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Aurora — Annual Report 2021
Jun 22, 2022
52038_rns_2022-06-22_3ee49a03-7adf-4683-98ec-705266e4653f.pdf
Annual Report
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Stock Code: 2373
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Aurora Corporation
2021 Annual Report (Translation)
April 11, 2022
This Annual Report is available at: http://mops.twse.com.tw/
http://www.aurora.com.tw/
- Spokesperson:
Name: Ma Chih-Hsien Title: Spokesperson Tel: (02) 2345-8088 E-mail: [email protected]
Deputy Spokesperson: Name: Wang Yu-Chih Title: Director Tel: (02) 2345-8088 E-mail: [email protected]
- Contact Information of Headquarters, Branches and Plants:
| Name Headquarters Branches Office Equipment Division Furniture Division Furniture Factory Cloud Service Division |
Address 15F, No. 2, Sec. 5, Xinyi Rd., Xinyi Dist., Taipei City 15F, No. 2, Sec. 5, Xinyi Rd., Xinyi Dist., Taipei City 10/F, No.156, Jiankang Rd., Taipei City No. 13, You 7th Rd., Dajia Dist., Taichung City 15F, No. 2, Sec. 5, Xinyi Rd., Xinyi Dist., Taipei City |
Telephone |
|---|---|---|
| (02)2345-8088 (02)2345-8008 (02)5581-8588 (04)2681-5990 (02)2345-8066 |
- Contact Information of Stock Transfer Agencies:
Name: Yuanta Securities Co., Ltd. Address: B1, No. 210, Sec. 3, Chengde Rd., Datong Dist., Taipei City http://www.yuanta.com.twWebsite: http://www.yuanta.com.tw Tel: (02) 2586-5859
- Certified accountant for the most recent Annual Financial Report :
Name: Chi Rui-Chuan, Hsieh Chien-Hsin Name of Accounting Firm: Deloitte &Touche Address: 20F, No. 100, Songren Rd., Xinyi Dist., Taipei City 110016 http://www.deloitte.com.twWebsite: http://www.deloitte.com.tw Phone: (02) 2725-9988
-
Overseas Securities Exchange Where Securities Are Listed and Method of Inquiry:None
-
http://www.aurora.com.twCompany Website: http://www.aurora.com.tw
Contents
| Contents | Contents | |
|---|---|---|
| **1. ** | Report to Shareholders .......................................................................................................... 1 | |
| **2. ** | Company Profile .................................................................................................................... 4 | |
| a. | Date of Establishment ....................................................................................................... 4 | |
| b. | Company History .............................................................................................................. 4 | |
| **3. ** | Corporate Governance Report ............................................................................................. 8 | |
| a. | Organizational System ...................................................................................................... 8 | |
| b. | Directors, General Managers, Heads of Departments and Branches ................................ 10 | |
| c. | Remuneration of Directors And General Manager ........................................................... 17 | |
| d. | Corporate Governance Operations .................................................................................... 22 | |
| e. | Certified Public Accountant Fee Information ................................................................... 60 | |
| f. | Replacement of accountant ............................................................................................... 60 | |
| g. | The chairman of the board of directors, the general manager, the manager in charge | |
| of the financial or accounting affairs of the company, who has worked in a firm of | ||
| visa accountants or an affiliated enterprise thereof in the last year .................................. 60 | ||
| 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% .................................................................... 60 | ||
| i. | Relationship among the 10 Largest Shareholders ............................................................. 62 | |
| j. | The number of shares held by the company, its directors, managers and enterprises | |
| directly or indirectly controlled by the company in the same reinvested enterprise and | ||
| the comprehensive shareholding ratio .............................................................................. 66 | ||
| **4. ** | Fundraising Situation ............................................................................................................ 67 | |
| a. | Capital and Shares ............................................................................................................ 67 | |
| b. | Situation of corporate bonds ............................................................................................. 72 | |
| c. | Status of special shares ..................................................................................................... 72 | |
| d. | Overseas Depository Certificate Processing ..................................................................... 72 | |
| e. | Employee stock option certificate handling situation ....................................................... 72 | |
| f. | Restriction on the handling of new shares of employees' rights ....................................... 72 | |
| g. | Mergers and acquisitions of shares of other companies for the issuance of new shares .. 72 | |
| h. | Implementation of Capital Allocation Plans ..................................................................... 72 | |
| **5. ** | Overview of Operations ......................................................................................................... 73 | |
| a. | Business Activities ............................................................................................................ 73 | |
| b. | Analysis of Market and Production and Marketing Situation .......................................... 79 | |
| 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 ......................... 85 | ||
| d. | Environmental Protection Expenses ................................................................................. 85 | |
| e. | Employee-Employer Relations ......................................................................................... 85 | |
| f. | Information Security Management ................................................................................... 88 | |
| g. | Important Contract ............................................................................................................ 91 |
| **6. ** | Financial Overview ................................................................................................................ 92 | Financial Overview ................................................................................................................ 92 |
|---|---|---|
| a. | Condensed Balance Sheets and Statements of Comprehensive Income for the Past | |
| Five Fiscal Years ............................................................................................................... 92 | ||
| b. | Financial Analyses for the Past Five Fiscal Years ............................................................ 96 | |
| c. | Audit Committee's Review Report on Financial Statements for the Most Recent | |
| Fiscal Year ......................................................................................................................... 99 | ||
| d. | Financial Statements for the Most Recent Fiscal Year ..................................................... 100 | |
| e. | The Company`s Individual Financial Report of the most recent year has been audited | |
| and certified by the accountant ......................................................................................... 181 | ||
| f. | The Company and its related companies had financial turnover difficulties in the | |
| most recent year and as of the date of publication of the annual report, the impact on | ||
| the financial situation of the Company ............................................................................. 263 | ||
| **7. ** | Review of Financial Conditions and Operating Results and Risk Matters ...................... 264 | |
| a. | Financial Situation ............................................................................................................ 264 | |
| b. | Financial Performance ...................................................................................................... 265 | |
| c. | Cash Flow ......................................................................................................................... 266 | |
| d. | Effect of significant capital expenditures on financial operations in the most recent | |
| year .................................................................................................................................... 266 | ||
| e. | The most recent annual reinvestment policy, the main reasons for its profit or loss, | |
| the improvement plan and the investment plan for the next year ..................................... 266 | ||
| f. | Analysis and assessment of risk matters for the most recent year and as of the date of | |
| publication of the annual report ........................................................................................ 267 | ||
| g. | Other important matters .................................................................................................... 269 | |
| **8. ** | Special Notes ........................................................................................................................... 270 | |
| a. | Information on Affiliates ................................................................................................... 270 | |
| b. | As of the date of publication of the latest annual and annual reports, the status of the | |
| handling of private placement securities .......................................................................... 276 | ||
| c. | As of the printing date of the latest annual and annual reports, the subsidiary held or | |
| disposed of the company's shares ..................................................................................... 276 | ||
| d. | Other necessary supplementary notes ............................................................................... 276 | |
| e. | Events that have a significant impact on shareholders' equity or securities prices as | |
| specified in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange | ||
| Act occurred in the most recent year and up to the date of publication of the annual | ||
| report ................................................................................................................................. 276 |
1. Report to Shareholders
Dear shareholders, ladies and gentlemen,
Looking back at 2021, due to the exacerbation of the local coronavirus outbreak in Taiwan in May, coupled with the global supply chain that has not resumed normal operations due to the continuation of the outbreak, the supply of raw materials, chips and other key production factors has been tight, which has impacted the overall economy and also affected the operation of Aurora. Nevertheless, Aurora continued to refine its operations to reduce the impact of external shocks, and the overall profit declined slightly in 2021. The following is a summary of the results of operations in 2021 and the plan for 2022:
a. 2021 Operating Results
1) Business Results
The Consolidated Operating Revenue in 2021 is NT$ (the same below) 13,577,257 thousand, the Net Income After Taxes Attributable to the parent company is NT$1,391,539 thousand, and the After-tax Profit per share is NT$6.19. The two-year profit and loss comparison is as follows:
| Unit: NT$ thousand Increase (Decrease) Growth Rate 626,283 5% 110,516 3% (46,770) -3% (0.21) - |
Unit: NT$ thousand Increase (Decrease) Growth Rate 626,283 5% 110,516 3% (46,770) -3% (0.21) - |
||||
|---|---|---|---|---|---|
| Item\ Year | Year 2021 | Year 2020 | Increase (Decrease) |
Growth Rate | |
| Operating Revenue |
Consolidated | 13,577,257 | 12,950,974 | 626,283 | 5% |
| Parent companyonly |
3,285,129 | 3,174,613 | 110,516 | 3% | |
| Net Profit After Tax (Attributable to the parent company) |
1,391,539 | 1,438,309 | (46,770) | -3% | |
| Earnings Per Share After Tax NT$ |
6.19 | 6.40 | (0.21) | - |
In terms of the consolidated financial structure, the current ratio of 152% and the ratio of liabilities (as a percentage of assets) of 51% are sound.
- 2) Review of Operating Performance
The Company's main operating results for 2021 include:
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The OA and furniture businesses in both Mainland China and Taiwan have all reported profitable growth.
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Aurora Cloud Technologies in Taiwan and National Taiwan Normal University have jointly established the "Aurora Cloud AI Human Resources Lab" to help the enterprises
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to recruit talents accurately.
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The OA business in Mainland China expanded the A4 machine market, grasped the trend of home office, and the number of units continued to grow.
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“Activa Lab” opened in Shanghai, providing spatial solutions and intelligent experiences in five office modes, including focus, collaboration, learning, socializing and relaxation.
b. Summary of the 2022 Plan and Developed Strategies
- 1) Prediction of Impact from External Competition and Overall Business Environment and Countermeasures
Major institutions, including the Directorate General of Budget, Accounting and Statistics, Executive Yuan, are all expected to maintain overall domestic economic growth in 2022, but there are still many variables internationally. In response to inflationary pressures, monetary policies in various countries will enter a cycle of tightening interest rates, and the military concerns of regional conflicts will also significantly increase political risks, which will affect the overall economic environment. Regardless of the external climate, Aurora will continue to refine its operations to meet the challenges. In addition, the coronavirus pandemic has accelerated the digital transformation of enterprises, and the continuous wave of ESG has also driven enterprises to accelerate the low-carbon transformation, which are opportunities for Aurora to develop. To this end, we focus on the office industry market, combining tools and technologies such as big data, AI artificial intelligence, IoT (Internet of Things) to enhance the digitization and intelligence of goods, services and solutions. We also incorporate the ESG philosophy into our business processes and business models to help customers save energy and reduce carbon, create an environmentally friendly, healthy, intelligent and efficient office environment, thereby creating differences between Aurora and the industry, and continuously strengthening our overall competitiveness.
-
2) Development Strategies for Each Segment
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a) OA business: Committed to being the leader in the overall solution of the office space, providing customers with an efficient, innovative and intelligent office environment.
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i. Create an efficient office scenario with printing equipment (A3/A4/PP machines, etc.) as the core of the solution.
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ii. Create an innovative service capabilities centered on IoT, cloud, and remote service platforms.
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iii. Create intelligent meeting solutions centered on smart screens, cloud video, and meeting control systems.
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iv. Create a zero-touch intelligent management (ZTSM) platform centered on cloud talent, facial recognition, and AI interviews.
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b) Furniture business: Adhering to the belief that “Better Work Better Life”, we strive to become a leader in high-end office space solutions.
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i. Combining Activa's agile philosophy and customer demand-driven development of trending merchandise and smart spatial solutions to deliver a healthy and wonderful work experience for customers.
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ii. Give full play to the advantages of the brand, strengthen the competitiveness of directsale, distribution and e-commerce channels, and accelerate the development of new medical and educational furniture products, optimize the product portfolio, and expanding the scale of operations. Increase the gap with other industries.
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iii. From product design and development, manufacturing, distribution, assembly, intelligent and environmentally friendly craftsmanship and processes, combined with high-quality suppliers, to achieve synergy and create a green ecosystem in the industry.
c. Conclusion
Despite the unfavorable circumstances of the COVID-19 pandemic in 2021, with the support of our shareholders and the efforts of our colleagues, we have delivered the stable profits and accumulated a more solid operating base. In recent years, ESG has become a criterion for sustainable business. The business philosophy of Aurora is "Customer satisfaction, Associate Contentment, Business Attainment, Pursue Sustainable Business", which includes the overall content of ESG sustainability. Looking forward to 2022, the Company will continue to do a great job in ESG forward-looking planning, formulate and implement concrete action plans, create higher value for shareholders, customers, colleagues, and society, make good use of corporate social responsibility, exert positive influence, and implement the business philosophy and ESG sustainability.
Chairman of the Board:
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2. Company Profile
a. Date of Establishment:
The Company was founded in October 1965 and its main business is the sale of office equipment and furniture. In addition to providing the sales and services of various famous branded products, it also has its own branded "Aurora" products to meet the customer needs, increase the opportunity to renew products, establish brand loyalty, and lay the foundation for the enterprise's pursuit of sustainable business.
b. Company History
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Aurora Corporation was Founded
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First introduction of electronic photocopiers
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Officially activate the Enterprise Identification System
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1971 Issued the Aurora Monthly
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Implemented the Profit Center System branch-wide
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On the 20th anniversary of the establishment, the corporate logo symbolizing sustainable management was launched, and a new corporate identification system (CIS) was established.
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1990 Established Office Furniture Division and its own brand "AURORA" won the National Excellent Brand Award
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1991 the Company's stock was listed
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1995 Established the "Aurora Office Parks" in Jiading, Shanghai
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1997 Established Aurora Communication Chain Store to expand the distribution channels
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1999 Changed the classification of securities trading from department stores to electronics
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2000 Reinvested Aurora Office Furniture Co., Ltd. Shanghai (Aurora Furniture) from Aurora Office Equipment Co., Ltd. Shanghai
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2003 Reinvested to establish Aurora Office Automation Sales Co., Ltd. Shanghai
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2006 Reinvested and established Aurora Telecom Co., Ltd.
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In October, the trademark “Aurora” was awarded the “China Famous Trademark” in Mainland China.
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2009 Merged Aurora System Co., Ltd. and Heng Rong Industry Co., Ltd.
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2010 Participated in the Shanghai World Expo and became the first Taiwanese company to build its own pavilion in the World Expo in 160 years
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2011 Was the first furniture brand to be entitled the "High-tech Enterprises" in China
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2012 Aurora Museum preview, and "Bvlgari 125 Year Italian Classic Design Art Exhibition" tour exhibition in four major cities around the world
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Joint venture with Fursys Group of Korea to establish Sidiz Furniture Co., Ltd.
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2013 Collaborated with the Industrial Technology Research Institute to publish the proprietary brand "Aurora 3D Printing Machine" and officially entered the Taiwan 3D printing market, becoming the only industry with 2D and 3D marketing channels; Mainland China cooperated with Stratasys, the leading 3D printing brand, to take inspiration from the series of China's general agency rights
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Aurora was selected as the "8th Asian Branding Ceremony" Three Awards: China's Top 10 Most Investment Value Brands, China's Top 10 Innovative Brands and Asian Brand
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Management Excellence
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Shanghai Aurora OA won the "8th Best Customer Service in China" three awards: China Best After-sales Service Award, China Best Service Management Award and China Best Customer Service Center Award
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2014 Established the Cloud Service Division and officially launched the "Aurora Cloud Office Cloud" to create a new field
In October, the Company took the share in the General Integration Technology Co., Ltd., and began to attack the 3D printing market both in Mainland China and Taiwan.
Aurora 3D printer - F1, Aurora office furniture - Yuzhihua executive desk and PLANE won the 23rd Taiwan Excellence Award
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Aurora 3D printer F1 won the "Top 100 Innovative Product Award" in the Information Technology Month
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Aurora won three awards from Jiading New Town, Shanghai: Best Contribution Award, Best Charity Award, Best Innovation Award
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Aurora furniture won the 7th Shanghai Science and Technology Enterprise Innovation Award
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Aurora won the 9th China Best Customer Service Award: China Best Customer Service Award, China Best Service Management Award, China Best After-sales Service Award, China Best Customer Service Center Award
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Won the 2013 China Top 30 Shanghai Employers of the Year
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Aurora's digital multi-functional machine was awarded a well-known trademark in China again, becoming a "Double-Power" enterprise with both furniture and OA categories
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Aurora Furniture has once again passed the qualification certification of "High-tech Enterprise"
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2015 Aurora Group set up the "Good Faith Award" in 2015 to recognize the outstanding social institutions and provide long-term stable resources
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The 3D printer F1 is stationed in the "Taiwan Boutique Hall", and also is stationed in the exhibition areas at various high-speed railway stations and airports
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Aurora Group won the first "Cross-Straits Excellence in Service Enterprise Award"
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2016 Aurora Group established the Cross-Straits 3D medical platform with China Medical University (Taiwan) and Shanghai Jiao Tong University
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Established Aurora Cloud Printing Co., Ltd. in Shanghai to build an enterprise business-level printing service experts
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The Aurora Group won the 2016 "Cross-Straits Excellence Award"
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Established "Ever Young BioDimension Corporation" with the China Medical University (Taiwan) system to provide 3D digital medical services
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Joined hands with Japan's Konica Minolta Co., Ltd. to establish "KM Developing Solutions co., ltd." to attack the high-end printing market
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Aurora OA of Mainland China won the 2016 "Design Service Special Contribution Award", "Annual Product Award", "Technology Video Annual Ceremony Maker's Choice Award"
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2017 Established "Aurora Cloud Technology Co., Ltd" in Shanghai, entered the Internet industry depending on the "Aurora Cloud Business Internet" platform
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Aurora OA of Mainland China won the "National Brand Cultivation Demonstration Enterprise", "After-sales Service Certificate Five Stars", "National Office Furniture Top Brands Top10", "Quality Workplace Evaluation Growth Winning Award of China Business News"
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Aurora OA of Mainland China won the "Enterprise Credit AAA Certificate"
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Cooperated with Hon Hai Technology Group (Foxconn ® ) to create a communication "O2O Composite Channel"
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Aurora Office Automation Corporation and Aurora Corporation of Aurora Group won the "Business Operator Introduction Electronic Invoice" award
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"Ever Young BioDimension Corporation" signed a contract with the international giant "Materialise" to introduce the world's advanced Mimics 3D medical design solutions and course certification, becoming the only service model in Taiwan that provides course training, professional certification, and software and hardware by 3-IN-ONE mode
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2018
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AURORA x ESTEL Dual-brand flagship showroom opens
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Signed strategic cooperation with 3D brand Nano Dimension & Mcor to develop 3D printing application market
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Aurora OA of Mainland China won the 2018 "Five-star After-sales Service Certification
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Aurora Furniture "UP! Lifting Table" won the Outstanding Work Award and "Inpower" won the Red Star Award
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All products of Aurora furniture have passed the GREENGUARD world authoritative indoor air quality certification test
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2019 Aurora Health Care medical furniture was launched to create a comfortable medical environment
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Opening of the Shanghai "Aurora Office Life Flagship Exhibition Hall" to create an efficient, humane, intelligent and environmentally friendly office life solution for customers
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Aurora Furniture was awarded the title of "China National Furniture Industry Leading Enterprise" by the China National Furniture Association
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Aurora Furniture was invited to participate the 2019 World Industrial Design Conference and won the "Innovative Enterprises TIA Top 10" and "Innovative Design Awards TIA Top 10"
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Aurora Group won three awards in the "9th National After-sales Service Evaluation, "National After-sales Service Enterprises Top -10", "National After-sales Service Industry Enterprises Top -10", and "National Brands for Customer Satisfaction Top -10"
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Aurora Furniture "UP! Lifting Table" won the 28th Taiwan Excellence Award
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Aurora 3D teamed up with Nano Dimension to set up "Aurora 3D Experience Center" in the Science and Technology Park "Wisdom Bay" in Mainland China
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The Aurora OA "Mobile Customer Service" APP was launched to provide the intelligent and efficient services and create the value for customers
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2020 Issued the 13th edition of the "Aurora Business Philosophy", adhere to the service belief of "Customer First", create the value for customers and satisfy the customers.
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"Aurora Cloud Technology Co., Ltd" cooperated with the Human Resources Department of the National Central University to cultivate the digital human resources professionals for future through teaching and introduction of the human resources cloud system, so that students can experience the application of human resources digital technology in advance.
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The Aurora Jiangsu Smart Industrial Park started construction, moving towards smart manufacturing, providing customers with a full range of smart office space solutions.
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Aurora Children's Furniture - Won the "2019 Ergonomic Industry Outstanding Contribution Award".
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Aurora Furniture won the title of "The 8th China Hospital Furniture Suppliers for Hospital Construction Top 10".
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The "CoLink" collaborative series of furniture won the China Design and Intelligent Manufacturing Award.
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Aurora Furniture won the honors of Leading Brands of China Office Furniture "Top Ten", "Green Furniture Brands "Top Ten in China" and "Comprehensive Strengths of China Furniture Suppliers Top 100 " in 2019-2020.
