University of Chinese Medical and Shanghai Jiao Tong University to establish a 3D printing healthcare platform
-
Established Aurora Cloud Print in Shanghai to provide printing services for businesses
-
Aurora Group won the "2016 Cross-Strait Outstanding Performance Awards"
-
Established Ever Young Biodimension Corporation (Ever Young Biodimension) with Taiwan University of Chinese Medical to provide 3D digital medical service
-
Established KM Developing Solutions Co., Ltd. (KM Developing) with Konica Minolta Inc., Japan targeting the high-end printing market
-
Aurora OA won the "2016 Service Design Awards," "Product of the Year Awards," and "The Maker's Choice Awards in Annual Technology Ceremony"
-
2017 • Established the Aurora (Shanghai) Cloud Technology Co., Ltd. (Aurora Cloud Technology) to sell "Aurora Cloud on-line Mall"
-
Aurora OA won the "National Industrial Brand Cultivation Enterprises," "Five-star Customer Service Certification," "China's Top 10 Office Furniture
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Brand," and "Recognized By china-cbn — The Best Company for Career Growth"
-
Aurora OA won the "Certificate of Enterprise Credit Grade AAA"
-
Worked with Foxconn Technology Group to build "O2O Complex Channels"
-
Aurora Office Automation Corporation and Aurora Corporation won the "Business Entity Issuing Electronic Invoicing Award"
-
Ever Young Biodimension signed a contract with Materialise to introduce Mimics, a medical 3D solution and module, creating Taiwan's only 3-in-1 service model of course training, professional certification, and software and hardware
2018
-
Opened the AURORA x ESTEL flagship showroom
-
Formed strategic partnerships with Nano Dimension & Mcor to develop the 3D printing market
-
Aurora OA won the "2018 Five-star Customer Service Certification"
-
Aurora Furniture’s "Up! Series - Lift Table" won the Outstanding Work Award; "Inpower" won the Red Star Design Award
-
Aurora Furniture got Greenguard certification, the world's authoritative test for indoor air quality
-
2019 • Aurora Furniture rolled out "AURORA Health Care" to create a comfortable healthcare environment
-
Opened the "Aurora Office Flagship Showroom" to provide efficient, people-oriented, smart, and eco-friendly office solutions for customers
-
Aurora Furniture was given the title of "the Leading Company in China's Furniture Industry" by China Furniture Association
-
Aurora Furniture was invited to the "2019 World Industrial Design Conference" and received "TIA -Top 10 Innovation Awards" and "Top 10 Innovation Design Awards"
-
Aurora Group won 3 awards in the "9th China Customer Service Award" (China's Top 10 Companies for Customer Service, China's Top 10 Companies for Customer Service, and China's Top 10 Brands For Customer Satisfaction)
-
Aurora Furniture’s "Up! Series - Lift Table" won the 28th Taiwan Excellence Awards
-
Aurora 3D partnered with Nano Dimension to establish the "Aurora 3D Experience Center" in the Wisdom Bay Science and Innovation Park
-
Aurora OA launched the "Mobile Customer Service" App to provide smart, efficient service and create value for customers
-
2020 • Issued the 13th "Aurora Business Philosophy," emphasizing the "customer first" philosophy to create value for customers to their satisfaction.
-
Aurora Cloud Service introduced human resources cloud service to students from the Graduate Institute of Human Resource Management, National Central University, allowing the students to be the first to experience this digital technology and apply it in future HR practices.
-
Aurora Jiangsu Smart Park began construction, advancing on a smart manufacturer that offers smart office space and workplace solutions.
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-
Aurora children's furniture won the "2019 Outstanding Ergonomics Contribution Awards."
-
Aurora Furniture was awarded the title of "the 8th China Hospital Construction Top 10 Hospital Furniture Supplier."
-
Aurora Furniture’s "CoLink Series" won the Honorable Mention in the Design Intelligence Award.
-
Aurora Furniture was consecutively awarded the "2019-2020 Top 10 Office Furniture Manufacturers in China," "Top 10 Green Furniture Manufacturers in China," and "Top 100 Furniture Manufacturers in China."
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3. Corporate Governance Report
a. Organizational System
Organizational System of Aurora Corporation
1) Organization Chart
Effective date: January 1, 2021
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----- Start of picture text -----
Office of Directorate
----- End of picture text -----
2) Department Functions
| Divisions | Functions |
|---|---|
| Office of Directorate | Responsible for arrangingmeetings,handlingimportant matters,and receiving guests. |
| AuditingOffice | Responsible for implementingthe internal audit system. |
| Office Equipment Division |
Responsible for selling, leasing, and maintaining office equipment. Responsible for offeringintegrated software and hardware solutions and 3D solutions. |
| Furniture Division | Responsible for researching and developing and selling office furniture and offering integratedplanningand service. |
| Cloud Service Division | Responsible for sellingcloud systems and offeringconsultingservice. |
| Legal Affairs Office | Responsible for preventing and managing corporate governance risks and maintaining companyinterests. |
| Human Resources Office | Responsible for establishing and implementing human resources development policies and employee developmentplans. |
| Finance Office | Responsible for establishing and managing financial systems, handling accounting and tax treatment, conducting operations analysis, managing funds and shareholder service, and maintaininginvestor relationships. |
| IT Office | Responsible for drawing up information policies, maintaining information systems, and ensuringinformation security. |
| Marketing Office | Responsible for making and executing plans for the brand image, company website, and digital marketingstrategies and organizing philanthropic activities. |
| Administration Office | Responsible for managing general affairs such asprocurement, property,and logistics. |
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b. Information on the President, Vice Presidents, Assistant Vice Presidents, and Supervisors of Divisions and Branch Units
1) Directors
Information on Directors (I) April 19, 2021
| Term | Executives, Directors or | Executives, Directors or | Executives, Directors or | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shareholding When | Spouse & Minor | Shareholding by | Supervisors who Are Spouses | |||||||||||||||||
| Current Shareholding | Other Position |
|||||||||||||||||||
| Elected | Shareholding | Nominees | or within the Second Degree of | |||||||||||||||||
| Title | Nationality/Place | Name |
Gender | Date |
Date First |
Experience | Concurrently Held at | Kinship |
Remark | |||||||||||
| of Reistration | Elected |
Elected |
(Education) | Aurora and Other | ||||||||||||||||
| g | Number of | Percentage | Number of |
Percentage | Number of |
Percentage | Number |
Percentage |
Companies |
|||||||||||
Shares |
(%) |
Shares |
(%) |
Shares |
(%) |
of |
(%) |
Title | Name | Relationship | ||||||||||
| Shares | ||||||||||||||||||||
| Chairman | R.O.C. | Yuan Hui-Hua | Female | 2019.6.12 | 3 years |
2010.06.25 |
1,169,000 |
0.49 |
1,169,000 | 0.49 | 21,269,000 | 9.00 |
0 | 0.00 |
Director, Aurora Corporation |
Director, Aurora | Director | Chen Yung-Tai |
Spouse |
- |
| Telecom Co., Ltd. | ||||||||||||||||||||
| Director, KM | ||||||||||||||||||||
| Developing Solutions | ||||||||||||||||||||
| Co., Ltd. | ||||||||||||||||||||
| Director, Ever Young | ||||||||||||||||||||
| Biodimension | ||||||||||||||||||||
| Corporation | ||||||||||||||||||||
| Director, General | ||||||||||||||||||||
| Integration | ||||||||||||||||||||
| Technology Co., Ltd. | ||||||||||||||||||||
| Director, Aurora | ||||||||||||||||||||
| Holdings | ||||||||||||||||||||
| Incorporated | ||||||||||||||||||||
| Chairman, Aurora | ||||||||||||||||||||
| (Bermuda) | ||||||||||||||||||||
| Investment Ltd. | ||||||||||||||||||||
| Chairman, Aurora | ||||||||||||||||||||
| (China) Investment | ||||||||||||||||||||
| Co., Ltd. | ||||||||||||||||||||
| Chairman, Aurora | ||||||||||||||||||||
| (China) Co., Ltd. | ||||||||||||||||||||
| Chairman, Aurora | ||||||||||||||||||||
Office Equipment |
||||||||||||||||||||
| Co., Ltd. Shanghai | ||||||||||||||||||||
| Chairman, Aurora | ||||||||||||||||||||
| Office Automation | ||||||||||||||||||||
| Sales Co., Ltd. | ||||||||||||||||||||
| Shanghai | ||||||||||||||||||||
| Director, Aurora | ||||||||||||||||||||
| Holdings (Shanghai) | ||||||||||||||||||||
| Inc. | ||||||||||||||||||||
| Chairman, Aurora | ||||||||||||||||||||
| Building | ||||||||||||||||||||
| Management | ||||||||||||||||||||
| (Shanghai) Co., Ltd. | ||||||||||||||||||||
| Chairman, Aurora | ||||||||||||||||||||
| Museum (Shanghai) | ||||||||||||||||||||
| Ltd. | ||||||||||||||||||||
| Director, Huxen | ||||||||||||||||||||
| (China) Co., Ltd. | ||||||||||||||||||||
| Director, Aurora | ||||||||||||||||||||
| Machinery | ||||||||||||||||||||
| Equipment | ||||||||||||||||||||
| (Shanghai)Co.,Ltd. |
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| Term | Executives, Directors or | Executives, Directors or | Executives, Directors or | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shareholding When | Spouse & Minor | Shareholding by | Supervisors who Are Spouses | |||||||||||||||||
| Current Shareholding | Other Position |
|||||||||||||||||||
| Elected | Shareholding | Nominees | or within the Second Degree of | |||||||||||||||||
| Title | Nationality/Place | Name |
Gender | Date |
Date First |
Experience | Concurrently Held at | Kinship |
Remark | |||||||||||
| of Registration | Elected |
Elected |
(Education) | Aurora and Other | ||||||||||||||||
| b | ||||||||||||||||||||
| Number of | Percentage | Number of |
Percentage | Number of |
Percentage | Numer |
Percentage |
Companies | ||||||||||||
Shares |
(%) |
Shares |
(%) |
Shares |
(%) |
of |
(%) |
Title | Name | Relationship | ||||||||||
| Shares | ||||||||||||||||||||
| Chairman, Aurora | ||||||||||||||||||||
| (Shanghai) Electronic | ||||||||||||||||||||
| Commerce Co., Ltd. | ||||||||||||||||||||
| Chairman, Aurora | ||||||||||||||||||||
| (Shanghai) Intelligent | ||||||||||||||||||||
| Equipment Co., Ltd. | ||||||||||||||||||||
| Director, Aurora | ||||||||||||||||||||
| (Shanghai) Cloud | ||||||||||||||||||||
| Technology Co., Ltd. | ||||||||||||||||||||
| Director, Aurora | ||||||||||||||||||||
| Home Furniture Co., | ||||||||||||||||||||
| Ltd. | ||||||||||||||||||||
| Chairman, Aurora | ||||||||||||||||||||
| (Jiang Su) Enterprise | ||||||||||||||||||||
| Development Co., | ||||||||||||||||||||
| Ltd. | ||||||||||||||||||||
| Director | R.O.C. | Chen Yung-Tai | Male | 2019.6.12 | 3 years |
1989.12.15 |
21,134,000 | 8.95 | 21,269,000 | 9.00 | 1,169,000 | 0.49 | 0 | 0.00 |
Chairman, Aurora Corporation |
Chairman, Aurora Holdings Incorporated Director, Aurora (Bermuda) Investment Ltd. Director, Aurora (China) Investment Co., Ltd. Director, Aurora (China) Co., Ltd. Director, Aurora Office Automation Sales Co., Ltd. Shanghai Director, Aurora Office Equipment Co., Ltd. Shanghai Chairman, Aurora Holdings (Shanghai) Inc. Director, Aurora Building Management (Shanghai) Co., Ltd. Director, Aurora Museum (Shanghai) Ltd. |
Director | Yuan Hui-Hua |
Spouse | - |
| Director | R.O.C. | Aurora Holdings Incorporated |
- | 2019.6.12 | 3 years |
1989.12.15 |
103,154,312 | 43.67 |
101,856,312 | 43.12 |
0 | 0.00 |
0 | 0.00 |
- | - | - | - | - | - |
| R.O.C. | Representative: Rai Hau-Min |
Male |
2019.6.12 | 3 years |
1989.12.15 |
0 |
0.07 |
185,816 |
0.08 |
182,921 |
0.08 |
0 |
0.00 |
Director, Aurora Corporation |
- |
|||||
| Director | R.O.C. | Ma Chih-Hsien | Male | 2019.6.12 | 3 years |
2014.8.6 | 0 | 0.00 |
3,000 |
0.00 |
0 |
0.00 |
0 | 0.00 |
Chairman, KM |
Corporate Governance Officer, |
- | - | - | - |
9
| Term | Executives, Directors or | Executives, Directors or | Executives, Directors or | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shareholding When | Spouse & Minor | Shareholding by | Supervisors who Are Spouses | |||||||||||||||||
| Current Shareholding | Other Position |
|||||||||||||||||||
| Elected | Shareholding | Nominees | or within the Second Degree of | |||||||||||||||||
| Title | Nationality/Place | Name |
Gender | Date |
Date First |
Experience | Concurrently Held at | Kinship |
Remark | |||||||||||
| of Registration | Elected |
Elected |
(Education) | Aurora and Other | ||||||||||||||||
| b | ||||||||||||||||||||
| Number of | Percentage | Number of |
Percentage | Number of |
Percentage | Numer |
Percentage |
Companies | ||||||||||||
Shares |
(%) |
Shares |
(%) |
Shares |
(%) |
of |
(%) |
Title | Name | Relationship | ||||||||||
| Shares | ||||||||||||||||||||
| Developing Solutions Co., Ltd. |
Aurora Corporation Chairman, KM Developing Solutions Co.,Ltd. |
|||||||||||||||||||
| Independent Director |
R.O.C. |
Liao Kuo-Jung | Male | 2019.6.12 | 3 years |
2010.10.12 |
0 |
0.00 |
0 |
0.00 |
0 |
0.00 |
0 |
0.00 |
Chairman, Tsec Corporation |
Chairman, Tsec Corporation Chairman, H.G Corporation |
- | - | - | - |
| Independent Director |
R.O.C. |
Hwa Yueh-Jiuan |
Female | 2019.6.12 | 3 years |
2016.6.8 | 0 | 0.00 |
0 |
0.00 |
0 |
0.00 |
0 |
0.00 |
President, Waters Consulting Inc. |
- | - | - | - | - |
| Independent Director |
R.O.C. |
Hsu Wen-Chung |
Male | 2019.6.12 | 3 years |
2018.6.12 | 0 |
0.00 |
0 |
0.00 |
0 |
0.00 |
0 |
0.00 |
Chairman, Huxen Corporation |
- |
- | - | - | - |
Note: 1. Director Chen Yung-Tai discontinued service during November 28, 2000 and June 19, 2002.
-
Director Rai Hau-Min discontinued service during November 9, 2009 and December 31, 2016.
-
The Audit Committee was established on July 7, 2017 in place of supervisors.
-
Director Ma Chih-Hsien discontinued service during October 7, 2016 and June 1, 2019 and was newly appointed as Corporate Governance Officer on November 10, 2020.
10
Table 1: Major Shareholders of Institutional Shareholders
April 19, 2021
| Name of Institutional | ||
|---|---|---|
| Major Shareholder | Percentage of Ownership | |
| Shareholder | ||
| Aurora Holdings Incorporated | Chen Yung-Tai | 25% |
| Y.T.Chen Sustainable Management Foundation |
1.8% | |
| Y.T.Chen Foundation | 5.2% | |
| Y.T.Chen Charitable Trust | 38% | |
| Yuan Hui-Hua | 10% | |
| Ni Sheng Investment Co., Ltd. | 20% |
Table 2: Major Shareholders of Institutional Shareholders with Corporations as Their Major Shareholders
April 19, 2021
| Name of Institutional | ||
|---|---|---|
| Major Shareholder | Percentage of Ownership | |
| Shareholder | ||
| Y.T.Chen Foundation | N/A | N/A |
| Y.T.Chen Sustainable Management Foundation |
N/A | N/A |
| Y.T.Chen Charitable Trust | N/A | N/A |
| Ni Sheng Investment Co., Ltd. | Yuan Hui-Hua | 99.87% |
| Yuan Tzu-Pin | 0.13% |
11
Information on Directors (II)
April 19, 2021
Meeting One of the Following |
Meeting One of the Following |
Meeting One of the Following |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Qualifications | ||||||||||||||||
| Professional Qualification | Independence Criteria (Note) | |||||||||||||||
| i h ih A | ||||||||||||||||
| Requrements, Togeter wt t Least | ||||||||||||||||
| Five Years of Work Experience | ||||||||||||||||
| An | A Judge, | Having | ||||||||||||||
| Instructor or | Public | Work | ||||||||||||||
| Higher | Prosecutor, | Experience | ||||||||||||||
| Position in a | Attorney, | in the Areas | ||||||||||||||
| Department | Certified | of | ||||||||||||||
| of | Public | Commerce, | ||||||||||||||
| Number of | ||||||||||||||||
| Commerce, | Accountant, | Law, | ||||||||||||||
| Other Public | ||||||||||||||||
| Law, | or Other | Finance, or | ||||||||||||||
| Companies | ||||||||||||||||
| Finance, | Professional | Accounting, | ||||||||||||||
| where the | ||||||||||||||||
| Accounting, | or Technical | or | ||||||||||||||
| Individual | ||||||||||||||||
| or Other | Specialist | Otherwise | ||||||||||||||
| Concurrently | ||||||||||||||||
| Academic | who Has | Necessary | ||||||||||||||
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | Serves as an | ||||
| Department | Passed a | for the | ||||||||||||||
| Independent | ||||||||||||||||
| Related to | National | Business | ||||||||||||||
| Director | ||||||||||||||||
| the Business | Examination |
|||||||||||||||
| Needs in a | and Has | |||||||||||||||
| Public or | Been | |||||||||||||||
| Private | Awarded a | |||||||||||||||
| Junior | Certificate | |||||||||||||||
| College, | in a | |||||||||||||||
| College or | Profession | |||||||||||||||
| University | Necessary | |||||||||||||||
| for the | ||||||||||||||||
| Name | ||||||||||||||||
| Business | ||||||||||||||||
| Yuan Hui-Hua | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 0 | ||||||||
| Chen Yung-Tai | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 0 | ||||||||
| Aurora Holdings Incorporated Representative: Rai Hau-Min |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 0 | ||
| Ma Chih-Hsien | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 0 | ||||
| Liao Kuo-Jung | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 0 | ||
| Hwa Yueh-Jiuan | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 0 | ||
| Hsu Wen-Chung | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 0 |
Note: Please check “ ✓ ” the corresponding boxes if the directors meet the following conditions during the two years prior to the nomination and during the term of office. ✓
-
(1) Not an employee of Aurora or any of its affiliates.
-
(2) Not a director or supervisor of Aurora or any of its affiliates (except for independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, Aurora and its parent or subsidiary or a subsidiary of the same parent).
-
(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of Aurora or is ranked in the top 10 in shareholdings.
-
(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the officer in the preceding 1 subparagraph, or of any of the persons in the preceding three subparagraphs.
-
(5) Not a director, supervisor, or employee of an institutional shareholder that directly holds 5%or more of the total number of issued shares of Aurora, or that ranks among the top 5 in shareholdings, or that designates its representative to serve as a director or supervisor of Aurora under Paragraph 1 or 2, Article 27 of the
12
Company Act (except for an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, Aurora and its parent or subsidiary or a subsidiary of the same parent).
-
(6) Not a director, supervisor or employee of a company controlled by the same person who has shares over half of Aurora's director seats or voting rights (except for an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, Aurora and its parent or subsidiary or a subsidiary of the same parent).
-
(7) Not a director, supervisor, or employee of another company or institution who, or whose spouse, is a chairman, president, or person holding an equivalent position of Aurora (except for an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, Aurora and its parent or subsidiary or a subsidiary of the same parent).
-
(8) Not a director, supervisor, managerial officer, or shareholder holding 5% or more of the shares of a specified company or institution that has a financial or business relationship with Aurora (except for a specific company or institution holding more than 20% but less than 50% of the total issued shares of Aurora and concurrently serving as an independent director, as appointed in accordance with the Act or the laws and regulations of the local country, at Aurora and its parent or subsidiary or a subsidiary of the same parent).
-
(9) Not a professional individual, sole proprietorship, partnership, owner of a company or institution, partner, director, supervisor, managerial officer or spouse thereof that provides auditing service for Aurora or any of its affiliates, or provides commercial, legal, financial, or accounting service with cumulative remuneration less than NT$500,000 in the past two years. However, this does not apply in cases where members of the Remuneration Committee, the Review Committee for Public Tender Offer or the Special Committee for Mergers and Acquisitions perform their functions in accordance with the Securities and Exchange Act or the Business Mergers and Acquisitions Act.
-
(10) Not a spouse or a relative within the second degree of kinship to any other director of Aurora.
-
(11) Not under any of the categories stated in Article 30 of the Company Act.
-
(12) Not a governmental or judicial person or a representative thereof as defined in Article 27 of the Company Act.
13
2) Information on the President, Vice Presidents, Assistant Vice Presidents, and Supervisors of Divisions and Branch Units
April 19, 2021
| Other | Managerial Officer who | |||||||||||||||
| Spouse & Minor | Shareholding by | Position | Are Spouses or within |
|||||||||||||
| Shareholding | ||||||||||||||||
| Shareholding | Nominees | Concurrently | the Second Degree of |
|||||||||||||
| Title | Nationality | Name |
Gender | Date |
Experience | Held at |
Kinship |
Remark | ||||||||
l |
i | |||||||||||||||
| Eected | (Educaton) | Aurora and | ||||||||||||||
| Number | Number |
Number |
Other | |||||||||||||
Percentage |
Percentage |
Percentage |
||||||||||||||
| of | of |
of |
Companies | Title | Name |
Relationship |
||||||||||
| (%) | (%) | (%) | ||||||||||||||
| Shares | Shares | Shares | ||||||||||||||
| President, Office Equipment Division |
R.O.C. | Chou Ming-Chung |
Male | 2017.8.10 | 10,484 | 0.00 |
0 |
0.00 |
0 |
0.00 |
President of Division, Aurora Corporation |
None |
- | - | - | - |
| Vice President of Furniture Division |
R.O.C. | You Yan-Lin | Male | 2017.8.10 | 19,000 | 0.01 |
1,000 |
0.00 |
0 |
0.00 |
Vice President of Division, Aurora Corporation |
None |
- | - | - | - |
| President of Cloud Service Division |
R.O.C. | Lin Chin-Pao |
Male | 2019.9.3 | 0 | 0.00 |
0 |
0.00 |
0 |
0.00 |
President of Division, Aurora Corporation |
None |
- | - | - | - |
| Senior Manager of Finance Office |
R.O.C. | Lin Ya-Ling | Female | 2018.3.6 | 3,500 | 0.00 |
12,076 | 0.01 |
0 |
0.00 |
Senior Manager, Aurora Corporation |
None | - | - | - | - |
14
c. Remuneration Paid to the Directors, President, and Vice Presidents
1) Directors
Remuneration Paid to Directors (Including Independent Directors) for 2020
Unit: NT$1,000
| Title | Name | () All Companies |
en | on () All Companies |
All Companies |
() All Companies in |
In | come(%) All Companies |
() All Companies in |
e | son () All |
Aurora | Aurora | All Companies in Consolidated Financial |
All Companies in Consolidated Financial |
come () All Companies in |
Remuneration from Invested Companies Other than Subsidiaries |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Chairman | Yuan Hui-Hua | Aurora 4,217 |
in Consolidated Financial Statements 4,217 |
Aurora 0 |
in Consolidate d Financial Statements 0 |
Aurora 0 |
in Consolidate d Financial Statements 0 |
Aurora 2,400 |
Consolidated Financial Statements 2,400 |
Aurora 0.46 |
in Consolidated Financial Statements 0.46 |
Aurora 644 |
Consolidated Financial Statements 4,231 |
Aurora 0 |
Companies in Consolidated Financial Statements 0 |
Cash (Note 1) Stock 0 0 |
Statements Cash (Note 1) Stock 2,845 0 |
Aurora 0.50 |
Consolidated Financial Statements 0.95 |
or the Parent Company None |
||
| Director | Chen Yung-Tai | |||||||||||||||||||||
| Director | Aurora Holdings Incorporated Representative:Rai Hau-Min |
|||||||||||||||||||||
| Director | Ma Chih-Hsien | |||||||||||||||||||||
| Independent Director |
Liao Kuo-Jung | 0 | 0 |
0 |
0 |
0 |
0 |
3,600 | 3,600 |
0.25 |
0.25 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0.25 |
0.25 |
None |
| Independent Director |
Hwa Yueh-Jiuan | |||||||||||||||||||||
| Independent Director |
Hsu Wen-Chung | |||||||||||||||||||||
| 1. Please explain the independent director remun According to the Articles of Incorporation, re standards at home and abroad. 2. Otherthandisclosuresinthe above table,rem |
eration policy, system, standard, and structure, and the connection between the amo muneration paid to the Chairman and directors shall be determined by the Board of D unerationpaid to directorsforproviding services (e.g., providing consulting services |
unt of remuneration a irectors based on the as anon-employee)f |
nd the considered factors such as t degree of their participation in an orallcompaniesinconsolidatedf |
heir job responsibilities, risks, and working time: d contributions to the business operations of Aurora, as well as industry inancialstatementsinthemostrecent year: None. |
Note: Employee compensation for 2020 is a proposed amount to be distributed upon approval of the Board of Directors.
15
Range of Remuneration
| Name of Director | Name of Director | Name of Director | Name of Director | |
|---|---|---|---|---|
| Total Amount of Remuneration (A+B+C+D) | Total Amount of Remuneration (A+B+C+D+E+F+G) | |||
| Range of Remuneration Paid to Directors | ||||
| Aurora | All Companies in Consolidated | Aurora | All Companies in Consolidated Financial Statements |
|
| Financial Statements | ||||
| Less than NT$1,000,000 | Chen Yung-Tai, Ma Chih-Hsien, and Aurora Holdings Incorporated |
Chen Yung-Tai, Ma Chih-Hsien, and Aurora Holdings Incorporated |
Chen Yung-Tai, Ma Chih-Hsien, and Aurora Holdings Incorporated |
Chen Yung-Tai and Aurora Holdings Incorporated |
| NT$1,000,000 (inclusive)~NT$2,000,000 (exclusive) | Rai Hau-Min, Liao Kuo-Jung, Hwa Yueh-Jiuan,and Hsu Wen-Chung |
Rai Hau-Min, Liao Kuo-Jung, Hwa Yueh-Jiuan,and Hsu Wen-Chung |
Rai Hau-Min, Liao Kuo-Jung, Hwa Yueh-Jiuan,and Hsu Wen-Chung |
Rai Hau-Min, Liao Kuo-Jung, Hwa Yueh-Jiuan,and Hsu Wen-Chung |
| NT$2,000,000 (inclusive)~NT$3,500,000 (exclusive) | - | - | - | Ma Chih-Hsien |
| NT$3,500,000 (inclusive)~NT$5,000,000 (exclusive) | - | - | - | - |
| NT$5,000,000 (inclusive)~NT$10,000,000 (exclusive) | Yuan Hui-Hua | Yuan Hui-Hua | Yuan Hui-Hua | Yuan Hui-Hua |
| NT$10,000,000 (inclusive)~NT$15,000,000 (exclusive) | - | - | - | - |
| NT$15,000,000(inclusive)~NT$30,000,000(exclusive) | - | - | - | - |
| NT$30,000,000 (inclusive)~NT$50,000,000 (exclusive) | - | - | - | - |
| NT$50,000,000 (inclusive)~NT$100,000,000 (exclusive) | - | - | - | - |
| Over NT$100,000,000 | - | - | - | - |
| Total | 8 persons | 8 persons | 8 persons | 8 persons |
2) President and Vice Presidents
Remuneration Paid to President and Vice Presidents for 2020
Unit: NT$1,000
| Ratio of Total | Ratio of Total | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Severance Pay and | Bonus and Allowance | |||||||||||||
| Salary (A) | Employee Compensation (D) |
Remuneration (A+B+C+D) | Remuneration |
|||||||||||
Pension (B) |
(C) | |||||||||||||
| to Net Income (%) | from Invested | |||||||||||||
| All | All | All Companies in | Companies | |||||||||||
| All | ||||||||||||||
| Title | Name | Companies | Companies | Aurora | Consolidated Financial |
All | Other than |
|||||||
| Companies in | ||||||||||||||
in |
in |
Statements | Companies in | Subsidiaries | ||||||||||
| Aurora | Consolidated |
Aurora | ||||||||||||
| Consolidated | Aurora |
Consolidated | Aurora | Consolidated | or the Parent | |||||||||
| Financial | ||||||||||||||
| Financial | Financial | Cash (Note) | Stock | Cash (Note) | Stock | Financial | Company | |||||||
| Statements | ||||||||||||||
| Statements | Statements | Statements | ||||||||||||
| President | Chou Ming-Chung | 5,922 | 5,922 | 0 | 0 | 0 | 0 | 3,962 | 0 | 3,962 | 0 | 0.69 | 0.69 | None |
| Vice President | You Yan-Lin | |||||||||||||
| President | Lin Chin-Pao |
Note: Employee compensation for 2020 is a proposed amount to be distributed upon approval of the Board of Directors.
16
Range of Remuneration
| Name of President and Vice President | Name of President and Vice President | |
|---|---|---|
| Range of Remuneration Paid to the President and Vice Presidents | ||
| Aurora | All Companies in Consolidated Financial Statements | |
| Less than NT$1,000,000 | - | - |
| NT$1,000,000 (inclusive)~NT$2,000,000 (exclusive) | - | - |
| NT$2,000,000 (inclusive)~NT$3,500,000 (exclusive) | You Yan-Lin and Lin Chin-Pao | You Yan-Lin and Lin Chin-Pao |
| NT$3,500,000 (inclusive)~NT$5,000,000 (exclusive) | Chou Ming-Chung | Chou Ming-Chung |
| NT$5,000,000 (inclusive)~NT$10,000,000 (exclusive) | - | - |
| NT$10,000,000 (inclusive)~NT$15,000,000 (exclusive) | - | - |
| NT$15,000,000 (inclusive)~NT$30,000,000 (exclusive) | - | - |
| NT$30,000,000 (inclusive)~NT$50,000,000 (exclusive) | - | - |
| NT$50,000,000 (inclusive)~NT$100,000,000 (exclusive) | - | - |
| Over NT$100,000,000 | - | - |
| Total | 3 persons | 3 persons |
17
3) Employee Compensation Paid to Managerial Officers
| December 31, 2020 Unit: NT$1,000 |
||||||
|---|---|---|---|---|---|---|
| Title | Name | Stock | Cash | Total | Ratio of Total Amount to Net Income (%) |
|
| Managerial Officer |
President | Chou Ming-Chung |
0 | 4,252 | 4,252 | 0.29 |
| Vice President | You Yan-Lin | |||||
| President | LinChin-Pao | |||||
| Senior Manager | Lin Ya-Ling |
Note: Employee compensation for 2020 is a proposed amount to be distributed upon approval of the Board of Directors.
4) Analysis of Total Remuneration, as a Percentage of Net Income Stated in the Parent Company Only Financial Statements, Paid by Aurora and All Companies in Consolidated Financial Statements during the Past 2 Fiscal Years to the Directors, President, and Vice Presidents, Along with Description of Remuneration Policies, Standards, and Packages, Procedure for Determining Remuneration, and Linkage Thereof to Operating Performance and Future Risk Exposure
- a) Analysis of total remuneration, as a percentage of net income stated in the parent company only financial statements, paid to the directors, president, and vice presidents during the past 2 fiscal years
| Year | Ratio of Total Remuneration Paid to Directors to Net Income |
Ratio of Total Remuneration Paid to Directors to Net Income |
Ratio of Total Remuneration Paid to President and Vice Presidents to Net Income |
Ratio of Total Remuneration Paid to President and Vice Presidents to Net Income |
|---|---|---|---|---|
| Aurora | All Companies in Consolidated Financial Statements |
Aurora | All Companies in Consolidated Financial Statements |
|
| 2019 | 0.73 | 1.13 | 0.59 | 0.59 |
| 2020 | 0.75 | 1.20 | 0.69 | 0.69 |
- b) Remuneration policies
Remuneration is paid to directors in accordance with the Articles of Incorporation. Remuneration paid to the President and Vice Presidents is ratified in a fair and impartial manner and based on individual performances.
- c) Remuneration standards and packages
Remuneration paid to the directors, President and Vice Presidents is divided into fixed and variable remuneration. Fixed remuneration is ratified based on the responsibility of the position and company-wide operational goals while variable remuneration is paid based on the achieved operating performance and contribution.
- d) Procedure for determining remuneration
At Aurora, remuneration is paid appropriately based on the overall operating performance and individual performances and upon approval according to the internal approval rules.
- e) Linkage thereof to operating performance and future risk exposure
Variable remuneration is paid to the directors and President based on the achieved operating performance to align individual performances with the overall operating performance.
18
d. Implementation of Corporate Governance
1) Board of Directors
A total of 5 meetings of the Board of Directors were held in 2020. The attendance of the directors is as follows:
| Title | Name | Attendance in Person |
Attendanc e by Proxy |
Attendance Rate (%) |
Remark |
|---|---|---|---|---|---|
| Chairman | Yuan Hui-Hua | 5 | 0 | 100% | |
| Director | Chen Yung-Tai | 5 | 0 | 100% | |
| Representative of | |||||
| Corporate Director |
Aurora Holdings Incorporated: Rai |
5 | 0 | 100% | |
| Hau-Min | |||||
| Director | Ma Chih-Hsien | 5 | 0 | 100% | |
| Independent Director |
Liao Kuo-Jung | 4 | 1 | 80% | |
| Independent Director |
Hwa Yueh-Jiuan | 5 | 0 | 100% | |
| Independent Director |
Hsu Wen-Chung | 5 | 0 | 100% |
Other matters to be recorded:
-
With regard to the implementation of the Board of Directors, if any of the following circumstances occurs, the dates, terms of the meetings, contents of motions, all independent directors’ opinions and Aurora’s handling of such opinions shall be specified:
-
a. Matters referred to in Article 14-3 of the Securities and Exchange Act: The Audit Committee was established on July 7, 2017. For more information on the operation of the Audit Committee after July 7, 2017, refer to matters specified in Article 14-5 of the Securities and Exchange Act.
-
b. Any recorded or written Board resolutions to which independent directors have objections or reservations to be noted in addition to the above: None.
-
Recusal of directors from voting due to conflicts of interest: None.
-
Self (or peer) evaluation of the Board of Directors: The "Regulations Governing the Self-Evaluation or Peer Evaluation of the Board of Directors" was formulated on November 8, 2019. The internal evaluation of the Board is carried out once a year; the external evaluation of the Board is carried out at least once every three years by an independent professional agency or a team of experts and scholars. Aurora carried out the evaluation of the Board at the end of 2020. For more information, please refer to Page 16.
-
Measures taken to strengthen the functionality of the Board (e.g., establishing the Audit Committee and improving the disclosure of information) and results thereof: To establish sound corporate governance and strengthen the operation of the Board of Directors in supervision and management, the Audit Committee was established on July 7, 2017 and the Remuneration Committee on December 29, 2011; Director Ma Chih-Hsien was also appointed as Corporate Governance Officer on November 10, 2020 to be in charge of corporate governance-related matters.
19
2) Evaluation of the Board
| Frequency (Note1) |
Period (Note2) |
Scope (Note 3) |
Method (Note4) |
Content (Note 5) |
Result |
|---|---|---|---|---|---|
| Once a year |
2020/1/1 ~ 2020/12/ 31 |
Board of Directors |
Self-evaluation by the Board |
Including participation in the operation of the company, the quality of the Board of Directors' decision making, composition and structure of the Board of Directors, election and continuing education of the directors, and internal control. |
The Board of Directors as a whole was in good operation, and external experts were engaged to provide continuing education for the directors on a regular basis, all of which were in compliance with the relevant rules and regulations of corporate governance. |
| Board members |
Self-evaluation by the directors |
Including alignment of the goals and missions of the company, awareness of the duties of a director, participation in the operation of the company, management of internal relationship and communication, the director's professionalism and continuing education, andinternalcontrol. |
The performance of all Board members was up to standard, and the directors fully expressed their opinions on the proposals. The Board as a whole was in fair operation. |
||
| Functional Committees |
Self-evaluation by the Board |
Including participation in the operation of the company, awareness of the duties of the functional committee, the quality of decisions made by the functional committee, makeup of the functional committee and election of its members, and internal control. |
The Remuneration Committee has been in place to perform its duties independently. The Remuneration Committee as a whole was in good operation. |
Note 1. Specify the implementation cycle of the Board of Directors evaluation, for example, once a year.
-
Note 2. Specify the period of the Board of Directors evaluation, for example, 2019/01/01~2019/12/31.
-
Note 3. The scope of the evaluation covers the respective performances of the Board, individual directors, and functional committees.
-
Note 4. The evaluation methods include self-evaluation of the Board of Directors, self-evaluation of the Board members, peer evaluation, appointment of external professional institutions or experts, or other appropriate methods.
-
Note 5. The evaluation contents include at least the following items according to the scope of evaluation:
-
(1) The evaluation of the Board performance includes at least participation in the operation of the company, the quality of the Board of Directors' decision making, composition and structure of the Board of Directors, election and continuing education of the directors, and internal control.
-
(2) The evaluation of the Board member performance includes at least alignment of the goals and missions of the company, awareness of the duties of a director, participation in the operation of the
20
company, management of internal relationship and communication, the director's professionalism and continuing education, and internal control.
-
(3) The evaluation of the functional committee performance includes at least participation in the operation of the company, awareness of the duties of the functional committee, the quality of decisions made by the functional committee, makeup of the functional committee and election of its members, and internal control.
-
Note 6. The evaluation result of the Board of Directors have been reported to the Board of Directors on March 16, 2021.
21
3) Audit Committee
A total of 4 meetings of the Audit Committee were held in 2020. The attendance of independent directors is as follows:
| Attendance in | Attendance by | Attendance Rate | |||
|---|---|---|---|---|---|
| Title | Name | Remark | |||
| Person | Proxy | (%) | |||
| Convener | Liao Kuo-Jung | 3 |
1 | 75% | |
| Committee Member |
Hwa Yueh-Jiuan |
4 | 0 | 100% | |
| Committee Member |
Hsu Wen-Chung |
4 | 0 | 100% | |
| Note: The Audit Committee was established on July 7, 2017 in place of supervisors. Other matters to be recorded: 1. With regard to the implementation of the Audit Committee, if any of the following circumstances occurs, the dates, terms of the meetings, contents of motions, all Audit Committee resolutions, and Aurora’s handling of such resolutions shall be specified: a. Matters referred to in Article 14-5 of the Securities and Exchange Act Audit CommitteeContent of Motion and Follow-up Matter Listed in Article 14-5 of the Securities and Exchange Act Objections or Reservations by Independent Directors The 3rd meeting of the 2nd term 2020.03.23 1. Business report and consolidated financial statements for 2019. None 2. Distribution of earnings for 2019. None 3. Distribution of cash dividends from capital surplus. None 4. Internal audit reports. None 5. Self-assessment report on the internal control system and the "Statement on Internal Control"for 2019. None 6. Assessment of the appointment and independence of the CPAs for 2020. None Resolution: Approved by all members present at the meeting. Handling of the resolution: None. The 4th meeting of the 2nd term 2020.05.12 1. Consolidated financial statements for the first quarter of 2020. None 2. Internal audit reports. None Resolution: Approved by all members present at the meeting. Handling of the resolution: None. The 5th meeting of the 2nd term 2020.08.11 1. Consolidated financial statements for the second quarter of 2020. 2. Internal audit reports. None Resolution: Approved by all members present at the meeting. Handling of the resolution: None. The 6th meeting of the 2nd term 2020.11.10 1. Consolidated financial statements for the third quarter of 2020. None 2. Internal audit reports. None 3. Audit plan for 2021. None Resolution: Approved by all members present at the meeting. |
22
| Handling of the resolution: None. | |||
|---|---|---|---|
| 1. Business report and consolidated financial statements for 2020. |
None | ||
| 2. Distribution of earnings for 2020. |
None | ||
| The 7th meeting of the 2nd term 2021.03.11 3. Distribution of cash dividends from capital surplus. 4. Internal audit reports. 5. Self-assessment report on the internal control system and the "Statement on Internal Control"for 2020. |
None None None |
||
| 6. Assessment of the appointment and independence of the CPAs for 2021. |
None | ||
| Resolution: Approved by all members present at the meeting. | |||
| Handling of the resolution: None. | |||
| b. Other matters not approved by the Audit Committee but approved by two-thirds or more of | |||
| all directors: None. | |||
| 2. | Regarding recusals of independent directors from voting due to conflicts of interest, the names | ||
| of the independent directors, contents of motions, reasons for recusals, and results of voting | |||
| shall be specified: None. | |||
| 3. | Communication between the independent directors, chief internal auditor, and CPAs (including | ||
| the key items, methods, and results of audit of finances and operations) | |||
| a. Communication between the independent directors and the chief internal auditor: | |||
| Independent directors convene meetings of the Audit Committee every quarter, prepare | |||
| meeting minutes, and report key discussions and resolutions to the Board of Directors and | |||
| management. A total of 5 meetings were held in 2020 and the current fiscal year, where the | |||
| chief internal auditor reported audit operations and key internal audit matters, including | |||
| matters executed, reported, and tracked according to the independent directors’ instructions. | |||
| b. Communication between the independent directors and the CPAs: A total of | 5 meetings | ||
| (3rd, 4th, 5th, 6th, and 7th of the 2nd term) were held in 2020 and the current fiscal year, | |||
| where the CPAs reported the audit results to the independent directors. |
23
4) Implementation Status of Corporate Governance and Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof
| Implementation Status | Implementation Status | Implementation Status | Deviations from the | |
|---|---|---|---|---|
| No | Corporate Governance | |||
| Best-Practice | ||||
| Evaluation Item | Principles for | |||
| Yes | Description | |||
| TWSE/TPEx Listed | ||||
| Companies and | ||||
| ReasonsThereof | ||||
| 1. Does the company establish and disclose its corporate governance best-practice principles based on the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies? |
| Aurora has established the "Corporate Governance Best-practice Principles" according to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and disclosed the principles on the Market Observation Post System (MOPS) and the company website. |
None. | |
| 2. Shareholding structure & shareholders' rights a. Does the company establish and implement internal operating procedures to deal with shareholders’ suggestions, doubts, disputes, and litigations? b. Does the company possess a list of its major shareholders with controlling power as well as the ultimate owners of those major shareholders? c. Does the company establish and execute a risk management and firewall system within its affiliates? d. Does the company establish internal rules against |
|
a. Aurora has appointed a spokesperson and persons in charge of stock affairs and legal affairs to deal with shareholders' suggestions, doubts, disputes, and litigations. b. Aurora reports monthly changes in insider shareholding and obtains a list of shareholders in a period when share transfer registration is suspended in order to establish a complete list of major shareholders and their ultimate owners. c. Aurora has established the internal control system, rules for the implementation of internal audit, and regulations governing the supervision of subsidiaries to effectively control risks. The “Procedures for Loaning of Funds to Others” and “Procedures for Making of Endorsements/Guarantees” are also in place to properly control risks of business and financial dealings with affiliates. d. Aurora has formulated the "Procedures for Handling |
a. None. b. None. c. None. d. None. |
24
| insiders using undisclosed information to trade in securities? |
Material Inside Information and Preventing Insider Trading," which defines insiders and counterparties, to prevent insider trading. |
|||
|---|---|---|---|---|
| 3. Composition and responsibilities of the Board of Directors a. Does the board develop and implement a diversity guideline for the composition of its members? |
| a. 1) Aurora has formulated the "Corporate Governance Best Practice Principles" on December 24, 2014, where a diversity policy is stated in Chapter 3 "Enhancing the Functions of the Board of Directors." The nomination and election of members of the Board of Directors is conducted in accordance with the Articles of Incorporation, wherein a candidate nomination system is adopted. In addition to the evaluation of the education background and work experience of candidates, stakeholders' opinions are also taken into consideration in accordance with the “Regulations Governing Election of Directors and Supervisors” and the “Corporate Governance Best Practice Principles” in order to ensure the diversity and independence of members of the Board of Directors. 2) The Board members have different expertise in various fields that is conducive to the business development and operation of Aurora. For more information, please refer to “Board Diversity” below (Table 1, Page 31). 3) Aurora attaches great importance to gender equality in the composition of the Board. Currently, the Board comprises 7 directors, including 4 directors and 3 independent directors, with female directors and independent directors accounting for approximately 29% and 43% of all directors, respectively. Independent directors serve a term ranging from 4 to 6 years. In terms of age composition, 2 directors are under 60 years old, 3 between 61 and 80 years old, and 2 over 80 years old. |
a. None. |
25
| b. Does the company voluntarily establish other functional committees in addition to the legally-required Remuneration Committee and Audit Committee? c. Does the company establish standards and methods to evaluate the performance of the Board of Directors, conduct the evaluation annually and regularly, report the results of evaluations to the Board of Directors, and use them as a reference for individual directors' remuneration and nomination and renewal? d. Does the company regularly evaluate the independence of the CPAs? |
|
| 4) Further information concerning the Board diversity policy can be found on the company website and the MOPS. b. In addition to the Audit Committee and Remuneration Committee, other corporate governance operations are assigned to departments based on their responsibilities. No additional functional committees have been set up as of today. c. 1) On November 8, 2019, Aurora formulated the "Regulations Governing the Evaluation of the Board of Directors" and evaluation methods. The self-evaluation of the Board performance in 5 aspects was carried out in 2020. According to the result of the evaluation, the Board performance was up to standard, and the Board as a whole was in good operation. The result has been reported to the Board on March 16, 2021. For more information, please refer to Page 16. 2) Established on December 29, 2011, the Remuneration Committee is responsible for establishing and periodically reviewing the performance goals of the directors and managerial officers and the policies, systems, standards, and structure for their remuneration, periodically assessing the degree to which performance goals for the directors and managerial officers have been achieved, and setting their remuneration. d. According to the No. 10 of the Code of Ethics for Certified Public Accountants of the Republic of China (Integrity, Impartiality, and Independence), Aurora has created a CPA independence evaluation form, based on which, along with a statement of independence issued by the accounting firm, the Board of Directors evaluates the independence of the CPAs every year. The independence of the CPAs for 2021 has been evaluated by the Board of Directors and ratified in March 2021. |
b. An exclusively dedicated unit will be set up according to the business needs. c. None. d. None. |
|---|---|---|---|---|
26
| Evaluation Item | Evaluation Item | Result | Independence of the CPAs |
||||
|---|---|---|---|---|---|---|---|
| 1 | No direct or indirect material financial interests with Aurora |
No | Yes | ||||
| 2 | No financing or guarantee activities with Aurora or its directors |
No | Yes | ||||
| 3 | No close business relationship or potential employment relationship with Aurora |
No | Yes | ||||
| 4 | The CPAs and members of the audit team serving as directors or managerial officers or holding positions with significant influence on the audit work of Aurora at present or in the past 2 years |
No | Yes | ||||
| 5 | No provision of non-audit services that may directly affect the audit work |
No | Yes | ||||
| 6 | Not an intermediary of the shares or other securities issued by Aurora |
No | Yes | ||||
| 7 | Not serving as a defense counsel of Aurora or representing Aurora in mediating conflicts with third parties |
No | Yes | ||||
| 8 | Not a family member or relative of a director or managerial officer or person holding a position that has a significant impact on the audit work of Aurora |
No | Yes | ||||
| 4. Does the company appoint adequate persons and a chief governance officer to be in charge of corporate governance matters (including but not limited to providing directors and supervisors required information for business execution, assisting directors and supervisors in following laws and regulations, handling matters in relation to the Board meetings and shareholders' meetings and keeping minutes at the Board meetings and shareholders' meetings according to law)? |
|
On November 10, 2020, the Board passed the resolution to appoint Director Ma Chih-Hsien as Corporate Governance Officer. With more than 3 years of experience in the capacity as financial officers of public companies, Director Ma completed 6 hours of continuing training in 2020 and will meet the statutory requirements for continuing training one year before the expiration of the term of office in 2021. The Corporate Governance Office is responsible for handling the following corporate governance matters: a. Provide directors required information for business execution and assist directors in following laws and regulations. b. Handle matters in relation to the Board meetings (including Audit Committee and Remuneration Committee meetings) and shareholders' meetings, keep minutes at the meetings, and assist with legal compliance of resolutions. c. Assist directors in assuming office and pursuing continuing education. |
None. |
||||
| 5. Doesthe company establishcommunication | | a. In addition toastakeholdersectionon the company | None. |
27
| channels and a dedicated section on the company website for stakeholders (including but not limited to shareholders, employees, customers, and suppliers) to respond to material corporate social responsibility issues in a proper manner? |
website, Aurora has a spokesperson and each department's contact information set up to maintain unimpeded communication with shareholders, employees, customers, suppliers, and other stakeholders and respond to material corporate social responsibility issues in a proper manner. b. A stakeholder section has been set up on the company website: https://www.aurora.com.tw/stakeholder |
|||
|---|---|---|---|---|
| 6. Does the company appoint a professional shareholder service agency to deal with shareholderaffairs? |
| Aurora has appointed Yuanta Securities Co., Ltd. to deal with shareholder affairs. |
None. | |
| 7. Information disclosure a. Does the company have a website to disclose the financial operations and corporate governance status? b. Does the company have other information disclosure channels (e.g., building an English website, appointing designated people to handle information collection and disclosure, creating a spokesman system, and making the process of investor conferences available on the corporate website)? c. Does the company publicly announce and file the annual financial reports within two months after the close of the given fiscal year and publicly announce and file the first, second, and third quarterly financial reports and the operation of each month ahead of the required deadline? |
|
| a. An investor relations section has been set up on the company website to disclose the financial operations and corporate governance status in accordance with relevant laws and regulations. For more information, visit https://www.aurora.com.tw. b. In addition to setting up Chinese and English websites, Aurora discloses investor presentations on the company website. Designated people are appointed to handle information collection and disclosure. A spokesperson system is also in place to answer inquiries about the business and financial operations of Aurora. For more information, visit https://www.aurora.com.tw/_aurora_en. c. In accordance with relevant laws and regulations, Aurora announces and reports the annual financial statements and the first, second and third quarter financial statements and monthly operations within the prescribed period. For more information, visit the MOPS. |
a. None. b. None. c. Except for annual financial statements, the quarterly financial statements and monthly operations are announced and reported within the prescribed period. |
28
| 8. Is there any other important information to facilitate a better understanding of the company’s corporate governance practices (including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ and supervisors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchase of liability insurance for directors and supervisors)? |
|
a. Employee rights and employee wellness Aurora has always protected the rights and interests of employees required by law, as well as providing good benefits and various channels for interaction and grievances. 1) Insurance: group insurance. 2) Remuneration: team bonus, performance bonus, year-end bonus, domestic and overseas travel incentive. 3) Benefits: subsidies for weddings and funerals, scholarships for children, travel allowances, hospitalization consolation money, medical subsidies, year-end party, and uniforms. 4) Health examinations: Allowances for regular health examinations at quality medical institutions. 5) Activities: Domestic and overseas travel allowances and occasional outdoor events and gatherings. 6) Education and training: a comprehensive education and training system (group training, division training, professional certification training), E-learning platform, internal training, external training allowances, and on-the-job training. b. Investor relations Information on finances and business operations is fully disclosed on the MOPS and the company website in accordance with the relevant laws and regulations. A spokesperson and contacts of business departments are also in place to maintain the rights of investors. c. Supplier relations Requisition and procurement are carried out in accordance with the “Procurement Management Rules” to establish equal and reciprocal partnership with suppliers. d. Rights of stakeholders 1) Rights of customers Aurora attaches great importanceto customers' |
a. None. b. None. c. None. d. None. |
|
|---|---|---|---|---|
29
| feedback and after-sales services. To meet customer | ||
|---|---|---|
| needs, immediate measures are taken to address | ||
| customer complaints. | ||
| 2) Rights of shareholders | ||
| Aurora aims to maintain the rights and interests of | ||
| shareholders. | ||
| 3) A Stakeholder section and contact information are | ||
| maintained to protect the rights of stakeholders. | ||
| e. Directors’ training records | e. None. | |
| Please refer to "Directors' Training Records in 2020" | ||
| below (Table 2, page 31). | ||
| f. Implementation of risk management policies and risk | f. None. | |
| evaluation measures | ||
| Risk management policies and risk evaluation measures | ||
| have been formulated and implemented. For more | ||
| information, refer to "VI. Risk Analysis and Assessment | ||
| for the Most Recent Fiscal Year and during the Current | ||
| Fiscal Year Up to the Date of Publication of the Annual | ||
| Report" in Chapter VII. | ||
| g. Implementation of customer relations policies | g. None. | |
| 1) Aurora strictly abides by the contracts and relevant | ||
| agreements signed with customers to maintain | ||
| customers' interests. | ||
| 2) In addition to the branches across Taiwan, Aurora has a | ||
| customer service center and hotline (0809) in place to | ||
| protect consumer rights. | ||
| h. Purchase of liability insurance for directors and supervisors | h. None. | |
| Aurora has purchased liability insurance for directors, | ||
| supervisors, and managerial officers from Fubon Insurance | ||
| Co.,Ltd. at anamount ofUS$1 million. | ||
| e Corporate Governance Evaluation results released by the Taiwan Stock Exchange’s | ||
| plans for improvement with items yet to be improved. | ||
| tion, Aurora expects to set up a cross-departmental task force and continuously follow | ||
| inordertoimprove corporate governance practices. |
- Please explain the improvements made in accordance with the Corporate Governance Evaluation results released by the Taiwan Stock Exchange’s Corporate Governance Center, and provide the priorities and plans for improvement with items yet to be improved. Based on the results of the 7th Corporate Governance Evaluation, Aurora expects to set up a cross-departmental task force and continuously follow up the improvements made by relevant business departments in order to improve corporate governance practices.
30
Table 1: Board Diversity
| Diversified | A Concurrent |
Seniority of | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Core | Age | Independent | ||||||||||
| Competences | Nationality |
Gender | Employee of |
Director | Business |
Decision-Making | Industrial |
Finance and |
Law |
|||
the Company |
Below | Over | Administration | Knowledge | Accounting | |||||||
| Name of | 61~80 | 4~6 Years | ||||||||||
| Director | 60 | 81 | ||||||||||
| Yuan Hui-Hua |
R.O.C. | Female | ✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
||||
| Chen Yung-Tai |
R.O.C. | Male | ✓ |
✓ |
✓ |
✓ |
✓ |
|||||
| Rai Hau-Min | R.O.C. | Male | ✓ |
✓ |
✓ |
✓ |
||||||
| Ma Chih-Hsien |
R.O.C. | Male | ✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
||||
| Liao Kuo-Jung |
R.O.C. | Male | ✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
||||
| Hwa Yueh-Jiuan |
R.O.C. | Female | ✓ |
✓ |
✓ |
✓ |
✓ |
|||||
| Hsu Wen-Chung |
R.O.C. | Male | ✓ |
✓ |
✓ |
✓ |
✓ |
Table 2: Directors' Training Records in 2020
| Title | Name | Date | **Training Institution ** | Course Name | Training Hours |
|---|---|---|---|---|---|
| Chairman | Yuan Hui-Hua |
05/21 |
Taiwan Corporate Governance Association |
Changes in the 5G Era: Industry Upgrade, Future Business Applications, and ContactlessEconomy |
3 |
| 11/20 |
Taiwan Corporate Governance Association |
ESG Risk Management from the Aspect of Corporate Governance | 3 | ||
| Director | Chen Yung-Tai |
05/21 |
Taiwan Corporate Governance Association |
Changes in the 5G Era: Industry Upgrade, Future Business Applications, and Contactless Economy |
3 |
| 11/20 |
Taiwan Corporate Governance Association |
ESG Risk Management from the Aspect of Corporate Governance | 3 | ||
| Director | Rai Hau-Min | 05/21 |
Taiwan Corporate Governance Association |
Changes in the 5G Era: Industry Upgrade, Future Business Applications, and Contactless Economy |
3 |
| 11/20 |
Taiwan Corporate Governance Association |
ESG Risk Management from the Aspect of Corporate Governance | 3 | ||
| Director | Ma Chih-Hsien |
05/21 |
Taiwan Corporate Governance Association |
Changes in the 5G Era: Industry Upgrade, Future Business Applications, and ContactlessEconomy |
3 |
31
| Title | Name | Date | Training Institution | Course Name | Training Hours |
|---|---|---|---|---|---|
| 11/20 | Taiwan Corporate Governance Association |
ESG Risk Management from the Aspect of Corporate Governance | 3 | ||
| Director | Liao Kuo-Jung |
05/21 | Taiwan Corporate Governance Association |
Changes in the 5G Era: Industry Upgrade, Future Business Applications, and Contactless Economy |
3 |
| 11/20 | Taiwan Corporate Governance Association |
ESG Risk Management from the Aspect of Corporate Governance | 3 | ||
| Independent Director |
Hwa Yueh-Jiuan |
05/21 | Taiwan Corporate Governance Association |
Changes in the 5G Era: Industry Upgrade, Future Business Applications, and Contactless Economy |
3 |
| 11/20 | Taiwan Corporate Governance Association |
ESG Risk Management from the Aspect of Corporate Governance | 3 | ||
| Independent Director |
Hsu Wen-Chung |
05/21 | Taiwan Corporate Governance Association |
Changes in the 5G Era: Industry Upgrade, Future Business Applications, and Contactless Economy |
3 |
| 11/20 | Taiwan Corporate Governance Association |
ESG Risk Management from the Aspect of Corporate Governance | 3 |
32
5) Remuneration Committee
a) Professional qualifications and independence analysis of the Remuneration Committee members
| April 19, 2021 | April 19, 2021 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Meeting One of the Following Professional | ||||||||||||||||
Qualification Requirements, Together with |
Independence Criteria (Note 2) | |||||||||||||||
| At Least Five Years of Work Experience | ||||||||||||||||
| An Instructor | A Judge, | Having Work | ||||||||||||||
| Title | or Higher | Public |
Experience in |
|||||||||||||
| (Note 1) | Position in a |
Prosecutor, | the Areas of |
|||||||||||||
| Department | Attorney, | Commerce, | ||||||||||||||
| of | Certified | Law, | Number of | |||||||||||||
| Commerce, | Public | Finance, or | Other Public | |||||||||||||
Law, |
Accountant, | Accounting, | Companies | |||||||||||||
| Qualifications | ||||||||||||||||
Finance, |
or Other | or Otherwise |
where the | |||||||||||||
| Accounting, | Professional | Necessary for | Individual | |||||||||||||
| Remark | ||||||||||||||||
or Other |
or Technical | the Business |
Concurrently | |||||||||||||
| Academic | Specialist | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | Serves as a | ||||
| Name | ||||||||||||||||
| Department | who Has |
Remuneration | ||||||||||||||
Related to the |
Passed a |
Committee | ||||||||||||||
| Business | National | Member | ||||||||||||||
| Needs in a | Examination | |||||||||||||||
| Public or | and Has Been | |||||||||||||||
| Private Junior | Awarded a |
|||||||||||||||
| College, | Certificate in | |||||||||||||||
College or |
a Profession | |||||||||||||||
University |
Necessary for | |||||||||||||||
| the Business | ||||||||||||||||
| Independent | Hwa | |||||||||||||||
| ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 0 | |||||
| Director | Yueh-Jiuan | |||||||||||||||
| Independent | Liao | |||||||||||||||
| ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 0 | |||||
| Director | Kuo-Jung | |||||||||||||||
| Independent | Hsu | |||||||||||||||
| ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 0 | |||||
| Director | Wen-Chung | |||||||||||||||
Note 1. For the title, please fill in director, independent director, or others.
Note 2. Please check “ ✓ ” the corresponding boxes if the members meet the following conditions during the two years ✓ prior to the nomination and during the term of office.
-
(1) Not an employee of Aurora or any of its affiliates.
-
(2) Not a director or supervisor of Aurora or any of its affiliates (except for independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, Aurora and its parent or subsidiary or a subsidiary of the same parent).
-
(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of Aurora or is ranked in the top 10 in shareholdings.
-
(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the officer in the preceding 1 subparagraph, or of any of the persons in the preceding three subparagraphs.
-
(5) Not a director, supervisor, or employee of an institutional shareholder that directly holds 5%or more of the total number of issued shares of Aurora, or that ranks among the top 5 in shareholdings, or that designates its representative to serve as a director or supervisor of Aurora under Paragraph 1 or 2, Article 27 of the Company Act (except for an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, Aurora and its parent or subsidiary or a subsidiary of the same parent).
-
(6) Not a director, supervisor or employee of a company controlled by the same person who has shares over half of Aurora's director seats or voting rights (except for an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, Aurora and its parent or subsidiary or a subsidiary of the same parent).
-
(7) Not a director, supervisor, or employee of another company or institution who, or whose spouse, is a chairman, president, or person holding an equivalent position of Aurora (except for an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, Aurora and its parent or subsidiary or a subsidiary of the same parent).
-
(8) Not a director, supervisor, managerial officer, or shareholder holding 5% or more of the shares of a specified company or institution that has a financial or business relationship with Aurora (except for a specific company or institution holding more than 20% but less than 50% of the total issued shares of Aurora and concurrently serving as an independent director, as appointed in accordance with the Act or the laws and regulations of the local country, at Aurora and its parent or subsidiary or a subsidiary of the
33
same parent).
-
(9) Not a professional individual, sole proprietorship, partnership, owner of a company or institution, partner, director, supervisor, managerial officer or spouse thereof that provides auditing service for Aurora or any of its affiliates, or provides commercial, legal, financial, or accounting service with cumulative remuneration less than NT$500,000 in the past two years. However, this does not apply in cases where members of the Remuneration Committee, the Review Committee for Public Tender Offer or the Special Committee for Mergers and Acquisitions perform their functions in accordance with the Securities and Exchange Act or the Business Mergers and Acquisitions Act.
-
(10) Not under any of the categories stated in Article 30 of the Company Act.
b) Operational status of the Remuneration Committee
-
i. There are a total of 3 members in the Remuneration Committee.
-
ii. The term of office of the current Remuneration Committee is from June 12, 2019 to June 11, 2022. A total of 2 meetings of the Remuneration Committee (A) were held in 2020, with the qualifications of members and attendance records as follows:
| Title | Name | Attendance in Person (B) |
Attendance by Proxy |
Attendance Rate (B/A) (Note) |
Remark |
|---|---|---|---|---|---|
| Convener | Hwa Yueh-Jiuan |
2 | 0 | 100% | |
| Committee Member |
Liao Kuo-Jung |
2 | 0 | 100% | |
| Committee Member |
Hsu Wen-Chung |
2 | 0 | 100% | |
| Other matters to be recorded: 1. If the Board of Directors refuses to adopt or amends a recommendation of the Remuneration Committee, the date of the meeting, session, content of the motion, resolution by the Board of Directors, and the company ’s response to the Remuneration Committee’s opinion (e.g., if theremuneration passed by the Board of Directors exceeds the recommendation of the Remuneration Committee, the circumstances and cause for the difference shall be specified) shall be specified: None. Remuneration Committee Content of Motion and Follow-up Objections or Reservations by Remuneration Committee The 2nd meeting of the 5th term 2020.05.08 Evaluation of the remuneration for managerial officers. None Resolution: Passed bythe agreement of all committee members. The company’s response to the Remuneration Committee’s opinion: Passed by the agreement of all directors present. The 3rd meeting of the 5th term 2020.11.06 Review of the performance evaluation and remuneration system for managerial officers. None Resolution: Passed bythe agreement of all committee members. The company’s response to the Remuneration Committee’s opinion: Passed by the agreement of all directors present. 2. If there are resolutions of the Remuneration Committee to which members object or express reservations, and for which there is a record or declaration in writing, the date of the meeting, session, content of the motion, all members’ opinions and the response to members’ opinion shall be specified: None. |
Note 1. The resignation date for any members of the Remuneration Committee resigning
34
before the end of the fiscal year shall be specified in the Remark column. The attendance rate (%) shall be calculated based on the number of meetings held by the Remuneration Committee and the number of attendance during the member’s tenure.
- Note 2. If members of the Remuneration Committee are re-elected before the end of the fiscal year, the succeeding and preceding members shall be listed and indicated as "succeeding", "preceding" or "re-elected" in the Remark column, as well as the date of re-election. The attendance rate (%) shall be calculated based on the number of meetings held by the Remuneration Committee and the number of attendance during the member’s tenure.