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2021 Expanded the scope of services, "Aurora Office Furniture" was renamed as "Aurora Furniture"
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Aurora Furniture's "Mobile Customer Service" APP was launched, Opened Zero Contact Service for epidemic prevention, and enhanced user experience
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"Aurora Cloud Technology Co., Ltd" and National Taiwan Normal University have jointly established the "Aurora Cloud AI Human Resources Laboratory" to assist enterprises in finding the talents accurately
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Aurora Furniture Puffy won the “The Magnolia Award”, Shanghai Design Innovation Product Excellence Award
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Aurora Furniture won the "Brand Communication Contribution Award" and "Love and Dedication to Public Welfare Award"
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The “Activa lab” mobile office laboratory for furniture was opened
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Aurora home furnishing brand was officially established, Aurora began to enter the field of children's home furnishing
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3. Corporate Governance Report
a. Organizational System:
Organizational System of Aurora Corporation
1) Organizational Structure
Effective Date: January 1, 2022
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2) Operations by Major Departments
| Divisions | Functions |
|---|---|
| Office of the Board | Responsible for arranging meetings, handling important matters, and receiving guests. |
| Auditing Office | Responsible for implementing the internal audit system. |
| Office Equipment Division |
Responsible for selling, leasing, and maintaining office equipment. Software + Hardware Integration Solutions, 3D Integration Solutions Services. |
| Furniture Division | Responsible for researching and developing and selling office furniture and offeringintegratedplanningand service. |
| Cloud Service Division | Responsible for selling cloud systems and offering consulting service. |
| Legal Affairs Office | Responsible for preventing and managing corporate governance risks and maintainingcompanyinterests. |
| Human Resources Office |
Responsible for establishing and implementing human resources development policies and employee development plans. |
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| Divisions | Functions |
|---|---|
| Finance Office | Financial system establishment and control, fiscal operations, business analysis, fund management, share operations and Investor Relations and other services. |
| IT Office | Responsible for drawing up information policies, maintaining information systems, and ensuringinformation security. |
| Marketing Office | The Group's brand image, official website, digital marketing strategy planningand execution, andpublic service. |
| Administration Office | Management of the Group's administrative management, procurement, real estate, logistics and warehousing. |
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b. Directors, General Managers, Heads of Departments and Branch Organizations Information:
1) Directors
Directors' Data (I)
April 11, 2022
| Title | Nationality/ Place of |
Name | Gender |
Date of Election |
Term | Date First |
Shareholding When Elected | Shareholding When Elected | Current Shareholding | Current Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shares Held in Others' Names |
Shares Held in Others' Names |
Education and Work |
Positions Concurrently Held in the Company and Other |
Executives, Directors or Supervisors who Are Spouses or within the Second Degree of Kinship |
Executives, Directors or Supervisors who Are Spouses or within the Second Degree of Kinship |
Executives, Directors or Supervisors who Are Spouses or within the Second Degree of Kinship |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Registration |
Age | (Appointment) |
Elected |
Number of Shares |
Shareholding Ratio (%) |
Number of Shares |
Shareholding Ratio (%) |
Number of Shares |
Shareholding Ratio (%) |
Number of Shares |
Shareholding Ratio (%) |
Experience |
Companies |
Job Title | Name | Relationship | ||||
| Chairman | R.O.C. | Yuan Hui-Hua | Female 51~60 |
2019.6.12 |
3 years |
2010.06.25 | 1,169,000 |
0.49 |
1,184,000 | 0.50 |
21,269,000 | 9.00 |
0 |
0.00 |
Director of Aurora Corporation |
Director of Aurora Telecom | Director |
Chen Yung-tai |
Spouse |
- |
| Co., Ltd. | ||||||||||||||||||||
| Director of KM Developing | ||||||||||||||||||||
| Solutions co., ltd. | ||||||||||||||||||||
| Director of Ever Young | ||||||||||||||||||||
| Biodimension Corporation | ||||||||||||||||||||
| Director of General Integration | ||||||||||||||||||||
| Technology Co., Ltd. | ||||||||||||||||||||
| Director of Aurora | ||||||||||||||||||||
| International Co., Ltd. | ||||||||||||||||||||
| Chairman of the Board of | ||||||||||||||||||||
| Aurora (Bermuda) Investment | ||||||||||||||||||||
| Ltd. | ||||||||||||||||||||
| Chairman of Aurora (China) | ||||||||||||||||||||
| Investment Co., Ltd. | ||||||||||||||||||||
| Chairman of Aurora (China) | ||||||||||||||||||||
| Co., Ltd. | ||||||||||||||||||||
| Chairman, Aurora Office | ||||||||||||||||||||
| Equipment Co., Ltd. Shanghai | ||||||||||||||||||||
Chairman, Aurora Office |
||||||||||||||||||||
Automation Sales Co., Ltd. |
||||||||||||||||||||
| Shanghai | ||||||||||||||||||||
| Director of Aurora | ||||||||||||||||||||
| International Building | ||||||||||||||||||||
| (Shanghai) Co., Ltd. | ||||||||||||||||||||
| Chairman of Aurora Building | ||||||||||||||||||||
| Management (Shanghai) Co., | ||||||||||||||||||||
| Ltd. | ||||||||||||||||||||
| Chairman of Aurora Museum | ||||||||||||||||||||
| (Shanghai) Co., Ltd. | ||||||||||||||||||||
Director of Huxen(China)Co., |
||||||||||||||||||||
| Ltd. | ||||||||||||||||||||
| Director of Aurora Machinery | ||||||||||||||||||||
| Equipment (Shanghai) Co., | ||||||||||||||||||||
| Ltd. | ||||||||||||||||||||
| Chairman of Aurora (Shanghai) | ||||||||||||||||||||
| E-Commerce Co., Ltd. | ||||||||||||||||||||
| Chairman of Aurora (Shanghai) | ||||||||||||||||||||
| Intelligent Equipment Co., Ltd. | ||||||||||||||||||||
| Director of Aurora Cloud | ||||||||||||||||||||
| (Shanghai) Technology Co., | ||||||||||||||||||||
| Ltd. |
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| Title | Nationality/ Place of |
Name | Gender |
Date of Election |
Term |
Date First |
Shareholding When Elected | Shareholding When Elected | Current Shareholding | Current Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shares Held in Others' Names |
Shares Held in Others' Names |
Education and Work |
Positions Concurrently Held in the Company and Other |
Executives, Directors or Supervisors who Are Spouses or within the Second Degree of Kinship |
Executives, Directors or Supervisors who Are Spouses or within the Second Degree of Kinship |
Executives, Directors or Supervisors who Are Spouses or within the Second Degree of Kinship |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Registration |
Age | (Appointment) |
Elected |
Number of Shares |
Shareholding Ratio (%) |
Number of Shares |
Shareholding Ratio (%) |
Number of Shares |
Shareholding Ratio (%) |
Number of Shares |
Shareholding Ratio (%) |
Experience |
Companies |
Job Title | Name | Relationship | ||||
| Director of Sidiz Furniture Co., | ||||||||||||||||||||
| Ltd. | ||||||||||||||||||||
| Chairman of Aurora (Jiangsu) | ||||||||||||||||||||
| Enterprise Development Co., | ||||||||||||||||||||
| Ltd. | ||||||||||||||||||||
| Director | Republic of China |
Chen Yung-tai |
Male 81~90 |
2019.6.12 | 3 years |
1989.12.15 | 21,134,000 |
8.95 |
21,269,000 | 9.00 |
1,184,000 |
0.50 |
0 |
0.00 |
Chairman of the Board of Directors of Aurora Corporation |
Chairman of Aurora International Co., Ltd. Director of Aurora (Bermuda) Investment Ltd. Director of Aurora (China) Investment Co., Ltd. Director of Aurora (China) Co., Ltd. Director, Aurora Office Automation Sales Co., Ltd. Shanghai Director, Aurora Office Equipment Co., Ltd. Shanghai Chairman of Aurora International Building (Shanghai) Co., Ltd. Director of Aurora Building Management (Shanghai) Co., Ltd. Director of Aurora Museum (Shanghai)Co.,Ltd. |
Director | Yuan Hui-Hua |
Spouse | - |
| Director | Republic of China |
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 81~90 |
2019.6.12 | 3 years |
1989.12.15 | 0 |
0.07 |
185,816 | 0.08 |
182,921 |
0.08 |
0 |
0.00 |
Chief Justice and President of Judicial Yuan |
Director of Aurora Corporation |
|||||
| Director | Republic of China |
Ma Chih-Hsien |
Male 51~60 |
2019.6.12 | 3 years |
2014.08.06 | 0 |
0.00 |
3,000 | 0.00 |
0 |
0.00 |
0 |
0.00 |
Chairman of KM Developing Solutions co.,ltd. |
Corporate Governance officer, Aurora Corporation Chairman of KM Developing Solutions co., ltd. |
- | - | - | - |
| Independent Director |
Republic of China |
Liao Kuo-Jung |
Male 71~80 |
2019.6.12 | 3 years |
2010.10.12 | 0 |
0.00 |
0 | 0.00 |
0 |
0.00 |
0 |
0.00 |
Chairman of TSEC Corporation |
Chairman of TSEC Corporation |
- | - | - | - |
| Independent Director |
Republic of China |
Hwa Yueh-Jiuan |
Female 61~70 |
2019.6.12 |
3 years |
2017.06.08 | 0 |
0.00 |
0 | 0.00 |
0 |
0.00 |
0 |
0.00 |
President, Waters Consulting Inc. |
General Manager of Robert Walters Taiwan |
- | - | - | - |
| Independent Director |
Republic of China |
Hsu Wen-Chung |
Male 61~70 |
2019.6.12 | 3 years |
2018.06.12 | 0 |
0.00 |
0 | 0.00 |
0 |
0.00 |
0 |
0.00 |
Chairman of Huxen Corporation |
Independent director of Aurora Corporation |
- | - | - | - |
Note 1. Director Chen Yung-tai as a director from November 28, 2000 to June 19, 2002.
Note 2. Director Lai Hao-min as a director from November 9, 2009 to December 31, 2016.
Note 3. The Company set up the Audit Committee to replace the Supervisor on July 7, 2017.
Note 4. Director Ma Chih-Hsien ceased serving as a director from 7.10.2016 to 11.6.2019; became corporate Governance officer since 10.11.2020.
11
Table 1: Major shareholders of legal person shareholders
| April 11, 2022 Major Shareholder Percentage of Ownership Chen Yung-tai 23% Y.T.Chen Sustainable Management Foundation 1.8% Y.T.Chen Foundation 5.2% Y.T.Chen Charitable Trust 30% Chan Mengkam Foundation 10% Yuan Hui-Hua 10% Nison International Investment Management Co Ltd 20% |
April 11, 2022 Major Shareholder Percentage of Ownership Chen Yung-tai 23% Y.T.Chen Sustainable Management Foundation 1.8% Y.T.Chen Foundation 5.2% Y.T.Chen Charitable Trust 30% Chan Mengkam Foundation 10% Yuan Hui-Hua 10% Nison International Investment Management Co Ltd 20% |
|
|---|---|---|
| Name of Institutional | Percentage of | |
| Major Shareholder | ||
| Shareholder | Ownership | |
| Aurora Holdings Incorporated | Chen Yung-tai | 23% |
| Y.T.Chen Sustainable Management Foundation | 1.8% | |
| Y.T.Chen Foundation | 5.2% | |
| Y.T.Chen Charitable Trust | 30% | |
| Chan Mengkam Foundation | 10% | |
| Yuan Hui-Hua | 10% | |
| Nison International Investment Management Co Ltd |
20% |
Table 2: The major shareholders in Table 1 are legal persons and their major shareholders
| April 11, 2022 Percentage of Ownership Not applicable Not applicable Not applicable Not applicable 99.87% 0.13% |
||
|---|---|---|
| Name of legal entity | Percentage of | |
| Major shareholders of legal entity shareholder | ||
| shareholder | Ownership | |
| Y.T.Chen Sustainable Management Foundation |
N/A | Not applicable |
| Y.T.Chen Foundation | N/A | Not applicable |
| Y.T.Chen Charitable Trust | N/A | Not applicable |
| D.J. Chen Foundation | N/A | Not applicable |
| Nison International Investment Management Co Ltd |
Yuan Hui-Hua | 99.87% |
| Yuan Tzu-Pin | 0.13% |
12
Directors' Information (II)
- Disclosure of information on professional qualifications of directors and supervisors and independence of independent directors:
| April 11, 2022 | April 11, 2022 | ||
|---|---|---|---|
| Qualifications | Concurrently | ||
| serves as | |||
| Independent | |||
| Professional Qualification and Work | |||
| Independence Status | Director for | ||
| Experience | |||
| multiple other | |||
| publicly-listed | |||
| Name | companies | ||
| Yuan Hui-Hua | More than five years of work experience required for commercial, financial and corporate business There is no situation related to Article 30 of the CompanyLaw |
0 | |
| Chen Yung-tai | More than five years of work experience required for commercial, financial and corporate business There is no situation related to Article30of theCompanyLaw |
0 | |
| Aurora Holdings Incorporated Representative: Rai Hau-Min |
More than five years of work experience required for legal and corporate business Former Chairman of the Central Election Commission, Chief Justice and President of Judicial Yuan There is no situation related to Article30of theCompanyLaw |
0 | |
| Ma Chih-Hsien | More than five years of work experience required for commercial, financial and corporate business There is no situation related to Article 30 of the CompanyLaw |
0 | |
| Liao Kuo-Jung | More than five years of work experience required for commercial, financial and corporate business Members of the board of the other listed companies There is no situation related to Article 30 of the Company Law |
Relatives, including the independent director himself, his spouse, the second degree of Kinship, etc., do not serve as directors, supervisors or employees of the company or its affiliated companies, and there is no independent director establishment of a public offering company and matters to be followed Article 3 Paragraph 1 The matters stipulated in this article are in line with independence. The person himself, spouse and minor children hold 0 shares of the Company. |
0 |
| Hwa Yueh-Jiuan | More than five years of work experience required bybusiness and |
Relatives, including the independent director himself,his |
0 |
13
| Qualifications | Concurrently | ||
|---|---|---|---|
| serves as | |||
| Independent | |||
| Professional Qualification and Work | |||
| Independence Status | Director for | ||
| Experience | |||
| multiple other | |||
| publicly-listed | |||
| Name | companies | ||
| company There is no situation related to Article 30 of the Company Law |
spouse, the second degree of Kinship, etc., do not serve as directors, supervisors or employees of the company or its affiliated companies, and there is no independent director establishment of a public offering company and matters to be followed Article 3 Paragraph 1 The matters stipulated in this article are in line with independence. The person himself, spouse and minor children hold 0 shares of the Company. |
||
| Hsu Wen-Chung | More than five years of work experience required by business and company There is no situation related to Article 30 of the Company Law |
Relatives, including the independent director himself, his spouse, the second degree of Kinship, etc., do not serve as directors, supervisors or employees of the company or its affiliated companies, and there is no independent director establishment of a public offering company and matters to be followed Article 3 Paragraph 1 The matters stipulated in this article are in line with independence. The person himself, spouse and minor children hold 0 shares of the Company. |
0 |
2. Board Diversity and Independence:
Board Diversity:
-
(1) The directors of the Company have different expertise in various fields and are of some assistance to the development and operation of the Company. Please refer to the "Diversity of Board Members" in this Annual Report (Schedule 1, Page 36).
-
(2) The current board of directors of the Company consists of seven directors, including four directors and three independent directors, two of whom are women and occupy approximately 29% of the total number of director seats. The ages of directors are, respectively, 2 under the age of 60, 3 between the ages of 60 and 80, and 2 over the age of 80. The Company pays attention to the gender equality of the composition of the board of directors, and the ratio of female directors is targeted at more than 40%. It is
14
expected that one female director will be added to the board of directors in the future to achieve the goal.
-
(3) The Board of Directors discloses the proposed diversification of the membership policy on the Company's website and public information observatory.
-
Board Independence:
-
(1) The Company currently has 3 independent directors, accounting for about 43% of the total number of director seats. The independent directors are all appointed for a term of 4 ~ 6 years.
-
(2) None of the members of the board of directors have any kinship including spouses and the second degree of kinship, and are independent.
15
2) General Manager, Department and Branch Supervisor Information
April 11, 2022
| Managerial Officer who | Managerial Officer who | Managerial Officer who | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares Held by | ||||||||||||||||
| Shares Held in | Are Spouses or within | |||||||||||||||
| Shareholding | Spouse and Minor | Position | ||||||||||||||
| Date of | Others' Names | Education and | the Second Degree of | |||||||||||||
| Children | Held with | |||||||||||||||
| Job Title | Nationality | Name |
Gender | Election | Work | Kinship | Remark | |||||||||
| Other | ||||||||||||||||
| (Appointment) | Number |
Number |
Number |
Experience |
Job Title |
|||||||||||
Shareholding |
Shareholding |
Shareholding |
Companies | |||||||||||||
| of | of |
of |
Name |
Relationship |
||||||||||||
| Ratio (%) | Ratio (%) | Ratio (%) | ||||||||||||||
| Shares | Shares | Shares | ||||||||||||||
| President, Office Equipment Division |
R.O.C. | Chou Ming-Chung |
Male | 2017.08.10 | 10,484 | 0.00 |
0 |
0.00 |
0 |
0.00 |
Division General Manager of Aurora Group |
None | - |
- |
- |
- |
| General Manager, Furniture Division |
R.O.C. | You Yan-Lin |
Male | 2017.08.10 | 19,000 | 0.01 |
2,000 |
0.00 |
0 |
0.00 |
Division General Manager of Aurora Group |
None | - |
- |
- |
- |
| General Manager of Cloud Service Division |
R.O.C. | Lin Chin-Pao |
Male | 2019.09.03 | 0 | 0.00 |
0 |
0.00 |
0 |
0.00 |
Division General Manager of Aurora Group |
None | - |
- |
- |
- |
| Senior Manager of Finance Office |
R.O.C. | Lin Ya-Ling | Female | 2018.03.06 | 3,500 | 0.00 |
12,076 | 0.01 |
0 |
0.00 |
Senior Manager of Aurora Group |
None | - |
- |
- |
- |
16
c. Remuneration of directors and general manager
1) Director
Remuneration of the General Directors and Independent Directors in 2021
Unit: NT$,000
| Job Title | Name | Remuneration Paid to Dire Remuneration (A) Retirement Pension (B) Director's All All |
Remuneration Paid to Dire Remuneration (A) Retirement Pension (B) Director's All All |
Remuneration Paid to Dire Remuneration (A) Retirement Pension (B) Director's All All |
Remuneration Paid to Dire Remuneration (A) Retirement Pension (B) Director's All All |
Remuneration Paid to Dire Remuneration (A) Retirement Pension (B) Director's All All |
ctors Remuneration (C) All |
Business | Execution Cost (D) All |
Percentage of the total amount of A, B, C and D and other four items in the Net Profit After Tax (%) All |
Percentage of the total amount of A, B, C and D and other four items in the Net Profit After Tax (%) All |
Salary, bo expen |
Relevant Rem nus and special ses, etc. (E) All |
uneration R Retireme |
eceived byDire nt Pension (F) All |
ctors who Are Also Employees Employee compensation (G) All Companies in |
ctors who Are Also Employees Employee compensation (G) All Companies in |
ctors who Are Also Employees Employee compensation (G) All Companies in |
ctors who Are Also Employees Employee compensation (G) All Companies in |
Remuneration from Invested Companies Other than Subsidiaries |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Percentage of total amount of A, B, C, D, E, F and G and other seven items in Net Income After Tax (%) All |
||||||||||||||||||||||
| The Company |
Companies in Consolidated Financial Statements |
The Company |
Companies in Consolidated Financial Statements |
The Company |
Companies in Consolidated Financial Statements |
The Company |
Companies in Consolidated Financial Statements |
The Company |
Companies in Consolidated Financial Statements |
The Company |
Companies in Consolidated Financial Statements |
The Company |
Companies in Consolidated Financial Statements |
The Company Cash Amount (note1:) Stock |
Consolidated Financial Statements Cash Amount (note1:) Stock Amount |
The Company |
Companies in Consolidated Financial Statements |
or the Parent Company |
||||
| Chairman | Yuan Hui-Hua | 4,217 | 4,217 |
0 |
0 |
0 |
0 |
2,400 |
2,400 |
6,617 /0.48 |
6,617 /0.48 |
644 |
4,204 |
0 |
0 |
0 |
0 |
2,672 |
0 |
7,261 /0.52 |
13,493 /0.97 |
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 |
3,600 /0.26 |
3,600 /0.26 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
3,600 /0.26 |
3,600 /0.26 |
None |
| Independent Director |
Hwa Yueh-Jiuan | |||||||||||||||||||||
| Independent Director |
Hsu Wen-Chung | |||||||||||||||||||||
| 1. Please clarify the remuneration payment policy, sy According to the Articles of Incorporation, remun 2. In addition to the disclosures in the above table, th etc.): None. |
stem, standards and structure of independent directors, and eration paid to the Chairman and directors shall be determi e remuneration received for services rendered by the direc |
clarify the correlation b ned by the Board of Dire tors of the Company in t |
etween the a ctors based o he most recen |
mount of remuneration paid based n the degree of their participation i t year (such as acting as an adviser |
on the responsibilities, risks, investment time and other factors: n and contributions to the business operations of Aurora, as well as industry standards at home and abroad. to non-affiliated employees of the parent company/all companies/reinvestment undertakings in the Financial Report, |
Note: Employee compensation for 2021 is allocated only to the Board of Directors through the proposed allocation.
17
Range of Remuneration
| Name of Director | Name of Director | Name of Director | Name of Director | |
|---|---|---|---|---|
| Total amount of the above seven remunerations (A + B + C + D + | ||||
| Total amount of the above four remunerations (A+B+C+D) | ||||
| Range of Remuneration Paid to Directors | E + F + G) | |||
| All Companies in Consolidated | All Companies in Consolidated | |||
| The Company | The Company | |||
| Financial Statements | Financial Statements | |||
| Less than NT$1,000,000 | Chen Yung-tai, Ma Chih-Hsien, Aurora Holdings Incorporated |
Chen Yung-tai, Ma Chih-Hsien, Aurora Holdings Incorporated |
Chen Yung-tai, Ma Chih-Hsien, Aurora Holdings Incorporated |
Chen Yung-tai, 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(including)~ NT$3,500,000(excluding) | - |
- |
- |
Ma Chih-Hsien |
| NT$ 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$30,000,000(including)~ NT$ 50,000,000(excluding) | - |
- |
- |
- |
| NT$50,000,000 NT$(including)~ NT$100,000,000(excluding) | - |
- |
- |
- |
| More than NT$ 100,000,000 | - |
- |
- |
- |
| Total | 8 in total | 8 in total | 8 in total | 8 in total |
18
2) General Manager
Remuneration of the General Manager for the year 2021
Unit: NT$ thousand
| Percentage of the total | Percentage of the total | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| amount of A, B, C and | ||||||||||||||
| Retirement Pension | Bonuses and special | Employee Compensation | ||||||||||||
| Salary (A) | D and other four items | |||||||||||||
| (B) | expenses, etc. (C) | Amount (D) | Remuneration | |||||||||||
| in the net profit after | ||||||||||||||
| from Invested | ||||||||||||||
| tax(%) | ||||||||||||||
| Companies | ||||||||||||||
| All Ci i | ||||||||||||||
| Job Title | Name | All | All the | All | ompanes n | All | Other than | |||||||
| li | ||||||||||||||
| Companies | companies | Companies | The Company | Consodated |
Companies | Subsidiaries | ||||||||
Fiil |
||||||||||||||
| The | in | The | mentioned | The |
in | nanca | The | in | or the Parent | |||||
| Company | Consolidated | Company | in the | Company | Consolidated | Statements | Company | Consolidated |
Company | |||||
| Cash | Cash | |||||||||||||
| Financial | Financial | Financial | Financial | |||||||||||
| amount | Stock |
amount |
Stock | |||||||||||
| Statements | Report | Statements | Statements | |||||||||||
| (Note) | (Note) | |||||||||||||
| General Manager | Chou Ming-Chung | 4,923 | 7,158 |
0 |
0 |
0 |
0 |
4,275 | 0 |
4,709 |
0 |
9,198 /0.66 |
11.867 /0.85 |
None |
| General Manager | You Yan-Lin |
|||||||||||||
| General Manager | Lin Chin-Pao |
Note: Employee compensation for 2021 is allocated only to the Board of Directors through the proposed allocation.
Range of Remuneration
| Name of General Manager | Name of General Manager | |
|---|---|---|
| payment of remuneration to each General Manager of the Company | ||
| TheCompany | AllCompanies inConsolidated FinancialStatements | |
| Less than NT$1,000,000 | - |
- |
| NT$1,000,000 (inclusive)~NT$2,000,000 (exclusive) | LinChin-Pao | LinChin-Pao |
| NT$2,000,000(including)~ NT$3,500,000(excluding) | You Yan-Lin | You Yan-Lin |
| NT$ 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(including)~ NT$50,000,000(excluding) | - |
- |
| NT$50,000,000 NT$ (including)~ NT$100,000,000(excluding) | - |
- |
| More than NT$ 100,000,000 | - |
- |
| Total | 3in total | 3in total |
19
3) Name of manager and allocation of employee remuneration
December 31, 2021
Unit: NT$ thousand
| Ratio of Total | ||||||
|---|---|---|---|---|---|---|
| Job Title | Name | Stock | Cash | Total | Amount to Net | |
| Income(%) | ||||||
| Managerial Officers |
President | Chou Ming-Chung |
0 | 5,069 | 5,069 | 0.36 |
| President | You Yan-Lin | |||||
| President | Lin Chin-Pao | |||||
| Senior Manager | Lin Ya-Ling |
Note: Employee compensation for 2021 is allocated only to the Board of Directors through the proposed allocation.
-
4) Analysis of the ratio of the total remuneration paid to directors and general managers of the Company in the last two years to the net income after tax of individual financial statements of the Company and all companies in the consolidated statements, and explanation of the policies, standards and combinations for the payment of remuneration, the procedures for determining remuneration, and the correlation with operating results and future risks:
-
a) Analysis of the proportion of the total remuneration paid to the Directors and General Managers of the company in the last two years to the Net Profit After Tax of the individual Financial Report:
| Ratio of Total Remuneration Paid to Directors to Net Income |
Ratio of Total Remuneration Paid to Directors to Net Income |
Percentage Of Total Manager's Remuneration In Net Income After Tax |
Percentage Of Total Manager's Remuneration In Net Income After Tax |
|---|---|---|---|
| The Company | All Companies in Consolidated Financial Statements |
The Company | All Companies in Consolidated Financial Statements |
| 0.75 | 1.20 | 0.69 | 0.69 |
| 0.78 | 1.23 | 0.66 | 0.85 |
b) The Company's Remuneration Policy:
The remuneration paid by the directors of the Company shall be handled in accordance with the relevant provisions of the Articles of Association. The remuneration paid by the general manager shall be approved in accordance with the principles of fairness and equity and the performance of each employee.
- c) The standard and combination of remuneration paid by the Company:
The payment standards and portfolios of the directors and General Manager of the Company are divided into fixed and variable parts. The fixed remuneration is approved according to the scope of authority and responsibility of the position and the
20
operational objectives of the Company. The variable remuneration is based on the operational performance and contribution achieved. The operating results are shared.
- d) Procedure for determining the remuneration of the Company:
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) The correlation between the remuneration fixed by the Company and the operating performance:
Variable remuneration is paid to the directors and President based on the achieved operating performance to align individual performances with the overall operating performance.
21
d. Corporate Governance Operations:
1) The operation of the Board of Directors:
The Board of Directors held 6 meetings in the most recent year (2021), and the attendance
of the Directors was as follows:
| Actual | ||||||||
|---|---|---|---|---|---|---|---|---|
| Attendance | Actual Ratio of |
|||||||
| Job Title | Name | Number of | Remark | |||||
| by Proxy | Attendance | |||||||
| Attendance | ||||||||
| Chairman | Yuan Hui-Hua | 6 | 0 | 100% | ||||
| Director | Chen Yung-tai | 6 | 0 | 100% | ||||
| Corporate Director |
Representative of Aurora Holdings Incorporated : Rai Hau-Min |
6 | 0 | 100% | ||||
| Director | Ma Chih-Hsien | 6 | 0 | 100% | ||||
| Independent Director |
Liao Kuo-Jung | 6 | 0 | 100% | ||||
| Independent Director |
Hwa Yueh-Jiuan | 6 | 0 | 100% | ||||
| Independent Director |
Hsu Wen-Chung | 6 | 0 | 100% | ||||
| Other mentionable items: 1. In the operation of the Board of Directors, should one of the below situations occur, the board meeting date, session, content of the resolution, opinions of all independent directors, and the Company’s response to said opinions shall be recorded: a. Matters listed in Article 14.3 of the Securities and Exchange Act: |
||||||||
| Meeting of Board of Directors |
Content of Motion and Follow-up |
Article 14-3,Securities and Exchange Act Items Listed |
Independent directors have objections or reservations |
|||||
| The 9th Meeting of The 11th Session 2021.03.16 |
The Appointment of the Company's Certified Public Accountant for 2021 and the assessment of independence . |
| None | |||||
| Independent Directors' Opinion: None. | ||||||||
| The Company's treatment of independent directors' opinions: None. | ||||||||
| Resolution result: All the directors presented agreed to adopt. | ||||||||
| The15th Meeting of The 11th Session 2022.03.16 |
1.Amendment of the company's " Procedures of Acquisition or Disposal of Assets ". |
| None | |||||
| 2. The Appointment of the Company's Certified Public Accountant for 2022 and the assessment of independence . |
| None | ||||||
| Independent Directors' Opinion: None. | ||||||||
| The Company's treatment of independent directors' opinions: None. | ||||||||
| Resolution result: All the directors presented agreed to adopt. | ||||||||
| b. In addition to the previously mentioned matters, other matters resolved by the board of directors with the objection or reservation of independent directors and with a record or |
- In the operation of the Board of Directors, should one of the below situations occur, the board meeting date, session, content of the resolution, opinions of all independent directors, and the Company’s response to said opinions shall be recorded:
Article 14-3, |
Independent | |||
|---|---|---|---|---|
| Meeting of Board of Directors |
Content of Motion and Follow-up | Securities and Exchange Act |
directors have objections or |
|
| Items Listed | reservations | |||
| The Appointment of the Company's Certified | ||||
| Public Accountant for 2021 and the assessment | | None | ||
| The 9th Meeting of The 11th Session |
of independence . Independent Directors' Opinion: None. |
|||
| 2021.03.16 | The Company's treatment of independent directors' opinions: None. | |||
| Resolution result: All the directors presented agreed to adopt. | ||||
| 1.Amendment of the company's " Procedures of Acquisition or Disposal of Assets ". |
| None | ||
| The15th Meeting | 2. The Appointment of the Company's Certified | |||
| of The 11th | Public Accountant for 2022 and the assessment | | None | |
| Session | of independence . | |||
| 2022.03.16 | Independent Directors' Opinion: None. | |||
| The Company's treatment of independent directors' opinions: None. | ||||
| Resolution result: All the directors presented agreed to adopt. | ||||
| b. In addition to the previously mentioned matters, other matters resolved by the board of | ||||
| directors with the objection or reservation of independent | directors and with a record or |
22
written statement: No such circumstance.
-
Directors' circumvention of the resolution of interests: no such circumstance.
-
Assessment of self-assessment (or peer) by the Board of Directors: On November 8, 2019, the Company formulated the “Measures for the Assessment of Performance of the Board of Directors” and the method for its assessment, which is implemented annually by the internal Board of Directors; the performance assessment of the external Board of Directors is implemented at least once every three years by an external professional independent body or a team of external expert scholars. At the end of Year 2021, the Company implemented a performance review for the year, see page 23-24.
-
The objectives of strengthening the functions of the Board of Directors for the current year and the most recent year (such as establishing the Audit Committee, improving the transparency of information, etc.) and the performance assessment: In order to strengthen the corporate governance, improve the operational effectiveness of the Board of Directors, improve the audit supervision function and strengthen the management function, the Company established the "Audit Committee" on July 7, 2017, the "Remuneration Audit Committee" on December 29, 2011, and the "Corporate Governance Supervisor" on November 10, 2020, who is concurrently responsible for the corporate governance-related matters.
2) Performance of the Board of Directors' appraisal:
| Evaluation Cycle (Note 1) |
Period of Assessment (Note 2) |
Scope of Assessment (Note 3) |
Assessment Method (Note 4) |
Content (Note 5) |
Result of Assessment |
|---|---|---|---|---|---|
| Once a year | 2021/1/1~ 2021/12/31 |
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 corporategovernance. |
| 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, and internal control. |
The performance assessment of the overall directors is in line with the standards. The directors have fully expressed and made suggestions for the company's various proposals, and the overall operation status Present Still Perfect 。 |
||
| 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. Indicate the execution period of the Board's appraisal, for example, once a year.
23
-
Note 2. This is the period covered by the board assessment, for example, the performance of the Board of Directors from January 1, 2021 to December 31, 2021.
-
Note 3. The scope of the appraisal includes the performance appraisal of the Board, individual board members and functional committees.
-
Note 4. The methods of assessment include internal self-assessment by the Board of Directors, self-assessment by board members, peer assessment, and performance assessment by appointing external professional bodies, experts or other appropriate means.
-
Note 5. Assessments include, at a minimum, the following items based on the scope of the assessment:
-
(1) Performance evaluation of the board of directors: at a minimum, it includes the degree of participation in the Company's operations, the quality of the Board's decision-making, the composition and structure of the Board of Directors, the selection and continuous training of directors, internal control, etc.
-
(2) Performance Appraisal of Individual Directors and Members: at a minimum, it includes the mastery of the Company's objectives and tasks, recognition of the Directors' responsibilities, degree of participation in the Company's operations, internal relations management and communication, professional and continuous training of directors, internal control, etc.
-
(3) Performance Evaluation of the functional committee: the degree of participation in the company's operations, the recognition of the responsibilities of the functional committee, the decision-making quality of the functional committee, the composition and appointment of the members of the functional committee, internal control, etc.
-
Note 6. The results of the Performance Evaluation of the Board of Directors were reported to the Board on 16 March 2022.
24
3) The operations of the Audit Committee:
The Audit Committee held 4 meetings in the most recent year (2021), with the participation of independent directors as follows:
Numbers of |
Numbers of |
Actual | Actual | ||||
|---|---|---|---|---|---|---|---|
| Actual numbers | |||||||
| Job Title | Name | attendance by |
Attendance | Remark | |||
| of attendance | |||||||
| proxy | Ratios(%) | ||||||
| Convener | Liao Kuo-Jung | 4 | 0 | 100% | |||
| Committee Member |
Hwa Yueh-Jiuan |
4 | 0 | 100 | |||
| Committee Member |
Hsu Wen-Chung |
4 | 0 | 100 | |||
| Note: On July 7, 2017, the Audit Committee was established to replace the original supervisor system. Other mentionable items: 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 listed in Article 14-5 of the Securities and Exchange Act: |
|||||||
| Meetings of Audit Committee |
Content of Motion and Follow-up | Matters listed in § 14-5 of the Stock Exchange |
Objections or Reservations by Independent Directors |
||||
| The 7th Meeting of The 2nd Session 2021.03.16 |
1. The Company's 2020 Annual Business Report and Financial Reports. |
√ | None | ||||
| 2. The Company's Earnings Distribution Plan for 2020. |
None | ||||||
| 3. The Company intends to allocate cash through capital reserves. |
None | ||||||
| 4. Internal Audit Execution Report. | None | ||||||
| 5. The Company's internal control system self-assessment report for 2020 and the issuance of the "Statement of Internal ControlSystem". |
√ | None | |||||
| 6. The Appointment of the Company's Certified Public Accountant for 2021 and the of independence assessment. |
√ | None | |||||
| Audit resolution result:Allpresent members agreed to adopt. | |||||||
| The Company's handlingof the auditors' opinions: None. | |||||||
| The 8th Meeting of The 2nd Session 2021.05.12 |
1. The Company's Consolidated Financial Report for the firstquarter of 2021. |
None | |||||
| 2. Internal Audit Execution Report. | None | ||||||
| Audit resolution result: Allpresent members agreed to adopt. | |||||||
| TheCompany's handlingof the auditors' opinions: None. | |||||||
| The 9th Meeting of The 2nd Session 2021.08.11 |
1. The Company's Consolidated Financial Report for the secondquarter of 2021. |
√ | None | ||||
| 2. Internal Audit Execution Report. | None | ||||||
| Audit resolution result:Allpresent members agreed to adopt. | |||||||
| TheCompany's handlingof the auditors' opinions: None. |
25
| The 10th Meeting of The 2nd Session 2021.11.10 |
1. The Company's Consolidated Financial Report for the thirdquarter of 2021. |
None | |
|---|---|---|---|
| 2. Internal Audit Execution Report. | None | ||
| 3. Define the Company's auditplan for 2022. | None | ||
| Audit resolution result:Allpresent members agreed to adopt. | |||
| TheCompany's handlingof the auditors' opinions: None. | |||
| The 2nd Session The 11th 2022.03.16 |
1. Prepare the company's 2021 Annual Business Report and financial reports. |
√ | None |
| 2. The Company's 2021 Earnings Distribution Proposal. |
None | ||
| 3. The Company intends to allocate cash through capital reserves. |
None | ||
| 4. Internal Audit Execution Report. | None | ||
5. The Company's self-assessment report on the internal control system in 2021 and the issuance of the "Statement of Internal ControlSystem". |
√ | None | |
| 6. Amendments to the Company's "Procedures for Acquisition or Disposal of Assets" |
None | ||
| 7. The appointment of Certified Public Accountants and the Assessment Independence of in 2022. |
√ | None | |
| Audit resolution result: Allpresent members agreed to adopt. | |||
| TheCompany's handlingof the auditors' opinions: None. | |||
| b. Except as previously set out, no other resolution has been approved by the Audit Committee and approved by more than two-thirds of all directors: no such circumstance. 3. The name of the independent director, the content of the proposal, the reason for avoidance of interest and the circumstances of participation in the vote shall be clarified by the independent director in the execution of the proposal of evasion of interest: there is no such circumstance. 4. Communication between directors and head of internal audit and CPA (including material issues, audit methods and results relating to the Company’s finances and business). a. Communication between the Independent Directors and Internal Audit Supervisor: The Independent Directors convene a meeting of the Audit Committee on a quarterly basis, after which the minutes of the meeting are prepared and the Directors and the top management of the Company are informed of the important discussions and resolutions. 5 relevant meetings were held in 2021 and the most recent year, at which the Head of Internal Audit attended to report on the implementation of the audit business and significant internal control internal audit matters, and communicated with the Independent Directors on the results of the Audit Report and the implementation of the tracking report. b. Communication between the Independent Directors and the Accountants: In 2021 and the most recent year, a total of five relevant meetings were held. Among them, the Company's Certified Public Accountants reported to the Independent Directors on the results of the review or audit of the Financial Statements of the Company and its domestic and overseas subsidiaries and on the internal control audit at the 2nd-7th, 2nd-8th, 2nd-9th, 2nd-10th and 2nd-11th Audit Committee meetings, respectively. |
26
4) The operation of corporate governance and its differences from the Code of Practice on Corporate Governance of Listed Companies and the reasons therefor:
| ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from the | |
|---|---|---|---|---|
| Corporate Governance Best | ||||
| Practice Principles for | ||||
| Evaluation Items | ||||
| Yes | No | Summary Description | TWSE/TPEx Listed | |
| Companies and reasons | ||||
| thereof | ||||
| 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? |
| The Company has developed a Corporate Governance Code of Practice in accordance with the Code of Practice for Corporate Governance of Listed Companies and has disclosed it in the Public Information Observatory and on the Company's website. |
None. | |
| 2. Shareholding structure & shareholders' rights a. Does the Company establish internal operating procedures for dealing with shareholder advice, doubts, disputes and litigation matters, and implement them in accordance with the procedures? b. Does the company have a list of the ultimate controllers of the major shareholders and major shareholders who actually control the company? c. Does the company establish and implement risk control and firewall mechanisms between affiliated companies? d. Does the company have internal regulations that prohibit insiders from trading in marketable securities with undisclosed information? |
|
a. The company has spokespersons, stock affairs personnel and legal personnel to properly handle shareholders' suggestions, doubts, disputes and litigation matters. b. The Company shall report the changes in the shareholding of the insiders on a monthly basis, obtain the shareholder register during the suspension period, and keep a list of the Company's major shareholders and the ultimate controllers of the major shareholders. c. The Company has established the internal control system, internal audit implementation rules and subsidiary supervision and other related operations and measures to implement an effective risk control, and has established the Procedure for Lending Funds to Other Parties and or Guarante", the "Procedures for Endorsement and Guarantee" and other specifications for business and financial transactions with related enterprises to properly manage the risks between the Company and related enterprises. d. The Company has established the "Internal Significant Information Office and Preventive Insider Trading Management Procedures" to regulate insiders and insider |
(I) None. (II) None. (III) None. (IV) None. |
27
| ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from the | |
|---|---|---|---|---|
| Corporate Governance Best | ||||
| Practice Principles for | ||||
| Evaluation Items | ||||
| Yes | No | Summary Description | TWSE/TPEx Listed | |
| Companies and reasons | ||||
| thereof | ||||
| tradingtargets and deter insider trading. | ||||
| 3. Composition and responsibilities of the Board of Directors a. Have diversification policies and specific management goals been formulated and implemented by the Board of Directors? |
| | a. 1. The Company formulated the "Code of Practice on Corporate Governance" on December 24, 2014, and formulated a diversity policy in Chapter 3 "Strengthening the Functions of the Board of Directors". The nomination and selection of the members of the Board of Directors of the Company shall be in accordance with the Articles of Association of the Company, adopt a candidate nomination system, in addition to assessing the academic qualifications of each candidate, and with reference to the opinions of the stakeholders, comply with the Directors' Selection Methodology and the Code of Practice on Corporate Governance, in order to ensure the diversity and independence of the members of the Board of Directors. 1) The directors of the Company have different expertise in various fields, which has certainly helped the development and operation of the Company. The Board of Directors focuses on operational judgment, operational management and crisis management ability. Please refer to the Annual Report "Diversity of Board Members" (Schedule 1, p.36). 2) The current Board of Directors of the Company is composed of 7 directors, including 4 directors and 3 independent directors. The Company focuses on the gender equality in the composition of the board members. The number of female director seats is about 29% of all directors,and the number of independent |
(I) None. (II) The establishment will be evaluated in the future as practical needs arise. (III)None. |
28
| ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from the | |
|---|---|---|---|---|
| Corporate Governance Best | ||||
| Practice Principles for | ||||
| Evaluation Items | ||||
| Yes | No | Summary Description | TWSE/TPEx Listed | |
| Companies and reasons | ||||
| thereof | ||||
| b. In addition to the Salary and Remuneration Committee and the Audit committee set up in accordance with the law, does the company voluntarily set up other various functional committees? c. Does the Company define the method of performance evaluation of the Board and the manner in which it is evaluated, conduct performance evaluation annually and periodically, and submit the results of performance evaluation to the Board, and use them as a reference for the remuneration of individual directors and their nomination for renewal? |
|
directors seats is about 43% of all directors. The terms of independent directors are 4 ~ 6 years. The directors are 2 under 60 years old, 3 60 ~ 80 years old and 2 over 80 years old. 3) The Company pays attention to the gender equality of the composition of the board of directors, and the ratio of female directors is targeted at more than 40%. It is expected that one female director will be added to the Board of Directors in the future to achieve the target. 4) The Board of Directors discloses the proposed diversification of the membership on the Company's website and public information observatory. b. In addition to the Audit Committee and the Salary and Remuneration Committee established by law, the remaining corporate governance operations of the Company are under the responsibility of each department according to its functions, and no other functional committees have been established. c. 1) On November 8, 2019, the Company formulated the "Board Performance Evaluation Method" and its evaluation method. The performance of the directors of the Company for the year 2021 was evaluated in accordance with the five self-assessment results, the overall performance of the Board of Directors met the criteria and the overall performance was in good condition, and the report of the Board of Directors dated 16 March 2022 is available on page 18. 2) On 29 December 2011, the Company established the Compensation and Remuneration Committee, whose main duties are to define and periodically review the performance objectives andpolicies,systems, |
(IV) None. |
29
| ImplementationStatus | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from the | |||
|---|---|---|---|---|---|---|---|
| Corporate Governance Best Practice Principles for |
|||||||
| Evaluation Items | |||||||
| Yes | No | Summary Description | TWSE/TPEx Listed | ||||
| Companies and reasons thereof |
|||||||
| d. Does the company regularly assess the independence of Certified Public Accountants? |
standards and structure of the remuneration of the directors and managers of the Company, periodically assess the achievement of the performance objectives of the directors and managers of the Company and determine their remuneration. d. The Company has developed an independent assessment form for accountants with reference to the Republic of China Certified Public Accountants' Code of Ethics Bulletin No. 10 “Integrity, Fairness, Objectivity and Independence” and has taken a statement of independence from the accounting firm issued by the Board of Directors annually assessing the independence of Certified Public Accountants. The 2022 Independent Assessment was completed and approved by the Board of Directors on 16 March 2022. |
||||||
| Evaluation Item | Assessments Results |
Independence of theCPAs |
|||||
| 1 | No direct or indirect material financial interests with Aurora |
Yes | Yes | ||||
| 2 | No financing or guarantee activities with Aurora or its directors |
Yes |
Yes | ||||
| 3 | No close business relationship or potential employment relationship with Aurora |
Yes | Yes | ||||
| 4 | The CPAs and members of the audit team serving as directors or managerial officers or holding |
No | Yes |
30
| ImplementationStatus | ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from the | |||
|---|---|---|---|---|---|---|---|
| Corporate Governance Best Practice Principles for |
|||||||
| Evaluation Items | |||||||
| Yes | No | Summary Description | TWSE/TPEx Listed | ||||
| Companies and reasons thereof |
|||||||
| positions with significant influence on the audit work of Aurora at present or in thepast 2years |
|||||||
| 5 | No provision of non-audit services that may directly affect the audit work |
Yes | Yes | ||||
| 6 | Not an intermediary of the shares or other securities issued byAurora |
Yes | Yes | ||||
| 7 | Not serving as a defense counsel of Aurora or representing Aurora in mediating conflicts with thirdparties |
Yes | 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 |
Yes | Yes | ||||
| 4. Does the listed company have a suitable and appropriate number of corporate governance personnel and designate a head of corporate governance who is responsible for matters related to corporate governance (including, but not limited to, providing information necessary for the Directors, Supervisors to conduct the business, assistingthe Directors,the Supervisors to comply |
| Through the Resolution of the Board of Directors on November 10, 2020, the Company held the position of "Corporate Governance Supervisor" concurrently with Director Ma Chih-Hsien, who has more than three years of experience in the executive function of the financial affairs of the Public Offering Company, and completed 18 hours of professional refresher training in accordance with laws and regulations before the expiration of the term of office of the |
None. |
31
| ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from the | |
|---|---|---|---|---|
| Corporate Governance Best | ||||
| Practice Principles for | ||||
| Evaluation Items | ||||
| Yes | No | Summary Description | TWSE/TPEx Listed | |
| Companies and reasons | ||||
| thereof | ||||
| with laws and regulations, handling matters related to meetings of the board of directors and the Shareholders' Meeting according to law, making minutes of meetings of the Board of Directors and the Shareholders' Meeting, etc.)? |
Company in 2021. Perform the corporate governance related matters as follows: 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 continuingeducation. |
|||
| 5. Has the company established the communication channels with stakeholders (including but not limited to shareholders, employees, customers and suppliers, etc.), set up stakeholder sections on the company's website, and responded appropriately to important corporate social responsibility issues of concern to stakeholders? |
| a. In addition to a stakeholder section on the company 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. Company Website Stakeholder Area: https://www.aurora.com.tw/stakeholder |
None. | |
| 6. Does the company appoint a professional shareholder service agency to deal with shareholder affairs? |
| The Company appoints a specialized share agency, Yuan Da Securities (Shares) Co., Ltd., to act on behalf of the Company in various share 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 adopt other methods of information disclosure (such as setting up an website in English language,designatingaperson |
|
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. URL: https://www.aurora.com.tw b. In addition to setting up Chinese and English websites, Aurora discloses investor presentations on the company website. Designatedpeople are appointed to handle |
a. None. b. None. |
32
| ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from the | |
|---|---|---|---|---|
| Corporate Governance Best | ||||
| Practice Principles for | ||||
| Evaluation Items | ||||
| Yes | No | Summary Description | TWSE/TPEx Listed | |
| Companies and reasons | ||||
| thereof | ||||
| responsible for the collection and disclosure of company information, the spokesperson system, the corporate explanation meeting process to place the company's website, etc.)? 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? |
| 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 the relevant regulations and within the prescribed period of time, the Company announced and reported the Annual Financial Report, the first, second and third quarter financial report and the operations of each month. For the disclosure of the above information, please refer to the Public Information Observatory. |
c. Except for annual financial statements, the quarterly financial statements and monthly operations are announced and reported within the prescribed period. |
|
| 8. Does the company have any other important information (including but not limited to employee rights, employee care, investor relations, supplier relationships, stakeholder rights, Directors' and Supervisors' further training, implementation of risk management policies and risk measurement standards, implementation of customer policies, purchase of liability insurance for directors and supervisors, etc.) that helps to understand the company's corporate governance operations? |
| a. Employee rights and employee wellness The Company has always safeguarded the rights and interests of its colleagues. In addition to statutory safeguards, the Company has good welfare measures and open interactive channels and diversified appeal channels. 1) Insurance: Group commercial insurance. 2) Salary: team bonus, business achievement bonus, year-end bonus, domestic and overseas rewards. 3) Welfare: wedding and funeral subsidies, children's education scholarships, travel subsidies, hospital condolences, hospital medical subsidies, tail teeth activities and uniforms. 4) Medical Examination Assistance: Regularly provide medical examination assistance to colleagues and the plan selected by the excellent hospital. 5) Travel Subsidy: Regularly subsidize domestic and foreign travel of colleagues and irregular outdoor and gathering activities. 6) Education and Training: Complete the education and |
a. None. b. None. c. None. |
33
| ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from the | |
|---|---|---|---|---|
| Corporate Governance Best | ||||
| Practice Principles for | ||||
| Evaluation Items | ||||
| Yes | No | Summary Description | TWSE/TPEx Listed | |
| Companies and reasons | ||||
| thereof | ||||
| training system (group training, business department training, professional license training), E-learning online learning platform, intranet platform training, external education and training fee subsidy, and encourage colleagues to pursue 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) Responsibilities to Customers: Aurora attaches great importance to customers' feedback and after-sales services. To meet customer needs, immediate measures are taken to address customer complaints. 2) With regard to Shareholder Responsibilities: Aurora aims to maintain the rights and interests of shareholders. 3) Set up the stakeholder area and their contact windows to safeguard the rights of stakeholders. e. Directors’ training records Please refer to “2021 Director’s Further Education Status”(Schedule 2, page 36)in the Annual Report. |
d. None. e. None. f. None. g. None. h. None . |
34
| ImplementationStatus | ImplementationStatus | ImplementationStatus | Deviations from the | |
|---|---|---|---|---|
| Corporate Governance Best | ||||
| Practice Principles for | ||||
| Evaluation Items | ||||
| Yes | No | Summary Description | TWSE/TPEx Listed | |
| Companies and reasons | ||||
| thereof | ||||
| f. Implementation of risk management policies and risk evaluation measures Risk management policies and risk evaluation measures have been formulated and implemented. Please refer to Article 7, Chapter 6 of the Annual Report "VI. Analysis and evaluation of risk events for the most recent year and up to the date of publication of the Annual Report”. g. Implementation of customer relations policies 1) The Company strictly complies with the contracts signed with customers and relevant agreements to ensure the interests of customers. 2) In addition to providing branch services throughout the province, the Company has set up the customer service centers and 0809 service hotline to protect the consumers' rights and interests. h. Purchase of liability insurance for directors and supervisors The Company insured the “Directors Supervisors and Managers Liability Insurance” with Fubon Property Insurance Co., Ltd for a total amount of NT$ 3 million. The insurance period is from December 1, 2021 to December 1,2022. |
||||
| 9. Please describe the improvement situation in the corporate governance evaluation results issued by the Corporate Governance Center of Taiwan Stock Exchange in the most recent year, and propose priority enhancement matters and measures for those who have not yet improved: The Company has improved the results of the 8th appraisal and expects to establish an interdepartmental project team and continue to follow up the improvementplans of the relevant business units to improve the level of corporategovernance. |
35
Schedule 1: Diversity of Board Members
| Diversified Core | A | Seniority of | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Concurrent | Age | Independent |
Finance | |||||||||
| Item | Business |
Industry | ||||||||||
| Nationality | Gender |
Employee | **Director ** | Decision-Making | and |
Law | ||||||
| Administration | knowledge | |||||||||||
| of the | 60 or | 61 to |
Accounting |
|||||||||
| 81 + | 4 to 6 years | |||||||||||
| Name of Director | Company | less | 80 | |||||||||
| Yuan Hui-Hua | Republic of China |
Female |
|
| | | | | ||||
| Chen Yung-tai | Republic of China |