35
6) Implementation Status of Corporate Social Responsibility and Deviations from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof
| Implementation Status | Implementation Status | Implementation Status | Deviations from the | |
|---|---|---|---|---|
| Corporate Social | ||||
| Responsibility Best | ||||
| Evaluation Item | Practice Principles for |
|||
| Yes | No | Description | ||
| TWSE/TPEx Listed | ||||
| Companies and Reasons | ||||
| Thereof | ||||
| 1. Does the company conduct risk assessments on environmental, social and corporate governance issues related to the business operations and formulate relevant risk management policies or strategies based on the materiality principle? |
| 1. The Board of Directors approved the "Corporate Governance Best-practice Principles" and “Corporate Social Responsibility Best-practice Principles” on December 24, 2014 and April 27, 2017 respectively for the management and all employees to follow. Aurora manages economic, environmental, and social risks and impacts according to these two principles. |
1. None. |
|
| 2. Does the company establish an exclusively (or concurrently) dedicated unit to implement corporate social responsibility and have management appointed by the Board of Directors to be in charge of corporate social responsibility and to report the implementation status to theBoard of Directors? |
| 2. The Marketing Department serves as a concurrently dedicated unit in charge of corporate social responsibility-related operations and reports the implementation status to the Board of Directors from time to time. |
2. An exclusively dedicated unit will be set up according to the business needs. |
|
| 3. Environmental issues a. Does the company establish an environmental management system proper to its industry’s characteristics? |
| a. 1) The Furniture Factory obtained the ISO 50001 Energy Management System certification in 2013. It implements the energy management policy every year, and once again obtained the ISO 50001:2018 Energy Management System certification in 2020. 2) With an energy performance indicator (EnPI) set up, the Furniture Factory set the energy saving rate (compared to the energy baseline) to decrease by 3%in 2020. |
a. None. |
36
| Implementation Status | Implementation Status | Implementation Status | Deviations from the | |
|---|---|---|---|---|
| Corporate Social | ||||
| Responsibility Best | ||||
| Evaluation Item | Practice Principles for |
|||
| Yes | No | Description | ||
| TWSE/TPEx Listed | ||||
| Companies and Reasons | ||||
| Thereof | ||||
| b. Does the company endeavor to utilize all resources more efficiently and use renewable materials that have low impact on the environment? c. Does the company assess the potential risks and opportunities of climate change for its current and future operations and undertake response measures with respect to climate change? d. Does the company calculate the amount of greenhouse gas emissions, water consumption, and waste production in the past two years and implement policies to cut down energy and water consumption, carbon and greenhouse gas emissions, and waste production? |
|
b. In 2020, the Furniture Factory continued to improve the work environment and productivity and reduce exceptions and waste of resources in the process. It also increased equipment utilization and effectively used various resources. c. Aurora has assessed the impact of climate-related risks on the business model and assets, and has taken appropriate measures such as customer decentralization and property insurance to mitigate risks. d. 1) Compared to the energy baseline, the Furniture Factory reduced electricity consumption by 6.1% in 2020, saving 102,000 kWh of electricity. With an increase in energy efficiency, natural gas consumption decreased by 3.9%, saving 9,530 m³. A total of 71 metric tons of carbon emissions were reduced. 2) In 2020, mechanical punch presses were upgraded to improve productivity by approximately 3 times. This saved 27,000 kWh of electricity and reduced 14 metric tons of carbon emissions on average. 3) Compared to 1,315 metric tons of carbon dioxide emissions in 2019, carbon dioxide emissions were 1,240 metric tons in 2020, a decrease of 75 metric tons. |
b. None. c. None. d. None. |
|
| 4. Social issues |
37
| Implementation Status | Implementation Status | Implementation Status | Deviations from the | |
|---|---|---|---|---|
| Corporate Social | ||||
| Responsibility Best | ||||
| Evaluation Item | Practice Principles for |
|||
| Yes | No | Description | ||
| TWSE/TPEx Listed | ||||
| Companies and Reasons | ||||
| Thereof | ||||
| a. Does the company formulate appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights? b. Does the company appropriately reflect the business performances or achievements in the employee remuneration policy (including salary, annual leave and other benefits)? |
|
a. To fulfill corporate social responsibility and protect the human rights of all employees, customers and stakeholders, Aurora endorses the United Nations' "Universal Declaration of Human Rights," "Global Compact," and "Guiding Principles on Business & Human Rights," as well as the International Labor Organization’s "Declaration on Fundamental Principles and Rights at Work." Valuing these internationally recognized human rights standards, Aurora treats all employees, contractors and temporary workers, and interns with respect and ensures that their fundamental human rights are fully protected. Aurora strictly abides by the local labor laws and regulations. The “Work Rules”, which stipulates labor rights and obligations in compliance with labor laws and regulations, has been approved by the labor bureau to protect the legal rights and interests of employees and further labor-management relations. b. 1) Aurora has drawn up regulations specifying standards for remuneration, attendance and leave, performance evaluation, rewards and punishments, and employee benefits. A "Profit Center System" and an “Operating Results Sharing System” are also in place to share the operating profits with all employees. 2) Aurora thinks highly of employees' value and performance.Aperformance evaluation is carried |
a. None. b. None. |
38
| Implementation Status | Implementation Status | Implementation Status | Deviations from the | |
|---|---|---|---|---|
| Corporate Social | ||||
| Responsibility Best | ||||
| Evaluation Item | Practice Principles for |
|||
| Yes | No | Description | ||
| TWSE/TPEx Listed | ||||
| Companies and Reasons | ||||
| Thereof | ||||
| c. Does the company provide a healthy and safe work environment and organize health and safety training for its employees on a regular basis? d. Does the company establish effective career development and training plansfor its |
|
out twice every year to give praise/guidance to high-performing/low-performing employees. Pay adjustments, bonuses, and dividends are also provided according to the individual performances to boost employees' motivation to develop and grow. 3) According to Article 29 of the Articles of Incorporation, if Aurora makes a profit (i.e., net profit before tax after deduction of the portion set aside for employee remuneration) within a fiscal year, 1~10% of the profit shall be reserved as the employee remuneration; in case of accumulated loss, however, a portion of the profit shall first be reserved to cover the loss. The counterparties to whom remuneration shall be distributed in cash or stock as stated in the preceding paragraph includes the employees of Aurora's subordinate companies that meet certain criteria. c. Aurora is committed to providing a safe and healthy work environment for employees. According to the Fire Services Act, a sound fire system has been set up to carry out and report inspections on a regular basis; in addition to regular fire training, emergency response drills are organized every year. Employees are provided with a health examination every two years. d. 1) Aurora organizes training courses on leadership, generalskills,functions, and expertise. Job |
c. None. d. None. |
39
| Implementation Status | Implementation Status | Implementation Status | Deviations from the | |
|---|---|---|---|---|
| Corporate Social | ||||
| Responsibility Best | ||||
| Evaluation Item | Practice Principles for |
|||
| Yes | No | Description | ||
| TWSE/TPEx Listed | ||||
| Companies and Reasons | ||||
| Thereof | ||||
| employees? e. Does the company comply with relevant regulations and international standards regarding customer health and safety, right to privacy, marketing and labeling of its products and services and set up relevant consumer protection policies and complaint procedures? f. Does the company formulate and implement supplier management policies that require suppliers to follow relevant regulations on environmental protection, occupational safety andhealthor labor human rights? |
|
rotations, project assignments, work substitutions, and external training courses are also arranged to train employees in every aspect so that employees can be more confident of their ability to deliver. 2) All employees are kept well informed of the operating policies through business meetings held monthly or from time to time, intranet announcements, and “Aurora Monthly." e. 1) Aurora has formulated the "Complaints Handling Standards" and "Customer Feedback Handling Procedures." A customer-oriented quality system is used to comprehensively and objectively evaluate customers' satisfaction with Aurora's products or services, so as to understand the gap between customer needs and expectations as the basis for quality improvement, further achieving the goal of business sustainability. 2) Aurora’s products and services are marketed and labeled in compliance with relevant laws and regulations to protect the rights and interests of consumers. f. Aurora attaches great importance to environmental and social protection. Only suppliers that operate with integrity are selected. Aurora also evaluates the competence of suppliers on a regular basis. All suppliers arerequired to comply with Aurora's ethical |
e. None. f. None. |
40
| Implementation Status | Implementation Status | Implementation Status | Deviations from the | |
|---|---|---|---|---|
| Corporate Social | ||||
| Responsibility Best | ||||
| Evaluation Item | Practice Principles for |
|||
| Yes | No | Description | ||
| TWSE/TPEx Listed | ||||
| Companies and Reasons | ||||
| Thereof | ||||
| corporate management policy. Any type of gift money or kickbacks and conflicts of interest should be avoided. If suppliers fail to comply, Aurora will terminate the business dealings with the suppliers immediately to maintain the quotations, quality, and service to the utmost. Aurora is committed to working hand in hand with suppliers to fulfill corporate social responsibilities by asking suppliers to evaluate the impact on the environment and society of their sources of supply. Such impact of significance may lead to the immediate terminationor rescissionofcontracts. |
||||
| 5. Does the company refer to internationally-used standards or guidelines for the preparation of reports such as CSR reports to disclose non-financial information? Are the reports certified or assured by a third-party accreditation body? |
| 5. The "Corporate Social Responsibility Best-practice Principles" was approved by the Board of Directors on April 27, 2017 and has been disclosed on the company website. |
Third-party certification or assurance will be arranged upon evaluation. |
|
| 6. If the company has established corporate social responsibility best-practice principles based on the "Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies," describe the implementation and any deviations from such principles: Aurora has drawn up the "Corporate Social Responsibility Best-practice Principles." The Marketing Department is responsible for promoting the implementation of the principles. No deviation from the "Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies" has been found. |
||||
| 7. Other important information to facilitate a better understanding of corporate social responsibility practices: Every business is a member of society. It is incumbent on businesses to give back to society as good corporate citizens while staying competitive and profitable. “Giving back to society” has always been Aurora's business philosophy. Aurora achieves this by creating jobs and cultivating talents; providing eco-friendly, quality products and services that improve living standards; increasing shareholders' value and willingness to invest to drive economic development; payingtaxesaccordingtolawtoimprovethe country'sfinancesand well-being;and participatinginphilanthropicactivities |
41
| Implementation Status | Implementation Status | Implementation Status | Deviations from the | |
|---|---|---|---|---|
| Corporate Social | ||||
| Responsibility Best | ||||
| Evaluation Item | Practice Principles for |
|||
| Yes | No | Description | ||
| TWSE/TPEx Listed | ||||
| Companies and Reasons | ||||
| Thereof | ||||
| to exert positive influence on society. Philanthropic activities in which Aurora participated in 2020 are as follows: a. Aurora Monthly: Established in 1971, Aurora Monthly has been released for 49 consecutive years. Featuring business administration, arts, and culture, Aurora Monthly is available for free subscription by the public to promote communication between the business and society. About 70,000 copies are issued monthly in Taiwan and mainland China. A digital version is also available to reduce paper consumption. b. Through the "Office Supply Donation Project," Aurora has long been donating office supplies directly to disadvantaged groups and social welfare institutions to help make the best use of their office space and improve their work efficiency. •In 2020, office supplies were donated to 14 social welfare institutions, with a total of 50 volunteers spending 100 hours delivering arranging 336 articles such as tables, cabinets, chairs, screens, workstations, sofas, and coffee tables. c. At Aurora, employees are encouraged to take part in philanthropic activities. A social welfare platform has been set up for employees to participate in local communities. Since 2015, Aurora has organized "Love and Accompany," where employees volunteer to help local social welfare institutions spread warmth and love to those in need. In a total of 250 philanthropic activities, 4,088 employees have volunteered for 16,549 hours to attend on 75,939 beneficiaries. •In 2020 alone,193 volunteers spent 88hours visiting22socialwelfareinstitutions and11,570 disadvantaged people. |
42
7) Implementation Status of Ethical Corporate Management and Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof
| Implementation Status | Implementation Status | Implementation Status | Deviations from the | |
|---|---|---|---|---|
| Ethical Corporate | ||||
| Management Best Practice | ||||
| Evaluation Item | ||||
| Yes | No | Description | Principles for TWSE/TPEx | |
| Listed Companies and | ||||
| Reasons Thereof | ||||
| 1. Establishment of ethical corporate management policies and programs a. Does the company establish the ethical corporate management policies approved by the Board of Directors and declare its ethical corporate management policies and procedures in its guidelines and external documents, as well as the commitment from its Board to implement the policies? b. Does the company establish a risk assessment mechanism against unethical conduct, analyze and assess on a regular basis business activities within its business scope which are at a higher risk of being involved in unethical conduct, and establish prevention programs accordingly, which shall at least include those specified in Paragraph 2, Article 7 of the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies"? |
|
a. Aurora has formulated the "Ethical Corporate Management Best-practice Principles" and "Regulations for Rewards and Disciplinary Actions" to build a sound ethical corporate management culture. Employees who are found to have been involved in "falsification, fraud, or accepting gifts from suppliers without reporting" or "embezzlement of public funds, misappropriation of company funding, or forgery of documents," depending on the severity of the case, are subject to disciplinary actions or dismissal. The said regulations are also announced on the intranet for all employees to follow and implement ethical corporate management. b. When entering into contracts with other parties, Aurora will fully review the business operations of the parties and include the ethical corporate management policies in the contracts. If counterparties are found to be unethical, Aurora will cease the business dealings or transactions immediately and blacklist the counterparties. |
a. None. b. None. c. None. |
43
| Implementation Status | Implementation Status | Implementation Status | Deviations from the | |
|---|---|---|---|---|
| Ethical Corporate | ||||
| Management Best Practice | ||||
| Evaluation Item | ||||
| Yes | No | Description | Principles for TWSE/TPEx | |
| Listed Companies and | ||||
| ReasonsThereof | ||||
| c. Does the company specify in its prevention programs the operating procedures, guidelines, punishments for violations, and a grievance system and implement them and review the prevention programs on a regular basis? |
| c. Aurora has formulated the "Guidelines for Preventing Unethical Conduct," which is a basis for directors, managerial officers, and employees to implement ethical corporate management through internal controls and regulations. An exclusively dedicated unit is also in place to carry out the audit work and report to theBoard of Directors. |
||
| 2. Fulfillment of ethical corporate management a. Does the company evaluate business partners’ ethical records and include ethics-related clauses in the business contracts signed with the counterparties? |
| a. 1) For potential suppliers, Aurora will evaluate their legality and ethical management policies and ascertain whether they have a record of involvement in unethical conduct in order to ensure that they conduct business in a fair and transparent manner and do not request, offer, or take bribes. 2) To go in line with Aurora's ethical corporate management and anti-bribery and corruption policies, suppliers are required to sign a written statement declaring that they will not have an improper relationship with the employees of Aurora (including their family members). At Aurora, the purchase contract with a third party also specifies the "integrity clause." To implement the ethical corporate management policies to the full, suppliers violating the integrity clause are subject to a large amount of punitive |
a. None. |
44
| Implementation Status | Implementation Status | Implementation Status | Deviations from the | |
|---|---|---|---|---|
| Ethical Corporate | ||||
| Management Best Practice | ||||
| Evaluation Item | ||||
| Yes | No | Description | Principles for TWSE/TPEx | |
| Listed Companies and | ||||
| ReasonsThereof | ||||
| b. Does the company establish an exclusively dedicated unit supervised by the Board of Directors to be in charge of ethical corporate management and report to the Board of Directors the implementation of ethical corporate management policies and prevention programs on a regular basis (at least once a year)? c. Does the company establish policies to prevent conflicts of interest, provide appropriate communication channels, and implement them accordingly? d. Does the company establish effective accounting systems and internal control systems to implement ethical corporate management, with the internal audit unit being responsible for devising relevant audit plans based on the results of assessment of any unethical conduct risk, examining accordingly the compliance withthe preventionprograms, orengaging a certified |
|
| liquidated damages and will be blacklisted by Aurora. b. Ethical corporate management is carried out by each department under mutual supervision. For instance, requisition and procurement are handled by separate departments. Aurora has also drawn up the "Procurement Guidelines" for each department to follow strictly. Based on the principle of division of powers and responsibilities, the audit department is responsible for auditing the control points every year and from time to time and reporting the audit results to the Board of Directors on a regular basis. No material defects have been identified in the audit reports. c. At Aurora, all business activities are conducted according to law to prevent any conflicts of interest. Designated people are responsible for compiling regular reports on conflicts of interest lodged through a variety of communication channels. d. Aurora has established the accounting system in accordance with the relevant laws and regulations. With an audit plan prepared each year, the finance department and internal auditors are responsible for carrying out internal controls and reporting the audit results to the Board of Directors. |
b. An exclusively dedicated unit will be set up according to the business needs. c. None. d. None. |
45
| Implementation Status | Implementation Status | Implementation Status | Deviations from the | |
|---|---|---|---|---|
| Ethical Corporate | ||||
| Management Best Practice | ||||
| Evaluation Item | ||||
| Yes | No | Description | Principles for TWSE/TPEx | |
| Listed Companies and | ||||
| ReasonsThereof | ||||
| public accountant to carry out the audit? e. Does the company regularly hold internal and external training on ethical corporate management? |
| e. At Aurora, employees are required to follow "integrity, ethical conduct, and compliance" in course of performing duties and managing business activities. Through regular on-the-job training, E-learning platform courses, and external training, employees are imbued with an idea that “integrity” is the fundamental cause of success in interpersonal relationships and business operations. |
e. None. | |
| 3. Operation of the whistle-blowing system a. Does the company establish both a reward/whistle-blowing system and convenient whistle-blowing channels? Are appropriate personnel assigned to the accused party? b. Does the company establish the standard operating procedures for investigating reported misconduct, follow-up measures to be taken after the investigation, and related confidentiality mechanisms? c. Does the company provide protection for whistle-blowers against receiving improper treatment? |
|
a. The "Regulations for Handling Reported Illegal, Unethical or Dishonest Conduct" was approved by the Board of Directors in April 2016. Illegal, unethical or dishonest conduct can be reported by phone, e-mail or mail and will be handled by the spokesperson and the Auditing Office. b. When receiving reported illegal, unethical or dishonest conduct, the spokesperson and the Auditing Office will first clarify the intention and concrete evidence with whistle-blowers and then launch an independent investigation to keep the identities of the whistle-blowers confidential. c. The "Regulations for Handling Reported Illegal, Unethical or Dishonest Conduct" clearly stipulates thatreportedillegal, unethicalor |
a. None. b. None. c. None. |
46
| Implementation Status | Implementation Status | Implementation Status | Deviations from the | |
|---|---|---|---|---|
| Ethical Corporate | ||||
| Management Best Practice | ||||
| Evaluation Item | ||||
| Yes | No | Description | Principles for TWSE/TPEx | |
| Listed Companies and | ||||
| ReasonsThereof | ||||
| dishonest conduct should be handled in a non-disclosure manner, with the identities of the whistle-blowers kept absolutely confidential. If whistle-blowers are employees, it is incumbent on Aurora to protect whistle-blowers against any improper treatment. |
||||
| 4. Enhanced disclosure of ethical corporate management information a. Does the company disclose the ethical corporate management policies and the results of its implementation on the company website and MOPS? |
| Aurora has set up a Chinese website to disclose the company profile and business-related information. Please visit the company website at http://www.aurora.com.tw. |
None. | |
| 5. If the company has established the ethical corporate management best-practice principles based on the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies," please describe the implementation and any deviations from the Principles: Aurora has established the "Ethical Corporate Management Best-practice Principles." No deviation from the Ethical Corporate Management Best PracticePrinciplesfor TWSE/TPEx Listed Companieshas been found. |
||||
| 6. Is there any other important information to facilitate a better understanding of the company's ethical corporate management practices? a. The amendment to the "Ethical Corporate Management Best-practice Principles" has been made in response to the establishment of the Audit Committee on July 7, 2017. b. Aurora has setupthe business philosophyto sharetheideaof integrityinpursuitofsustainable development. |
8) Method for Inquiring into the "Corporate Governance Best-practice Principles" and Relevant Regulations
The "Corporate Governance Best-practice Principles" and relevant regulations are available in the investor relations section on the company website at
http://www.aurora.com.tw/internal-policies.
47
9) Other Important Information on Corporate Governance
To strengthen corporate governance practices, the following regulations have been formulated for directors, managerial officers, and employees to follow: "Corporate Governance Best-practice Principles," "Rules of Procedure for Shareholders' Meetings," "Regulations Governing Procedure for Board of Directors Meetings," "Regulations Governing the Election of Directors," "Codes of Ethical Conduct," "Audit Committee Charter," "Ethical Corporate Management Best-practice Principles," "Remuneration Committee Charter," “Corporate Social Responsibility Best-practice Principles,” "Guidelines for Preventing Unethical Conduct," "Standard Operating Procedures for Handling Requests from Directors," "Regulations Governing the Evaluation of the Board of Directors," "Rules Governing the Scope of Powers of Independent Directors," "Procedures for Handling Material Inside Information and Preventing Insider Trading," and "Regulations for Handling Reported Illegal, Unethical or Dishonest Conduct."
In addition, Aurora has made amendments to the "Ethical Corporate Management Best-practice Principles," "Rules of Procedure for Shareholders' Meetings," "Regulations Governing the Election of Directors," "Rules Governing the Scope of Powers of Independent Directors," "Audit Committee Charter," "Remuneration Committee Charter," and "Regulations Governing the Evaluation of the Board of Directors" in line with the enactment of or amendment to the relevant laws and regulations of the competent authorities. The said regulations are available on the company website.
48
10) Status of Internal Control System
a) Statement on Internal Control
Aurora Corporation Statement on Internal Control
Date: March 16, 2021
Aurora makes the following statement according to the self-evaluation conducted of the internal control system in 2020:
1. Aurora acknowledges that it is the responsibility of the Board of Directors and managerial officers to establish, implement, and maintain the established internal control system. Its purpose is to reasonably ensure that operational effectiveness and efficiency (including income, performance, and asset safety) and reporting are reliable, timely, and transparent, as well as to ensure compliance with relevant regulations and laws.
2. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its 3 stated objectives above. Moreover, the effectiveness of an internal control system may be subject to changes due to extenuating circumstances beyond control. Nevertheless, the internal control system contains self-monitoring mechanisms, and Aurora takes immediate remedial actions in response to any identified deficiencies.
3. Aurora evaluates the design and operating effectiveness of the internal control system based on the criteria provided in the "Regulations Governing the Establishment of Internal Control Systems by Public Companies" (herein below, the "Regulations"). The criteria adopted by the Regulations identify 5 components of internal control based on the process of management control: 1. control environment; 2. risk assessment; 3. control activities; 4. information and communication; and 5. monitoring operations. Each key component includes several items. Please refer to the Regulations for the aforementioned items.
4. Aurora has evaluated the design and operating effectiveness of the internal control system according to the Regulations.
5. In accordance with the aforementioned evaluation, Aurora has found that the design and implementation of the internal control system (including the assessment and management of subsidiaries), as of December 31, 2020, including the efficacy of understanding operations, the efficiency of achievement of objectives, reliability in reporting, timeliness, and compliance with the relevant guidelines and laws, are effective and can reasonably provide assurance of the aforesaid goals.
6. This statement is an integral part of Aurora's annual report and prospectus and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.
7. This statement has been approved on March 16, 2021, by the Board of Directors, and out of the 7 Board members in attendance, none has objected to this statement and all consented to the content expressed herein.
Aurora Corporation
Chairman: Yuan Hui-Hua
President: Chou Ming-Chung
- b) If a CPA has been hired to carry out a special audit of the internal control system, the CPA audit report shall be disclosed: None.
49
-
11) Penalties Imposed upon Aurora and Aurora's Employees According to Law, Penalties Imposed by Aurora upon Employees for the Violation of the Internal Control System Policy, Principal Deficiencies, and Improvement Status during the Most Recent Fiscal Year and during the Current Fiscal Year Up to the Date of Publication of the Annual Report: None.
-
12) Major Resolutions of Shareholders’ Meeting and Board Meetings during the Most Recent Fiscal Year and during the Current Fiscal Year Up to the Date of Publication of the Annual Report:
Shareholders' meetings:
Major resolutions on June 10, 2020:
-
a) Acknowledgement of the business report and financial statements for 2019.
-
b) Acknowledgement of distribution of earnings for 2019.
Implementation: On the basis of the ex-dividend date as of July 14, 2020, cash dividends (NT$5.8 per share) will be distributed on July 24, 2020.
-
c) Adoption of the distribution of cash dividends from capital surplus.
-
Implementation: On the basis of the ex-dividend date as of July 14, 2020, cash dividends (NT$0.2 per share) will be distributed on July 24, 2020.
-
d) Adoption of the amendments to the Articles of Incorporation.
Implementation: The amended articles have been implemented.
-
e) Adoption of the amendments to the "Rules of Procedure for Shareholders' Meetings."
-
Implementation: The amended rules have been implemented.
-
f) Adoption of the amendments to the "Regulations Governing the Election of Directors." Implementation: The amended regulations have been implemented.
Board meetings:
-
a) Resolutions of the 4th meeting of the 11th term on March 23, 2020:
-
(1) Passed the distribution of employee compensation for 2019.
-
(2) Passed the business report and financial statements for 2019.
-
(3) Passed the distribution of earnings for 2019.
-
(4) Passed the distribution of cash dividends from capital surplus.
-
(5) Passed the amendments to the "Article of Incorporation" and "Regulations Governing the Election of Directors."
-
(6) Passed the amendment to the "Rules of Procedure for Shareholders' Meetings."
-
(7) Passed the amendments to the "Ethical Corporate Management Best-practice Principles" and other 3 regulations.
-
(8) Passed the convention of the 2020 shareholders' meeting.
-
(9) Passed the matters in relation to the acceptance of proposals from shareholders in
50
the 2020 shareholders' meeting, including the period, place, review criteria, and operating procedures.
-
(10) Passed the self-assessment report on the internal control system and the "Statement on Internal Control" for 2019.
-
(11) Passed the assessment of the appointment and independence of the CPAs for 2020.
-
(12) Passed the proposal to authorize the Chairman to make the application, change, or extension of credit facilities with 20 banks, including Mega Bills Finance Co., Ltd. within the respective lines of credit in 2020.
-
b) Resolutions of the 5th meeting of the 11th term on May 12, 2020:
-
(1) Passed the consolidated financial statements for the first quarter of 2020.
-
(2) Passed the Remuneration Committee's evaluation of management's remuneration.
-
c) Resolutions of the 6th meeting of the 11th term on June 18, 2020:
-
(1) Passed the ex-dividend dates (including earnings and capital surplus) and payment date of cash dividends for 2019.
-
(2) Passed the cancellation of Furniture Division Taipei 37 Branch.
-
d) Resolutions of the 7th meeting of the 11th term on August 11, 2020:
-
(1) Passed the consolidated financial statements for the second quarter of 2020.
-
(2) Passed the relocation of the OA Division branch.
-
e) Resolutions of the 8th meeting of the 11th term on November 10, 2020:
-
(1) Passed the consolidated financial statements for the third quarter of 2020.
-
(2) Passed the audit plan for 2021.
-
(3) Passed the Remuneration Committee's evaluation of the "management performance evaluation and remuneration system."
-
(4) Passed the appointment of the "Corporate Governance Officer."
-
(5) Passed the relocation of the OA Division branch.
-
f) Resolutions of the 9th meeting of the 11th term on March 16, 2021:
-
(1) Passed the distribution of employee compensation for 2020.
-
(2) Passed the business report and financial statements for 2020.
-
(3) Passed the distribution of earnings for 2020.
-
(4) Passed the distribution of cash dividends from capital surplus.
-
(5) Passed the amendment to the "Rules of Procedure for Shareholders' Meetings."
-
(6) Passed the amendment to the "Regulations Governing the Election of Directors."
-
(7) Passed the re-establishment of the "Regulations Governing Procedure for Board of Directors Meetings" and the revocation of the original regulations.
51
-
(8) Passed the enactment of the "Rules Governing the Scope of Powers of Independent Directors."
-
(9) Passed the amendments to the "Codes of Ethical Conduct" and other 3 regulations.
-
(10) Passed the convention of the 2021 shareholders' meeting.
-
(11) Passed the matters in relation to the acceptance of proposals from shareholders in the 2021 shareholders' meeting, including the period, place, review criteria, and operating procedures.
-
(12) Passed the self-assessment report on the internal control system and the "Statement on Internal Control" for 2020.
-
(13) Passed the assessment of the appointment and independence of the CPAs for 2021.
-
(14) Passed the change in the custodian of the company seal for endorsements/guarantees to Mr. Chien Chia-Hsin from the legal department.
-
(15) Passed the proposal to authorize the Chairman to make the application, change, or extension of credit facilities with 19 banks, including Mega Bills Finance Co., Ltd. within the respective lines of credit in 2021.
-
(16) Passed the relocation of the OA Division branch.
-
13) Any Dissenting Opinions Expressed by Directors with Respect to Major Resolutions Passed by the Board of Directors during the Most Recent Fiscal Year and during the Current Fiscal Year up to the Date of Publication of the Annual Report, where Said Dissenting Opinions Have Been Recorded or Prepared as a Written Declaration: None.
-
14) A Summary of Resignations and Dismissals of the Chairman, President, Accounting Manager, Financial Manager, Chief Internal Auditor, Corporate Governance Officer or Research and Development Officer during the Most Recent Fiscal Year and during the Current Fiscal Year Up to the Date of Publication of the Annual Report: None.
52
e. Information on CPA Professional Fees
Range of CPA Professional Fees
| Name ofCPA Firm | Name ofCPA | Name ofCPA | Audit Period | Remark |
|---|---|---|---|---|
| Deloitte & Touche | Chih Jui-Chuan | Hsieh Chien-Hsin | 2020 |
Unit: NT$1,000
| Category of Fees | Category of Fees | |||
|---|---|---|---|---|
Audit Fees |
Non-audit Fees | Total |
||
| Range | ||||
| 1 | Less than NT$2,000,000 | - | ✓ | - |
| 2 | NT$2,000,000(inclusive)~NT$4,000,000 | ✓ | - | - |
| 3 | NT$4,000,000(inclusive)~NT$6,000,000 | - | - | ✓ |
| 4 | NT$6,000,000 (inclusive)~NT$8,000,000 | - | - | - |
| 5 | NT$8,000,000 (inclusive)~NT$10,000,000 | - | - | - |
| 6 | More than NT$10,000,000 (inclusive) | - | - | - |
| Non-audit Fees | Non-audit Fees | Non-audit Fees | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Name of | Name of | Audit | Audit | ||||||
| System | Company | Human | Others | Remark | |||||
| CPA Firm | CPA | Fees | Subtotal | Period | |||||
| Design | Registration | Resources |
(Note) |
||||||
| Deloitte & Touche |
Chih Jui-Chuan |
3,825 |
3,825 | Year of 2020 |
|||||
| Hsieh Chien-Hsin |
|||||||||
| Deloitte & Touche |
Syu Siao-Ting |
180 | 180 | Transfer pricing |
-
1) When Non-audit Fees Paid to the CPAs, to the CPA Firm, and/or to Any Affiliate of the CPA Firm Are One Quarter or More of the Audit Fees Paid Thereto, the Amounts of Both Audit and Non-audit Fees and Details of Non-audit Services Shall Be Disclosed: None.
-
2) When the CPA Firm Is Changed and the Audit Fees Paid for the Fiscal Year of Such Fees Are Lower than Those for the Previous Fiscal Year, the Amounts of Audit Fees before and after the Change and the Reasons Thereof Shall Be Disclosed: None.
-
3) Audit Fees Paid for the Year Are at Least 10% Less than Those Paid for the Previous Year: None.
53
f. Information on Replacement of CPAs
- 1) Former CPAs
| 1) Former CPAs | ||||
|---|---|---|---|---|
| Date of Replacement | 2020/3/12 | |||
| Replacement Reasons and Explanations |
Internal adjustment of the CPA firm | |||
| Termination by Aurora or the CPAs |
Party Condition |
CPA |
Client | |
| TerminationbyAurora | N/A | N/A | ||
| Termination by the CPAs |
N/A | N/A | ||
| Opinions (Other than Unmodified Opinions) in the Past 2 Years and Reasons |
None | |||
| Deviation form the Issuer | Yes | Accounting principles orpractices | ||
| Disclosure of financialstatements | ||||
| Audit scope orsteps | ||||
| Others | ||||
| None | ✓ |
|||
| Description | ||||
| Additional Disclosures (under Subparagraphs 1-4 to 1-7, Paragraph 6, Article 10 of the Guidelines) |
None |
- 2) Successive CPAs
| (under Subparagraphs 1-4 to 1-7, Paragraph 6, Article 10 of the Guidelines) None 2) Successive CPAs |
|
|---|---|
| Name ofCPA Firm | Deloitte &Touche |
| Name of CPA | Chih Rui-Chuan and Hsieh Chien-Hsin |
| Date of Appointment | 2020/3/23 |
| Inquiries into Accounting Treatments or Principles for Specific Transactions and Possible Opinions on FinancialStatements beforeAppointment |
N/A |
| Succeeding CPA's written opinion of disagreement towardtheformerCPA |
N/A |
-
3) Former CPAs' Reply to Disclosures under Items 1 and 2-3, Subparagraph 6, Article 10 of the Guidelines: N/A.
-
g. Chairman, President, or Any Managerial Officer in Charge of Finance or Accounting Matters Holding a Position at the CPA Firm or at an Affiliate of Such Firm in the Most Recent Fiscal Year: None.
-
h. Any Transfer of Equity Interests and/or Pledge of or Change in Equity Interests (during the Most Recent Fiscal Year and during the Current Fiscal Year Up to the Date of Publication of the Annual Report) by a Director, Managerial Officer, or Shareholder with a Stake of More than 10%
54
1) Change in Equity Interests by Directors, Managerial Officers, and Major Shareholders
| Unit: Share 2020 As of April 19,2021 Change in Number of Shares Held Change in Number of Shares Pledged Change in Number of Shares Held Change in Number of Shares Pledged 0 (540,000) 0 0 135,000 200,000 0 (100,000) (769,000) 2,750,000 0 0 100,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (769,000) 2,750,000 0 0 0 0 0 0 |
Unit: Share 2020 As of April 19,2021 Change in Number of Shares Held Change in Number of Shares Pledged Change in Number of Shares Held Change in Number of Shares Pledged 0 (540,000) 0 0 135,000 200,000 0 (100,000) (769,000) 2,750,000 0 0 100,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (769,000) 2,750,000 0 0 0 0 0 0 |
Unit: Share 2020 As of April 19,2021 Change in Number of Shares Held Change in Number of Shares Pledged Change in Number of Shares Held Change in Number of Shares Pledged 0 (540,000) 0 0 135,000 200,000 0 (100,000) (769,000) 2,750,000 0 0 100,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (769,000) 2,750,000 0 0 0 0 0 0 |
Unit: Share 2020 As of April 19,2021 Change in Number of Shares Held Change in Number of Shares Pledged Change in Number of Shares Held Change in Number of Shares Pledged 0 (540,000) 0 0 135,000 200,000 0 (100,000) (769,000) 2,750,000 0 0 100,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (769,000) 2,750,000 0 0 0 0 0 0 |
||
|---|---|---|---|---|---|
| 2020 | As of April 19,2021 | ||||
| Change in | Change in | ||||
| Change in | Change in | ||||
| Title | Name | Number of |
Number of |
||
| Number of | Number of | ||||
| Shares | Shares | ||||
| Shares Held | Shares Held | ||||
| Pledged | Pledged | ||||
| Chairman | Yuan Hui-Hua | 0 | (540,000) |
0 |
0 |
| Director | Chen Yung-Tai | 135,000 | 200,000 |
0 |
(100,000) |
| Director | Aurora Holdings Incorporated |
(769,000) | 2,750,000 |
0 |
0 |
| Representative: Rai Hau-Min |
100,000 |
0 |
0 |
0 |
|
| Director | Ma Chih-Hsien | 0 | 0 |
0 |
0 |
| Independent Director |
Liao Kuo-Jung | 0 | 0 |
0 |
0 |
| Independent Director |
Hwa Yueh-Jiuan | 0 | 0 |
0 |
0 |
| Independent Director |
Hsu Wen-Chung | 0 | 0 |
0 |
0 |
| Managerial Officer |
Chou Ming-Chung | 0 | 0 |
0 |
0 |
| Managerial Officer |
You Yan-Lin | 0 | 0 |
0 |
0 |
| Managerial Officer |
Lin Chin-Pao | 0 | 0 |
0 |
0 |
| Major Shareholder |
Aurora Holdings Incorporated |
(769,000) | 2,750,000 |
0 |
0 |
| Financial and Accounting Manager |
Lin Ya-Ling | 0 | 0 |
0 |
0 |
-
2) Transfer of Equity Interests: No equity interests were transferred to/from related parties.
-
3) Pledge of Equity Interests: No equity interests were pledged to/from related parties.
55
i. Relationship among the 10 Largest Shareholders
Relationship among the 10 Largest Shareholders
April 19, 2021
Unit: Share; %
| Among 10 Largest Shareholders, | Among 10 Largest Shareholders, | Remark |
|||||||
|---|---|---|---|---|---|---|---|---|---|
Name and Relationship with |
|||||||||
Anyone who Is a Related Party |
|||||||||
| Spouse & Minor | Shareholding by | ||||||||
| Current Shareholding | under No. 6 of the Financial and |
||||||||
| hhli | i | ||||||||
| Name | Sareodng | Nomnees | Accounting Standards or a | ||||||
| Relative within the Second | |||||||||
| Degree of Kinship | |||||||||
| Number of | Percentage | Number of | Percentage | Number | Percentage | ||||
| Name | Relationship | ||||||||
| Shares | (%) |
Shares | (%) |
ofShares | (%) |
||||
| Aurora Holdings Incorporated |
101,856,312 | 43.12 |
- |
- |
0 |
0.00 |
Chen Yung-Tai |
Chairman | |
| Huxen Corporation |
Investee accounted for using the equity method |
||||||||
Aurora Office Automation Corporation |
Investee accounted for using the equity method |
||||||||
| Aurora Development Corp. |
Investee accounted for using the equity method |
||||||||
| Representative: Chen Yung-Tai |
21,269,000 | 9.00 |
0 |
0.00 |
0 |
0.00 |
Y.T.Chen Sustainable Management Foundation |
Same person as the company's chairman |
|
Hundred River International Investment Corp. |
Relative within the second degree of kinship of the company's chairman |
||||||||
| Ni Sheng Investment Co., Ltd. |
Relative within the second degree of kinship of the company's chairman |
||||||||
| Chen Yung-Tai | 21,269,000 | 9.00 |
1,169,000 | 0.49 | 0 |
0.00 |
Aurora Holdings Incorporated |
The company's chairman |
|
| Y.T.Chen Sustainable Management Foundation |
The company's chairman |
||||||||
Hundred River International Investment Corp. |
Relative within the second degree of kinship of the company's chairman |
||||||||
| Ni Sheng Investment Co., Ltd. |
Relative within the second degree of kinship of the company's chairman |
||||||||
| Aurora Leasing Corporation |
20,791,276 | 8.80 |
- |
- |
0 |
0.00 |
Huxen Corporation |
Investor accounting for the investee using the equitymethod |
56
| Among 10 Largest Shareholders, | Among 10 Largest Shareholders, | Remark |
|||||||
|---|---|---|---|---|---|---|---|---|---|
Name and Relationship with |
|||||||||
| Anyone who Is a Related Party | |||||||||
| Spouse & Minor | Shareholding by | ||||||||
| Current Shareholding | under No. 6 of the Financial and |
||||||||
hhli |
i |
||||||||
| Name | Sareodng | Nomnees | Accounting Standards or a | ||||||
| Relative within the Second | |||||||||
| Degree of Kinship | |||||||||
| Number of | Percentage | Number of | Percentage | Number | Percentage | ||||
| Name | Relationship | ||||||||
| Shares | (%) |
Shares | (%) |
of Shares | (%) |
||||
| Representative: Liao Ching-Chang |
109 | 0 |
0 |
0.00 |
0 |
0.00 |
Huxen Corporation |
Same person as the company's chairman |
|
| Aurora Office Automation Corporation |
12,496,797 | 5.29 |
- |
- |
0 |
0.00 |
Aurora Holdings Incorporated |
Investor accounting for the investee using the equitymethod |
|
| Representative: Chen Cheng-Sen |
32 | 0 |
0 |
0.00 |
0 |
0.00 |
- |
- | |
| Ni Sheng Investment Co., Ltd. |
11,866,000 | 5.02 |
- |
- |
0 |
0.00 |
- |
- | |
| Representative: Yuan Hui-Hua |
1,169,000 | 0.49 | 0 |
0.00 | 0 | 0.00 | Aurora Holdings Incorporated |
Relative within the second degree of kinship of the company's chairman |
|
| Y.T.Chen Sustainable Management Foundation |
Relative within the second degree of kinship of the company's chairman |
||||||||
| Hundred River International Investment Corp. |
Relative within the second degree of kinship of the company's chairman |
||||||||
| Chen Yung-Tai |
Relative within the second degree of kinship of the company's chairman |
||||||||
| Huxen Corporation |
9,435,182 | 3.99 |
- |
- |
0 |
0.00 |
Aurora Holdings Incorporated |
Director | |
| Investor accounting for the investee using the equitymethod |
|||||||||
Aurora Development Corp. |
Investor accounting for the investee using the equitymethod |
||||||||
| Aurora Leasing Corporation |
Investee accounted for using the equity method |
||||||||
| Representative: Liao Ching-Chang |
109 | 0 |
0 |
0.00 |
0 |
0.00 |
Aurora Leasing Corporation |
Same person as the company's chairman |
|
| Y.T.Chen Sustainable Management Foundation |
7,000,000 | 2.96 |
- |
- |
0 |
0.00 |
Chen Yung-Tai |
Chairman | |
| Representative: Chen Yung-Tai |
21,269,000 | 9.00 |
0 |
0.00 |
0 |
0.00 |
Aurora Holdings Incorporated |
Same person as the company's chairman |
57
| Among 10 Largest Shareholders, | Among 10 Largest Shareholders, | Remark |
|||||||
|---|---|---|---|---|---|---|---|---|---|
Name and Relationship with |
|||||||||
| Anyone who Is a Related Party | |||||||||
| Spouse & Minor | Shareholding by | ||||||||
| Current Shareholding | under No. 6 of the Financial and |
||||||||
hhli |
i |
||||||||
| Name | Sareodng | Nomnees | Accounting Standards or a | ||||||
| Relative within the Second | |||||||||
| Degree of Kinship | |||||||||
| Number of | Percentage | Number of | Percentage | Number | Percentage | ||||
| Name | Relationship | ||||||||
| Shares | (%) |
Shares | (%) |
of Shares | (%) |
||||
| Hundred River International Investment Corp. |
Relative within the second degree of kinship of the company's chairman |
||||||||
| Ni Sheng Investment Co., Ltd. |
Relative within the second degree of kinship of the company's chairman |
||||||||
| Aurora Development Corp. |
5,308,766 | 2.25 |
- |
- |
0 |
0.00 |
Aurora Holdings Incorporated |
Director | |
| Investor accounting for the investee using the equitymethod |
|||||||||
| Representative: Chen Li-Chen |
2,000 | 0 |
0 |
0.00 |
0 |
0.00 |
Aurora Office Automation Corporation |
Director |
|
| Shin Kong Life Insurance Co., Ltd. |
4,429,000 | 1.88 |
- |
- |
0 |
0.00 |
- |
- | |
| Hundred River International Investment Corp. |
4,250,000 | 1.80 |
- |
- |
0 |
0.00 |
- |
- | |
| Representative: Chen Kuan-Pai |
0 | 0 | 0 | 0.00 | 0 | 0.00 | Aurora Holdings Incorporated |
Relative within the second degree of kinship of the company's chairman |
|
| Y.T.Chen Sustainable Management Foundation |
Relative within the second degree of kinship of the company's chairman |
||||||||
| Ni Sheng Investment Co., Ltd. |
Relative within the second degree of kinship of the company's chairman |
||||||||
| Chen Yung-Tai |
Relative within the second degree of kinship of the company's chairman |
58
- j. Total Number of Shares and Total Equity Stake Held in Any Single Enterprise by Aurora, Its Directors, Managerial Officers, and Any Companies Controlled Directly or Indirectly by Aurora
April 19, 2021 Unit: Share; %
| Investment by | Investment by | |||||
|---|---|---|---|---|---|---|
| Directors/Managerial | ||||||
| Ownership by the Company | Officers and Companies |
Total Ownership | ||||
| Investee business | Directly or Indirectly | |||||
| Controlled by Aurora | ||||||
| Number of | Shareholding | Number of |
Shareholding | Number of |
Shareholding | |
| Shares | Ratio (%) | Shares | Ratio (%) | Shares | Ratio (%) | |
| Aurora (Bermuda) Investment Ltd. |
67,350,000 | 88.04% |
9,150,000 |
11.96% |
76,500,000 |
100.00% |
| Aurora Office Automation Corporation |
82,277,763 | 91.13% |
7,536,672 |
8.34% |
89,814,435 |
99.47% |
| Aurora Telecom Co., Ltd. | 13,164,970 | 30.40% |
- |
- | 13,164,970 | 30.40% |
| Huxen Corporation | 47,010,591 | 32.53% |
50,552,712 |
34.99% |
97,563,303 |
67.52% |
| Aurora Development Corp. | 32,497,696 | 46.67% |
37,140,224 |
53.33% |
69,637,920 |
100.00% |
| General Integration Technology Co., Ltd. |
5,465,000 | 55.00% |
- |
- | 5,465,000 | 55.00% |
| KM Developing Solutions Co., Ltd. |
7,000,000 | 70.00% |
- |
- | 7,000,000 | 70.00% |
| Ever Young Biodimension Corporation |
858,000 | 26.00% |
825,000 |
25.00% |
1,683,000 |
51.00% |
| Aurora Machinery Equipment (Shanghai) Co., Ltd. |
17,500,000 | 70.00% |
7,500,000 |
30.00% |
25,000,000 |
100.00% |
59
4. Capital Overview
a. Capital and Shares
1) Sources of Capital
a) Capital formation
April 12, 2020
Par Value |
Authorized Capital | Authorized Capital | Paid-in Capital | Paid-in Capital | Remark | Remark | ||
|---|---|---|---|---|---|---|---|---|
| Capital Increase | ||||||||
| Year/Month | Number of |
Number of | ||||||
| Amount | Amount | Source of Capital | by Assets Other | Others | ||||
Shares |
Shares | |||||||
| than Cash | ||||||||
| 1989.12 | 10 | 82,350,000 | 823,500,000 |
82,350,000 |
823,500,000 |
NT$200,000 at establishment NT$443,300,000, issuance of shares for cash capital increase NT$380,000,000, merger-related issuance of shares for capital increase |
||
| 1990.10 | 10 | 105,000,000 | 1,050,000,000 |
105,000,000 |
1,050,000,000 |
NT$15,896,500, capital increase from capital surplus NT$110,603,500, capital increase from earnings |
||
| 1992.01 | 10 | 120,750,000 | 1,207,500,000 |
120,750,000 |
1,207,500,000 |
NT$157,500,000, capital increase from earnings |
||
| 1992.10 | 10 | 132,825,000 | 1,328,250,000 |
132,825,000 |
1,328,250,000 |
NT$120,750,000, capital increase from earnings |
||
| 1993.10 | 10 | 152,748,750 | 1,527,487,500 |
152,748,750 |
1,527,487,500 |
NT$199,237,500, capital increase from earnings |
||
| 1994.09 | 10 | 178,716,037 | 1,787,160,370 |
178,716,037 |
1,787,160,370 |
NT$43,955,852, capital increase from capital surplus NT$204,683,320, capital increase from earnings NT$11,033,698, merger-related issuance of shares for capital increase |
||
| 1995.08 | 10 | 220,000,000 | 2,200,000,000 |
214,459,245 |
2,144,592,450 |
NT$357,432,080, capital increase from earnings |
||
| 1996.08 | 10 | 500,000,000 | 5,000,000,000 |
285,905,169 |
2,859,051,690 |
NT$214,459,240, capital increase from earnings NT$500,000,000, issuance of shares for cash capital increase |
||
| 1997.06 | 10 | 500,000,000 | 5,000,000,000 |
314,495,687 |
3,144,956,870 |
NT$142,952,590, capital increase from earnings NT$142,952,590, capital increase from capital surplus |
||
| 1998.06 | 10 | 500,000,000 | 5,000,000,000 |
332,495,687 |
3,324,956,870 |
NT$180,000,000, issuance of shares for cash capital increase |
||
| 1998.07 | 10 | 500,000,000 | 5,000,000,000 |
398,994,825 |
3,989,948,250 |
NT$664,991,380, capital increase from earnings |
||
| 1999.06 | 10 | 800,000,000 | 8,000,000,000 |
504,868,581 |
5,048,685,810 |
NT$558,592,760, capital increase from earnings NT$239,396,890, issuance of shares for cash capital increase NT$260,747,910,corporate bonds swap |
||
| 2000.01 | 10 | 800,000,000 | 8,000,000,000 |
518,208,594 |
5,182,085,940 |
NT$133,400,130, corporate bonds swap | ||
| 2000.06 | 10 | 800,000,000 | 8,000,000,000 |
626,796,846 |
6,267,968,460 |
NT$207,283,440, capital increase from capital surplus NT$829,133,750, capital increase from earnings NT$49,465,330,corporate bonds swap |
||
| 2001.01 | 10 | 800,000,000 | 8,000,000,000 |
627,177,086 |
6,271,770,860 |
NT$3,802,400, corporate bonds swap | ||
| 2001.07 | 10 | 800,000,000 | 8,000,000,000 |
685,394,795 |
6,853,947,950 |
NT$582,177,090, capital increase from capital surplus |
||
| 2002.11 | 10 | 800,000,000 | 8,000,000,000 |
376,967,137 |
3,769,671,370 |
NT$3,084,276,580, capital reduction |
60
| Par Value |
Par Value |
Authorized Capital | Authorized Capital | Authorized Capital | Paid-in Capital | Paid-in Capital | Paid-in Capital | Remark | Remark | Remark | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital Increase | ||||||||||||
| Year/Month | Number of |
Number of | ||||||||||
| Amount | Amount | Source of Capital | by Assets Other | Others | ||||||||
Shares |
Shares | |||||||||||
| than Cash | ||||||||||||
| 2003.09 | 10 | 800,000,000 | 8,000,000,000 |
352,217,137 |
3,522,171,370 |
NT$247,500,000, capital reduction | ||||||
| 2006.06 | 10 | 500,000,000 | 5,000,000,000 |
352,217,137 |
3,522,171,370 |
NT$3,000,000,000, capital reduction in the amendment to the Articles of Incorporation |
||||||
| 2007.05 | 10 | 500,000,000 | 5,000,000,000 |
337,217,137 |
3,372,171,370 |
NT$150,000,000, capital reduction | ||||||
| 2007.07 | 10 | 500,000,000 | 5,000,000,000 |
327,217,137 |
3,272,171,370 |
NT$100,000,000, capital reduction | ||||||
| 2007.08 | 10 | 500,000,000 | 5,000,000,000 |
334,486,715 |
3,344,867,150 |
NT$6,344,350, capital increase from earnings NT$57,099,090, capital increase from capital surplus NT$9,252,340, capital increase from employee bonus |
||||||
| 2007.09 | 10 | 500,000,000 | 5,000,000,000 |
324,486,715 |
3,244,867,150 |
NT$100,000,000, capital reduction | ||||||
| 2008.08 | 10 | 500,000,000 | 5,000,000,000 |
337,432,169 |
3,374,321,690 |
NT$3,244,870, capital increase from earnings NT$113,570,350, capital increase from capital surplus NT$12,639,320, capital increase from employee bonus |
||||||
| 2017.07 | 10 | 500,000,000 | 5,000,000,000 |
236,202,518 |
2,362,025,180 |
NT$1,012,386,510, capital reduction | ||||||
| b) | Type of capital | |||||||||||
| Share | Authorized Capital | |||||||||||
| Rk | ||||||||||||
| Type | Issued Shares | Unissued Shares | Total | emar | ||||||||
| Common stock |
236,202,518 | 263,797,482 | 500,000,000 | Listed stocks |
c) Information on the shelf registration system: None.
2) Shareholder Structure
April 19, 2021
| Structure | Foreign | |||||
|---|---|---|---|---|---|---|
| Other | Domestic | |||||
| Government | Financial |
Institutions |
||||
| Institutional | Natural | Total | ||||
| Agencies | Institutions | and Natural | ||||
| Shareholders | Persons | |||||
| Item | Persons | |||||
| Number of shareholders |
1 | 3 |
55 |
15,550 |
97 |
15,706 |
| SharesHeld | 14 | 6,540,000 |
181,029,895 | 44,346,320 | 4,286,289 | 236,202,518 |
| Shareholding Ratio (%) |
0.00 | 2.77 |
76.64 |
18.77 |
1.82 |
100.00 |
3) Shareholding Distribution Status
a) Common stock: NT$10 per share.
April 19, 2021
| Range of Shares | Number of | Shares Held | Shareholding Ratio |
|---|---|---|---|
| 1~999 | 11,648 | 3,017,564 |
1.28 |
| 1,000~5,000 | 3,474 | 6,588,764 |
2.79 |
| 5,001~10,000 | 287 | 2,048,861 |
0.87 |
| 10,001~15,000 | 105 | 1,294,709 |
0.55 |
| 15,001~20,000 | 44 | 788,201 |
0.33 |
| 20,001~30,000 | 36 | 905,864 |
0.38 |
| 30,001~40,000 | 18 | 631,270 |
0.27 |
61
| Range of Shares | Number of | Shares Held | Shareholding Ratio |
|---|---|---|---|
| 40,001~50,000 | 12 | 523,502 |
0.22 |
| 50,001~100,000 | 30 | 2,238,697 |
0.95 |
| 100,001~200,000 | 15 | 2,221,467 |
0.94 |
| 200,001~400,000 | 17 | 4,816,371 |
2.04 |
| 400,001~600,000 | 2 | 855,300 |
0.36 |
| 600,001~800,000 | 1 | 692,600 |
0.29 |
| 800,001~1,000,000 | 1 | 927,345 |
0.39 |
| Over 1,000,001 | 16 | 208,652,003 |
88.34 |
| Total | 15,706 | 236,202,518 |
100 |
b) Preferred stock: None.
4) List of Major Shareholders
April 19, 2021
| Shareholding | Shareholding | |
|---|---|---|
| Shares Held | ||
| Name of MajorShareholders | Ratio (%) | |
| AuroraHoldingsIncorporated | 101,856,312 | 43.12% |
| Chen Yung-Tai | 21,269,000 | 9.00% |
| AuroraLeasing Corporation | 20,791,276 | 8.80% |
| Aurora Office Automation Corporation | 12,496,797 | 5.29% |
| NiShengInvestment Co.,Ltd. | 11,866,000 | 5.02% |
| HuxenCorporation | 9,435,182 | 3.99% |
| Y.T.ChenSustainableManagementFoundation | 7,000,000 | 2.96% |
| AuroraDevelopment Corp. | 5,308,766 | 2.25% |
| Shin KongLifeInsurance Co.,Ltd. | 4,429,000 | 1.88% |
| Hundred River International Investment Corp. | 4,250,000 | 1.80% |
5) Share Price for the Past 2 Fiscal Years, with Net Worth per Share, Earnings per Share, Dividends per Share, and Related Information
| Unit: NT$1,000 | |||||
|---|---|---|---|---|---|
| Year | As of April 19, | ||||
2019 |
2020 | ||||
| Item | 2021 | ||||
| Market Price Per Share |
Highest | 99.30 | 94.80 | 94.70 | |
| Lowest | 89.50 | 77.70 | 85.30 | ||
| Average | 93.63 | 87.49 | 89.99 | ||
| Net Worth per Share |
Before distribution | 32.08 | 33.93 | ─ | |
| Afterdistribution | 25.98 | (Note 1) | ─ | ||
| Earnings per Share |
Weighted average number of shares (inthousands) |
224,814 | 224,814 | ─ | |
| Earnings perShare (Note2) | 6.12 | 6.40 | ─ | ||
| Dividends Per Share |
Cash | 6.00 | 6.00 (Note1) | ─ | |
| Stock dividends |
Stock dividends appropriated from earnings |
0 | 0 | ─ | |
| Stock dividends appropriatedfrom |
0 | 0 | ─ |
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| Year | Year | As of April 19, | |||
|---|---|---|---|---|---|
2019 |
2020 | ||||
| Item | 2021 | ||||
| capitalsurplus | |||||
| Accumulated unpaid dividends | 0 | 0 | ─ | ||
| Return on Investment |
Price-to-earnings ratio(Note 3) | 15.30 | 13.67 | ─ | |
| Price-to-dividend ratio(Note 4) | 15.61 | 14.58 | ─ | ||
| Cashdividend yield (Note 5) | 6.41% | 6.86% | ─ |
Note 1. The distribution of earnings is to be resolved in the shareholders' meeting in the following year. Note 2. Calculated based on the weighted average number of shares for the year.
Note 3. Price-to-earnings ratio = Average closing price per share for the year/Earnings per share. Note 4. Price-to-dividend ratio = Average closing price per share for the year/Cash dividends per share.
Note 5. Cash dividend yield = Cash dividends per share/Average closing price per share for the year.
Note 6. The net worth per share and earnings per share up to the quarter nearest to the date of publication of the Annual Report that has been audited by the CPAs shall be filled in; the remaining fields shall be filled with the annual data up to the date of publication of the Annual Report.
6) Dividend Policy and Its Implementation
- a) Dividend policy
The dividend policy is drawn up by the Board of Directors based on operating performance, capital needs, changes in the internal and external environments, and the interests of shareholders. As the industry which Aurora falls into is currently under stable growth, demand for funds has slowed down. Without consideration of special circumstances, Aurora will share the operating performance with shareholders at more than 50% of the earnings per share for the year.
In consideration of business development, finances, capital expansion, and shareholders’ equity, Aurora distributes dividends in the combination of cash and stock, where cash dividends distributed are more than 10% of the dividends distributed for the year.
-
b) Distribution of dividends proposed in the shareholders' meeting
-
The earnings to be distributed to shareholders for 2020 amounted to NT$1,346,354,353, all of which were proposed to be paid in cash of NT$5.7 per share, along with the capital surplus of NT$70,860,755 arising from the issuance of shares in excess of the par value to be distributed to shareholders in cash of NT$0.3 per share. Upon approval in the 2021 shareholders' meeting, the ex-dividend date and payment date of cash dividends will be determined separately.
7) Effect on the Operating Performance and Earnings per Share of Distribution of Stock Dividends Proposed or Adopted in the Most Recent Shareholders' Meeting: N/A.
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8) Remuneration of Employees and Directors
-
a) Percentage or range of the remuneration of employees and directors as set forth in the Articles of Incorporation
-
If Aurora makes a profit (i.e., net profit before tax after deduction of the portion set aside for employee remuneration) within a fiscal year, 1~10% of the profit shall be reserved as the employee remuneration; in case of accumulated loss, however, a portion of the profit shall first be reserved to cover the loss.
-
The counterparties to whom remuneration shall be distributed in cash or stock as stated in the preceding paragraph includes the employees of Aurora's subordinate companies that meet certain criteria.
-
A resolution adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors for the preceding two paragraphs shall be reported to the shareholders' meeting.
-
b) The basis for estimating the amount of employee and director remunerations, for calculating the number of shares to be distributed as employee remuneration, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:
-
i. Aurora has not paid any remuneration to directors and supervisors for the past years.
-
ii. The employee remuneration is calculated at 1% of the profit. If there is any change in the amount, the change shall be handled as a change in accounting estimates and recognized in the financial statements for 2021.
-
c) Distribution of remuneration approved by the Board of Directors
-
i. The Board of Directors resolved on March 16, 2021 to distribute the following remuneration:
Employee remuneration: NT$16,750,000
Director remuneration: NT$0
There is no difference with the estimated amount of the recognized expenses in the year.
-
ii. The amount of any employee remuneration distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial statements or individual financial statements for the current period and the total employee remuneration: N/A.
-
d) Actual distribution of employee and director remunerations for the previous fiscal year The Board of Directors and the shareholders’ meeting resolved on March 23, 2020 and June 18, 2020, respectively, to distribute the earnings for 2019 as follows:
| Actual Amount of | Amount of Distribution | ||
|---|---|---|---|
| Item | Distribution | Approved by the Board | Difference |
| (NT$1,000) | of Directors (NT$1,000) | ||
| Employee Remuneration | 16,350 | 16,350 | 0 |
| Director Remuneration | 0 | 0 | 0 |
- 9) Share Repurchases: None.
64
b. Corporate Bonds: None.
-
c. Preferred Shares: None.
-
d. Global Depository Receipts: None.
-
e. Employee Stock Options: None.
-
f. New Restricted Employee Shares: None.
g. Issuance of New Shares in Connection with Mergers or Acquisitions or with Acquisitions of Shares of Other Companies: None.
h. Implementation of Capital Allocation Plans
1) Description of Plans
For the period as of the quarter preceding the date of publication of the Annual Report, with respect to each uncompleted public issue or private placement of securities, and to such issues and placements that were completed in the most recent 3 years but have not yet fully yielded the planned benefits: None.
2) Implementation Status: None.
65
5. Operational Highlights
a. Business Activities
1) Scope of Business
-
a) Major lines of business
-
i. Office equipment: agency and maintenance of printers (including photocopiers, fax machines, printers, and clock-ins) and accessories and consumables; sale of Aurora office electronics such as computers, shredders, and laminators.
-
ii. Office furniture: production, design and development, sale, relocation, and installation, and maintenance of Aurora desks, chairs, file cabinets, screens, and wood products.
-
iii. Office document integration: customized software and hardware installation and turnkey-based enterprise document management and information security.
-
iv. 3D printing: sale of 3D printing design/scanning/printing software and hardware and research and development of specific industrial solutions.
-
b) Weight of lines of business
Unit: NT$1,000
| Type of Product | Amountin 2020 | Percentage (%) |
|---|---|---|
| Office Equipment | 8,345,118 | 64.4 |
| Office Furniture | 4,529,672 | 35.0 |
| Others | 76,184 | 0.6 |
| Total | 12,950,974 | 100.0 |
-
c) Current products (services) and new products (services) planned for development
-
i. Office equipment: sale and lease of multi-functional photocopiers, fax machines, clock-ins, printers, projectors, video equipment, smart devices such as interactive whiteboards and digital signage, and office solutions (e.g., HR cloud systems and smart space applications) and office electronics such as computers, air purifiers, and shredders, as well as the best after-sales service that improves customers' work efficiency.
-
ii. Office furniture:
-
iii. 3D printing:
-
sale and lease of desks, chairs, file cabinets, screens, wood products, sofas, coffee tables, and partitions, as well as integrated service such as planning, design, and relocation of office space.
agency of 3D software and hardware, along with a full range of technical services for 3D digital design, development, and manufacturing that shorten the development cycle. Aurora also has a professional R&D team in charge of developing customized 3D software that can be fully integrated with hardware through an industry-specific process.
66
iv. Office cloud service: cloud-based human resources system, face recognition system, customer management system, electronic approval, and other cloud services that can save businesses' costs and time on digitization, enabling quick digital transformation into smart businesses.
2) Overview of the Industry
| Current Status and | Industrial | Development |
||
|---|---|---|---|---|
| Industry | Competition | |||
| Development | Link | Trends | ||
| Office Equipment |
1. As a result of direct competition with Japanese manufacturers and IT companies and the transparency of online information, the competition is intensifying. 2. Demand for multi-functional photocopiers (MFPs) has declined due to the COVID-19 pandemic. 3. Shredder, clock-in, computer, and laminator markets have become saturated. |
High |
Colorization Digitization |
Aurora is the leading distributor in Taiwan. |
| Office Furniture |
1. The price war in the single-item market is intensifying. In recent years, most of the players in the industry have served customers on a turnkey basis. 2. Research has shown that the rapid growth of businesses comes with quick organizational adjustments and changes. More and more companies are embracing open office space to reflect the corporate culture of innovation, transparency, and flexibility. While teamwork and innovation are encouraged, businesses also place importance on employees' work efficiency and health. |
High |
Technology People-centric Eco-friendly Artificial intelligence Systematization Health-oriented |
1. As a leading office furniture brand in Taiwan, Aurora has cross-strait research and development centers, factories and assembly plants, and logistics teams to provide a full range of office planning services. 2. In addition to office space for the employees/management and public space, Aurora has rolled out smart furniture and solutions for health-oriented office since 2019 to promote the idea of a productive, healthy office. |
| 3D Printing |
1. Different 3D scanning technology is suitable for different industrial applications. Suitable 3D tools are introduced to shortenthe development |
High | Industrial application |
1. Competition is intensifying in the 3D scanning market. In recent years, the automotive industry has beencharacterized by |
67
| Current Status and | Industrial | Development |
||
|---|---|---|---|---|
| Industry | Competition | |||
| Development | Link | Trends | ||
| cycle, ensure quality, and enhance competitiveness. In the wake of the COVID-19 pandemic around the world, demand for 3D printing/3D scanning outsourcing has increased, giving rise to a printing outsourcing/selling model. 2. With outdated patent technology, market transparency, and launches of new brands, prices and applications go hand in hand, which is a challenge facing the vintage 3D printing brand. 3. The rise of color 3D printing has boomed the B2C market. Supported by the government’s forward-looking plan in recent years, handheld 3D color scanners have been successfully applied to museum collections, enabling consumers to experience the charm of 3D printing; in addition, gradually affordable full-color 3D printers have opened up infinite opportunities for custom 3D printing products. |
high-mix low-volume (HMLV) and flexible manufacturing and quick ordering. As usability is quickly demonstrated, the features of 3D scanning products and customer feedback will be the most important factors in sales. 2. In addition to international manufacturers, companies in Taiwan and mainland China have successfully developed and assembled 3D printers that can almost compete with industrial-grade 3D printers with lower prices and cheaper consumables. 3. Custom 3D printing products are imperative. As the B2C market emphasizes sophistication (high cost-performance ratio), efficiency (short lead time), and customization (diversification) more than the industrial sector, it is important for 3D printing companies to possess the capability of software and hardware integration (e.g., automatically generating 2.5D or 3D from 2D), along with the performance of full-color 3D printing (simulation refinement) and a competitive cost of hardwaremaintenance. |
68
Correlation between Upstream, Midstream, and Downstream of the Office Equipment and 3D Printing Industry:
==> picture [446 x 114] intentionally omitted <==
----- Start of picture text -----
Brand suppliers Firms
Distributors
(agents, dealers, Government agencies and
Whole-machine system integrators) schools
manufacturers
Consumers
----- End of picture text -----
Correlation between Upstream, Midstream, and Downstream of the Office Furniture Industry:
==> picture [444 x 101] intentionally omitted <==
----- Start of picture text -----
Raw material
Firms
suppliers
Manufacturing
Semi-finished and assembly Distributors
products suppliers (agents, dealers,
system integrators)
Consumers
Brand suppliers
----- End of picture text -----
3) Overview of Technologies and R&D Work
-
a) Sale and marketing is Aurora's main business activity. Aurora centers the technologies and R&D work on the information security management system, 3D printing, and office furniture. Research and development expenses totaled NT$51,349 thousand in 2020.