Male |
| | | | | |||||
| Rai Hau-Min | Republic of China |
Male |
| | | | ||||||
| Ma Chih-Hsien | Republic of China |
Male |
| | | | | | ||||
| Liao Kuo-Jung | Republic of China |
Male |
| | | | | | ||||
| Hwa Yueh-Jiuan |
Republic of China |
Female |
| | | | | |||||
| Hsu Wen-Chung |
Republic of China |
Male |
| | | | |
36
Schedule 2: 2021 Director's Advanced Studies
| Training | |||||
|---|---|---|---|---|---|
| Job Title | Name | Date | Training Institution | Name of course | |
| Hours | |||||
| Chairman | Yuan Hui-Hua |
11/11 | Taiwan Corporate Governance Association |
Risks and Opportunities of Climate Change and Net Zero Emissions for Business Operations |
3 |
| 11/17 | Taiwan Corporate Governance Association |
The latest development trend and countermeasures of international carbon tariff |
3 | ||
| Director | Chen Yung-tai |
11/11 | Taiwan Corporate Governance Association |
Risks and Opportunities of Climate Change and Net Zero Emissions for Business Operations |
3 |
| 11/17 | Taiwan Corporate Governance Association |
The latest development trend and countermeasures of international carbon tariff |
3 | ||
| Director | Rai Hau-Min | 11/11 | Taiwan Corporate Governance Association |
Risks and Opportunities of Climate Change and Net Zero Emissions for Business Operations |
3 |
| 11/17 | Taiwan Corporate Governance Association |
The latest development trend and countermeasures of international carbon tariff |
3 | ||
| Director | Ma Chih-Hsien |
11/11 | Taiwan Corporate Governance Association |
Risks and Opportunities of Climate Change and Net Zero Emissions for Business Operations |
3 |
| 11/17 | Taiwan Corporate Governance Association |
The latest development trend and countermeasures of international carbon tariff |
3 | ||
| Director | Liao Kuo-Jung |
11/11 | Taiwan Corporate Governance Association |
Risks and Opportunities of Climate Change and Net Zero Emissions for Business Operations |
3 |
| 11/17 | Taiwan Corporate Governance Association |
The latest development trend and countermeasures of international carbon tariff |
3 | ||
| Independent Director |
Hwa Yueh-Jiuan |
11/11 | Taiwan Corporate Governance Association |
Risks and Opportunities of Climate Change and Net Zero Emissions for Business Operations |
3 |
| 11/17 | Taiwan Corporate Governance Association |
The latest development trend and countermeasures of international carbon tariff |
3 | ||
| Independent Director |
Hsu Wen-Chung |
11/11 | Taiwan Corporate Governance Association |
Risks and Opportunities of Climate Change and Net Zero Emissions for Business Operations |
3 |
| 11/17 | Taiwan Corporate Governance Association |
The latest development trend and countermeasures of international carbon tariff |
3 |
37
5) Remuneration Committee:
a) Information on the members of the Compensation Committee
| April 11, 2022 | ||||
|---|---|---|---|---|
| Qualifications Identity Name |
Professional Qualification and Work Experience |
Independence Status | Number of concurrently serving as members of the compensation and remuneration committees of other public offering companies |
|
| Independent Director (Convenor) |
Hwa Yueh-Jiuan |
More than five years of work experience required by business and company There is no situation related to Article 30 of the Company Law |
Including the independent director himself, his spouse, his the second-degree relative of kinship and other relatives who do not serve as directors, supervisors or employees of the company or its affiliated companies. There is no independent director establishment in a public offering company and the provisions of Article 3, Paragraph 1 of the Regulations on Matters to be Observed. Affair, in line with independence. The person himself spouse and minor children hold 0 shares of the Company. |
0 |
| Independent Director |
Liao Kuo-Jung |
More than five years of work experience required for commercial, financial and corporate business Directors of other listed companies Members There is no situation related to Article 30 of the Company Law |
Including the independent director himself, his spouse, his the second-degree relative of kinship and other relatives who do not serve as directors, supervisors or employees of the company or its affiliated companies. There is no independent director establishment in a public offering company and the provisions of Article 3, Paragraph 1 of the Regulations on Matters to be Observed. Affair, in line with independence. The person himself spouse and minor children hold 0 shares of the Company. |
0 |
38
| Qualifications Identity Name |
Qualifications Identity Name |
Professional Qualification and Work Experience |
Independence Status | Number of concurrently serving as members of the compensation and remuneration committees of other public offering companies |
|---|---|---|---|---|
| Independent Director |
Hsu Wen-Chung |
More than five years of work experience required by business and company There is no situation related to Article 30 of the Company Law |
Including the independent director himself, his spouse, his the second-degree relative of kinship and other relatives who do not serve as directors, supervisors or employees of the company or its affiliated companies. There is no independent director establishment in a public offering company and the provisions of Article 3, Paragraph 1 of the Regulations on Matters to be Observed. Affair, in line with independence. The person himself spouse and minor children hold 0 shares of the Company. |
0 |
-
b) Information on the operation of the Compensation Committee
-
i. There are three members of the compensation and remuneration committee of the company.
-
ii. The term of office of the members of the Committee: June 12, 2019 to June 11, 2022. The most recent meeting of the Pay and Remuneration Committee (2021) was held twice (A). The qualifications and attendance of the members are as follows:
| follows: | |||||
|---|---|---|---|---|---|
| Job Title | Name | Attendance in Person Times(B) |
Time of proxy attendance Times |
Actual attendance Ratios (%) (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 mentionable items: 1. If the Board does not adopt or amend the recommendation of the Remuneration Committee, it shall state the date of the Board, the period, the substance of the proposal, the result of the resolution of the Board and the Company's opinion on the Remuneration Committee (if the Board adopts the recommendation that the remuneration is better than that of the Remuneration Committee, it shall state the circumstances and reasons for the difference): there is no such circumstance |
39
| Meeting of Remuneration Committee |
Content of Motion and Follow-up | Objections or Reservations by Remuneration Committee |
|---|---|---|
| The 4th Meeting of The 5nd Session 2021.05.04 |
The company's "manager performance appraisal and remuneration system" evaluationproposal |
None |
| Outcome of the resolution: all members of the Committee agreed to adopt. | ||
| Disposition of the Company's opinion on the Remuneration Committee: The proposal for the Board of Directors was approved byall the Directorspresent. |
||
| The 6th Meeting of The 5nd Session 2021.10.28 |
Periodically review the Company's Compensation Committee Organizational Rules. |
None |
| Outcome of the resolution: all members of the Committee agreed to adopt. | ||
| Disposition of the Company's opinion on the Remuneration Committee: The proposal for the Board of Directors was approved byall the Directorspresent. |
||
| 2. The date, period, content of the proposal, all opinions of the members and treatment of the opinions of the members of the Remuneration Committee, if any, shall be specified in the matter of the resolution of the Remuneration Committee, if there is any objection or reservation on the part of the members and there is a record or written statement: no such circumstance. 3. Duties of the Remuneration Committee: The Committee faithfully performs the following duties with the attention of good managers and submits its recommendations to the Board of Directors for discussion. a. Establish and periodically review policies, systems, standards and structures for the performance appraisal and remuneration of directors and managers. b. Periodicallyevaluate and fix the remuneration of directors and managers. |
-
Note 1. Any member or officer of the Committee prior to the Closing Date shall be appointed on the date specified in the Notes, and actual attendance Ratios (%) shall be calculated on the basis of the number of times the Committee met and the number of times the Committee attended.
-
Note 2. Prior to the Closing Date, any person who is re-elected to the Remuneration Committee shall fill in the new and old Remuneration Committee members and note in the notes the date of appointment and re-election of such member. Actual attendance Ratios (%) is calculated based on the number of times the Remuneration and Compensation Committee has met during its term of office and the number of times it has actually attended.
40
6) Implementation of the Code of Practice for the Promotion of Sustainable Development and the Circumstances and Reasons for Differences from the Code of Practice for the Sustainable Development of Listed Companies
| Implementation Status | Discrepancy with industry | |||
|---|---|---|---|---|
| standards in sustainable | ||||
| Promoted items | ||||
| Yes | No | Summary Description | development practices and | |
| reasons | ||||
| 1. Does the Company have a governance structure for promoting sustainable developments and exclusively (or concurrently) dedicated units to be in charge of proposing and enforcing sustainable development, and let the Board of Directors entrust the high-ranking management with the implementation and supervise the status? |
| 1. The Company has not yet established a governance structure and set up a full-time (part-time) professional unit to promote the sustainable development. At present, the Board of Directors authorizes the Marketing Office and the Corporate Governance Officer to deal with the matter part-time and report to the Board of Directors from time to time. |
In the future, the Company will establish a governance structure that promotes the sustainable development and set up a dedicated (part-time) unit that promotes sustainable development. |
|
| 2. Does the Company conduct risk assessment of environmental, social and corporate governance issues related to the Company's operations in accordance with the materiality principle, and formulate relevant risk management policies or strategies? |
|
2. On December 24, 2014 and March 16, 2022, the Board of Directors of the Company approved the formulation of the "Code of Practice for Corporate Governance" and "Code of Practice for Sustainable Development" for the management and all employees to follow, and to manage this code accordingly. Social risks and influencers of environmental, social and corporate governance issues related to company operations, conduct risk assessments and formulate risk management strategies to ensure that the overall operation can be sustained and sound corporategovernance. |
2. None. |
|
| 3. Environmental issues a. Does the company have an appropriate environmental management system based on its industry characteristics? |
|
3. Environmental issues a. 1) The furniture factory obtained the ISO 50001: 2018 energy management system certification in 2020, and the energy management policy is continuously promoted every year. |
a. None. |
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| Implementation Status | Discrepancy with industry | |||
|---|---|---|---|---|
| standards in sustainable | ||||
| Promoted items | ||||
| Yes | No | Summary Description | development practices and | |
| reasons | ||||
| 2) Furniture Factory 2021 Energy Performance Indicator (EnPI): Target plant-wide energy saving rate (actual consumption compared to energy baseline) reduced by2% |
||||
| b. Is the company committed to improving energy efficiency and using low-impact recycled materials? |
| b. In 2021, the furniture factory continued to promote the improvement of the on-site operating environment to improve production efficiency and reduce process abnormalities and resource waste. Improve the utilization rate of equipment and increase the utilization rate of various resources. |
b. None. | |
| c. Does the company assess the potential risks and opportunities of climate change for the enterprise now and in the future, and take relevant response measures? |
| c. The Company has assessed the risks of climate change to its business model, asset security, etc., and has appropriately diversified its customers and mitigated its risks through property insurance. |
c. None. |
|
| d. Has the company counted greenhouse gas emissions, water consumption and total waste weight in the past two years, and formulated policies for greenhouse gas reduction, water use reduction or other waste management? |
| d. 1)The furniture factory's 2021 electricity usage energy performance (actual usage relative to the energy baseline) decreased by 1.0%, saving 17,000 kWh of electricity. The energy performance of natural gas use (actual consumption relative to energy baseline) is reduced by 0.5%, saving 1,000m³. A total reduction of 11 metric tonnes of carbon emissions. 2)In 2021, the improvement project of mechanical punching equipment will be carried out, and the production efficiency of the equipment will be increased byabout 2 times. It |
d. None. |
42
| Implementation Status | Discrepancy with industry | |||
|---|---|---|---|---|
| standards in sustainable | ||||
| Promoted items | ||||
| Yes | No | Summary Description | development practices and | |
| reasons | ||||
| saved 21,500 degrees/year of electricity and reduces carbon emissions by 11 metric tons. 2) In response to the government's promotion of a green environment, the company continuously replaced traditional lamps with energy-saving lamps every year. In 2021, the company replaced office lighting with 60 lamps and traditional daylighting with LED energy-saving lamps, saving 11,400 degrees of electricity per year and reducing carbon emissions by6 metric tons. |
||||
| 4. Social issues a. Does the company formulate appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights? |
| 4. Social issues a. (I). In order to fulfill our corporate social responsibilities and safeguard the fundamental human rights of all our colleagues, customers and stakeholders, the Company recognizes and supports the United Nations Universal Declaration of Human Rights, the Global Compact and the Guiding Principles on Business and Human Rights, as well as the Declaration on Fundamental Principles and Rights at Work of the International Labour Organization, respects internationally recognized human rights standards, ensures that basic human rights are not infringed upon, and treats and respects all our colleagues, contract and temporary personnel, interns, etc. with dignity. The company also abides by the local labor-related laws and regulations, and has formulated "work rules". Its labor rights and |
a. None. |
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| Implementation Status | Discrepancy with industry | |||
|---|---|---|---|---|
| standards in sustainable | ||||
| Promoted items | ||||
| Yes | No | Summary Description | development practices and | |
| reasons | ||||
| obligations comply with labor laws and regulations, and have been verified by the labor bureau to protect the legitimate rights and interests of colleagues and promote labor-management harmony. |
||||
| b. Has the Company established and offered proper employee benefits (including compensation, leave, and other benefits) and reflected the business performance or results in employee compensation appropriately? |
| b. 1) The company has established measures for remuneration, attendance and leave, performance appraisal, rewards and punishments, and employee benefits, and clearly regulates the standards of remuneration, vacation, rewards, and employee benefits, and implements the "responsibility center system" and "business results sharing" system", sharing the company's operating profits with colleagues 2) Pay attention to the job value and performance of colleagues, and conduct performance appraisals twice a year to quickly recognize outstanding colleagues and mentor those who have fallen behind. Based on personal contributions, it is used as an evaluation basis for salary adjustments, bonuses, dividends and other rewards to motivate employees. Salary grows with the company. 3) Article 29 of the company's articles of association stipulates that if the company has a profit in the year (the so-called profit refers to the profit before tax deducting the profit before the distribution of employee |
b. None. |
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| Implementation Status | Discrepancy with industry | |||
|---|---|---|---|---|
| standards in sustainable | ||||
| Promoted items | ||||
| Yes | No | Summary Description | development practices and | |
| reasons | ||||
| compensation), it should allocate 1% to 10% as employee compensation; However, if the company still has accumulated losses, it should make up for it. The employee remuneration referred to in the preceding paragraph is paid to shareholders or cash recipients, including employees of subsidiaries who meet certain conditions. |
||||
| c. Does the company provide a healthy and safe work environment and organize health and safety training for its employees on a regular basis? |
| c. The Company is committed to providing a safe and healthy working environment for its employees, setting up and perfecting fire protection systems in accordance with fire laws and regulations, and periodically inspecting and reporting in accordance with the law; colleagues regularly conduct fire drills, conduct emergency preparedness and response drills every year, and provide employee health inspections every 2 years. |
c. None. |
|
| d. Does the company establish effective career development and training plans for its employees? |
| d. 1) In addition to providing the education and training for the leadership management, general abilities, functional categories and professional abilities, the Company cultivates all-round talents through work rotation, project responsibility, job agency, expatriate training and other cultivation methods, so as to enable colleagues to be more willing to perform. 2) Through monthly or irregular business meetings, intranet announcements and the "Aurora Monthly",the companyallows |
d. None. |
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| Implementation Status | Discrepancy with industry | |||
|---|---|---|---|---|
| standards in sustainable | ||||
| Promoted items | ||||
| Yes | No | Summary Description | development practices and | |
| reasons | ||||
| colleagues to fully understand the company's operating policies. |
||||
| e. Does the Company comply with relevant laws and international standards in relation to customer health and safety, customer privacy, marketing, and labeling of products and services, and has it established relevant consumer or customer protection policies and grievance procedures? |
| e. 1) The Company determines the "Customer Complaint Processing Operational Standard" and "Customer Feedback Process", establishes a customer-oriented quality system, and uses an objective method to comprehensively assess the satisfaction of customers with the products or services of the Company, in order to understand the gap between customer needs and expectations, as a basis for quality system improvement, to achieve the goal of enterprise pursuing sustainable operation. 2) The marketing and labeling of the Company's products and services are carried out in accordance with the relevant provisions of the Decree to protect the interests of consumers and customers. |
e. None. |
|
| f. Does the company formulate and implement supplier management policies that require suppliers to follow relevant regulations on environmental protection, occupational safety and health or labor human rights? |
| f. The Company attaches great importance to the protection of the environment and society, has carefully selected manufacturers who attach great importance to good faith, and regularly evaluates the suitability of manufacturers. All suppliers shall comply with the Company's policy of good faith, no gratuity, no kickback and strictly observe the avoidance of interests. If there is any breach, they shall cease to deal with each other, in order to obtain the most reasonablequotation,the bestqualityand the |
f. None. |
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| Implementation Status | Implementation Status | Implementation Status | Discrepancy with industry | |
|---|---|---|---|---|
| standards in sustainable | ||||
| Promoted items | ||||
| Yes | No | Summary Description | development practices and | |
| reasons | ||||
| best service, and achieve the purpose of the Company and the supplier working together to enhance corporate social responsibility. The Company requires the cooperating suppliers to self-assess the impact of their supply sources on the environment and society of the community. If the supply sources cause a significant impact on the environment and society of the community, the terms of the contract may be terminated or rescinded at anytime. |
||||
| 5. Does the company refer to the internationally accepted reporting standards or guidelines for the preparation of reports that disclose non-financial information of the company, such as continuing reports? Are the reports certified or assured by a third-partyaccreditation body? |
| 5. The Company submitted the Code of Practice for Sustainable Development to the Board of Directors for consideration and adoption on 16 March 2022, and the Code was disclosed on the Company's website. |
5. Third-party certification or assurance will be arranged upon evaluation. |
|
| 6. If the Company has its own rules for sustainable development in accordance with the Code of Practice for the Sustainable Development of Listed Counter Companies, please clarify the difference between its operation and the rules: The Company has drawn up the "Sustainable Development Best-practice Principles." The Marketing Department is responsible for promoting the implementation of the principles. No deviation from the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" has been found. |
||||
| 7. VII. The other important information to help understand the implementation of promoting sustainable development: 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 The Society" has always been the company's business philosophy, its concrete practice is to─ create employment opportunities, cultivate talents for the society; make environmental protection, provide high-quality goods and services, improve living standards; give back to shareholders, enhance shareholders' willingness to invest, promote economic development; pay taxes in accordance with the law, make the government have financial resources, improve the welfare of the people; and actively participate in the public welfare, enhance the positive energy of the society. |
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| Implementation Status | Implementation Status | Implementation Status | Discrepancy with industry | |
|---|---|---|---|---|
| standards in sustainable | ||||
| Promoted items | ||||
| Yes | No | Summary Description | development practices and | |
| reasons | ||||
| Continued participation in social welfare activities in 2021 is as follows: a. Aurora Monthly: Founded in 1971, the publication has been uninterrupted for 50 years. It is a cultural public publication with business management and artistic appreciation. It provides free social subscriptions to promote corporate and social communication and learning. About 70,000 copies are published on both sides of the Taiwan Strait every month, and an electronic monthly magazine is also issued in response to environmental protection. 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 2021, a total of 13 social service agencies and 39 volunteers donated 78 hours of assistance, and a total of 260 tables, cabinets, chairs, screens, workstations, sofas, and so on were donated. 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, we have continued to hold "Warm Accompaniment" activities, mobilized colleagues to volunteer, participated in localized public welfare services, and helped social welfare institutions with financial or volunteer needs to pass on warmth and love. In total, we carried out 271 activities, 4,287 volunteers invested 16,622 hours, and 82,704 people were cared for. In 2021,a total of 21 social service organizations,199volunteers invested 73 hours,and a total of 6,765people were in vulnerable situations. |
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7) Deviations of the Company's ethical corporate management from the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies" and reasons for deviation:
| Implementation Status | Implementation Status | Implementation Status | Deviations from “Ethical | |
|---|---|---|---|---|
| Corporate Management | ||||
| Evaluation Items | Best Practice Principles | |||
| Yes | No | Summary Description | ||
| for TWSE/GTSM Listed | ||||
| Companies” and Reasons | ||||
| 1. Establishment of ethical corporate management policies and programs a. (I). 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. Has the company established a mechanism for assessing the risk of bad faith conduct, periodically analyzed and evaluated business activities with a high risk of bad faith conduct within the scope of business, and defined a plan for preventing bad faith conduct, and covered at least the preventive measures for the behaviors in Article 7 (2) of the Code of Business Conduct for Listed Counterparties? c. Has the company clearly defined operating procedures, behavior guidelines, punishment and complaint systems for violations in the plan for preventing dishonest behavior, and implement it, and regularly review and revise the plan before disclosure? |
|
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 the company signs contracts with others, it is advisable to fully understand the integrity management status of the other party, and incorporate compliance with integrity management into the contract terms. If counterparties are found to be unethical, Aurora will cease the business dealings or transactions immediately and blacklist the counterparties. c. The Companyhas established the “Points for |
a. None. b. None. c. None. |
49
| Implementation Status | Implementation Status | Implementation Status | Deviations from “Ethical | |
|---|---|---|---|---|
| Corporate Management | ||||
| Evaluation Items | Best Practice Principles | |||
| Yes | No | Summary Description | ||
| for TWSE/GTSM Listed | ||||
| Companies” and Reasons | ||||
| Safeguarding against Bad Faith” for directors, managers and employees. Through the internal control system and the Company's rules and regulations, the Company shall be audited by specialized units and report to the Board of Directors for the sake ofgood faith operation. |
||||
| 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? b. Does the company set up a dedicated unit for promoting corporate integrity management under the board of directors, and report regularly (at least once a year) to the board of directors on its integrity management policy and plan to prevent dishonest behavior and supervise the implementation? |
|
| a. 1) For suppliers who intend to become the company, if necessary, they should first evaluate the legality of the object, the integrity management policy, and whether there has been a record of dishonest behavior to ensure that their business operations are fair and transparent, and will not require, provide or Accept bribes. 2) In line with the principles of good faith and integrity operation of the Company and the anti-corruption and integrity protection policy, the supplier must sign a written statement that it shall not have any improper relationship with the employees (including relatives) of the Company; the Company also has "good faith clauses" in its external procurement contracts. To implement the ethical corporate management policies to the full, suppliers violating the integrity clause are subject to a large amount of punitive liquidated damages and will be blacklisted by Aurora. |
a. None. b. In the future, the evaluation settings will be implemented again according to actual needs. |
50
| Implementation Status | Implementation Status | Implementation Status | Deviations from “Ethical | |
|---|---|---|---|---|
| Corporate Management | ||||
| Evaluation Items | Best Practice Principles | |||
| Yes | No | Summary Description | ||
| for TWSE/GTSM Listed | ||||
| Companies” and Reasons | ||||
| c. Does the company have a conflict of interest prevention policy, to provide appropriate representation channels, and implement it? d. Has the company established an effective accounting system and internal control system for the good faith operation, and the internal audit unit drafted the relevant audit plan based on the results of the assessment of the risk of bad faith behavior, and checked the compliance with the plan for preventing bad faith behavior, or entrusted an accountant to perform the audit? e. Does the company regularly hold internal and external training on ethical corporate management? |
|
b. Supervise each other through organizational settings, such as segregation of requisitions from purchases, and the establishment of specifications for “Procurement Essentials” to be strictly enforced. 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. All business activities of the company are conducted in accordance with the law to prevent conflicts of interest. Designated people are responsible for compiling regular reports on conflicts of interest lodged through a variety of communication channels. d. The Company's accounting system is defined by the relevant ordinances, and an audit plan is prepared annually. The internal control management is carried out by the financial units and auditors and reported to the Board of Directors. e. At Aurora, employees are required to follow "integrity, ethical conduct, and compliance" in course ofperformingduties and managing |
c. None. d. None. e. None. |
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| Implementation Status | Implementation Status | Implementation Status | Deviations from “Ethical | |
|---|---|---|---|---|
| Corporate Management | ||||
| Evaluation Items | Best Practice Principles | |||
| Yes | No | Summary Description | ||
| for TWSE/GTSM Listed | ||||
| Companies” and Reasons | ||||
| 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. |
||||
| 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. Has the company established standard operating procedures for the investigation of reported matters, the follow-up measures to be taken after the investigation is completed, and the relevant confidentiality mechanism? c. Does the Company take measures to protect whistleblowers from being improperly disposed of as a result of reporting? |
|
a. In April 2016, the Company submitted to the Board of Directors for deliberation and adoption the "Handling of Cases of Reporting Illegal and Unethical or Unfaithful Conduct", which can be delivered to the Company by telephone, e-mail or in writing, with the Spokesperson and Audit Office as the receiving unit. b. When the responsible department receives a whistle-blower incident, it should clarify the whistleblower's purpose and specific evidence, and conduct verification through independent channels, make every effort to protect the whistleblower, and keep the whistleblower's identity absolutely confidential. c. The Company clearly stipulates in the "Handling of Reporting Illegal and Unethical or Bad faith Cases" that reporting cases shall be handled in a confidential manner, and the identity of the reporter will be kept absolutely confidential; if the reporter is a colleague, the Company guarantees that the colleague will |
a. None. b. None. c. None. |
52
| Implementation Status | Implementation Status | Implementation Status | Deviations from “Ethical | |
|---|---|---|---|---|
| Corporate Management | ||||
| Evaluation Items | Best Practice Principles | |||
| Yes | No | Summary Description | ||
| for TWSE/GTSM Listed | ||||
| Companies” and Reasons | ||||
| not be improperly disposed of due to the report. |
||||
| 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 companywebsite and MOPS? |
|
Aurora has set up a Chinese website to disclose the company profile and business-related information. Website: http://www.aurora.com.tw |
None. |
|
| 5. If the Company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx-Listed Companies, please describe any discrepancy between the policies and their implementation: Aurora has established the "Ethical Corporate Management Best-practice Principles." No deviation from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies has been found. |
||||
| 6. Other important information to facilitate a better understanding of the company’s ethical corporate management policies (e.g., review and amend its policies). a. The Company established the Audit Committee on July 7, 2017 in conjunction with the amendment of the Part of the Code of Business Conduct on Integrity. b. The Companyhas a businessphilosophyand narrative to share thephilosophyof integrityand decencyin thepursuit of sustainable business. |
8) Corporate Governance Code and Related Regulations Disclosure Inquiries:
The Disclosure section of the Company's website, with the Investor Area available for downloading the Corporate Governance Code of Practice and related regulations, is available at http://www.aurora.com.tw/internal-policies.
9) Other important information for improving understanding of corporate governance operations:
In order to enhance corporate governance, the Company has in place the Corporate Governance Code of Practice, the Rules of Procedure of the Board of Directors, the Rules of Procedure of the Board of Directors, the Methodology for the Selection of Directors, the Code of Ethical Conduct, the Organizational Rules of the Audit Committee, the Code of Business Conduct for Integrity, the Organizational Rules of the
53
Remuneration Committee, the Code of Practice for Sustainable Development, the Essentials for Safeguarding Against Bad faith, the Standard Operating Procedures for Handling Directors' Requirements, the Methodology for Performance Assessment of Directors, the Rules Governing the Functional Responsibility of Independent Directors, the Internal Material Information Division and the Online Management Operating Procedures and the Procedures for Reporting Illegal and Unethical or Bad Faith Cases, as the procedures to be followed by the Directors, managers and employees.
In addition, the Company shall cooperate with the determination or amendment of the relevant laws and regulations of the Competent Authority to complete the determination and amendment of the "Rules of Procedure of the Shareholders' Meeting", "Code of Practice on Corporate Governance", "Code of Practice on Sustainable Development", etc., and disclose them on the Company's website for download reference.
54
10) Status of Implementation of Internal Control System
a) Statement of Internal Control:
Aurora Corporation
Statement on Internal Control
Date: March 16, 2022
Aurora makes the following statement according to the self-evaluation conducted of the internal control system in 2021:
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, 2022, 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
55
-
11) As of the date of publication of the latest annual report, the Company and its internal personnel were punished in accordance with the law, the Company's internal personnel violated the provisions of the internal control system, the main defects and improvement situation: There is no such circumstance.
-
12) Significant resolutions of the Board of Shareholders and the Board of Directors for the most recent year and up to the date of publication of the Annual Report:
Shareholders' Meeting:
Important resolutions of the shareholders' meeting of the Company on July 15, 2021:
-
a) Recognition the Company's 2020 Annual Business Report and Financial Reports.
-
b) Recognition of the Company’s Earnings Distribution for 2020.
-
Implementation: Set 8/8/2021 as the ex-dividend date and distribute cash dividends (cash distribution of NT$ 5.7 per share) on 8/20/2021.
-
c) Cash distributed through the company based on capital surplus.
Implementation: Set. 8/8/2021 as the ex-dividend date and distribute cash dividends (cash distribution of NT$ 0.3 per share) on 8/20/2021.
- d) Adopted the amendments to the Rules of Procedure of the General Meeting of Shareholders of the Company.
Implementation: Has been operated in accordance with the amended rules.
-
e) Adopted the amendments to the "Directors' Election Method" of the Company.
-
Implementation: Operated amended.
Board of Directors:
-
a) Resolution of the Board of Directors of the Company at its 9th Meeting of The 11th Session meeting on March 16, 2021:
-
(1) Adopted the Company's 2020 Employee Compensation Distribution Plan.
-
(2) Adopted the Company's 2020 Annual Business Report and Financial Report.
-
(3) Adopted the Company's 2020 Earnings Distribution Plan.
-
(4) Adopted the Distribution of Cash Dividends from capital surplus.
-
(5) Adoption of the amendments to the "Rules of Procedure for Shareholders' Meetings."
-
(6) Adoption of the amendments to the "Regulations Governing the Election of
56
Directors."
-
(7) Passed the re-establishment of the "Regulations Governing Procedure for Board of Directors Meetings" and the revocation of the original regulations.
-
(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) By convening the 2021 Ordinary General Meeting of Shareholders of the Company.
-
(11) During the period of acceptance of the shareholders' proposal at the 2021 Ordinary Shareholders' Meeting of the Company, the place of acceptance, the review criteria and the matters related to the workflow.
-
(12) Self-assessment report and “Statement of Internal Control System” issued by the Company through the 2020 Internal Control System.
-
(13) Passed the appointment of the Company's 2021 Certified Public Accountant and independence assessment.
-
(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 Company's financing loans to 19 banks, including Mega Bills Finance Co., Ltd. in 2021, it is proposed that agree to authorize the chairman of the board to handle related matters such as quota application, increase or decrease or extension within the loan financing quota of each bank.
(16) Relocated to a new location through our OA business.
-
b) Resolution of the Board of Directors of the Company at its 10th Meeting of The 11th Session meeting on May 12, 2021:
-
(1) Adopted the Consolidated Financial Report of the Company for the first quarter of 2021.
-
(2) Adopted the Remuneration Committee's evaluation of the "management performance evaluation and remuneration system."
-
(3) Adopted the business needs of the company, it is proposed to increase the short and medium-term comprehensive quota of Yuanta Commercial Bank, and proposed to authorize the chairman to handle matters related to financing.
-
(4) Relocated to a new location through our OA business.
57
-
c) Resolution of the Board of Directors of the Company at its 11th Meeting of The 11th Session meeting on June 25, 2021:
-
(1) Approved the proposal for the postponement of the date and time of the 2021 General Meeting of Shareholders.
-
(2) According to the needs of the company's business, it is planned to increase the short-term quota of HSBC (Taiwan) Commercial Bank. It is proposed to agree to authorize the chairman of the board to handle matters related to financing.
-
d) Resolution of the Board of Directors of the Company at its 12th Meeting of The 11th Session meeting on July 15, 2021:
Adopted the company's 2020 annual cash dividend ex-dividend date, capital reserve allocation cash base date and distribution matters.
- e) Resolution of the Board of Directors of the Company at its 13th Meeting of The 11th Session meeting on Aug 11, 2021:
Adopted the Company's Consolidated Financial Report for the second quarter of 2021.
-
f) Resolution of the Board of Directors of the Company at its 14th Meeting of The 11th Session meeting on Nov 10, 2021:
-
(1) Adopted the Company's Consolidated Financial Report for the third quarter of 2021.
-
(2) Adopted the establishment of the company's 2022 audit plan.
-
(3) Relocated to a new location through our OA business.
-
g) Resolution of the Board of Directors of the Company at its 15th Meeting of The 11th Session meeting on March 16, 2022:
-
(1) Adopted the Company's Employee Compensation Allocation Plan for 2021.
-
(2) Adopted the Company's 2021 Annual Business Report and Financial Report.
-
(3) Adopted the Company's 2021 Earnings Distribution Plan.
-
(4) Adopted the Distribution of Cash Dividends from capital surplus.
-
(5) Adopted the amendments to the Articles of Incorporation.
-
(6) Adoption of the amendments to the "Rules of Procedure for Shareholders' Meetings."
-
(7) Adopted to amend the Company's “Procedures for Acquisition or Disposal of Assets”.
58
-
(8) Adopted the development of the Code of Corporate Governance Practices of the Company.
-
(9) Adopted to reformulate the Company's Code of Practice for Sustainable Development and repealing the previous Corporate Social Responsibility Principles.
-
(10) Adopted the company's director selection plan.
-
(11) Requesting the approval of the shareholders' meeting regarding to the competitive conduct of the directors of the Company.
-
(12) Adopted to convene the 2022 General Meeting of Shareholders of the Company.
-
(13) During the period of acceptance of the Shareholders' proposal and Directors' nomination rights at the 2022 Ordinary Shareholders' Meeting of the Company, matters related to the place of acceptance, review criteria and operational procedures.
-
(14) Adopted the company's 2021 annual internal control system self-assessment report and issue the "Internal Control System Statement".
-
(15) Passed the appointment of the Company's 2022 Certified Public Accountant and Independence Assessment.
-
(16) Through the company's 2022 financing loans to 20 banks including Mega Bills Finance Co., Ltd., it is proposed to agree to authorize the chairman of the board to handle relevant matters such as quota application, increase or decrease or extension within the loan financing quota of each bank.
-
13) If the directors disagree with the passing of a material resolution by the board of directors for the most recent year and up to the date of publication of the Annual Report, and there is a record or written statement to the contrary: No such circumstance.
-
14) As of the date of publication of the most recent annual report, the summary of resignations of the chairman of the board of directors, the general manager, the chief accountant, the chief financial officer, the chief internal audit officer, the chief corporate governance officer and the chief research and development officer of the company: No such circumstance.
59
e. Certified Public Accountant Fee Information:
Unit: NT$1,000
| Name of CPA Firm |
CPA Name |
CPA Audit Period |
Audit Fees | Non-audit Fees |
Total | Remark |
|---|---|---|---|---|---|---|
| Deloitte & Touche |
Chih Jui-Chuan |
Year 2021 |
3,009 | 816 | 3,825 | Tax Compliance Audit |
| Hsieh Chien-Hsin |
||||||
| Syu Siao-Ting |
Year 2021 | 180 | 180 |
Transfer pricing |
-
1) Replacement of the accounting firm and a decrease in the audit expense paid for the year compared with the audit expense paid for the year before the replacement: No such circumstance.
-
2) Cases where public audit fee decreased by more than 10% compared to the previous year: No such circumstance.
f. Replacement of CPA: No such circumstance.
-
g. The chairman of the board of directors, the general manager, the manager in charge of the financial or accounting affairs of the company, who has worked in a firm of visa accountants or an affiliated enterprise thereof in the last year: no such circumstance.
-
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%
-
1) Changes in shareholdings of directors, managers and major shareholders:
Unit: Shares
| Year | 2021 | Year 2022 end to April 11 | Year 2022 end to April 11 | ||
|---|---|---|---|---|---|
| Number of | Number of | ||||
| Shares Held | Shares | Shares Held | Shares | ||
| Job Title | Name | ||||
| Increase | Pledged | Increase | Pledged | ||
| (decrease) | Increase | (decrease) | Increase | ||
| (decrease) | (decrease) | ||||
| Chairman | Yuan Hui-Hua | 14,000 | 0 |
1,000 |
0 |
| Director | Chen Yung-tai | 0 | (710,000) |
0 | 0 |
| Director | Aurora Holdings Incorporated |
0 | 1,437,550 |
0 |
1,100,000 |
| Representative: Rai Hau-Min |
0 | 0 |
0 |
0 |
|
| Director | Ma Chih-Hsien | 0 | 0 |
0 |
0 |
60
| Year | 2021 | Year 2022 end to April 11 | Year 2022 end to April 11 | ||
|---|---|---|---|---|---|
| Number of | Number of | ||||
| Shares Held | Shares | Shares Held | Shares | ||
| Job Title | Name | ||||
| Increase | Pledged | Increase | Pledged | ||
| (decrease) | Increase | (decrease) | Increase | ||
| (decrease) | (decrease) | ||||
| 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 (Note 1) |
0 | 1,437,550 |
0 |
1,100,000 |
| Financial and Accounting Manager |
Lin Ya-Ling |
0 | 0 |
0 |
0 |
Note1: Major shareholders holding more than 10% of the shares.
-
2) Equity transfer information: The counterparty of the equity transfer is a non-related person, so there is no information on this item.
-
3) Equity pledge information: The counterparty of the equity pledge is a non-related person, so this information is not available.
61
i. Relationship among the 10 Largest Shareholders
Relationship among the 10 Largest Shareholders
April 11, 2022
Unit: shares; %
| The names or names and | The names or names and | Remark | |||||||
|---|---|---|---|---|---|---|---|---|---|
| relationships of the top ten | |||||||||
| shareholders who have | |||||||||
| relationship defined in | |||||||||
| Spouse & Minor | Shareholding by | Statements of Auditing | |||||||
| Current Shareholding | |||||||||
| Shareholding | Nominees | Standards No. 6 or who are | |||||||
| Name | relatives within the scope of | ||||||||
| the spouse or the | |||||||||
| second-degree relative of | |||||||||
| kinship. | |||||||||
| Number of | Shareholding | Number |
Shareholding | Number of |
Shareholding |
||||
Name |
Relationship | ||||||||
| Shares | Ratio (%) | of Shares | Ratio (%) | Shares | Ratio (%) | ||||
| 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 |
|
BC International Investment Limited |
Relative with the chairman of the company within the second degree of kinship |
||||||||
| Nison International Investment Management Co Ltd |
Relative with the chairman of the company within the second degree of kinship |
||||||||
| Chen Yung-tai | 21,269,000 | 9.00 |
1,184,000 | 0.50 |
0 |
0.00 |
Aurora Holdings Incorporated |
The company's chairman |
|
Y.T.Chen Sustainable Management Foundation |
The company's chairman |
62
| The names or names and | The names or names and | Remark | |||||||
|---|---|---|---|---|---|---|---|---|---|
| relationships of the top ten | |||||||||
| shareholders who have | |||||||||
| relationship defined in | |||||||||
| Spouse & Minor | Shareholding by | Statements of Auditing | |||||||
| Current Shareholding | |||||||||
| Shareholding | Nominees | Standards No. 6 or who are | |||||||
| Name | relatives within the scope of | ||||||||
| the spouse or the | |||||||||
| second-degree relative of | |||||||||
| kinship. | |||||||||
| Number of | Shareholding | Number |
Shareholding | Number of |
Shareholding |
||||
Name |
Relationship | ||||||||
| Shares | Ratio (%) | of Shares | Ratio (%) | Shares | Ratio (%) | ||||
| BC International Investment Limited |
Relative within the second degree of kinship of the company's chairman |
||||||||
| Nison International Investment Management 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 equity method |
|
| Representative: Liao Qing-zhang |
109 | 0.00 |
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 equity method |
|
| Representative: Chen Zhen-sheng |
32 | 0.00 |
0 |
0.00 |
0 |
0.00 |
- |
- | |
| Nison International Investment Management Co Ltd |
11,970,000 | 5.07 |
- |
- |
0 | 0.00 |
- |
- | |
| Representative: Yuan Hui-hua |
1,184,000 | 0.50 | 0 | 0.00 | 0 | 0.00 | Aurora Holdings Incorporated |
Relative with the chairman of the company within the second degree of kinship |
|
| Chen Yungtai Sustainable Management Foundation |
Relative with the chairman of the company within the second degree of kinship |
63
| The names or names and | The names or names and | Remark | |||||||
|---|---|---|---|---|---|---|---|---|---|
| relationships of the top ten | |||||||||
| shareholders who have | |||||||||
| relationship defined in | |||||||||
| Spouse & Minor | Shareholding by | Statements of Auditing | |||||||
| Current Shareholding | |||||||||
| Shareholding | Nominees | Standards No. 6 or who are | |||||||
| Name | relatives within the scope of | ||||||||
| the spouse or the | |||||||||
| second-degree relative of | |||||||||
| kinship. | |||||||||
| Number of | Shareholding | Number |
Shareholding | Number of |
Shareholding |
||||
Name |
Relationship | ||||||||
| Shares | Ratio (%) | of Shares | Ratio (%) | Shares | Ratio (%) | ||||
| BC International Investment Limited |
Relative with the chairman of the company within the second degree of kinship |
||||||||
| Chen Yung-tai | Relative with the chairman of the company within the second degree of kinship |
||||||||
| Huxen Corporation |
9,435,182 | 3.99 |
- |
- |
0 | 0.00 |
Aurora Holdings Incorporated |
Director | |
| Investor accounting for the investee using the equity method |
|||||||||
Aurora Development Corp. |
Investor accounting for the investee using the equity method |
||||||||
| Aurora Leasing Corporation |
Investee accounted for using the equity method |
||||||||
| Representative: Liao Qing-zhang |
109 | 0.00 |
0 |
0.00 |
0 |
0.00 |
Aurora Leasing Corporation |
Same person as the company's |
|
| Chen Yung-tai Sustainable Management Foundation as a consortium legalperson |
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 |
|
BC International Investment Limited |
Relative with the chairman of the company within the second |
64
| The names or names and | The names or names and | Remark | |||||||
|---|---|---|---|---|---|---|---|---|---|
| relationships of the top ten | |||||||||
| shareholders who have | |||||||||
| relationship defined in | |||||||||
| Spouse & Minor | Shareholding by | Statements of Auditing | |||||||
| Current Shareholding | |||||||||
| Shareholding | Nominees | Standards No. 6 or who are | |||||||
| Name | relatives within the scope of | ||||||||
| the spouse or the | |||||||||
| second-degree relative of | |||||||||
| kinship. | |||||||||
| Number of | Shareholding | Number |
Shareholding | Number of |
Shareholding |
||||
Name |
Relationship | ||||||||
| Shares | Ratio (%) | of Shares | Ratio (%) | Shares | Ratio (%) | ||||
| degree of kinship |
|||||||||
| Nison International Investment Management Co Ltd |
Relative with the chairman of the company within the second degree of kinship |
||||||||
| Aurora Development Corp. |
5,308,766 | 2.25 |
- |
- |
0 | 0.00 |
Aurora Holdings Incorporated |
Director | |
| Investor accounting for the investee using the equity method |
|||||||||
| Representative: Chen Li-zhen |
2,000 | 0.00 |
0 |
0.00 |
0 |
0.00 |
Aurora Office Automation |
Director | |
| BC International Investment Limited |
4,250,000 | 1.80 |
- |
- |
0 | 0.00 |
~~Corporation~~- |
- |
|
| Representative: Chen Guan-bai |
0 | 0.00 |
0 |
0.00 |
0 |
0.00 |
Aurora Holdings Incorporated |
Relative with the chairman of the company within the second degree of kinship |
|
Y.T.Chen Sustainable Management Foundation |
Relative with the chairman of the company within the second degree of kinship |
||||||||
| Nison International Investment Management Co Ltd |
Relative with the chairman of the company within the second degree of kinship |
||||||||
| Chen Yung-tai | Relative with the chairman of the company within the second |
65
==> picture [487 x 208] intentionally omitted <==
----- Start of picture text -----
The names or names and
relationships of the top ten
shareholders who have
relationship defined in
Spouse & Minor Shareholding by Statements of Auditing
Current Shareholding
Shareholding Nominees Standards No. 6 or who are
Name relatives within the scope of
the spouse or the
second-degree relative of
kinship.