-
b) Office equipment
-
i. Office equipment: Development of document solutions with digital printers in cooperation with the original open system architecture (OSA) and business partners.
-
ii. 3D printing:
-
Focus on commercial markets such as education and design; agency of world-renowned 3D printing brands such as Stratasys, HP, and Mcor (of which Aurora is the exclusive agent); cooperation with Taiwanese 3D printing brands to provide more complete solutions for customers in Taiwan and mainland China based on years of industry experience and knowledge. Such industries include education, healthcare, automotive, footwear, electronics, and aerospace; and delivery of one-stop 3D printing solutions covering 3D printing development and design, scanning, and testing. In recent years, Aurora has extended its service to custom 3D printing products in the B2C market such as 2.5D floating images, 3D studio, and automated generation of 3D from 2D.
-
c) Office furniture: Insisting on customer-centric research and development, Aurora keeps abreast of the industry trends and incorporates its DNA into office design, in an attempt to offer quality office space solutions to
69
customers. In 2020, Aurora began promoting the concept of “Activity-based Working” (ABW) in line with its direction, Activa. Solutions are provided for different scenarios based on the types of activities in the office, along with smart, eco-friendly, and health-oriented furniture, to improve employees' productivity and well-being at work. Having been integrating vantage resources in Taiwan and mainland China, Aurora Innovation Center offers cozy and productive office space solutions, and has extended its successful experience in the office furniture sector to the development of furniture for educational and medical spaces.
4) Long-term and Short-term Business Development Plans
-
a) Short-term plans
-
i. Office equipment
-
Carry out in-depth territory and customer relationship management (CRM) to stay competitive and lead in the market.
-
Adopt effective strategies to increase the scale and volume of business in the color printer market.
-
Target large-scale businesses through well-established regular chain stores to rapidly increase market share.
-
-
ii. Office furniture
- Optimize product lines, integrate logistics resources, and provide overall planning and exquisite service to secure the leading position.
-
iii. 3D printing: Provide professional, integrated solutions and establish offline sales channels to increase sales; introduce new materials and equipment and diversify material options to reduce costs, thereby increasing profits.
-
iv. Office cloud service: Develop an all-round smart HR platform with cloud architecture and customization; integrate various services such as face recognition and AI-based interviews to increase market share of the customers' products and facilitate digital transformation into smart businesses.
-
b) Long-term plans
-
i. Office equipment: Keep abreast of industry trends, focus on increasing profits, and integrate software and hardware solutions to develop extended business.
-
ii. Office furniture: Keep abreast of industry trends and customer needs to provide one-stop service from furniture design, research and development, and production to marketing; introduce smart factory cloud solutions to improve productivity and quality with smart manufacturing, in an attempt to become a leading brand in overall office space planning.
iii. 3D printing:
-
Identify potential demand with software and hardware solutions through the existing OA distribution channels; target 4 industries (automotive, education, healthcare, and footwear) to provide more precise and high-end processes.
-
Integrate 3D printing software and hardware with emerging products and equipment to develop applications for new industries, creating a new business model that drives the sales of equipment.
70
b. Analysis of Market and Production and Marketing Situation
1) Market Analysis
| Type of | Sales | Supply | ||
|---|---|---|---|---|
| Market Share | Supply and Demand in the Market and Possible Future Growth | |||
| Product | Territory | Territory | ||
| Office Equipment |
Taiwan and mainland China |
Japan, Taiwan, mainland China, and Thailand |
20~25% | 1. As the market grows slowly, businesses' purchases will gradually increase. It is expected that the market will brisk up. 2. Increasing demand for customized solutions helps enhance product competitiveness and differentiation. 3. Due to the launch of various brands, the color digital printer market has gradually grown in terms of sales and needs. 4. Demand for air purifiers continues to increase as people are caring more about air pollution and air quality in the office. 5. Demand for shredders is growing as a result of an increasing awareness of personal information protection. 6. As the COVID-19 pandemic continues to rage, demand for contactless and remote office, coupled with equipment such as video systems, interactive electronic whiteboards, and digital signage, is increasing, creating more business opportunities. 7. In particular, demand for digital signage has been growing in enterprises, schools, and retailers due to lower costs of large size screens. |
| Office Furniture |
Taiwan and mainland China |
Taiwan and mainland China |
14~19% | 1. Issues such as environmental protection, health, and smart meetings are drawing much attention. 2. While maintaining quality, Aurora will focus on supply chain integration and cost reduction. 3. Demand for furniture moves from a single product to space planning. Customers are placing more emphasis on the atmosphere and feeling of overall space planning. 4. Demand for professional applications such as medical and schoolspacesisincreasing. |
| 3D Printing | Taiwan and mainland China |
Taiwan and mainland China |
20~25% | Despite the COVID-19 pandemic, the global market scale of 3D printers accounted for US$14.7 billion in 2020 and is expected to reach US$46.4 billion by 2027. Between 2020 and 2027, the compound annual growth rate (CAGR) of 3D printers comes in at 17.9%. With the reduction of 3D printing costs, a wealth of relevant applications and raw materials will emerge in the next decade, further promoting the new market for end-use parts and spare parts. 95~99% of the manufacturing expenditures on functional end-use parts is expected, pushing digital manufacturing forward through 3D printing. The market scale of 3D scanning accounted for US$1,428 million in 2020 and is expected to reach US$4,690 million by the end of 2026, representing a 22.21% CAGR over the period of projection (2021~2026). 3D scanning has been successfully applied in industrial applications, including construction, aerospace, healthcare, and automobiles. Although 3D scanning has not yet been truly penetrated into residential and private sectors, it has been widely used in video games and film production in sectors such as entertainment and media. With increasing applications, 3D scanning will gradually innovate in the future. |
71
| Type of | Future Development | Future Development | ||
| Competitive Niches | Response | |||
Product |
Positive Factors |
Negative Factors |
||
| Office Equipment |
1. High brand awareness. 2. Large customer base. 3. High market share. 4. Product differentiation (with original manufacturers' OSA) |
1. 66 branches, the largest number in the industry. 2. Leader in terms of market share. 3. Better brand image than other competitors'. 4. Continuous development of competitive office printing and information security solutions for customers. |
1. Reduction in prices, as well as gross profits, as a result of increased demand for printer rental. 2. Market share erosion by original manufacturers (Japan) through distributors selling at low prices. 3. A wide range of parallel imports and filling consumables in the market. |
1. Carry out in-depth territory and customer relationship management and enhanced product training to keep products competitive and quality at a stable price. 2. Provide exquisite service to secure Aurora's market share. 3. Choose strategic printers to expand market share and provide comprehensive document solutions with the self-developed document management system. 4. Strengthen the differentiation of consumer products and focus on the sale of mid- to high-end products to enhance competitiveness. |
| Office Furniture |
1. Focus on Aurora brand, with integrated services covering design, R&D, manufacturing, and marketing. 2. Strong market development ability 3. Cross-strait customer base, which enables the effective development of products based on its needs. 4. High brand awareness and enhanced customer experience through O2O marketing. |
1. Good brand image. 2. Cross-strait marketing resources. 3. A quality team with integrated marketing, R&D, production, logistics and services to provide comprehensive customer services. |
1. Reduction in the gross profit due to intensifying competition with Chinese products. 2. Relatively low demand and intensifying competition. |
1. Provide exquisite service to strengthen the reputation and brand value. 2. Create a complete product line in response to market demand. 3. Develop furniture lease and office cleaning service. 4. Focus on product differentiation and guarantee safety to customers. 5. Develop integrated services to enhance quality. |
| 3D Printing | 1. More than 20 years of industry experience and operating performances, with a high brand awareness in the market/customers. 2. Delivery of professional, integrated solutions. 3. Establishment of offline sales channels. 4. Reduction in the costs of material development and increase in profits. 5. Identification of potential demand through extensive OA distribution channels. |
1. 3D software application, 3D scanning, and customized process software development. 2. Delivery of professional, integrated solutions with the well-established brand awareness, extensive sales channels, and years of practical experience and operating performances. 3. Establishment of offline sales channels in cooperation with world-renowned brands. 4. Identification of potential demand through extensive OA distribution channels. |
1. Inadequate talent cultivation. 2. Still room for improvement in professional and technical training. 3. Time required to integrate professional and technical services with OA channels. |
1. Expand the influence of OA channels based on the 3D Division. 2. Set up a coordinating unit to make strategic plans and guidelines for implementation. 3. Increase market share rapidly to shape leadership in the industry. 4. Expand cooperation with schools to speed up the talent training schedule. |
72
2) Usage and Manufacturing Processes for Main Products
| Type of | ||
|---|---|---|
| Main Products | Usage and Manufacturing Processes | |
| Product | ||
| Office Equipment |
1. Office equipment Sale of digital printers, photocopiers, color printers, fax machines, printers, clock-ins, projectors, video equipment, interactive whiteboards, and digital signage, as well as after-sales service. 2. Integration of document systems Provision of a total solution using digital printers and laser printers as output devices, combined with scanning functions, file storage devices, and relevant software. 3. Consumption products Fax machines, clock-ins, shredders, computers,andlaminators. |
1. Assist businesses in reducing operating costs and streamlining operating procedures to improve work efficiency. 2. Assist businesses in streamlining documentation processing, reducing costs, and enhancing competitiveness through customized solutions developed in line with the market trends. 3. Provide document printing, attendance management, confidentiality and protection of documents, and calculation aids to improve work efficiency. |
| Office Furniture |
Desks, chairs, screens, file cabinets, partitions, supervisor office products, imports, etc. |
Provide space planning and design, product configuration, and comprehensive services from production, logistics, to assembly, creating high-tech, professional, healthy, and eco-friendly office space for businesses. |
| 3D Printing | 1. CATIA, Delmia, and Design-X 3D design and manufacturing software 2. Creaform handheld 3D laser scanners, Hexagon 3D scanners, and Artec handheld scanners. 3. Stratasys 3D printers and Mcor color 3D printers. 4. Manipulator automation development and integration. |
1. Provide complete processes and equipment required for the design, development, and production of products in all industries to shorten the product development timeline. 2. Integrate self-developed software into equipment and hardware to meet customized, automation needs. 3. Apply 3D technology, in which there is still huge room for development, to increase marginal demand and industries. |
3) Supply Situation for Major Raw Materials
Raw materials of cabinets are mainly steel plates. Aurora cooperates with many domestic suppliers to stabilize the source of raw materials.
73
- 4) Suppliers and Clients Accounting for 10% or More of the Total Purchase (Sales) Amount in the Most Recent 2 Years
List of Major Suppliers in the Most Recent 2 Years
Unit: NT$1,000
| 2019 | 2019 | 2019 | 2020 | 2020 | ||||
|---|---|---|---|---|---|---|---|---|
| Proportion to Net |
Proportion | |||||||
Relationship |
to Net |
Relationship | ||||||
| Item | ||||||||
Name |
Amount | Purchase | with the |
Name |
Amount | Purchase | with the |
|
| for the Year(%) |
Issuer | for the Year | Issuer |
|||||
| (%) | ||||||||
| 1 |
Konica Minolta Business Solutions (China) Co., Ltd. |
1,459,996 | 20 |
- | Konica Minolta Business Solutions (China) Co., Ltd. |
1,248,524 | 18 | - |
| 2 | Others | 5,712,639 | 80 | - | Others | 5,505,895 | 82 | - |
| Netpurchase | 7,172,635 | 100 |
- | Netpurchase | 6,754,419 | 100 | - |
Note: Up to the date of publication of the Annual Report, financial information as of March 31, 2021 has not been audited or reviewed by the CPAs.
List of Major Clients in the Most Recent 2 Years
Unit: NT$1,000
| 2019 | 2019 | 2019 | 2020 | |||||
|---|---|---|---|---|---|---|---|---|
| Proportion | Proportion | |||||||
| to Net |
Relationship | to Net | Relationship | |||||
| Item | ||||||||
Name |
Amount | Sales for |
with the |
Name | Amount | Sales for | with the |
|
| the Year | Issuer | the Year | Issuer | |||||
| (%) | (%) | |||||||
| 1 | Huxen (China) Co.,Ltd. |
1,975,334 | 15 |
Other related party |
Huxen (China) Co., Ltd. |
1,755,455 | 14 |
Other related party |
| 2 | Aurora Corp. of America |
1,419,892 | 11 |
- | ||||
| 3 | Others | 11,629,779 | 85 | Others | 9,775,628 | 75 | - | |
| Net sales | 13,605,113 | 100 | Net sales | 12,950,974 | 100 |
Note: Up to the date of publication of the Annual Report, financial information as of March 31, 2021 has not been audited or reviewed by the CPAs.
74
5) Production Volume and Value for the Most Recent 2 Years
Unit: NT$1,000
| Year | 2019 | 2019 | 2019 | 2020 | 2020 | 2020 |
|---|---|---|---|---|---|---|
| Production Volume | ||||||
| and Value | Production | Production | Production | Production | Production | Production |
| Capacity | Volume | Value | Capacity | Volume | Value | |
| Main Products | ||||||
| Cabinet | 470,000 | 391,741 | 1,758,811 |
470,000 | 415,774 | 1,839,971 |
| Screen | 1,200,000 | 1,329,251 | 1,148,811 |
1,200,000 | 1,021,126 | 806,879 |
| Supervisor Table | 125,000 | 109,008 | 641,040 | 125,000 | 87,449 | 454,514 |
| Total | 1,795,000 | 1,830,000 | 3,548,662 |
1,795,000 | 1,524,349 | 3,101,364 |
6) Sales Volume and Value for the Most Recent 2 Years
Unit: NT$1,000
| 2019 | 2019 | 2019 | 2019 | 2020 | 2020 | 2020 | 2020 | ||
|---|---|---|---|---|---|---|---|---|---|
| Item | Domestic Sales | Foreign Sales | Domestic Sales | Foreign Sales | |||||
| Volume | Value | Volume | Value | Volume | Value | Volume | Value | ||
| OA |
Photocopiers | 65,214 | 3,201,829 | 6 |
13,031 | 57,896 | 2,877,683 |
─ |
─ |
| Other machines |
171,981 | 525,034 | 2,503 |
1,436,392 | 184,510 |
440,104 |
3,008 |
1,569,135 | |
| Peripherals | ─ | 3,409,072 | ─ |
67 | ─ |
3,587,118 | ─ |
─ | |
| Office Furniture | ─ | 5,019,688 | ─ |
─ | ─ | 4,431,502 | ─ |
45,432 | |
| Communications Products |
─ |
─ | ─ | ─ | ─ | ─ | ─ | ─ | |
| Total | ─ | 12,155,623 | ─ |
1,449,490 | ─ |
11,336,407 | ─ |
1,614,567 |
c. Information on Employees for the Two Most Recent Fiscal Years and during the Current Fiscal Year Up to the Date of Publication of the Annual Report
| Year | Year | 2019 | 2020 | As of April 19,2021 |
|---|---|---|---|---|
| Number of Employees |
Marketing | 1,986 | 1,776 | 1,748 |
| Technology service | 1,157 | 1,064 | 1,036 | |
| Staff member | 1,796 | 1,601 | 1,675 | |
| Total | 4,939 | 4,441 | 4,459 | |
| Average Age | 34.5 | 36.1 | 36.1 | |
| Average ServiceYear | 7.0 | 8.0 | 8.0 | |
| Academic Background Distribution (%) |
PhD | ─ | ─ | ─ |
| Master's | 2% | 2% | 2% | |
| Bachelor's | 75% | 73% | 72% | |
| Highschool | 11% | 11% | 11% | |
| Below high school | 13% | 14% | 15% |
d. Disbursements for Environmental Protection
-
1) Losses and Fines in the Most Recent Fiscal Year and in the Current Fiscal Year Up to the Date of Publication of the Annual Report due to Environmental Pollution Incidents: None.
-
2) Possible Expenses and Measures Taken in the Future: Aurora's products are replaced or recalled by original suppliers, so there is no risk of damage to the environment.
75
e. Labor Relations
- 1) Employee Benefit Plans, Continuing Education, Training, and Retirement Systems and the Status of Their Implementation, and the Status of Labor-management Agreements and Measures for Preserving Employees' Rights and Interests
“Talent” is the most important asset. Aurora is committed to providing employees a workplace that promotes work-life balance. To create a quality work environment, Aurora has designed a generous employee benefit system and a comprehensive training and development system, allowing employees to play to their strengths and realize their full potential.
Aurora also attaches great importance to human rights and gender equality. Aurora ensures that every employee is free from discrimination and harassment in the workplace. All employees are given human rights training to protect their rights and interests. At Aurora, employees are hired regardless of gender, age, religion, and race. People with disabilities are also employed for different types of work.
-
⚫ Protective measures for the work environment and the personal safety of employees
-
a) Employee benefits
- i. Insurance
During orientation, traffic safety is disseminated through promotional videos to sales and service representatives who frequently ride motorcycles. In addition to statutory labor and health insurance, accident insurance is also purchased for sales and service representatives.
- ii. Health examination
Aurora places importance on the health of all employees. Regular allowances are provided for employees to take health examinations at select medical institutions.
- iii. Travel allowance
At Aurora, work-life balance is much emphasized. A happy mind and a healthy body make a lively and enthusiastic work attitude. Regular travel allowances are provided for employees; in addition, high-performing employees are granted an incentive to travel overseas every year.
- iv. Leave
Leave is granted to employees in accordance with the Labor Standards Act. Supervisors are regularly informed of the employees' leave records to help them achieve the work-life balance.
- v. Birthday gift, marriage/funeral allowance, emergency relief, etc.
Departments hold monthly birthday parties from time to time. Consolation money and relief for weddings and funerals, hospitalization, and major disasters are also granted.
- vi. Employee satisfaction survey
Aurora conducts satisfaction surveys from time to time to understand the employees’ identification and satisfaction with the company and their work. Corrective measures are developed and taken based on the
76
employees' feedback to create a happy workplace for employees.
- b) Workplace safety
According to the Fire Services Act, a sound fire system has been set up to carry out and report inspections on a regular basis; in addition to regular fire training, emergency response drills are organized every year.
- c) Continuing education and training
Aurora pays much attention to talent development. In addition to providing a full range of training programs, Aurora aligns the employees' career development plans with corporate development.
On-the-job training is organized to assist employees in performing their duties and achieving their work goals. Job rotations, project assignments, work substitutions, and external training courses are also arranged to train employees in every aspect.
Performance improvement and talent cultivation are the cores of training, so training is tied in with promotion and performance.
The main purpose of training programs is to train employees with shared traits and values. Priority is given to high-performing employees who are considered potential executives. Therefore, training programs are divided into the following 4 categories:
- (1) Leadership training
Employees are trained to be leaders and associate leaders with abilities such as leadership, interview skills, consensus building, strategic planning, performance management, and the Labor Standards Act. They learn how to lead subordinates to be efficient and productive at work.
- (2) General skills training
Training helps improve the employees' general abilities to improve work efficiency such as communication skills, presentation skills, time management, stress management, and creative thinking.
- (3) Functional training
Specific work assignments entail such functional training as orientation for new recruits and executive training.
- (4) Expertise training
Employees are trained to work professionally with expertise and skills such as sales skills, customer relationship management, and product knowledge, so as to achieve good performances.
In 2020, 380 training sessions were organized for nearly 3,200 trainees.
-
⚫ Labor-management agreements and implementation
-
a) Eligibility for retirement
In accordance with the laws and regulations, employees who are eligible for retirement may apply for retirement. Those who are after 10 years of service and over 55 years old or after 20 years of service may retire upon approval of the responsible supervisors.
- b) Pension contributions and pension payments
77
In accordance with the laws and regulations, Aurora sets aside 6% of monthly salaries to the personal pension account at the Bureau of Labor for employees who started after July 1, 2005 as well as employees who have opted to apply the Labor Pension Act. For employees to whom the old pension system applies and existing employees who have opted to stick to the old pension system, their seniority will be retained and calculated in accordance with the former pension rules for the pension reserve fund to be set aside to the account at the designated bank. For employees who are transferred by Aurora to any of the affiliates, their seniority will be renewed to provide more protection for the employees.
- c) Labor-management agreements and measures for preserving employees' rights and interests
Valuing employees' willingness and treating them with respect, Aurora strives to create a happy, vibrant workplace and promote harmonious labor-management relations with a full range of employee benefits and remuneration packages. Backed by a fine reputation, Aurora ensures that every employee is happy and reaches his/her full potential at work. Since the implementation of the Labor Standards Act, the Act of Gender Equality in Employment, and the Labor Pension Act, Aurora has upheld ethical corporate management and compliance in the course of conducting business. Employees are encouraged to fully participate and work as a team, so as to share the profits. Aurora tie up the employees' career development plans with corporate development in hopes of achieving business sustainability.
4) Loss Resulting from Labor-management Relations in the Most Recent Fiscal Year and in the Current Fiscal Year Up to the Date of Publication of the Annual Report: None.
f. Important Contracts
April 19, 2021
| Type of | Contract | |||
|---|---|---|---|---|
| Party | Contract Content | Restrictions |
||
| Contract | Duration | |||
| Distribution Contract |
Sharp Corporation |
2021.4.1~2022.3.31 (Automatic extension by one yearuponexpiry) |
Sharp photocopiers | 1. Exclusive distribution 2. Non-compete |
| OEM Contract |
(1) Konica Minolta , Inc (2) Konica Minolta Business Solutions (China) Co., Ltd. (3) Aurora Office Automation Sales Co.,Ltd. Shanghai |
2019.1.1~2023.12.31 | Production and procurement of multi-functional photocopier and PP printer |
None |
| OEM Contract |
(1) Aurora Office Automation Sales Co., Ltd. Shanghai (2) Zhuhai Pantum Electronics Co.,Ltd. |
2020.1.1~2021.12.31 | Production and procurement of A4 printer |
None |
| Distribution Contract |
(1) Stratasys AP Limited (2) Aurora Machinery Equipment (Shanghai) Co.,Ltd. |
2021.1.1~2021.12.31 | Stratasys 3D printer | 1. Non-compete 2. New contract in progress |
| Distribution Contract |
Konica Minolta, Inc. Aurora Office Automation Corporation |
2021.4.1~2022.12.31 | KM photocopier and printer |
1. Non-compete 2. Sales territory: Taiwan only |
78
| Type of | Contract | |||
|---|---|---|---|---|
| Party | Contract Content | Restrictions |
||
| Contract | Duration | |||
| Distribution Contract |
Stratasys Ap Ltd. General Integration Technology Co., Ltd. |
2021.1.1~2021.12.31 | SSYS 3D printer | 1. Non-exclusive distribution 2.Non-compete 3.Salesterritory: Taiwan only |
| Distribution Contract |
Creaform Inc. General Integration Technology Co., Ltd. |
2020.6.21~2021.6.20 | 3D scanner | 1.Non-exclusive distribution 2.Sales territory: Taiwan only |
| Distribution Contract |
Konica Minolta, Inc. KM Developing Solutions Co., Ltd. |
2021.4.1~2022.3.31 | Large photocopier and multi-functional photocopier |
1.Annual sales amount 2.Non-compete 3.Sales territory: Taiwan only |
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6. Financial Information
a. Condensed Balance Sheets and Statements of Comprehensive Income for the Past Five Fiscal Years
- 1) Condensed Balance Sheets - Parent Company Only
Unit: NT$1,000
| Year Item |
Year Item |
Financial Information forthePastFiveFiscal Years (Note1) |
Financial Information forthePastFiveFiscal Years (Note1) |
Financial Information forthePastFiveFiscal Years (Note1) |
Financial Information forthePastFiveFiscal Years (Note1) |
Financial Information forthePastFiveFiscal Years (Note1) |
Financial Information as of March 31, 2021 |
|---|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | |||
| CurrentAssets | 2,145,483 | 1,283,058 | 1,105,283 | 938,311 | 1,094,617 | N/A (Note 2) |
|
| Property, Plant, and Equipment |
640,387 | 896,886 | 819,253 | 851,333 | 803,052 | ||
| IntangibleAssets | 50,303 | 48,634 | 53,458 | 50,273 | 48,615 | ||
| Other Assets | 8,075,099 | 8,885,438 | 9,540,368 | 9,782,752 | 10,925,965 | ||
| Total Assets | 10,911,272 | 11,114,016 | 11,518,362 | 11,622,669 | 12,872,249 | ||
| Current Liabilities |
Before distribution |
2,983,036 | 2,253,865 | 2,532,715 | 2,785,415 | 3,488,028 | |
| After distribution |
4,079,691 | 3,671,080 | 3,949,930 | 4,155,390 | (Note 3) | ||
| Non-currentLiabilities | 929,299 | 1,402,591 | 1,400,215 | 1,625,621 | 1,755,532 | ||
| Total Liabilities |
Before distribution |
3,912,335 | 3,656,456 | 3,932,930 | 4,411,036 | 5,243,560 | |
| After distribution |
5,008,990 | 5,073,691 | 5,350,145 | 5,781,011 | (Note 3) | ||
| Equity Attributable to Owners oftheParent |
7,301,474 | 6,998,937 | 7,585,432 | 7,211,633 | 7,628,689 | ||
| CapitalStock | 3,374,322 | 2,362,025 | 2,362,025 | 2,362,025 | 2,362,025 | ||
| CapitalSurplus | 1,660,476 | 1,761,702 | 1,843,004 | 1,920,710 | 1,941,799 | ||
| Retained Earnings |
Before distribution |
3,216,352 | 3,907,515 | 4,048,436 | 3,973,659 | 4,087,994 | |
| After distribution |
2,119,697 | 2,490,300 | 2,631,221 | 2,603,684 | (Note 3) | ||
| Other Equity | 93,361 | 246,151 | 123,793 | (252,935) | 28,697 | ||
| Treasury Stock | (1,345,574) | (819,833) | (791,826) | (791,826) | (791,826) | ||
| Total Equity | Before distribution |
6,998,937 | 7,457,560 | 7,585,432 | 7,211,633 | 7,628,689 | |
| After distribution |
5,902,282 | 6,040,345 | 6,168,217 | 5,841,658 | (Note 3) |
Note 1. The above annual financial information has been audited by the CPAs.
Note 2. Parent company only financial statements are prepared annually.
Note 3. The distribution of earnings is to be resolved in the shareholders' meeting in the following year.
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2) Condensed Balance Sheets - Consolidated
Unit: NT$1,000
| Year Item |
Year Item |
Financial Information forthePastFiveFiscal Years (Note1) |
Financial Information forthePastFiveFiscal Years (Note1) |
Financial Information forthePastFiveFiscal Years (Note1) |
Financial Information forthePastFiveFiscal Years (Note1) |
Financial Information forthePastFiveFiscal Years (Note1) |
Financial Information as of March 31, 2021 |
|---|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | |||
| CurrentAssets | 10,612,669 | 10,739,029 | 11,202,362 | 10,392,354 | 10,895,709 | N/A (Note 2) |
|
| Property, Plant, and Equipment |
1,723,953 | 1,894,586 | 1,868,239 | 1,939,676 | 2,315,741 | ||
| IntangibleAssets | 155,609 | 153,870 | 156,308 | 168,654 | 177,009 | ||
| Other Assets | 3,484,809 | 3,703,067 | 4,053,484 | 4,609,092 | 4,674,450 | ||
| Total Assets | 15,977,040 | 16,490,552 | 17,280,393 | 17,109,776 | 18,062,909 | ||
| Current Liabilities |
Before distribution |
6,341,423 | 6,059,240 | 6,581,582 | 6,082,773 | 6,619,633 | |
| After distribution |
7,438,078 | 7,476,475 | 7,998,797 | 7,452,748 | (Note 3) | ||
| Non-currentLiabilities | 1,715,753 | 1,930,684 | 1,999,803 | 2,653,270 | 2,519,129 | ||
| Total Liabilities |
Before distribution |
8,057,176 | 7,989,924 | 8,581,385 | 8,736,043 | 9,138,762 | |
| After distribution |
9,153,831 | 9,407,159 | 9,998,600 | 10,106,018 | (Note 3) | ||
| Equity Attributable to Owners of the Parent |
6,998,937 | 7,457,560 | 7,585,432 | 7,211,633 | 7,628,689 | ||
| CapitalStock | 3,374,322 | 2,362,025 | 2,362,025 | 2,362,025 | 2,362,025 | ||
| CapitalSurplus | 1,660,476 | 1,761,702 | 1,843,004 | 1,920,710 | 1,941,799 | ||
| Retained Earnings |
Before distribution |
3,216,352 | 3,907,515 | 4,048,436 | 3,973,659 | 4,087,994 | |
| After distribution |
2,119,697 | 2,490,280 | 2,631,221 | 2,603,684 | (Note 3) | ||
| Other Equity | 93,361 | 246,151 | 123,793 | (252,935) | 28,697 | ||
| Treasury Stock | (1,345,574) | (819,833) | (791,826) | (791,826) | (791,826) | ||
| Non-controllingInterests | 920,927 | 1,043,068 | 1,113,576 | 1,162,100 | 1,295,458 | ||
| Total Equity |
Before distribution |
7,919,864 | 8,500,628 | 8,699,008 | 8,373,733 | 8,924,147 | |
| After distribution |
6,823,209 | 7,083,393 | 7,281,793 | 7,003,758 | (Note 3) |
Note 1. The above annual financial information has been audited by the CPAs.
Note 2. Up to the date of publication of the Annual Report, financial information as of March 31, 2021 has not been audited or reviewed by the CPAs.
Note 3. The distribution of earnings is to be resolved in the shareholders' meeting in the following year.
81
3) Condensed Statements of Comprehensive Income - Parent Company Only
Unit: NT$1,000
(except for earnings per share in NT$)
| Year Item |
Financial Information for the Past Five Fiscal Years (Note 1) |
Financial Information for the Past Five Fiscal Years (Note 1) |
Financial Information for the Past Five Fiscal Years (Note 1) |
Financial Information for the Past Five Fiscal Years (Note 1) |
Financial Information for the Past Five Fiscal Years (Note 1) |
Financial Information as of March 31, 2021 |
|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Operating Revenue | 3,077,722 | 3,013,539 | 3,110,307 | 3,146,934 | 3,174,613 | N/A (Note 2) |
| GrossProfit | 1,406,491 | 1,360,708 | 1,407,004 | 1,441,807 | 1,485,605 | |
| OperatingIncome | 390,928 | 343,683 | 388,132 | 389,146 | 413,523 | |
| Non-operating Income and Expenses |
937,180 | 1,544,619 | 1,237,660 | 1,221,698 | 1,236,365 | |
| Income beforeTax | 1,328,108 | 1,888,302 | 1,625,792 | 1,610,844 | 1,649,888 | |
| Income from Continuing Operations |
1,250,613 | 1,810,866 | 1,522,999 | 1,374,792 | 1,438,309 | |
| Loss from Discontinued Operations |
0 | 0 | 0 | 0 | 0 | |
| NetIncome (Loss) | 1,250,613 | 1,810,866 | 1,522,999 | 1,374,792 | 1,438,309 | |
| Other Comprehensive Income (after Tax) |
(561,888) | 129,742 | (87,221) | (409,082) | 327,633 | |
| TotalComprehensiveIncome | 688,725 | 1,940,608 | 1,435,778 | 965,710 | 1,765,942 | |
| Earningsper Share | 4.02 | 6.67 | 6.78 | 6.12 | 6.40 |
Note 1. The above annual financial information has been audited by the CPAs.
Note 2. Parent company only financial statements are prepared annually.
82
4) Condensed Statements of Comprehensive Income - Consolidated
Unit: NT$1,000
(except for earnings per share in NT$)
| Year Item |
Financial Information for the Past Five Fiscal Years(Note 1) |
Financial Information for the Past Five Fiscal Years(Note 1) |
Financial Information for the Past Five Fiscal Years(Note 1) |
Financial Information for the Past Five Fiscal Years(Note 1) |
Financial Information for the Past Five Fiscal Years(Note 1) |
Financial Information as of March 31, 2021 |
|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| OperatingRevenue | 14,463,633 | 14,370,795 | 14,343,895 | 13,605,113 | 12,950,974 | N/A (Note 2) |
| GrossProfit | 5,922,176 | 6,083,895 | 6,283,558 | 6,097,714 | 5,874,627 | |
| OperatingIncome | 1,019,455 | 1,221,348 | 1,465,824 | 1,370,653 | 1,517,380 | |
| Non-operating Income andExpenses |
571,009 | 999,389 | 543,934 | 562,087 | 508,048 | |
| Income beforeTax | 1,590,464 | 2,220,737 | 2,009,758 | 1,932,740 | 2,025,428 | |
| Income from Continuing Operations |
1,345,169 | 1,923,379 | 1,650,814 | 1,501,756 | 1,558,735 | |
| Loss from Discontinued Operations |
0 | 0 | 0 | 0 | 0 | |
| NetIncome (Loss) | 1,345,169 | 1,923,379 | 1,650,814 | 1,501,756 | 1,558,735 | |
| Other Comprehensive Income (after Tax) |
(627,603) | 125,740 | (110,121) | (450,153) | 366,143 | |
| Total Comprehensive Income |
717,566 | 2,049,119 | 1,540,693 | 1,051,603 | 1,924,878 | |
| Net Income Attributable to Shareholders of the Parent |
1,250,613 | 1,810,866 | 1,522,999 | 1,374,792 | 1,438,309 | |
| Net Income Attributable to Non-controlling Interests |
94,556 | 112,513 | 127,815 | 126,964 | 120,426 | |
| Comprehensive Income Attributable to Owners oftheParent |
688,725 | 1,940,608 | 1,435,778 | 965,710 | 1,765,942 | |
| Comprehensive Income Attributable to Non-controlling Interests |
28,841 | 108,511 | 104,915 | 85,893 | 158,936 | |
| Earningsper Share | 4.02 | 6.67 | 6.78 | 6.12 | 6.40 |
Note 1. The above annual financial information has been audited by the CPAs.
Note 2. Up to the date of publication of the Annual Report, financial information as of March 31, 2021 has not been audited or reviewed by the CPAs.
5) Name of CPAs and Audit Opinions for the Last Five Years
| Year | CPA | Name | Opinions |
|---|---|---|---|
| 2020 | Deloitte &Touche | Chih Rui-ChuanandHsiehChien-Hsin | Unmodified opinion |
| 2019 | Deloitte &Touche | HuangHai-YuehandHsiehChien-Hsin | Unmodified opinion |
| 2018 | Deloitte &Touche | HuangHai-Yueh andHsiehChien-Hsin | Unmodified opinion |
| 2017 | Deloitte &Touche | HuangHai-YuehandHsiehChien-Hsin | Unmodified opinion |
| 2016 | Deloitte & Touche | HuangHai-Yueh and Hsieh Chien-Hsin | Unmodified opinion |
83
b. Financial Analyses for the Past Five Fiscal Years
1) Financial Analysis - Parent Company Only
| Year Analysis Item (Note 3) |
Year Analysis Item (Note 3) |
Financial Analysis for the Past Five Fiscal Years (Note 1) | Financial Analysis for the Past Five Fiscal Years (Note 1) | Financial Analysis for the Past Five Fiscal Years (Note 1) | Financial Analysis for the Past Five Fiscal Years (Note 1) | Financial Analysis for the Past Five Fiscal Years (Note 1) | Financial Information as of March 31,2021 |
|---|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | |||
| Financial Structure (%) |
Debt ratio | 35.86 | 35.90 | 34.14 | 37.95 | 40.74 | N/A (Note 2) |
| Ratio of long-term capital to property, plant, and equipment |
1238.04 | 987.88 | 1,096.81 | 1,038.05 | 1,168.57 | ||
| Solvency (%) |
Current ratio | 71.92 | 56.93 | 43.64 | 33.69 | 31.38 | |
| Quick ratio | 53.62 | 36.16 | 23.82 | 16.79 | 15.69 | ||
| Interest coverage ratio | 81.47 | 99.71 | 85.83 | 67.95 | 64.00 | ||
| Operating Ability |
Accounts receivable turnover rate (times) |
7.94 | 7.69 | 8.23 | 9.42 | 10.05 | |
| Average days for cash receipts |
46 | 47 | 44 | 39 | 36 | ||
| Inventory turnover rate (times) |
3.11 | 3.26 | 3.50 | 3.43 | 3.20 | ||
| Accounts payable turnover rate (times) |
6.04 |
4.81 | 4.38 | 5.04 | 5.21 | ||
| Average days for sale of goods |
117 | 112 | 104 | 106 | 114 | ||
| Property, plant, and equipment turnover rate (times) |
4.91 | 3.92 | 3.62 | 3.77 | 3.84 | ||
| Total assets turnover rate (times) |
0.29 | 0.27 | 0.27 | 0.27 | 0.26 | ||
| Profitability | Return on total assets (%) | 12.06 | 16.59 | 13.59 | 12.05 | 12.47 | |
| Return on equity (%) | 17.49 | 25.05 | 20.25 | 18.58 | 19.38 | ||
Ratio of income before tax to paid-in capital (%) |
39.36 | 79.94 | 68.83 | 68.20 | 69.85 | ||
| Net profit margin (%) | 40.63 | 60.09 | 48.97 | 43.69 | 45.31 | ||
| Earnings per share (NT$) | 4.02 | 6.67 | 6.78 | 6.12 | 6.40 | ||
| Cash Flows | Cash flow ratio (%) | 15.41 | 18.97 | 16.57 | 11.88 | 16.85 | |
| Cash flow adequacy ratio (%) |
30.11 | 31.74 | 31.69 | 31.63 | 30.45 | ||
| Cash reinvestment ratio (%) |
-7.37 | -7.08 | -10.49 | -11.78 | -8.50 | ||
| Leverage | Operating leverage | 1.70 | 1.82 | 1.82 | 1.99 | 1.94 | |
| Financial leverage | 1.04 | 1.06 | 1.06 | 1.07 | 1.07 | ||
| Reasons for any changes in financial ratios up to 20% in the past two years: 1. The increase in the cash flow ratio was mainly due to the decrease in accounts payable and other payables. 2. The increase in the cash reinvestment ratio was mainlydue to the decrease in accountspayable and otherpayables. |
|||||||
| Note 1. The above annual financial information has been audited by the CPAs. |
Note 2. Parent company only financial statements are prepared annually.
Note 3. Please refer to pages 64~65 for the above calculation formulas.
84
2) Financial Analysis - Consolidated
| Year AnalysisItem |
Year AnalysisItem |
Financial AnalysisforthePastFiveFiscal Years (Note1) | Financial AnalysisforthePastFiveFiscal Years (Note1) | Financial AnalysisforthePastFiveFiscal Years (Note1) | Financial AnalysisforthePastFiveFiscal Years (Note1) | Financial AnalysisforthePastFiveFiscal Years (Note1) | Financial Information as of March 31, 2021 |
|---|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | |||
| Financial Structure (%) |
Debtratio | 50.43 | 48.45 | 49.66 | 51.06 | 50.59 | N/A (Note 2) |
| Ratio of long-term capital to property, plant, and equipment |
558.93 | 550.59 | 572.67 | 568.50 | 494.15 | ||
| Solvency (%) |
Currentratio | 167.35 | 177.23 | 170.21 | 170.85 | 164.60 | |
| Quick ratio | 142.32 | 149.76 | 139.36 | 142.50 | 138.34 | ||
| Interest coverageratio | 51.37 | 67.94 | 54.76 | 30.68 | 36.24 | ||
| Operating Ability |
Accounts receivable turnover rate (times) |
8.15 | 7.80 | 8.51 | 9.18 | 8.61 | |
| Average days for cash receipts |
45 | 47 | 43 | 40 | 42 | ||
| Inventory turnover rate (times) |
5.35 | 5.23 | 4.59 | 4.18 | 4.26 | ||
| Accounts payable turnover rate (times) |
5.77 |
4.70 | 4.16 | 4.73 | 5.33 | ||
| Average days for sale of goods |
68 | 70 | 80 | 87 | 86 | ||
| Property, plant, and equipment turnover rate (times) |
8.32 | 7.94 | 7.62 | 7.15 | 6.09 | ||
| Total assets turnover rate (times) |
0.94 | 0.89 | 0.85 | 0.79 | 0.74 | ||
| Profitability | Returnontotalassets (%) | 8.95 | 12.02 | 9.95 | 9.04 | 9.12 | |
| Returnonequity (%) | 16.70 | 23.43 | 19.20 | 17.59 | 18.02 | ||
Ratio of income before tax to paid-incapital(%) |
47.13 |
94.02 | 85.09 | 81.83 | 85.75 | ||
| Net profitmargin(%) | 9.30 | 13.38 | 11.51 | 11.04 | 12.04 | ||
| Earnings pershare (NT$) | 4.02 | 6.67 | 6.78 | 6.12 | 6.40 | ||
| Cash Flows | Cash flowratio (%) | 20.33 | 30.06 | 17.95 | 18.11 | 28.33 | |
Cash flow adequacy ratio (%) |
78.21 | 80.32 | 69.73 | 69.13 | 77.99 | ||
| Cash reinvestment ratio (%) |
2.23 | 5.97 | -1.71 | -2.33 | 3.89 | ||
| Leverage | Operatingleverage | 1.44 | 1.37 | 1.28 | 1.50 | 1.52 | |
| Financial leverage | 1.03 | 1.03 | 1.03 | 1.05 | 1.04 | ||
| Reasons for any changes in financial ratios up to 20% in the past two years: 1. The increase in the cash flow ratio was mainly due to the decrease in accounts payable and other payables. 2. The increase in the cash reinvestment ratio was mainlydue to the decrease in accountspayable and otherpayables. |
- The increase in the cash reinvestment ratio was mainly due to the decrease in accounts payable and other payables. Note 1. The above annual financial information has been audited by the CPAs.
Note 2. Up to the date of publication of the Annual Report, financial information as of March 31, 2021 has not been audited or reviewed by the CPAs.
Note 3. The calculation formulas adopted are as follows:
-
Financial structure
-
a. Debt ratio = Total liabilities/Total assets.
-
b. Ratio of long-term capital to property, plant, and equipment = (Total equity + Non-current liabilities)/Net value of property, plant, and equipment.
-
Solvency
-
a. Current ratio = Current assets/Current liabilities.
-
b. Quick ratio = (Current assets - Inventories - Prepaid expenses)/Current liabilities.
-
c. Interest coverage ratio = Income before tax and interest expenses/Interest expenses.
85
-
Operating ability
-
a. Accounts receivable (including accounts receivable and notes receivable generated from operations) turnover rate = Net sales/Average balance of accounts receivable (including accounts receivable and notes receivable generated from operations) for each period.
-
b. Average days for cash receipts = 365/Accounts receivable turnover rate.
-
c. Inventory turnover rate = Cost of goods sold/Average inventories.
-
d. Accounts payable (including accounts payable and notes payable generated from operations) turnover rate = Cost of goods sold/Average balance of accounts payable (including accounts payable and notes payable generated from operations) for each period.
-
e. Average days for sale of goods = 365/Inventory turnover rate.
-
f. Property, plant, and equipment turnover rate = Net sales/Average net property, plant, and equipment.
-
g. Total assets turnover rate = Net sales/Average total assets.
-
Profitability
-
a. Return on assets = [Income after tax + Interest expenses x (1 - Tax rate)]/Average total assets.
-
b. Return on equity = Income after tax/Average total equity.
-
c. Net profit margin = Income after tax/Net sales.
-
d. Earnings per share = (Income attributable to owners of the parent - Preferred stock dividends)/Weighted average number of shares issued.
-
Cash flows
-
a. Cash flow ratio = Net cash flows generated from operating activities/Current liabilities.
-
b. Cash flow adequacy ratio = Five-year sum of net cash flows generated from operating activities/Five-year sum of capital expenditure, inventory additions and cash dividends).
-
c. Cash reinvestment ratio = (Net cash flows from operating - cash dividends)/(Gross amount of property, plant, and equipment + Long term investment + Other non-current assets + Working capital).
-
Leverage
-
a. Operating leverage = (Net operating revenue - Variable operating costs & expenses)/Operating income.
-
b. Financial leverage = Operating income/(Operating income - Interest expenses).
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- c. Audit Committee's Review Report on Financial Statements for the Most Recent Fiscal Year
Audit Committee's Review Report
The Board of Directors has prepared, and submitted to the shareholders' meeting, the business report, financial statements, and the proposal for distribution of earnings for 2020. The financial statements have been duly audited by Deloitte & Touche appointed by the Board of Directors.
The said business report, financial statements, and the proposal for distribution of earnings have been audited by the Audit Committee and determined to be in compliance with the Company Act and other relevant laws and regulations. The Audit Committee's Report is hereby prepared in accordance with Article 219 of the Company Act.
Please review.
Sincerely,
2021 shareholders’ meeting of Aurora Corporation
Convener of the Audit Committee
Liao Kuo-Jung
March 16, 2021
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d. Financial Statements for the Most Recent Fiscal Year
Declaration of Consolidated Financial Statements of Affiliates
In 2020 (from January 1, 2020 to December 31, 2020), the companies required to be included in the consolidated financial statements of affiliates under the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" are all the same as companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in the International Financial Reporting Standards (IFRS) 10, and relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Aurora hereby produces this declaration to the effect that no preparation for the separate consolidated financial statements of affiliates is required. Sincerely,
Company: Aurora Corporation
Chairman: Yuan Hui-Hua
March 16, 2021
88
Independent Auditors' Report
To Aurora Corporation:
Opinions
Aurora Corporation and its subsidiaries' Consolidated Balance Sheets as of December 31, 2020 and 2019, in addition to the Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity, Consolidated Statements of Cash Flows, and Notes to the Consolidated Financial Statements (including a summary of significant accounting policies) from January 1 to December 31, 2020 and 2019, have been audited by the CPAs.
In our opinion, the Consolidated Financial Statements mentioned above have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the International Financial Reporting Standards (IFRSs), International Accounting Standards (IAS), law and regulation reviews and their announcements recognized and announced by the Financial Supervisory Commission in all material aspects, and are considered to have reasonably expressed the consolidated financial conditions of Aurora Corporation and its subsidiaries as of December 31, 2020 and 2019, as well as the consolidated financial performance and consolidated cash flows from January 1 to December 31, 2020 and 2019.
Basis for Opinions
We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards (GAAS). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of Aurora Corporation and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China ("The Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of Aurora Corporation and its subsidiaries for the year ended December 31, 2020. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Consolidated Financial Statements of Aurora Corporation and its subsidiaries for the year ended December 31, 2020 are stated as follows:
Sales revenue
The main businesses of Aurora Corporation and its subsidiaries include the trade and lease of Multi-Functional Photocopiers (MFPs) and sales of system furniture. In particular, sales revenue from sales of system furniture in Taiwan and exporting office equipment in mainland China increased significantly in 2020 as compared to that in 2019; such increase in the overall impact to the financial statements is material. The main risk lies in whether revenue actually occurs. Accordingly, we identify the risk of revenue recognition arising from fraud as a key audit matter in accordance with the Statements on Auditing Standards in relation to significant risk.
89
For the accounting policies related to revenue recognition, please refer to Note IV (XV).
We understood and tested the effectiveness of the design and implementation of internal controls in the recognition of sales revenue. We have also selected appropriate samples from the sales details, reviewed the original contracts, documents and customs declaration forms from external forwarders or signed by customers to check whether the recipients are the trading parties, and reviewed whether there is a significant amount of return and allowance subsequent to the balance sheet date to confirm whether there is any material misstatement of sales revenue.
Other Matters
We have also audited the Parent Company Only Financial Statements of Aurora Corporation for the years ended December 31, 2020 and 2019, on which we have issued an unqualified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
To ensure that the Consolidated Financial Statements do not contain material misstatements caused by fraud or errors, the management is responsible for preparing prudent Consolidated Financial Statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the IFRS, IAS, law and regulation reviews and their announcements recognized and announced by the Financial Supervisory Commission, and for preparing and maintaining necessary internal control procedures pertaining to the Consolidated Financial Statements.
In preparing the Consolidated Financial Statements, the management is responsible for assessing Aurora Corporation and its subsidiaries' ability to continue as a going concern, disclosing, as applicable, matters related to the going concern and using the going concern basis of accounting unless the management either intends to liquidate Aurora Corporation and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing Aurora Corporation and its subsidiaries' financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatements, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
90
-
Identify and evaluate the risk of material misstatements due to fraud or error in the Consolidated Financial Statements; design and carry out appropriate countermeasures for the evaluated risk; and obtain sufficient and appropriate evidence as the basis for their audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls of Aurora Corporation and its subsidiaries.
-
Assess the appropriateness of the accounting policies adopted by the management, as well as the reasonableness of their accounting estimates and relevant disclosures.
-
Conclude on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Aurora Corporation and its subsidiaries' ability to operate as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause Aurora Corporation and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall expression, structure and contents of the Consolidated Financial Statements (including relevant Notes), and whether the Consolidated Financial Statements fairly present relevant transactions and items.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Aurora Corporation and its subsidiaries to express an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision, and performance of the audit and for expressing an opinion on the Consolidated Financial Statements of Aurora Corporation and its subsidiaries.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
91
From the matters communicated with those charged with governance, we determine the key audit matters of Aurora Corporation and its subsidiaries' Consolidated Financial Statements for the year ended December 31, 2020. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Deloitte & Touche Chi Rui-Chuan, CPA Hsieh Chien-Hsin, CPA Financial Supervisory Commission Securities and Futures Commission Approval Approval No. Jin-Guan-Zheng-Shen No. No. Tai-Cai-Zheng-6 No. 0920123784 1060023872
March 16, 2021
Notices to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
92
Aurora Corporation and Subsidiaries Consolidated Balance Sheets December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)
| Code 1100 1110 1120 1140 1150 1170 1180 1200 1220 130X 1479 11XX 1550 1560 1600 1755 1760 1805 1821 1840 1920 1980 1990 15XX 1XXX Code 2100 2110 2130 2170 2180 2200 2230 2280 2300 21XX 2540 2570 2580 2640 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3500 31XX 36XX 3XXX |
Assets Current Assets Cash and cash equivalents (Notes IV and VI) Financial assets at fair value through profit or loss - current (Notes IV and VII) Financial assets at fair value through other comprehensive income - current (Notes IV and VIII) Financial assets at amortized cost - current (Notes IV and IX) Notes receivable (Notes IV and XI) Accounts receivable (Notes IV and XI) Accounts receivable - related parties (Notes IV, XI, and XXXIII) Other receivables (Notes IV, XI, and XXXIII) Current tax assets (Notes IV and XXVII) Inventories (Notes IV and XII) Other current assets (Note XIX) Total current assets Non-current assets Investments accounted for using the equity method (Notes IV and XIV) Contract assets - non-current (Note XXV) Property, plant, and equipment (Notes IV, XV, XXXIII, and XXXIV) Right-of-use assets (Notes III, IV, XVI, and XXXIII) Investment properties (Notes IV, XVII, and XXXIV) Goodwill (Notes IV and XVIII) Other intangible assets (Notes IV and XVIII) Deferred tax assets (Notes IV and XXVII) Refundable deposits (Note XXXIII) Other financial assets - non-current (Notes X and XXXIV) Other non-current assets (Note XIX) Total non-current assets Total assets Liabilities and Equity Current Liabilities Short-term loans (Note XX) Short-term notes and bills payable (Note XX) Contract liabilities - current (Note XXV) Accounts payable (Note XXI) Accounts payable - related parties (Notes XXI and XXXIII) Other payables (Notes XXII and XXXIII) Current tax liabilities (Notes IV and XXVII) Lease liabilities - current (Notes IV, XVI, and XXXIII) Other current liabilities (Note XXII) Total current liabilities Non-current liabilities Long-term loans (Note XX) Deferred income tax liabilities (Notes IV and XXVII) Lease liabilities - non-current (Notes IV, XVI, and XXXIII) Net defined benefit liabilities - non-current (Notes IV and XXIII) Guarantee deposits received (Note XXXIII) Total non-current liabilities Total liabilities Equity attributable to owners of the Company (Note XXIV) Capital stock Capital stock - common shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity attributable to owners of the Company Non-controlling Interests Total equity Total liabilities and equity |
December 31, 2020 | December 31, 2020 | % 30 - - 10 1 7 1 1 - 8 2 60 17 - 13 4 3 1 - 1 1 - - 40 100 14 2 3 8 - 7 1 2 - 37 7 1 2 3 1 14 51 13 11 10 5 8 23 - 5) 42 7 49 100 |
December 31, 2019 | December 31, 2019 | |||
|---|---|---|---|---|---|---|---|---|---|
| Amount $ 5,444,125 77,420 - 1,873,326 190,720 1,303,845 102,688 109,530 49,332 1,463,649 281,074 10,895,709 3,156,926 19,590 2,315,741 641,237 450,870 132,801 44,208 179,114 150,569 60,665 15,479 7,167,200 $ 18,062,909 $ 2,621,620 319,651 467,117 1,391,425 1,955 1,221,392 194,294 310,468 91,711 6,619,633 1,340,000 258,460 346,260 481,453 92,956 2,519,129 9,138,762 2,362,025 1,941,799 1,731,715 852,220 1,504,059 4,087,994 28,697 791,826) 7,628,689 1,295,458 8,924,147 $ 18,062,909 |
Amount $ 5,764,661 158,520 107,823 1,229,067 186,716 1,019,475 105,127 117,707 457 1,524,802 177,999 10,392,354 3,039,586 - 1,939,676 702,289 465,911 132,728 35,926 169,676 167,526 35,459 28,645 6,717,422 $ 17,109,776 $ 2,814,268 99,992 459,544 1,181,483 12,769 1,079,334 94,628 272,725 68,030 6,082,773 1,480,000 140,885 438,574 485,613 108,198 2,653,270 8,736,043 2,362,025 1,920,710 1,597,471 852,220 1,523,968 3,973,659 252,935) 791,826) 7,211,633 1,162,100 8,373,733 $ 17,109,776 |
% | |||||||
( |
( |
( ( |
( ( |
34 1 1 7 1 6 - 1 - 9 1 61 18 - 11 4 3 1 - 1 1 - - 39 100 16 1 3 7 - 6 1 2 - 36 9 1 2 3 - 15 51 14 11 9 5 9 23 1) 5) 42 7 49 100 |
The accompanying notes are an integral part of the Consolidated Financial Statements.
Chairman: Yuan Hui-Hua
President: Chou Ming-Chung
Accounting Manager: Lin Ya-Ling
93
Aurora Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2020 and 2019
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Code Operating revenue (Notes IV, XXV, and XXXIII) 4110 Sales revenue 4170 Sales returns 4190 Sales discounts and allowances 4000 Total operating revenue 5000 Operating costs (Notes IV, XII, XXVI, and XXXIII) 5900 Gross profit 5910 Realized gains from sales of associates 5950 Realized gross profit Operating expenses (Notes IV, XI, XXVI, and XXXIII) 6100 Selling and marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit loss 6000 Total operating expenses 6900 Net operating income Non-operating income and expenses (Notes IV, VII, IX, XIV, XXVI, and XXXIII) 7100 Interest income 7190 Other income |
2020 | % 100 - - 100 55 45 1 46 19 14 1 - 34 12 - 1 |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 12,985,917 25,470 9,473 12,950,974 7,152,644 5,798,330 76,297 5,874,627 2,439,433 1,853,556 51,649 12,609 4,357,247 1,517,380 63,933 127,087 |
Amount $ 13,643,478 21,711 16,654 13,605,113 7,569,044 6,036,069 61,645 6,097,714 3,050,347 1,670,017 - 6,697 4,727,061 1,370,653 45,579 146,078 |
% | ||||||
| 100 - - 100 56 44 1 45 23 12 - - 35 10 - 1 |
(Continued on the next page)
94
(Continued from the previous page)
| Code 7590 Other gains and losses 7050 Finance costs 7060 Share of profit (loss) of associates and joint ventures accounted for using the equity method 7000 Total non-operating income and expenses 7900 Net income before tax 7950 Income tax expense (Notes IV and XXVII) 8200 Net income Other comprehensive income 8310 Components that will not be reclassified to profit or loss (Notes IV, XXIV, and XXVII): 8316 Unrealized gains (losses) on investments in equity instruments at fair value through other comprehensive income 8311 Gains (losses) on re-measurements of defined benefit plans 8320 Share of other comprehensive income of associates accounted for using the equity method 8349 Income tax related to components that will not be reclassified to profit or loss |
2020 | % 1 - 2 4 16 4 12 2 - - - 2 |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 124,854 57,471 ) 249,645 508,048 2,025,428 466,693 1,558,735 232,144 28,086 ) 5,194 ) 5,617 204,481 |
Amount $ 153,871 65,129 ) 281,688 562,087 1,932,740 430,984 1,501,756 32,214 ) 36,784 ) 71,110 ) 7,357 132,751) |
% | ||||||
( ( ( |
( ( ( ( ( |
( ( |
1 - 2 4 14 3 11 - - 1 ) - 1) |
(Continued on the next page)
95
(Continued from the previous page)
| Code 8360 Components that may be reclassified to profit or loss (Notes IV and XV) 8361 Exchange differences on translation of financial statements of foreign operations 8370 Share of other comprehensive income of associates accounted for using the equity method 8300 Other comprehensive income, net 8500 Total comprehensive income Net Income Attributable to: 8610 Owners of the Company 8620 Non-controlling Interests 8600 Total comprehensive income attributable to: 8710 Owners of the Company 8720 Non-controlling Interests 8700 Earnings per share (Note XXVIII) 9710 Basic 9810 Diluted |
2020 | % 1 - 1 3 15 11 1 12 14 1 15 |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 151,624 10,038 161,662 366,143 $ 1,924,878 $ 1,438,309 120,426 $ 1,558,735 $ 1,765,942 158,936 $ 1,924,878 $ 6.40 $ 6.39 |
Amount $ 295,245 ) 22,157) 317,402) 450,153) $ 1,051,603 $ 1,374,792 126,964 $ 1,501,756 $ 965,710 85,893 $ 1,051,603 $ 6.12 $ 6.11 |
% | ||||||
| ( ( ( ( |
( ( ( |
2 ) - 2) 3) 8 10 1 11 7 1 8 |
The accompanying notes are an integral part of the Consolidated Financial Statements.
Chairman: Yuan Hui-Hua
President: Chou Ming-Chung Accounting Manager: Lin Ya-Ling
96
Aurora Corporation and Subsidiaries
Consolidated Statements of Changes in Equity For the Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)
| Code A1 Balance as of January 1, 2019 Appropriation and distribution of earnings for 2018: B1 Legal reserve B5 Cash dividends of common stock C17 Dividends that are not collected before the designated date D1 Net income in 2019 D3 Other comprehensive income after tax in 2019 D5 Total comprehensive income in 2019 M1 Changes in capital reserve from dividends paid to subsidiaries M7 Changes in ownership interests in subsidiaries O1 Cash dividends distributed by subsidiaries Q1 Disposal of equity instruments at fair value through other comprehensive income Z1 Balance as of December 31, 2019 Appropriation and distribution of earnings for 2019: B1 Legal reserve B5 Cash dividends of common stock C15 Cash dividends appropriated from capital surplus D1 Net income in 2020 D3 Other comprehensive income after tax in 2020 D5 Total comprehensive income in 2020 M1 Changes in capital reserve from dividends paid to subsidiaries O1 Changes in non-controlling interests O1 Cash dividends distributed by subsidiaries Q1 Disposal of equity instruments at fair value through other comprehensive income Z1 Balance as of December 31, 2020 |
Capital Stock $ 2,362,025 - - - - - - - - - - 2,362,025 - - - - - - - - - - $ 2,362,025 |
Capital surplus $ 1,843,004 - - 7,948 - - - 68,330 1,428 - - 1,920,710 - - 47,241 ) - - - 68,330 - - - $ 1,941,799 |
Retained earnings | Unappropriated earnings $ 1,751,045 ( 152,300 ) ( 1,417,215 ) - 1,374,792 ( 32,552) 1,342,240 - - - 198 1,523,968 ( 134,244 ) ( 1,369,975 ) - 1,438,309 ( 23,390) 1,414,919 - - - 69,391 $ 1,504,059 |
Other equity Unrealized Gains (Losses) on Financial Assets at Fair Value through Other Comprehensive Income Exchange differences on translation of financial statements of foreign operations ( $ 477,204 ) $ 600,997 - - - - - - - - ( 280,868) ( 95,662) ( 280,868) ( 95,662) - - - - - - - ( 198) ( 758,072 ) 505,137 - - - - - - - - 143,439 207,584 143,439 207,584 - - - - - - - ( 69,391) ($ 614,633) $ 643,330 |
Other equity Unrealized Gains (Losses) on Financial Assets at Fair Value through Other Comprehensive Income Exchange differences on translation of financial statements of foreign operations ( $ 477,204 ) $ 600,997 - - - - - - - - ( 280,868) ( 95,662) ( 280,868) ( 95,662) - - - - - - - ( 198) ( 758,072 ) 505,137 - - - - - - - - 143,439 207,584 143,439 207,584 - - - - - - - ( 69,391) ($ 614,633) $ 643,330 |
Treasury shares ( $ 791,826 ) - - - - - - - - - - ( 791,826 ) - - - - - - - - - - ($ 791,826) |
Total Equity Attributable to Owners of the Company $ 7,585,432 - 1,417,215 ) 7,948 1,374,792 409,082) 965,710 68,330 1,428 - - 7,211,633 - 1,369,975 ) 47,241 ) 1,438,309 327,633 1,765,942 68,330 - - - $ 7,628,689 |
Non-controlling Interests $ 1,113,576 - - - 126,964 ( 41,071) 85,893 6,651 - ( 44,020 ) - 1,162,100 - - - 120,426 38,510 158,936 6,651 6,297 ( 38,526 ) - $ 1,295,458 |
Total Equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Exchange differences on translation of financial statements of foreign operations ( $ 477,204 ) - - - - ( 280,868) ( 280,868) - - - - ( 758,072 ) - - - - 143,439 143,439 - - - - ($ 614,633) |
||||||||||||||||
| Legal Reserve $ 1,445,171 152,300 - - - - - - - - - 1,597,471 134,244 - - - - - - - - - $ 1,731,715 |
Special Reserve $ 852,220 - - - - - - - - - - 852,220 - - - - - - - - - - $ 852,220 |
|||||||||||||||
( |
( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( |
( ( ( |
( ( ( ( |
( ( ( |
( ( ( ( ( ( |
$ 8,699,008 - 1,417,215 ) 7,948 1,501,756 450,153) 1,051,603 74,981 1,428 44,020 ) - 8,373,733 - 1,369,975 ) 47,241 ) 1,558,735 366,143 1,924,878 74,981 6,297 38,526 ) - $ 8,924,147 |
The accompanying notes are an integral part of the Consolidated Financial Statements.
Chairman: Yuan Hui-Hua
President: Chou Ming-Chung
Accounting Manager: Lin Ya-Ling
97
Aurora Corporation and Subsidiaries
Consolidated Statements of Cash Flows For the Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)
| Code Cash flows from operating activities A00010 Net income before tax A20010 Adjustments: A20100 Depreciation expenses A20200 Amortization expenses A20300 Expected credit loss A20400 Net gain on financial assets at fair value through profit or loss A20900 Finance costs A21200 Interest income A22300 Share of profit of associates and joint ventures accounted for using the equity method A22500 Loss on disposal of property, plant, and equipment A22700 Gain on disposal of investment property A23200 Loss on disposal of investments accounted for using the equity method A23900 Realized gains from associates A29900 Gains on lease modifications A29900 Gains on bargain purchase - acquisition of subsidiaries A30000 Changes in operating assets and liabilities A31130 Notes receivable A31150 Accounts receivable A31160 Accounts receivable - related parties A31180 Other receivables A31200 Inventories A31240 Other current assets A31125 Contract assets A32150 Accounts payable A32160 Accounts payable - related parties A32180 Other payables A32230 Other current liabilities A32240 Net defined benefit liabilities A33000 Cash generated from operations A33300 Interest paid A33500 Income tax paid AAAA Net cash flows generated from operating activities |
2020 $ 2,025,428 842,956 16,940 12,609 156,023 ) 57,437 63,916 ) 249,645 ) 5,184 8,653 ) - 76,297 ) 204 ) - 4,004 ) 300,489 ) 5,187 8,034 97,504 ) 103,075 ) 19,590 ) 209,942 10,814 ) 162,541 31,254 32,246) 2,255,052 77,920 ) 301,705) 1,875,427 |
2019 | ||
|---|---|---|---|---|
( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 1,932,740 737,362 14,835 6,697 180,944 ) 65,075 45,579 ) 281,688 ) 2,863 - 11,348 61,645 ) - 5,241 ) 53,045 234,460 86,314 12,495 57,903 ) 128,372 - 587,411 ) 211,504 ) 229,796 ) 14,171 ) 21,554) 1,588,170 64,968 ) 421,470) 1,101,732 |
(Continued on the next page)
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(Continued from the previous page)
| Code Cash flows from investing activities B00020 Disposal of financial assets at fair value through other comprehensive income B00040 Acquisition of financial assets at amortized cost B00100 Acquisition of financial assets at fair value through profit or loss B00200 Disposal of financial assets at fair value through profit or loss B02200 Net cash flows from subsidiaries B02700 Acquisition of property, plant, and equipment B02800 Proceeds from disposal of property, plant, and equipment B03700 Increase in refundable deposits B03800 Decrease in refundable deposits B04500 Acquisition of intangible assets B05500 Disposal of investment property B06700 Increase in other non-current assets B07500 Interest received B07600 Dividends received BBBB Net cash flows used in investing activities Cash flows from financing activities C00100 Increase in short-term loans C00200 Decrease in short-term loans C00500 Increase in short-term notes and bills payable C00600 Decrease in short-term notes and bills payable C01600 Proceeds from long-term loans C01700 Repayments of long-term loans C03100 Decrease in guarantee deposits received C04020 Repayment of the principal portion of lease liabilities C04500 Cash dividends paid C05800 Changes in non-controlling interests CCCC Net cash flows used in financing activities DDDD Effects of exchange rate changes on the balance of cash held in foreign currencies EEEE Net decrease in cash and cash equivalents E00100 Cash and cash equivalents at beginning of period E00200 Cash and cash equivalents at end of period |
2020 $ 339,967 644,259 ) 18,515,874 ) 18,752,483 - 641,062 ) 12,106 - 16,957 24,657 ) 18,333 12,040 ) 64,059 224,336 409,651) - 192,648 ) 219,659 - - 140,000 ) 15,242 ) 405,237 ) 1,380,761 ) 6,297 1,907,932) 121,620 320,536 ) 5,764,661 $ 5,444,125 |
2019 | ||
|---|---|---|---|---|
( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( |
$ - 728,040 ) 27,780,597 ) 27,871,777 80,699 230,437 ) 19,917 32,572 ) - 27,947 ) - 6,845 ) 45,139 278,377 510,529) 451,751 - - 169,989 ) 80,000 - 20,723 ) 328,317 ) 1,386,254 ) - 1,373,532) 233,342) 1,015,671 ) 6,780,332 $ 5,764,661 |
The accompanying notes are an integral part of the Consolidated Financial Statements.
Chairman: Yuan Hui-Hua
President: Chou Ming-Chung Accounting Manager: Lin Ya-Ling
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Aurora Corporation and Subsidiaries
Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
(Amount in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
1. Company History
Aurora Corporation (the Company; the Company and entities controlled by the Company collectively referred to as the "Group") was founded in Taipei in October 1965. The main businesses of the Company include the trade, lease, and repair of Multi-Functional Photocopiers (MFPs) and computer equipment and the sales of system furniture.
The Company's shares have been listed on the Taiwan Stock Exchange since August 1991.
The Consolidated Financial Statements are presented in the New Taiwan dollar, the Company's functional currency.
2. Date of Authorization for Issuance of the Consolidated Financial Statements and Procedures for Authorization
The Consolidated Financial Statements have been approved by the Board of Directors on March 16, 2021.
3.
Application of New and Amended Standards and Interpretations
- a. Initial application of the latest Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), International Financial Reporting Interpretations Committee (IFRIC), and Standard Interpretations Committee (SIC) (the "IFRSs") endorsed and issued into effect by the Financial Supervisory Commission (the "FSC").
The application of the latest Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC should not result in major changes in the accounting policies of the Group.
- b. FSC-endorsed IFRSs that are applicable from 2021 onward
| New/Revised/Amended Standards andInterpretations Amendments to IFRS 4 "Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts" Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 "Interest Rate Benchmark Reform – Phase II" Amendment to IFRS 16 "Covid-19-Related Rent Concessions" |
Effective Date of Issuance by theIASB |
|---|---|
| Effective immediately upon the date of issuance The amendments apply to the annual reporting periods beginning on or after January 1, 2021. The amendments apply to the annual reporting periods beginning on or after June 1, 2020. |
As of the date of authorization of the financial statements, the Group's assessment of the effects of amendments to other standards and interpretations should not cause material effects on the consolidated financial conditions and performance.
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- c. Standards issued by the IASB but not yet endorsed and issued into effect by the FSC
| New/Revised/Amended Standards andInterpretations Annual Improvements to IFRSs 2018-2020 Cycle Amendments to IFRS 3 "Reference to the Conceptual Framework" Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets between an Investor and Its Associate or Joint Venture" IFRS 17 “Insurance Contracts” Amendments to IFRS 17 Amendments to IAS 1 "Classify Liabilities as Current or Non-current" Amendments to IAS 16 "Property, Plant and Equipment - Proceeds before Intended Use" Amendments to IAS 37 "Onerous Contracts - Cost of Fulfilling a Contract" Amendments to IAS 1 "Disclosure of Accounting Policies" Amendments to IAS 8 "Definition of Accounting Estimates" |
Effective Date of Issuance by theIASB(Note1) |
|---|---|
| January 1, 2022 (Note 2) January 1, 2022 (Note 3) To be determined January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2022 (Note 4) January 1, 2022 (Note 5) January 1, 2023 (Note 6) January 1, 2023 (Note 7) |
-
Note 1: Unless otherwise specified, the aforementioned New/Amended/Revised Standards and Interpretations shall be effective for the annual reporting period after the specified dates.
-
Note 2: The amendments to IFRS 9 apply prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 "Agriculture" apply prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 "First-time Adoptions of IFRSs" apply retrospectively for annual reporting periods beginning on or after January 1, 2022.
-
Note 3: The amendments apply to the business combination of which the acquisition date falls on the annual reporting periods beginning on or after January 1, 2022.
-
Note 4: The amendments apply to property, plant, and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
-
Note 5: The amendments apply to contracts that will not have been completely fulfilled in the annual period beginning after January 1, 2022.
-
Note 6: The amendments prospectively apply to the annual reporting periods beginning on or after January 1, 2023.
-
Note 7: The amendments apply to changes in accounting estimates and in accounting policies which take place in the annual reporting periods beginning on or after January 1, 2023.
As of the date of authorization of the Consolidated Financial Statements, the Group has continued to assess the effects of amendments to other standards and interpretations on its financial conditions and performance. Related impacts will be disclosed upon completion of the assessment.
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4. Summary of Significant Accounting Policies
- a. Compliance declaration
The Consolidated Financial Statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC.
- b. Preparation basis
The Consolidated Financial Statements have been prepared on a historical cost basis, except for financial instruments measured at fair value and net defined benefit liabilities recognized at the present value of defined benefit obligations less fair value of plan assets.
The fair value measurement is classified into three levels based on the observability and importance of related input:
-
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities on the measurement date.
-
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. deduced from prices).
-
3) Level 3 inputs are unobservable inputs for the asset or liability.
-
c. Standards for assets and liabilities classified as current and non-current
Current assets include:
-
1) Assets held primarily for trading purposes;
-
2) Assets expected to be realized within 12 months after the balance sheet date; and
-
3) Cash or cash equivalents (excluding assets restricted from being exchanged or used to settle a liability for at least 12 months after the balance sheet date).
Current liabilities include:
-
1) Liabilities held primarily for trading purposes;
-
2) Liabilities with settlement within 12 months after the balance sheet date; and
-
3) Liabilities with a repayment schedule that cannot be unconditionally deferred till at least 12 months after the publication of the balance sheet.
All other assets or liabilities that are not specified above are classified as non-current.
- d. Basis of consolidation
The Consolidated Financial Statements include the financial statements of the Company and entities controlled by the Company (i.e., subsidiaries). The Consolidated Statements of Comprehensive Income include the operating income/loss of the acquired or disposed subsidiaries from the date of acquisition to the date of disposal in the current period. The financial statements of the subsidiaries have been adjusted to bring their accounting policies in line with those used by the Group. All intergroup transactions, balances, income and expenses are eliminated in full upon consolidation. A subsidiary's total comprehensive income is attributed to the owners of the Company and non-controlling interests, even if non-controlling interests become having deficit balances in the process.
Please refer to Notes XIII and XXXVIII (Tables 7 and 8) for details, shareholding ratio, and business activities of subsidiaries.
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e. Business combinations
The acquisition method is applied to business combinations. Costs associated with acquisition are recognized as expenses in the year when costs incurred and services received.
Goodwill is measured by adding the fair value of consideration transferred and fair value of the acquirer's previously owned acquiree equity on acquisition date minus the net value of identifiable assets and assumed liabilities on acquisition date. If after reassessment, the net amount of identifiable assets and assumed liabilities acquired on the acquisition date still exceeds the total amount of consideration transferred, non-controlling interest of the acquiree., and fair value of the acquiree equity previously held by the acquirer on the acquisition date, the difference is the gain on bargain purchase, which is immediately recognized in profit or loss.
If the measurement of identifiable assets and liabilities assumed from business combinations is not completed by the balance sheet date, provisional amounts would be recognized instead. Retrospective adjustments or recognition of additional assets or liabilities are required during the measurement period to reflect new information obtained on the facts and circumstances that existed on the acquisition date.
f.
Foreign currencies
In the preparation of each individual financial statements, transactions denominated in a currency other than the entity’s functional currency (i.e., foreign currency) are translated into the entity's functional currency by using the exchange rate at the date of the transaction before they are recorded by each entity.
Monetary items denominated in foreign currencies are translated at the closing rates on the balance sheet date. Exchange differences arising from settlement or translation of monetary items are recognized in profit or loss in the year in which they arise.
Non-monetary items measured at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. The resulting exchange difference is recognized in profit or loss. For items whose changes in fair value are recognized in other comprehensive income, the resulting exchange difference is recognized in other comprehensive income.
Non-monetary items measured at historical cost that are denominated in foreign currencies are translated at the rates of exchange prevailing on the transaction dates and are not re-translated.
In the preparation of the consolidated financial statements, the assets and liabilities of foreign operations (including subsidiaries that operate in a country or currency different from the Company) are translated into the New Taiwan dollar at the closing rate of exchange prevailing on the balance sheet date. Income and expenses are translated at the average rate of the year. The exchange differences arising are recognized in other comprehensive income (and are attributable to owners of the Company and non-controlling interests respectively).
On the disposal of the entire interest in the foreign operation, or when the retained interests upon the disposal of foreign operation's joint venture are financial assets and accounted for using the accounting policies for financial instruments, all of the accumulated exchange differences attributable to owners of the Company and associated with the foreign operation are reclassified to profit or loss.
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g. Inventories
Inventories comprise office automation products, office supplies, computer equipment, communication products and supplies, system furniture, raw materials, and work in process. Inventory costs are calculated using the weighted average method. Inventories are measured at the lower of cost and net realizable value. The comparison between costs and net realizable values is based on individual items except for the same type of inventory. The net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated cost necessary to make the sale.
h. Investments in associates and joint ventures
An associate is an entity over which the Group has significant influence other than a subsidiary or a joint venture. A joint venture is a joint arrangement where the Group and other parties share joint control and net assets.
The Group accounts for investments in associates and joint ventures by using the equity method.
Under the equity method, investments are initially treated at cost and adjusted thereafter for the post-acquisition change in the Group's interest in profit or loss, share in other comprehensive income, and profits of associates and joint ventures. In addition, equity changes in associates and joint ventures are recognized based on the shareholding ratio.
Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, and liabilities of associates and joint ventures recognized at the date of acquisition is recognized as goodwill, which is included in the carrying amount of the investment and may not be amortized. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition is recognized as profit or loss in the current year.
When associates and joint ventures issue new shares and the Group does not subscribe to such shares to the extent that its original shareholding ratio can be changed, the difference is recorded as an adjustment to capital surplus - changes in the net value of shares in associates and joint ventures accounted for using the equity method and other investments accounted for using the equity method. If the amount of ownership interests in associates and joint ventures is not subscribed for or obtained in proportion to the shareholding ratio, the amount of the related assets or liabilities shall be recognized in other comprehensive income. The basis of the accounting treatment is the same as that of the associates and joint ventures. The difference in the balance of the capital reserve accounted for using the equity method shall be recognized in retained earnings.
To assess impairment, the Group has to consider the overall carrying amount (including goodwill) of the investment as a single asset to compare the recoverable and carrying amounts. The cost of impairment identified is to be deemed as part of the carrying amount of the investment. Reversal of the impairment loss is recognized to the extent of subsequent increases in the recoverable amount of investment.
The Group shall cease the use of equity method from the date when its investment is no longer a joint venture. Its retained interest in the joint venture is measured at fair value, and the difference between the fair value and the carrying amount of the investment and the carrying amount of the investment at the date of acquisition of the equity method is included in profit or loss for the current period. In addition, the Group shall account for all the amounts recognized in other comprehensive income in relation to that joint venture on the same basis as would be required if the joint venture had directly disposed of the related assets or liabilities.
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Profits and losses in upstream, downstream and side-stream transactions between the Group and associates and between the Group and joint ventures are recognized in the consolidated financial statements only when the profits and losses are irrelevant to the Group's interests in the associates and joint ventures.
- i.
Property, plant, and equipment
Property, plant, and equipment shall be recognized at cost and subsequently at cost less accumulated depreciation.
Each significant part of property, plant, and equipment is separately depreciated over its useful life on a straight-line basis. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
When property, plant, and equipment is derecognized, the difference between the net disposal proceeds and the carrying amount of the asset shall be recognized in profit or loss.
- j. Investment property
Investment property is real estate held for rent or capital appreciation or both.
Investment property owned by the Group is measured initially at cost (including transaction costs) and subsequently at cost less accumulated depreciation. Depreciation is recognized on a straight-line basis.
- k. Goodwill
The value of goodwill received through business combinations has to be shown as the amount of goodwill recognized on the acquisition date and subsequently evaluated as cost less accumulated impairment loss.
To evaluate impairment, goodwill is distributed among various cash-generating units or cash-generating unit groups ("cash-generating units") which the Group expects to benefit by business combinations.
The cash-generating units that are allocated goodwill will compare the unit's carrying amount and its recoverable amount including goodwill every year (and whenever there are signs of impairment) to evaluate the impairment of the unit. If the goodwill is obtained by the cash-generating units through a business combination in the current year, an impairment test is to be conducted prior to the end of the current year. If the recoverable amount of the cash-generating units is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating units and then to the other assets of the unit on a pro rata basis based on the carrying amount of each asset in the unit. Impairment loss is considered as loss in the current year. The impairment loss of goodwill shall not be reversed in subsequent periods.
- l.
Intangible assets
- 1) Separate acquisition
Intangible assets with a limited useful life will be evaluated initially at cost and subsequently at cost less accumulated amortization. Intangible assets will be amortized using the straight-line method within the useful life. The Group will review the estimated useful life, residual value, and depreciation methods at the end of each year at least once a year to deduce the effect of the changes in accounting estimates.
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2) Derecognition
When intangible assets are derecognized, the difference between the net disposal proceeds and the carrying amount of the asset shall be recognized in profit or loss of the current year.
- m. Impairment of property, plant, and equipment as well as right-of-use assets, investment property, and intangible assets (excluding goodwill)
On each balance sheet date, the Group reviews the carrying amounts of its property, plant, and equipment as well as right-of-use assets, investment property and intangible assets (excluding goodwill) to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The recoverable amount is the fair value minus cost of sales or its value in use, whichever is higher. If the recoverable amount of individual asset or the cash-generating unit is lower than its carrying amount, the carrying amount of the asset or the cash-generating unit shall be reduced to the recoverable amount and the impairment loss shall be recognized in profit or loss.
When the impairment loss is subsequently reversed, the carrying amount of the asset or the cash-generating unit will be reduced to the extent of recoverable amount prior to revision, provided the increased carrying amount does not exceed the carrying amount (minus amortization or depreciation) of the asset or of the cash-generating unit not declared as impairment loss in the previous years. A reversal of an impairment loss is recognized immediately in profit or loss.
- n. Financial instruments
Financial assets and liabilities will be recognized in the consolidated balance sheets when the Group becomes a party to the contract of the financial instrument.
When showing the original financial assets and liabilities, if their fair value was not assessed based on profit or loss, it is the fair value plus the cost of transaction, that is, of its acquisition or issuance of the financial assets or financial liabilities. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
- 1) Financial assets
Regular trading of financial assets shall be recognized and derecognized in accordance with trade date accounting.
- a) Types of measurement
Financial assets held by the Group are classified as financial assets at fair value through profit or loss, financial assets at amortized cost, and investments in equity instruments at fair value through other comprehensive income.
- i. Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss include financial assets mandatorily measured at fair value through profit or loss and financial assets designated as at fair value through profit or loss. Financial assets mandatorily measured at fair value through profit or loss include equity instrument investments not designated by the Group to be measured at fair value through other comprehensive income, and debt instrument
106
investments not subject to classification as measured at amortized cost or to be measured at fair value through other comprehensive income.
Financial assets at fair value through profit or loss are measured at fair value; any re-measurement profit or loss (including any dividends or interests derived from such financial assets) is recognized in profit or loss. Please refer to Note XXXII for the methods for determining fair values. ii. Financial assets at amortized cost When the Group's investments in financial assets satisfy the following two conditions simultaneously, they are classified as financial assets at amortized cost:
-
i) Financial assets are under a business model whose purpose is to hold financial assets and collecting contractual cash flows; and
-
ii) The terms of the contract generate a cash flow on a specified date that is solely for the payment of interest on the principal and the amount of principal outstanding.
After initial recognition, financial assets measured at amortized cost are measured at amortized cost, which equals to gross carrying amount determined by the effective rate method less any impairment loss.
Except for the following two circumstances, interest income is calculated at the value of effective interest rate times the gross carrying amount of financial assets:
-
i) For purchased or originated credit-impaired financial assets, interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of the financial assets.
-
ii) For financial assets that are not purchased or originated credit-impaired but subsequently have become credit-impaired, interest income is calculated by applying the effective interest rate to the amortized cost balance of such financial assets.
Cash equivalents include time deposits within three months from the acquisition date and with high liquidity and relatively low price changes convertible to cash any time. They are used for meeting short-term cash commitments.
-
iii. Investments in equity instruments at fair value through other comprehensive income
-
The Group may, at initial recognition, make an irrevocable decision to designate an equity instrument that is neither held for trading nor contingent consideration arising from a business combination to be measured at fair value through other comprehensive income.
Investments in equity instruments at fair value through other comprehensive income are measured at fair value, and any subsequent fair value changes are recognized in other comprehensive income and accumulated in other equity. When the investment is disposed of, the cumulative profit or loss is directly transferred to retained earnings and not reclassified to profit or loss.
Dividends of investments in equity instruments at fair value through other comprehensive income are recognized in profit or loss when the Group's right to receive payment is confirmed unless such dividends clearly represent the recovery of a part of the investment cost.
b) Impairment of financial assets
The impairment loss of financial assets at amortized cost is measured by the Group on the balance sheet date based on the expected credit losses.
107
Allowances shall be appropriated for accounts receivable for expected credit losses for the duration of their existence. A loss allowance for the 12-month expected credit losses is required for a financial asset if its credit risk has not increased significantly since initial recognition. A loss allowance for full lifetime expected credit losses is required for a financial asset if its credit risk has increased significantly since initial recognition.
The expected credit loss is the weighted average credit loss determined by the risk of default. The 12-month expected credit losses represent the expected credit losses arising from the possible default of the financial instrument in the 12 months after the balance sheet date, and the expected credit losses during the lifetime represent the expected credit losses arising from all possible defaults of the financial instrument during the expected existence period.
For the purpose of internal credit risk management, under the premise that the collateral held is not under consideration, the Group determines that there is internal or external information indicating that the debtor cannot settle the debt, which represents that the financial assets have breached the contract.
The impairment loss of all financial assets is reduced based on the allowance account.
c) Derecognition of financial assets
The Group derecognizes the financial assets when the contractual rights to the cash flow from the said financial assets expire or when the Group transfers almost all the risks and rewards of ownership of the financial assets to other enterprises.
On derecognition of a financial asset measured at amortized cost, the difference between the asset's carrying amount and the sum of the consideration received is recognized in profit or loss. Through the full derecognition of the investments in equity instruments at fair value through other comprehensive income, the cumulative profit or loss is directly transferred to retained earnings and not reclassified to profit or loss.
2) Financial liabilities
a) Subsequent measurement
Financial liabilities are assessed at amortized cost using the effective interest method.
- b) Derecognition of financial liabilities
When financial liabilities are derecognized, the difference between their carrying amount and the paid consideration (including any transferred non-cash assets or liabilities assumed) shall be recognized in profit or loss.
o.
Revenue recognition
After the Group identifies its performance obligations in contracts with customers, it shall amortize the transaction costs to each obligation in the contract and recognize revenue upon satisfaction of performance obligations.
1) Sales revenue of commodities
Sales revenue of commodities comes from the sale of Multi-Functional Photocopiers (MFPs), fax machines, and telecommunication products. When MFPs, fax machines, and telecommunication products are shipped to the locations designated by the customers, the customers have already obtained the rights to establish the price and
108
usage of the commodities and are primarily liable for the resale of the commodities. The customers shall undertake the related obsolescence risk and the Group will recognize revenue and accounts receivable at that time.
- 2) Service revenue
Service revenue is derived from the maintenance services of the equipment. Relevant revenue is recognized when services are rendered.
p.
Leases
The Group assesses whether the contract is (or includes) a lease on the date of its establishment.
- 1) Where the Group is a lessor:
Under operating leases, lease payments after deducting lease incentives are recognized as revenue on a straight-line basis over the relevant lease term. The initial direct costs arising from acquisition of operating leases is added to the carrying amount of the underlying assets; and an expense is recognized for the lease on a straight line basis over the lease term.
Rental changes in lease agreements that do not depend on indices or rates are recognized income in the period in which they are incurred.
- 2) Where the Group is a lessee:
Except that the lease payments of the low value subject-matter assets and short-term leases applicable to recognition exemption are recognized as expenses on a straight-line basis during the lease period, other leases are recognized as right-of-use assets and lease liabilities on the lease commencement date.
The right-of-use asset is initially measured at cost (including the original measured amount of the lease liability, the lease payment paid before the lease commencement date minus the lease incentive received, the original direct cost and the estimated cost of the recovery target asset), and subsequently measured at cost minus the accumulated depreciation and the accumulated impairment loss and adjusted for the remeasurement of the lease liability. The right-of-use assets are separately expressed in the consolidated balance sheets.
The right-of-use assets shall be depreciated on a straight-line basis from lease commencement date to the end of the useful life or the end of the lease term.
Lease liabilities are initially measured at the present value of lease payments (including fixed payments; in-substance fixed payments; variable lease payments that are determined by an index or a rate; amounts expected to be paid by the lessee under residual value guarantees; the exercise price of a purchase option when it is reasonably certain to exercise the option; and penalties for terminating the lease reflected in the lease term; less any lease incentives receivable). If the implicit interest rate of lease is easy to determine, the interest rate is used to discount the lease payment. If the interest rate is not easy to determine, the lessee's incremental borrowing rate shall be used.
Subsequently, the lease liability is measured on the basis of amortized cost using the effective interest method, and the interest expense is apportioned during the lease period. If the assessments on lease terms, amounts expected to be paid under residual value guarantees and purchase option of the underlying assets; or changes in the index or rate which determines the lease payments result in changes in future lease payments, the Group would remeasure the lease liabilities with a corresponding adjustment on the right-of-use assets. However, if the carrying amount of
109
right-of-use assets has been reduced to zero, the remaining remeasurement amount is recognized in profit or loss. With regard to changes in leases that are not considered separate leases, the remeasurement of lease liabilities as a result of the decrease in the scope of the lease refers to the reduction in right-of-use assets, with the recognition of the gains or losses on partial or complete termination of the lease. The remeasurement of lease liabilities as a result of other amendments refers to the adjustment in right-of-use assets. Lease liabilities are presented separately in the consolidated balance sheets.
q.
Benefits after retirement
Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.
The costs of defined benefits under the defined benefit pension plan (including service cost, net interest, and the remeasurement amount) are calculated based on the projected unit credit method. The cost of services (including the cost of services of the current and previous periods) and the net interest of the net defined benefit liabilities are recognized as employee benefit expenses. The remeasurement amount (including actuarial gains and losses (assets) and the return on plan assets after deducting interest) is recognized in other comprehensive income and presented in retained earnings when it occurs or when the plan is revised or reduced. It shall not be reclassified to profit or loss in subsequent periods.
Net defined benefit liabilities are the deficit of the contribution made according to the defined benefit pension plan.
- r.
Income tax
Income tax expenses are the sum of the tax in the current year and deferred income tax.
- 1) Income tax in the current year
The current income tax payable is calculated based on the taxable income in the current year. A portion of the income and expenses is taxable or deductible in other periods or is not taxable or deductible under the relevant tax laws. Therefore, the taxable income differs from the net income reported in the consolidated statements of comprehensive income. The Group's current income tax liabilities are based on the statutory tax rate on the balance sheet date.
The Group determines the income (loss) of the current year in accordance with the laws and regulations in each income tax declaration jurisdiction, and calculates the income tax payable (recoverable) accordingly.
A tax is levied on the unappropriated earnings pursuant to the Income Tax Act of the Republic of China and is recorded as an income tax expense in the year when the shareholders' meeting resolves to appropriate the earnings.
Adjustments to prior year income taxes are shown in the taxes of the current year.
- 2) Deferred income tax
Deferred income tax is calculated based on the temporary difference between the carrying amount of the assets and liabilities and the taxable basis of the taxable income. Deferred income tax liabilities are generally recognized for all taxable temporary differences and deferred income tax assets are recognized when there are likely taxable income for the deducting temporary differences.
Deferred income tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Group is able to
110
control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. For deductible temporary differences associated with such investment and equity, when it is probable that sufficient taxable income will be available to realize such temporary difference, a deferred tax asset is recognized, but only to the extent of the amount that is expected to be reversed in the foreseeable future.
The carrying amount of the deferred income tax assets is re-examined at each balance sheet date and the carrying amount is reduced for assets that are no longer likely to generate sufficient taxable income to recover all or part of the assets.
Deferred income tax assets and liabilities are measured at the tax rate of the period of expected repayment of liabilities or realization of assets. The rate is based on the tax rate and tax laws that have been enacted prior to the balance sheet date or have been substantially legislated. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
- 3) Current and deferred income taxes
Current income tax and deferred income tax are recognized in profit or loss except for those related to items recognized in other comprehensive income that shall be recognized in other comprehensive income.
5. Primary Sources of Uncertainties in Material Accounting Judgments, Estimates, and Assumptions
When the Group adopts accounting policies, the management must make judgments, estimates, and assumptions based on historical experience and other critical factors for related information that are not readily available from other sources. Actual results may differ from these estimates.
The management shall continue to review the estimates and basic assumptions. If an amendment of estimates only affects the current period, it shall be recognized in the period of amendment; if an amendment of accounting estimates affects the current year and future periods, it shall be recognized in the period of amendment and future periods.
After reviewing the accounting policies, estimates, and assumptions adopted by the Group, the management found no material uncertainties.
6. Cash and Cash Equivalents
| Cash on hand and working capital Checks and demand deposits in banks Cash equivalents Time deposits with original maturity date within 3 months |
December 31, 2020 | December 31, 2020 | December 31, 2019 | December 31, 2019 |
|---|---|---|---|---|
| $ 3,355 4,849,875 590,895 $ 5,444,125 |
$ 3,345 4,443,986 1,317,330 $ 5,764,661 |
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Interest rate ranges for time deposits with original maturity date within 3 months are as follows:
| December 31, 2020 RMB 2.025% Financial Instruments at Fair Value through Profit or Loss December 31, 2020 Financial assets-current Mandatorily measured at fair value through profit or loss Non-derivative financial assets - Fund beneficiary certificates $ 77,420 Hybrid financial assets - Wealth management products - $ 77,420 |
December 31, 2020 | December 31, 2020 | December 31, 2019 | December 31, 2019 |
|---|---|---|---|---|
| 4.18% December 31, 2019 |
||||
| $ 77,420 - $ 77,420 |
$ 65,122 93,398 $ 158,520 |
7. Financial Instruments at Fair Value through Profit or Loss
-
a. For the years ended December 31, 2020 and 2019, net income from financial assets at fair value through profit or loss were and NT$156,023 thousand and NT$180,944 thousand, respectively.
-
b. As of 31 December 2019, financial products with an expected yield of 4.05%~4.20% were purchased by the Group from banks.
-
c. For securities held by the Group as of December 31, 2020, please refer to Note XXXVIII (Table 2).
8. Financial Assets at Fair Value through Other Comprehensive Income - Current
| Investments in equity instruments Domestic investment Listed stocks Common shares of TSEC Corporation |
December 31, 2020 $ - |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
| $ 107,823 |
The Group invested in common shares of TSEC Corporation for medium- and long-term strategic purposes. The management chose to designate these investments to be measured at fair value through other comprehensive income as they believed that recognizing short-term fluctuations in these investments' fair value in profit or loss would not be consistent with the Group's strategy of holding these investments for long-term purposes.
On May 14, 2019, TSEC Corporation reduced its capital, from 21,544 thousand shares to 14,187 thousand shares (about 34%), to make up for the loss of NT$1,628,383 thousand.
The Group adjusted its investment position in 2020 to diversify risks, and sold part of the common shares of TSEC Corporation at a fair value in the amount of NT$339,967 thousand, while the remaining equity—the unrealized profit and loss of financial assets measured at fair value through other comprehensive income in the amount of NT$62,168 thousand are transferred to retained earnings.
9. Financial Assets at Amortized Cost - Current
| Time deposits with original maturity over 3 months |
December 31, 2020 $ 1,873,326 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
| $ 1,229,067 |
112
Interest rate ranges for time deposits with original maturity over 3 months are as follows:
| RMB | December 31, 2020 | December 31, 2019 |
|---|---|---|
| 2.63%~4.18% | 3.95%~4.18% |
For securities held by the Group as of December 31, 2020, please refer to Note XXXVIII (Table 2).
10. Other Financial Assets - Non-current
| Other Financial Assets - Non-current | ||||
|---|---|---|---|---|
| December 31, 2020 Restricted bank deposits $ 60,665 Notes Receivables, Accounts Receivables, and Other Receivables December 31, 2020 Notes receivable Measured at amortized cost Total carrying amount $ 190,720 Less: loss allowance - $ 190,720 Accounts receivable Measured at amortized cost Total carrying amount $ 1,331,669 Less: loss allowance ( 27,824) $ 1,303,845 Accounts receivable-related parties Measured at amortized cost Total carrying amount $ 102,688 Less: loss allowance - $ 102,688 Other receivables Rent collected $ 64,915 Related parties 9,929 Interest receivable 5 Others 34,681 $ 109,530 Overdue receivables Overdue receivables $ 26,327 Less: loss allowance ( 26,327) $ - |
December 31, 2020 | December 31, 2019 | ||
| $ 35,459 December 31, 2019 |
||||
( ( |
$ 190,720 - $ 190,720 $ 1,331,669 27,824) $ 1,303,845 $ 102,688 - $ 102,688 $ 64,915 9,929 5 34,681 $ 109,530 $ 26,327 26,327) $ - |
( ( |
$ 186,716 - $ 186,716 $ 1,049,593 30,118) $ 1,019,475 $ 105,127 - $ 105,127 $ 70,332 20,742 481 26,152 $ 117,707 $ 13,849 13,849) $ - |
11. Notes Receivables, Accounts Receivables, and Other Receivables
a. Accounts receivable
The Group's credit period for commodity sales averages 60~90 days. To minimize credit risk, the management of the Group has delegated a team responsible for taking other monitoring measures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual receivable on the balance sheet date to ensure that adequate allowances are made for possible irrecoverable amounts. As such, the Group's management concludes that the credit risk has been significantly reduced.
The Group adopts the simplified approach as stipulated in IFRS 9 and recognizes loss allowances for accounts receivables based on the lifetime expected credit losses. The lifetime expected credit losses are calculated based on a provision matrix that takes into account the default history and current financial position of customers, as well as the GDP
113
forecast. Due to the historical experience of credit losses of the Group, there is no significant difference in the loss patterns of different customer groups. Therefore, the provision matrix does not further distinguish the customer base, and only sets the expected credit loss rate based on the overdue days of accounts receivable.
The Group writes off accounts receivable when there is information indicating that the debtor is experiencing severe financial difficulty and there is no realistic prospect of recovery of the receivables. For accounts receivable that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, they are recognized in profit or loss.
Loss allowances for accounts receivable based on the provision matrix are as follows:
December 31, 2020
| December 31, 2020 | |||||||
|---|---|---|---|---|---|---|---|
Expected credit loss rate Total carrying amount Allowance for loss (expected credit losses during the period) Amortized cost December 31, 2019 |
Not Past Due 0.73% $ 971,520 7,055) $ 964,465 Not Past Due 1.76% $ 837,656 14,744) $ 822,912 |
1 to 90 Days Past Due 3.77% $ 259,620 9,791) $ 249,829 1 to 90 Days Past Due 4.48% $ 107,904 4,832) $ 103,072 |
More than 91 Days Past Due 10.92% $ 100,529 ( 10,978) $ 89,551 More than 91 Days Past Due 10.31% $ 104,033 ( 10,542) $ 93,491 |
Total | |||
( |
( |
( |
$1,331,669 27,824) $1,303,845 Total |
||||
Expected credit loss rate Total carrying amount Allowance for loss (expected credit losses during the period) Amortized cost |
|||||||
( |
( |
( |
( |
$1,049,593 30,118) $1,019,475 |
Changes in loss allowances for receivables (accounts receivable and overdue receivables) are as follows:
| are as follows: | ||
|---|---|---|
| Beginning balance Less: impairment loss in the current period Less: write-off in the current year Exchange difference Ending balance |
2020 $ 43,967 12,609 ( 3,187 ) 762 $ 54,151 |
2019 |
| $ 51,438 6,697 ( 12,881 ) ( 1,287) $ 43,967 |
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b. Other receivables
Rent was received from the lessee by the Group on behalf of the related party.
12. Inventories
| Inventories | |||
|---|---|---|---|
| Commodities Office automation products, office supplies, and computer equipment System furniture Raw materials Work in process Goods in Transit |
December 31, 2020 $ 821,747 474,945 125,704 24,189 17,064 $ 1,463,649 |
December 31, 2019 | |
| $ 939,014 420,312 101,217 26,787 37,472 $ 1,524,802 |
The costs of goods sold related to inventories for the years ended December 31, 2020 and 2019 were NT$6,890,604 thousand and NT$7,330,696 thousand, respectively. Operating costs, including inventory write-down, for the years ended December 31, 2020 and 2019 were NT$14,527 thousand and NT$4,943 thousand, respectively.
13. Subsidiaries
- a. Subsidiaries included in the consolidated financial statements
The entities involved in the preparation of the Consolidated Financial Statements are listed as follows:
| Name of Investor |
Name of Subsidiary |
Place of Establishment |
Percentage of Ownership |
Percentage of Ownership |
Main Business Activities |
Functional Currency |
|---|---|---|---|---|---|---|
December 31, 2020 |
December 31, 2019 |
|||||
| The Company |
Aurora (Bermuda) Investment Ltd. (Aurora (Bermuda)) Aurora Office Automation Corporation (Aurora Office Automation) |
Bermuda Taiwan |
88.04% 91.13% |
88.04% 91.13% |
A holding company. The main operating risks of Aurora (Bermuda) and its subsidiaries are political risks and exchange rate risks arising from government orders and cross-strait movements. Import/export and wholesale of Multi-Functional Photocopiers (MFPs). The main operating risks are exchange rate risks. |
RMB NTD |
(Continued on the next page)
115
(Continued from the previous page)
| Name of Investor |
Name of Subsidiary |
Place of Establishment |
Percentage of Ownership |
Percentage of Ownership |
Main Business Activities |
Functional Currency |
|---|---|---|---|---|---|---|
December 31, 2020 |
December 31, 2019 |
|||||
| The Company General Integration |
General Integration Technology Co., Ltd. (General Integration) KM Developing Solutions Co., Ltd. (KM Developing) Aurora Machinery Equipment (Shanghai) Co., Ltd. (Aurora Machinery Equipment) (Notes 1 and 6) Ever Young Biodimension Corporation (Ever Young Biodimension) (Note 2) Ever Young Biodimension (Note 2) Aurora Machinery Equipment (Notes 1 and 6) |
Taiwan Taiwan Mainland China Taiwan Taiwan Mainland China |
55.00% 70.00% 70.00% 26.00% 25.00% 30.00% |
55.00% 70.00% 70.00% 26.00% 25.00% 30.00% |
Manufacturing of molds and machinery and wholesale of precision instruments. The main operating risks are exchange rate risks. Wholesale and retail of information software, computer equipment, and Multi-Functional Photocopiers (MFPs). The main operating risks are exchange rate risks. Wholesale of mechanical and electronic equipment, ICT equipment, and computer hardware and software. The main operating risks are political risks and exchange rate risks arising from government orders and cross-strait movements. Wholesale of precision instruments. Wholesale of precision instruments. Wholesale of mechanical and electronic equipment, ICT equipment, and computer hardware and software. |
NTD NTD RMB NTD NTD RMB |
(Continued on the next page)
116
(Continued from the previous page)
| Name of Investor |
Name of Subsidiary |
Place of Establishment |
Percentage of Ownership |
Percentage of Ownership |
Main Business Activities |
Functional Currency |
|---|---|---|---|---|---|---|
December 31, 2020 |
December 31, 2019 |
|||||
| Aurora (Bermuda) Aurora (China) Investment Aurora (China) |
Aurora (China) Investment Co., Ltd. (Aurora (China) Investment) Aurora Office Equipment Co., Ltd. (Shanghai) (Aurora Office Equipment) Aurora (China) Co., Ltd. (Aurora (China)) Aurora (Jiang Su) Enterprise Development Co., Ltd. (Aurora (Jiang Su)) (Note 3) Aurora Office Automation Sales Co., Ltd. Shanghai Aurora (Shanghai) Cloud Technology Co., Ltd. (Aurora Cloud) Aurora Home Furniture Co., Ltd. (Aurora Home) (Note 4) Aurora (Shanghai) Electronic Commerce Co., Ltd. (Aurora Electronic Commerce) (Note 5) |
Mainland China Mainland China Mainland China Mainland China Mainland China Mainland China Mainland China Mainland China |
100.00% 100.00% 100.00% 100.00% 100.00% 70.00% 100.00% 70.00% |
100.00% 100.00% 100.00% 100.00% 100.00% 70.00% 100.00% - |
A holding company. Production and sales of Multi-Functional Photocopiers (MFPs). Manufacture and sales of office furniture. Reinvestment and property lease. Sales, lease, and agency of Aurora brand products. Sales and consulting services of printing, office equipment, and furniture. Production and sales of furniture. Sales on e-commerce platforms. |
RMB RMB RMB RMB RMB RMB RMB RMB |
-
Note 1: The Company and General Integration invested RMB25,000 thousand in establishing Aurora Machinery Equipment in November 2018, holding 70% and 30% of its shares respectively.
-
Note 2: The Company's shareholding in Ever Young Biodimension is 26%, and General Integration holds 25% of Ever Young Biodimension's shares, totaling over 50% of the voting rights of Ever Young Biodimension. As the Group has control over Ever Young Biodimension, it is classified as a subsidiary.
-
Note 3: In June 2019, Aurora (China) Investment invested RMB100,000 thousand in establishing 100%-owned Aurora (Jiang Su). As of December 2020, the paid-in capital of Aurora (Jiang Su) was RMB200,000 thousand.
-
Note 4: On July 1, 2019, the Group acquired 50% of the equity of Aurora Home, increasing the shareholding ratio from 50% to 100%. Since July 1, 2019, the accounts of Aurora Home have been merged into the consolidated financial statements.
117
-
Note 5: In May 2020, Aurora (China) Co., Ltd. invested RMB3,500 thousand in Aurora (Shanghai) Electronic Commerce Co., Ltd., and the shareholding percentage was 70%.
-
Note 6: The financial statements of Aurora Machinery Equipment were not audited by the CPAs; however, the management of the Group believed that this fact would not cause any significant difference.
Please refer to Note XXXVIII (Tables 7 and 8) for information on the main business premises and countries of registration.
-
b. Subsidiaries not included in the consolidated financial statements: None.
-
c.
-
Information on subsidiaries with material non-controlling interests
| Percentage of Shares | Percentage of Shares | and Voting Rights Held by | and Voting Rights Held by | and Voting Rights Held by | ||
|---|---|---|---|---|---|---|
| Non-controlling Interests | ||||||
| Name of Subsidiary | December 31, 2020 | December 31, 2019 | ||||
| Aurora (Bermuda) and | its | 11.96% | 11.96% | |||
| subsidiaries | ||||||
| Aurora Office Automation | 8.87% | 8.87% | ||||
| Profit or Loss Allocated to | ||||||
| Non-controlling Interests | Non-controlling Interests | |||||
| December 31, December 31, |
||||||
| Name of Subsidiary | 2020 | 2019 | 2020 | 2019 | ||
| Aurora (Bermuda) and | its | |||||
| subsidiaries (excluding | ||||||
| non-controlling | ||||||
| interests of |
its | |||||
| subsidiaries) | $ 98,952 | $ 95,694 |
$982,911 $867,229 |
|||
| Aurora Office | ||||||
| Automation | 24,826 | 28,528 |
207,155 190,283 |
|||
| The summarized financial information of the following subsidiaries is prepared | according | |||||
| to the amount before the write-off of intercompany transactions: | ||||||
| Aurora (Bermuda) and its subsidiaries | ||||||
| December 31, 2020 | December 31, 2019 | |||||
| Current Assets | $ | 9,221,734 | $ 8,785,746 | |||
| Non-current assets | 1,831,853 | 1,511,598 | ||||
| Current Liabilities | ( | 2,497,127 ) | ( | 2,604,408 | ) | |
| Non-current liabilities | ( | 333,467) | ( | 440,981 | ) | |
| Equity | $ | 8,222,993 | $ 7,251,955 | |||
| Equity attributable to: | ||||||
| Owners of the Company | $ | 7,235,407 | $ 6,383,849 | |||
| Non-controlling interests of | ||||||
| Aurora (Bermuda) | 982,911 | 867,229 | ||||
| Non-controlling interests of | ||||||
| Aurora (Bermuda)'s | ||||||
| subsidiaries | 4,675 | 877 | ||||
| $ | 8,222,993 | $ 7,251,955 |
118
| 2020 | 2019 | |||
|---|---|---|---|---|
| Operating revenue | $ 8,637,151 | $ 9,347,967 | ||
| Net income | $ 824,635 | $ 798,389 | ||
| Other comprehensive income | 140,105 | ( | 280,999) | |
| Total comprehensive income | $ 964,740 | $ 517,390 | ||
| Net income attributable to: | ||||
| Owners of the Company | $ 728,405 | $ 704,423 | ||
| Non-controlling interests of | ||||
| Aurora (Bermuda) | 98,952 | 95,694 | ||
| Non-controlling interests of | ||||
| Aurora (Bermuda)'s | ||||
| subsidiaries | ( | 2,722) | ( | 1,728) |
| $ 824,635 | $ 798,389 | |||
| Total comprehensive income | ||||
| attributable to: | ||||
| Owners of the Company | $ 851,558 | $ 457,063 | ||
| Non-controlling interests of | ||||
| Aurora (Bermuda) | 115,682 | 62,091 | ||
| Non-controlling interests of | ||||
| Aurora (Bermuda)'s | ||||
| subsidiaries | ( | 2,500) | ( | 1,764) |
| $ 964,740 | $ 517,390 | |||
| 2020 | 2019 | |||
| Cash flows from: | ||||
| Operating activities | $ 1,171,701 | $ 674,105 | ||
| Investing activities | ( | 910,775 ) |
( | 1,030,921 ) |
| Financing activities | ( | 736,473) | ( | 234,143) |
| Net cash flows used | ( | $ 475,547) | ( | $ 590,959) |
| Aurora Office Automation | ||||
| December 31, 2020 | December 31, 2019 | |||
| Current Assets | $ 559,297 | $ 625,557 | ||
| Non-current assets | 2,613,041 | 2,625,306 | ||
| Current Liabilities | ( | 412,168 ) |
( | 525,124 ) |
| Non-current liabilities | ( | 424,716) | ( | 580,494) |
| Equity | $ 2,335,454 | $ 2,145,245 | ||
| Equity attributable to: | ||||
| Owners of the Company | $ 2,128,299 | $ 1,954,962 | ||
| Non-controlling interests of | ||||
| Aurora Office | ||||
| Automation | 207,155 | 190,283 | ||
| $ 2,335,454 | $ 2,145,245 |
119
| Operating revenue Net income Other comprehensive income Total comprehensive income Net income attributable to: Owners of the Company Non-controlling interests of Aurora Office Automation Total comprehensive income attributable to: Owners of the Company Non-controlling interests of Aurora Office Automation Cash flows from: Operating activities Investing activities Financing activities Net cash flows (used) Dividends paid to non-controlling interests Aurora Office Automation |
2020 $ 830,161 $ 279,885 226,340 $ 506,225 $ 255,059 24,826 $ 279,885 $ 461,323 44,902 $ 506,225 2020 $ 196,501 456,537 627,189) $ 25,849 $ 28,044 |
2019 | ||
|---|---|---|---|---|
( |
$ 815,830 $ 321,629 157,716) $ 163,913 $ 293,101 28,528 $ 321,629 $ 149,374 14,539 $ 163,913 2019 |
|||
( |
( ( |
$ 144,394 140,353 336,689) $ 51,942) $ 32,050 |
120
14. Investments Accounted for Using the Equity Method
- a. Investments in associates
| stments Accounted for Using the Investments in associates |
Equity Method | Equity Method | ||
|---|---|---|---|---|
| Significant associates Listed companies Huxen Corporation Individually insignificant associates Unlisted companies Aurora Development Corp. Huxen (China) Co., Ltd. Aurora Telecom Co., Ltd. Chongqing Gonggangzhihui Additive Manufacturing Technology Research Institute Co., Ltd. |
December 31, 2020 | December 31, 2019 | ||
| $ 1,771,646 496,580 642,007 233,504 13,189 $ 3,156,926 |
$ 1,693,214 466,468 608,777 256,095 15,032 $ 3,039,586 |
The percentage of ownership, equities, and voting rights of the Group in associates on the balance sheet date are as follows:
| balance sheet date are as follows: | ||
|---|---|---|
| Name of Company | December 31, 2020 40.26% 46.67% 30.00% 30.40% 20.00% |
December 31, 2019 |
| Huxen Corporation Aurora Development Corp. Huxen (China) Co., Ltd. Aurora Telecom Co., Ltd. Chongqing Gonggangzhihui Additive Manufacturing Technology Research Institute Co., Ltd. |
40.26% 46.67% 30.00% 30.40% 20.00% |
Please refer to Note XXXVII (Tables 7 and 8) for the aforementioned associates' nature of business, main business premises, and countries of registration.
The profit or loss and other comprehensive income of investments accounted for using the equity method and the Company’s share in these investments were calculated based on the financial statements audited by the CPAs, except for Aurora Telecom Co., Ltd. However, the management of the Group believed that the unaudited financial statements of Aurora Telecom Co., Ltd. would not lead to significant adjustments.
Fair values (Level 1) of investments in associates with open market quotations are summarized as follows:
| summarized as follows: | |||
|---|---|---|---|
| Name of Company Huxen Corporation |
December 31, 2020 $ 2,996,302 |
December 31, 2019 | |
| $ 3,269,751 |
All the aforementioned associates are accounted for using the equity method.
The summary of financial information below is based on individual associates’ financial statements prepared in accordance with the IFRSs for which adjustments have been made in the Consolidated Financial Statements due to the use of the equity method.
121
| Huxen Corporation Current Assets Non-current assets Current Liabilities Non-current liabilities Equity Percentage of shares held by the Group Interests of the Group Unrealized gains (losses) on transactions with investees Unrealized gains (losses) on transactions between investees Goodwill Investment carrying amount Operating revenue Net income Other comprehensive income Total comprehensive income Dividends received from the associate |
December 31, 2020 $ 1,232,685 4,880,103 ( 1,213,982 ) ( 718,985) $ 4,179,821 40.26% $ 1,682,796 ( 92,358 ) ( 202,056 ) 383,264 $ 1,771,646 2020 $ 1,409,767 $ 568,211 ( 13,763) $ 554,448 $ 221,086 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
| $ 1,285,337 4,819,103 ( 1,118,054 ) ( 811,928) $ 4,174,458 40.26% $ 1,680,636 ( 95,993 ) ( 274,717 ) 383,288 $ 1,693,214 2019 |
|||
( |
( |
$ 1,404,678 $ 611,951 254,151) $ 357,800 $ 203,632 |
Information on individually insignificant associates is summarized below:
| The Group's share of: Net income Other comprehensive income Total comprehensive income |
2020 $ 20,883 21,070 $ 41,953 |
2019 | ||
|---|---|---|---|---|
( |
$ 31,925 14,532) $ 17,393 |
b. Investments in joint ventures
According to the joint venture agreement signed between the Company and Fursys (South Korea), both parties shall jointly establish and control Aurora Home, whose main business activity is to produce and sell furniture. On July 1, 2019, Aurora (China) Co., Ltd. acquired 50% of Aurora Home' shares from Fursys at NT$152,554 thousand, which increased the Group's shareholding ratio to 100%. Therefore, Aurora Home is listed as a subsidiary. For the loss on disposal of the share of investments in joint ventures accounted for using the equity method, NT$11,348 thousand, and the gain on bargain purchase of NT$5,241 thousand, please refer to Notes XXVI and XXIX.
122
-
c. Share of profit or loss and other comprehensive income of associates and joint ventures accounted for using the equity method are as follows:
-
1) Share of profit or loss of associates and joint ventures accounted for using the equity method
| method | ||||
|---|---|---|---|---|
| 2020 2019 Profit or Loss of Investee Investment Profit or Loss Recognized by the Group Profit or Loss of Investee Investment Profit or Loss Recognized by the Group Huxen Corporation $ 568,211 $ 228,762 $ 611,951 $ 246,371 Aurora Development Corp. 49,233 22,977 6,798 3,165 Huxen (China) Co., Ltd. 75,148 22,545 130,486 39,146 Aurora Telecom Co., Ltd. ( 74,310 ) ( 22,591 ) ( 37,648 ) ( 12,548 ) Chongqing Gonggangzhi hui Additive Manufacturin g Technology Research Institute Co., Ltd. ( 10,240 ) ( 2,048 ) 10,810 2,162 Aurora Home Furniture Co., Ltd. - - 21,697 3,392 $ 249,645 $ 281,688 Share of other comprehensive income of associates and joint ventures accounted for using the equity method 2020 2019 Other Comprehensive Income of Investee Other Comprehensive Income Recognized by the Group Other Comprehensive Income of Investee Other Comprehensive Income Recognized by the Group Huxen Corporation ( $ 13,763 ) ( $ 5,541 ) ( $ 254,151 ) ( $ 102,321 ) Aurora Development Corp. 22,251 10,385 19,402 9,055 Huxen (China) Co., Ltd. 35,618 10,685 ( 78,623 ) ( 23,587 ) Aurora Home Furniture Co., Ltd. - - 25,026 12,513 $ 15,529 ($ 104,340) |
2020 | 2019 | ||
| Profit or Loss of Investee |
Investment Profit or Loss Recognized by the Group |
Profit or Loss of Investee |
Investment Profit or Loss Recognized by the Group |
|
| Other Comprehensive Income of Investee |
Other Comprehensive Income Recognized by the Group |
Other Comprehensive Income of Investee ( $ 254,151 ) 19,402 ( 78,623 ) 25,026 |
Other Comprehensive Income Recognized by the Group |
|
| ( $ 13,763 ) 22,251 35,618 - |
( $ 5,541 ) 10,385 10,685 - $ 15,529 |
( $ 102,321 ) 9,055 ( 23,587 ) 12,513 ($ 104,340) |
- 2) Share of other comprehensive income of associates and joint ventures accounted for using the equity method
123
15. Property, Plant, and Equipment
| Property, Plant, and Equipment | |||
|---|---|---|---|
| For self-use Operating lease |
December 31, 2020 $ 1,899,174 416,567 $ 2,315,741 |
December 31, 2019 | |
| $ 1,466,120 473,556 $ 1,939,676 |
a. For self-use
| Cost Balance as of January 1, 2020 Addition Inventories transferred to property, plant, and equipment Property, plant, and equipment transferred to inventories Disposal and obsolescence Reclassifications Conversion adjustment Balance as of December 31, 2020 Accumulated depreciation Balance as of January 1, 2020 Depreciation expenses Property, plant, and equipment transferred to inventories Disposal and obsolescence Conversion adjustment Balance as of December 31, 2020 Net amount as of December 31, 2020 Cost Balance as of January 1, 2019 Acquisition through business combinations Addition Inventories transferred to property, plant, and equipment Property, plant, and equipment transferred to inventories Disposal and obsolescence Reclassifications |
Self-owned Land |
Housing and Construction |
Machinery | Transportation Equipment |
Office Equipment |
Construction in Process |
Total | |
|---|---|---|---|---|---|---|---|---|
| $543,199 77,869 - - - - - 621,068 - - - - - - $621,068 $543,199 - - - - - - |
$1,522,958 16,880 - - ( 37,186 ) 4,564 21,503 1,528,719 997,630 68,700 - ( 34,329 ) 15,279 1,047,280 $481,439 $1,513,663 - 28,865 - - ( 2,129 ) 33,727 |
$634,078 49,993 - - ( 28,890 ) - 10,020 665,201 452,016 46,083 - ( 22,183 ) 7,551 483,467 $181,734 $614,681 28,857 63,634 - - ( 50,311 ) - |
$ 31,818 1,439 - - ( 553 ) - 544 33,248 27,609 901 - ( 550 ) 461 28,421 $ 4,827 $ 30,746 3,171 257 - - ( 1,107 ) - |
$570,122 68,891 5,655 ( 23,438 ) ( 80,338 ) - 6,093 546,985 373,331 94,373 ( 16,721 ) ( 73,436 ) 4,952 382,499 $164,486 $529,594 4,716 106,200 16,043 ( 6,499 ) ( 64,411 ) - |
$ 14,531 425,990 - - - ( 4,564 ) 9,663 445,620 - - - - - - $445,620 $ 17,343 - 31,481 - - - ( 33,727 ) |
$3,316,706 641,062 5,655 ( 23,438 ) ( 146,967 ) - 47,823 3,840,841 1,850,586 210,057 ( 16,721 ) ( 130,498 ) 28,243 1,941,667 $1,899,174 $3,249,226 36,744 230,437 16,043 ( 6,499 ) ( 117,958 ) - |
124
| Conversion adjustment Balance as of December 31, 2019 Accumulated depreciation Balance as of January 1, 2019 Acquisition through business combinations Depreciation expenses Property, plant, and equipment transferred to inventories Disposal and obsolescence Conversion adjustment Balance as of December 31, 2019 Accumulated impairment Balance as of January 1, 2019 Disposal and obsolescence Balance as of December 31, 2019 Net amount as of December 31, 2019 |
Self-owned Land |
Housing and Construction |
Machinery | Transportation Equipment |
Office Equipment |
Construction in Process |
Construction in Process |
Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
- 543,199 - - - - - - - - - - $543,199 |
(51,168) 1,522,958 953,513 - 79,891 - ( 1,740 ) (34,034) 997,630 - - - $525,328 |
(22,783) 634,078 454,490 20,589 42,525 - ( 48,816 ) (16,772) 452,016 - - - $182,062 |
( 1,249) 31,818 25,588 3,060 1,074 - ( 1,027 ) ( 1,086) 27,609 31 ( 31) - $ 4,209 |
(15,521) 570,122 344,726 4,429 83,577 ( 2,773 ) ( 45,023 ) (11,605) 373,331 - - - $196,791 |
( |
566) 14,531 - - - - - - - - - - $ 14,531 |
(91,287) 3,316,706 1,778,317 28,078 207,067 ( 2,773 ) ( 96,606 ) (63,497) 1,850,586 31 ( 31) - $1,466,120 |
No indication of impairment was identified in 2020 and 2019.
Depreciation expenses are calculated on a straight-line basis according to the following durable years:
| expenses are calculated on a straight-line : |
expenses are calculated on a straight-line : |
basis according to th |
|---|---|---|
| Housing and Construction | ||
| Warehouses | 20 years | |
| Plants and buildings | 20~55 years | |
| Mechanical and |
electrical | |
| engineering | 25~30 years | |
| Housing improvements | 10~34 years | |
| Machinery | ||
| Monitoring instruments | and water | |
| softeners | 2~15 years | |
| Air compressors | 16 years | |
| Transportation Equipment | 4~5 years | |
| Office Equipment | 1~15 year(s) |
125
b. Operating leases - office equipment
| Cost Beginning balance Inventories transferred to property, plant, and equipment Property, plant, and equipment transferred to inventories Disposal and obsolescence Effect of exchange rate changes Ending balance Accumulated depreciation Beginning balance Depreciation expenses Property, plant, and equipment transferred to inventories Disposal and obsolescence Effect of exchange rate changes Ending balance Ending net amount |
From January 1, 2020 to December 31, 2020 $ 1,303,913 177,200 ( 126,665 ) ( 122,660 ) ( 155) 1,231,633 830,357 215,873 ( 109,184 ) ( 121,839 ) ( 141) 815,066 $ 416,567 |
From January 1, 2019 to December 31, 2019 |
|---|---|---|
| $ 1,237,710 300,179 ( 91,537 ) ( 140,710 ) ( 1,729) 1,303,913 840,349 207,355 ( 76,521 ) ( 139,251 ) ( 1,575) 830,357 $ 473,556 |
For the Group's MFPs through operating leases, the lease period is 1 to 6 year(s). Lessees do not have preferential rights to acquire the MFPs at the expiration of the lease period.
The total lease payments (excluding revenue from printing services) to be received in the future for operating leases are as follows:
| Year 1 Year 2 Year 3 Year 4 Year 5 Over 5 years |
December 31, 2020 $ 118,426 41,963 20,926 8,301 2,534 9 $ 192,159 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
| $ 49,968 27,028 14,884 7,327 2,715 - $ 101,922 |
Depreciation expenses are calculated on a straight-line basis according to the following durable years:
Leased assets (MFPs) Used MFPs 1~2 year(s) New MFPs 3~5 years
- c. For the amount of property, plant, and equipment pledged as collateral, please refer to Note XXXIV.
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16. Lease Agreements
a. Right-of-use assets
| e Agreements Right-of-use assets |
||||
|---|---|---|---|---|
Cost Beginning balance Addition Disposal and obsolescence Conversion adjustment Ending balance Accumulated depreciation Beginning balance Depreciation expenses Disposal and obsolescence Conversion adjustment Ending balance Ending net amount Cost Beginning balance Addition Disposal and obsolescence Conversion adjustment Ending balance Accumulated depreciation Beginning balance Depreciation expenses Disposal and obsolescence Conversion adjustment Ending balance Ending net amount |
2020 | |||
| Land and Buildings $ 950,181 412,949 ( 251,694 ) 14,650 1,126,086 265,949 396,680 ( 157,689 ) 7,819 512,759 $ 613,327 |
Transportation Equipment $ 26,471 25,517 ( 8,821 ) - 43,167 8,414 14,985 ( 8,142 ) - 15,257 $ 27,910 2019 |
Total | ||
| $ 976,652 438,466 ( 260,515 ) 14,650 1,169,253 274,363 411,665 ( 165,831 ) 7,819 528,016 $ 641,237 |
||||
| Land and Buildings $ 427,325 603,101 ( 53,332 ) ( 26,913) 950,181 - 303,769 ( 30,684 ) ( 7,136) 265,949 $ 684,232 |
Transportation Equipment $ 12,288 19,687 ( 5,504 ) - 26,471 - 13,784 ( 5,370 ) - 8,414 $ 18,057 |
Total | ||
| $ 439,613 622,788 ( 58,836 ) ( 26,913) 976,652 - 317,553 ( 36,054 ) ( 7,136) 274,363 $ 702,289 |
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b. Lease liabilities
| Lease liabilities | |
|---|---|
| December 31, 2020 Carrying amount of lease liabilities Current $ 310,468 Non-current $ 346,260 Ranges of discount rates for lease liabilities are as follows: December 31, 2020 Land and Buildings 0.783%~5.655% Transportation Equipment 0.783%~0.862% |
December 31, 2019 |
| $ 272,725 $ 438,574 December 31, 2019 |
|
| 0.783%~4.785% 0.783%~0.844% |
- c. Major lease activities and terms
The Group leases land, buildings, and transportation equipment for operations, and the lease term is between 1 to 23 year(s). When the lease term ends, the Group has no preferential rights to purchase the leased vehicles and business premises.
d. Other lease information
For agreements on operating leases for the leasing out of property, plant, and equipment and investment property, please refer to Notes XV and XVII.
| 2020 | 2019 | |||
|---|---|---|---|---|
| Short-term lease expenses | ($ | 3,635) | ($ | 2,337) |
| Total cash flows on lease | ||||
-Repayment of lease |
||||
| liabilities | ( $ | 405,237 ) | ( $ | 328,317 ) |
-Interest expenses paid |
( | 18,993) | ( | 25,477) |
| ($ | 424,230) | ($ | 353,794) |
The Group selects to apply the recognition exemptions to leases of parking spaces that qualify as short-term leases and cloud service platforms that qualify as leases of low-value assets. Consequently, the Group does not recognize any right-of-use assets or lease liabilities for the said leases.
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17. Investment Property
| Cost Beginning balance Disposal and obsolescence Ending balance Accumulated depreciation Beginning balance Depreciation expenses Disposal and obsolescence Ending balance Accumulated impairment Beginning balance Ending balance Ending net amount |
2020 | 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Land $369,363 814 ) ( 368,549 - - - ( - - - $368,549 |
Housing and Construction |
Total | Land $369,363 - 369,363 - - - - - - $369,363 |
Housing and Construction $185,532 - 185,532 81,162 5,387 - 86,549 2,435 2,435 $ 96,548 |
Total | |||||
( |
$185,532 12,119 ) 173,413 86,549 5,361 3,253) 88,657 2,435 2,435 $ 82,321 |
( ( |
$554,895 12,933) 541,962 86,549 5,361 3,253) 88,657 2,435 2,435 $450,870 |
$554,895 - 554,895 81,162 5,387 - 86,549 2,435 2,435 $465,911 |
The investment property is subject to a lease term of 4 to 5 years. Lessees have no preferential right to purchase the investment property at the end of the lease term.
The total amount of lease payments to be collected in the future for investment property on operating lease is as follows:
| operating lease is as follows: | |||
|---|---|---|---|
| Year 1 Year 2 Year 3 Year 4 |
December 31, 2020 $ 45,314 6,044 3,333 - $ 54,691 |
December 31, 2019 | |
| $ 8,925 5,714 5,714 3,333 $ 23,686 |
Depreciation expenses are calculated on a straight-line basis according to the following durable years:
Main buildings 30~55 years Decoration 5~10 years
For the amount of investment property pledged as collateral, please refer to Note XXXIV.
The fair value of the investment property was assessed by the management with reference to the prevailing market information as follows:
| Fair value | December 31, 2020 | December 31, 2020 | December 31, 2019 | December 31, 2019 |
|---|---|---|---|---|
| $ 611,079 | $ 649,510 |
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18. Intangible Assets
a. Goodwill
| ngible Assets Goodwill |
|||
|---|---|---|---|
| Carrying amount Goodwill |
December 31, 2020 $ 132,801 |
December 31, 2019 | |
| $ 132,728 |
No indication of impairment was identified in 2020 and 2019.
b. Other intangible assets
| Cost Beginning balance Addition Disposal and obsolescence Conversion adjustment Ending balance Accumulated amortization Beginning balance Amortization expenses Disposal and obsolescence Conversion adjustment Ending balance Ending net amount |
2020 | 2019 | |||||
|---|---|---|---|---|---|---|---|
| Trademark Right |
Computer Software |
Total |
Trademark Right |
Computer Software $ 72,814 27,947 ( 2,135 ) ( 2,347) 96,279 49,262 14,795 ( 2,135 ) ( 1,508) 60,414 $ 35,865 |
Total |
||
| $ 2,531 - ( 1,723 ) - 808 2,470 41 ( 1,723 ) - 788 $ 20 |
$ 96,279 24,657 ( 20,933 ) 1,348 101,351 60,414 16,899 ( 20,933 ) 783 57,163 $ 44,188 |
$ 98,810 24,657 ( 22,656 ) 1,348 102,159 62,884 16,940 ( 22,656 ) 783 57,951 $ 44,208 |
$ 2,531 - - - 2,531 2,430 40 - - 2,470 $ 61 |
$ 75,345 27,947 ( 2,135 ) ( 2,347) 98,810 51,692 14,835 ( 2,135 ) ( 1,508) 62,884 $ 35,926 |
No indication of impairment was identified in 2020 and 2019.
Amortization expenses are calculated on a straight-line basis over the following useful lives:
Trademark right 20 years Computer Software 1~10 year(s)
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19. Other Assets
| Other Assets | ||||
|---|---|---|---|---|
| Prepayments for goods Other prepayments Prepayments for equipment Others Current Non-current |
December 31, 2020 | December 31, 2019 $ 125,729 49,801 23,831 7,283 $ 206,644 $ 177,999 28,645 $ 206,644 |
||
| $ 232,290 41,937 10,741 11,585 $ 296,553 $ 281,074 15,479 $ 296,553 |
$ 125,729 49,801 23,831 7,283 $ 206,644 $ 177,999 28,645 $ 206,644 |
20. Loans
- a. Short-term loans
| s Short-term loans |
||||
|---|---|---|---|---|
| Credit loans Loans for material purchase Credit loans: NTD USD Loans for material purchase: USD |
December 31, 2020 | December 31, 2019 | ||
| $ 2,557,000 64,620 $ 2,621,620 0.69%~1.28% - 0.72%~0.81% |
$ 2,810,456 3,812 $ 2,814,268 0.74%~0.92% 2.89% 2.38%~2.52% |
-
1) Please refer to Note XXXIV for assets pledged as collateral for the above-mentioned loans.