Number of Shareholding Number Shareholding Number of Shareholding
Name Relationship
Shares Ratio (%) of Shares Ratio (%) Shares Ratio (%)
degree of
kinship
Shin Kong Life
Insurance Co., 3,426,000 1.45 - - 0 0.00 - -
Ltd.
Remark
----- End of picture text -----
- j. The number of shares held by the company, its directors, managers and enterprises directly or indirectly controlled by the company in the same reinvested enterprise and the comprehensive shareholding ratio:
April 11, 2022
Unit: shares; %
| Investment by | Investment by | |||||
|---|---|---|---|---|---|---|
| Directors/Managerial | ||||||
| Ownership by the Company | Officers and Companies |
Consolidated Investment | ||||
| Investee business | Directly or Indirectly | |||||
| Controlled byAurora | ||||||
| Number of | Shareholding | Number of | Shareholding | Number of | Shareholding | |
| Shares | ratio(%) | Shares | ratio(%) | Shares | ratio(%) | |
| Aurora (Bermuda) Investment Holding Co., 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% |
| Huxen Corporation | 47,010,591 | 32.53% |
50,552,712 |
34.99% |
97,563,303 |
67.52% |
| Aurora Telecom Co.,Ltd. | 13,164,970 | 30.40% |
- |
- | 13,164,970 | 30.40% |
| Aurora Development Corp. | 32,497,696 | 46.67% |
37,140,224 | 53.33% |
69,637,920 |
100.00% |
| General Integration TechnologyCo.,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% |
66
4. Fundraising Situation
a. Capital and Shares:
1) Share Capital Source:
a) Share Capital Formation
April 11, 2022
| Authorized Capital | Authorized Capital | Paid-in Capital | Paid-in Capital | Remark | ||||
|---|---|---|---|---|---|---|---|---|
Issue Price |
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 |
Capital at the time of establishment NT$ 200,000 Cash capital increase of NT$ 443,300,000 Consolidated capital increase of NT $ 380,000,000 |
||
| 1990.10 | 10 | 105,000,000 | 1,050,000,000 |
105,000,000 |
1,050,000,000 |
Transfer of capital surplus to increase in capital of NT$ 15,896,500 Surplus transferred to capital increase of NT$ 110,603,500 |
||
| 1992.01 | 10 | 120,750,000 | 1,207,500,000 |
120,750,000 |
1,207,500,000 |
Surplus transferred to capital increase of NT$ 157,500,000 | ||
| 1992.10 | 10 | 132,825,000 | 1,328,250,000 |
132,825,000 |
1,328,250,000 |
Surplus transferred to increase in capital of NT$120,750,000 |
||
| 1993.10 | 10 | 152,748,750 | 1,527,487,500 |
152,748,750 |
1,527,487,500 |
Surplus transferred to increase in capital of NT$199,237,500 |
||
| 1994.09 | 10 | 178,716,037 | 1,787,160,370 |
178,716,037 |
1,787,160,370 |
Capital surplus transferred to capital increase of NT$ 43,955,852 Surplus transferred to capital increase of NT$ 204,683,320 Consolidated capital increase of NT$ 11,033,698 |
||
| 1995.08 | 10 | 220,000,000 | 2,200,000,000 |
214,459,245 |
2,144,592,450 |
Surplus transferred to capital increase of NT$ 357,432,080 | ||
| 1996.08 | 10 | 500,000,000 | 5,000,000,000 |
285,905,169 |
2,859,051,690 |
Surplus transferred to capital increase of NT$ 214,459,240 Cash capital increase NT$500,000,000 |
||
| 1997.06 | 10 | 500,000,000 | 5,000,000,000 |
314,495,687 |
3,144,956,870 |
Surplus transferred to capital increase of NT$ 142,952,590 Capital surplus transferred to capital increase of NT$142,952,590 |
||
| 1998.06 | 10 | 500,000,000 | 5,000,000,000 |
332,495,687 |
3,324,956,870 |
Cash capital increase of NT$ 180,000,000 | ||
| 1998.07 | 10 | 500,000,000 | 5,000,000,000 |
398,994,825 |
3,989,948,250 |
Surplus transferred to capital increase of NT$ 664,991,380 | ||
| 1999.06 | 10 | 800,000,000 | 8,000,000,000 |
504,868,581 |
5,048,685,810 |
Surplus transferred to capital increase of NT$ 558,592,760 Capital surplus transferred to capital increase of NT$ 239,396,890 Convertible corporate bonds NT$260,747,910 |
||
| 2000.01 | 10 | 800,000,000 | 8,000,000,000 |
518,208,594 |
5,182,085,940 |
Conversion of corporate bonds into shares NT$133,400,130 |
||
| 2000.06 | 10 | 800,000,000 | 8,000,000,000 |
626,796,846 |
6,267,968,460 |
Capital surplus transferred to capital increase of NT$ 207,283,440 Surplus transferred to capital increase of NT$ 829,133,750 Corporate bonds converted into shares NT$ 49,465,330 |
||
| 2001.01 | 10 | 800,000,000 | 8,000,000,000 |
627,177,086 |
6,271,770,860 |
Corporate bonds to be converted into shares NT$3,802,400 |
||
| 2001.07 | 10 | 800,000,000 | 8,000,000,000 |
685,394,795 |
6,853,947,950 |
Capital surplus transferred to capital increase of NT$582,177,090 |
||
| 2002.11 | 10 | 800,000,000 | 8,000,000,000 |
376,967,137 |
3,769,671,370 |
Decrease in capital: NT$ 3,084,276,580 | ||
| 2003.09 | 10 | 800,000,000 |
8,000,000,000 |
352,217,137 |
3,522,171,370 |
Decrease in capital of NT$ 247,500,000 | ||
| 2006.06 | 10 | 500,000,000 | 5,000,000,000 |
352,217,137 |
3,522,171,370 |
Decrease in the total capital of the amended articles of association of NT$3,000,000,000 |
||
| 2007.05 | 10 | 500,000,000 | 5,000,000,000 |
337,217,137 |
3,372,171,370 |
Decrease of NT$ 150,000,000 | ||
| 2007.07 | 10 | 500,000,000 | 5,000,000,000 |
327,217,137 |
3,272,171,370 |
Decrease of NT$ 100,000,000 | ||
| 2007.08 | 10 | 500,000,000 | 5,000,000,000 |
334,486,715 |
3,344,867,150 |
Surplus transferred to capital increase of NT$ 6,344,350 Capital surplus transferred to capital increase of NT$ 57,099,090 employee bonus transferred to capital increase of NT$9,252,340 |
||
| 2007.09 | 10 | 500,000,000 | 5,000,000,000 |
324,486,715 |
3,244,867,150 |
Decrease of NT$ 100,000,000 | ||
| 2008.08 | 10 | 500,000,000 | 5,000,000,000 |
337,432,169 |
3,374,321,690 |
Surplus transferred to capital increase of NT$ 3,244,870 Capital surplus transferred to capital increase of NT$ 113,570,350 Employee bonus transferred to capital increase of NT$12,639,320 |
||
| 2017.07 | 10 | 500,000,000 | 5,000,000,000 |
236,202,518 |
2,362,025,180 |
Decrease in capital: NT$ 1,012,386,510 |
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b) Type of share capital
| Authorized Capital | Authorized Capital | |||
|---|---|---|---|---|
| Share Type | Remark | |||
| Issued Shares | Unissued Shares | Total | ||
| **Common stock ** | 236,202,518 | 263,797,482 | 500,000,000 | Listed stocks |
c) General information about the reporting system: None.
2) Shareholder structure:
April 11, 2022
| Structure | Foreign | |||||
|---|---|---|---|---|---|---|
| Other | ||||||
| Government | Financial |
Natural | Institutions | |||
institutional |
Total | |||||
| Agencies | Institutions | Persons | and Natural | |||
shareholders |
||||||
| Item | Persons | |||||
| Number of shareholders |
1 | 5 |
59 |
15,611 |
97 |
15,773 |
| Shares Held | 14 | 5,718,000 |
181,577,589 | 44,616,053 |
4,290,862 |
236,202,518 |
| Shareholding ratio(%) |
0.00 | 2.42 |
76.87 |
18.89 |
1.82 |
100.00 |
3) Equity Diversification:
a) Common Shares: NT$ 10 Per share
April 11, 2022
| Number of | Number of shares | ||
|---|---|---|---|
| Range of Shares | Shareholding ratio (%) | ||
| shareholders | held | ||
| 1 to 999 | 11,324 | 2,884,746 |
1.22 |
| 1,000 to 5,000 | 3,807 | 7,078,775 |
3.00 |
| 5,001 to 10,000 | 313 | 2,243,314 |
0.95 |
| 10,001 to 15,000 | 108 | 1,336,780 |
0.57 |
| 15,001 to 20,000 | 58 | 1,031,588 |
0.44 |
| 20,001 to 30,000 | 51 | 1,275,505 |
0.54 |
| 30,001 to 40,000 | 15 | 535,974 |
0.23 |
| 40,001 to 50,000 | 14 | 619,664 |
0.26 |
| 50,001 to 100,000 | 31 | 2,222,807 |
0.94 |
| 100,001 to 200,000 | 18 | 2,771,348 |
1.17 |
| 200,001 to 400,000 | 15 | 4,344,182 |
1.84 |
| 400,001 to 600,000 | 1 | 429,100 |
0.18 |
| 600,001 to 800,000 | 1 | 692,600 |
0.29 |
| 800,001 to 1,000,000 | 1 | 927,345 |
0.39 |
| 1,000,001 or more | 16 | 207,808,790 |
87.98 |
| Total | 15,773 | 236,202,518 |
100 |
- b) Special shares: None.
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4) List of major shareholders:
| April 11, 2022 | April 11, 2022 | April 11, 2022 |
|---|---|---|
| Shares | Shares Held |
Shareholding |
| Name of Major Shareholders | ratio(%) | |
| Aurora Holdings Incorporated | 101,856,312 | 43.12% |
| Chen Yung-tai | 21,269,000 | 9.00% |
| Aurora LeasingCorporation | 20,791,276 | 8.80% |
| Aurora Office Automation Corporation | 12,496,797 | 5.29% |
| Nison International Investment Management Co Ltd | 11,970,000 | 5.07% |
| Huxen Corporation | 9,435,182 | 3.99% |
| Y.T. Chen Sustainable Management Foundation | 7,000,000 | 2.96% |
| Aurora Development Corp. | 5,308,766 | 2.25% |
| BC International Investment Limited | 4,250,000 | 1.80% |
| Shin KongLife Insurance Co.,Ltd. | 3,426,000 | 1.45% |
- 5) Price, net worth, earnings, dividends and related information per share for the last two years:
| Unit: NT$ thousand | |||||
|---|---|---|---|---|---|
| Year | Year 2022 end to | ||||
| Year 2020 | Year 2021 | ||||
| Item | April 11 | ||||
| Market Price Per Share |
Highest | 94.80 | 94.70 | 92.70 | |
| Lowest | 77.70 | 85.30 | 88.80 | ||
| Average | 87.49 | 90.65 | 90.07 | ||
| Net Worth per Share |
Before distribution | 33.93 | 33.79 | ─ | |
| After distribution | 27.94 | (Note 1) | ─ | ||
| Earnings per Share |
Weighted average number of shares(thousand shares) |
224,814 | 224,814 | ─ | |
| Earningsper share(note 2:) | 6.40 | 6.19 | ─ | ||
| Dividends per Share |
Cash Dividends | 6.00 | 6.00(Note 1) | ─ | |
Free allotment |
Surplus allotment | 0 | 0 | ─ | |
Stock dividends appropriated from capital surplus |
0 | 0 | ─ | ||
| Accumulated unpaid dividends | 0 | 0 | ─ | ||
| Return on Investment |
Price-to-EarningRatio(note3) | 13.67 | 14.64 | ─ | |
| Price to dividend Ratio(note 4) | 14.58 | 15.11 | ─ | ||
Cash Dividend Yield Ratio(note5) |
6.86% | 6.62% | ─ |
Note 1. The profit distribution plan will be determined after the resolution of the next annual general meeting of shareholders is passed.
-
Note 2. Calculated based on the weighted average number of shares in the current year.
-
Note 3. Price-to-Earning Ratio = average closing price per share for the current year/earnings per share;
-
Note 4. Price-to-Earning ratio = average closing price per share for the year / cash dividend per share;
-
Note 5. Cash Dividend Yield Ratio= cash dividend per share/average closing price per share for the year.
-
Note 6. Net earnings per share and earnings per share should be entered in the information verified (reviewed) by the accountant for the most recent quarter as of the date of publication of the annual report; the remaining fields should be entered in the information for the year as of the date of publication of the annual report.
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6) Company dividend policy and implementation status:
- a) Dividend policy of the Company:
The Company's dividend policy is determined by the Board of Directors based on the operating conditions, capital requirements, changes in the overall internal and external environment and taking into account the interests of shareholders. The Company's industry is currently in a stable and growing stage. The capital requirements have eased. In the future, it is possible to return the operating results to shareholders. In the absence of special circumstances, the principle of distribution shall be no less than 50% of the post-tax earnings of the current 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) Dividend distribution proposed at this shareholders' meeting:
The shareholders' dividend payable to shareholders for the year 2021 is NT$1,228,253,094, all of which are proposed to be distributed in cash of NT$5.2 per share, and the capital reserve of NT$188,962,014, which is proposed to be distributed to shareholders in excess of the excess amount of shares issued in nominal amount, is NT$0.8 per share. After the 2022 General Meeting of Shareholders passes, the base date and distribution date of the cash dividend distribution shall be determined separately.
- 7) The impact of the gratuitous allotment of shares proposed by the Board of Shareholders on the company's operating results and earnings per share: Not applicable.
8) Remuneration of employees and directors:
- a) The number or scope of the remuneration of employees and directors contained in the company's articles of association:
If the company has a profit in the year (the so-called profit refers to the profit before tax deducting the profit before the distribution of employee compensation), it should set aside 10% to 10% as employee compensation; however, when the company still has accumulated losses, it should make up.
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.
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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 remuneration of employees and directors listed in the current period, the basis for calculating the number of shares of employee remuneration distributed by shares, and the accounting treatment when the actual amount of distribution differs from the estimated amount:
-
i. The Company has not paid remuneration to directors and supervisors in the past years.
-
ii. Employee compensation is calculated at 1% of profit. If the amount remains unchanged, it is treated as a change in accounting estimate and adjusted to account in 2022.
-
c) Situation of remuneration distributed by the Board of Directors:
-
i. On March 16, 2022, the Board of Directors of the Company resolved to allocate remuneration as follows:
Resolution to distribute employee remuneration: NT$ 16,370,000
Allocation of remuneration to directors and supervisors: NT$ 0
There is no difference from the estimated amount in the year in which the expense is recognized.
-
ii. The amount of employee remuneration distributed in stock and the proportion to the total amount of the net profit after tax and total employee remuneration in the current period's individual or individual financial report: Not applicable
-
d) The actual distribution of remuneration for employees and directors in the previous year:
On March 16 and July 15, 2021, respectively, the Board of Directors and the Shareholders' Regular Meeting of the Company resolved the distribution of employee remuneration for the year 2020 as follows:
| Approved by the original | |||
|---|---|---|---|
| Actual distribution | (2020) Board of Directors |
||
| Item | Difference | ||
| (NT$ thousand) | Distribution of resolutions | ||
| (NT$thousand) | |||
| Employee Remuneration | 16,750 |
16,750 | 0 |
| Director Remuneration | 0 | 0 |
0 |
- 9) The company repurchased the company's shares: There is no such circumstance.
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-
b. Situation of corporate bonds: There is no such circumstance.
-
c. Status of special shares: No such circumstance.
-
d. Overseas Depository Certificate Processing: None.
-
e. Employee stock option certificate handling situation: No such circumstance.
-
f. Restriction on the handling of new shares of employees' rights: No such circumstance.
-
g. Mergers and acquisitions of shares of other companies for the issuance of new shares: None.
h. Implementation of Capital Allocation Plans
1) Plan Content:
As of the quarter prior to the publication date of the Annual Report, the previous issue or private placement of securities had not been completed or had been completed within the last three years and the benefits of the plan had not yet been demonstrated: None.
2) Status of implementation: None.
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5. Overview of Operations
a. Business Activities
1) Business scope
-
a) The main business content includes:
-
i. Office equipment: Deal with sales of office machinery (photocopiers, fax machines, printers and clock bells, etc.) and related accessories, consumables and service maintenance business; sell proprietary branded office electronics such as computers, shredders, shellfish machines.
-
ii. Office furniture: sales of the production, design development, sales and relocation installation and maintenance services of the products such as desk, office chair, filing cabinet, screen, wooden appliances, etc.
-
iii. Office document integration planning: providing customized software, hardware construction services, corporate document management and document information security package services.
-
iv. 3D products: sales agent of 3D product design/scanning/printing software and hardware equipment sales and specific industry solution research and development and services.
-
b) Operating proportion:
Unit: NT$ thousand
| Type of Product | Amount in 2021 | Percentage(%) |
|---|---|---|
| Office Equipment | 8,149,571 | 60.0 |
| Office Furniture | 5,358,568 | 39.5 |
| Others | 69,118 | 0.5 |
| Total | 13,577,257 | 100.0 |
-
c) The Company's current goods (services) projects and planned new goods (services):
-
i. Office equipment: multi-function photocopiers, fax machines, clocks, printers, projectors, video equipment, interactive electronic whiteboards, digital signage and other intelligent equipment and office solutions (cloud human resources systems, intelligent space applications ) and other sales and leasing, and electronic products (computers, air purifiers, shredders), and provide the most complete after-sales service to help customers improve office efficiency.
-
ii. Office furniture: systematic sales and leasing of office desks, office chairs, filing cabinets, screens, wood products, sofas, coffee tables, and cubicles, as well as integrated services such as office space planning and design, relocation, etc.
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-
iii. 3D products: agency sales of 3D software and hardware equipment, providing a full range of technical services for industrial 3D digital design, development and manufacturing, shortening the development time of the industry. In addition to agency sales, we also have a professional R&D team to develop customized 3D software, and develop an exclusive process for complete equipment and software integration for unique industries.
-
iv. Office cloud services: provide cloud-based human resources systems, AI interviewing systems, face recognition systems, customer management systems, electronic signature verification and other multifaceted cloud services to reduce the enterprise information costs and schedules, rapidly deploy digital transformation, and build the smart enterprises.
2) Industry overview:
| 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. Despite the impact of COVID-19, new business machines still maintain a certain demand. 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 business model of the industry has changed from pure price competition to the use of solutions for various office space products, equipment and planning services to assist customers in empowering customers. 2. According to international research, companies are currently moving towards innovative organizations, and the planning of office space should incorporate elements such as transparency, flexibility, teamwork,and |
High | Artificial intelligence Eco-friendly People-centric Style aesthetics Health-oriented |
1. The company occupies a leading position in the domestic office furniture brand. It is jointly designed and developed by the R&D centers on both sides of the Taiwan Strait, and is equipped with its own factory, assembly, and logistics team to provide a full range of office planning services. 2. The ACTIVA smart office solution has been launched in 2020 to meet the space planning needs of innovative enterprises; |
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| Current Status and | Industrial | Development | ||
|---|---|---|---|---|
| Industry | Competition | |||
| Development | Link | Trends | ||
| communication innovation to improve employee efficiency and meet the needs of innovative organizational planning. 3. In the process of the impact of the epidemic, when choosing office space products, equipment and planning services, enterprises will pay more and more attention to whether the relevant office equipment and services are sufficient to provide the elements that can improve the physical and mental health of colleagues. |
focus on the products, equipment and planning services of office space with international health standards, and implement the idea of efficient and healthy office. |
|||
| 3D Products |
1. Along with EV electric vehicles, Metaverse, NFT issues and the global Covid-19 cover, Taiwanese companies will return and expand production opportunities, which in turn will increase 3D inspection/3D reverse demand to accelerate new product development. However, the low prices of foreign brands made by mainland OEMs have intensified the competition of foreign high-end 3D scanning machines. 2. As the patent for 3D printing technology has passed, the market is transparent and new brands have been launched one after another. For single-color and single-material applications in product prototyping technology, customers have more choices and the unit price is getting cheaper. In recent years, the Covid-19 epidemic has spread globally.,forcingchanges |
High | Industrial application |
1. In recent years, 3D scanners have been popular, making it easier to use, easier to use, and more widely used with improved accuracy. Although affected by the market price, the international certification of 3D scanners agented by our company is a great guarantee for customers who demand quality assurance. 2. 3D printing towards production is the future trend. Small quantities, flexible manufacturing and quick order grabbing will enable major 3D printing manufacturers to gradually open up their material parameters and use the final product materials for rapid production (high-speed printing) and flexible manufacturing. Replace the traditional production process. 3. B2C pays more attention to commodity |
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| Current Status and | Industrial | Development | ||
|---|---|---|---|---|
| Industry | Competition | |||
| Development | Link | Trends | ||
| in the supply and demand of the supply chain, and the rise of "3D printing on-demand production", replacing the traditional manufacturing process, jumping out of appearance design, and moving towards functionality and the production of end-user parts (End-User Part). 3. Full-color 3D printers open the unlimited imagination of custom 3D printed products, making the application more diverse, including celebrity special gifts, advertising copy ideas, and souvenir products. Through B2C talk fermentation, it extends to B2B enterprises into market operation. |
refinement (high CP quality), efficiency (short delivery period) and customization (diversity) than the industrial field, testing the software and hardware technology integration capabilities of 3D printing companies. The Company is not only an equipment agent, but also has the ability to develop customized products and make flexible adjustments to meet customer needs. |
The relationship between the upper, middle and lower reaches of the office equipment and 3D printer industry:
==> picture [443 x 115] intentionally omitted <==
----- Start of picture text -----
Firms
Brand suppliers
Distributors
Government agencies
(Agents, distributors, and schools
Whole-machine
system integrators)
manufacturers Consumers
----- End of picture text -----
The relationship between the upper, middle and lower reaches of the office furniture industry:
==> picture [447 x 106] intentionally omitted <==
----- Start of picture text -----
Raw material
Firms
Manufacturing Distributors
and assembly (Agents,
Semi-finished
distributors,
products
system
integrators) Consumers
Brand suppliers
----- End of picture text -----
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3) Technology and R&D overview:
-
a) The company mainly operates marketing business, technology and research and development focus on document information security management system, 3D and office furniture products. In 2021, research and development expenses will be NT$ 270,166 thousand, accounting for 2% of revenue. R&D expenses are estimated at NT$ 270,000 thousand in 2022.
-
b) Office Equipment
-
i. Office equipment: Products research and development is mainly based on the combination of the original OSA (Open Architecture System) and cooperative manufacturers to develop document solutions with digital computers.
-
ii. 3D products: Focusing on commercial markets such as automobiles, consumer goods, foundry, education and design, acting as an agent for the well-known brand Creaform in metrology-grade 3D scanning and global 3D printing leader Stratasys, with distinctive product highlights and clear target customers, coupled with global Customer application feedback, etc. to ferment the Taiwan market, and increase the high trust of customers. Among them, MetraSCAN under the Creaform brand specializes in high-end fields, and even combined with automated testing, it has become a market topic to attract customers' attention. At the same time, in order to accelerate the entry into the era of Laminate Manufacturing 2.0, Stratasys' latest manufacturing-grade 3D printer includes design concepts (composite material printing)/functional testing (SAF nylon powder sintering technology), and even high-speed printing, small batch production ( P3 technology Origin One system, emphasizing open commercial materials), allows design and production to be in place at one time, and turns to multi-layer manufacturing to replace traditional manufacturing. In recent years, the 3D printing market has been extended to 2C customized 3D printing products, such as 2.5D embossed photographs, 3D printing key rings, ring field 3D photo studios, and automatic 3D portrait doll applications such as 2D generation.