-
2) Please refer to Note XXXV (II) for guaranteed notes issued to financial institutions.
-
b. Short-term notes and bills payable
The outstanding short-term bills payable as of the balance sheet date are as follows:
December 31, 2020
| Guarantor/Accepting Institution Commercial paper payable Taishin International Bank KGI Bank |
Nominal Amount |
Discounted Amount |
Carrying amount |
Interest Rate | Collateral | |
|---|---|---|---|---|---|---|
| $300,000 20,000 $320,000 |
( $ 345 ) ( 4) ($ 349) |
$299,655 19,996 $319,651 |
0.750% 0.918% |
None None |
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| December 31, 2019 Guarantor/Accepting Institution Commercial paper payable Taiwan Finance Cooperation Dah Chung Bills Finance Corp. KGI Bank |
Nominal Amount |
Discounted Amount |
Carrying amount |
Interest Rate 0.968% 0.938% 0.860% |
Collateral | |
|---|---|---|---|---|---|---|
| $ 40,000 40,000 20,000 $100,000 |
( $ 2 ) ( 2 ) ( 4) ($ 8) |
$ 39,998 39,998 19,996 $ 99,992 |
None None None |
- c. Long-term loans
| Secured loans Bank loans (1) Unsecured loans Bank loans (2) |
December 31, 2020 | December 31, 2019 | December 31, 2019 | |
|---|---|---|---|---|
| $ 820,000 520,000 $ 1,340,000 |
$ 1,170,000 310,000 $ 1,480,000 |
-
1) Loans are secured by pledge of land and buildings held by the Group (see Note XXXIV), with interest accruing at floating rates and the remaining maturity period of not more than 2 years as of December 31, 2020 and 2019. The rate ranges were 0.71%~1.00% and 0.87%~0.90% per annum, respectively. Interest is paid on a monthly basis, and the principal is paid at maturity for subsequent borrowing.
-
2) Unsecured loans are bank loans at floating rates. As of December 31, 2020 and 2019, the rate ranges were 0.81%~1.00% and 0.87%~0.90% per annum, respectively. Interest is paid on a monthly basis, and the principal is paid at maturity for subsequent borrowing.
21. Accounts Payable
The payment period averages 2 months. The Group has financial risk management policies to ensure that all payables are paid within the pre-agreed credit terms.
22. Other Liabilities
- a. Other payables
| r Liabilities Other payables |
||||
|---|---|---|---|---|
| Salaries and bonuses payable Incentives payable Business taxes payable Advertising fees payable Related parties Freight payable Holiday benefits payable Others |
December 31, 2020 $ 531,573 163,286 135,667 109,140 65,034 39,240 9,795 167,657 $ 1,221,392 |
December 31, 2019 | ||
| $ 584,594 129,875 75,132 63,242 70,357 32,491 10,008 113,635 $ 1,079,334 |
Other payables - related parties are monthly payments of rental collected from lessees by the Group on behalf of related parties.
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b. Other current liabilities
| Other current liabilities | |||
|---|---|---|---|
| Temporary credits Receipts under custody |
December 31, 2020 $ 85,529 6,182 $ 91,711 |
December 31, 2019 | |
| $ 60,824 7,206 $ 68,030 |
23. Post-retirement Benefit Plan
- a. Defined contribution plans
The Company and Aurora Office Automation, General Integration, KM Developing, and Ever Young Biodimension adopt a pension plan under the Labor Pension Act, which is a state-managed defined contribution plan. According to the Labor Pension Act, the Group makes monthly contributions to employees' individual pension accounts at 6% of their monthly salaries.
Aurora (Bermuda), General Integration (Guangzhou), and Aurora Machinery Equipment did not draw up a retirement policy. Aurora (Bermuda)'s subsidiaries, including Aurora (China) Investment, Aurora Office Equipment, Aurora (China), Aurora (Jiang Su), Aurora Office Automation Sales Co., Ltd., Aurora Cloud, Aurora Home Furniture Co., Ltd., and Aurora (Shanghai) Electronic Commerce Co., Ltd. have drawn up the retirement policies in accordance with the regulations of the Shanghai Municipal People's Government, which also fell into the defined contribution plans; that is, a certain percentage of the employees’ basic wages would be contributed to the pension fund and deposited into the designated pension fund accounts. The above companies contributed a certain percentage of employees' basic wages to the pension fund.
b. Defined benefit plans
The pension system adopted by the Company, Aurora Office Automation, and General Integration under the "Labor Standards Act" is a state-managed defined benefit plan. The payment of the employee's pension is based on the period of service and the average salary of 6 months before the approved retirement date. The Company, Aurora Office Automation, and General Integration allocate 2%, 10%, and 2% of employees' monthly salaries respectively to the Supervisory Committee of Labor Retirement Reserve's dedicated account in the Bank of Taiwan as pension reserve funds. The Bureau of Labor Funds, Ministry of Labor administers the account. The Company, Aurora Office Automation, and General Integration have no right over its investment and administration strategies.
The amounts of defined benefit plans included in the consolidated balance sheets are as follows:
| follows: | |||
|---|---|---|---|
| Present value of defined benefit obligation Fair value of plan assets Net defined benefit liabilities |
December 31, 2020 $ 533,948 ( 52,495) $ 481,453 |
December 31, 2019 | |
( |
( |
$ 522,114 36,501) $ 485,613 |
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Changes in net defined benefit liabilities (assets) are as follows:
| January 1, 2020 Service costs Service costs for the current period Service costs for the previous period Interest expenses (income) Recognized in profit or loss Remeasurements Return on plan assets (excluding interest income calculated by a discount rate) Actuarial losses - changes in demographic assumptions Actuarial losses - changes in financial assumptions Actuarial losses - experience adjustments Recognized in other comprehensive income Contribution by the employer Benefits paid on plan assets December 31, 2020 January 1, 2019 Service costs Service costs for the current period Service costs for the previous period Interest expenses (income) Recognized in profit or loss Remeasurements Return on plan assets (excluding interest income calculated by a discount rate) |
Present value of defined benefit obligation $ 522,114 1,329 4,501 4,029 9,859 - 4,777 13,369 11,046 29,192 - 27,217) $ 533,948 $ 517,938 2,072 261 5,823 8,156 - |
Fair value of plan assets ($ 36,501) - - ( 491) ( 491) ( 1,106 ) - - - ( 1,106) ( 41,614 ) 27,217 ($ 52,495) ($ 47,555) - - ( 693) ( 693) ( 1,139 ) |
Net defined benefit liabilities (assets) |
|
|---|---|---|---|---|
( |
$ 485,613 1,329 4,501 3,538 9,368 ( 1,106 ) 4,777 13,369 11,046 28,086 ( 41,614 ) - $ 481,453 $ 470,383 2,072 261 5,130 7,463 ( 1,139 ) |
134
| Actuarial losses - changes in demographic assumptions Actuarial losses - changes in financial assumptions Actuarial losses - experience adjustments Recognized in other comprehensive income Contribution by the employer Benefits paid on plan assets December 31, 2019 |
Present value of defined benefit obligation 5,219 20,500 12,204 37,923 - 41,903) $ 522,114 |
Fair value of plan assets - - - ( 1,139) ( 29,017 ) 41,903 ($ 36,501) |
Net defined benefit liabilities (assets) |
|
|---|---|---|---|---|
( |
5,219 20,500 12,204 36,784 ( 29,017 ) - $ 485,613 |
The Group has the following risks owing to the implementation of the pension system under the Labor Standards Act:
-
1) Investment risks: The Bureau of Labor Funds, Ministry of Labor invests the labor pension fund in equity securities, debt securities, and bank deposits in domestic (foreign) banks through independent implementation and commissioned operations. However, the distributed amount from the plan assets received by the Group shall not be lower than interest on a two-year time deposit at a local bank.
-
2) Interest rate risk: The decrease in the interest rate of government bonds/corporate bonds will increase the present value of defined benefit obligations, but the yield on debt investment of plan assets will also increase accordingly, which will partially offset the impact on net defined benefit liabilities.
-
3) Salary risk: The present value of defined benefit obligations is calculated with reference to future salaries of plan members. Therefore, the salary increase of plan members will increase the present value of the defined benefit obligation.
135
The present value of the Group's defined benefit obligations is calculated by certified actuaries and the major assumptions on the assessment date are as follows:
| Discount rate Average long-term salary adjustment rate |
December 31, 2020 0.500% 2.000% |
December 31, 2019 |
|---|---|---|
| 0.750% 2.000% |
If changes occur in major actuarial assumptions with other assumptions unchanged, the present value of defined benefit obligations will increase (decrease) as follows:
| Discount rate Increase by 0.25% Decrease by 0.25% Expected salary increase rate Increase by 0.25% Decrease by 0.25% |
December 31, 2020 | December 31, 2020 | December 31, 2019 | December 31, 2019 |
|---|---|---|---|---|
| ($ 13,481) $ 13,980 $ 13,528 ($ 13,115) |
($ 13,918) $ 14,439 $ 13,993 ($ 13,550) |
As actuarial assumptions may be related to one another, the likelihood of fluctuation in a single assumption is not high. Therefore, the aforementioned sensitivity analysis may not reflect the actual fluctuations of the present value of defined benefit obligations.
| Expected amount of contribution within 1 year Average duration of defined benefit obligations |
December 31, 2020 | December 31, 2020 | December 31, 2019 | December 31, 2019 |
|---|---|---|---|---|
| $ 27,251 10.2~11.5 years |
$ 27,842 10.7~11.6 years |
24. Equity
a. Capital stock
Common stock
| ty Capital stock Common stock |
||||
|---|---|---|---|---|
| Number of shares authorized (in thousands) Share capital authorized Number of shares issued and fully paid (in thousands) Share capital issued |
December 31, 2020 500,000 $ 5,000,000 236,202 $ 2,362,025 |
December 31, 2019 | ||
| 500,000 $ 5,000,000 236,202 $ 2,362,025 |
136
b. Capital surplus
| Capital surplus | ||||
|---|---|---|---|---|
| May be used to offset deficits, appropriated as cash dividends or transferred to capital (1) Premium on conversion of corporate bonds Treasury share transactions Donations Disposal of the Company's shares by subsidiaries recognized as treasury share transactions May only be used to offset deficits Recognized value of changes in equity of ownership of subsidiaries (2) Dividends that are not collected before the designated date Cash dividends received from the Company for shares of the Company held by subsidiaries May not be used for any purpose Employees stock option |
December 31, 2020 $ 1,002,501 3,333 938 54,838 7,913 7,948 824,081 40,247 $ 1,941,799 |
December 31, 2019 | ||
| $ 1,049,742 3,333 938 54,838 7,913 7,948 755,751 40,247 $ 1,920,710 |
-
1) This type of capital surplus may be used to cover loss or issue cash or replenish capital when there is no loss, but capital replenishment is restricted to the ratio of actual capital stock each year.
-
2) This type of capital surplus recognized as equity transaction effect due to changes in subsidiary equity, when the Company's has not acquired or disposed of subsidiary shares, or as adjustment value of capital surplus from subsidiary recognized by the Company using the equity method.
-
c.
-
Retained earnings and dividend policy
If the Company has a net profit for the current year, it shall first use the profit to pay income taxes and make up for any accumulated losses, and then set aside 10% as a legal capital reserve. Any excessive balance may be reserved or transferred to be a special reserve pursuant to relevant laws. Any remaining balance in retained earnings may be appropriated for dividends in accordance with a proposal for appropriation of earnings as approved by the Board of Directors and submit it to the shareholders' meeting for distribution of shareholder dividends. Please refer to Note XXVI (VI) for the employee compensation policy.
The legal reserve may be used to make up for losses. When the Company has no loss, the portion of the legal reserve exceeding 25% of the total paid-in capital may be appropriated in the form of cash, in addition to being transferred to share capital.
The Company appropriates or reserves special reserve in accordance with the Official Letter No. 1010012865 and Official Letter No. 1010047490 issued by the FSC and the
137
directive titled "Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs."
As the industry into which the Company falls is currently in a stage of steady growth, demand for capital has lowered. In the future, operating results will be returned to shareholders as many as possible. In consideration of business development, financial conditions, capital expansion, and shareholders' equity, the Company will distribute dividends in a combination of stock and cash, where cash dividends will account for more than 10% of the dividends distributed for the year.
The shareholders' meetings which approved the distribution of earnings for years ended December 31, 2019 and 2018 were held on June 10, 2020 and June 12, 2019, respectively; the distributions of earnings are as follows:
| Legal reserve Cash dividends |
Distribution | of Earnings 2018 $ 152,300 1,417,215 |
Dividends Per Share (NT$) |
Dividends Per Share (NT$) |
|---|---|---|---|---|
| 2019 $ 134,244 1,369,975 |
2019 $ 5.80 |
2018 | ||
| $ 6.00 |
In addition, the 2020 Annual Shareholders' Meeting approved the distribution of cash dividends (NT$0.2 per share) from capital surplus - stock issuance premium of NT$47,241 thousand.
On March 16, 2021, the Board of Directors proposed the distribution of earnings for the year ended December 31, 2020 as follows:
Legal reserve Cash dividends |
Distribution of Earnings $ 148,431 1,346,355 |
Dividends Per Share (NT$) |
|---|---|---|
| $ 5.70 |
In addition, the Board of Directors meeting, held on March 16, 2021, proposed distributing cash dividends (NT$0.3 per share) from capital surplus - stock issuance premium of NT$70,861 thousand.
The distribution of earnings for the year ended December 31, 2020 is subject to the resolution in the shareholders' meeting on June 17, 2021.
d. Special reserve arising from first-time application of IFRSs
| Special reserve | December 31, 2020 $ 331,624 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
| $ 331,624 |
The amount recorded as cumulative translation adjustments transferred to retained earnings was NT$452,517 thousand. As the increase in retained earnings arising from first-time application of IFRSs was insufficient, special reserve was only set aside for the increase in retained earnings arising from application, NT$331,624 thousand.
Where relevant assets are subsequently used, disposed of or reclassified, the original proportion of special reserve may be reversed for the distribution of earnings. Special reserve that should be set aside upon first-time application of IFRSs may be used to make up losses in subsequent years. Special reserve should be set aside for the deficit until there is a profit in subsequent years and the reasons for the provision of special reserve are resolved.
138
e. Other equity items
| December 31, 2020 | December 31, 2020 | December 31, 2019 | December 31, 2019 | ||
|---|---|---|---|---|---|
| Exchange differences on | |||||
| translation of financial | |||||
| statements of foreign | |||||
| operations | |||||
| Attributable to the Group | ( | $ 562,792 ) | ( $ | 696,364 ) | |
| Associates accounted for using | |||||
| the equity method | ( | 51,841) | ( | 61,708) | |
| ( | 614,633) | ( | 758,072) | ||
| Unrealized Gains (Losses) on | |||||
| Financial Assets at Fair Value | |||||
| through Other Comprehensive | |||||
| Income | |||||
| Attributable to the Group | - | ( | 149,385 ) | ||
| Associates accounted for using | |||||
| the equity method | 643,330 | 654,522 | |||
| 643,330 | 505,137 | ||||
| $ 28,697 | ($ | 252,935) | |||
| 1) | Exchange differences on translation of financial statements of foreign operations | ||||
| Exchange differences on translation of foreign operations' net assets denominated in | |||||
| functional currencies into the Group's presentation currency (NTD) are directly | |||||
| recognized in other comprehensive | income as exchange differences on translation of | ||||
| financial statements of foreign operations. The cumulative exchange differences on | |||||
| translation of financial statements | of foreign operations are reclassified to profit or | ||||
| loss upon disposal of foreign operations. | |||||
| 2020 | 2019 | ||||
| Beginning balance | ( $ | 758,072 ) | ( $ | 477,204 ) | |
| Incurred this year | |||||
| Exchange differences | |||||
| on translation of | |||||
| foreign operations | 133,572 | ( | 271,658 ) | ||
| Share of associates | |||||
| accounted for using | |||||
| the equity method | 9,867 | ( | 21,780) | ||
| 143,439 | ( | 293,438) | |||
| Reclassifications | |||||
| Disposal of foreign | |||||
| operations | - | 57 | |||
| Share of disposal of | |||||
| joint ventures | |||||
| accounted for using | |||||
| the equity method | - | 12,513 | |||
| Other comprehensive | |||||
| income | - | 12,570 | |||
| Ending balance | ($ | 614,633) | ($ | 758,072) |
Exchange differences on translation of foreign operations' net assets denominated in functional currencies into the Group's presentation currency (NTD) are directly recognized in other comprehensive income as exchange differences on translation of financial statements of foreign operations. The cumulative exchange differences on translation of financial statements of foreign operations are reclassified to profit or loss upon disposal of foreign operations.
139
- 2) Unrealized gains (losses) on financial assets at fair value through other comprehensive income
| comprehensive income | ||||
|---|---|---|---|---|
| Beginning balance Incurred this year Unrealized gains (losses) Equity instruments Share of associates accounted for using the equity method Other comprehensive income Accumulated gains (losses) on disposal of equity instruments transferred to retained earnings Ending balance f. Treasury shares Shares of the Company held by subsidiaries |
2020 $ 505,137 211,553 3,969) 207,584 69,391) $ 643,330 December 31, 2020 $ 791,826 |
2019 | ||
( ( |
$ 600,997 ( 29,357 ) ( 66,305) ( 95,662) ( 198) $ 505,137 December 31, 2019 |
|||
| $ 791,826 |
- 1) Information on subsidiaries holding the Company's shares on the balance sheet date is as follows:
| is as follows: | |||||
|---|---|---|---|---|---|
| Aurora Office Automation Corporation |
December 31, 2020 | ||||
| The Company's Shareholding (%) |
Number of Shares (in Thousands) |
Amount of Treasury Shares $ 791,826 |
Current Market Value |
Reason | |
| 91.13 |
12,496 |
$1,110,965 | To maintain credit and shareholders' equity |
| Aurora Office Automation Corporation |
December 31, 2019 | December 31, 2019 | December 31, 2019 | ||
|---|---|---|---|---|---|
| The Company's Shareholding (%) |
Number of Shares (in Thousands) |
Amount of Treasury Shares $ 791,826 |
Current Market Value |
Reason | |
| 91.13 | 12,496 |
$1,125,961 | To maintain credit and shareholders' equity |
- 2) Treasury shares held by the Company may be neither pledged nor assigned rights such as dividend appropriation and voting rights in accordance with the Securities and Exchange Act. Subsidiaries holding the Company's shares, which are considered treasury shares, are bestowed shareholders’ rights, except for the rights to participate in any share issuance for cash and to vote.
140
25. Revenue
- a. Breakdown of revenue from contracts with customers
| Product category MFPs System furniture Others Region Asia America Europe Others Contract balance Contract assets Contract liabilities |
2020 $ 8,345,118 4,529,672 76,184 $ 12,950,974 $ 11,468,330 1,439,649 39,484 3,511 $ 12,950,974 December 31, 2020 $ 19,590 $ 467,117 |
2019 | 2019 | ||
|---|---|---|---|---|---|
| $ 8,514,288 5,017,557 73,268 $ 13,605,113 $ 12,308,472 1,252,339 38,819 5,483 $ 13,605,113 January 1, 2019 |
|||||
| $ - $ 459,544 |
- b. Contract balance
Changes in contract assets and liabilities are mainly due to timing difference between performance obligations and customer payment.
The Group adopts the simplified approach as stipulated in IFRS 9 and recognizes loss allowances for contract assets based on the lifetime expected credit losses. For the lifetime expected credit losses, taking into account the customers' past default history and current financial position, there were no past due contract assets as of December 31, 2020, and the Group assessed that no provision for expected credit losses is required.
The amounts of contract liabilities at the beginning of the period and previously fulfilled that were recognized in revenue for the years ended December 31, 2020 and 2019 were NT$442,476 thousand and NT$443,106 thousand, respectively.
26. Net Income
- a. Other income
| ncome Other income |
||||
|---|---|---|---|---|
| Income from consultancy Rental income Subsidy income Other income |
2020 $ 56,331 31,293 21,976 17,487 $ 127,087 |
2019 | ||
| $ 54,077 30,131 25,999 35,871 $ 146,078 |
Income from consultancy represents the fees received by the Group from related parties for rendering consulting services.
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b. Other gains and losses
| b. Other gains and losses |
|||
|---|---|---|---|
| Gains on financial assets Financial assets mandatorily measured at fair value through profit or loss Gain on disposal of investment property Gains on lease modifications Gains on bargain purchase - acquisition of subsidiaries Loss on disposal of investments Loss on disposal of property, plant, and equipment Net foreign exchange losses Others c. Finance costs Bank overdrafts and interest on bank loans Interest expenses - leases Imputed interest on deposits |
2020 $ 156,023 8,653 204 - - ( 5,184 ) ( 20,592 ) ( 14,250) $ 124,854 2020 $ 38,444 18,993 34 $ 57,471 |
2019 | |
( ( ( ( |
$ 180,944 - - 5,241 11,348 ) 2,863 ) 2,101 ) 16,002) $ 153,871 2019 |
||
| $ 39,598 25,477 54 $ 65,129 |
d. Depreciation and amortization expenses
| Property, Plant, and Equipment Right-of-use assets Investment properties Intangible Assets Depreciation expenses by function Operating costs Operating expenses Non-operating income and expenses Amortization expenses by function Operating costs Operating expenses |
2020 $ 425,930 411,665 5,361 16,940 $ 859,896 $ 258,435 579,160 5,361 $ 842,956 $ 1,944 14,996 $ 16,940 |
2019 | ||
|---|---|---|---|---|
| $ 414,422 317,553 5,387 14,835 $ 752,197 $ 246,331 485,643 5,388 $ 737,362 $ 3,459 11,376 $ 14,835 |
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e. Employee benefits
| Employee benefits | ||||
|---|---|---|---|---|
| Short-term employee benefits Retirement benefits Defined contribution plans Defined benefit plans (Note XXIII) By function Operating costs Operating expenses |
2020 $ 2,350,377 109,458 9,368 $ 2,469,203 $ 291,301 2,177,902 $ 2,469,203 |
2019 | ||
| $ 2,510,053 202,195 7,463 $ 2,719,711 $ 192,116 2,527,595 $ 2,719,711 |
f. Employee compensation
The Company sets aside 1%~10% of income before tax for a year as employee compensation. Employee compensation for the years ended December 31, 2020 and 2019 was resolved by the Board of directors on March 16, 2021 and March 23, 2020, respectively:
Estimated percentage
| respectively: Estimated percentage |
||
|---|---|---|
| Employee compensation Amount Employee compensation |
2020 1% 2020 $ 16,750 |
2019 |
| 1% 2019 |
||
| $ 16,350 |
If there is still any change in the amount after the annual consolidated financial statements are authorized for issue, the differences shall be treated as a change in accounting estimates in the following year.
The amounts of employee compensation distributed for the years ended December 31, 2019 and 2018 and those recognized in the consolidated financial statements are consistent.
Information on employee compensation resolved by the Board of Directors is available on the "Market Observation Post System" of the Taiwan Stock Exchange Corporation.
143
27. Income Tax
- a. Income tax recognized in profit or loss
Major components of income tax expenses (benefits) are as follows:
| Current income tax Accrued this year Adjustments from previous years Deferred income tax Accrued this year Income tax expense recognized in profit or loss |
2020 $ 360,940 9,415) 351,525 115,168 $ 466,693 |
2019 | ||
|---|---|---|---|---|
( |
$ 306,812 5,027 311,839 119,145 $ 430,984 |
Reconciliation between accounting income and current income tax expenses is as follows:
| 2020 | 2019 | |||||
|---|---|---|---|---|---|---|
| Net income before tax | $ | 2,025,428 | $ | 1,932,740 | ||
| Income tax expenses calculated | ||||||
| at the statutory rate (20%) | $ | 405,085 | $ | 386,548 | ||
| Unrecognized deductible | ||||||
| temporary difference | 94,579 | 116,925 | ||||
| Effects of different tax rates of | ||||||
| subsidiaries in other | ||||||
| jurisdictions | 52,562 | 48,179 | ||||
| Fees that cannot be deducted | ||||||
| from taxes | 21,612 | 11,585 | ||||
| Deferred tax of subsidiary | ||||||
| earnings | ( | 14,532 ) | ( | 11,720 ) | ||
| Tax-exempted income | ( | 88,297 ) | ( | 115,972 ) | ||
| Land value increment tax | $ | 273 |
$ | - |
||
| Unrecognized loss | ||||||
| carryforwards | 6,089 | 4,676 | ||||
| Realized investment losses | - | ( | 14,632 ) | |||
| Others | ( | 1,263 ) | 368 | |||
| Adjustments of current income | ||||||
| tax expenses in previous | ||||||
| years | ( | 9,415) | 5,027 | |||
| Income tax expense recognized | ||||||
| in profit or loss | $ | 466,693 | $ | 430,984 |
The tax rate applicable to subsidiaries in mainland China is 15%~25%. Tax arising from other jurisdictions is calculated at the rates applicable in the respective jurisdictions.
- b. Income tax recognized in other comprehensive income
| Deferred income tax Accrued this year - remeasurements of defined benefit plans |
2020 $ 5,617 |
2019 | ||
|---|---|---|---|---|
| $ 7,357 |
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c. Current income tax liabilities
| Current income tax liabilities | ||||
|---|---|---|---|---|
| Current income tax assets Tax refunds receivable Current income tax liabilities Income tax payable |
December 31, 2020 | December 31, 2019 | ||
| $ 49,332 $ 194,294 |
$ 457 $ 94,628 |
- d. Deferred income tax assets and liabilities
Changes in deferred income tax assets and liabilities are as follows:
2020
| 2020 | |||||
|---|---|---|---|---|---|
| Deferred income tax assets |
Beginning balance |
Recognized in profit or loss |
Recognized in other comprehensive income |
Exchange Differences |
Ending balance |
| $ 21,196 9,929 6,251 25,141 2,466 24,435 $ 937 3,216 32,820 43,285 $ 169,676 |
( $ 754 ) ( 400 ) 1,541 ( 1,658 ) ( 46 ) ( 7,079 ) $ - - 10,803 - $ 2,407 |
$ - - - - - - $ - - - 5,617 $ 5,617 |
$ - 148 118 304 - - $ - 53 791 - $ 1,414 |
$ 20,442 9,677 7,910 23,787 2,420 17,356 $ 937 3,269 44,414 48,902 $ 179,114 |
|
| Temporary differences Deferred revenue Unrealized impairment loss of assets Loss allowances Loss on inventory write-down Holiday benefits payable Book-tax difference in pensions Impairment loss Litigation compensatio ns Other financial liabilities Defined benefit plans |
(Continued on the next page)
145
(Continued from the previous page)
| Deferred income tax liabilities |
Beginning balance |
Recognized in profit or loss |
Recognized in other comprehensive income |
Exchange Differences |
Ending balance | Ending balance | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| $ 140,885 - $ 140,885 |
$ 117,544 31 $ 117,575 |
$ - - $ - |
$ - - $ - |
$ 258,429 31 $ 258,460 |
||||||
| Temporary differences Share of profit or loss of subsidiaries accounted for using the equity method Unrealized exchange gains 2019 |
| 2019 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Deferred income tax assets |
Beginning balance |
Effects of Consolidated Entities |
Recognized in profit or loss |
Recognized in other comprehensive income |
Exchange Differences |
Ending balance |
|||
| $ 21,974 10,923 7,692 29,445 3,967 28,746 254 937 3,341 - 35,928 $ 143,207 |
$ - 259 ( 471 ) 828 - - - - - 8 - $ 624 |
( $ 778 ) ( 883 ) ( 778 ) ( 4,314 ) ( 1,501 ) ( 4,311 ) ( 254 ) - - 34,060 - $ 21,241 |
$ - - - - - - - - - - 7,357 $ 7,357 |
$ - ( 370 ) ( 192 ) ( 818 ) - - - - ( 125 ) ( 1,248 ) - ($ 2,753) |
$ 21,196 9,929 6,251 25,141 2,466 24,435 - 937 3,216 32,820 43,285 $ 169,676 |
||||
| Temporary differences Deferred revenu e Unrealized impairment loss of assets Loss allowances Loss on inventory write-down Holiday benefits payable Book-tax difference in pensions Straight-line rent payable Impairment loss Litigation compensatio ns Other financial liabilities Defined benefit plans |
(Continued on the next page)
146
(Continued from the previous page)
| Deferred income tax liabilities |
Beginning balance |
Effects of Consolidated Entities |
Recognized in profit or loss |
Recognized in other comprehensive income |
Exchange Differences |
Ending balance |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| $ 357 142 - $ 499 |
$ - - - $ - |
( $ 357 ) ( 142 ) 140,885 $ 140,386 |
$ - - - $ - |
$ - - - $ - |
$ - - 140,885 $ 140,885 |
||||||
| Temporary differences Unrealized exchange gains Straight-line rent receivable Share of profit or loss of subsidiaries accounted for using the equity method |
- e. Amount of temporary differences in unrecognized deferred income tax liabilities related to investments
As of December 31, 2020 and 2019, the taxable temporary differences related to investments in subsidiaries and associates not recognized as deferred income tax liabilities were NT$807,554 thousand and NT$788,478 thousand, respectively.
f. Income tax assessment
In the corporate income tax return of the Company and its subsidiaries, the difference assessed by the Tax Authorities has been recognized as income tax expenses. Income tax assessment is as follows:
| ent is as follows: | |
|---|---|
| The Company Aurora Office Automation KM Developing General Integration Ever Young Biodimension Aurora (China) Investment and its subsidiaries |
Year of Assessment |
| 2018 2018 2018 2018 2018 2018 |
There were no significant differences between the assessed results and the reported results of the Group’s corporate income tax return.
147
28. Earnings per Share
Net income and weighted average number of common shares used for calculation of earnings per share are as follows:
Net income
| per share are as follows: Net income |
|||||||
|---|---|---|---|---|---|---|---|
| Net income attributable to the Company Shares Weighted average number of common shares used for calculation of basic earnings per share Effect of potentially dilutive common shares: Employee compensation Weighted average number of common shares used for calculation of diluted earnings per share |
2020 | 2019 | |||||
| $ 1,438,309 2020 |
$ 1,374,792 Unit: Thousand shares |
||||||
| 2019 | |||||||
| 224,814 236 225,050 |
224,814 219 225,033 |
If the Group chooses to offer employee compensation or share profits in the form of cash or stock, while calculating diluted earnings per share, and assuming that the compensation is paid in the form of stock, the dilutive potential common shares will be included in the weighted average number of outstanding shares to calculate diluted earnings per share. The dilutive effect of such potential common shares shall continue to be considered when calculating diluted earnings per share before the number of shares to be distributed as employee compensation is approved in the following year.
29. Business Combinations
- a. Acquisition of subsidiaries
| Aurora Home Furniture Co., Ltd. |
Main Business Activities |
Date of Acquisition |
Ownership Interest with Voting Right/Acquisition Percentage (%) |
Transfer Price | Transfer Price |
|---|---|---|---|---|---|
| Production and sales of furniture |
July 2019 | 50% | $ 152,554 |
148
b. Assets acquired and liabilities assumed upon acquisition date
| Assets acquired and liabilities assumed upon acquisition date | |
|---|---|
| Current Assets Cash and cash equivalents Accounts receivable Other receivables Inventories Other current assets Non-current assets Property, plant, and equipment Deferred income tax assets Current Liabilities Accounts payable Other payables |
Aurora Home Furniture Co., Ltd. |
| $ 233,253 131,587 4,086 29,012 18,173 8,666 624 ( 90,160 ) (19,651) $ 315,590 |
- c. Gains on bargain purchase of 50% of Aurora Home's shares
| Gains on bargain purchase of 50% of Aurora Home's shares | ||
|---|---|---|
| Transfer Price Less: fair value of identifiable assets acquired Gains on bargain purchase arising from acquisition |
Aurora Home Furniture Co., Ltd. |
|
( ( |
$ 152,554 157,795) $ 5,241) |
- d. Net cash flows generated from acquisition of subsidiary - Aurora Home Furniture Co., Ltd.
| Ltd. | ||
|---|---|---|
| Consideration paid in cash Less: balance of cash and cash equivalents acquired |
Aurora Home Furniture Co., Ltd. |
|
( ( |
$ 152,554 233,253) $ 80,699) |
e.
- Effect of business combinations on operating results
The operating results of the acquired companies from the acquisition date are as follows:
| Aurora Home Furniture Co., Ltd. Operating revenue Net income |
Aurora Home Furniture Co., Ltd. |
Aurora Home Furniture Co., Ltd. |
|---|---|---|
| $ 251,614 $ 14,913 |
If the business combination takes place on the beginning date of the fiscal year of acquisition, the pro forma operating revenue and pro forma net income of Aurora Home Furniture Co., Ltd. in 2019 were NT$482,235 thousand and NT$21,697 thousand respectively. When such amounts cannot reflect whether the business combination had been completed at the beginning of the fiscal year in the year of acquisition, the actual revenue and business performance that could arise for the Group cannot be used toward predicting future operating results.
149
30. Non-cash Transactions
The acquisition of property, plant, and equipment by the Group during the years ended December 31, 2020 and 2019 that affected both cash and non-cash items is as follows:
| Inventories transferred to property, plant, and equipment Property, plant, and equipment transferred to inventories |
2020 | 2019 | ||
|---|---|---|---|---|
| $ 182,855 $ 24,198 |
$ 316,222 $ 18,742 |
31. Capital Risk Management
The Group manages capital management under the precondition for sustainable development to ensure that it is able to maximize the benefit for its shareholders by optimizing debt and equity.
The management reviews the capital structure of the Group from time to time in light of the economic environment and business considerations. According to the management's opinions and statutory requirements, the Group balances the overall capital structure through the payment of dividends, issuance of shares, and financing.
32. Financial Instruments
- a. Information on fair value - financial instruments not measured at fair value
The management of the Group considers that the carrying amounts of financial assets and financial liabilities not measured at fair value are close to their fair value.
-
b. Information on fair value - financial instruments measured at fair value on a recurring basis
-
1) Fair value level
December 31, 2020
Level 1 Level 2 Level 3 Total Financial assets at fair value through profit or loss Fund beneficiary certificates $ 77,420 $ - $ - $ 77,420
150
December 31, 2019
Level 1 Level 2 Level 3 Total Financial assets at fair value through profit or loss Fund beneficiary certificates $ 65,122 $ - $ - $ 65,122 Wealth management - - products 93,398 93,398 Total $ 65,122 $ 93,398 $ - $ 158,520 Financial assets at fair value through other comprehensiv e income Investments in equity instruments - Domestically listed stocks $ 107,823 $ - $ - $ 107,823
In 2020 and 2019, there was no transfer between Level 1 and Level 2 fair value measurement.
2) Valuation techniques and inputs of Level 2 fair value measurement
Category of Financial Instruments Valuation Technique and Inputs Wealth management Discounted cash flow method: Future cash flows are products estimated based on end-of-period interest rates and contractual rates of return, discounted at a rate that reflects the credit risk of various counterparties.
151
c. Category of financial instruments
December 31, 2020 December 31, 2019
Financial assets Measured at fair value through profit or loss Mandatorily measured at fair value through profit or loss $ 77,420 $ 158,520 Measured at amortized cost (Note 1) 9,235,468 8,625,738 Financial assets at fair value through other comprehensive income - Investments in equity instruments - 107,823
Financial liabilities Measured at amortized cost (Note 2) 6,311,964 6,106,310
-
Note 1: The balance includes cash and cash equivalents, notes receivable and accounts receivable (including related parties), other receivables, financial assets at amortized cost, refundable deposits, and other financial assets at amortized cost.
-
Note 2: The balance includes short-term loans, short-term bills payable, accounts payable (including related parties), other payables (excluding employee benefits payable and business tax payable), long-term loans, guarantee deposits received, and other financial liabilities at amortized cost.
-
d. Financial risk management objectives and policies
The main financial instruments of the Group include equity investments, accounts receivable, accounts payable, loans, and lease liabilities. The financial management department of the Group provides services to the business units, including coordinating operations in the domestic and international financial markets and managing financial risks relating to the operations of the Group based on the degree and breadth of risk. Such risks include market risk (including foreign exchange risk, interest rate risk, and other price risk), credit risk, and liquidity risk.
1) Market risk
The main financial risks the Group is exposed to in the business activities are foreign exchange risk, interest rate risk, and other price risk.
Market risk in relation to the Group's financial instruments and its management and measurement approaches remain unchanged.
- a) Foreign exchange risk
For the monetary assets and liabilities of the Group denominated in non-functional currencies on the balance sheet date (including those written off in the consolidated financial statements), please refer to Note XXXVII.
Sensitivity analysis
The Group is mainly impacted by the exchange rate fluctuations in USD.
The sensitivity analysis below indicates the amount of decrease/increase in net income before tax arising from foreign exchange losses/gains on net monetary
152
assets and liabilities when the New Taiwan dollar (functional currency) against each foreign currency appreciated by 3% for the years ended December 31, 2020 and 2019. When the New Taiwan dollar depreciated, its impact on net income before tax was the reverse equivalent amount. A sensitivity rate of 3% is used internally when foreign exchange risk is reported to the management. It also represents the management's assessment on the reasonably possible scope of foreign exchange rates.
| of foreign exchange rates. | ||
|---|---|---|
| Profit or loss | Impact of USD | |
| 2020 $ 1,203 |
2019 | |
| $ 2,326 |
The impact of profit or loss was mainly attributable to the demand deposits, accounts payable, and loans for material purchasing denominated in USD that were still outstanding and not hedged in cash flows on the balance sheet date. The Group's sensitivity to the exchange rate of USD decreased in the current period due to the decrease in the net liability denominated in USD held by the Group.
b) Interest rate risk
The carrying amounts of financial assets and financial liabilities of the Group exposed to interest rate risk on the balance sheet date are as follows:
Fair value interest rate risk-Financial assets-Financial liabilitiesCash flow interest rate risk -Financial assets-Financial liabilities |
December 31, 2020 $ - 656,728 7,323,772 1,340,000 |
December 31, 2019 |
|---|---|---|
| $ 93,398 711,299 7,102,395 1,480,000 |
Sensitivity analysis
The sensitivity analysis below is prepared based on the risk exposure of non-derivative instruments to the interest rates at balance sheet date. The rate of change adopted is 25 basis points increase/decrease in the interest rate, which also represents the management's assessment on the reasonably possible scope of the interest rate.
If the interest rate increased or decreased by 25 basis points, the Group's net income before tax in 2020 and 2019 would have decreased or increased by NT$14,959 thousand and NT$14,056 thousand, respectively, with all other variables remaining constant. This is mainly attributable to the exposure to the risks of interest rates of the Group's deposits, financial assets at amortized cost, other financial assets, and long-term loans.
c)
Other price risk
The Group is exposed to equity price risk through its investments in monetary funds, listed stocks, and wealth management products.
Sensitivity analysis
The sensitivity analysis below is carried out based on the exposure to equity price risk on the balance sheet date.
153
If the monetary fund price increased/decreased by 5%, income before tax in 2020 and 2019 would have increased/decreased by NT$3,871 thousand and NT$7,926 thousand, respectively, due to a change in the fair value of financial assets at fair value through profit or loss.
If the equity price increased/decreased by 5%, other comprehensive income before tax in 2019 would have increased/decreased by NT$5,391 thousand due to a change in the fair value of financial assets at fair value through other comprehensive income.
- 2) Credit risk
Credit risk refers to risk that causes the financial loss of the Group due to a counterparty's delay in performing contractual obligations. As of the balance sheet date, the Group's largest credit risk exposure from a counterparty's failure to fulfill obligations came from the carrying amount of financial assets recognized in the consolidated balance sheets.
The Group uses publicly obtainable financial information and past transaction records to grade main customers while monitoring its credit risk exposure and credit ratings of the counterparties.
The Group’s credit risk is concentrated on the top 10 customers, accounting for 29% and 24% of the total accounts receivable as of December 31, 2020 and 2019, respectively.
3) Liquidity risk
The Group supports the operations and reduces the impact of fluctuating cash flows by managing and maintaining sufficient cash and cash equivalents. The management of the Group supervises the use of the credit line and ensures compliance with the terms of the loan contracts.
The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to repay.
154
December 31, 2020
| December 31, 2020 | 20 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Weighted Average Effective Rate (%) Non-derivative financial liabilities Zero-interest-bearing liabilities Lease liabilities Variable-rate instruments 0.91% Instruments with fixed interest rates 0.75% December 31, 2019 Weighted Average Effective Rate (%) Non-derivative financial liabilities Zero-interest-bearing liabilities Lease liabilities Variable-rate instruments 0.90% Instruments with fixed interest rates 0.85% Line of credit Unsecured banking facilities -Amount utilized-Amount not utilizedSecured banking facilities -Amount utilized-Amount not utilized |
Weighted Average Effective Rate (%) |
Payment on Sight or within 1 Month |
1~3 Month(s) | 3~12 Months | 1~5 Year(s) | Over 5 Years | ||||||||
| $ 479,378 33,370 - 2,300,961 $2,813,709 Payment on Sight or within 1 Month |
$1,097,159 62,104 - 615,651 $1,774,914 1~3 Month(s) |
$ 374,918 239,280 - 24,659 $ 638,857 3~12 Months |
$ 72,120 218,309 1,340,000 - $1,630,429 1~5 Year(s) |
$ 7,118 126,795 - - $ 133,913 Over 5 Years |
||||||||||
| $ 7,329 132,485 - - $ 139,814 2019 |
||||||||||||||
| $ 3,533,881 5,335,665 $ 8,869,546 $ 820,000 600,000 $ 1,420,000 |
$ 3,260,708 6,043,044 $ 9,303,752 $ 1,189,996 350,004 $ 1,540,000 |
155
33. Related Party Transactions
All transactions between the Company and its subsidiaries (related parties of the Company), account balances, income, and expenses are eliminated upon consolidation and therefore are not shown in the note. In addition to those disclosed in other notes, the transactions between the Group and other related parties are as follows.
- a. Names and relations of related parties
Related Party Relationship with the Group Aurora Holdings Incorporated (Aurora Holdings) Investor of significant influence Aurora Telecom Co., Ltd. (Aurora Telecom) Associate Huxen Corporation (Huxen) Associate Aurora Development Corp. (Aurora Development) Associate Aurora Leasing Corporation (Aurora Leasing) Associate Huxen (China) Co., Ltd. (Huxen (China)) Associate Aurora Home Furniture Co., Ltd. (Aurora Home) (Note) Joint venture Aurora Holdings (Shanghai) Inc. (Aurora Holdings (Shanghai)) Other related party Shanghai Jiading New Partnership Rural Community Cooperative (formerly Shanghai Jianbang Asset Management Co., Ltd.)(Shanghai Jiading) Other related party Aurora Museum Other related party Aurora Building Management (Shanghai) Co., Ltd. (Aurora Building Management) Other related party Y. T. Chen Sustainable Management Foundation (formerly Aurora Sustainable Management Foundation)(Y. T. Chen Foundation) Other related party
Note: Originally as a joint venture of the Company, Aurora Home Furniture Co., Ltd. became a subsidiary after the Group acquired another 50% of its equity interest in July 2019.
b.
Operating revenue
| in July 2019. Operating revenue |
||||
|---|---|---|---|---|
| Type/Name of Related Party Huxen (China) Associate Other related party Investor of significant influence Joint venture |
2020 $ 1,755,455 602,491 2,715 245 - $ 2,360,906 |
2019 | ||
| $ 1,975,334 601,299 8,731 157 371 $ 2,585,892 |
Sales by the Group to related parties are made based on the market price, with payments collected within 1~4 month(s).
c.
Purchase of goods
| collected within 1~4 month(s). Purchase of goods |
||||
|---|---|---|---|---|
| Type/Name of Related Party Associate Joint venture |
2020 $ 346,637 - $ 346,637 |
2019 | ||
| $ 431,909 191,610 $ 623,519 |
Purchases from related parties are made by the Group based on the market price, with payments made in cash within 1~3 month(s).
156
d. Other income
| Other income | ||||
|---|---|---|---|---|
| Type/Name of Related Party Huxen Aurora Leasing Associate Other related party Investor of significant influence |
2020 | 2019 | ||
| $ 32,326 32,205 574 12 - $ 65,117 |
$ 32,132 31,337 - - 38 $ 63,507 |
Other income mainly represents income from consulting services rendered to related parties by the Group.
e.
- Operating expenses
| parties by the Group. Operating expenses |
||||
|---|---|---|---|---|
| Other related party Associate Investor of significant influence |
2020 $ 37,218 5,504 3,901 $ 46,623 |
2019 | ||
| $ 50,720 21,733 2,235 $ 74,688 |
Operating expenses represent expenses paid to related parties for advertising and marketing.
- f. Rental income
Rental income
| marketing. Rental income Rental income |
||||
|---|---|---|---|---|
| Type/Name of Related Party Other related party Associate Joint venture |
2020 $ 3,931 72 - $ 4,003 |
2019 | ||
| $ 3,546 72 6,940 $ 10,558 |
The rental of office buildings leased by the Group to related parties is charged on a monthly basis according to general market conditions.
g.
- Receivables from related parties
| Accounting Subject Accounts receivable |
Type/Name of Related Party |
December 31, 2020 | December 31, 2020 | December 31, 2019 | December 31, 2019 |
|---|---|---|---|---|---|
| Aurora Leasing Other related party Associate Investor of significant influence |
$ 102,331 41 316 - $ 102,688 |
$ 104,077 503 540 7 $ 105,127 |
(Continued on the next page)
157
(Continued from the previous page)
| Accounting Subject Other receivables |
Type/Name of Related Party |
December 31, 2020 | December 31, 2020 | December 31, 2019 | December 31, 2019 |
|---|---|---|---|---|---|
| Huxen (China) Huxen Aurora Leasing Associate |
$ 4,157 3,593 1,667 512 $ 9,929 |
$ 15,449 3,278 1,649 366 $ 20,742 |
Other receivables represent receivables and purchase allowances arising from advance payments between the Group and related parties.
The outstanding amount of receivables from related parties is not collateralized. No loss allowances were set aside for receivables from related parties for the years ended December 31, 2020 and 2019.
h. Payables to related parties
| Accounting Subject Accounts payable Other payables |
Type/Name of Related Party |
December 31, 2020 | December 31, 2020 | December 31, 2019 | December 31, 2019 |
|---|---|---|---|---|---|
| Aurora Leasing Associate Huxen (China) Other related party Aurora Holdings (Shanghai) Aurora Leasing Associate Investor of significant influence |
$ 1,622 159 94 80 - $ 1,955 $ 64,955 67 12 $ 65,034 |
$ 2,992 - 6,376 236 3,165 $ 12,769 $ 70,356 1 - $ 70,357 |
Other payables are monthly payments of rental collected from lessees by the Group on behalf of Aurora Leasing.
- i. Acquisition of property, plant, and equipment
| Type/Name of Related Party | Price | Price | ||
|---|---|---|---|---|
| 2020 $ 154 |
2019 | |||
| Associate | $ 454 |
The transaction prices are determined according to market conditions.
158
j. Lease agreements
| Lease agreements | |||
|---|---|---|---|
| 2020 Type/Name of Related Party Acquisition of right-of-use assets Aurora Holdings $ 46,275 Associate 4,080 Aurora Holdings (Shanghai) - Shanghai Jiading - $ 50,355 Accounting Subject Type/Name of Related Party December 31, 2020 Lease liabilities Shanghai Jiading $168,229 Aurora Holdings (Shanghai) 106,982 Aurora Holdings 43,932 Associate 27,180 $ 346,323 December 31, 2020 Interest expenses Aurora Holdings (Shanghai) $ 6,757 Shanghai Jiading 1,320 Associate 256 Investor of significant influence 229 $ 8,562 |
2019 | ||
| $ - 663 274,135 184,825 $ 459,623 December 31, 2019 |
|||
| $ 186,254 193,267 20,213 37,607 $ 437,341 December 31, 2019 |
|||
| $ 9,880 1,429 344 256 $ 11,909 |
The Group leased land and offices to related parties for the years ended December 31, 2020 and 2019, respectively, with the lease terms of 1 to 23 years; the rent is payable on a monthly basis and the terms are not materially different from those of the general clients.
k. Others
| Others | |||||
|---|---|---|---|---|---|
| Accounting Subject Refundable deposits Guarantee deposits received |
Type/Name of Related Party |
December 31, 2020 | December 31, 2019 | ||
| Aurora Holdings (Shanghai) Investor of significant influence Associate Aurora Building Management (Shanghai) Y. T. Chen Foundation |
$ 27,633 3,945 3,839 7,054 $ 42,471 $ 660 |
$ 27,178 3,690 3,818 6,938 $ 41,624 $ 590 |
159
- l. Remuneration to the management
| Remuneration to the management | ||||
|---|---|---|---|---|
| Short-term employee benefits Retirement benefits |
2020 $ 109,679 1,354 $ 111,033 |
2019 | ||
| $ 92,733 997 $ 93,730 |
The remuneration to directors and the management is determined by the Remuneration Committee based on personal performances and market trends.
34. Pledged Assets
The following assets of the Group have been provided for financial institutions as collateral for loans:
| Pledged Assets The following assets of the Group have loans: |
been provided for financial | institutions as collateral for | institutions as collateral for |
|---|---|---|---|
| Demand deposits (recognized in other financial assets) Investment properties Property, Plant, and Equipment |
December 31, 2020 $ 60,665 300,955 271,245 $ 632,865 |
December 31, 2019 | |
| $ 35,459 302,912 275,250 $ 613,621 |
35. Significant Contingent Liabilities and Unrecognized Contract Commitments
-
a. Unused letters of credit outstanding as of December 31, 2020 amounted to US$1,844 thousand.
-
b. Guarantee notes issued by the Group to financial institutions for short-term and long-term loans as of December 31, 2020 amounted to NT$9,120,600 thousand.
-
c. Guaranteed notes issued by the Group under warranty contracts or for business needs as of December 31, 2020 amounted to NT$27,869 thousand.
-
d. Guaranteed notes received by the Group for business operations as of December 31, 2020 totaled NT$5,083 thousand.
-
e. Performance bonds issued by banks for the Group as of December 31, 2020 amounted to NT$19,640 thousand.
-
f. Aurora Office Equipment Co., Ltd. Shanghai and Shanghai Jianbang Asset Management Co., Ltd. (Shanghai Jianbang) entered into the "Cooperation Agreement," where Shanghai Jianbang provides land use rights for 50 years. According to Article 24 of the Cooperation Agreement, Aurora Office Equipment Co., Ltd. Shanghai shall pay Shanghai Jianbang a fixed land profit every year. Starting from 2012, RMB6,000 thousand/acre shall be paid per year based on the actual area used (282 acres). The fixed profit per acre of land shall be adjusted upwards by 5% based on the profit payable before adjustment every 5 years, but the maximum shall not exceed RMB7,500 thousand/acre per year.
-
g. Unrecognized contractual commitments of the subsidiaries for purchases of goods as of December 31, 2020 amounted to NT$21,425 thousand.
160
- h. Significant contracts of the Company and its subsidiaries are disclosed as follows:
| Type of Contract |
Contracting Party | Contract Duration | Contract Content | Restrictions |
|---|---|---|---|---|
| Distribution | Sharp Corporation |
2021.4.1~2022.3.31 |
Sharp |
1Exclusive |
| contract | Aurora Corporation | (automatic extension for 1 year upon expiration) |
photocopiers | . distribution 2. Non-compete |
| OEM | (1) Konica Minolta , Inc |
2019.1.1~2023.12.31 | Production and |
None |
| contract | (2) Konica Minolta |
procurement of |
||
| Business Solutions (China) Co Ltd |
MFPs and PP rinters in |
|||
| ., . (3) Aurora Office |
p mainland China |
|||
Automation Sales Co., Ltd. Shanghai |
||||
| OEM contract |
(1) Aurora Office Automation Sales Co., Ltd. Shanghai (2) Zhuhai Pantum Electronics Co., Ltd. |
2020.1.1~2021.12.31 |
Production and procurement of A4 printer |
None |
| Distribution | (1) Stratasys AP Limited |
2021.1.1~2021.12.31 | Stratasys 3D |
Non-compete |
| contract | (2) Aurora Machinery |
printers | ||
| Equipment (Shanghai) Co., Ltd. |
||||
| Distribution | Konica Minolta, Inc. |
2021.4.1~2022.03.31 | KM photocopiers |
1. Non-compete |
| contract | Aurora Office Automation Corporation |
and printers | 2. Sales in Taiwan only |
|
| Distribution | Stratasys Ap Ltd. |
2021.1.1~2021.12.31 | SSYS 3D printers | 1. Non-exclusive |
| contract | General Integration |
distribution |
||
| Technology Co., Ltd. | 2. Non-compete 3. Sales in Taiwan only |
|||
| Distribution contract |
Creaform Inc. General Integration Technology Co., Ltd. |
2020.6.21~2021.6.20 | 3D scanners | 1. Non-exclusive distribution 2. Sales in Taiwan only |
| Distribution | Konica Minolta, Inc. |
2021.4.1~2022.03.31 | Large |
1. Annual sales |
| contract | KM Developing |
photocopiers |
amount |
|
| Solutions Co., Ltd. | and multi-functional |
2. Non-compete 3Sales in |
||
photocopiers |
. Taiwan only |
36. Significant Events after the Balance Sheet Date: None.
161
37. Information on Foreign Currency-denominated Assets and Liabilities of Significant Influence
The following summary is presented in foreign currencies other than the functional currency. The exchange rate disclosed in the summary refers to the exchange rate of a foreign currency to the functional currency. The significant impact on assets and liabilities recognized in foreign currencies is as follows:
Unit: Foreign currency/NT$ thousand
December 31, 2020
| December 31, 2020 | |||
|---|---|---|---|
Foreign currency assets |
Foreign Currency | Exchange Rate 6.5249 (USD:RMB) 28.43 (USD:RMB) 4.377 (RMB:NTD) 28.53 (USD:NTD) 6.5249 (USD:RMB) Exchange Rate 6.9762 (USD:RMB) 4.305 (RMB:NTD) 30.03 (USD:NTD) 6.9762 (USD:RMB) |
Carrying amount |
| $ 4,059 125 $ 146,677 2,402 246 Foreign Currency |
$ 26,487 3,557 $ 642,007 68,535 1,605 Carrying amount |
||
| Monetary items USD USD Non-monetary items Associates accounted for using the equity method RMB Foreign currency liabilities Monetary items USD USD December 31, 2019 Foreign currency assets Monetary items USD Non-monetary items Associates accounted for using the equity method RMB Foreign currency liabilities Monetary items USD USD |
|||
| $ 3,997 141,412 315 13,754 |
$ 27,886 608,777 9,462 95,951 |
Realized and unrealized foreign exchange gains and losses that have significant impact on the Group are recognized in other gains and losses; please refer to Note XXVI (II).
162
38. Supplementary Disclosures
-
a. Information on significant transactions:
-
1) Loans provided for others: None.
-
2) Endorsements/guarantees provided for others: Table 1.
-
3) Securities held at end of period (excluding investments in subsidiaries, associates, and joint ventures): Table 2.
-
4) Accumulated purchase or sale of the same securities amounting to NT$300 million or 20% of paid-in capital or more: Table 3.
-
5) Acquisition of property amounting to NT$300 million or 20% of paid-in capital or more: Table 4.
-
6) Disposal of property amounting to NT$300 million or 20% of paid-in capital or more: None.
-
7) Purchases or sales with related parties amounting to NT$100 million or 20% of paid-up capital or more: Table 5.
-
8) Receivables from related parties amounting to NT$100 million or 20% of paid-up capital or more: None.
-
9) Derivatives transactions: None.
-
10) Intercompany relationships and significant intercompany transactions: Table 6.
-
b. Information on invested companies: Table 7.
-
c. Information on investments in mainland China:
-
1) Information on any investee company in mainland China (name, main business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, investment income, carrying amount of investment at end of period, repatriations of investment income, and limit on the amount of investment in mainland China): Table 8.
-
2) Major transactions with any investee company in mainland China directly or indirectly through a third region, and their prices, payment terms, unrealized gains (losses), and other information: Table 9.
-
d. Information on major shareholders (names of shareholders with a shareholding ratio of 5% or more as well as number and proportion of shares held): Table 10.
163
39. Segment Information
Information is provided for the chief business decision makers to allocate resources and to evaluate the performance of segments by company. The reportable segments of the Group are based in Taiwan and mainland China and mainly engage in the sales of office automation products, computer and communication equipment, and furniture.
The income and results of the Group's operations and segment assets are analyzed as follows:
| Item Revenue from external customers Intersegment revenue Total revenue Segment profit or loss Segment assets |
2020 | 2020 | 2020 | ||||
|---|---|---|---|---|---|---|---|
| Taiwan $ 4,307,934 111,786 $ 4,419,721 $ 1,858,699 $13,985,256 |
Mainland China $ 8,643,040 68,026 $ 8,711,065 $ 1,013,911 $11,150,650 |
Offset of Intersegment Revenue and Profit or Loss $ 179,812) $ 179,812) $ 847,182) $ 7,072,997) |
Total | ||||
( ( ( ( |
$12,950,974 - $12,950,974 $ 2,025,428 $18,062,909 |
| Item Revenue from external customers Intersegment revenue Total revenue Segment profit or loss Segment assets |
2019 | 2019 | 2019 | ||||
|---|---|---|---|---|---|---|---|
| Taiwan $ 4,278,956 143,662 $ 4,422,618 $ 1,796,000 $12,808,265 |
Mainland China $ 9,326,157 41,870 $ 9,368,027 $ 940,264 $10,430,412 |
Offset of Intersegment Revenue and Profit or Loss $ - 185,532) $ 185,532) $ 803,524) $ 6,128,901) |
Total | ||||
( ( ( ( |
$13,605,113 - $13,605,113 $ 1,932,740 $17,109,776 |
164
TABLE 1
Aurora Corporation and Subsidiaries
Endorsements/Guarantees Provided for Others For the Year Ended December 31, 2020
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. (Note 1) |
Endorser/Guarantor | Endorsee/Guarantee | Endorsee/Guarantee | Limit on Endorsements/ Guarantees Provided for Single Entity (Note 3) |
Maximum Endorsement/ Guarantee Balance |
Ending Balance | Actual Amount Drawn |
Amount of Endorsements/ Guarantees Collateralized by Property |
Ratio of Accumulated Endorsements/ Guarantees to Net Worth per Latest Financial Statements (%) |
Endorsement/G uarantee Ceiling (Note 3) |
Endorsements/ Guarantees Provided by Parent for Subsidiary (Note 4) |
Endorsements/ Guarantees Provided by Subsidiary for Parent (Note 4) |
Endorsements/ Guarantees Provided for Subsidiary in Mainland China (Note 4) |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of Company | Relationship (Note 2) |
|||||||||||||
| 1 | Aurora (China) Co., Ltd. | Aurora Office Automation Sales Co., Ltd. Shanghai |
2 | $ 3,172,464 | $ 17,576 | $ - | $ - | $ - | - |
$ 3,172,464 | N | N | Y |
Note 1: The numbers filled are described as follows:
-
(1) For the issuer, fill in 0.
-
(2) The investee company is numbered sequentially starting from Arabic number 1 according to the company type.
Note 2: The relationships between endorsers/guarantors and endorsees/guarantees are categorized into the following 6 types. Please specify the type.
-
(1) Companies with which the Company conducts business.
-
(2) Subsidiaries in which the Group directly holds more than 50% of their common shares.
-
(3) Investee companies in which the Company and its subsidiaries collectively hold more than 50% of their common shares.
-
(4) The parent company which holds, directly or indirectly through a subsidiary, more than 50% of its outstanding common shares.
-
(5) Companies in same type of business and providing mutual endorsements/guarantees in favor of each other in accordance with the contractual obligations in order to fulfill the needs of the construction project.
-
(6) Shareholders making endorsements/guarantees for their mutually invested company in proportion to their shareholding ratio. NT$3,172,464 thousand.
-
Note 3: According to the Company's regulations for making of endorsements/guarantees, the aggregate amount of endorsements/guarantees provided shall not exceed the current net worth, and endorsements/guarantees provided for a single entity shall not exceed
Note 4: Fill in Y if a listed parent company provides endorsements/guarantees for its subsidiary or if a subsidiary provides endorsements/guarantees for its listed parent company or if endorsements/guarantees involve mainland China.
165
TABLE 2
Aurora Corporation and Subsidiaries
Securities Held at End of Period December 31, 2020 (In Thousands of New Taiwan Dollars)
| Securities Holding Company | Type and Name of Securities | Relationship with Issuer of Securities |
Ledger Account | EndingBalance | EndingBalance | Remark | ||
|---|---|---|---|---|---|---|---|---|
| Number of Shares (in Thousand Shares or Thousand Units) |
Carrying amount |
Shareholding (%) |
Fair Value (Note 1) | |||||
| Aurora Office Automation Corporation KM Developing Solutions Co., Ltd. Aurora (China) Co., Ltd. Aurora Office Automation Sales Co., Ltd. Shanghai Aurora Office Equipment Co., Ltd. Shanghai Aurora (Bermuda) Investment Ltd. |
Stock Aurora Corporation Aurora Corporation Fund Hua Nan Kirin Money Market Fund China Merchants Bank - large certificates of deposits Bank SinoPac - large certificates of deposits Bank of China - large certificates of deposits Industrial Bank - large certificates of deposits Cathay United Bank - large certificates of deposits Bank of Communications - large certificates of deposits Bank of China - large certificates of deposits Taishin International Bank - time deposits |
The Company The Company None None None None None None None None None |
Financial assets at fair value through other comprehensive income - current Financial assets at fair value through other comprehensive income - non-current Financial assets at fair value through profit or loss - current Financial assets at amortized cost - current Financial assets at amortized cost - current Financial assets at amortized cost - current Financial assets at amortized cost - current Financial assets at amortized cost - current Financial assets at amortized cost - current Financial assets at amortized cost - current Financial assets at amortized cost-current |
3,290 9,206 6,435 - - - - - - - - |
$ 292,516 818,449 77,420 438,005 219,623 135,124 703,919 140,419 135,122 90,081 11,033 |
1.39 3.90 - - - - - - - - - |
$ 292,516 818,449 77,420 438,005 219,623 135,124 703,919 140,419 135,122 90,081 11,033 |
Notes 1 and 2 Notes 1 and 2 Note 1 |
Note 1: Market prices of stocks with open market prices refer to the closing prices as of December 31, 2020. Market prices of open-end funds refer to the net asset value of the funds on the balance sheet date. The fair value of wealth management products is valuated at discounted cash flows. Note 2: The Company's shares held by subsidiaries are treated as treasury shares.
Note 3: For information on investments in subsidiaries, associates, and joint ventures, please refer to Tables 6 and 7.
166
TABLE 3
Aurora Corporation and Subsidiaries
Accumulated Purchase or Sale of the Same Securities Amounting to NT$300 Million or 20% of Paid-in Capital or More For the Year Ended December 31, 2020 Unit: NT$ thousand or thousand shares (unless stated otherwise)
| Company Name |
Type and Name of Securities |
Ledger Account | Counterparty | Relationship | Transaction Currency |
Beginning of Period | Beginning of Period | Reclassification | Reclassification | Purchase | Purchase | Sale | Sale | Increase/Decrease | Increase/Decrease | Ending | Balance | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares (in Thousand Shares or Thousand Units) |
Amount | Number of Shares (in Thousand Shares or Thousand Units) |
Amount |
Number of Shares (in Thousand Shares or Thousand Units) |
Amount |
Number of Shares (in Thousand Shares or Thousand Units) |
Selling Price |
Carrying Cost |
Gains (Losses) on Disposal |
Number of Shares (in Thousand Shares or Thousand Units) |
Amount | Number of Shares |
Amount | ||||||
| Aurora Office Equipmen t Co., Ltd. Shanghai Aurora (China) Co., Ltd. Aurora (China) Co., Ltd. Aurora Office Automati on Sales Co., Ltd. Shanghai |
Structured deposits Structured deposits "Lingdong 75 Days" "Liduoduo Structured Deposits" Structured deposits Structured deposits Structured deposits "Caifubanchejinq u No. 3" Structured deposits Maturity of structured deposits "Lingdong 75 Days" "Lingdong 75 Days" Structured deposits |
Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current |
Bank of China China Minsheng Bank Agricultural Bank of China Shanghai Pudong Developme nt Bank Bank of China Bank Sinopac Bank Sinopac Shanghai Pudong Developme nt Bank Bank Sinopac Bank Sinopac Agricultural Bank of China Agricultural Bank of China China Minsheng Bank |
None None None None None None None None None None None None None |
RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB |
- - - - - - - - - - - - - |
$ |
- - - - - - - - - - - - - |
$ |
- - - - - - - - - - - - - |
$100,000 160,000 115,000 200,000 100,000 200,000 100,000 150,000 110,000 110,000 100,000 80,000 130,000 |
- - - - - - - - - - - - - |
$100,84 161,41 115,76 201,76 100,83 201,52 100,90 151,38 110,91 110,82 100,65 80,53 131,12 |
$100,000 160,000 115,000 200,000 100,000 200,000 100,000 150,000 110,000 110,000 100,000 80,000 130,000 |
$ 844 1,411 765 1,764 834 1,521 902 1,387 912 820 659 537 1,128 |
- - - - - - - - - - - - - |
$ |
$ |
167
| Company Name |
Type and Name of Securities |
Ledger Account | Counterparty | Relationship | Transaction Currency |
Beginning of Period | Beginning of Period | Reclassification | Reclassification | Purchase | Purchase | Sale | Sale | Increase/Decrease | Increase/Decrease | Ending | Balance | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares (in Thousand Shares or Thousand Units) |
Amount | Number of Shares (in Thousand Shares or Thousand Units) |
Amount |
Number of Shares (in Thousand Shares or Thousand Units) |
Amount |
Number of Shares (in Thousand Shares or Thousand Units) |
Selling Price |
Carrying Cost |
Gains (Losses) on Disposal |
Number of Shares (in Thousand Shares or Thousand Units) |
Amount | Number of Shares |
Amount | ||||||
| Aurora (Jiang Su) Enterprise Developm ent Co., Ltd. |
Structured deposits Structured deposits "Bank of China - Zhifu" "Jinxueqiu Select" "Bubugaosheng" Structured deposits Structured deposits Structured deposits Structured deposits |
Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss-current |
Industrial Bank Industrial Bank Bank of China Industrial Bank Shanghai Pudong Developme nt Bank Industrial Bank Bank of Nanjing Bank of Nanjing Bank of Nanjing |
None None None None None None None None None |
RMB RMB RMB RMB RMB RMB RMB RMB RMB |
- - - - - - - - - |
- - - - - - - - - |
- - - - - - - - - |
150,000 90,000 90,000 100,000 90,000 150,000 150,000 160,000 115,000 |
- - - - - - - - - |
151,26 90,76 90,76 100,87 90,54 150,94 151,39 161,44 115,79 |
150,000 90,000 90,000 100,000 90,000 150,000 150,000 160,000 115,000 |
1,269 768 763 878 547 942 1,390 1,440 792 |
- - - - - - - - - |
168
TABLE 4
Aurora Corporation and Subsidiaries
Acquisition of Real Estate Amounting to NT$300 Million or 20% of the Paid-in Capital or More For the Year Ended December 31, 2020 (In Thousands of New Taiwan Dollars)
| Acquirer of Real Estate |
Name of Property | Date of Occurrence |
Amount of Transaction |
Status of Payment |
Counterparty | Relationship | Information | on Prior Transaction If the Is Related |
on Prior Transaction If the Is Related |
Counterparty | Basis or Reference for Price Setting |
Purpose of Acquisition and Usage Status |
Other Agreed Items |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Owner | Relationship with the Issuer |
Date of Transfer |
Amount | ||||||||||
| Aurora (Jiang Su) Enterprise Development Co., Ltd. |
Construction in Process |
2020 | $ 101,552 (RMB) |
$ 101,552 (RMB) |
Shanghai Construction Design Research Institute Co., Ltd. |
None |
- | - | - | $ - | N/A | Building a smart factory for furniture; Under construction |
None |
169
TABLE 5
Aurora Corporation and Subsidiaries
Purchases or Sales with Related Parties Amounting to NT$100 Million or 20% of Paid-up Capital or More For the Year Ended December 31, 2020 (In Thousands of New Taiwan Dollars)
| Company | Counterparty | Relationship | Transaction Situation | Transaction Situation | Unusual Transaction Terms and Reasons | Unusual Transaction Terms and Reasons | Notes and Accounts Receivable (Payable) |
Notes and Accounts Receivable (Payable) |
Remark | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (Sales) |
Amount | Percentage of Total Purchases (Sales) (%) |
Credit Period | Unit price | Credit Period | Balance | Percentage of Notes and Accounts Receivable (Payable) (%) (Note) |
||||
| Aurora Corporation Aurora Office Automation Corporation Aurora Office Automation Sales Co., Ltd. Shanghai Aurora (China) Co., Ltd. |
Aurora Leasing Corporation Aurora (China) Co., Ltd. Aurora Leasing Corporation Huxen (China) Co., Ltd. Huxen (China) Co., Ltd. Aurora Home Furniture Co., Ltd. |
Huxen's subsidiary (associate) The Company's subsidiary Huxen's subsidiary (associate) Huxen's subsidiary (associate) Huxen's subsidiary (associate) The Company's subsidiary |
Sales Sales Sales Sales Purchases Purchases |
( $ 369,851 ) ( 109,472 ) ( 211,536 ) ( 1,755,455 ) 279,272 365,375 |
( 12% ) ( 3% ) ( 25% ) ( 51% ) 17% 20% |
Due within 60 days Due within 60 days Due within 60 days Due within 120 days Due within 120 days Due within 60 days |
According to market conditions, no material difference According to market conditions, no material difference According to market conditions, no material difference According to market conditions, no material difference According to market conditions, no material difference According to market conditions, no material difference |
Due within 60 days Due within 60 days Due within 60 days Due within 120 days Due within 120 days Due within 60 days |
$ 63,262 8,640 39,069 - ( 33 ) ( 73,258 ) |
20% 3% 36% - - ( 15% ) |
Note: The above percentage is calculated as the ratio of the balance of notes and accounts receivable (payable) with related parties to the balance of total notes and accounts receivable (payable).
170
TABLE 6
Aurora Corporation and Subsidiaries
Intercompany Relationships and Significant Intercompany Transactions For the Year Ended December 31, 2020 (In Thousands of New Taiwan Dollars)
| No. (Note 1) |
Company | Counterparty | Relationship (Note 2) | Description | of Transactions | ||
|---|---|---|---|---|---|---|---|
| Ledger Account | Amount (Note 3) | Transaction Terms (Note 4) |
Percentage of Consolidated Total Revenue or Total Assets (%) (Note 5) |
||||
| 0 | Aurora Corporation | Aurora Office Automation Aurora Office Equipment Co., Ltd. Shanghai Aurora (China) Aurora Office Automation Sales Co., Ltd. General Integration KM Developing Aurora Home Ever Young Biodimension |
1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 |
Sales revenue Service revenue Other income Gains on lease modifications Depreciation - leases Operating expenses Interest expenses Accounts receivable Other receivables Expenses payable Temporary credits Purchases Sales revenue Purchases Accounts receivable Sales revenue Sales revenue Service revenue Operating expenses Purchases Accounts receivable Other receivables Accounts payable Advances from Customers Sales revenue Service revenue Rental income Other receivables Purchases Sales revenue |
$ 8,133 5,290 21,207 23 3,695 1,400 28 348 2,243 54 19 30,461 109,472 14,539 8,640 780 558 621 16 103 1 93 1 39 348 1,200 72 105 1,432 18 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - 1 - - - - - - - - - - - - - - - - - |
(Continued on the next page)
171
(Continued from the previous page)
| No. (Note 1) |
Company | Counterparty | Relationship (Note 2) | Description | of Transactions | ||
|---|---|---|---|---|---|---|---|
| Ledger Account | Amount (Note 3) | Transaction Terms (Note 4) |
Percentage of Consolidated Total Revenue or Total Assets (%) (Note 5) |
||||
| 1 2 3 4 |
Aurora Office Automation General Integration Aurora (China) Aurora Office Automation Sales Co., Ltd. |
General Integration KM Developing Ever Young Biodimension Aurora Machinery Equipment Aurora Machinery Equipment Aurora Home Furniture Co., Ltd. Aurora Office Automation Sales Co., Ltd. Aurora Cloud Aurora Office Equipment Co., Ltd. Shanghai Aurora Machinery Equipment Aurora Cloud Aurora Office Equipment Co., Ltd. Shanghai |
3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 |
Purchases Accounts payable Sales revenue Purchases Operating expenses Accounts receivable Sales revenue Service revenue Accounts receivable Sales revenue Purchases Accounts receivable Other income Sales revenue Purchases Accounts receivable Accounts payable Other income Operating expenses Other income Accounts payable Purchases Operating expenses Other income Other gains and losses Accounts payable Purchases Other income Other receivables Accounts payable Purchases Operating expenses Accounts payable Operating expenses Accounts payable |
$ 46 5 12,732 4,125 124 3,313 3,770 496 1,113 1,534 1,193 614 1,434 3,662 365,375 1,380 73,258 1,541 6,773 484 82 56,254 14,114 273 4,448 3,687 20,394 3,314 746 18,818 10,025 8,553 1,605 152 31 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - 3 - 1 - - - - - - - - - - - - - - - - - - |
(Continued on the next page)
172
(Continued from the previous page)
| No. (Note 1) |
Company | Counterparty | Relationship (Note 2) | Description | of Transactions | ||
|---|---|---|---|---|---|---|---|
| Ledger Account | Amount (Note 3) | Transaction Terms (Note 4) |
Percentage of Consolidated Total Revenue or Total Assets (%) (Note 5) |
||||
| 5 6 |
Aurora Home Furniture Co., Ltd. Aurora Office Equipment Co., Ltd. Shanghai |
Aurora Cloud Aurora Home Furniture Co., Ltd. Aurora Cloud |
3 3 3 3 3 3 3 3 3 3 |
Sales revenue Operating expenses Accounts payable Sales revenue Other income Accounts receivable Other receivables Purchases Operating expenses Accounts payable |
$ 18 16 18 515 17,139 97 594 4,742 211 200 |
- - - - - - - - - - |
- - - - - - - - - - |
Note 1: The information on business dealings between the parent company and subsidiaries should be numbered according to the following method:
-
For the parent company, fill in 0.
-
Subsidiaries are sorted in a numerical order starting from 1.
Note 2: Relationships with counterparties can be any one of the following three types:
-
The parent company to subsidiaries.
-
Subsidiaries to the parent company.
-
Subsidiaries to subsidiaries.
Note 3: When the Consolidated Financial Statements are prepared, the amounts have been offset in a consolidated manner.
Note 4: There is no material difference between the terms of the sales transactions between the parent company and subsidiaries and the normal sales of goods. The terms of other transactions are based on the agreement between both parties. Note 5: The percentage is rounded to the nearest whole number.
173
TABLE 7
Aurora Corporation and Subsidiaries
Information on Investee Companies For the Year Ended December 31, 2020 (In Thousands of New Taiwan Dollars)
| Name of Investor | Name of Investee | Location | Main Business Activities | Initial Investment Amount | Initial Investment Amount | Ending Balance | Ending Balance | Ending Balance | Profit (Loss) of Investee for the Period |
Investment Profit (Loss) Recognized |
Distribution of Dividends by Investee |
Distribution of Dividends by Investee |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ending Balance for the Current Period |
Ending Balance for the Previous Period |
Number of Shares |
Shareholding (%) |
Carrying amount |
Stock Dividends | Cash dividends | |||||||
| Aurora Corporation Aurora Office Automation Corporation General Integration Technology Co., Ltd. |
Aurora (Bermuda) Investment Ltd. Aurora Office Automation Corporation General Integration Technology Co., Ltd. KM Developing Solutions Co., Ltd. Ever Young Biodimension Corporation Huxen Corporation Aurora Development Corp. Aurora Telecom Co., Ltd. Huxen Corporation Ever Young Biodimension Corporation |
Bermuda Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan |
Investment holding Import/export and wholesale of MFPs Manufacturing of molds and machinery and wholesale of precision instruments Wholesale and retail of information software, computers, and office equipment Wholesale of precision instruments Agency of MFPs and communications products Development of land and office buildings Sales of mobile phones and accessories and internet access Agency of MFPs and communications products Wholesale of precision instruments |
$ 2,177,439 2,091,992 112,500 70,000 8,580 826,645 140,000 191,833 359,451 8,250 |
$ 2,177,439 2,091,992 112,500 70,000 8,580 826,645 140,000 191,833 359,451 8,250 |
67,350 82,278 5,465 7,000 858 47,011 32,498 13,165 11,170 825 |
88.04 91.13 55.00 70.00 26.00 32.53 46.67 30.40 7.73 25.00 |
$ 7,063,743 1,076,067 129,128 104,947 4,284 1,427,127 496,580 233,504 536,723 4,123 |
$ 827,356 279,885 ( 702 ) 32,174 ( 6,777 ) 568,211 49,233 ( 74,310 ) 568,211 ( 6,777 ) |
$ 803,422 187,333 ( 388 ) 22,521 ( 1,766 ) 184,839 22,977 ( 22,591 ) 43,923 ( 1,694 ) |
$ - - - - - - - - - - |
$ - 287,971 3,279 18,200 - 178,640 3,250 - 42,446 - |
Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Investee accounted for using the equity method Investee accounted for using the equity method Investee accounted for using the equity method Investee of Aurora Office Automation accounted for using the equity method Investee of General Integration accounted for using the equity method |
174
TABLE 8
Aurora Corporation and Subsidiaries
Information on Investments in Mainland China For the Year Ended December 31, 2020 Unit: NT$ thousand, US$ thousand, and RMB thousand unless specified otherwise
| Investee Company | Main Business Activities | Paid-in Capital | Method of Investments |
Accumulated Amount of Investments Remitted from Taiwan at Beginning of Period |
Amount of Investments Remitted or Repatriated forthePeriod |
Amount of Investments Remitted or Repatriated forthePeriod |
Accumulated Amount of Investments Remitted from Taiwan at End of Period |
Profit (Loss) of Investee for the Period |
The Company's Direct or Indirect Ownership (%) |
Investment Profit (Loss) Recognized for the Period (Note2) |
Carrying Amount of Investments at End of Period |
Accumulated Investment Income Repatriated at End of Period |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted | Repatriated | |||||||||||
| Aurora (China) Investment Co., Ltd. Aurora Office Equipment Co., Ltd. Shanghai Aurora (China) Co., Ltd. Aurora Office Automation Sales Co., Ltd. Shanghai Aurora (Shanghai) Cloud Technology Co., Ltd. Huxen (China) Co., Ltd. Chongqing Gonggangzhihui Additive Manufacturing Technology Research Institute Co., Ltd. Aurora Home Furniture Co., Ltd. Aurora Machinery Equipment (Shanghai) Co., Ltd. Aurora (Jiang Su) Enterprise Development Co., Ltd. Aurora (Shanghai) Electronic Commerce Co., Ltd. |
Investment holding Production and sales of MFPs Manufacturing and sale of office furniture Sales, lease, and agency of Aurora brand products Sale of printing and office equipment and furniture and consulting service Sales, maintenance, and lease of printers Sales, lease, and maintenance of 3D printers Production and sales of furniture Wholesale of mechanical and electronic equipment, internet communication equipment, and computer software and hardware Reinvestment and property lease Sales on e-commerce platforms |
$ 2,569,980 (US$76,500) 1,121,340 (US$33,000) 1,007,266 (US$30,000) 1,603,064 (RMB$350,000) 47,110 (RMB10,000) 1,922,054 (RMB$400,000) 114,700 (RMB$25,000) 243,020 (RMB$50,000) 112,549 (RMB$25,000) 888,500 (RMB$200,000) 20,955 (RMB$5,000) |
Note 1 (2) Note 1 (2) Note 1 (2) Note 1 (2) Note 1 (3) Note 1 (1) Note 1 (3) Note 1 (2) Note 1 (1) Note 1 (2) Note 1 (2) |
$ 2,177,439 (US$67,350) Note 3 Note 3 Note 3 Note 3 583,044 (RMB$120,000) Note 3 Note 3 112,549 (RMB$25,000) Note 3 Note 3 |
$ | $ | $ 2,177,439 (US$67,350) Note 3 Note 3 Note 3 Note 3 583,044 (RMB$120,000) Note 3 Note 3 112,549 (RMB$25,000) Note 3 Note 3 |
$ 825,957 61,060 748,166 369,797 ( 1,610 ) 75,148 ( 10,240 ) 20,418 ( 23,720 ) 16,427 ( 2,839 ) |
88.04 88.04 88.04 88.04 61.63 27.34 17.61 88.04 86.50 88.04 61.63 |
$ 727,1 Note 2 (2) 53,7 Note 2 (2) 658,6 Note 2 (2) 325,5 Note 2 (2) ( 9 Note 2 (2) 22,5 Note 2 (2) ( 2,0 Note 2 (2) 17,9 Note 2 (2) ( 20,5 Note 2 (2) 14,4 Note 2 (2) ( 1,7 Note 2 (2) |
$ 8,302,7 1,208,3 5,832,6 2,722,4 9 4 642,0 4 13,1 322,0 41,0 892,8 9,9 |
$ - - - - - - - - - - - |
175
| Accumulated Amount of Investments Remitted from Taiwan to Mainland China at End of Period (Note 4) |
Amount of Investments Authorized by Investment Commission, M.O.E.A. (Note 4) |
Ceiling on Amount of Investments Stipulated by Investment Commission, M.O.E.A. (Note 5) |
|---|---|---|
| $ 2,873,032 (US$ 67,350, RMB$ 145,000) |
$ 2,881,734 (US$ 67,350, RMB$ 145,000) |
$5,354,488 |
Note 1: Methods of investments are divided into the following three types. Specify the type.
-
Direct investment in mainland China.
-
Investment in mainland China through Aurora (Bermuda) Investment Ltd. 3. Others.
Note 2: Investment profit (loss) recognized for the period:
-
Indicate if no investment profit (loss) is recognized as an investee is under preparation.
-
Indicate if investment profit (loss) is recognized on the following basis:
-
(1) Financial statements audited by international accounting firms cooperating with accounting firms in the Republic of China.
-
(2) Financial statements audited by the parent company's CPAs in Taiwan. (3) Others.
-
Note 3: The Company invested in Aurora (China) Investment Co., Ltd. directly through Aurora (Bermuda) Investment Ltd. (with 88.04% equity held by the Company) established in Bermuda. Aurora (China) Investment Co., Ltd. then invested in Aurora (Jiang Su) Enterprise Development Co., Ltd., Aurora Office Equipment Co., Ltd. Shanghai, and Aurora (China) Co., Ltd. Then, Aurora (China) Co., Ltd. invested in Aurora Office Automation Sales Co., Ltd. Shanghai, Aurora Home Furniture Co., Ltd., Aurora (Shanghai) Cloud Technology Co., Ltd., and Aurora (Shanghai) Electronic Commerce Co., Ltd. Then, Aurora Office Automation Sales Co., Ltd. Shanghai invested in Chongqing Gonggangzhihui Additive Manufacturing Technology Research Institute Co., Ltd.
-
Note 4: Based on the prevailing exchange rate approved by the Investment Commission, Ministry of Economic Affairs, the accumulated amount of investments remitted from Taiwan to mainland China in the foreign currency at the end of the period did not exceed the amount of investments in the foreign currency approved by the Investment Commission.
Note 5: The net worth of the Group as of December 31, 2020 was NT$8,924,147 thousand. In accordance with the "Directions Governing the Examination of Investment or Technical Cooperation in Mainland China," the cap amount should be NT$5,354,488 thousand (NT$8,924,147 thousand x 60%).
176
TABLE 9
Aurora Corporation and Subsidiaries
Major Transactions with Any Investee Company in mainland China Directly or Indirectly through a Third Region, and Their Prices, Payment terms, Unrealized Gains (Losses), and Other Information For the Year Ended December 31, 2020
(In Thousands of New Taiwan Dollars)
| Investee Company | Relationship with the Company |
Type of Transaction |
Amount | Transaction Term | Notes and Accounts Receivable (Payable) |
Notes and Accounts Receivable (Payable) |
Unrealized gains (losses) |
Remark | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Price | Payment Terms | Difference with General Transactions |
Balance | Percentage (%) (Note) |
||||||
| Aurora Office Automation Sales Co., Ltd. Shanghai Aurora (China) Co., Ltd. |
The Company's sub-subsidiary The Company's sub-subsidiary |
Sales Purchases Purchases |
( $ 1,755,455 ) 279,272 365,375 |
According to market conditions 〃〃 |
Due within 120 days Due within 120 days Due within 60 days |
No material difference 〃〃 |
$ - ( 34 ) ( 73,258 ) |
- - ( 15% ) |
$ - - - |
Note: The above percentage is calculated as the ratio of the balance of notes and accounts receivable (payable) with related parties to the balance of total notes and accounts receivable (payable).
177
TABLE 10
Aurora Corporation
Information on Major Shareholders December 31, 2020
| Name of Major Shareholders | Shareholding | Shareholding |
|---|---|---|
| Shares | Percentage of Ownership (%) | |
| Aurora Holdings Incorporated Chen Yung-Tai Aurora Leasing Corporation Aurora Office Automation Corporation |
101,856,312 21,269,000 20,791,276 12,496,797 |
43.12 9.00 8.80 5.29 |
-
Note 1: The major shareholders in this table are shareholders holding more than 5% of the common and preference shares that have completed delivery without physical registration (including treasury shares) on the last business day of each quarter calculated by the Taiwan Depository & Clearing Corporation. Share capital indicated in the Company's consolidated financial statements may differ from the actual number of shares that have been issued and delivered without physical registration as a result of different basis of preparation.
-
Note 2: If a shareholder delivers its shareholding information to the trust, the aforesaid information shall be disclosed by the individual trustee who opened the trust account. Please refer to MOPS for information on shareholders who declare themselves to be insiders holding more than 10% of shares in accordance with the Securities and Exchange Act, and their shareholdings including their shareholdings plus their delivery of trust and shares with the right to make decisions on trust property.
178
- e. Parent Company Only Financial Statements for the Most Recent Fiscal Year, Certified by CPAs
Independent Auditors' Report
To Aurora Corporation:
Opinions
Aurora Corporation's Parent Company Only Balance Sheets as of December 31, 2020 and 2019, in addition to the Parent Company Only Statements of Comprehensive Income, Parent Company Only Statements of Changes in Equity, Parent Company Only Statements of Cash Flows, and Notes to the Parent Company Only Financial Statements (including a summary of significant accounting policies) from January 1 to December 31, 2020 and 2019, have been audited by the CPAs.
In our opinion, the Parent Company Only Financial Statements mentioned above have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers in all material aspects, and are considered to have reasonably expressed the parent company only financial conditions of Aurora Corporation as of December 31, 2020 and 2019, as well as the parent company only financial performance and parent company only cash flows from January 1 to December 31, 2020 and 2019.
Basis for Opinions
We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards (GAAS). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of Aurora Corporation in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China ("The Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Parent Company Only Financial Statements of Aurora Corporation for the year ended December 31, 2020. These matters were addressed in the context of our audit of the Parent Company Only Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Parent Company Only Financial Statements of Aurora Corporation for the year ended December 31, 2020 are stated as follows:
179
Sales revenue and sales revenue of key subsidiaries accounted for using the equity method
The main businesses of Aurora Corporation and its key subsidiaries accounted for using the equity method include the trade and lease of Multi-Functional Photocopiers (MFPs) and sales of system furniture. In particular, sales revenue from sales of system furniture in Taiwan and exporting office equipment in mainland China increased significantly in 2020 as compared to that in 2019; such increase in the overall impact to the financial statements is material. The main risk lies in whether revenue actually occurs. Accordingly, we identify the risk of revenue recognition arising from fraud as a key audit matter in accordance with the Statements on Auditing Standards in relation to significant risk.
For the accounting policies related to revenue recognition, please refer to Note IV (XIV).
We understood and tested the effectiveness of the design and implementation of internal controls in the recognition of sales revenue. We have also selected appropriate samples from the sales details, reviewed the original contracts, documents and customs declaration forms from external forwarders or signed by customers to check whether the recipients are the trading parties, and reviewed whether there is a significant amount of return and allowance subsequent to the balance sheet date to confirm whether there is any material misstatement of sales revenue.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
To ensure that the Parent Company Only Financial Statements do not contain material misstatements caused by fraud or errors, the management is responsible for preparing prudent Parent Company Only Financial Statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for preparing and maintaining necessary internal control procedures pertaining to the Parent Company Only Financial Statements.
In preparing the Parent Company Only Financial Statements, the management is responsible for assessing Aurora Corporation's ability to continue as a going concern, disclosing, as applicable, matters related to the going concern and using the going concern basis of accounting unless the management either intends to liquidate Aurora Corporation or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing Aurora Corporation's financial reporting process.
180
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the Parent Company Only Financial Statements as a whole are free from material misstatements, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and evaluate the risk of material misstatements due to fraud or error in the Parent Company Only Financial Statements; design and carry out appropriate countermeasures for the evaluated risk; and obtain sufficient and appropriate evidence as the basis for audit opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal controls of Aurora Corporation.
-
Assess the appropriateness of the accounting policies adopted by the management, as well as the reasonableness of their accounting estimates and relevant disclosures.
-
Conclude on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Aurora Corporation's ability to operate as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the Parent Company Only Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause Aurora Corporation to cease to continue as a going concern.
-
Evaluate the overall expression, structure and contents of the Parent Company Only Financial Statements (including relevant Notes), and whether the Parent Company Only Financial Statements fairly present relevant transactions and items.
181
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Aurora Corporation to express an opinion on the Parent Company Only Financial Statements. We are responsible for the direction, supervision, and performance of the audit and for expressing an opinion on the Parent Company Only Financial Statements of Aurora Corporation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine the key audit matters of Aurora Corporation's Parent Company Only Financial Statements for the year ended December 31, 2020. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Deloitte & Touche Chi Rui-Chuan, CPA Hsieh Chien-Hsin, CPA Financial Supervisory Commission Securities and Futures Commission Approval Approval No. Jin-Guan-Zheng-Shen No. No. Tai-Cai-Zheng-6 No. 0920123784 1060023872 March 16, 2021
Notice to Readers
The accompanying parent company only financial statements are intended only to present the parent company only financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and parent company only financial statements shall prevail.
182
Parent Company Only Balance Sheets For the Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)
Aurora Corporation
| Code 1100 1150 1170 1180 1200 130X 1479 11XX 1550 1600 1755 1760 1805 1821 1840 1920 15XX 1XXX Code 2100 2110 2130 2170 2200 2230 2280 2300 21XX 2540 2570 2580 2640 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3500 3XXX |
Assets Current assets Cash (Note VI) Notes receivable (Notes IV and VII) Accounts receivable (Notes IV and VII) Accounts receivable - related parties (Notes IV, VII, and XXVII) Other receivables (Notes IV, VII, and XXVII) Inventories (Notes IV and VIII) Other current assets (Note XIV) Total current assets Non-current assets Investments accounted for using the equity method (Notes IV and IX) Property, plant, and equipment (Notes IV, X, XXVII, and XXVIII) Right-of-use assets (Notes IV, XI, and XXVII) Investment properties (Notes IV, XII, and XXVIII) Goodwill (Notes IV and XIII) Other intangible assets (Notes IV and XIII) Deferred tax assets (Notes IV and XXII) Refundable deposits (Note XXVII) Total non-current assets Total assets Liabilities and Equity Current Liabilities Short-term loans (Note XV) Short-term notes and bills payable (Note XV) Contract liabilities - current (Notes IV and XX) Accounts payable (Notes XVI and XXVII) Other payables (Notes XVII and XXVII) Current tax liabilities (Notes IV and XXII) Lease liabilities - current (Notes IV, XI and XXVII) Other current liabilities (Note XVII) Total current liabilities Non-current Liabilities Long-term loans (Note XV) Deferred income tax liabilities (Notes IV and XXII) Lease liabilities - non-current (Notes IV, XI and XXVII) Net defined benefit liabilities - non-current (Notes IV and XVIII) Guarantee deposits received (Note XXVII) Total non-current liabilities Total liabilities Equity (Note XIX) Capital stock Capital stock - common shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity Total liabilities and equity |
December 31, 2020 Amount % $ 173,009 1 83,048 1 154,015 1 72,492 1 64,483 - 503,546 4 44,024 - 1,094,617 8 10,576,456 82 803,052 6 158,776 1 71,493 1 38,147 - 10,468 - 78,942 1 40,298 1 11,777,632 92 $ 12,872,249 100 $ 2,283,652 18 299,655 2 137,276 1 332,640 3 269,697 2 42,340 - 73,819 1 48,949 - 3,488,028 27 1,000,000 8 258,436 2 86,217 1 410,001 3 878 - 1,755,532 14 5,243,560 41 2,362,025 18 1,941,799 15 1,731,715 13 852,220 7 1,504,059 12 4,087,994 32 28,697 - 791,826) ( 6) 7,628,689 59 $ 12,872,249 100 |
December 31, 2020 Amount % $ 173,009 1 83,048 1 154,015 1 72,492 1 64,483 - 503,546 4 44,024 - 1,094,617 8 10,576,456 82 803,052 6 158,776 1 71,493 1 38,147 - 10,468 - 78,942 1 40,298 1 11,777,632 92 $ 12,872,249 100 $ 2,283,652 18 299,655 2 137,276 1 332,640 3 269,697 2 42,340 - 73,819 1 48,949 - 3,488,028 27 1,000,000 8 258,436 2 86,217 1 410,001 3 878 - 1,755,532 14 5,243,560 41 2,362,025 18 1,941,799 15 1,731,715 13 852,220 7 1,504,059 12 4,087,994 32 28,697 - 791,826) ( 6) 7,628,689 59 $ 12,872,249 100 |
December 31, 2019 | December 31, 2019 | December 31, 2019 | ||
|---|---|---|---|---|---|---|---|---|
| Amount $ 173,009 83,048 154,015 72,492 64,483 503,546 44,024 1,094,617 10,576,456 803,052 158,776 71,493 38,147 10,468 78,942 40,298 11,777,632 $ 12,872,249 $ 2,283,652 299,655 137,276 332,640 269,697 42,340 73,819 48,949 3,488,028 1,000,000 258,436 86,217 410,001 878 1,755,532 5,243,560 2,362,025 1,941,799 1,731,715 852,220 1,504,059 4,087,994 28,697 791,826) 7,628,689 $ 12,872,249 |
Amount $ 90,258 80,763 157,759 74,565 64,220 448,471 22,275 938,311 9,466,415 851,333 129,722 71,967 38,147 12,126 80,485 34,163 10,684,358 $ 11,622,669 $ 2,050,886 - 63,778 264,620 253,804 42,820 61,465 48,042 2,785,415 1,000,000 140,885 68,916 415,004 816 1,625,621 4,411,036 2,362,025 1,920,710 1,597,471 852,220 1,523,968 3,973,659 252,935) 791,826) 7,211,633 $ 11,622,669 |
% | ||||||
( |
( |
( ( |
( ( |
1 1 1 1 - 4 - 8 82 7 1 1 - - 1 - 92 100 18 - 1 2 2 - 1 - 24 9 1 1 3 - 14 38 20 17 14 7 13 34 2) 7) 62 100 |
The accompanying notes are an integral part of the Parent Company Only Financial Statements.
Chairman: Yuan Hui-Hua
President: Chou Ming-Chung
Accounting Manager: Lin Ya-Ling
183
Aurora Corporation
Parent Company Only Statements of Comprehensive Income For the Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Code Operating revenue (Notes IV, XX, and XXVII) 4110 Sales revenue 4170 Sales returns 4190 Sales discounts and allowances 4000 Total operating revenue 5000 Operating costs (Notes IV, XXI, and XXVII) 5900 Gross profit 5910 Unrealized gains from sales of associates 5920 Realized gains from sales of associates 5950 Realized gross profit Operating expenses (Notes XXI and XXVII) 6100 Selling and marketing expenses 6200 General and administrative expenses 6450 Expected credit losses (or reversal) (Notes IV and VII) 6000 Total operating expenses 6900 Net operating income Non-operating income and expenses (Notes IV, IX, XXI, and XXVII) 7100 Interest income 7190 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit (loss) of associates and joint ventures accounted for using the equity method 7000 Total non-operating income and expenses |
2020 | % 101 1 ) - 100 53 47 2 ) 2 47 21 13 - 34 13 - 3 - 1 ) 37 39 |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 3,199,689 15,836 ) 9,240) 3,174,613 1,692,644 1,481,969 61,664 ) 65,300 1,485,605 660,298 411,772 12 1,072,082 413,523 113 84,225 1,527 ) 26,190 ) 1,179,744 1,236,365 |
Amount $ 3,180,536 17,555 ) 16,047) 3,146,934 1,708,174 1,438,760 63,987 ) 67,034 1,441,807 657,037 396,289 665) 1,052,661 389,146 135 82,504 18,933 ) 24,169 ) 1,182,161 1,221,698 |
% | ||||||
( ( ( ( ( |
( ( ( |
( ( ( ( ( ( |
( ( ( ( |
101 1 ) - 100 54 46 2 ) 2 46 21 13 - 34 12 - 3 1 ) 1 ) 38 39 |
(Continued on the next page)
184
(Continued from the previous page)
| Code 7900 Income before tax 7950 Tax expenses (Notes IV and XXII) 8200 Net Income Other comprehensive income (Notes IV, X, and XIX) 8310 Components that will not be reclassified to profit or loss 8311 Gains (losses) on re-measurements of defined benefit plans (Note XVIII) 8330 Share of other comprehensive income of associates accounted for using the equity method 8349 Income tax related to components that will not be reclassified to profit or loss (Note XXII) 8360 Components that may be reclassified to profit or loss 8361 Exchange differences on translation of financial statements of foreign operations 8370 Share of other comprehensive income of associates accounted for using the equity method 8300 Other comprehensive income, net 8500 Total comprehensive income Earnings per share (Note XXIII) 9710 Basic 9810 Diluted |
2020 | % 52 7) 45 1 ) - 1 - 4 7 11 11 56 |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 1,649,888 211,579) 1,438,309 27,549 ) 1,351 ) 5,510 23,390) 123,736 227,287 351,023 327,633 $ 1,765,942 $ 6.40 $ 6.39 |
Amount $ 1,610,844 236,052) 1,374,792 32,360 ) 6,664 ) 6,472 32,552) 237,073 ) 139,457) 376,530) 409,082) $ 965,710 $ 6.12 $ 6.11 |
% | ||||||
( ( ( ( |
( ( |
( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( |
51 7) 44 1 ) - - 1) 8 ) 4) 12) 13) 31 |
The accompanying notes are an integral part of the Parent Company Only Financial Statements.
Chairman: Yuan Hui-Hua President: Chou Ming-Chung Accounting Manager: Lin Ya-Ling
185
Aurora Corporation
Parent Company Only Statements of Changes in Equity For the Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)
| Code A1 Balance as of January 1, 2019 Appropriation and distribution of earnings for 2018: B1 Legal reserve B5 Cash dividends of common stock C17 Dividends that are not collected before the designated date D1 Net income in 2019 D3 Other comprehensive income after tax in 2019 D5 Total comprehensive income in 2019 M1 Changes in capital reserve from dividends paid to subsidiaries M7 Changes in ownership interests in subsidiaries Q1 Disposal of equity instruments at fair value through other comprehensive income Z1 Balance as of December 31, 2019 Appropriation and distribution of earnings for 2019: B1 Legal reserve B5 Cash dividends of common stock C15 Cash dividends appropriated from capital surplus D1 Net income in 2020 D3 Other comprehensive income after tax in 2020 D5 Total comprehensive income in 2020 M1 Changes in capital reserve from dividends paid to subsidiaries Q1 Disposal of equity instruments at fair value through other comprehensive income Z1 Balance as of December 31, 2020 |
Capital Stock $ 2,362,025 - - - - - - - - - 2,362,025 - - - - - - - - $ 2,362,025 |
Capital surplus $ 1,843,004 - - 7,948 - - - 68,330 1,428 - 1,920,710 - - 47,241 ) - - - 68,330 - $ 1,941,799 |
Retained earnings | Retained earnings | Unappropriated earnings $ 1,751,045 152,300 ) 1,417,215 ) - 1,374,792 32,552) 1,342,240 - - 198 1,523,968 134,244 ) 1,369,975 ) - 1,438,309 23,390) 1,414,919 - 69,391 $ 1,504,059 |
Otherequity Unrealized Gains (Losses) on Financial Assets at Fair Value through Other Comprehensive Income Exchange differences on translation of financial statements of foreign operations ( $ 477,204 ) $ 600,997 - - - - - - - - ( 280,868) ( 95,662) ( 280,868) ( 95,662) - - - - - ( 198) ( 758,072 ) 505,137 - - - - - - - - 143,439 207,584 143,439 207,584 - - - ( 69,391) ($ 614,633) $ 643,330 |
Otherequity Unrealized Gains (Losses) on Financial Assets at Fair Value through Other Comprehensive Income Exchange differences on translation of financial statements of foreign operations ( $ 477,204 ) $ 600,997 - - - - - - - - ( 280,868) ( 95,662) ( 280,868) ( 95,662) - - - - - ( 198) ( 758,072 ) 505,137 - - - - - - - - 143,439 207,584 143,439 207,584 - - - ( 69,391) ($ 614,633) $ 643,330 |
Treasury shares $ 791,826 ) - - - - - - - - - 791,826 ) - - - - - - - - $ 791,826) |
Total Equity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of financial statements of foreign operations ( $ 477,204 ) - - - - ( 280,868) ( 280,868) - - - ( 758,072 ) - - - - 143,439 143,439 - - ($ 614,633) |
||||||||||||||||
| Legal Reserve $ 1,445,171 152,300 - - - - - - - - 1,597,471 134,244 - - - - - - - $ 1,731,715 |
Special Reserve $ 852,220 - - - - - - - - - 852,220 - - - - - - - - $ 852,220 |
|||||||||||||||
( |
( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( |
( ( ( |
( ( ( ( |
$ 7,585,432 - 1,417,215 ) 7,948 1,374,792 409,082) 965,710 68,330 1,428 - 7,211,633 - 1,369,975 ) 47,241 ) 1,438,309 327,633 1,765,942 68,330 - $ 7,628,689 |
The accompanying notes are an integral part of the Parent Company Only Financial Statements.
Chairman: Yuan Hui-Hua
President: Chou Ming-Chung
Accounting Manager: Lin Ya-Ling
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Aurora Corporation
Parent Company Only Statements of Cash Flows For the Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)
| Code Cash flows from operating activities A00010 Income before tax A20010 Adjustments: A20100 Depreciation expenses A20200 Amortization expenses A20300 Expected credit losses (or reversal) A20900 Finance costs A21200 Interest income A22500 Loss on disposal of property, plant, and equipment A22300 Share of profit or loss of subsidiaries, associates, and joint ventures accounted for using the equity method A23100 Loss on disposal of investments A23900 Unrealized gains from associates A24000 Realized gains from associates A29900 Gains on lease modifications A30000 Changes in operating assets and liabilities A31130 Notes receivable A31150 Accounts receivable A31160 Accounts receivable - related parties A31180 Other receivables A31200 Inventories A31240 Other current assets A32125 Contract liabilities A32150 Accounts payable A32180 Other payables A32230 Other current liabilities A32240 Net defined benefit liabilities A33000 Cash generated from operations A33100 Interest received A33300 Interest paid A33500 Income tax paid AAAA Net cash flows generated from operating activities |
2020 $ 1,649,888 247,248 7,490 12 26,183 ( 113 ) 358 ( 1,179,744 ) - 61,664 ( 65,300 ) ( 138 ) ( 2,285 ) 3,732 2,073 ( 263 ) ( 153,599 ) ( 21,749 ) 73,498 68,020 15,761 907 ( 32,552) 701,091 113 ( 26,051 ) ( 87,455) 587,698 |
2019 |
|---|---|---|
| $ 1,610,844 245,057 8,438 ( 665 ) 24,163 ( 135 ) 511 ( 1,182,161 ) 17,949 63,987 ( 67,034 ) - 8,508 13,873 7,776 13,171 ( 173,480 ) 31,503 ( 11,129 ) ( 95,186 ) ( 18,099 ) ( 4,959 ) ( 16,764) 476,168 135 ( 24,621 ) ( 120,720) 330,962 |
(Continued on the next page)
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(Continued from the previous page)
| Code Cash flows from investing activities B01900 Acquisition of long-term investment in shares accounted for using the equity method B02700 Acquisition of property, plant, and equipment B02800 Proceeds from disposal of property, plant, and equipment B03700 Increase in refundable deposits B04500 Acquisition of intangible assets B07600 Dividends received from subsidiaries and associates BBBB Net cash flows from investing activities Cash flows from financing activities C00100 Increase in short-term loans C00500 Increase in short-term notes and bills payable C00600 Decrease in short-term notes and bills payable C03000 Proceeds from guarantee deposits received C04500 Cash dividends paid C04020 Repayment of the principal portion of lease liabilities CCCC Net cash flows used in financing activities EEEE Net increase (decrease) in cash E00100 Cash at beginning of period E00200 Cash at end of period |
2020 $ - ( 17,135 ) 1 ( 6,135 ) ( 5,832 ) 491,341 462,240 232,766 299,655 - 62 ( 1,417,216 ) ( 82,454) ( 967,187) 82,751 90,258 $ 173,009 |
2019 |
|---|---|---|
| $ 150,694 ( 22,206 ) 5 ( 803 ) ( 5,253 ) 591,358 713,795 540,441 - ( 179,987 ) 9 ( 1,417,215 ) ( 80,985) ( 1,137,737) ( 92,980 ) 183,238 $ 90,258 |
The accompanying notes are an integral part of the Parent Company Only Financial Statements.
Chairman: Yuan Hui-Hua
President: Chou Ming-Chung Accounting Manager: Lin Ya-Ling
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Aurora Corporation
Notes to Parent Company Only Financial Statements For the Years Ended December 31, 2020 and 2019 (Amount in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
1. Company History
Aurora Corporation (the Company) was founded in Taipei in October 1965. The main businesses of the Company include the trade, lease, and repair of Multi-Functional Photocopiers (MFPs) and computer equipment and the sales of system furniture.
The Company's shares have been listed on the Taiwan Stock Exchange since August 1991.
The Parent Company Only Financial Statements are presented in the New Taiwan dollar, the Company's functional currency.
2. Date of Authorization for Issuance of the Parent Company Only Financial Statements and Procedures for Authorization
The Parent Company Only Financial Statements have been approved by the Board of Directors on March 16, 2021.
3.
Application of New and Amended Standards and Interpretations
- a. Initial application of the latest Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), International Financial Reporting Interpretations Committee (IFRIC), and Standard Interpretations Committee (SIC) (the "IFRSs") endorsed and issued into effect by the Financial Supervisory Commission (the "FSC").
The application of the latest Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC should not result in major changes in the accounting policies of the Company.
- b. FSC-endorsed IFRSs that are applicable from 2021 onward
| New/Revised/Amended Standards andInterpretations | Effective Date of Issuance by theIASB |
|---|---|
| Amendments to IFRS 4 "Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts" Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 "Interest Rate Benchmark Reform – Phase II" Amendment to IFRS 16 "Covid-19-Related Rent Concessions" |
Effective immediately upon the date of issuance The amendments apply to the annual reporting periods beginning on or after January 1, 2021. The amendments apply to the annual reporting periods beginning on or after June 1, 2020. |
As of the date of authorization of the financial statements, the Company's assessment of the effects of amendments to other standards and interpretations should not cause material effects on the financial conditions and performance.
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- c. Standards issued by the IASB but not yet endorsed and issued into effect by the FSC
Effective Date of Issuance by New/Revised/Amended Standards and Interpretations the IASB (Note 1) Annual Improvements to IFRSs 2018-2020 Cycle January 1, 2022 (Note 2) Amendments to IFRS 3 "Reference to the Conceptual January 1, 2022 (Note 3) Framework" Amendments to IFRS 10 and IAS 28 “Sale or To be determined Contribution of Assets between an Investor and Its Associate or Joint Venture” IFRS 17 "Insurance Contracts" January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IAS 1 "Classify Liabilities as Current January 1, 2023 or Non-current" Amendments to IAS 16 "Property, Plant and January 1, 2022 (Note 4) Equipment - Proceeds before Intended Use" Amendments to IAS 37 "Onerous Contracts - Cost of January 1, 2022 (Note 5) Fulfilling a Contract" Amendments to IAS 1 "Disclosure of Accounting January 1, 2023 (Note 6) Policies" Amendments to IAS 8 "Definition of Accounting January 1, 2023 (Note 7) Estimates"
-
Note 1: Unless otherwise specified, the aforementioned New/Amended/Revised Standards and Interpretations shall be effective for the annual reporting period after the specified dates.
-
Note 2: The amendments to IFRS 9 are applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” are applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” are applied retrospectively for annual reporting periods beginning on or after January 1, 2022.
-
Note 3: The amendments apply to the business combination of which the acquisition date falls on the annual reporting periods beginning on or after January 1, 2022.
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Note 4: These amendments are applied to property, plant, and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
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Note 5: The amendments apply to contracts that will not have been completely fulfilled in the annual period beginning after January 1, 2022.
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Note 6: The amendments prospectively apply to the annual reporting periods beginning on or after January 1, 2023.
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Note 7: The amendments apply to changes in accounting estimates and in accounting policies which take place in the annual reporting periods beginning on or after January 1, 2023.
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As of the date of authorization of the Parent Company Only Financial Statements, the Company has continued to assess the effects of amendments to other standards and interpretations on its financial conditions and performance. Related impacts will be disclosed upon completion of the assessment.
4. Summary of Significant Accounting Policies
- a. Compliance declaration
The Parent Company Only Financial Statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
- b. Preparation basis
The Parent Company Only Financial Statements have been prepared on a historical cost basis, except for net defined benefit liabilities recognized at the present value of defined benefit obligations less fair value of plan assets.
When preparing parent company only financial statements, the Company adopts the equity method for investments in subsidiaries, associates, or joint ventures. In order to align profit or loss, other comprehensive income, and equity from the current year in the Parent Company Only Financial Statements with those attributable to the Company's owners, the differences in accounting treatment with individual and consolidated basis have led to adjustments in "investments accounted for using the equity method", "share of profit or loss of subsidiaries, associates, and joint ventures accounted for using the equity method", "share of other comprehensive income of subsidiary , associates, and joint ventures accounted for using the equity method" and related equity items.
- c. Standards for assets and liabilities classified as current and non-current
Current assets include:
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1) Assets held primarily for trading purposes;
-
2) Assets expected to be realized within 12 months after the balance sheet date; and
-
3) Cash (excluding assets restricted from being exchanged or used to settle a liability for at least 12 months after the balance sheet date).
Current liabilities include:
-
1) Liabilities held primarily for trading purposes;
-
2) Liabilities with settlement within 12 months after the balance sheet date; and
-
3) Liabilities with a repayment schedule that cannot be unconditionally deferred till at least 12 months after the publication of the balance sheet.
All other assets or liabilities that are not specified above are classified as non-current.
- d. Foreign currencies
In the preparation of financial statements, transactions denominated in a currency other than the Company’s functional currency (i.e., foreign currency) are translated into the Company's functional currency by using the exchange rate at the date of the transaction.
Monetary items denominated in foreign currencies are translated at the closing rates on the balance sheet date. Exchange differences arising from settlement or translation of monetary items are recognized in profit or loss in the year in which they arise.
Non-monetary items measured at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. The resulting exchange difference is recognized in profit or loss. For items whose changes in
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fair value are recognized in other comprehensive income, the resulting exchange difference is recognized in other comprehensive income.
Non-monetary items measured at historical cost that are denominated in foreign currencies are translated at the rates of exchange prevailing on the transaction dates and are not re-translated.
In the preparation of the parent company only financial statements, the assets and liabilities of foreign operations (including subsidiaries that operate in a country or currency different from the Company) are translated into the New Taiwan dollar at the closing rate of exchange prevailing on the balance sheet date. Income and expenses are translated at the average rate of the year. The exchange differences arising are recognized in other comprehensive income.
e.
Inventories
Inventories comprise raw materials, work in process, and commodities. Inventory costs are calculated using the weighted average method. Inventories are measured at the lower of cost and net realizable value. The comparison between costs and net realizable values is based on individual items except for the same type of inventory. The net realizable value is the estimated selling price in the ordinary course of business less the estimated cost necessary to make the sale.
- f. Investments in subsidiaries
The Company has adopted the equity method for investments in subsidiaries.
Subsidiaries refer to entities controlled by the Company.
Under the equity method, the investment is initially recognized at cost. The carrying amount of investment is adjusted thereafter for the post-acquisition changes in the Company's share of profit or loss and other comprehensive income and profit distribution of the subsidiaries. In addition, changes in the Company’s share of subsidiaries' other equity are recognized in proportion to its shareholding ratio.
Any excess of the cost of acquisition over the Company's share of the net fair value of the identifiable assets, and liabilities of subsidiaries recognized at the date of acquisition is recognized as goodwill, which is included in the carrying amount of the investment and may not be amortized.
When the Company assesses impairment, the test shall be performed on the basis of cash generating units within the financial statements. The recoverable amount and the carrying amount of cash generating units shall be compared. Subsequently, if the recoverable amount of an asset increases, the recovery of the impairment loss shall be recognized as an advantage, provided that the carrying amount of the asset recovered from the impairment loss shall not exceed the carrying amount of the asset to be amortized if the impairment loss is not recognized. Impairment losses attributable to goodwill shall not be reversed in subsequent periods.
The unrealized profit or loss in downstream transactions between the Company and the subsidiary shall be eliminated in the parent company only financial statements. The gains and losses arising from the countercurrent and side current transactions between the Company and its subsidiaries shall be recognized in the parent company only financial statements only to the extent not related to the Company's equity in the subsidiaries.
-
g.
-
Investments in associates and joint ventures
An associate is an entity over which the Company has significant influence other than a subsidiary or a joint venture. A joint venture is a joint arrangement where the Company and other parties share joint control and net assets.
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The Company accounts for investments in associates and joint ventures using the equity method.
Under the equity method, investments are initially treated at cost and adjusted thereafter for the post-acquisition change in the Company's interest in profit or loss, share in other comprehensive income, and profits of associates and joint ventures. In addition, equity changes in associates and joint ventures are recognized based on the shareholding ratio.
Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable assets, and liabilities of associates and joint ventures recognized at the date of acquisition is recognized as goodwill, which is included in the carrying amount of the investment and may not be amortized. Any excess of the Company's share of the net fair value of the identifiable assets and liabilities over the cost of acquisition is recognized as profit or loss in the current year.
When associates and joint ventures issue new shares and the Company does not subscribe to such shares to the extent that its original shareholding ratio can be changed, the difference is recorded as an adjustment to capital surplus - changes in the net value of shares in associates and joint ventures accounted for using the equity method and other investments accounted for using the equity method. If the amount of ownership interests in associates and joint ventures is not subscribed for or obtained in proportion to the shareholding ratio, the amount of the related assets or liabilities shall be recognized in other comprehensive income. The basis of the accounting treatment is the same as that of the associates and joint ventures. The difference in the balance of the capital reserve accounted for using the equity method shall be recognized in retained earnings.
To assess impairment, the Company has to consider the overall carrying amount (including goodwill) of the investment as a single asset to compare the recoverable and carrying amounts. The cost of impairment identified is to be deemed as part of the carrying amount of the investment. Reversal of the impairment loss is recognized to the extent of subsequent increases in the recoverable amount of investment.
The Company shall cease the use of equity method from the date when its investment is no longer a joint venture. Its retained interest in the joint venture is measured at fair value, and the difference between the fair value and the carrying amount of the investment and the carrying amount of the investment at the date of acquisition of the equity method is included in profit or loss for the current period. In addition, the Company shall account for all the amounts recognized in other comprehensive income in relation to that joint venture on the same basis as would be required if the joint venture had directly disposed of the related assets or liabilities.
Profits and losses in upstream, downstream and side-stream transactions between the Company and associates are recognized in the financial statements only when the profits and losses are irrelevant to the Company's interests in the associates.
- h. Property, plant, and equipment
Property, plant, and equipment shall be recognized at cost and subsequently at cost less accumulated depreciation.
Each significant part of property, plant, and equipment is separately depreciated over its useful life on a straight-line basis. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
When property, plant, and equipment is derecognized, the difference between the net disposal proceeds and the carrying amount of the asset shall be recognized in profit or loss.
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i. Investment property
Investment property is real estate held for rent or capital appreciation or both.
Investment property owned by the Company is measured initially at cost (including transaction costs) and subsequently at cost less accumulated depreciation. Depreciation is recognized on a straight-line basis.
j. Goodwill
The value of goodwill received through business combinations has to be shown as the amount of goodwill recognized on the acquisition date and subsequently evaluated as cost less accumulated impairment loss.
To evaluate impairment, goodwill is distributed among various cash-generating units or cash-generating unit groups ("cash-generating units") which the Company expects to benefit by business combinations.
The cash-generating units that are allocated goodwill will compare the unit's carrying amount and its recoverable amount including goodwill every year (and whenever there are signs of impairment) to evaluate the impairment of the unit. If the goodwill is obtained by the cash-generating unit through a business combination in the current year, an impairment test is to be conducted prior to the end of the current year. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit and then to the other assets of the unit on a pro rata basis based on the carrying amount of each asset in the unit. Impairment loss is considered as loss in the current year. The impairment loss of goodwill shall not be reversed in subsequent periods.
k.
- Intangible assets
1) Separate acquisition
Intangible assets with a limited useful life will be evaluated initially at cost and subsequently at cost less accumulated amortization. Intangible assets will be amortized using the straight-line method within the useful life. The Company will review the estimated useful life, residual value, and depreciation methods at the end of each year at least once a year to deduce the effect of the changes in accounting estimates.
2) Derecognition
When intangible assets are derecognized, the difference between the net disposal proceeds and the carrying amount of the asset shall be recognized in profit or loss of the current year.
- l. Impairment of property, plant, and equipment as well as right-of-use assets, investment property, and intangible assets (excluding goodwill)
On each balance sheet date, the Company reviews the carrying amounts of its property, plant, and equipment as well as right-of-use assets, investment property and intangible assets (excluding goodwill) to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. If it is not possible to determine the recoverable amount for an individual asset, the Company shall estimate the recoverable amount of the asset's cash-generating unit.
The recoverable amount is the fair value minus cost of sales or its value in use, whichever is higher. If the recoverable amount of individual asset or the cash-generating unit is lower than its carrying amount, the carrying amount of the asset or the cash-generating
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unit shall be reduced to the recoverable amount and the impairment loss shall be recognized in profit or loss.
When the impairment loss is subsequently reversed, the carrying amount of the asset or the cash-generating unit will be reduced to the extent of recoverable amount prior to revision, provided the increased carrying amount does not exceed the carrying amount (minus amortization or depreciation) of the asset or of the cash-generating unit not declared as impairment loss in the previous years. A reversal of an impairment loss is recognized immediately in profit or loss.
- m. Financial instruments
Financial assets and financial liabilities shall be recognized in the balance sheets when the Company becomes a party of the financial instrument contract.
When showing the original financial assets and liabilities, if their fair value was not assessed based on profit or loss, it is the fair value plus the cost of transaction, that is, of its acquisition or issuance of the financial assets or financial liabilities. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
- 1) Financial assets
Regular trading of financial assets shall be recognized and derecognized in accordance with trade date accounting.
- a) Types of measurement
Financial assets held by the Company are financial assets at amortized cost.
- Financial assets at amortized cost
When the Company's investments in financial assets match the following two conditions simultaneously, they are classified as financial assets at amortized cost:
-
i. Financial assets are under a business model whose purpose is to hold financial assets and collecting contractual cash flows; and
-
ii. The terms of the contract generate a cash flow on a specified date that is solely for the payment of interest on the principal and the amount of principal outstanding.
After initial recognition, financial assets measured at amortized cost are measured at amortized cost, which equals to gross carrying amount determined by the effective rate method less any impairment loss.
Except for the following two circumstances, interest income is calculated at the value of effective interest rate times the gross carrying amount of financial assets:
-
i. For purchased or originated credit-impaired financial assets, interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of the financial assets.
-
ii. Financial assets that are not credit impairment from purchases or at the time of founding but subsequently become credit impairments shall be calculated by multiplying the effective interest rate in the reporting period after the credit impairment by the cost after the amortization of financial assets.
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- b) Impairment of financial assets
The impairment loss of financial assets at amortized cost is measured by the Company on the balance sheet date based on the expected credit losses.
Allowances shall be appropriated for accounts receivable for expected credit losses for the duration of their existence. A loss allowance for the 12-month expected credit losses is required for a financial asset if its credit risk has not increased significantly since initial recognition. A loss allowance for full lifetime expected credit losses is required for a financial asset if its credit risk has increased significantly since initial recognition.
The expected credit loss is the weighted average credit loss determined by the risk of default. The 12-month expected credit losses represent the expected credit losses arising from the possible default of the financial instrument in the 12 months after the balance sheet date, and the expected credit losses during the lifetime represent the expected credit losses arising from all possible defaults of the financial instrument during the expected existence period.
For the purpose of internal credit risk management, under the premise that the collateral held is not under consideration, the Company determines that there is internal or external information indicating that the debtor cannot settle the debt, which represents that the financial assets have breached the contract.
The impairment loss of all financial assets is reduced based on the allowance account.
- c) Derecognition of financial assets
The Company derecognizes the financial assets when the contractual rights to the cash flow from the said financial assets expire or when the Company transfers almost all the risks and rewards of ownership of the financial assets to other enterprises.
On derecognition of a financial asset measured at amortized cost, the difference between the asset's carrying amount and the sum of the consideration received is recognized in profit or loss.
2) Financial liabilities
- a) Subsequent measurement
Financial liabilities are assessed at amortized cost using the effective interest method.
- b) Derecognition of financial liabilities
When financial liabilities are derecognized, the difference between their carrying amount and the paid consideration (including any transferred non-cash assets or liabilities assumed) shall be recognized in profit or loss.
- n.
Revenue recognition
After the Company identifies its performance obligations in contracts with customers, it shall amortize the transaction costs to each obligation in the contract and recognize revenue upon satisfaction of performance obligations.
- 1) Sales revenue of commodities
Sales revenue of commodities comes from the sale of Multi-Functional Photocopiers (MFPs), fax machines, and telecommunication products. When MFPs, fax machines, and telecommunication products are shipped to the locations designated by the
196
customers, the customers have already obtained the rights to establish the price and usage of the commodities and are primarily liable for the resale of the commodities. The customers shall undertake the related obsolescence risk and the Company will recognize revenue and accounts receivable at that time.
2) Service revenue
Service revenue is derived from the maintenance services of the equipment. Relevant revenue is recognized when services are rendered.
o. Leases
The Company assesses whether the contract is (or includes) a lease on the date of its establishment.
- 1) Where the Company is a lessor:
Under operating leases, lease payments after deducting lease incentives are recognized as revenue on a straight-line basis over the relevant lease term. The initial direct costs arising from acquisition of operating leases is added to the carrying amount of the underlying assets; and an expense is recognized for the lease on a straight line basis over the lease term.
Rental changes in lease agreements that do not depend on indices or rates are recognized income in the period in which they are incurred.
- 2) Where the Company is a lessee:
Except that the lease payments of the low value subject-matter assets and short-term leases applicable to recognition exemption are recognized as expenses on a straight-line basis during the lease period, other leases are recognized as right-of-use assets and lease liabilities on the lease commencement date.
The right-of-use asset is initially measured at cost (including the original measured amount of the lease liability, the lease payment paid before the lease commencement date minus the lease incentive received, the original direct cost and the estimated cost of the recovery target asset), and subsequently measured at cost minus the accumulated depreciation and the accumulated impairment loss and adjusted for the remeasurement of the lease liability. A right-of-use asset is separately presented on the balance sheets.
The right-of-use assets shall be depreciated on a straight-line basis from lease commencement date to the end of the useful life or the end of the lease term.
Lease liabilities are initially measured at the present value of lease payments (including fixed payments; in-substance fixed payments; variable lease payments that are determined by an index or a rate; amounts expected to be paid by the lessee under residual value guarantees; the exercise price of a purchase option when it is reasonably certain to exercise the option; and penalties for terminating the lease reflected in the lease term; less any lease incentives receivable). If the implicit interest rate of lease is easy to determine, the interest rate is used to discount the lease payment. If the interest rate is not easy to determine, the lessee's incremental borrowing rate shall be used.
Subsequently, the lease liability is measured on the basis of amortized cost using the effective interest method, and the interest expense is apportioned during the lease period. If the assessments on lease terms, amounts expected to be paid under residual value guarantees and purchase option of the underlying assets; or changes in the index or rate which determines the lease payments result in changes in future lease payments, the Company would remeasure the lease liabilities with a corresponding
197
adjustment on the right-of-use assets. However, if the carrying amount of right-of-use assets has been reduced to zero, the remaining remeasurement amount is recognized in profit or loss. With regard to changes in leases that are not considered separate leases, the remeasurement of lease liabilities as a result of the decrease in the scope of the lease refers to the reduction in right-of-use assets, with the recognition of the gains or losses on partial or complete termination of the lease. The remeasurement of lease liabilities as a result of other amendments refers to the adjustment in right-of-use assets. Lease liabilities are expressed separately in the balance sheets.
p.
Benefits after retirement
Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.
The costs of defined benefits under the defined benefit pension plan (including service cost, net interest, and the remeasurement amount) are calculated based on the projected unit credit method. The cost of services (including the cost of services of the current and previous periods) and the net interest of the net defined benefit liabilities are recognized as employee benefit expenses. The remeasurement amount (including actuarial gains and losses (assets) and the return on plan assets after deducting interest) is recognized in other comprehensive income and presented in retained earnings when it occurs or when the plan is revised or reduced. It shall not be reclassified to profit or loss in subsequent periods.
Net defined benefit liabilities are the deficit of the contribution made according to the defined benefit pension plan.
q.
Income tax
Income tax expenses are the sum of the tax in the current year and deferred income tax.
- 1) Income tax in the current year
The current income tax payable is calculated based on the taxable income in the current year. A portion of the income and expenses is taxable or deductible in other periods or is not taxable or deductible under the relevant tax laws. Therefore, the taxable income differs from the net income reported in the parent company only statements of comprehensive income. The Company's current income tax liabilities are based on the statutory tax rate on the balance sheet date.
A tax is levied on the unappropriated earnings pursuant to the Income Tax Act of the Republic of China and is recorded as an income tax expense in the year when the shareholders' meeting resolves to appropriate the earnings.
Adjustments to prior year income taxes are shown in the taxes of the current year.
2) Deferred income tax
Deferred income tax is calculated based on the temporary difference between the carrying amount of the assets and liabilities and the taxable basis of the taxable income. Deferred income tax liabilities are generally recognized for all taxable temporary differences and deferred income tax assets are recognized when there are likely taxable income for the deducting temporary differences.
Deferred income tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. For deductible temporary differences associated with such investment and equity, when it is probable that
198
sufficient taxable income will be available to realize such temporary difference, a deferred tax asset is recognized, but only to the extent of the amount that is expected to be reversed in the foreseeable future.
The carrying amount of the deferred income tax assets is re-examined at each balance sheet date and the carrying amount is reduced for assets that are no longer likely to generate sufficient taxable income to recover all or part of the assets.
Deferred income tax assets and liabilities are measured at the tax rate of the period of expected repayment of liabilities or realization of assets. The rate is based on the tax rate and tax laws that have been enacted prior to the balance sheet date or have been substantially legislated. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the balance sheet date, to recover or settle the carrying amount of its assets and liabilities.
- 3) Current and deferred income taxes
Current income tax and deferred income tax are recognized in profit or loss except for those related to items recognized in other comprehensive income that shall be recognized in other comprehensive income.
5. Primary Sources of Uncertainties in Material Accounting Judgments, Estimates, and Assumptions
When the Company adopts accounting policies, the management must make judgments, estimates, and assumptions based on historical experience and other critical factors for related information that are not readily available from other sources. Actual results may differ from these estimates.
The Company takes into account the economic impact of the COVID-19 outbreak in its significant accounting judgments and the management will constantly review the estimates and basic assumptions. If an amendment of estimates only affects the current period, it shall be recognized in the period of amendment; if an amendment of accounting estimates affects the current year and future periods, it shall be recognized in the period of amendment and future periods.
After reviewing the accounting policies, estimates, and assumptions adopted by the Company, the management found no material uncertainties.
6. Cash
| Cash | ||||
|---|---|---|---|---|
| Cash on hand and working capital Checks and demand deposits in banks |
December 31, 2020 | December 31, 2019 | ||
| $ 2,320 170,689 $ 173,009 |
$ 2,310 87,948 $ 90,258 |
7. Notes Receivable, Accounts Receivable, and Other Receivables
| Notes receivable Measured at amortized cost Total carrying amount Less: loss allowance |
December 31, 2020 | December 31, 2020 | December 31, 2019 | December 31, 2019 |
|---|---|---|---|---|
| $ 83,048 - $ 83,048 |
$ 80,763 - $ 80,763 |
(Continued on the next page)
199
(Continued from the previous page)
| Accounts receivable Measured at amortized cost Total carrying amount Less: loss allowance Accounts receivable-related parties Measured at amortized cost Total carrying amount Less: loss allowance Other receivables Rent collected Related parties Others Overdue receivables Overdue receivables Less: loss allowance |
December 31, 2020 | December 31, 2020 | December 31, 2019 | December 31, 2019 |
|---|---|---|---|---|
( ( |
$ 155,531 1,516) $ 154,015 $ 72,492 - $ 72,492 $ 41,525 8,184 14,774 $ 64,483 $ 2,995 2,995) $ - |
( ( |
$ 159,354 1,595) $ 157,759 $ 74,565 - $ 74,565 $ 46,481 7,719 10,020 $ 64,220 $ 3,128 3,128) $ - |
a. Accounts receivable
The Company's credit period for commodity sales averages 60~90 days. To minimize credit risk, the management of the Company has delegated a team responsible for taking other monitoring measures to ensure that follow-up action is taken to recover overdue debts. The Company will also review recoverable amount of receivable on balance sheet date to ensure unrecoverable receivables are listed in impairment loss. As such, the management concludes that the credit risk of the Company is significantly reduced.
The Company adopts the simplified approach as stipulated in IFRS 9 and recognizes loss allowances for accounts receivables based on the lifetime expected credit losses. The lifetime expected credit losses are calculated based on a provision matrix that takes into account the default history and current financial position of customers, as well as the GDP forecast. Due to the historical experience of credit losses of the Company, there is no significant difference in the loss patterns of different customer groups. Therefore, the provision matrix does not further distinguish the customer base, and only sets the expected credit loss rate based on the overdue days of accounts receivable.