-
c) Office furniture: Adhere to the "user-centric" product research and development, from office trend insights to designs that incorporate Aurora-dam DNA, to provide customers with high-quality spatial solutions. Starting from 2020, we will promote the development axis ACTIVA Smart Office solution to provide different scenario solutions based on the behavioral needs of different types of activities in the office space by innovative organizations. We will integrate smart, environmentally friendly and healthy furniture products, equipment and planning services to improve work efficiency and employee happiness. 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.
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4) Long-term and short-term business development plans:
-
a) Short-term plans:
-
i. Office Equipment:
Develop the business area intensively, do a good job in CRM, strengthen market competitiveness, and maintain a leading position in the market.
- Use effective strategies to focus on the medium and large colour printing press market to increase business size and printing volume.
- Rapidly expand the market by specializing in large companies
- Through a robust direct sales service network.
-
ii. Office furniture:
- Provide integration services, enhance solutions, focus on health standards, integrate logistics resources Good service, solid leadership.
-
iii. 3D Products: provide expertise, integration, solutions for sales service orientation, establish physical sales pipeline, and constantly introduce new materials and equipment, provide diversified material selection to reduce costs and increase profitability.
-
iv. Cloud services: With cloud architecture and customized advantages, develop a comprehensive human resources intelligence platform to meet the needs of the enterprise market. It integrates the diverse services such as AI interviewing system and face recognition system to improve customer product occupancy, help enterprises to digitally transform and develop intelligent enterprises.
-
b) Long-term plan:
-
i. Office equipment: grasp the trends of the industry, continue to pay attention to the improvement of real profits, and combine software + hardware solutions to develop related businesses.
-
ii. Office furniture: Combine the advantages of design, R&D, production, marketing, logistics and vertical integration to quickly grasp the trends of the industry and meet customer needs; strengthen the link between goods, equipment and planning services with international health norms; introduce a cloud solution for smart factories to improve production efficiency and quality with smart manufacturing, with the goal of becoming a leading brand for integrated planning services in the office space.
iii. 3D Products:
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-
Explore potential market demand by combining the existing OA vast access resources with software and hardware solutions. At the same time, the four major industries of automobile, education, medical care and consumer electronics are targeted to provide more precise and professional high-end process requirements.
-
Integrate the 3D software and hardware technology accumulated over the years, cooperate with new products and equipment, and develop application models for new industries, so as to create new business models and increase equipment sales.
b. Analysis of Market and Production and Marketing Situation
1) Market Analysis
| Type of | Sales | Supply | Market | Supply and Demand in the Market and Possible |
|---|---|---|---|---|
| Product | Territory | Territory | Share | Future Growth |
| Office equipment |
Taiwan and mainland China |
Japan, Taiwan ,Mainland China, Thailand |
20~25% | 1. The market continues to grow slowly. As the corporate procurement demand gradually rises due to the rejuvenation of the spring, market activities are expected to become more popular. 2. Increased market demand for customized solutions helps to improve the competitiveness and differentiation of commodities. 3. The color digital machine market is gradually growing due to the active promotion of various brands, and the market demand is also gradually growing. 4. Market demand for air purifiers continues to increase due to air pollution and the increasing emphasis on air quality in the office environment. 5. Due to the improvement of personal information laws and confidentiality concepts, the market for shredders continues to grow. 6. Due to the continuous development of the epidemic, the demand for zero-contact and remote office is increasing day by day, and the demand for equipment such as video communication systems, interactive electronic whiteboards, and digital signage boards has increased, driving market business opportunities. 7. Among them, the use of digital signage by enterprises, schools and retailers continues to grow due to the reduction in the cost of large-size displayscreens. |
| Office Furniture |
Taiwan and mainland China |
Taiwan and mainland China |
14~19% |
1. Increasingly attach importance to intelligence, human nature, environmental protection, style aesthetics, and health-oriented issues. 2. Under theprinciple of adheringtoquality, |
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| Type of | Sales | Supply | Market | Supply and Demand in the Market and Possible |
|---|---|---|---|---|
| Product | Territory | Territory | Share | Future Growth |
| intelligent production is introduced to integrate the production and marketing supply chain. 3. The customer demand has been shifted from simple products to the service demand of overall space planning. Therefore, the goods, equipment and planning services of each office space should be integrated to propose solutions to meet customer needs. 4. The planning needs of professional fields (medical space, school space, health furniture) are increasing. |
||||
| 3D Products |
Taiwan and mainland China |
Taiwan and mainland China |
20~25% |
1. 1. According to the 2021 Additive Manufacturing Trends Report released by 3D Hubs, the global AM (Additive Manufacturing) market size in the next five years will reach USD 37.2 billion by 2026. At the same time, in response to the Covid-19 epidemic, which has forced changes in supply and demand in the supply chain, the market has emerged as "3D printing on-demand production", replacing traditional manufacturing processes, meeting small and medium-volume production, and attacking terminal mass production markets, including automotive, aerospace , consumer goods and other high-end customized industries, and even began to reverse the traditional operation thinking of shooting factory and switch to manufacturing-level 3D printers. 2. Although 3D scanning technology has not really penetrated into residential and private places, but with EV electric vehicles, Metaverse, NFT issues and the global Covid-19 cover, Taiwanese companies are returning to the market for small and diverse, flexible manufacturing and quick order grabbing , the demand for reverse/3D testing has increased greatly. Quality certification, product highlights and feedback from application customers will rapidly ferment in the market. In the future, it is expected to increase market share and lead the development of the industry. |
| Type of | Future Development | Future development | ||
|---|---|---|---|---|
| Competitive Niches | Response | |||
| Product | Positive Factors | Unfavorable Factors | ||
| Office equipment |
1. High brand recognition. 2. The cumulative customer base is large. 3. High market share. |
1. With 66 branches, it is the largest in the industry. 2. Market share leads the way. 3. The brand image is |
1. The demand for rental market increases, and the price decreases due to market competition,which |
1. Develop the business area intensively,, do a good job in CRM, strengthen commodity |
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| Type of | Future Development | Future development | ||
|---|---|---|---|---|
| Competitive Niches | Response | |||
| Product | Positive Factors | Unfavorable Factors | ||
| 4. Commodities are combined with the original factory OSA development system to provide differentiated commodities. |
superior to the industry. 4. Continuously develop office printing and document security programs to provide customers with competitive goods and services. |
affects the gross profit. 2. Japanese factories attack the market directly through distribution channels at low prices. 3. A variety of used water cargo planes and filling consumables are flooded with the market. |
education to enhance competitiveness and stabilize price and quality. 2. Provide exquisite services to strengthen the local market. 3. Select the strategic strike market share and combine it with the self-developed document management system to provide a comprehensive office document solution. 4. Consumer goods strengthen differentiation, target sales of middle and higher-level goods, and improve competitiveness. |
|
| Office Furniture |
1. Own brand, design and development, manufacturing, marketing integration services. 2. Strong market development ability. 3. The customer base is spread across the two sides of the Taiwan Straits and can be effectively integrated and developed according to the needs of the two sides. 4. High brand awareness, integrated marketing through OMO to enhance customer service experience. |
1. Obtained a excellent brand image. 2. Obtained comprehensive marketing resources in both Taiwan and Mainland China. 3. A high-quality management team with the advantages of vertical integration of design, R&D, production, marketing and logistics, providing customers with a full range of space planning services. |
1. Affected by mainland commodities, competition has a more severe impact on gross profit. 2. Market demand has not significantly expanded, and there are many competitors in the industry. 3. International raw material prices continue to fluctuate, causing the cost of the industry to rise. 4. Future costs will be greatly affected by increased labor demand and decreased supply. |
1. Delicate service, accumulating customer reputation, accumulating brand value. 2. Build a complete service supply chain in response to market demand. 3. In response to customer demand for health, develop a full range of products, equipment and planning services and focus on international health standards. 4. Emphasize product differentiation to give customers peace of mind to buy and use. 5. Develop the integrated services to improve the |
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| Type of | Future Development | Future development | ||
|---|---|---|---|---|
| Competitive Niches | Response | |||
| Product | Positive Factors | Unfavorable Factors | ||
| quality of customer procurement. |
||||
| 3D Products |
1. With more than 20 years of experience and experience, accumulated market/customer recognition. 2. Provide professional/integra tion/solutions to guide sales services. 3. Establish a reputation for physical brand sales pipeline. 4. 3D product line is complete, providing diversified solutions to meet the needs of customers in different industries. 5. Combine the existing OA's vast channel resources to tap the potential market demand. |
1. Own 3D software applications/3D scanning capabilities/custom process software development capabilities. 2. Combined brand/sales pipeline/practical experience and strength to provide professional/integra tion/solutions for sales service orientation. 3. A reputation for physical sales pipeline has been established with well-known brands around the world. 4. Existing OA's vast access resources can be leveraged to tap potential market demand. |
1. The number of talent demand cultivation is still insufficient. 2. The environment in which professional technology is cultivated needs to be improved. 3. The alignment of professional technical service capabilities with the OA pipeline takes time. |
1. Expand the influence of the OA pipeline with the 3D business department as the base. 2. The establishment of a unified unit is based on the strategic planning guidelines and timing standards. 3. Quickly improve market share and shape industry leadership. 4. Build a downstream 3D manufacturer to learn and understand the end product post-processing process know-how in order to master the best of different industries. |
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. Office Document System Integration: 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. Consumer goods Fax machines, clock bells, paper shredders, computers,shells. |
1. Effectively assist enterprises to reduce operating costs and simplify operational processes to improve work efficiency. 2. In response to the development of market trends, through customized solutions, help enterprises to improve the document processing process, reduce costs and improve competitiveness. 3. Information document printing, attendance management, document confidentiality and protection, and calculation assistance tools to improve enterprise work efficiency. |
| Office Furniture |
Office furniture merchandise and office space planning and integration services related to desks, chairs, screens, filing cabinets, high compartments, supervisor space merchandise, imports, etc. |
Provide space planning design and product configuration advice according to customer needs, complete services from production, logistics and distribution to prefecture assembly, and provide office space planning services in enterprise technology, professionalism,health and environment. |
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| Type of | ||
|---|---|---|
| Main Products | Usage and Manufacturing Processes | |
| Product | ||
| 3D Printing | 1. 3D Design, Manufacturing Software CATIA, Delmia, Design-X. 2. Creaform Handheld 3D Laser Scanning Equipment, Artec Handheld Scanning Equipment and Custom 3D Photo Studio. 3. Stratasys 3D Printer and Manufacturing Grade System. 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. Meet the small and medium batch production market through industrial-grade 3D printers, the design and production are in place at one time to 3. 3D technology can expand many overseas needs and industries, and there is still a lot of room toplay. |
3) Status of supply of main raw materials:
Raw materials of cabinets are mainly steel plates. Aurora cooperates with many domestic suppliers to stabilize the source of raw materials.
- 4) Names of customers who account for more than 10% of total purchases (sale) in the last two years and their purchases (sale) amounts and proportions:
Information on major suppliers in the last two years:
| Unit: NT$ thousand | Unit: NT$ thousand | Unit: NT$ thousand | ||||||
|---|---|---|---|---|---|---|---|---|
| Year 2020 | Year 2021 | |||||||
| Percentage | ||||||||
| Percentage | ||||||||
| of net | ||||||||
| Relation | of net | Relationship | ||||||
| Item | purchase | |||||||
Name |
Amount | with | Name | Amount | purchase in | with the |
||
| in the | ||||||||
issuer |
the whole | Issuer | ||||||
| whole year | ||||||||
| year (%) | ||||||||
| (%) | ||||||||
| 1 | Konica Minolta Business Solutions (China) Co., Ltd. |
1,248,524 | 18 |
- |
Konica Minolta Business Solutions (China) Co., Ltd. |
1,215,211 | 17 |
- |
| 2 | Others | 5,505,895 | 82 |
- |
Others | 6,099,838 | 83 |
- |
| Netpurchase | 6,754,419 | 100 |
- |
Netpurchase | 7,315,049 | 100 |
- |
Note: As of the publication date of the annual report, the financial information of the Company on March 31, 2022 has not been checked or reviewed by accountants.
83
Information on major sales customers in the last two years:
Unit: NT$ thousand
| Year 2020 | Year 2020 | Year 2020 | Year 2021 | Year 2021 | Year 2021 | |||
|---|---|---|---|---|---|---|---|---|
| Percentage | Percentage |
|||||||
Relation |
Relationship | |||||||
| Item | of Annual |
of Annual |
||||||
| Name | Amount | with | Name | Amount | with the | |||
| net sales | net sales | |||||||
| issuer | Issuer | |||||||
| (%) | (%) | |||||||
| 1 | Huxen (China) Co., Ltd. |
1,755,455 | 14 |
Other related party |
Huxen (China) Co., Ltd. |
1,578,776 | 12 |
Other related party |
| 2 | Aurora Corp. of America |
1,419,892 | 11 |
Aurora Corp. of America |
1,220,464 | 9 |
- | |
| 3 | Others | 9,775,628 | 75 |
Others | 10,778,017 | 79 |
- | |
| Net sales | 12,950,974 | 100 |
Net sales | 13,577,257 | 100 |
Note: As of the publication date of the annual report, the financial information of the Company on March 31, 2022 has not been checked or reviewed by accountants.
5) Production value in the last two years:
Unit: NT$ thousand
| Year | Year 2020 |
Year 2020 |
Year 2020 |
Year 2021 | Year 2021 | Year 2021 |
|---|---|---|---|---|---|---|
| Production amount | ||||||
| Production | Production | Production | Production | Production | Production | |
| Capacity | Volume | value | Capacity | Volume | value | |
| Main Products | ||||||
| Cabinet | 470,000 | 415,774 |
1,839,971 |
570,000 |
461,579 |
2,049,076 |
| Screen | 1,200,000 | 1,021,126 |
806,879 |
1,200,000 | 985,846 |
791,461 |
| Supervisor Table | 125,000 | 87,449 |
454,514 |
125,000 |
122,947 |
478,672 |
| Total | 1,795,000 | 1,524,349 |
3,101,364 |
1,895,000 |
1,570,372 |
3,319,209 |
6) Sales in the last two years:
Unit: NT$ thousand
| Year 2020 | Year 2020 | Year 2020 | Year 2020 | Year 2021 | Year 2021 | Year 2021 | Year 2021 | ||
|---|---|---|---|---|---|---|---|---|---|
| Item | Domestic Sales | Export | Domestic | Export | |||||
| Volume | Value | Quantity | Value | Quantity | Value | Quantity | Value | ||
| OA | Photocopiers | 57,896 | 2,877,683 |
─ |
─ | 46,644 | 2,976,902 |
─ |
─ |
Other machines |
184,510 | 440,104 |
3,008 |
1,569,135 |
228,144 | 522,596 |
2,677 |
1,410,561 | |
| Peripherals | ─ | 3,587,118 | ─ |
─ | ─ | 3,391,831 | ─ |
─ | |
| Office Furniture | ─ | 4,431,502 | ─ |
45,432 | ─ | 5,265,117 | ─ |
10,250 | |
| Total | ─ | 11,336,407 | ─ |
1,614,567 | ─ |
12,156,446 | ─ |
1,420,811 |
84
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 2022 end to April | ||||
|---|---|---|---|---|
| Year | Year 2020 | Year 2021 | ||
| 11 | ||||
| Number of Employees |
Marketing | 1,776 | 2,017 | 1,861 |
| Technology service |
1,064 | 1,024 | 1,025 | |
| Staff member | 1,601 | 1,356 | 1,343 | |
| Total | 4,441 | 4,397 | 4,229 | |
| Average age | 34.5 | 36.1 | 37.0 | |
| Averageyear of services | 7.0 | 8.0 | 8.3 | |
| Education Distribution Ratio |
PhD | 0% | 0% | 0% |
| Master | 2% | 2% | 2% | |
| College | 73% | 73% | 73% | |
| High school | 11% | 11% | 11% | |
| Below high school |
14% | 14% | 14% |
-
d. Environmental Protection Expenses:
-
1) Losses and dispositions suffered as a result of environmental pollution in the most recent year and up to the date of publication of the annual report: None.
-
2) Future countermeasures and possible expenses: The original supplier is responsible for replacing the products or recovering the defective products, so there is no risk of damage to the environment.
-
e. Employee-Employer Relations
-
1) The company's employee welfare measures, further training, retirement system and its implementation, as well as labor agreement and employee rights and interests maintenance measures:
“ 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.
85
-
Protective measures for the work environment and personal safety of employees
-
a) Welfare Measures
- 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 Assistance
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. Birthdays, weddings and funerals, emergency assistance, 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 employees' feedback to create a happy workplace for employees.
- b) Work Environment 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.
86
- c) Further study and training situation
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 training plan is formulated mainly on the basis of cultivating colleagues with common characteristics and values, and prioritizing outstanding management talents. Therefore, the following four categories are distinguished according to their nature:
- i. 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.
- ii. 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.
iii. Functional training
Specific work assignments entail such functional training as orientation for new recruits and executive training.
iv. 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 2021, 383 education and training classes were held, and nearly 3,100 people were trained.
-
The Current Important Labor Fund Agreements and Implementation Situation
-
a) Retirement Eligibility
87
Retirement can be requested according to the law, but if the seniority is more than ten years and the seniority are at least 55 years old, or the seniority is more than 20 years, the colleagues can apply for it after approval by the supervisor.
- b) The withdrawal of pension and the payment of pension shall be handled according to laws and regulations
In accordance with the laws and regulations, the company has contributed 6% of the monthly salary to the individual pension account of the Ministry of Labor for new employees and existing employees who choose to apply the new pension regulations on a monthly basis since July 1, 2005. Existing employees who apply the old pension method and those who choose to apply the new pension method shall have their seniority retained under the old system calculated and appropriated to the designated bank account according to the pension payment standard of the old employee retirement method. For employees who are transferred by Aurora to any of the affiliates, their seniority will be accumulated to calculate to provide more protection for the employees.
- c) The labor-management agreement and various employee rights protection measures
On the premise of the willingness and respect of colleagues, the company creates a happy and happy working environment, a lively and energetic working atmosphere, a positive and enterprising harmonious labor-management relationship, and combines and improves welfare and treatment. 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.
-
2) Losses suffered as a result of labor disputes during the most recent year and up to the date of publication of the annual report: None.
-
3) Estimated current and potential future losses due to labor and capital disputes and response measures: None.
f. Information Security Management:
-
1) Information security risk management structure, information security policy, specific management plan and resources invested in information security management:
-
a) Information Security Policy
The Company's information security policy is "to establish information security
88
management methods to maintain the overall information security of the Company, strengthen the security management of information assets, ensure their confidentiality, integrity, availability and legitimacy, and avoid human negligence, intentional attacks and natural disasters affecting the Company's operations or damaging the Company's interests".
- b) Information security organizations
In order to ensure information security management, the Company has established an information security organization, whose members include senior executives of the Company, which is responsible for promoting, coordinating and supervising the following information security management matters:
-
i. Approval and Supervision of Information Security Policy
-
ii. Allocation and coordination of information security responsibilities
-
iii. Supervision of Information Assets Protection Matters
-
iv. Review and Supervision of Information Security Incidents
-
v. Approval of information security matters
-
vi. Hold regular information security meetings
-
c) Asset security risk control
The Company actively plans and deploys information security measures to improve the information security environment and reduce information risks from the system surface, network surface, data surface and equipment surface for information security risk management and control. Include the following:
-
i. System account management and auditing
-
ii. System data access control and audit mechanism
-
iii. System Raw Code Management and Detection
The relevant raw code of the information system shall be given appropriate security attributes according to the confidentiality level, and the files of different security attributes shall be separated and saved with corresponding security measures. The outsourced or self-built system code has passed the original code inspection and verification of the program, and conforms to international certification standards.
89
iv. Cybersecurity
Set up cybersecurity devices (firewalls), mail filtering systems, anti-virus protection systems, and secure access as needed for your business. The anti-virus control system is updated in February 2021.
- v. Backup and Disaster Recovery
To ensure the integrity and correctness of data in the Group Information Systems, establish backup and disaster recovery plans, and regularly drill down to ensure normal operation in the event of a disaster or failure of storage media.
Database restoration exercises were carried out in March, June, September and December 2021 and were successfully completed, leaving documents for review.
A disaster recovery exercise was carried out in November 2021, which was successfully completed and the documents were left for review.
vi. Email management
Use of corporate emails is governed by email management practices that govern the security of your account, rules of use, and email usage. Mail filtering device updated in June 2021.
d) Employee safety training and publicity
The Company conducts basic information security education and training for new employees when they join the Company, and regularly conducts information security promotion and information security drills for working personnel to strengthen the awareness of information security. When a cybersecurity incident occurs, information security reports are made to raise employees' awareness of protection against external attacks, and provide information security for the company's operations.
The Company implemented on-the-job employee information security promotions in March, June, September and December 2021 and conducted social engineering drills for current employees from July to September 2021.
2) In the most recent year and up to the date of publication of the annual report, losses, possible impacts and countermeasures due to major information security incidents:
The events that occurred in the Company in 2021 and up to the date of publication of the annual report have no significant impact on the overall operation of the Company.