The Company writes off accounts receivable when there is information indicating that the debtor is experiencing severe financial difficulty and there is no realistic prospect of recovery of the receivables. For accounts receivable that have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
200
Loss allowances for accounts receivable based on the provision matrix are as follows: December 31, 2020
Expected credit loss rate Total carrying amount Allowance for loss (expected credit losses during the period) Amortized cost December 31, 2019 |
Not Past Due 0.15% $ 153,221 ( 230) $ 152,991 Not Past Due 0.28% $ 150,723 ( 423) $ 150,300 |
1 to 90 Days Past Due 55.51% $ 2,302 1,278) $ 1,024 1 to 90 Days Past Due 12.59% $ 8,533 1,074) $ 7,459 |
More than 91 Days Past Due 100% $ 8 ( 8) $ - More than 91 Days Past Due 100% $ 98 ( 98) $ - |
Total | ||
|---|---|---|---|---|---|---|
( |
( |
$ 155,531 1,516) $ 154,015 Total |
||||
Expected credit loss rate Total carrying amount Allowance for loss (expected credit losses during the period) Amortized cost |
||||||
( |
( |
( |
( |
$ 159,354 1,595) $ 157,759 |
Changes in loss allowances for receivables (accounts receivable and overdue receivables) are as follows:
| Beginning balance Add: (reversed) impairment loss in the current period Less: write-off in the current year Ending balance |
2020 | 2019 | |
|---|---|---|---|
( |
$ 4,723 12 224) $ 4,511 |
$ 7,653 ( 665 ) ( 2,265) $ 4,723 |
b. Other receivables
Rent was received from the lessee by the Company on behalf of the related party.
201
8. Inventories
| Inventories | ||||
|---|---|---|---|---|
| Commodities Office automation products, office supplies, and computer equipment System furniture Raw materials Work in process Goods in Transit |
December 31, 2020 | December 31, 2019 | ||
| $ 244,376 227,092 16,301 7,824 7,953 $ 503,546 |
$ 239,530 172,779 11,027 3,973 21,162 $ 448,471 |
The costs of goods sold related to inventories for the years ended December 31, 2020 and 2019 were NT$1,556,713 thousand (including NT$1,206 thousand of inventory falling price loss) and NT$1,573,700 thousand, respectively.
9. Investments Accounted for Using the Equity Method
| December 31, 2020 December 31, 2019 Investments in subsidiaries $8,419,245 $7,322,083 Investments in associates 2,157,211 2,144,332 $10,576,456 $9,466,415 a. Investments in subsidiaries December 31, 2020 December 31, 2019 Unlisted companies Aurora (Bermuda) Investment Ltd. $7,063,743 $6,137,168 Aurora Office Automation Corporation 1,076,067 888,446 General Integration Technology Co., Ltd. 129,128 132,697 KM Developing Solutions Co., Ltd. 104,947 100,626 Aurora Machinery Equipment (Shanghai) Co., Ltd. 41,076 57,096 Ever Young Biodimension Corporation 4,284 6,050 $8,419,245 $7,322,083 The percentage of ownership, equities, and voting rights of the Company in subsidiaries as of the balance sheet date are as follows: December 31, 2020 December 31, 2019 Aurora (Bermuda) Investment Ltd. 88.04% 88.04% Aurora Office Automation Corporation 91.13% 91.13% General Integration Technology Co., Ltd. 55.00% 55.00% KM Developing Solutions Co., Ltd. 70.00% 70.00% Aurora Machinery Equipment (Shanghai) Co., Ltd. 70.00% 70.00% Ever Young Biodimension Corporation 26.00% 26.00% |
December 31, 2020 | December 31, 2019 |
|---|---|---|
| $8,419,245 2,157,211 $10,576,456 December 31, 2020 |
$7,322,083 2,144,332 $9,466,415 December 31, 2019 |
|
88.04% 91.13% 55.00% 70.00% 70.00% 26.00% |
88.04% 91.13% 55.00% 70.00% 70.00% 26.00% |
The percentage of ownership, equities, and voting rights of the Company in subsidiaries as of the balance sheet date are as follows:
202
The Company's shareholding in Ever Young Biodimension Corporation is 26%, and General Integration Technology Co., Ltd. holds 25% of Ever Young Biodimension Corporation's shares, totaling over 50% of the voting rights of Ever Young Biodimension Corporation. As the Company has control over Ever Young Biodimension Corporation, it is classified as a subsidiary.
The profit or loss and other comprehensive income of investments accounted for using the equity method and the Company’s share in these investments were calculated based on the financial statements audited by the CPAs, except for Aurora Machinery Equipment (Shanghai) Co., Ltd. However, the Company's management believed that the unaudited financial statements of Aurora Machinery Equipment (Shanghai) Co., Ltd. would not lead to significant adjustments.
b. Investments in associates
| to significant adjustments. Investments in associates |
||||
|---|---|---|---|---|
| Significant associates Listed companies Huxen Corporation Individually insignificant associates Unlisted companies Aurora Development Corp. Aurora Telecom Co., Ltd. |
December 31, 2020 | December 31, 2019 | ||
| $1,427,127 496,580 233,504 $2,157,211 |
$1,421,769 466,468 256,095 $2,144,332 |
The percentage of ownership, equities, and voting rights of the Company in associates on the balance sheet date are as follows:
| Name of Company Huxen Corporation Aurora Development Corp. Aurora Telecom Co., Ltd. |
December 31, 2020 | December 31, 2019 |
|---|---|---|
| 32.53% 46.67% 30.40% |
32.53% 46.67% 30.40% |
Please refer to Note XXXII (Table 6) for the aforementioned associates' nature of business, main business premises, and countries of registration.
The profit or loss and other comprehensive income of investments accounted for using the equity method and the Company’s share in these investments were calculated based on the financial statements audited by the CPAs, except for Aurora Telecom Co., Ltd. However, the management believed that the unaudited financial statements of Aurora Telecom Co., Ltd. would not lead to significant adjustments.
Fair values (Level 1) of investments in associates with open market quotations are summarized as follows:
| summarized as follows: | ||||
|---|---|---|---|---|
| Name of Company Huxen Corporation |
December 31, 2020 | December 31, 2019 | ||
| $2,421,045 | $2,641,995 |
All the aforementioned associates are accounted for using the equity method.
The summary of financial information below is based on individual associates’ financial statements prepared in accordance with the IFRSs for which adjustments have been made in the Consolidated Financial Statements due to the use of the equity method.
203
Huxen Corporation
| Huxen Corporation | ||
|---|---|---|
| Current assets Non-current assets Current Liabilities Non-current Liabilities Equity The Company's shareholding ratio |
December 31, 2020 | December 31, 2019 |
| $1,232,685 4,880,103 ( 1,213,982 ) (718,985) $4,179,821 32.53% |
$1,285,337 4,819,103 ( 1,118,054 ) (811,928) $4,174,458 32.53% |
| Interests of the Company Unrealized gains (losses) on transactions with investees Goodwill Investment carrying amount Operating revenue Net Income Other comprehensive income Total comprehensive income Dividends received from the associate |
December 31, 2020 | December 31, 2020 | December 31, 2019 | December 31, 2019 |
|---|---|---|---|---|
| $1,359,695 ( 92,357 ) 159,789 $1,427,127 2020 |
$1,357,951 ( 95,993 ) 159,811 $1,421,769 2019 |
|||
( |
$1,409,767 $ 568,211 13,763) $ 554,448 $ 178,640 |
( |
$1,404,678 $ 611,951 254,151) $ 357,800 $ 164,537 |
Information on individually insignificant associates is summarized below:
| The Company's share of: Net income Other comprehensive income Total comprehensive income |
2020 | 2019 | |
|---|---|---|---|
| $ 386 10,385 $ 10,771 |
( $ 9,383 ) 9,055 ($ 328) |
c. Investments in joint ventures
According to the joint venture agreement signed between the Company and Fursys (South Korea), both parties shall jointly establish and control Aurora Home, whose main business activity is to produce and sell furniture. According to the joint venture agreement, the Company hold 50% of the shares. On July 1, 2019, subsidiary Aurora (China) Co., Ltd. acquired 50% of the shares of Fursys from the Company at NT$150,694 thousand. The loss on disposal of the share of investments in joint ventures accounted for using the equity method, NT$17,949 thousand, was recognized in other gains and losses.
204
-
d. Share of profit or loss and other comprehensive income of subsidiaries, associates, and joint ventures accounted for using the equity method are as follows:
-
1) Share of profit or loss of subsidiaries, associates, and joint ventures accounted for using the equity method
| Aurora (Bermuda) Investment Ltd. Aurora Office Automation Corporation General Integration Technology Co., Ltd. KM Developing Solutions Co., Ltd. Aurora Machinery Equipment (Shanghai) Co., Ltd. Ever Young Biodimension Corporation Huxen Corporation Aurora Development Corp. Aurora Telecom Co., Ltd. Aurora Home Furniture Co., Ltd. |
2020 | 2020 | 2020 | 2019 | 2019 | 2019 |
|---|---|---|---|---|---|---|
| Profit or Loss of Investee $ 827,357 279,885 ( 702 ) 32,174 ( 23,720 ) ( 6,777 ) 568,211 49,233 ( 74,310 ) - |
Investment Profit or Loss Recognized by the Company |
Profit or Loss of Investee $ 798,389 321,629 5,611 28,691 ( 23,244 ) ( 22 ) 611,951 6,798 ( 37,648 ) 21,697 |
Investment Profit or Loss Recognized by the Company |
|||
( ( ( ( |
$ 803,422 187,333 388 ) 22,521 16,603 ) 1,766 ) 184,839 22,977 22,591 ) - $ 1,179,744 |
( ( ( |
$ 754,114 228,076 3,086 20,085 16,271 ) 5 ) 199,067 3,165 12,548 ) 3,392 $ 1,182,161 |
- 2) Share of other comprehensive income of subsidiaries, associates, and joint ventures accounted for using the equity method
| Aurora (Bermuda) Investment Ltd. Aurora Office Automation Corporation General Integration Technology Co., Ltd. Aurora Machinery Equipment (Shanghai) Co., Ltd. Huxen Corporation Aurora Development Corp. Aurora Home Furniture Co., Ltd. |
2020 | 2020 | 2020 | 2019 | 2019 | 2019 |
|---|---|---|---|---|---|---|
| Other Comprehensive Income of Investee |
Other Comprehensive Income Recognized by the Company |
Other Comprehensive Income of Investee ( $ 280,999 ) ( 157,716 ) ( 947 ) ( 3,858 ) ( 254,151 ) 19,402 25,026 |
Other Comprehensive Income Recognized by the Company |
|||
| $ 139,883 226,340 250 834 ( 13,763 ) 22,251 - |
( |
$ 123,153 219,929 98 583 4,476 ) 10,385 - $ 349,672 |
( ( ( ( ( ( |
$ 247,360 ) 71,981 ) 520 ) 2,226 ) 82,675 ) 9,055 12,513 $ 383,194) |
205
| 10. Property, Plant, and Equipment For self-use Operating lease a. For self-use Self-owned Land Cost Balance as of January 1, 2020 $424,697 Addition - Inventories transferred to property, plant, and equipment - Disposal and obsolescence - Balance as of December 31, 2020 424,697 Accumulated depreciation Balance as of January 1, 2020 - Depreciation expenses - Disposal and obsolescence - Balance as of December 31, 2020 - Net amount as of December 31, 2020 $424,697 |
December 31, 2020 $ 558,613 244,439 $ 803,052 Housing and Construction Machinery $174,144 $ 54,638 - 7,444 - ( 588) ( 990) 173,556 61,092 111,112 25,623 4,005 6,209 ( 588) ( 990) 114,529 30,842 $ 59,027 $ 30,250 |
December 31, 2020 | December 31, 2019 $ 570,827 280,506 $ 851,333 Office Equipment Total $106,901 $760,380 9,691 17,135 715 715 19,449) (21,027) 97,858 757,203 52,818 189,553 19,850 30,064 19,449) (21,027) 53,219 198,590 $ 44,639 $558,613 |
December 31, 2019 $ 570,827 280,506 $ 851,333 Office Equipment Total $106,901 $760,380 9,691 17,135 715 715 19,449) (21,027) 97,858 757,203 52,818 189,553 19,850 30,064 19,449) (21,027) 53,219 198,590 $ 44,639 $558,613 |
December 31, 2019 $ 570,827 280,506 $ 851,333 Office Equipment Total $106,901 $760,380 9,691 17,135 715 715 19,449) (21,027) 97,858 757,203 52,818 189,553 19,850 30,064 19,449) (21,027) 53,219 198,590 $ 44,639 $558,613 |
|
|---|---|---|---|---|---|---|
( ( |
( ( |
( ( |
$760,380 17,135 715 21,027) 757,203 189,553 30,064 21,027) 198,590 $558,613 |
206
| Cost Balance as of January 1, 2019 Addition Inventories transferred to property, plant, and equipment Disposal and obsolescence Balance as of December 31, 2019 Accumulated depreciation Balance as of January 1, 2019 Depreciation expenses Disposal and obsolescence Balance as of December 31, 2019 Net amount as of December 31, 2019 |
Self-owned Land $424,697 - - - 424,697 - - - - $424,697 |
Housing and Construction $174,144 - - - 174,144 107,107 4,005 - 111,112 $ 63,032 |
Machinery $ 50,423 4,215 - - 54,638 20,032 5,591 - 25,623 $ 29,015 |
Office Equipment $ 96,642 17,991 1,334 9,066) 106,901 40,919 20,952 9,053) 52,818 $ 54,083 |
Total | ||||
|---|---|---|---|---|---|---|---|---|---|
( ( |
( ( |
$745,906 22,206 1,334 9,066) 760,380 168,058 30,548 9,053) 189,553 $570,827 |
No indication of impairment was identified in 2020 and 2019.
Depreciation expenses are calculated on a straight-line basis according to the following durable years:
| ars: | ars: | |
|---|---|---|
| Housing and Construction | ||
| Warehouses | 20 years | |
| Plants and buildings | 40~55 years | |
| Mechanical and |
electrical | |
| engineering | 25~30 years | |
| Housing improvements | 30~34 years | |
| Machinery | ||
| Monitoring instruments | and water | |
| softeners | 2~15 years | |
| Air compressors | 16 years | |
| Office Equipment | 1~15 year(s) |
207
b. Operating leases - office equipment
| Cost Beginning balance Inventories transferred to property, plant, and equipment Property, plant, and equipment transferred to inventories Disposal and obsolescence Ending balance Accumulated depreciation Beginning balance Depreciation expenses Property, plant, and equipment transferred to inventories Disposal and obsolescence Ending balance Ending net amount |
2020 | 2019 |
|---|---|---|
| $ 803,664 104,560 ( 42,856 ) ( 88,286) 777,082 523,158 133,517 ( 36,105 ) ( 87,927) 532,643 $ 244,439 |
$ 798,615 181,526 ( 56,906 ) ( 119,571) 803,664 557,210 132,390 ( 47,374 ) ( 119,068) 523,158 $ 280,506 |
For the Company's MFPs through operating leases, the lease period is 1 to 5 year(s). Lessees do not have preferential rights to acquire the MFPs at the expiration of the lease period.
The total lease payments (excluding revenue from printing services) to be received in the future for operating leases are as follows:
| future for operating leases are as follows: | |||
|---|---|---|---|
Year 1 Year 2 Year 3 Year 4 Year 5 |
December 31, 2020 $ 21,846 13,907 10,150 2,526 1,123 $ 49,552 |
December 31, 2019 | |
| $ 21,944 14,080 8,391 6,050 524 $ 50,989 |
Depreciation expenses are calculated on a straight-line basis according to the following durable years:
Leased assets (MFPs) Used MFPs 1~2 year(s) New MFPs 3~5 years
- c. For the amount of property, plant, and equipment pledged as collateral, please refer to Note XXVIII.
208
11. Lease Agreements
a. Right-of-use assets
| e Agreements Right-of-use assets |
|||||
|---|---|---|---|---|---|
Cost Balance as of January 1, 2020 Addition Disposal and obsolescence Balance as of December 31, 2020 Accumulated depreciation Balance as of January 1, 2020 Depreciation expenses Disposal and obsolescence Balance as of December 31, 2020 Net amount as of December 31, 2020 Cost Balance as of January 1, 2019 Addition Disposal and obsolescence Balance as of December 31, 2019 Accumulated depreciation Balance as of January 1, 2019 Depreciation expenses Disposal and obsolescence Balance as of December 31, 2019 Net amount as of December 31, 2019 |
Land and Buildings $ 175,368 123,154 ( 92,049) 206,473 58,242 71,272 ( 60,235) 69,279 $ 137,194 $ 156,495 50,585 ( 31,712) 175,368 - 70,607 ( 12,365) 58,242 $ 117,126 |
Transportation Equipment $ 19,158 21,582 7,522) 33,218 6,562 11,921 6,847) 11,636 $ 21,582 $ 9,760 14,007 4,609) 19,158 - 11,037 4,475) 6,562 $ 12,596 |
Total | ||
( ( ( ( |
( ( ( ( |
( ( ( ( |
$ 194,526 144,736 99,571) 239,691 64,804 83,193 67,082) 80,915 $ 158,776 $ 166,255 64,592 36,321) 194,526 - 81,644 16,840) 64,804 $ 129,722 |
209
b. Lease liabilities
| Lease liabilities | |
|---|---|
| December 31, 2020 Carrying amount of lease liabilities Current $ 73,819 Non-current $ 86,217 Ranges of discount rates for lease liabilities are as follows: December 31, 2020 Land and Buildings 0.783%~0.789% Transportation Equipment 0.783%~0.789% |
December 31, 2019 |
| $ 61,465 $ 68,916 December 31, 2019 |
|
| 0.783% 0.783% |
- c. Major lease activities and terms
The Company leases land, buildings, and transportation equipment for operations, and the lease term is between 1 to 6 year(s). When the lease term ends, the Company has no preferential rights to purchase the leased vehicles and business premises.
d. Other lease information
For agreements on operating leases for the leasing out of property, plant, and equipment and investment property, please refer to Notes X and XII.
| 2020 | 2019 | ||
|---|---|---|---|
| Short-term lease expenses | ($ 2,471) | ($ | 2,118) |
| Total cash flows on lease | |||
-Repayment of lease |
|||
| liabilities | ( $ 82,454 ) | ( $ | 80,985 ) |
-Interest expenses paid |
( 1,135) |
( |
1,161) |
| ($ 83,589) | ($ | 82,146) |
The Company selects to apply the recognition exemptions to leases of parking spaces that qualify as short-term leases and cloud service platforms. Consequently, the Company does not recognize any right-of-use assets or lease liabilities for the said leases.
210
12. Investment Properties
| Cost Beginning balance Ending balance Accumulated depreciation Beginning balance Depreciation expenses Ending balance Ending net amount |
2020 | Total $84,541 84,541 12,574 474 13,048 $71,493 |
2019 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Land $57,970 57,970 - - - $57,970 |
Housing and Construction $26,571 26,571 12,574 474 13,048 $13,523 |
Land $57,970 57,970 - - - $57,970 |
Housing and Construction $26,571 26,571 12,099 475 12,574 $13,997 |
Total | ||||||
| $84,541 84,541 12,099 475 12,574 $71,967 |
The investment property is subject to a lease term of 2 years. Lessees have no preferential right to purchase the investment property at the end of the lease term.
The total amount of lease payments to be collected in the future for investment property on operating lease is as follows:
| operating lease is as follows: | |||
|---|---|---|---|
| Year 1 Year 2 |
December 31, 2020 $ 3,960 330 $ 4,290 |
December 31, 2019 | |
| $ 295 - $ 295 |
Depreciation expenses are calculated on a straight-line basis according to the following durable years:
Main buildings 55 years
For the amount of investment property pledged as collateral, please refer to Note XXVIII.
The fair value of the investment property was assessed by the management with reference to the prevailing market information as follows:
| Fair value 13. Intangible Assets a. Goodwill Carrying amount Goodwill |
December 31, 2020 $ 85,986 December 31, 2020 $ 38,147 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
| $ 83,854 December 31, 2019 |
|||
| $ 38,147 |
No indication of impairment was identified in 2020 and 2019.
211
b. Other intangible assets
| Cost Beginning balance Addition Disposal and obsolescen ce Ending balance Accumulated amortizati on Beginning balance Amortization expenses Disposal and obsolescen ce Ending balance Ending net amount |
2020 | 2020 | 2019 | 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Trademark Right |
Computer Software |
Total | Trademark Right |
Computer Software |
Total | |||||||
( ( |
$ 2,531 - 1,723) 808 2,469 40 1,723) 786 $ 22 |
( ( |
$30,972 5,832 17,466) 19,338 18,908 7,450 17,466) 8,892 $10,446 |
( ( |
$33,503 5,832 19,189) 20,146 21,377 7,490 19,189) 9,678 $10,468 |
$ 2,531 - - 2,531 2,429 40 - 2,469 $ 62 |
( ( |
$27,349 5,253 1,630) 30,972 12,140 8,398 1,630) 18,908 $12,064 |
( ( |
$29,880 5,253 1,630) 33,503 14,569 8,438 1,630) 21,377 $12,126 |
No indication of impairment was identified in 2020 and 2019.
Amortization expenses are calculated on a straight-line basis over the following useful lives:
Trademark right 20 years Computer Software 1~10 year(s)
14. Other Current Assets
| Other Current Assets | ||||
|---|---|---|---|---|
| Prepayments for goods Prepaid expenses Temporary payments Tax overpaid retained for offsetting the future tax payable |
December 31, 2020 | December 31, 2019 | ||
| $ 34,759 4,189 4,943 133 $ 44,024 |
$ 9,065 7,259 5,951 - $ 22,275 |
212
15. Loans
- a. Short-term loans
| Credit loans Loans for material purchase Credit loans NTD Loans for material purchase USD |
December 31, 2020 $ 2,260,000 23,652 $ 2,283,652 0.69%~0.79% 0.74%~0.81% |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
| $ 2,050,000 886 $ 2,050,886 0.74%~0.85% 2.52% |
-
1) Please refer to Note XXVIII for assets pledged as collateral for the above-mentioned loans.
-
2) Please refer to Note XXIX (II) for guaranteed notes issued to financial institutions.
-
b. Short-term notes and bills payable
The outstanding short-term bills payable as of the balance sheet date are as follows:
December 31, 2020
| December 31, 2020 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Guarantor/Accepting Institution |
Nominal Amount |
Discounted Amount |
Carrying amount |
Interest Rate |
Collateral | ||||||
| Commercial paper payable Taishin International Bank Long-term loans Secured loans Bank loans (1) Unsecured loans Bank loans (2) |
$300,000 | ( | |||||||||
| $ 920,000 80,000 $ 1,000,000 |
-
c. Long-term loans
-
1) Loans are secured by pledge of land and buildings held by the Company (see Note XXVIII), with interest accruing at floating rates and the remaining maturity period of not more than 2 years as of December 31, 2020 and 2019. The rate ranges were 1.00% and 0.90% per annum, respectively. Interest is paid on a monthly basis, and the principal is paid at maturity for subsequent borrowing.
-
2) Unsecured loans are bank loans at floating rates. As of December 31, 2020 and 2019, the rate ranges were 0.85%~1.00% and 0.90% per annum, respectively. Interest is paid on a monthly basis, and the principal is paid at maturity for subsequent borrowing.
16. Accounts Payable
The payment period averages 2 months. The Company has financial risk management policies to ensure that all payables are paid within the pre-agreed credit terms.
213
17. Other Liabilities
- a. Other payables
| r Liabilities Other payables |
||||
|---|---|---|---|---|
| Salaries and bonuses payable Related parties Business taxes payable Holiday benefits payable Others |
December 31, 2020 | December 31, 2019 | ||
| $ 159,053 41,669 17,045 362 51,568 $ 269,697 |
$ 150,438 46,727 12,133 471 44,035 $ 253,804 |
Other payables - related parties are monthly payments of rental collected from lessees by the Company on behalf of related parties.
- b. Other current liabilities
| Other current liabilities | ||||
|---|---|---|---|---|
| Temporary credits Receipts under custody |
December 31, 2020 | December 31, 2019 | ||
| $ 45,876 3,073 $ 48,949 |
$ 45,134 2,908 $ 48,042 |
18. Post-retirement Benefit Plan
- a. Defined contribution plans
The Company adopts a pension plan under the Labor Pension Act, which is a state-managed defined contribution plan. According to the Labor Pension Act, the Company makes monthly contributions to employees' individual pension accounts at 6% of their monthly salaries.
- b. Defined benefit plans
The pension system adopted by the Company under the "Labor Standards Act" is a state-managed defined benefit plan. The payment of the employee's pension is based on the period of service and the average salary of 6 months before the approved retirement date. The Company allocates 2% of employees' monthly salaries respectively to the Supervisory Committee of Labor Retirement Reserve's dedicated account in the Bank of Taiwan as pension reserve funds. The Bureau of Labor Funds, Ministry of Labor administers the account. The Company has no right over its investment and administration strategies.
The amounts of defined benefit plans included in the parent company only balance sheets are as follows:
| are as follows: | ||||
|---|---|---|---|---|
| Present value of defined benefit obligation Fair value of plan assets Net defined benefit liabilities |
December 31, 2020 | December 31, 2019 | ||
( |
$ 446,204 36,203) $ 410,001 |
( |
$ 433,635 18,631) $ 415,004 |
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Changes in net defined benefit liabilities (assets) are as follows:
| January 1, 2020 Service costs Service costs for the current period Service costs for the previous period Interest expenses (income) Recognized in profit or loss Remeasurements Return on plan assets (excluding interest income calculated by a discount rate) Actuarial losses - changes in demographic assumptions Actuarial losses - changes in financial assumptions Actuarial losses - experience adjustments Recognized in other comprehensive income Contribution by the employer Benefits paid on plan assets December 31, 2020 January 1, 2019 Service costs Service costs for the current period Service costs for the previous period Interest expenses (income) Recognized in profit or loss Remeasurements Return on plan assets (excluding interest income calculated by a discount rate) Actuarial losses - changes in demographic assumptions Actuarial losses - changes in financial assumptions Actuarial losses - experience adjustments Recognized in other comprehensive income Contribution by the employer Benefits paid on plan assets December 31, 2019 |
Present value of defined benefit obligation $ 433,635 817 36 3,252 4,105 - 4,777 11,109 12,352 28,238 - 19,774) $ 446,204 $ 435,837 788 261 4,903 5,952 - 5,219 16,784 11,216 33,219 - 41,373) $ 433,635 |
Fair value of plan assets ($ 18,631) - - ( 222) ( 222) ( 689 ) - - - ( 689) ( 36,435 ) 19,774 ($ 36,203) ($ 36,429) - - ( 538) ( 538) ( 859 ) - - - ( 859) ( 22,178 ) 41,373 ($ 18,631) |
Net defined benefit liabilities (assets) |
|
|---|---|---|---|---|
( ( |
$ 415,004 817 36 3,030 3,883 ( 689 ) 4,777 11,109 12,352 27,549 ( 36,435 ) - $ 410,001 $ 399,408 788 261 4,365 5,414 ( 859 ) 5,219 16,784 11,216 32,360 ( 22,178 ) - $ 415,004 |
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The Company has the following risks owing to the implementation of the pension system under the Labor Standards Act:
-
1) Investment risks: The Bureau of Labor Funds, Ministry of Labor invests the labor pension fund in equity securities, debt securities, and bank deposits in domestic (foreign) banks through independent implementation and commissioned operations. However, the distributed amount from the plan assets received by the Company shall not be lower than interest on a two-year time deposit at a local bank.
-
2) Interest rate risk: The decrease in the interest rate of government bonds/corporate bonds will increase the present value of defined benefit obligations, but the yield on debt investment of plan assets will also increase accordingly, which will partially offset the impact on net defined benefit liabilities.
-
3) Salary risk: The present value of defined benefit obligations is calculated with reference to future salaries of plan members. Therefore, the salary increase of plan members will increase the present value of the defined benefit obligation.
The present value of the Company's defined benefit obligations is calculated by certified actuaries and the major assumptions on the assessment date are as follows:
| 3) Salary risk: The present value of defined benefit obligations is calculated with reference to future salaries of plan members. Therefore, the salary increase of plan members will increase the present value of the defined benefit obligation. The present value of the Company's defined benefit obligations is calculated by certified actuaries and the major assumptions on the assessment date are as follows: |
3) Salary risk: The present value of defined benefit obligations is calculated with reference to future salaries of plan members. Therefore, the salary increase of plan members will increase the present value of the defined benefit obligation. The present value of the Company's defined benefit obligations is calculated by certified actuaries and the major assumptions on the assessment date are as follows: |
3) Salary risk: The present value of defined benefit obligations is calculated with reference to future salaries of plan members. Therefore, the salary increase of plan members will increase the present value of the defined benefit obligation. The present value of the Company's defined benefit obligations is calculated by certified actuaries and the major assumptions on the assessment date are as follows: |
3) Salary risk: The present value of defined benefit obligations is calculated with reference to future salaries of plan members. Therefore, the salary increase of plan members will increase the present value of the defined benefit obligation. The present value of the Company's defined benefit obligations is calculated by certified actuaries and the major assumptions on the assessment date are as follows: |
3) Salary risk: The present value of defined benefit obligations is calculated with reference to future salaries of plan members. Therefore, the salary increase of plan members will increase the present value of the defined benefit obligation. The present value of the Company's defined benefit obligations is calculated by certified actuaries and the major assumptions on the assessment date are as follows: |
|---|---|---|---|---|
| December 31, 2020 December 31, 2019 Discount rate 0.500% 0.750% Average long-term salary adjustment rate 2.000% 2.000% If changes occur in major actuarial assumptions with other assumptions unchanged, the present value of defined benefit obligations will increase (decrease) as follows: December 31, 2020 December 31, 2019 Discount rate Increase by 0.25% ( $ 11,220) ( $ 11,406) Decrease by 0.25% $ 11,629 $ 11,836 Expected salary increase rate Increase by 0.25% $ 11,253 $ 11,468 Decrease by 0.25% ( $ 10,951) ( $ 11,111) |
||||
| ( ( |
$ 11,220) $ 11,629 $ 11,253 $ 10,951) |
( ( |
$ 11,406) $ 11,836 $ 11,468 $ 11,111) |
As actuarial assumptions may be related to one another, the likelihood of fluctuation in a single assumption is not high. Therefore, the aforementioned sensitivity analysis may not reflect the actual fluctuations of the present value of defined benefit obligations.
| Expected amount of contribution within 1 year Average duration of defined benefit obligations |
December | 31, 2020 | December | 31, 2019 |
|---|---|---|---|---|
| $ 21,396 10.2 years |
$ 21,960 10.7 years |
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19. Equity
- a. Capital stock
Common stock
| ity Capital stock Common stock |
||||
|---|---|---|---|---|
| Number of shares authorized (in thousands) Share capital authorized Number of shares issued and fully paid (in thousands) Share capital issued Capital surplus May be used to offset deficits, appropriated as cash dividends or transferred to capital (1) Premium on conversion of corporate bonds Treasury share transactions Donations Disposal of the Company's shares by subsidiaries recognized as treasury share transactions May only be used to offset deficits Recognized value of changes in equity of ownership of subsidiaries (2) Dividends that are not collected before the designated date Cash dividends received from the Company for shares of the Company held by subsidiaries May not be used for any purpose Employees stock option |
December 31, 2020 | December 31, 2019 | ||
| 500,000 $ 5,000,000 236,202 $ 2,362,025 December 31, 2020 |
500,000 $ 5,000,000 236,202 $ 2,362,025 December 31, 2019 |
|||
| $ 1,002,501 3,333 938 54,838 $ 7,913 7,948 824,081 40,247 $ 1,941,799 |
$ 1,049,742 3,333 938 54,838 $ 7,913 7,948 755,751 40,247 $ 1,920,710 |
-
b. Capital surplus
-
1) This type of capital surplus may be used to cover loss or issue cash or replenish capital when there is no loss, but capital replenishment is restricted to the ratio of actual capital stock each year.
-
2) This type of capital surplus recognized as equity transaction effect due to changes in subsidiary equity, when the Company's has not acquired or disposed of subsidiary shares, or as adjustment value of capital surplus from subsidiary recognized by the Company using the equity method.
-
c.
-
Retained earnings and dividend policy
If the Company has a net profit for the current year, it shall first use the profit to pay income taxes and make up for any accumulated losses, and then set aside 10% as a legal capital reserve. Any excessive balance may be reserved or transferred to be a special reserve pursuant to relevant laws. Any remaining balance in retained earnings may be
217
appropriated for dividends in accordance with a proposal for appropriation of earnings as approved by the Board of Directors and submit it to the shareholders' meeting for distribution of shareholder dividends. Please refer to Note XXI (VI) for the employee compensation policy.
The legal reserve may be used to make up for losses. When the Company has no loss, the portion of the legal reserve exceeding 25% of the total paid-in capital may be appropriated in the form of cash, in addition to being transferred to share capital.
The Company appropriates or reserves special reserve in accordance with the Official Letter No. 1010012865 and Official Letter No. 1010047490 issued by the FSC and the directive titled "Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs."
As the industry into which the Company falls is currently in a stage of steady growth, demand for capital has lowered. In the future, operating results will be returned to shareholders as many as possible. In consideration of business development, financial conditions, capital expansion, and shareholders’ equity, the Company will distribute dividends in a combination of stock and cash, where cash dividends will account for more than 10% of the dividends distributed for the year.
The shareholders' meetings which approved the distribution of earnings for years ended December 31, 2019 and 2018 were held on June 10, 2020 and June 12, 2019, respectively; the distributions of earnings are as follows:
| Legal reserve Cash dividends |
Distribution | of Earnings 2018 $ 152,300 1,417,215 |
Dividends Per Share (NT$) | Dividends Per Share (NT$) |
|---|---|---|---|---|
| 2019 $ 134,244 1,369,975 |
2019 $ 5.80 |
2018 | ||
| $ 6.00 |
In addition, the 2020 Annual Shareholders' Meeting approved the distribution of cash dividends (NT$0.2 per share) from capital surplus - stock issuance premium of NT$47,241 thousand.
On March 16, 2021, the Board of Directors proposed the distribution of earnings for the year ended December 31, 2020 as follows:
Legal reserve Cash dividends |
Distribution of Earnings | Dividends Per Share (NT$) |
|---|---|---|
| $ 148,431 1,346,355 |
$ 5.7 |
In addition, the Board of Directors meeting, held on March 16, 2021, proposed distributing cash dividends (NT$0.3 per share) from capital surplus - stock issuance premium of NT$70,861 thousand.
The distribution of earnings for the year ended December 31, 2020 is subject to the resolution in the shareholders' meeting on June 17, 2021.
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| d. Special reserve arising from first-time application of IFRSs Special reserve arising from first-time application of IFRSs is as follows: December 31, 2020 December 31, 2019 Special reserve $ 331,624 $ 331,624 |
d. Special reserve arising from first-time application of IFRSs Special reserve arising from first-time application of IFRSs is as follows: December 31, 2020 December 31, 2019 Special reserve $ 331,624 $ 331,624 |
d. Special reserve arising from first-time application of IFRSs Special reserve arising from first-time application of IFRSs is as follows: December 31, 2020 December 31, 2019 Special reserve $ 331,624 $ 331,624 |
d. Special reserve arising from first-time application of IFRSs Special reserve arising from first-time application of IFRSs is as follows: December 31, 2020 December 31, 2019 Special reserve $ 331,624 $ 331,624 |
d. Special reserve arising from first-time application of IFRSs Special reserve arising from first-time application of IFRSs is as follows: December 31, 2020 December 31, 2019 Special reserve $ 331,624 $ 331,624 |
|---|---|---|---|---|
| $ 331,624 | $ 331,624 |
The amount recorded as cumulative translation adjustments transferred to retained earnings was NT$452,517 thousand. As the increase in retained earnings arising from first-time application of IFRSs was insufficient, special reserve was only set aside for the increase in retained earnings arising from application, NT$331,624 thousand.
Where relevant assets are subsequently used, disposed of or reclassified, the original proportion of special reserve may be reversed for the distribution of earnings. Special reserve that should be set aside upon first-time application of IFRSs may be used to make up losses in subsequent years. Special reserve should be set aside for the deficit until there is a profit in subsequent years and the reasons for the provision of special reserve are resolved.
- e. Other equity items
| resolved. Other equity items |
||
|---|---|---|
| Exchange differences on translation of financial statements of foreign operations Attributable to the Company Associates accounted for using the equity method Unrealized Gains (Losses) on Financial Assets at Fair Value through Other Comprehensive Income Subsidiaries and associates accounted for using the equity method |
December 31, 2020 | December 31, 2019 |
| ( $ 511,130) (103,503) (614,633) 643,330 $ 28,697 |
( $ 634,866) (123,206) (758,072) 505,137 ($ 252,935) |
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- 1) Exchange differences on translation of financial statements of foreign operations
Exchange differences on translation of foreign operations' net assets denominated in functional currencies into the Company's presentation currency (NTD) are directly recognized in other comprehensive income as exchange differences on translation of financial statements of foreign operations. The cumulative exchange differences on translation of financial statements of foreign operations are reclassified to profit or loss upon disposal of foreign operations.
| Beginning balance Incurred this year Exchange differences on translation of foreign operations Share of associates accounted for using the equity method Reclassifications Share of disposal of joint ventures accounted for using the equity method Other Comprehensive Income Ending balance |
2020 | 2019 |
|---|---|---|
| ( $ 758,072 ) 123,736 19,703 143,439 - 143,439 ($ 614,633) |
( $ 477,204 ) ( 249,586 ) ( 43,795) (293,381) 12,513 (280,868) ($ 758,072) |
2) Unrealized gains (losses) on financial assets at fair value through other comprehensive income
| comprehensive income | ||||
|---|---|---|---|---|
| Beginning balance Incurred this year Unrealized gains (losses) Share of subsidiaries and associates accounted for using the equity method Other Comprehensive Income Accumulated gains (losses) on disposal of equity instruments transferred to retained earnings Ending balance |
2020 | 2019 | ||
( |
$ 505,137 207,584 207,584 69,391) $ 643,330 |
( ( ( |
$ 600,997 95,662) 95,662) 198) $ 505,137 |
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- f. Treasury shares
December 31, 2020 December 31, 2019 Shares of the Company held by subsidiaries $ 791,826 $ 791,826
- 1) Information on subsidiaries holding the Company's shares on the balance sheet date is as follows:
| is as follows: | ||||
|---|---|---|---|---|
| Aurora Office Automation Corporation |
December 31, 2020 | |||
| The Company's Shareholding (%) |
Number of Shares (in Thousands) |
Amount of Treasury Shares |
Current Market Value Reason |
|
| 91.13 |
12,496 |
$791,826 |
$1,110,965 To maintain credit and shareholders' equity |
| Aurora Office Automation Corporation |
December 31, 2019 | December 31, 2019 | December 31, 2019 | |
|---|---|---|---|---|
| The Company's Shareholding (%) |
Number of Shares (in Thousands) |
Amount of Treasury Shares |
Current Market Value Reason |
|
| 91.13 | 12,496 | $791,826 |
$1,125,961 To maintain credit and shareholders' equity |
- 2) Treasury shares held by the Company may be neither pledged nor assigned rights such as dividend appropriation and voting rights in accordance with the Securities and Exchange Act. Subsidiaries holding the Company's shares, which are considered treasury shares, are bestowed shareholders’ rights, except for the rights to participate in any share issuance for cash and to vote.
20. Revenue
- a. Breakdown of revenue from contracts with customers
| Product category Office Equipment Office furniture Others Contract balance Notes receivable (Note VII) Accounts receivable (including related parties) (Note VII) Contract liabilities |
2020 | 2019 | ||
|---|---|---|---|---|
| $ 2,005,036 1,098,461 71,116 $ 3,174,613 December 31, 2020 |
$ 2,007,657 1,073,468 65,809 $ 3,146,934 December 31, 2019 |
|||
| $ 83,048 226,507 137,276 |
$ 80,763 232,324 63,778 |
- b. Contract balance
Changes in contract liabilities are mainly due to timing difference between performance obligations and customer payment.
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The amounts of contract liabilities at the beginning of the period and previously fulfilled that were recognized in revenue for the years ended December 31, 2020 and 2019 were NT$62,635 thousand and NT$70,835 thousand, respectively.
21. Net Income
- a. Other income
| ncome Other income |
||||
|---|---|---|---|---|
Rental income-Investment propertiesIncome from consultancy Other income |
2020 | 2019 | ||
| $ 4,076 77,538 2,611 $ 84,225 |
$ 3,690 75,737 3,077 $ 82,504 |
Income from consultancy represents the fees received by the Company from related parties for rendering consulting services.
- b. Other gains and losses
| Other gains and losses | ||
|---|---|---|
| Gains (losses) on disposal of property, plant, and equipment Net foreign exchange gains (losses) Gains on lease modifications Loss on disposal of investments Other expenses |
2020 | 2019 |
( $ 358 ) ( 361 ) 138 - ( 946) ($ 1,527) |
( $ 511 ) ( 8 ) - ( 17,949 ) ( 465) ($ 18,933) |
- c. Finance costs
| Finance costs | ||||
|---|---|---|---|---|
| Interest on bank loans Lease interest Imputed interest on deposits |
2020 | 2019 | ||
| $ 25,048 1,135 7 $ 26,190 |
$ 23,002 1,161 6 $ 24,169 |
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d. Depreciation and amortization expenses
| Property, plant, and equipment Right-of-use assets Investment properties Intangible assets Depreciation expenses by function Operating costs Operating expenses Non-operating income and expenses Amortization expenses by function Operating costs Operating expenses e. Employee benefits Short-term employee benefits Retirement benefits Defined contribution plans Defined benefit plans (Note XVIII) Total employee benefit expenses By function Operating costs Operating expenses |
2020 | 2019 | ||
|---|---|---|---|---|
| $ 163,581 83,193 474 7,490 $ 254,738 $ 142,778 103,996 474 $ 247,248 $ 5 7,485 $ 7,490 2020 |
$ 162,938 81,644 475 8,438 $ 253,495 $ 141,523 103,059 475 $ 245,057 $ 197 8,241 $ 8,438 2019 |
|||
| $ 815,920 34,886 3,883 $ 854,689 $ 41,230 813,459 $ 854,689 |
$ 782,590 34,420 5,414 $ 822,424 $ 41,325 781,099 $ 822,424 |
f. Employee compensation
The Company sets aside 1%~10% of income before tax for a year as employee compensation. Employee compensation for the years ended December 31, 2020 and 2019 was resolved by the Board of directors on March 16, 2021 and March 23, 2020, respectively:
Estimated percentage
| respectively: Estimated percentage |
||
|---|---|---|
| Employee compensation Amount Employee compensation |
2020 | 2019 |
| 1% 2020 |
1% 2019 |
|
| $ 16,750 | $ 16,350 |
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If there is still any change in the amount after the annual financial statements are authorized for issue, the differences shall be treated as a change in accounting estimates in the following year.
The amounts of employee compensation distributed for the years ended December 31, 2019 and 2018 and those recognized in the parent company only financial statements are consistent.
Information on employee compensation resolved by the Board of Directors is available on the "Market Observation Post System" of the Taiwan Stock Exchange Corporation.
22. Income Tax
- a. Income tax recognized in profit or loss Major components of income tax expenses (benefits) are as follows:
| (benefits) are as follows: | |||||
|---|---|---|---|---|---|
| 2020 2019 Current income tax Accrued this year $ 86,969 $ 89,231 Adjustments from previous years 6 27 86,975 89,258 Deferred income tax Accrued this year 124,604 146,794 Income tax expense recognized in profit or loss $ 211,579 $ 236,052 Reconciliation between accounting income and current income tax expenses is as follows: 2020 2019 Income before tax $1,649,888 $1,610,844 Income tax expenses calculated at the statutory rate $ 329,977 $ 322,168 Fees that cannot be deducted from taxes 1 9,404 Tax-exempted income ( 103,837 ) ( 81,459 ) Unrecognized deductible temporary difference ( 14,568 ) ( 14,088 ) Adjustments of current income tax expenses in previous years 6 27 Income tax expense recognized in profit or loss $ 211,579 $ 236,052 |
2020 | 2019 | |||
| $1,649,888 $ 329,977 1 ( 103,837 ) ( 14,568 ) 6 $ 211,579 |
$1,610,844 $ 322,168 9,404 ( 81,459 ) ( 14,088 ) 27 $ 236,052 |
||||
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- b. Income tax recognized in other comprehensive income
| c. | Deferred income tax Accrued this year - remeasurements of defined benefit plans Current income tax liabilities Current income tax liabilities Income tax payable |
2020 | 2019 | ||
|---|---|---|---|---|---|
| ( | $ 5,510) December 31, 2020 |
($ 6,472) December 31, 2019 |
|||
| $ 42,340 | $ 42,820 |
- d. Deferred income tax assets and liabilities
Changes in deferred income tax assets and liabilities are as follows:
2020
| 2020 | ||||||
|---|---|---|---|---|---|---|
| Deferred income tax assets Temporary differences Deferred revenue Loss allowances Loss on inventory write-down Holiday benefits payable Book-tax difference in pensions Defined benefit plans Deferred income tax liabilities Temporary differences Share of profit or loss of subsidiaries accounted for using the equity method Unrealized exchange gains |
Beginning balance $ 19,199 309 1,927 95 19,641 39,314 $ 80,485 $ 140,885 - $ 140,885 |
Recognized in profit or loss ( $ 727 ) ( 35 ) 241 ( 22 ) ( 6,510 ) - ($ 7,053) $ 117,544 7 $ 117,551 |
Recognized in other comprehensive income $ - - - - - 5,510 $ 5,510 $ - - $ - |
Ending balance |
||
| $ 18,472 274 2,168 73 13,131 44,824 $ 78,942 $ 258,429 7 $ 258,436 |
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2019
| 2019 | ||||||
|---|---|---|---|---|---|---|
| Deferred income tax assets Temporary differences Deferred revenue Loss allowances Loss on inventory write-down Holiday benefits payable Book-tax difference in pensions Defined benefit plans Deferred income tax liabilities Temporary differences Share of profit or loss of subsidiaries accounted for using the equity method |
Beginning balance $ 19,808 830 2,037 1,411 22,994 32,842 $ 79,922 $ - |
Recognized in profit or loss ( $ 609 ) ( 521 ) ( 110 ) ( 1,316 ) ( 3,353 ) - ($ 5,909) $ 140,885 |
Recognized in other comprehensive income $ - - - - - 6,472 $ 6,472 $ - |
Ending balance |
||
| $ 19,199 309 1,927 95 19,641 39,314 $ 80,485 $ 140,885 |
- e. Amount of temporary differences in unrecognized deferred income tax liabilities related to investments
As of December 31, 2020 and 2019, the taxable temporary differences related to investments in subsidiaries not recognized as deferred income tax liabilities were NT$785,087 thousand and NT$770,519 thousand, respectively.
- f. Income tax assessment
The Company's corporate income tax returns have been assessed by the Tax Authorities until 2018. There is no difference between the assessment result and the filing.
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23. Earnings per Share
Net income and weighted average number of common shares used for calculation of earnings per share are as follows:
Net Income
| Net Income Shares Weighted average number of common shares used for calculation of basic earnings per share Effect of potentially dilutive common shares: Employee compensation Weighted average number of common shares used for calculation of diluted earnings per share |
2020 | 2019 | ||
|---|---|---|---|---|
| $ 1,438,309 2020 |
$ 1,374,792 Unit: Thousand shares |
|||
| 2019 | ||||
| 224,814 236 225,050 |
224,814 219 225,033 |
If the Company chooses to offer employee compensation or share profits in the form of cash or stock, while calculating diluted earnings per share, and assuming that the compensation is paid in the form of stock, the dilutive potential common shares will be included in the weighted average number of outstanding shares to calculate diluted earnings per share. The dilutive effect of such potential common shares shall continue to be considered when calculating diluted earnings per share before the number of shares to be distributed as employee compensation is approved in the following year.
24. Capital Risk Management
The Company manages capital management under the precondition for sustainable development to ensure that it is able to maximize the benefit for its shareholders by optimizing debt and equity.
The management reviews the capital structure of the Company from time to time in light of the economic environment and business considerations. According to the management's opinions and statutory requirements, the Company balances the overall capital structure through the payment of dividends, issuance of shares, and financing.
25. Information on Cash Flows
The acquisition of property, plant, and equipment by the Company during the years ended December 31, 2020 and 2019 that affected both cash and non-cash items is as follows:
| Inventories transferred to property, plant, and equipment Property, plant, and equipment transferred to inventories |
2020 | 2019 | ||
|---|---|---|---|---|
| $ 105,275 $ 6,751 |
$ 182,860 $ 9,532 |
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26. Financial Instruments
- a. Information on fair value - financial instruments not measured at fair value
The management of the Company considers that the carrying amounts of financial assets and financial liabilities not measured at fair value are close to their fair value.
- b. Category of financial instruments
| Category of financial instruments | ||
|---|---|---|
| Financial assets Financial assets at amortized cost (Note 1) Financial liabilities Measured at amortized cost (Note 2) |
December 31, 2020 | December 31, 2019 |
| $ 587,345 4,010,062 |
$ 501,728 3,407,084 |
-
Note 1: The balance includes cash, accounts receivable, other receivables, refundable deposits, and other financial assets at amortized cost.
-
Note 2: The balance includes short-term loans, short-term notes and bills payable, accounts payable, other payables (excluding employee benefits payable and business tax payable), long-term loans, guarantee deposits received, and other financial liabilities at amortized cost.
-
c.
-
Financial risk management objectives and policies
The main financial instruments of the Company include equity instrument investments, accounts receivable, accounts payable, loans, and lease liabilities. The financial management department of the Company provides services for the business units, coordinates the operation of the domestic financial market, and supervises and manages financial risks related to the operation of the Company by analyzing the internal risk reports of the risks according to the level and scope of risks. Such risk includes market risk (including foreign exchange risk and interest rate risk), credit risk, and liquidity risk.
- 1) Market risk
The main financial risks the Company is exposed to in the business activities are foreign exchange risk and interest rate risk.
Market risk in relation to the Company's financial instruments and its management and measurement approaches remain unchanged.
- a) Foreign exchange risk
For the monetary assets and liabilities of the Company denominated in non-functional currencies on the balance sheet date, please refer to Note XXXI.
Sensitivity analysis
The Company is mainly impacted by the exchange rate fluctuations in USD.
The sensitivity analysis below indicates the amount of decrease/increase in net income before tax arising from foreign exchange losses/gains on net monetary assets and liabilities when the New Taiwan dollar (functional currency) against each foreign currency appreciated by 3% for the years ended December 31, 2020 and 2019. When the New Taiwan dollar depreciated, its impact on net income before tax was the reverse equivalent amount. A sensitivity rate of 3% is used internally when foreign exchange risk is reported to the management. It
228
also represents the management’s assessment on the reasonably possible scope of foreign exchange rates.
| Profit or loss | Impact of USD | Impact of USD |
|---|---|---|
| 2020 | 2019 | |
| $ 641 | $ 27 |
The impact of profit or loss was mainly attributable to the demand deposits and loans for material purchasing denominated in USD that were still outstanding and not hedged in cash flows on the balance sheet date. The Company's sensitivity to the exchange rate of USD increased in the current period due to the increase in the net liability denominated in USD held by the Company.
b)
Interest rate risk
The carrying amounts of financial assets and financial liabilities of the Company exposed to interest rate risk on the balance sheet date are as follows:
| Fair value interest rate risk -Financialliabilities Cash flow interest rate risk -Financial assets-Financialliabilities |
December 31, 2020 | December 31, 2019 |
|---|---|---|
| $ 160,036 160,413 1,000,000 |
$ 130,381 80,348 1,000,000 |
Sensitivity analysis
The sensitivity analysis below is prepared based on the risk exposure of non-derivative instruments to the interest rates at balance sheet date. The rate of change adopted is 25 basis points increase/decrease in the interest rate, which also represents the management's assessment on the reasonably possible scope of the interest rate.
If the interest rate increased or decreased by 25 basis points, the Company's net income before tax in 2020 and 2019 would have decreased or increased by NT$2,099 thousand and NT$2,299 thousand, respectively, with all other variables remaining constant. This is mainly attributable to the exposure to the risks of interest rates of the Company's deposits and long-term loans.
2)
Credit risk
Credit risk refers to risk that causes the financial loss of the Company due to a counterparty's delay in performing contractual obligations. As of the balance sheet date, the Company's largest credit risk exposure from a counterparty's failure to fulfill obligations came from the carrying amount of financial assets recognized in the parent company only balance sheets.
The Company uses publicly obtainable financial information and past transaction records to grade main customers while monitoring its credit risk exposure and credit ratings of the counterparties.
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The Company’s credit risk is concentrated on the top 10 customers, accounting for 10% and 37% of the total accounts receivable as of December 31, 2020 and 2019, respectively.
3) Liquidity risk
The Company supports the operations and reduces the impact of fluctuating cash flows by managing and maintaining sufficient cash. The management of the Company supervises the use of the credit line and ensures compliance with the terms of the loan contracts.
The following tables detail the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Company can be required to repay.
December 31, 2020
| December 31, 2020 | 0 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Weighted Average Effective Rate (%) Non-derivative financial liabilities Zero-interest-bearing liabilities Lease liabilities Variable-rate instruments 0.97% Instruments with fixed interest rates 0.74% December 31, 2019 Weighted Average Effective Rate (%) Non-derivative financial liabilities Zero-interest-bearing liabilities Lease liabilities Variable-rate instruments 0.90% Instruments with fixed interest rates 0.85% |
Weighted Average Effective Rate (%) |
Payment on Sight or within 1 Month |
1~3 Month(s) | 3~12 Months | 1~5 Year(s) | ||||
| $ 201,213 6,527 - 2,059,993 $2,267,733 Payment on Sight or within 1 Month |
$ 217,968 12,965 - 499,655 $ 730,588 1~3 Month(s) |
$ 6,710 53,260 - 23,659 $ 83,629 3~12 Months |
$ 864 84,080 1,000,000 - $1,084,944 1~5 Year(s) |
||||||
Non-derivative financial liabilities Zero-interest-bearing liabilities Lease liabilities Variable-rate instruments Instruments with fixed interest rates |
|||||||||
0.90% 0.85% |
$ 199,547 6,183 - 1,850,886 $2,056,616 |
$ 145,829 12,036 - 200,000 $ 357,865 |
$ 10,603 43,315 - - $ 53,918 |
$ 219 69,077 1,000,000 - $1,069,296 |
December 31, 2019
230
Line of credit
| Line of credit | ||||
|---|---|---|---|---|
| Unsecured banking facilities -Amount utilized-Amount not utilizedSecured banking facilities -Amount utilized-Amount not utilized |
December 31, 2020 | December 31, 2019 | ||
| $ 3,060,759 3,039,841 $ 6,100,600 $ 570,000 350,000 $ 920,000 |
$ 2,161,411 4,269,639 $ 6,431,050 $ 920,000 - $ 920,000 |
27. Related Party Transactions
In addition to those disclosed in other notes, the transactions between the Company and related parties are as follows:
- a) Names and relations of related parties
Related Party Relationship with the Company Aurora Holdings Incorporated (Aurora Holdings) Investor of significant influence Aurora Office Equipment Co., Ltd. Shanghai (AOE) Subsidiary Aurora (China) Co., Ltd. (AOF) Subsidiary Aurora Office Automation Sales Co., Ltd. Shanghai Subsidiary (AOA) Aurora Office Automation Corporation (Aurora Office Subsidiary Automation) General Integration Technology Co., Ltd. (General Subsidiary Integration) KM Developing Solutions Co., Ltd. (KM Developing) Subsidiary Ever Young Biodimension Corporation (Ever Young Subsidiary Biodimension) Aurora Telecom Co., Ltd. (Aurora Telecom) Associate Huxen Corporation (Huxen) Associate Aurora Development Corp. (Aurora Development) Associate Aurora Leasing Corporation (Aurora Leasing) Associate Aurora Home Furniture Co., Ltd. (Aurora Home) (Note) Subsidiary / joint venture Y. T. Chen Sustainable Management Foundation (Y. T. Chen Foundation) Other related party
Note: Originally as a joint venture of the Company, Aurora Home Furniture Co., Ltd. became a subsidiary after the Company acquired another 50% of its equity interest in July 2019.
231
b) Operating revenue
| Operating revenue | ||||
|---|---|---|---|---|
| Type/Name of Related Party | 2020 | 2019 | ||
| Aurora Leasing Subsidiary Associate Investor of significant influence Other related party |
$ 369,851 126,420 19,931 55 - $ 516,257 |
$ 377,866 161,644 17,622 32 506 $ 557,670 |
Sales by the Company to related parties are made based on the market price, with payments collected within 1~4 month(s).
c) Purchase of goods
| Purchase of goods | ||||
|---|---|---|---|---|
| Type/Name of Related Party | 2020 | 2019 | ||
| Subsidiary Associate Joint venture |
$ 46,535 37,802 - $ 84,337 |
$ 42,345 41,247 815 $ 84,407 |
Purchases from related parties are made by the Company based on the market price, with payments made in cash within 1~3 month(s).
d) Other income
| Other income | ||||
|---|---|---|---|---|
| Type/Name of Related Party | 2020 | 2019 | ||
| Huxen Aurora Leasing Aurora Office Automation Associate |
$ 32,326 23,431 21,207 574 $ 77,538 |
$ 32,132 22,638 20,969 - $ 75,739 |
Other income mainly represents income from consulting services rendered to related parties by the Company.
e) Operating expenses
| parties by the Company. Operating expenses |
||||
|---|---|---|---|---|
| Type/Name of Related Party | 2020 | 2019 | ||
| Investor of significant influence Associate Subsidiary |
$ 2,321 1,412 1,194 $ 4,927 |
$ 18,404 16,559 5,112 $ 40,075 |
Operating expenses represent expenses paid to related parties for advertising and consulting services rendered.
232
f) Receivables from related parties
| Accounting Subject | Type/Name of Related Party Aurora Leasing AOF Subsidiary Associate Associate Subsidiary |
December 31, 2020 $ 63,262 8,640 349 241 $ 72,492 $ 5,743 2,441 $ 8,184 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|---|
| Accounts receivable Other receivables |
$ 67,651 6,262 341 311 $ 74,565 $ 5,251 2,468 $ 7,719 |
The outstanding amount of receivables from related parties is not collateralized. No loss allowances were set aside for receivables from related parties for the years ended December 31, 2020 and 2019.
Other receivables represent receivables and purchase allowances arising from advance payments between the Company and related parties.
- g) Payables to related parties
| Accounting Subject | Type/Name of Related Party Associate Subsidiary Aurora Leasing Associate Subsidiary Investor of significant influence |
December 31, 2020 $ 986 1 $ 987 $ 41,537 66 54 12 $ 41,669 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|---|
| Accounts payable Other payables |
$ 1,652 21 $ 1,673 $ 46,491 67 160 9 $ 46,727 |
Other payables are monthly payments of rental collected from lessees by the Company on behalf of Aurora Leasing.
- h) Acquisition of property, plant, and equipment
| Type/Name of Related Party | Price | Price | ||
|---|---|---|---|---|
| 2020 | 2019 | |||
| Associate Subsidiary |
$ 131 222 $ 353 |
$ 219 - $ 219 |
The transaction prices are determined according to market conditions.
233
i) Lease agreements
| Lease agreements | ||||
|---|---|---|---|---|
| Type/Name of Related Party | 2020 | 2019 | ||
| Acquisition of right-of-use assets Investor of significant influence Subsidiary Associate |
$ 46,085 4,229 3,842 $ 54,156 |
$ - - 663 $ 663 |
| Accounting Subject | Type/Name of Related Party Investor of significant influence Associate Subsidiary Investor of significant influence Associate Subsidiary |
December 31, 2020 $ 15,291 14,507 1,832 $ 31,630 $ 24,458 12,444 - $ 36,902 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|---|
| Lease liabilities - current Lease liabilities - non-current |
$ 8,157 12,816 3,842 $ 24,815 $ - 24,790 1,932 $ 26,722 |
| Type/Name of Related Party | 2020 | 2019 | ||
|---|---|---|---|---|
| Interest expenses Investor of significant influence Associate Subsidiary |
$ 163 256 28 $ 447 |
$ 121 344 59 $ 524 |
The Company leased offices from related parties for the years ended December 31, 2020 and 2019, respectively, with the lease terms of 1 to 6 years; the rent is payable on a monthly basis and the terms are not materially different from those of the general clients.
j) Rental income
| Rental income | ||||
|---|---|---|---|---|
| Type/Name of Related Party | 2020 | 2019 | ||
| Other related party Associate Subsidiary |
$ 3,931 72 72 $ 4,075 |
$ 3,546 72 72 $ 3,690 |
The rental of office buildings leased by the Company to related parties is charged on a monthly basis according to general market conditions.
234
- k) Others
Accounting Subject Type/Name of Related
| Others Accounting Subject |
Type/Name of Related | |||
|---|---|---|---|---|
| Party Aurora Development Aurora Holdings Huxen Y. T. Chen Foundation |
December 31, 2020 $ 3,252 2,590 566 $ 6,408 $ 660 |
December 31, 2019 | ||
| Refundable deposits Guarantee deposits received |
$ 3,252 2,335 566 $ 6,153 $ 590 |
- l) Remuneration to the management
| Remuneration to the management | ||||
|---|---|---|---|---|
| Short-term employee benefits Retirement benefits |
2020 | 2019 | ||
| $ 27,717 1,000 $ 28,717 |
$ 21,016 675 $ 21,691 |
The remuneration to directors and the management is determined by the Remuneration Committee based on personal performances and market trends.
28. Pledged Assets
The following assets of the Company have been provided for financial institutions as collateral for loans:
| for loans: | ||||
|---|---|---|---|---|
| Property, plant, and equipment Investment properties |
December 31, 2020 | December 31, 2019 | ||
| $ 271,245 71,493 $ 342,738 |
$ 275,250 71,967 $ 347,217 |
29. Significant Contingent Liabilities and Unrecognized Contract Commitments
-
a. Unused letters of credit outstanding as of December 31, 2020 amounted to US$1,330 thousand.
-
b. Guarantee notes issued by the Company to financial institutions for short-term and long-term loans as of December 31, 2020 amounted to NT$6,720,600 thousand.
-
c. Guaranteed notes issued by the Company under warranty contracts or for business needs as of December 31, 2020 amounted to NT$26,471 thousand.
-
d. Guaranteed notes received by the Company for business operations as of December 31, 2020 totaled NT$504 thousand.
-
e. Performance bonds issued by banks for the Company as of December 31, 2020 amounted to NT$9,150 thousand.
-
f. Unrecognized contractual commitments of the Company for purchases of goods as of December 31, 2020 amounted to NT$18,753 thousand.
235
- g. Significant contracts of the Company are disclosed as follows:
| Type of Contract |
Category of Product |
Contracting Party |
Contract Duration |
Contract Content | Restrictions |
|---|---|---|---|---|---|
| Distribution Contract |
Office Equipment |
Sharp Corporation |
2021.04.01-2022.03.31 (Automatic extension by one year upon expiry) |
Sharp photocopiers |
1. Exclusive distribution 2. Non-compete |
30. Significant Events after the Balance Sheet Date: None.
31. Information on Foreign Currency-denominated Assets and Liabilities of Significant Influence
The following information is aggregated by the foreign currencies other than the functional currency of the Company and the exchange rates between foreign currencies and the functional currency are disclosed. The significant impact on assets and liabilities recognized in foreign currencies is as follows:
Unit: Foreign currency/NT$ thousand
December 31, 2020
| Foreign Currency Foreign currency assets Monetary items USD $ 80 Non-monetary items Subsidiaries accounted for using the equity method RMB 1,663,834 Foreign currency liabilities Monetary items USD 829 December 31, 2019 Foreign Currency Foreign currency assets Non-monetary items Subsidiaries accounted for using the equity method RMB $ 1,497,755 Foreign currency liabilities Monetary items USD 30 |
Exchange Rate 28.43 (USD:NTD) 4.377 (RMB:NTD) 28.53 (USD:NTD) Exchange Rate 4.305 (RMB:NTD) 30.03 (USD:NTD) |
Carrying amount |
|---|---|---|
| 2,288 7,104,819 23,652 Carrying amount |
||
Foreign currency assets Non-monetary items Subsidiaries accounted for using the equity method RMB Foreign currency liabilities Monetary items USD |
||
| $ 6,194,264 886 |
Realized and unrealized foreign exchange gains and losses that have significant impact on the Company are recognized in other gains and losses. Please refer to Note XXI (II).
236
32. Supplementary Disclosures
-
a. Information on significant transactions:
-
1) Loans provided for others: None.
-
2) Endorsements/guarantees provided for others: Table 1.
-
3) Securities held at end of period (excluding investments in subsidiaries, associates, and joint ventures): Table 2.
-
4) Accumulated purchase or sale of the same securities amounting to NT$300 million or 20% of paid-in capital or more: Table 3.
-
5) Acquisition of property amounting to NT$300 million or 20% of paid-in capital or more: Table 4.
-
6) Disposal of property amounting to NT$300 million or 20% of paid-in capital or more: None.
-
7) Purchases or sales with related parties amounting to NT$100 million or 20% of paid-up capital or more: Table 5.
-
8) Receivables from related parties amounting to NT$100 million or 20% of paid-up capital or more: None.
-
9) Derivatives transactions: None.
-
b. Information on invested companies: Table 6.
-
c. Information on investments in mainland China:
-
1) Information on any investee company in mainland China (name, main business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, investment income, carrying amount of investment at end of period, repatriations of investment income, and limit on the amount of investment in mainland China): Table 7.
-
2) Major transactions with any investee company in mainland China directly or indirectly through a third region, and their prices, payment terms, unrealized gains (losses), and other information: Table 8.
-
d. Information on major shareholders (names of shareholders with a shareholding ratio of 5% or more as well as number and proportion of shares held): Table IX.
237
TABLE 1
Aurora Corporation
Endorsements/Guarantees Provided for Others For the Year Ended December 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. (Note 1) |
Endorser/Guarantor | Endorsee/Guarantee | Endorsee/Guarantee | Limit on Endorsements/ Guarantees Provided for Single Entity (Note 3) |
Maximum Endorsement/ Guarantee Balance |
Ending Balance | Actual Amount Drawn |
Amount of Endorsements/ Guarantees Collateralized by Property |
Ratio of Accumulated Endorsements/ Guarantees to Net Worth per Latest Financial Statements (%) |
Endorsement/ Guarantee Ceiling (Note 3) |
Endorsements/ Guarantees Provided by Parent for Subsidiary (Note 4) |
Endorsements/ Guarantees Provided by Subsidiary for Parent (Note 4) |
Endorsements/ Guarantees Provided for Subsidiary in Mainland China (Note 4) |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of Company | Relationship (Note 2) |
|||||||||||||
| 1 | Aurora (China) Co., Ltd. | Aurora Office Automation Sales Co., Ltd. Shanghai |
2 | $ 3,172,464 | $ 17,576 | $ - | $ - | $ - | - |
$ 3,172,464 | N | N | Y |
Note 1: The numbers filled are described as follows:
-
(1) For the issuer, fill in 0.
-
(2) The investee company is numbered sequentially starting from Arabic number 1 according to the company type.
Note 2: The relationships between endorsers/guarantors and endorsees/guarantees are categorized into the following 6 types. Please specify the type.
-
(1) Companies with which the Company conducts business.
-
(2) Subsidiaries in which the Company directly holds more than 50% of their common shares.
-
(3) Investee companies in which the Company and its subsidiaries collectively hold more than 50% of their common shares.
-
(4) The parent company which holds, directly or indirectly through a subsidiary, more than 50% of its outstanding common shares.
-
(5) Companies in same type of business and providing mutual endorsements/guarantees in favor of each other in accordance with the contractual obligations in order to fulfill the needs of the construction project.
-
(6) Shareholders making endorsements/guarantees for their mutually invested company in proportion to their shareholding ratio.
-
Note 3: According to the Company's regulations for making of endorsements/guarantees, the aggregate amount of endorsements/guarantees provided shall not exceed the current net worth, and endorsements/guarantees provided for a single entity shall not exceed NT$3,172,464 thousand.
Note 4: Fill in Y if a listed parent company provides endorsements/guarantees for its subsidiary or if a subsidiary provides endorsements/guarantees for its listed parent company or if endorsements/guarantees involve mainland China.
238
TABLE 2
Aurora Corporation
Securities Held at End of Period December 31, 2020 (In Thousands of New Taiwan Dollars)
| Securities Holding Company | Type and Name of Securities | Relationship with Issuer of Securities |
Ledger Account | EndingBalance | EndingBalance | Remark | ||
|---|---|---|---|---|---|---|---|---|
| Number of Shares (in Thousand Shares or Thousand Units) |
Carrying amount |
Shareholding (%) |
Fair Value (Note 1) | |||||
| Aurora Office Automation Corporation KM Developing Solutions Co., Ltd. Aurora (China) Co., Ltd. Aurora Office Automation Sales Co., Ltd. Shanghai Aurora Office Equipment Co., Ltd. Shanghai Aurora (Bermuda) Investment Ltd. |
Stock Aurora Corporation Aurora Corporation Fund Hua Nan Kirin Money Market Fund China Merchants Bank - large certificates of deposits Bank SinoPac - large certificates of deposits Bank of China - large certificates of deposits Industrial Bank - large certificates of deposits Cathay United Bank - large certificates of deposits Bank of Communications - large certificates of deposits Bank of China - large certificates of deposits Taishin International Bank - time deposits |
The Company The Company None None None None None None None None None |
Financial assets at fair value through other comprehensive income - current Financial assets at fair value through other comprehensive income - non-current Financial assets at fair value through profit or loss - current Financial assets at amortized cost - current Financial assets at amortized cost - current Financial assets at amortized cost - current Financial assets at amortized cost - current Financial assets at amortized cost - current Financial assets at amortized cost - current Financial assets at amortized cost - current Financial assets at amortized cost-current |
3,290 9,206 6,435 - - - - - - - - |
$ 292,516 818,449 77,420 438,005 219,623 135,124 703,919 140,419 135,122 90,081 11,033 |
1.39 3.90 - - - - - - - - - |
$ 292,516 818,449 77,420 438,005 219,623 135,124 703,919 140,419 135,122 90,081 11,033 |
Notes 1 and 2 Notes 1 and 2 Note 1 |
Note 1: Market prices of stocks with open market prices refer to the closing prices as of December 31, 2020. Market prices of open-end funds refer to the net asset value of the funds on the balance sheet date. The fair value of wealth management products is valuated at discounted cash flows. Note 2: The Company's shares held by subsidiaries are treated as treasury shares. Note 3: For information on investments in subsidiaries, associates, and joint ventures, please refer to Tables 6 and 7.
239
TABLE 3
Aurora Corporation
Accumulated Purchase or Sale of the Same Securities Amounting to NT$300 Million or 20% of Paid-in Capital or More For the Year Ended December 31, 2020
Unit: NT$ thousand or thousand shares (unless stated otherwise)
| Company Name |
Type and Name of Securities |
Ledger Account | Counterparty | Relationshi p |
Transaction Currency |
Beginning of Period | Beginning of Period | Reclassification | Reclassification | Purchase | Purchase | Sale | Sale | Increase/Decrease | Increase/Decrease | Ending | Balance | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares (in Thousand Shares or Thousand Units) |
Amount | Number of Shares (in Thousand Shares or Thousand Units) |
Amount |
Number of Shares (in Thousand Shares or Thousand Units) |
Amount | Number of Shares (in Thousand Shares or Thousand Units) |
Selling Price |
Carrying Cost |
Gains (Losses) on Disposal |
Number of Shares (in Thousand Shares or Thousand Units) |
Amount | Number of Shares |
Amount | ||||||
| Aurora Office Equipmen t Co., Ltd. Shanghai Aurora (China) Co., Ltd. Aurora (China) Co., Ltd. Aurora Office Automati on Sales Co., Ltd. Shanghai |
Structured deposits Structured deposits "Lingdong 75 Days" "Liduoduo Structured Deposits" Structured deposits Structured deposits Structured deposits "Caifubanchejinq u No. 3" Structured deposits Maturity of structured deposits "Lingdong 75 Days" "Lingdong 75 Days" Structured deposits |
Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current |
Bank of China China Minsheng Bank Agricultural Bank of China Shanghai Pudong Development Bank Bank of China Bank Sinopac Bank Sinopac Shanghai Pudong Development Bank Bank Sinopac Bank Sinopac Agricultural Bank of China Agricultural Bank of China China Minsheng Bank |
None None None None None None None None None None None None None |
RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB |
- - - - - - - - - - - - - |
$ |
- - - - - - - - - - - - - |
$ |
- - - - - - - - - - - - - |
$100,000 160,000 115,00 200,000 100,000 200,000 100,000 150,000 110,000 110,000 100,000 80,000 130,000 |
- - - - - - - - - - - - - |
$100,84 161,41 115,76 201,76 100,83 201,52 100,90 151,38 110,91 110,82 100,65 80,53 131,12 |
$100,000 160,000 115,00 200,000 100,000 200,000 100,000 150,000 110,000 110,000 100,000 80,000 130,000 |
$ 84 1,41 76 1,76 83 1,52 90 1,38 91 82 65 53 1,12 |
- - - - - - - - - - - - - |
$ |
$ |
240
| Company Name |
Type and Name of Securities |
Ledger Account | Counterparty | Relationshi p |
Transaction Currency |
Beginning of Period | Beginning of Period | Reclassification | Reclassification | Purchase | Purchase | Sale | Sale | Increase/Decrease | Increase/Decrease | Ending | Balance | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares (in Thousand Shares or Thousand Units) |
Amount | Number of Shares (in Thousand Shares or Thousand Units) |
Amount |
Number of Shares (in Thousand Shares or Thousand Units) |
Amount | Number of Shares (in Thousand Shares or Thousand Units) |
Selling Price |
Carrying Cost |
Gains (Losses) on Disposal |
Number of Shares (in Thousand Shares or Thousand Units) |
Amount | Number of Shares |
Amount | ||||||
| Aurora (Jiang Su) Enterprise Developm ent Co., Ltd. |
Structured deposits Structured deposits "Bank of China - Zhifu" "Jinxueqiu Select" "Bubugaosheng" Structured deposits Structured deposits Structured deposits Structured deposits |
Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current |
Industrial Bank Industrial Bank Bank of China Industrial Bank Shanghai Pudong Development Bank Industrial Bank Bank of Nanjing Bank of Nanjing Bank of Nanjing |
None None None None None None None None None |
RMB RMB RMB RMB RMB RMB RMB RMB RMB |
- - - - - - - - - |
- - - - - - - - - |
- - - - - - - - - |
150,000 90,000 90,000 100,000 90,000 150,000 150,000 160,000 115,000 |
- - - - - - - - - |
151,26 90,76 90,76 100,87 90,54 150,94 151,39 161,44 115,79 |
150,000 90,000 90,000 100,000 90,000 150,000 150,000 160,000 115,000 |
1,26 76 76 87 54 94 1,39 1,44 79 |
- - - - - - - - - |
241
TABLE 4
Aurora Corporation
Acquisition of Real Estate Amounting to NT$300 Million or 20% of the Paid-in Capital or More For the Year Ended December 31, 2020
(In Thousands of New Taiwan Dollars)
| Acquirer of Real Estate |
Name of Property |
Date of Occurrence |
Amount of Transaction |
Status of Payment | Counterparty | Relationship | Information on Prior Transaction If the Counterparty Is Related |
Information on Prior Transaction If the Counterparty Is Related |
Information on Prior Transaction If the Counterparty Is Related |
Information on Prior Transaction If the Counterparty Is Related |
Basis or Reference for Price Setting |
Purpose of Acquisition and Usage Status |
Other Agreed Items |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Owner | Relationship with the Issuer |
Date of Transfer |
Amount | ||||||||||
| Aurora (Jiang Su) Enterprise Development Co., Ltd. |
Construction in Process |
2020 | $ 101,552 (RMB) |
$101,552 (RMB) | Shanghai Construction Design Research Institute Co., Ltd. |
None | - | - | - | $ - | N/A | Building a smart factory for furniture; Under construction |
None |
242
TABLE 5
Aurora Corporation
Purchases or Sales with Related Parties Amounting to NT$100 Million or 20% of Paid-up Capital or More For the Year Ended December 31, 2020 (In Thousands of New Taiwan Dollars)
| Company | Counterparty | Relationship | Transaction Situation | Transaction Situation | Unusual Transaction Terms and Reasons | Unusual Transaction Terms and Reasons | Notes and Accounts Receivable (Payable) |
Notes and Accounts Receivable (Payable) |
Remark | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (Sales) |
Amount | Percentage of Total Purchases (Sales) (%) |
Credit Period | Unit Price | Credit Period | Balance | Percentage of Notes and Accounts Receivable (Payable) (%) (Note) |
||||
| Aurora Corporation Aurora Office Automation Corporation Aurora Office Automation Sales Co., Ltd. Shanghai Aurora (China) Co., Ltd. |
Aurora Leasing Corporation Aurora (China) Co., Ltd. Aurora Leasing Corporation Huxen (China) Co., Ltd. Huxen (China) Co., Ltd. Aurora Home Furniture Co., Ltd. |
Huxen's subsidiary (associate) The Company's subsidiary Huxen's subsidiary (associate) Huxen's subsidiary (associate) Huxen's subsidiary (associate) The Company's subsidiary |
Sales Sales Sales Sales Purchases Purchases |
( $ 369,851 ) ( 109,472 ) ( 211,536 ) ( 1,755,455 ) 279,272 365,375 |
( 12% ) ( 3% ) ( 25% ) ( 51% ) 17% 20% |
Due within 60 days Due within 60 days Due within 60 days Due within 120 days Due within 120 days Due within 60 days |
According to market conditions, no material difference According to market conditions, no material difference According to market conditions, no material difference According to market conditions, no material difference According to market conditions, no material difference According to market conditions, no material difference |
Due within 60 days Due within 60 days Due within 60 days Due within 120 days Due within 120 days Due within 60 days |
$ 63,262 8,640 39,069 - ( 33 ) ( 73,258 ) |
20% 3% 36% - - ( 15% ) |
Note: The above percentage is calculated as the ratio of the balance of notes and accounts receivable (payable) with related parties to the balance of total notes and accounts receivable (payable).
243
TABLE 6
Aurora Corporation
Information on Investee Companies For the Year Ended December 31, 2020 (In Thousands of New Taiwan Dollars)
| Name of Investor | Name of Investee | Location | Main Business Activities | Initial Investment Amount | Initial Investment Amount | Ending Balance | Ending Balance | Ending Balance | Profit (Loss) of Investee for the Period |
Investment Profit (Loss) Recognized | Distribution of Dividends by Investee |
Distribution of Dividends by Investee |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Ending Balance for the Current Period |
Ending Balance for the Previous Period |
Number of Shares |
Shareholding (%) |
Carrying amount |
Stock Dividends |
Cash Dividends |
|||||||
| Aurora Corporation Aurora Office Automation Corporation General Integration Technology Co., Ltd. |
Aurora (Bermuda) Investment Ltd. Aurora Office Automation Corporation General Integration Technology Co., Ltd. KM Developing Solutions Co., Ltd. Ever Young Biodimension Corporation Huxen Corporation Aurora Development Corp. Aurora Telecom Co., Ltd. Huxen Corporation Ever Young Biodimension Corporation |
Bermuda Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan |
Investment holding Import/export and wholesale of MFPs Manufacturing of molds and machinery and wholesale of precision instruments Wholesale and retail of information software, computers, and office equipment Wholesale of precision instruments Agency of MFPs and communications products Development of land and office buildings Sales of mobile phones and accessories and internet access Agency of MFPs and communications products Wholesale of precision instruments |
$ 2,177,439 2,091,992 112,500 70,000 8,580 826,645 140,000 191,833 359,451 8,250 |
$ 2,177,439 2,091,992 112,500 70,000 8,580 826,645 140,000 191,833 359,451 8,250 |
67,350 82,278 5,465 7,000 858 47,011 32,498 13,165 11,170 825 |
88.04 91.13 55.00 70.00 26.00 32.53 46.67 30.40 7.73 25.00 |
$ 7,063,74 1,076,06 129,12 104,94 4,28 1,427,12 496,58 233,50 536,72 4,12 |
3 $ 827,356 7 279,885 8 ( 702 7 32,174 4 ( 6,777 7 568,211 0 49,233 4 ( 74,310 3 568,211 3 ( 6,777 |
$ 803,422 187,333 ( 388 ) 22,521 ( 1,766 ) 184,839 22,977 ( 22,591 ) 43,923 ( 1,694 ) |
$ | $ 287,97 3,27 18,20 178,64 3,25 42,44 |
Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Investee accounted for using the equity method Investee accounted for using the equity method Investee accounted for using the equity method Investee of Aurora Office Automation accounted for using the equity method Investee of General Integration accounted for using the equity method |
244
TABLE 7
Aurora Corporation
Information on Investments in Mainland China For the Year Ended December 31, 2020 Unit: NT$ thousand, US$ thousand, and RMB thousand unless specified otherwise
| Investee Company | Main Business Activities | Paid-in Capital | Method of Investments |
Accumulated Amount of Investments Remitted from Taiwan at Beginning of Period |
Amount of Investments Remitted or Repatriated for the Period |
Amount of Investments Remitted or Repatriated for the Period |
Accumulated Amount of Investments Remitted from Taiwan at End of Period |
Profit (Loss) of Investee for the Period |
The Company's Direct or Indirect Ownership (%) |
Investment Profit (Loss) Recognized for the Period (Note 2) |
Carrying Amount of Investments at End of Period |
Accumulated Investment Income Repatriated at End of Period |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted | Repatriated | |||||||||||
| Aurora (China) Investment Co., Ltd. Aurora Office Equipment Co., Ltd. Shanghai Aurora (China) Co., Ltd. Aurora Office Automation Sales Co., Ltd. Shanghai Aurora (Shanghai) Cloud Technology Co., Ltd. Huxen (China) Co., Ltd. Chongqing Gonggangzhihui Additive Manufacturing Technology Research Institute Co., Ltd. Aurora Home Furniture Co., Ltd. Aurora Machinery Equipment (Shanghai) Co., Ltd. Aurora (Jiang Su) Enterprise Development Co., Ltd. Aurora (Shanghai) Electronic Commerce Co., Ltd. |
Investment holding Production and sales of MFPs Manufacturing and sale of office furniture Sales, lease, and agency of Aurora brand products Sale of printing and office equipment and furniture and consulting service Sales, maintenance, and lease of printers Sales, lease, and maintenance of 3D printers Production and sales of furniture Wholesale of mechanical and electronic equipment, internet communication equipment, and computer software and hardware Reinvestment and property lease Sales on e-commerce platforms |
$ 2,569,980 (US$76,500) 1,121,340 (US$33,000) 1,007,266 (US$30,000) 1,603,064 (RMB$350,000) 47,110 (RMB10,000) 1,922,054 (RMB$400,000) 114,700 (RMB$25,000) 243,020 (RMB$50,000) 112,549 (RMB$25,000) 888,500 (RMB$200,000) 20,955 (RMB$5,000) |
Note 1 (2) Note 1 (2) Note 1 (2) Note 1 (2) Note 1 (3) Note 1(1) Note 1 (3) Note 1 (2) Note 1(1) Note 1 (2) Note 1 (2) |
$ 2,177,439 (US$67,350) Note 3 Note 3 Note 3 Note 3 583,044 (RMB$120,000) Note 3 Note 3 112,549 (RMB$25,000) Note 3 Note 3 |
$ | $ | $ 2,177,439 (US$67,350) Note 3 Note 3 Note 3 Note 3 583,044 (RMB$120,000) Note 3 Note 3 112,549 (RMB$25,000) Note 3 Note 3 |
$ 825,957 61,060 748,166 369,797 ( 1,610 ) 75,148 ( 10,240 ) 20,418 ( 23,720 ) 16,427 ( 2,839 ) |
88.04 88.04 88.04 88.04 61.63 27.34 17.61 88.04 86.50 88.04 61.63 |
$ 727,173 Note 2 (2) 53,757 Note 2 (2) 658,685 Note 2 (2) 325,569 Note 2 (2) ( 992 ) Note 2 (2) 22,545 Note 2 (2) ( 2,048 ) Note 2 (2) 17,976 Note 2 (2) ( 20,518 ) Note 2 (2) 14,462 Note 2 (2) ( 1,750 ) Note 2 (2) |
$ 8,302,7 1,208,3 5,832,6 2,722,4 9 642,0 13,1 322,0 41,0 892,8 9,9 |
2 $ - 6 - 0 - 8 - 3 - 0 - 8 - 8 - 7 - 3 - 7 - |
245
| Accumulated Amount of Investments Remitted from Taiwan to Mainland China at End of Period (Note 4) |
Amount of Investments Authorized by Investment Commission, M.O.E.A. (Note 4) |
Ceiling on Amount of Investments Stipulated by Investment Commission, M.O.E.A. (Note 5) |
|---|---|---|
| $ 2,873,032 (US$ 67,350, RMB$ 145,000) |
$ 2,881,734 (US$ 67,350, RMB$ 145,000) |
$5,354,488 |
Note 1: Methods of investments are divided into the following three types. Specify the type.
-
Direct investment in mainland China.
-
Investment in mainland China through Aurora (Bermuda) Investment Ltd.
-
Others.
-
Note 2: Investment profit (loss) recognized for the period:
-
Indicate if no investment profit (loss) is recognized as an investee is under preparation.
-
Indicate if investment profit (loss) is recognized on the following basis:
-
(1) Financial statements audited by international accounting firms cooperating with accounting firms in the Republic of China.
-
(2) Financial statements audited by the parent company's CPAs in Taiwan.
-
(3) Others.
-
-
Note 3: The Company invested in Aurora (China) Investment Co., Ltd. directly through Aurora (Bermuda) Investment Ltd. (with 88.04% equity held by the Company) established in Bermuda. Aurora (China) Investment Co., Ltd. then invested in Aurora (Jiang Su) Enterprise Development Co., Ltd., Aurora Office Equipment Co., Ltd. Shanghai, and Aurora (China) Co., Ltd. Then, Aurora (China) Co., Ltd. invested in Aurora Office Automation Sales Co., Ltd. Shanghai, Aurora Home Furniture Co., Ltd., Aurora (Shanghai) Cloud Technology Co., Ltd., and Aurora (Shanghai) Electronic Commerce Co., Ltd. Then, Aurora Office Automation Sales Co., Ltd. Shanghai invested in Chongqing Gonggangzhihui Additive Manufacturing Technology Research Institute Co., Ltd.
-
Note 4: Based on the prevailing exchange rate approved by the Investment Commission, Ministry of Economic Affairs, the accumulated amount of investments remitted from Taiwan to mainland China in the foreign currency at the end of the period did not exceed the amount of investments in the foreign currency approved by the Investment Commission.
-
Note 5: The net worth of the Group as of December 31, 2020 was NT$8,924,147 thousand. In accordance with the "Directions Governing the Examination of Investment or Technical Cooperation in Mainland China," the cap amount should be NT$5,354,488 thousand (NT$8,924,147 thousand x 60%).
246
TABLE 8
Aurora Corporation
Major Transactions with Any Investee Company in mainland China Directly or Indirectly through a Third Region, and Their Prices, Payment terms, Unrealized Gains (Losses), and Other Information For the Year Ended December 31, 2020
(In Thousands of New Taiwan Dollars)
| Investee Company | Relationship with the Company |
Type of Transaction |
Amount | Transaction Term | Notes and Accounts Receivable (Payable) |
Notes and Accounts Receivable (Payable) |
Unrealized gains (losses) |
Remark | ||
|---|---|---|---|---|---|---|---|---|---|---|
| Price | Payment Terms | Difference with General Transactions |
Balance | Percentage (%) (Note) |
||||||
| Aurora Office Automation Sales Co., Ltd. Shanghai Aurora (China) Co., Ltd. |
The Company's sub-subsidiary The Company's sub-subsidiary |
Sales Purchases Purchases |
( $ 1,755,455 ) 279,272 365,375 |
According to market conditions 〃〃 |
Due within 120 days Due within 120 days Due within 60 days |
No material difference 〃〃 |
$ - ( 33 ) ( 73,258 ) |
- - ( 15% ) |
$ - - - |
Note: The above percentage is calculated based on the ratio of the balance of notes and accounts receivable (payable) with related parties to the balance of the Company's notes and accounts receivable (payable).
247
TABLE 9
Aurora Corporation
Information on Major Shareholders December 31, 2020
| Name of Major Shareholders | Shareholding | Shareholding |
|---|---|---|
| Shares | Percentage of Ownership (%) | |
| Aurora Holdings Incorporated Chen Yung-Tai Aurora Leasing Corporation Aurora Office Automation Corporation |
101,856,312 21,269,000 20,791,276 12,496,797 |
43.12 9.00 8.80 5.29 |
-
Note 1: The major shareholders in this table are shareholders holding more than 5% of the ordinary and preference shares that have completed delivery without physical registration (including treasury shares) on the last business day of each quarter calculated by the Taiwan Depository & Clearing Corporation. Share capital indicated in the Company's financial statements may differ from the actual number of shares that have been issued and delivered without physical registration as a result of different basis of preparation.
-
Note 2: If a shareholder delivers its shareholding information to the trust, the aforesaid information shall be disclosed by the individual trustee who opened the trust account. For information on shareholders, who declare to be insiders holding more than 10% of shares in accordance with the Securities and Exchange Act, and their shareholdings including their shareholdings plus their delivery of trust and shares with the right to make decisions on trust property, please refer to MOPS.
248
STATEMENTS OF SIGNIFICANT ACCOUNTING SUBJECTS
ITEM NUMBER/INDEX Statements of Assets, Liabilities and Equity Items Cash Statement Note VI Statement of Notes Receivable Statement 1 Statement of Accounts Receivable/Accounts Receivable - Statement 2 Related Parties Statement of Other Receivables Note VII Statement of Inventories Note VIII Statement of Other Current Assets Note XIV Statement of Changes in Investments Accounted for Using the Statement 3 Equity Method Statement of Changes in Property, Plant, and Equipment Note X Statement of Changes in Accumulated Depreciation of Note X Property, Plant, and Equipment Statement of Changes in Right-of-use Assets Note XI Statement of Changes in Accumulated Depreciation of Note XI Right-of-use Assets Statement of Changes in Investment Properties Note XII Statement of Changes in Accumulated Depreciation of Note XII Investment Properties Statement of Changes in Intangible Assets Note XIII Statement of Deferred Income Tax Assets Note XXII Statement of Short-term Loans Statement 4 Statement of Accounts Payable Statement 5 Statement of Other Payables Note XVII Statement of Other Current Liabilities Note XVII Statement of Long-term Loans Statement 6 Statement of Profit or Loss Items Statement of Operating Revenue Statement 7 Statement of Operating Costs Statement 8 Statement of Selling and Marketing Expenses Statement 9 Statement of General and Administrative Expenses Statement 9 Statement of Finance Costs Note XXI Statement of Employee Benefits and Depreciation and Statement 10 Amortization Expenses by Function
249
STATEMENT 1
Aurora Corporation
Statement of Notes Receivable December 31, 2020 (In Thousands of New Taiwan Dollars)
| Item | Summary | Amount | |
|---|---|---|---|
| Company A Others (Note) Less: loss allowance |
Loans〃 |
$ 5,250 77,798 - $ 83,048 |
Note: The balance of each item does not exceed 5% of the balance of this account.
250
STATEMENT 2
Aurora Corporation
Statement of Accounts Receivable/Accounts Receivable - Related Parties December 31, 2020 (In Thousands of New Taiwan Dollars)
| Item | Summary | Amount | |
|---|---|---|---|
| Non-related party Company A Company B Others (Note) Less: loss allowance Related party Aurora Leasing Corporation Others (Note) |
Loans〃〃Loans 〃 |
$ 1,284 11,909 142,338 1,516 $ 154,015 $ 63,262 9,230 $ 72,492 |
Note: The balance of each item does not exceed 5% of the balance of this account.
251
STATEMENT 3
Statement of Changes in Investments Accounted for Using the Equity Method For the Year Ended December 31, 2020 (In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
Aurora Corporation
| Name of Investee Listed companies Huxen Corporation Unlisted companies Aurora (Bermuda) Investment Ltd. Aurora Office Automation Corporation General Integration Technology Co., Ltd. KM Developing Solutions Co., Ltd. Aurora Machinery Equipment (Shanghai) Co., Ltd. Ever Young Biodimension Corporation Aurora Development Corp. Aurora Telecom Co., Ltd. |
Beginning balance Number of Shares (in Thousands) Amount 47,011 $ 1,421,769 67,350 6,137,168 82,278 888,446 5,465 132,697 7,000 100,626 17,500 57,096 858 6,050 32,498 466,468 13,165256,095 $ 9,466,415 |
Increase (Note 1) Number of Shares (in Thousands) Amount - $ 8,111 - 123,153 - 288,822 - 98 - - - 583 - - - 10,385 - - $ 431,152 |
Increase (Note 1) Number of Shares (in Thousands) Amount - $ 8,111 - 123,153 - 288,822 - 98 - - - 583 - - - 10,385 - - $ 431,152 |
Decrease | (Note 2) Amount $ 191,228 - 288,534 3,279 18,200 - - 3,250 - $ 504,491 |
Investment Profit (Loss) $ 184,839 803,422 187,333 ( 388 ) 22,521 ( 16,603 ) ( 1,766 ) 22,977 ( 22,591) $ 1,179,744 |
Deferred Unrealized Gains $ 3,636 - - - - - - - - $ 3,636 |
Ending balance Number of Shares (in Thousands) Percentage of Ownership (%) Amount 47,011 32.53 $ 1,427,127 67,350 88.04 7,063,743 82,278 91.13 1,076,067 5,465 55 129,128 7,000 70 104,947 17,500 70 41,076 858 26 4,284 32,498 46.67 496,580 13,165 30.4 233,504 $ 10,576,456 |
Ending balance Number of Shares (in Thousands) Percentage of Ownership (%) Amount 47,011 32.53 $ 1,427,127 67,350 88.04 7,063,743 82,278 91.13 1,076,067 5,465 55 129,128 7,000 70 104,947 17,500 70 41,076 858 26 4,284 32,498 46.67 496,580 13,165 30.4 233,504 $ 10,576,456 |
Market Value/Net Equity Value (Note 3) Unit Price Total 51.5 $ 2,421,045 107.43 7,235,343 25.87 2,128,299 18.22 99,590 14.99 104,947 2.35 41,076 5 4,284 15.28 496,580 8.03 105,676 $ 12,636,840 |
Guarantee or Pledge None None None None None None None None None |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares (in Thousands) 47,011 67,350 82,278 5,465 7,000 17,500 858 32,498 13,165 |
Number of Shares (in Thousands) - - - - - - - - - |
Number of Shares (in Thousands) - - - - - - - - - |
Number of Shares (in Thousands) 47,011 67,350 82,278 5,465 7,000 17,500 858 32,498 13,165 |
Percentage of Ownership (%) 32.53 88.04 91.13 55 70 70 26 46.67 30.4 |
Unit Price 51.5 107.43 25.87 18.22 14.99 2.35 5 15.28 8.03 |
|||||||
| - - - - - - - - - |
Note 1: The increase of Huxen Corporation, General Integration Technology Co., Ltd. and Aurora Development Corp. for the current period is due to the recognition of changes in equity of the investees in proportion to their shareholdings. The increase of Aurora (Bermuda) Investment Ltd. and Aurora Machinery Equipment (Shanghai) Co., Ltd. for the current period is attributable to the cumulative translation adjustments of long-term foreign currency equity investments. The increase of Aurora Office Automation Corporation for the current period is due to the distribution of the dividends of NT$68,330 thousand, which are cash dividends deemed to be treasury stocks distributed by the Company to Aurora Office Automation Corporation, and the recognition of the change in equity of the investees due to the shareholding percentage, which amounts to NT$220,492 thousand.
Note 2: The decrease of Huxen Corporation for the current period is due to cash dividends received from investees of NT$178,640 thousand and recognition of changes in equity of investees in proportion to the shareholding of NT$12,588 thousand. The decrease of General Integration Technology Co., Ltd., KM Developing Solutions Co., Ltd., and Aurora Development Corp. for the current period is due to cash dividends received from the investees. The decrease of Aurora Office Automation Corporation for the current period is due to cash dividends received from the investees of NT$287,971 thousand and the recognition of changes in equity of the investees of NT$563 thousand in proportion to the shareholding percentage.
Note 3: Market price refers to the closing price on December 31, 2020. Net equity value is mainly based on the financial statements of the investee and the Company's shareholding percentage.
252
STATEMENT 4
Statement of Short-term Loans December 31, 2020 (In Thousands of New Taiwan Dollars)
Aurora Corporation
| Type of Loans Credit loans Loans for material purchase |
Description Sumitomo Mitsui Banking Corporation Bank of China Cathay United Bank Standard Chartered Bank Bank of Taiwan Bank of Communications Taipei Fubon Bank Chang Hwa Bank Hua Nan Commercial Bank Bank of Taiwan |
Ending balance $ 560,000 400,000 300,000 300,000 250,000 250,000 200,000 2,260,000 18,518 5,071 63 $ 2,283,652 |
Contract Period (YYYY/MM/DD) 2020/10/28~2021/01/28 2020/12/07~2021/01/07 2020/12/11~2021/01/11 2020/12/31~2021/01/28 2020/11/23~2021/01/25 2020/12/08~2021/01/05 2020/09/04~2021/03/04 2020/12/11~2021/06/23 2020/12/10~2021/06/04 2020/12/11~2021/06/11 |
Interest Rate 0.76% 0.69% 0.76% 0.70% 0.79% 0.77% 0.75% 0.79%~0.81% 0.80%~0.81% 0.74% |
Line of credit 570,600 400,000 300,000 450,000 500,000 250,000 450,000 250,000 500,000 500,000 |
Pledge or Guarantee |
|---|---|---|---|---|---|---|
Promissory note〃〃〃〃〃〃Promissory note 〃〃 |
253
STATEMENT 5
Aurora Corporation
Statement of Accounts Payable December 31, 2020 (In Thousands of New Taiwan Dollars)
| Item Non-related party Others (Note) Related party Others (Note) |
Summary Loans Loans |
Amount | |
|---|---|---|---|
| $ 331,653 987 $ 332,640 |
Note: The balance of each item does not exceed 5% of the balance of this account.
254
STATEMENT 6
Aurora Corporation
Statement of Long-term Loans December 31, 2020 (In Thousands of New Taiwan Dollars)
| Creditor Bank Sinopac Bank Sinopac Bank Sinopac Mega International Commercial Bank Bank of Kaohsiung |
Summary Secured loans (interest payable on a monthly basis, principal repayable in one lump sum on maturity) Secured loans (interest payable on a monthly basis, principal repayable in one lump sum on maturity) Credit loans (interest payable on a monthly basis, principal repayable in one lump sum on maturity) Credit loans (interest payable on a monthly basis, principal repayable in one lump sum on maturity) Credit loans (interest payable on a monthly basis, principal repayable in one lump sum on maturity) |
Borrowing Amount $ 500,000 70,000 80,000 150,000 200,000 $ 1,000,000 |
Contract Period (YYYY/MM/DD) 2020/12/31~2022/06/30 ” 2020/12/31~2022/06/30 2020/09/22~2022/09/21 2020/09/24~2022/09/24 |
Interest Rate (%) 1% ” 1% 0.85% 0.85% |
Pledge or Guarantee |
|---|---|---|---|---|---|
| Promissory note. Please refer to Note XXVIII for collateral. ” Promissory note ” ” |
255
STATEMENT 7
Aurora Corporation
Statement of Net Operating Revenue For the Year Ended December 31, 2020 (In Thousands of New Taiwan Dollars)
| Item Printers System furniture Rental and revenue from printing service Other commodities Supplies |
Quantity (Set) 181,662 |
Amount | |
|---|---|---|---|
| $ 619,897 1,098,461 742,566 71,116 642,573 $ 3,174,613 |
256
STATEMENT 8
Statement of Operating Costs For the Year Ended December 31, 2020 (In Thousands of New Taiwan Dollars)
Aurora Corporation
| Item Cost of self-produced goods sold Manufacturing overheads Direct raw materials consumed Inventory at beginning of period Purchase Others Less: inventory at end of period Total direct raw materials consumed Director labor Manufacturing overheads Manufacturing costs Add: work-in-process at beginning of period Less: work-in-process at end of period Acquired cost of sales Add: finished products at beginning of period Purchase Less: finished products at end of period Self-use, leased assets, and other expenses Cost of goods sold Rental and service costs Depreciation expenses - leased assets Operating costs |
Amount |
|---|---|
| $ 11,027 190,013 ( 516 ) ( 16,301) 184,223 24,166 52,488 260,877 3,973 ( 7,824) 257,026 433,471 1,451,744 ( 479,421 ) ( 106,108) 1,299,686 1,556,712 2,415 133,517 $ 1,692,644 |
257
STATEMENT 9
Statement of Operating Expenses For the Year Ended December 31, 2020 (In Thousands of New Taiwan Dollars)
Aurora Corporation
| Item Salary expenses Depreciation expenses Insurance expenses Others (Note) |
Amount | ||
|---|---|---|---|
| Selling and marketing expenses $ 445,471 36,597 45,418 132,812 $ 660,298 |
General and administrative expenses |
||
| $ 234,519 67,609 22,002 87,642 $ 411,772 |
Note: The balance of each item does not exceed 5% of the balance of this account.
258
STATEMENT 10
Aurora Corporation
Statement of Employee Benefits and Depreciation and Amortization Expenses by Function For the Years Ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)
| Employee benefits (Note) Salaries Labor and health insurance Pensions Remuneration Paid to Directors Others Depreciation Amortization |
2020 | 2020 | Total $ 604,352 69,313 38,769 10,861 131,394 $ 854,689 $ 247,248 $ 7,490 |
2019 | 2019 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Operation Costs $ 30,058 4,259 1,534 - 5,379 $ 41,230 $ 142,568 $ 215 |
Operation Expenses $ 574,294 65,054 37,235 10,861 126,015 $ 813,459 $ 104,206 $ 7,275 |
Non-operation Expenses $ - - - - - $ - $ 474 $ - |
Operation Costs $ 29,492 4,327 1,532 - 5,974 $ 41,325 $ 141,523 $ 197 |
Operation Expenses $ 557,971 64,452 38,302 10,022 110,352 $ 781,099 $ 103,059 $ 8,241 |
Non-operation Expenses $ - - - - - $ - $ 475 $ - |
Total | ||||
| $ 587,463 68,779 39,834 10,022 116,326 $ 822,424 $ 245,057 $ 8,438 |
Note 1: As of December 31, 2020 and 2019, the number of employees of the Company was 1,055 and 1,065, respectively. The number of directors who did not concurrently serve as employees was 6 and 7, respectively.
Note 2: For companies whose shares are listed on the TWSE/TPEx, the following information should also be disclosed:
(1) The average employee benefits expense for the current year is NT$804 thousand ("Total employee benefit expenses for the current year - Total Directors' remuneration" / "Number of employees for the current year - Number of Directors who do not concurrently serve as employees")
The average employee benefits expense for the previous year is NT$768 thousand ((Total employee benefit expenses for the previous year - Total Directors' remuneration) / (Number of employees for the previous year - Number of Directors who do not concurrently serve as employees))
-
(2) The average employee salary expense for the current year is NT$576 thousand (Total employee salary expenses for the current year / (Number of employees for the current year - Number of Directors who do not concurrently serve as employees))
-
(3) The average employee salary expense for the previous year was NT$555 thousand (Total salary expense for the previous year / (Number of employees in the previous year - Number of Directors who do not concurrently serve as employees)).
-
(4) Change in average employee salary expense is 3.8% ((Average employee salary expense of the current year - Average employee salary expense of the previous year) / Average employee salary expense of the previous year).
-
(5) The Company has established the Audit Committee; therefore, no supervisors were hired and there is no remuneration for supervisors.
-
Note 3. The Company's remuneration policy:
(1) Directors and supervisors: They are all remunerated in accordance with the relevant provisions of the Company's Articles of Incorporation. Their remuneration is approved based on the principle of fairness and impartiality, as well as the performance of each member. The remuneration is determined by the resolutions of the Board of Directors.
-
(2) Managerial officers: The payment standard and combination are divided into fixed and variable remuneration. Fixed remuneration is ratified based on the responsibility of the position and company-wide operational goals, while variable remuneration is paid based on the achieved operating performance and contribution.
-
(3) Employees: Their salary consists of fixed and variable salary. Fixed salary is determined based on the value created by the job positions, their level of professionalism and complexity, and their experience in their job positions, etc., with reference to the salary level of the industry.
The variable salary includes year-end bonuses, appraisal bonuses, and profits distributed to the employees, which are allocated by the Board of Directors based on the Company's annual profitability.
(4) Employee salary adjustment: In accordance with the Company's performance appraisal method, the salary adjustment range is determined by factors such as the assessment indicators of the employees' job responsibilities and the degree of accomplishment of the work plan every year. The direct supervisors of the employees are tasked to perform comprehensive assessment to decide the range of salary adjustment while considering the Company's operating environment.
Relationship between Operating Performance and Remuneration
Remuneration of the Company is based on the results of operating performance to align individual performances with the overall operating performance.
259
- f. Effect on the Financial Position of Any Financial Difficulties Experienced by Aurora and Its Affiliates in the Most Recent Fiscal Year and during the Current Fiscal Year Up to the Date of Publication of the Annual Report: None.
260
7. Review and Analysis of Financial Position and Operating Performance, and Listing of Risks
a. Financial Position
Comparative Analysis of Financial Position
Unit: NT$1,000
| Year | Increase (Decrease) | Increase (Decrease) | ||
|---|---|---|---|---|
| Item | 2019 | 2020 | Amount | % |
| Current Assets | 10,392,354 | 10,895,709 |
503,355 |
4.84 |
| Funds and Investment | 3,039,586 | 3,156,926 |
117,340 |
3.86 |
| Property, Plant, and Equipment |
1,939,676 | 2,315,741 | 376,065 |
19.39 |
| Intangible Assets | 168,654 | 177,009 |
8,355 |
4.95 |
| Other Assets | 1,569,506 | 1,517,524 |
(51,982) |
(3.31) |
| Total Assets | 17,109,776 | 18,062,909 |
953,133 |
5.57 |
| Current Liabilities | 6,082,773 | 6,619,633 | 536,860 |
8.83 |
| Long-term Loans | 1,480,000 | 1,340,000 |
(140,000) |
(9.46) |
| Other Liabilities | 1,173,270 | 1,179,129 |
5,859 |
0.50 |
| Total Liabilities | 8,736,043 | 9,138,762 |
402,719 |
4.61 |
| Capital Stock | 2,362,025 | 2,362,025 |
0 |
0.00 |
| Capital Surplus | 1,920,710 | 1,941,799 |
21,089 |
1.10 |
| Retained Earnings | 3,973,659 | 4,087,994 |
114,335 |
2.88 |
| Other Equity | 117,339 | 532,329 |
414,990 |
353.67 |
| Total Equity | 8,373,733 | 8,924,147 |
550,414 |
6.57 |
⚫ Analysis of increase (decrease) by 20% or more:
The decrease in other equity was mainly due to the increase in the unrealized gains and losses on financial assets and gains on exchange differences on translation of financial statements of foreign operations.
⚫ Effect of changes in the financial position: None.
⚫ Measures to be taken in response: N/A.
261
b. Financial Performance
Comparative Analysis of Financial Performance
Unit: NT$1,000
| Year | Increase (Decrease) | Increase (Decrease) | ||
|---|---|---|---|---|
| 2019 | 2020 | |||
| Item | Amount | % | ||
| Total Operating Revenue Less: Sales Return Sales Allowance |
13,643,478 21,711 16,654 |
12,985,917 25,470 9,473 |
(657,561) 3,759 (7,181) |
(4.82) 17.31 (43.12) |
| Net Operating Revenue Operating Costs |
13,605,113 7,569,044 |
12,950,974 7,152,644 |
(654,139) (416,400) |
(4.81) (5.50) |
| Gross Profit Realized (Unrealized) Gains on Sales |
6,036,069 61,645 |
5,798,330 76,297 |
(237,739) 14,652 |
(3.94) 23.77 |
| Net Gross Profit Operating Expenses Operating Income Non-operating Income and Expenses |
6,097,714 4,727,061 1,370,653 562,087 |
5,874,627 4,357,247 1,517,380 508,048 |
(223,087) (369,814) 146,727 (54,039) |
(3.66) (7.82) 10.70 (9.61) |
| Income before Tax Income Tax Expense |
1,932,740 430,984 |
2,025,428 466,693 |
92,688 35,709 |
4.80 8.29 |
| Net Income | 1,501,756 | 1,558,735 |
56,979 |
3.79 |
⚫ Analysis of increase (decrease) by 20% or more:
The increase in realized (unrealized) gains on sales was mainly due to the decrease in sales for the year and the increase in realized gains from the past.
⚫ Sales volume forecast and the basis therefor, and the effect on the financial operations and measures to be taken in response: Please refer to "Letter to Shareholders."
262
c. Cash Flows
- 1) Cash Flow Analysis for the Current Year
Unit: NT$1,000
| Year Item |
2019 | 2020 | Change, by | Change, by |
|---|---|---|---|---|
| Amount | Percentage | |||
| Cash and Cash Equivalents at Beginning of Year |
6,780,332 | 5,764,661 |
(1,015,671) |
(14.98) |
| Net Cash Flows Generated fromOperatingActivities |
1,101,732 | 1,875,427 |
773,695 |
70.23 |
| Net Cash Flows Used in InvestingActivities |
(510,529) | (409,651) | 100,878 | 19.76 |
| Net Cash Flows Used in FinancingActivities |
(1,373,532) | (1,907,932) | (534,400) | 38.91 |
| Effect of Exchange Rate Changes |
(233,342) | 121,620 | 354,962 | (152.12) |
| Cash and Cash Equivalents at End of Year |
5,764,661 | 5,444,125 |
(320,536) |
(5.56) |
The increase in net cash flows generated from investing activities was mainly due to the decrease in accounts payable and other payables.
The increase in net cash flows used in financing activities was mainly due to the repayment of loans and short-term notes.
-
2) Corrective Measures to Be Taken in Response to Illiquidity and Liquidity Analysis: None.
-
3) Liquidity Analysis for the Coming Year
| Cash at Beginning of Year |
Remedial Measures for Cash Inadequacy |
Remedial Measures for Cash Inadequacy |
|||
|---|---|---|---|---|---|
| Net Cash Flows | |||||
| Cash Flows | Cash Surplus | ||||
| from Operating | |||||
| Used | (Inadequacy) | Investment | Financial Plan |
||
| Activities | |||||
| Plan | |||||
| 5,444,125 | 1,691,203 | (3,636,598) | 3,498,730 |
─ | ─ |
d. Effect on Financial Operations of Any Major Capital Expenditures during the Most Recent Fiscal Year
-
1) Utilization of Major Capital Expenditures and Sources of Capital in the Most Recent 2 Years and Forecast of Capital Expenditures in the Next Five Years: None.
-
2) Projected Potential Benefits
-
a) Projected increase in production and sales volume, value, and gross margin: N/A.
-
b) Other benefits: N/A.
263
e. Reinvestment Policy for the Most Recent Fiscal Year, Main Reasons for Profits/Losses Generated Thereby, Plan for Improving Re-investment Profitability, and Investment Plans for the Coming Year
- 1) Reinvestment Policy
Aurora mainly reinvests in businesses which closely correlate to Aurora's major lines of business or high-performing businesses with promising prospects. Investments are assessed, made, and managed in accordance with the "Procedures for Acquisition or Disposal of Assets."
-
2) Gains on investment accounted for using the equity method reached NT$249,645 thousand in 2020, which was mainly due to the gains on reinvestments.
-
3) Plan for Improving Re-investment Profitability and Investment Plans for the Coming Year
Aurora will continue to focus on the major lines of business and increase capital expenditures only on major lines of business. There will be no investment plan for business outside the major lines of business.
f. Risk Analysis and Assessment for the Most Recent Fiscal Year and during the Current Fiscal Year Up to the Date of Publication of the Annual Report
-
1) Effect on the Profit (Loss) of Interest and Exchange Rate Fluctuations and Changes in the Inflation Rate, and Response Measures to Be Taken in the Future
-
a) Interest rate: Currently, the domestic interest rate, as well as the lending rate, remains low, resulting in a decrease in interest expenses. It is conducive to the company's profit.
-
b) Exchange rate: Foreign-currency liabilities are mainly denominated in the US dollar. Aurora will closely monitor the trends in foreign exchange markets and take appropriate measures for hedging.
-
c) Inflation: The domestic market is Aurora's main sales territory. The Directorate General of Budget, Accounting and Statistics has forecast that the economic growth rate in 2021 will be about 4.64% with stable commodity prices. Aurora has always been expert in offering general marketing and exquisite service. As Aurora has built strong relationships with customers, inflation is expected to be under control without having a significant impact on the profit (loss).
-
2) Policy regarding High-risk Investments, Highly Leveraged Investments, Loans to Other Parties, Endorsements/Guarantees, and Derivatives Transactions, Main Reasons for the Profit (Loss) Generated Thereby, and Response Measures to Be Taken in the Future
-
a) Aurora did not engage in high-risk or highly leveraged investments.
-
b) Aurora has drawn up the “Procedures for Loaning of Funds to Others,” “Procedures for Making of Endorsements/Guarantees,” and "Procedures for Acquisition or Disposal of Assets." Relevant operations were handled in accordance with the said regulations, along with the internal control and audit work carried out to manage relevant risks.
264
-
3) R&D Work to Be Carried Out in the Future and Further Expenditures Expected for R&D Work: Please refer to "5. Operational Highlights."
-
4) Effect on the Financial Operations of Important Policies Adopted and Changes in the Legal Environment at Home and Abroad, and Measures to Be Taken in Response
The financial operations of Aurora were not affected by important policies adopted and changes in the legal environment at home and abroad.
- 5) Effect on the Financial Operations of Developments in Science and Technology and Industrial Change, and Measures to Be Taken in Response
The financial operations of Aurora were not affected by any developments in science and technology.
- 6) Effect on the Crisis Management of Changes in the Corporate Image, and Measures to Be Taken in Response
The financial operations of Aurora were not affected by any changes in the corporate image.
- 7) Expected Benefits and Possible Risks Associated with Any Mergers and Acquisitions, and Measures to Be Taken in Response
Aurora did not engage in any mergers and acquisitions.
- 8) Expected Benefits and Possible Risks Associated with Any Plant Expansion, and Measures to Be Taken in Response
Aurora did not engage in any plant expansion.
- 9) Risks Associated with Any Consolidation of Sales or Purchasing Operations, and Measures to Be Taken in Response
As the sales of Konica Minolta's and Sharp's printers have achieved economies of scale, the amount of purchase from such suppliers accounted for about 25% of the total purchase. Aurora has maintained long-term relationships with Konica Minolta and Sharp and has signed OEM and distribution contracts with them respectively. Therefore, the risk of consolidation of purchasing operations was low.
- 10) Effect on and Risk to Aurora in the Event a Major Quantity of Shares Belonging to a Director or Shareholder Holding Greater than a 10% Stake in Aurora Has Been Transferred or Has Otherwise Changed Hands, and Measures to Be Taken in Response
No major quantity of shares belonging to a director or shareholder holding greater than a 10% stake in Aurora was transferred or otherwise changed hands.
- 11) Effect on and Risk to Aurora Associated with Any Change in Governance Personnel or Top Management, and Measures to Be Taken in Response
There was no change in governance personnel or top management of Aurora.
-
12) Major Litigious, Non-litigious or Administrative Disputes that May Materially Affect the Shareholders' Equity or Prices of Securities: None.
-
13) Information Security Risk Assessment and Measures to Be Taken in Response
-
a) To implement information security management, Aurora has formulated the "Information Security Regulations" and "Computer Room Regulations” and set up an information department to be in charge of executing information work plans, deploying network firewalls and monitoring systems to control access and records, and updating anti-virus and vulnerability scanner software on a yearly basis to reduce
265
information security risks.
- b) Each year, internal and external auditors conduct the scheduled and unscheduled audit work on the information security management system to evaluate the information security operations, risk controls, and incident management improvements, and report to the Board of Directors on a regular basis, so as to ensure the information security of business activities.
g. Other Important Matters: None.
266
8. Special Disclosure
a. Information on Affiliates
-
1) Consolidated Business Report of Affiliates
-
a) Organizational chart of affiliates
Date: December 31, 2020
Aurora Corporation
| Aurora Corporation | Aurora Corporation | Aurora Corporation | Aurora Corporation | Aurora Corporation | Aurora Corporation | Aurora Corporation | Aurora Corporation | Aurora Corporation | Aurora Corporation | Aurora Corporation | Aurora Corporation | Aurora Corporation | Aurora Corporation | Aurora Corporation | Aurora Corporation | Aurora Corporation | Aurora Corporation | Aurora Corporation | Aurora Corporation | Aurora Corporation | Aurora Corporation | Aurora Corporation |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 91.13% Aurora Office Automation Corporation 70% Aurora Machinery Equipment (Shanghai) Co., Ltd. 100% Aurora (China) Investment Co., Ltd. 100% Aurora (China) Co., Ltd. 100% Aurora Office Automation Sales Co., Ltd. Shanghai 100% Aurora Office Equipment Co., Ltd. Shanghai 88.04% Aurora (Bermuda) Investment Ltd. 70% KM Developing Solutions Co., Ltd. 26% Ever Young Biodimension Corporation 25% 70% Aurora (Shanghai) Cloud Technology Co., Ltd. 55% General Integration Technology Co., Ltd. 30% 100% Aurora Home Furniture Co., Ltd. 100% Aurora (Jiang Su) Enterprise Development Co., Ltd. 70% Aurora (Shanghai) Electronic Commerce Co., Ltd. |
||||||||||||||||||||||
| 88.04% Aurora (Bermuda) Investment Ltd. |
70% KM Developing Solutions Co., Ltd. |
70% Aurora Machinery Equipment (Shanghai) Co., Ltd. |
55% General Integration Technology Co., Ltd. |
26% Ever Young Biodimension Corporation |
||||||||||||||||||
| 25% | ||||||||||||||||||||||
| 100% Aurora Office Equipment Co., Ltd. Shanghai |
100% Aurora (China) Co., Ltd. |
100% Aurora (Jiang Su) Enterprise Development Co., Ltd. |
||||||||||||||||||||
| 100% Aurora Office Automation Sales Co., Ltd. Shanghai |
70% Aurora (Shanghai) Cloud Technology Co., Ltd. |
70% Aurora (Shanghai) Electronic Commerce Co., Ltd. |
267
b) Basic information of affiliates
December 31, 2020
Unit: NT$1,000
| Date of | Major Lines of Business or | |||
|---|---|---|---|---|
| Name of Affiliate | Address |
Paid-in Capital | ||
| Incorporation | Products | |||
| Aurora Office Automation Corporation |
1975.11.07 | 13F, No. 2, Section 5, Xinyi Road, Taipei City |
NT$902,902 thousand |
Sale and maintenance of MFPs |
| Aurora (Bermuda) Investment Ltd. |
1995.04.28 | Cedar House, 41 Cedar Avenue, Hamilton HM 12, Bermuda |
US$76,500 thousand |
Investment holding |
| Aurora (China) Investment Co., Ltd. |
1999.04.23 |
36~37F, No. 99, Fucheng Road, Pudong New Area, Shanghai, China |
US$76,500 thousand |
Investment holding |
| Aurora Office Equipment Co., Ltd. Shanghai |
1993.08.31 | No. 388, Jiaxin Road, Malu Town, Jiading District, Shanghai, China |
US$33,000 thousand |
Manufacturing and sale of computers, MFPs, and communications equipment |
| Aurora (China) Co., Ltd. | 2000.01.25 | No. 369, Shenxia Road, Jiading District, Shanghai, China |
US$30,000 thousand |
Manufacturing and sale of office furniture |
| Aurora Office Automation Sales Co., Ltd. Shanghai |
2003.11.03 | No. 399, Hujiafu Road, Jiading District, Shanghai, China |
RMB350,000 thousand |
Sale, lease, and agency of Aurora Brand products |
| Aurora (Shanghai) Cloud Technology Co., Ltd. |
2016.11.11 | 294H, Building 2, No. 750, Linyuan Street, Zhujing Town, Jinshan District, Shanghai, China |
RMB10,000 thousand |
Sale of printing and office equipment and furniture and consulting service |
| Aurora Home Furniture Co., Ltd. |
2012.08.20 | No. 388, Jiaxin Road, Malu Town, Jiading District, Shanghai, China |
RMB50,000 thousand |
Production and sale of furniture |
| General Integration Technology Co., Ltd. |
1992.08.11 | No. 343, Chongqing Road, Heyuan Village, Xitun District, Taichung City |
NT$99,360 thousand |
Sale and maintenance of MFPs |
| KM Developing Solutions Co., Ltd. |
2016.04.01 | 16F, No. 2, Section 5, Xinyi Road, Xinyi District, Taipei City |
NT$100,000 thousand |
Wholesale and retail of information software, computers, and office equipment |
| Ever Young Biodimension Corporation |
2016.11.17 | 4F, No. 343, Chongqing Road, Xitun District, Taichung City |
NT$33,000 thousand |
Wholesale of precision instruments |
| Aurora Machinery Equipment (Shanghai) Co., Ltd. |
2018.08.03 | Room 522, No. 1, Jilong Road, Shanghai Free-Trade Zone, China |
RMB25,000 thousand |
Wholesale of mechanical and electronic equipment, internet communication equipment, and computer software and hardware |
| Aurora (Jiang Su) Enterprise Development Co., Ltd. |
2019.05.16 | North of Bihua Road and west of Jindu Road, Nantong High-tech Industrial Development Zone |
RMB200,000 thousand |
Reinvestment and property lease |
| Aurora (Shanghai) Electronic Commerce Co., Ltd. |
2015.12.16 | 299A, Building 2, No. 750, Linyuan Street, Zhujing Town, Jinshan District, Shanghai, China |
RMB5,000 thousand |
E-platform |
c) Where there is considered to be a controlled and subordinate relation, information of the same shareholders: None.
- d) Overall business scope of affiliates: A full range of trading and manufacturing services.
268
e) Information on directors, supervisors, and presidents of affiliates
December 31, 2020
Unit: NT$1,000; share; %
| Shareholding | Shareholding | |||
|---|---|---|---|---|
| Name of Affiliate | Title | Name or Representative | Number of | Percentage of |
| Shares | Ownership | |||
| Aurora Office Automation Corporation |
Chairman Supervisor President |
Representative of Aurora: Chen Cheng-Sen Chen Chen-Mei Chen Cheng-Sen |
82,277,763 | 91.13% |
| Aurora (Bermuda) Investment Ltd. |
Chairman Director Director |
Yuan Hui-Hua Chen Yung-Tai Wu Chun |
US$67,350 thousand |
88.04% |
| Aurora (China) Investment Co., Ltd. |
Chairman Director Director Supervisor |
Yuan Hui-Hua Chen Yung-Tai Wu Chun Ma Chih-Hsien |
US$76,500 thousand |
100.00% |
| Aurora Office Equipment Co., Ltd. Shanghai |
Chairman Director Director Supervisor |
Yuan Hui-Hua Chen Yung-Tai Wu Chun Ma Chih-Hsien |
US$33,000 thousand |
100.00% |
| Aurora (China) Co., Ltd. |
Chairman Director Director Supervisor |
Yuan Hui-Hua Chen Yung-Tai Chou Chi-Cheng Ma Chih-Hsien |
US$30,000 thousand |
100.00% |
| Aurora Office Automation Sales Co., Ltd. Shanghai |
Chairman Director Director Supervisor |
Yuan Hui-Hua Chen Yung-Tai Chou Chi-Cheng Wu Chun |
RMB350,000 thousand |
100.00% |
| Aurora (Shanghai) Cloud Technology Co., Ltd. |
Chairman Director Director Supervisor |
Wu Chun Yuan Hui-Hua Tseng Yuan-Chi Ma Chih-Hsien |
RMB10,000 thousand |
70.00% |
| Aurora Home Furniture Co., Ltd. |
Chairman Director Director Supervisor |
Lo Wan-Jen Yuan Hui-Hua Chou Chi-Cheng Ma Chih-Hsien |
RMB50,000 thousand |
100.00% |
| Aurora (Jiang Su) Enterprise Development Co., Ltd. |
Chairman Director Director Supervisor |
Yuan Hui-Hua Chou Chi-Cheng Lo Wan-Jen Wu Chun |
RMB200,000 thousand |
100.00% |
| General Integration Technology Co., Ltd. |
Chairman Director Director Supervisor |
Chi Chung-Nan Representative of Aurora: Yuan Hui-Hua Representative of Aurora: Chen Cheng-Sen Chen Li-Chen |
5,464,800 | 55.00% |
| KM Developing Solutions Co., Ltd. |
Chairman Director Director Supervisor |
Representative of Aurora: Ma Chih-Hsien Representative of Aurora: Yuan Hui-Hua Representative of Konica Minolta Inc., Japan: Yuji Nakata Chen Cheng-Sen |
7,000,000 | 70.00% |
269
| Shareholding | Shareholding | |||
|---|---|---|---|---|
| Name of Affiliate | Title | Name or Representative | Number of | Percentage of |
| Shares | Ownership | |||
| Ever Young Biodimension Corporation |
Chairman Director Director Director Director Director Director Supervisor Supervisor |
Yang Li-Hui Representative of Aurora: Yuan Hui-Hua Representative of Aurora: Chen Cheng-Sen Representative of General Integration Technology Co., Ltd.: Chi Chung-Nan Representative of General Integration Technology Co., Ltd.: Chang Min-Nan Fang Hsin-Yuan Wang Hsu-Wen Chen Li-Chen Chen Yi-Wen |
1,683,000 |
51.00% |
| Aurora Machinery Equipment (Shanghai) Co., Ltd. |
Chairman Director Director Supervisor |
Chi Chung-Nan Yuan Hui-Hua Chou Chi-Cheng Ma Chih-Hsien |
RMB25,000 thousand |
100.00% |
| Aurora (Shanghai) Electronic Commerce Co., Ltd. |
Chairman Supervisor |
Yuan Hui-Hua Chen Chi |
RMB5,000 thousand |
70.00% |
f) Operating status of affiliates
| December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | |
|---|---|---|---|---|---|---|---|---|
| Unit: NT$1,000 | ||||||||
| Earnings | ||||||||
| Profit or | ||||||||
| Total | Operating | Operating | Per Share | |||||
| Name of Affiliate | Capital | Total Assets | Net Worth | Loss | ||||
| Liabilities | Revenue | Income | (NT$) | |||||
| (after Tax) | ||||||||
| (after Tax) | ||||||||
| Aurora | 2,328,350 | 11,051,269 |
2,821,323 | 8,229,946 | 8,637,151 |
839,165 |
824,634 | 10.78 |
| (Bermuda) | ||||||||
| Investment Ltd. | ||||||||
| Aurora Office | 902,902 | 3,172,339 |
836,885 |
2,335,454 | 830,161 |
162,001 |
279,885 | 3.10 |
| Automation | ||||||||
| Corporation | ||||||||
| General | 99,360 | 313,933 |
132,860 |
181,073 |
126,253 |
(4,819) |
(702) |
(0.07) |
| Integration | ||||||||
| Technology Co., | ||||||||
| Ltd. | ||||||||
| KM Developing | 100,000 | 226,200 |
76,275 |
149,925 |
312,181 |
39,074 |
32,174 |
3.22 |
| Solutions Co., | ||||||||
| Ltd. | ||||||||
| Ever Young | 33,000 | 32,117 |
15,627 |
16,490 |
14,613 |
(8,029) |
(6,777) |
(2.05) |
| Biodimension | ||||||||
| Corporation | ||||||||
| Aurora | 112,549 | 99,380 |
40,707 |
58,673 |
73,914 |
(27,048) |
(23,720) | (0.95) |
| Machinery | ||||||||
| Equipment | ||||||||
| (Shanghai) Co., | ||||||||
| Ltd. |
Note: The operating status of Aurora (Bermuda) Investment Ltd. is based on the consolidated financial statements that consist of the following subsidiaries:
Aurora (China) Investment Co., Ltd. and its subsidiaries;
(1) Aurora (China) Co., Ltd.
(2) Aurora Office Equipment Co., Ltd. Shanghai
(3) Aurora (Jiang Su) Enterprise Development Co., Ltd.
(4) Aurora Office Automation Sales Co., Ltd. Shanghai
(5) Aurora (Shanghai) Cloud Technology Co., Ltd.
(6) Aurora Home Furniture Co., Ltd.
- (7) Aurora (Shanghai) Electronic Commerce Co., Ltd.
270
2) Consolidated Financial Statements of Affiliates
==> picture [444 x 33] intentionally omitted <==
Declaration of Consolidated Financial Statements of Affiliates
In 2020 (from January 1 to December 31, 2020), pursuant to "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises," Aurora's entities that shall be included in preparing the Consolidated Financial Statements of Affiliates and the Parent-Subsidiary Consolidated Financial Statements for International Financial Reporting Standards (IFRS) 10 are the same. Moreover, the disclosure information required for the Consolidated Financial Statements of Affiliates has been fully disclosed in the aforementioned Parent-Subsidiary Consolidated Financial Statements; hence, a separate Consolidated Financial Statements of Affiliates will not be prepared. Sincerely,
Company: Aurora Corporation
Chairman: Yuan Hui-Hua
March 16, 2021
==> picture [486 x 50] intentionally omitted <==
- 3) Reports on Affiliations: None.
271
-
b. Private Placement of Securities during the Most Recent Fiscal Year and during the Current Fiscal Year Up to the Date of Publication of the Annual Report: None.
-
c. Holding or Disposal of Shares in Aurora by Subsidiaries during the Most Recent Fiscal Year and during the Current Fiscal Year Up to the Date of Publication of the Annual Report
| Unit: NT$1,000; share; % Pledge Making of Endorsements /Guarantees to Subsidiary Loaning of Funds to Subsidiary - - - |
Unit: NT$1,000; share; % Pledge Making of Endorsements /Guarantees to Subsidiary Loaning of Funds to Subsidiary - - - |
Unit: NT$1,000; share; % Pledge Making of Endorsements /Guarantees to Subsidiary Loaning of Funds to Subsidiary - - - |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount and | Amount and | Shares Held and | Making of | ||||||||
| Aurora's | Date of | Loanin of | |||||||||
| Name of | Paid-in | Source of | Ownershi |
Acuisition or |
Number of | Number of | Investment | Amount Up to the | Plede | Endorsements | g Funds to |
| Subsidiary | Capital | Capital | p (%) |
q Disposal |
Shares | Shares | Income | Date of Publication | g | /Guarantees to | Subsidiary |
| Acquired | Disposed of | of the Annual Report | Subsidiary | ||||||||
| Aurora Office Automation Corporation |
NT$902,902 thousand |
Private capital |
91.13% | As of the date of publication of the Annual Report |
- | - | - | 12,496,797 shares NT$1,154,704 |
- | - | - |
-
d. Other Supplementary Information: None.
-
e. Situations Listed in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act, which Might Materially Affect Shareholders' Equity or the Price of the Securities, Occurring during the Most Recent Fiscal Year and during the Current Fiscal Year Up to the Date of Publication of the Annual Report: None.
272
Aurora Corporation
Chairman: Yuan Hui-Hua