90
g. Important Contract
April 11, 2022
| Type of | ||||
|---|---|---|---|---|
| The Party | Contract Period | Major contents | Restrictive Clause | |
| Contract | ||||
| Distribution Contracts |
SHARP CORPORATION |
2022.4.1~2023.3.31 (Automatically extended for one year upon expiration) |
SHARP Full Series Photocopiers |
1. Exclusive distribution 2. Non-competition Provisions |
| OEM Contracts |
(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 | Consignment production and procurement of multifunctional composite machines and PP machines in Mainland China |
None |
| OEM Contracts |
(1) Aurora Office Automation Sales Co., Ltd. Shanghai (2) Zhuhai Pantum Electronics Co.,Ltd. |
2021.1.1~2022.12.31 | A4 printer commissioned production and procurement |
None |
| Distribution Contracts |
(1) Stratasys AP Limited (2) Aurora Machinery Equipment (Shanghai ) Co., Ltd. |
2022.1.1~2022.12.31 | Stratasys Full Series 3D Printers |
1. There is an anti-competitive clause 2. New contract being signed |
| Distribution Contracts |
KONICA MINOLTA, INC Aurora Office Automation Corporation |
2022.4.1~2023.3.31 | Photocopiers and printers of KM full series |
1. There is an anti-competitive clause 2. Restricted to sale in Taiwan |
| Distribution Contracts |
STRATASYS AP LTD. General Integration Technology Co., Ltd. |
2022.1.1~2022.12.31 | SSYS Full Series 3D Printers |
1. Non-exclusive distribution 2. Eixst an anti-competitive clause 3. Restricted to sale in Taiwan |
| Distribution Contracts |
CREAFORM, INC. General Integration Technology Co., Ltd. |
2021.6.21~2022.6.20 | 3D Scanning Equipment |
1. Non-exclusive distribution 2. Restricted to sale in Taiwan |
| Distribution Contracts |
KONICA MINOLTA, INC KM Developing Solutions Co., Ltd. |
2022.4.1~2023.3.31 | Large photocopier and multi-functional photocopier |
1. Exist an annual sales volume limit 2. Eixst an anti-competitive clause 3. Restricted to sale in Taiwan |
91
6. Financial Overview
-
a. Condensed Balance Sheets and Statements of Comprehensive Income for the Past Five Fiscal Years
-
1) Condensed Balance Sheets - Parent Company Only
Unit: NT$ thousand
| Year Item |
Year Item |
Financial information for the last five years (note 1:) |
Financial information for the last five years (note 1:) |
Financial information for the last five years (note 1:) |
Financial information for the last five years (note 1:) |
Financial information for the last five years (note 1:) |
Financial information for the year ended March 31, 2022 |
|---|---|---|---|---|---|---|---|
| Year 2017 | Year 2018 | Year 2019 | Year 2020 | Year 2021 | |||
| Current Assets | 1,283,058 | 1,105,283 |
938,311 |
1,094,617 |
1,222,660 |
N/A (Note 2) |
|
| Property, Plant, and Equipment |
896,886 | 819,253 |
851,333 |
803,052 |
776,296 |
||
| Intangible assets | 48,634 | 53,458 |
50,273 |
48,615 |
48,707 |
||
| Other Assets | 8,885,438 | 9,540,368 |
9,782,752 |
10,925,965 |
11,137,874 |
||
| Total Assets | 11,114,016 | 11,518,362 |
11,622,669 |
12,872,249 |
13,185,537 |
||
| Current liabilities |
Before Distribution |
2,253,865 | 2,532,715 |
2,785,415 |
3,488,028 |
4,148,117 |
|
| After distribution |
3,671,080 | 3,949,930 |
4,155,390 |
4,834,382 |
(Note 3) |
||
| Non-current Liabilities | 1,402,591 | 1,400,215 |
1,625,621 |
1,755,532 |
1,441,905 |
||
| Total Liabilities |
Before Distribution |
3,656,456 | 3,932,930 |
4,411,036 |
5,243,560 |
5,590,022 |
|
| After distribution |
5,073,691 | 5,350,145 |
5,781,011 |
6,589,914 |
(Note 3) |
||
| Equities Attributable to Owners of Parent Company |
6,998,937 | 7,585,432 |
7,211,633 |
7,628,689 |
7,595,515 |
||
| Share Capital | 2,362,025 | 2,362,025 |
2,362,025 |
2,362,025 |
2,362,025 |
||
| Capital surplus | 1,761,702 | 1,843,004 |
1,920,710 |
1,941,799 |
1,939,269 |
||
| Retained Earnings |
Before Distribution |
3,907,515 | 4,048,436 |
3,973,659 |
4,087,994 |
4,112,289 |
|
| After distribution |
2,490,300 | 2,631,221 |
2,603,684 |
2,741,640 |
(Note 3) |
||
| Other Equity | 246,151 | 123,793 |
(252,935) |
28,697 | (26,242) |
||
| Treasurystock | (819,833) | (791,826) | (791,826) | (791,826) | (791,826) | ||
| Equity Total Amount |
Before Distribution |
7,457,560 | 7,585,432 |
7,211,633 |
7,628,689 |
7,595,515 |
|
After distribution |
6,040,345 | 6,168,217 |
5,841,658 |
6,282,335 |
(Note 3) |
Note 1. The financial information of each of the above companies has been verified by an accountant. Note 2. The Company prepares individual financial reports on an annual basis only. Note 3. Once the Earnings Distribution Plan is adopted by the next Annual General Meeting of Shareholders.
92
2) Consolidated Condensed Balance Sheet
Unit: NT$ thousand
| Year Item |
Year Item |
Financial information for the last fiveyears(Note 1) |
Financial information for the last fiveyears(Note 1) |
Financial information for the last fiveyears(Note 1) |
Financial information for the last fiveyears(Note 1) |
Financial information for the last fiveyears(Note 1) |
Financial information for the year ended March 31, 2022 |
|---|---|---|---|---|---|---|---|
| Year 2017 | Year 2018 | Year 2019 | Year 2020 | Year 2021 | |||
| Current Assets | 10,739,029 | 11,202,362 |
10,392,354 |
10,895,709 |
10,657,461 |
N/A (Note 2) |
|
| Property, Plant, and Equipment |
1,894,586 | 1,868,239 |
1,939,676 |
2,315,741 |
2,543,920 |
||
| Intangible assets | 153,870 | 156,308 |
168,654 |
177,009 |
195,088 |
||
| Other Assets | 3,703,067 | 4,053,484 |
4,609,092 |
4,674,450 |
4,854,625 |
||
| Total Assets | 16,490,552 | 17,280,393 |
17,109,776 |
18,062,909 |
18,251,094 |
||
| Current liabilities |
Before Distribution |
6,059,240 | 6,581,582 |
6,082,773 |
6,619,633 |
7,000,463 |
|
| After distribution |
7,476,475 | 7,998,797 |
7,452,748 |
7,965,987 |
(Note 3) |
||
| Non-current Liabilities | 1,930,684 | 1,999,803 |
2,653,270 |
2,519,129 |
2,323,997 |
||
| Total Liabilities |
Before Distribution |
7,989,924 | 8,581,385 |
8,736,043 |
9,138,762 |
9,324,460 |
|
| After distribution |
9,407,159 | 9,998,600 |
10,106,018 |
10,485,116 |
(Note 3) |
||
| Equities Attributable to Owners of Parent Company |
7,457,560 | 7,585,432 |
7,211,633 |
7,628,689 |
7,595,515 |
||
| Share Capital | 2,362,025 | 2,362,025 |
2,362,025 |
2,362,025 |
2,362,025 |
||
| Capital surplus | 1,761,702 | 1,843,004 |
1,920,710 |
1,941,799 |
1,939,269 |
||
| Retained Earnings |
Before Distribution |
3,907,515 | 4,048,436 |
3,973,659 |
4,087,994 |
4,112,289 |
|
| After distribution |
2,490,280 | 2,631,221 |
2,603,684 |
2,741,640 |
(Note 3) |
||
| Other Equity | 246,151 | 123,793 |
(252,935) |
28,697 | (26,242) |
||
| Treasurystock | (819,833) | (791,826) | (791,826) | (791,826) | (791,826) | ||
| Non-controllingInterests | 1,043,068 | 1,113,576 |
1,162,100 |
1,295,458 |
1,331,119 |
||
| Total Equity | Before Distribution |
8,500,628 | 8,699,008 |
8,373,733 |
8,924,147 |
8,926,634 |
|
| After distribution |
7,083,393 | 7,281,793 |
7,003,758 |
7,577,793 |
(Note 3) |
Note 1. The financial information of each of the above companies has been verified by an accountant.
Note 2. As of the date of publication of the Annual Report, the Company's financial information on 3/31/2022 had not been reviewed or reviewed by an accountant.
Note 3. Once the Earnings Distribution Plan has been approved by the next Annual General Meeting of Shareholders.
93
3) Individual Condensed Consolidated Income Statement
Unit: NT$ thousand
(Except earnings per share expressed in NT$)
| Year Item |
Financial information for the last fiveyears(Note 1) |
Financial information for the last fiveyears(Note 1) |
Financial information for the last fiveyears(Note 1) |
Financial information for the last fiveyears(Note 1) |
Financial information for the last fiveyears(Note 1) |
Financial information for the year ended March 31,2022 |
|---|---|---|---|---|---|---|
| Year 2017 | Year 2018 | Year 2019 | Year 2020 | Year 2021 | ||
| OperatingRevenue | 3,013,539 | 3,110,307 |
3,146,934 |
3,174,613 |
3,285,129 |
N/A (Note 2) |
| Gross Profit | 1,360,708 | 1,407,004 |
1,441,807 |
1,485,605 |
1,488,526 |
|
| Operating profit(loss) | 343,683 | 388,132 |
389,146 |
413,523 |
415,888 |
|
| Non-operating revenue and expenses |
1,544,619 | 1,237,660 |
1,221,698 |
1,236,365 |
1,199,549 |
|
| Income before Tax | 1,888,302 | 1,625,792 |
1,610,844 |
1,649,888 |
1,615,437 |
|
| Net Income from Net Profit of Current Term |
1,810,866 | 1,522,999 |
1,374,792 |
1,438,309 |
1,391,539 |
|
| Loss from Discontinued Operations |
0 | 0 |
0 |
0 |
0 |
|
| Net income(loss)for theperiod | 1,810,866 | 1,522,999 |
1,374,792 |
1,438,309 |
1,391,539 |
|
| Other Comprehensive Income (Loss) in the Current Term (Net Value After Tax) |
129,742 | (87,221) |
(409,082) |
327,633 |
(75,828) |
|
| Total Comprehensive Income | 1,940,608 | 1,435,778 |
965,710 |
1,765,942 |
1,315,711 |
|
| Earningsper Share | 6.67 | 6.78 |
6.12 |
6.40 |
6.19 |
Note 1. The financial information of each of the above companies has been verified by an accountant.
Note 2. The Company prepares Individual Financial Reports on an annual basis only.
94
4) Consolidated Condensed Consolidated Income Statement
Unit: NT$ thousand
(Except earnings per share expressed in NT$)
| Year Item |
Financial information for the last fiveyears(Note 1) | Financial information for the last fiveyears(Note 1) | Financial information for the last fiveyears(Note 1) | Financial information for the last fiveyears(Note 1) | Financial information for the last fiveyears(Note 1) | Financial information for the year ended March 31,2022 |
|---|---|---|---|---|---|---|
| Year 2017 | Year 2018 | Year 2019 | Year 2020 | Year 2021 | ||
| OperatingRevenue | 14,370,795 | 14,343,895 |
13,605,113 |
12,950,974 |
13,577,257 |
N/A (Note 2) |
| Gross Profit | 6,083,895 | 6,283,558 |
6,097,714 |
5,874,627 |
6,038,691 |
|
| Operating profit(loss) | 1,221,348 | 1,465,824 |
1,370,653 |
1,517,380 |
1,468,693 |
|
| Non-operating revenue and expenses |
999,389 | 543,934 |
562,087 |
508,048 |
551,706 |
|
| Income before Tax | 2,220,737 | 2,009,758 |
1,932,740 |
2,025,428 |
2,020,399 |
|
| Net Income from Net Profit of Current Term |
1,923,379 | 1,650,814 |
1,501,756 |
1,558,735 |
1,526,231 |
|
| Loss from Discontinued Operations |
0 | 0 |
0 |
0 |
0 |
|
| Net income (loss) for the period |
1,923,379 | 1,650,814 |
1,501,756 |
1,558,735 |
1,526,231 |
|
| Other Comprehensive Income (Loss) in the Current Term (Net Value After Tax) |
125,740 | (110,121) |
(450,153) |
366,143 |
(84,556) |
|
| Total Comprehensive Income |
2,049,119 | 1,540,693 |
1,051,603 |
1,924,878 |
1,441,675 |
|
| Net Income Attributable to: Owners of the Parent Company |
1,810,866 | 1,522,999 |
1,374,792 |
1,438,309 |
1,391,539 |
|
| Net Income Attributable to Non-controlling Interests |
112,513 | 127,815 |
126,964 |
120,426 |
134,692 |
|
| Total comprehensive income attributable to owners of theparent |
1,940,608 | 1,435,778 |
965,710 |
1,765,942 |
1,315,711 |
|
| Comprehensive Income Attributable to Non-controllingInterests |
108,511 | 104,915 |
85,893 |
158,936 |
125,964 |
|
| Earningsper Share | 6.67 | 6.78 |
6.12 |
6.40 |
6.19 |
Note 1. The financial information of each of the above companies has been verified by an accountant.
Note 2. As of the date of publication of the Annual Report, the Company's financial information on 3/31/2022 had not been reviewed or reviewed by an accountant.
5) Name of CPAs and Audit Opinions for the Last Five Years
| Year | CPA | Name | Opinions |
|---|---|---|---|
| 2021 | Deloitte & Touche | Chih Rui-Chuan and Hsieh Chien-Hsin |
Unmodified opinion |
| 2020 | Deloitte & Touche | Chih Rui-Chuan and Hsieh Chien-Hsin |
Unmodified opinion |
| 2019 | Deloitte & Touche | Huang Hai-Yueh and Hsieh Chien-Hsin |
Unmodified opinion |
| 2018 | Deloitte & Touche | Huang Hai-Yueh and Hsieh Chien-Hsin |
Unmodified opinion |
| 2017 | Deloitte & Touche | Huang Hai-Yueh and Hsieh Chien-Hsin |
Unmodified opinion |
95
b. Financial Analyses for the Past Five Fiscal Years
1. Financial Analysis - Parent Company Only
| Year Analysis items(note 3) |
Year Analysis items(note 3) |
Mostrecentfive-year financialanalysis (Note1) | Mostrecentfive-year financialanalysis (Note1) | Mostrecentfive-year financialanalysis (Note1) | Mostrecentfive-year financialanalysis (Note1) | Mostrecentfive-year financialanalysis (Note1) | Current year to 2022 Financial information as at 31 March |
|---|---|---|---|---|---|---|---|
| 2017 | 2018 | 2019 | 2020 | 2021 | |||
| Financial Structure (%) |
Liabilities to Assets Ratio |
35.90 | 34.14 |
37.95 |
40.74 |
42.40 |
N/A (Note 2) |
| Ratio of long-term capital to property, plant, and equipment |
987.88 |
1,096.81 |
1,038.05 |
1,168.57 |
1,164.17 |
||
| Solvency (%) |
Current Ratio | 56.93 | 43.64 |
33.69 |
31.38 |
29.43 |
|
| Quick Ratio | 36.16 | 23.82 |
16.79 |
15.69 |
12.27 |
||
| Times interest earned ratio |
99.71 | 85.83 |
67.95 |
64.00 |
63.08 |
||
| Operating Ability |
Receivables Turnover Ratio(times) |
7.69 | 8.23 |
9.42 |
10.05 |
11.02 |
|
| Average days for cash receipts |
47 | 44 |
39 |
36 |
33 |
||
| Inventory Turnover Ratio (Times) |
3.26 | 3.50 |
3.43 |
3.20 |
2.85 |
||
| Payables Turnover Ratio (Times) |
4.81 | 4.38 |
5.04 |
5.21 |
4.94 |
||
| Average days for sale of goods |
112 | 104 |
106 |
114 |
128 |
||
| Property, Plant, and Equipment Turnover Ratio (Times) |
3.92 | 3.62 |
3.77 |
3.84 |
4.16 |
||
| Total Assets Turnover Ratio(Times) |
0.27 | 0.27 |
0.27 |
0.26 |
0.25 |
||
| Profitability | Return on assets(%) | 16.59 | 13.59 |
12.05 |
11.91 |
10.84 |
|
| Return on Equity (%) | 25.05 | 20.25 |
18.58 |
19.38 |
18.28 |
||
Ratio of Net Profit Before Tax to Paid-In Capital(%) |
79.94 | 68.83 |
68.20 |
69.85 |
68.39 |
||
| NetProfitRatio (%) | 60.09 | 48.97 |
43.69 |
45.31 |
42.36 |
||
| Earnings per share (NT$) |
6.67 | 6.78 |
6.12 |
6.40 |
6.19 |
||
| Cash Flow | Cash Flow Ratio(%) | 18.97 | 16.57 |
11.88 |
16.85 |
9.26 |
|
| Cash Flow Adequacy Ratio(%) |
31.74 | 31.69 |
31.63 |
30.45 |
28.04 |
||
| Cash Reinvestment Ratio (%) |
-7.08 | -10.49 |
-11.78 |
-8.50 |
-10.93 |
||
| Financial Leverage |
Degree of Operating Leverage(DOL) |
1.82 | 1.82 |
1.99 |
1.94 |
1.92 |
|
| Degree of financial leverage(DFL) |
1.06 | 1.06 |
1.07 |
1.07 |
1.07 |
||
| Reasons for the 20% change in various financial ratios in the last two years: 1. The decrease in the Quick Ratio (%) was mainly due to the increase in short-term borrowings. 2. The decrease in the Cash Flow Ratio (%) is mainly due to the decrease in Net Cash Inflows from inventories and other current assets and the increase in short-term borrowings. 3. Decrease in Cash Reinvestment Ratio (%), mainly due to decrease in net cash inflows from inventories and other current assets |
Note 1. The financial information of each of the above companies has been verified by an accountant.
Note 2. The Company prepares Individual Financial Reports on an annual basis only.
Note 3. The above calculation formula is listed on page 97-98.
96
- Consolidated Financial Analysis
| Item | Year | Financial analysis for the last fiveyears(Note 1) | Financial analysis for the last fiveyears(Note 1) | Financial analysis for the last fiveyears(Note 1) | Financial analysis for the last fiveyears(Note 1) | Financial analysis for the last fiveyears(Note 1) | Financial information for the year ended March 31, 2022 |
|---|---|---|---|---|---|---|---|
| Year 2017 | Year 2018 | Year 2019 | Year 2020 | Year 2021 | |||
| Financial Structure (%) |
Liabilities to Assets Ratio | 48.45 | 49.66 | 51.06 | 50.59 | 51.09 | N/A (Note2) |
| Ratio of long-term capital to property, plant, and equipment |
550.59 | 572.67 | 568.50 | 494.15 | 442.26 | ||
| Solvency (%) |
Current Ratio | 177.23 | 170.21 | 170.85 | 164.60 | 152.24 | |
| Quick Ratio | 149.76 | 139.36 | 142.50 | 138.34 | 124.71 | ||
| Times interest earned ratio | 67.94 | 54.76 | 30.68 | 36.24 | 45.52 | ||
| Operating Ability |
Receivables Turnover Ratio(times) |
7.80 | 8.51 | 9.18 | 8.61 | 8.59 | |
| Average days for cash receipts |
47 | 43 | 40 | 42 | 42 | ||
| Inventory Turnover Ratio (Times) |
5.23 | 4.59 | 4.18 | 4.26 | 4.36 | ||
| Payables Turnover Ratio (Times) |
4.70 | 4.16 | 4.73 | 5.33 | 5.37 | ||
| Average days for sale of goods |
70 | 80 | 87 | 86 | 84 | ||
| Property, Plant, and Equipment Turnover Ratio (Times) |
7.94 |
7.62 | 7.15 | 6.09 | 5.59 | ||
| Total Assets Turnover Ratio(Times) |
0.89 | 0.85 | 0.79 | 0.74 | 0.75 | ||
| Profitability | Return on assets(%) | 12.02 | 9.95 | 9.04 | 9.12 | 8.61 | |
| Return on Equity (%) | 23.43 | 19.20 | 17.59 | 18.02 | 17.10 | ||
Ratio of Net Profit Before Tax to Paid-In Capital(%) |
94.02 | 85.09 | 81.83 | 85.75 | 85.54 | ||
| Net Profit Ratio(%) | 13.38 | 11.51 | 11.04 | 12.04 | 11.24 | ||
| Earningsper share(NT$) | 6.67 | 6.78 | 6.12 | 6.40 | 6.19 | ||
| Cash Flow | Cash Flow Ratio(%) | 30.06 | 17.95 | 18.11 | 28.33 | 22.48 | |
| Cash Flow Adequacy Ratio(%) |
80.32 | 69.73 | 69.13 | 77.99 | 72.42 | ||
| Cash Reinvestment Ratio (%) |
5.97 | -1.71 | -2.33 | 3.89 | 1.07 | ||
| Financial Leverage |
Degree of Operating Leverage(DOL) |
1.37 | 1.28 | 1.50 | 1.52 | 1.57 | |
| Degree of financial leverage(DFL) |
1.03 | 1.03 | 1.05 | 1.04 | 1.03 | ||
| Reasons for the 20% change in various financial ratios in the last two years: 1. The decrease in the Cash Flow Ratio (%) was mainly due to the increase in net cash outflows from inventories and the increase in short-term borrowings. 2. The decrease in the Cash Reinvestment Ratio (%) was mainly due to the increase in net Cash Outflows from inventories. |
Note 1. The financial information of each of the above companies has been verified by an accountant.
Note 2. As of the date of publication of the Annual Report, the Company's financial information on 3/31/2022 had not been reviewed or reviewed by an accountant.
Note 3. The formula is as follows:
-
(1) Financial Structure
-
a. Liabilities to assets ratio = total liabilities/total assets.
-
b. Long-term capital to property, plant and equipment ratio = (total equity + noncurrent liabilities)/property, plant and equipment net.
97
-
(2) Bond repayment capacity
-
a. Current Ratio = Current Assets/Current Liabilities.
-
b. Quick Ratio = (Current Assets - Inventory - Prepaid Fees)/Current Liabilities.
-
c. Interest Coverage Ratio = Net Income Before Income Tax and Interest Expense/Interest Expense for the current period.
-
(3) Operating capacity
-
a. Accounts Receivable Turnover Ratio (including accounts receivable and notes receivable arising from operations) = net sales/average balances of accounts receivable (including accounts receivable and notes receivable arising from operations) for each period.
-
b. Average Cash Days = 365/Receivables Turnover Rate.
-
c. Inventory turnover = cost of goods sold/average inventory value.
-
d. Turnover rate of accounts payable (including accounts payable and bills payable arising from operations) = cost of goods sold/balance of average payable (including accounts payable and bills payable arising from operations) for each period.
-
e. Average days of sale = 365/inventory turnover.
-
f. Property, plant and equipment turnover = net sales/average property, plant and equipment net.
-
g. Total asset turnover = net sales/average total assets.
-
(4) Profitability
-
a. Return on assets = (after-tax profit or loss + interest expense × (1 - tax rate))/average total assets.
-
b. Return on equity = total after-tax profit or loss/average equity.
-
c. Net Gain Rate = After-tax Profit/Loss/Net Sales.
-
d. Earnings per share = (profit or loss attributable to owners of the parent company - special dividends)/weighted average number of issued shares.
-
(5) Cash flow
-
a. Cash flow ratio = net cash flow from operating activities/current liabilities.
-
b. Net cash flow allowance ratio = net cash flow from operating activities in the last five years/(capital expenditure + increase in inventories + cash dividend) in the last five years.
-
c. Cash reinvestment ratio = (net cash flow from operating activities - cash dividend)/(gross property, plant and equipment + long-term investments + other non-current assets + working capital).
-
(6) Degree of Leverage
-
a. Operating profit = (net operating income - changes in operating costs and expenses)/operating profit.
-
b. Financial strength = Operating profit/(Operating profit - interest expense).
98
- c. Audit Committee's Review Report on Financial Statements for the Most Recent Fiscal Year
Audit Committee's Review Report
The Board of Directors of the Company shall submit the Company's Annual Business Report, Financial Report and Earnings Distribution Proposal for the year 2011; the Financial Report shall be checked by the accounting firm appointed by the Board of Directors, and an Audit Report shall be issued.
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.
It is hereby submitted for review.
Sincerely,
Annual Meeting of Shareholders of Aurora Corporation in 2022
Convener of the Audit Committee
Liao Kuo-Jung
March 16, 2022
99
d. Financial Statements for the Most Recent Fiscal Year
Independent Auditors' Report
To Aurora Corporation:
Opinions
Aurora Corporation and its subsidiaries' Consolidated Balance Sheets as of December 31, 2021 and 2020, 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, 2021 and 2020, 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, 2021 and 2020, as well as the consolidated financial performance and consolidated cash flows from January 1 to December 31, 2021 and 2020.
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, 2021. 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, 2021 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 mainland China increased significantly in 2021 as compared to that in 2020; such increase in the overall impact to the financial statements is material.
100
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 (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, 2021 and 2020, 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:
- 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
101
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, we will 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.
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, 2021. 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 Approval No. Jin-Guan-Zheng-Shen No. 1060023872
Securities and Futures Commission Approval No. Tai-Cai-Zheng-6 No. 0920123784
March 16, 2022
102
Aurora Corporation and Subsidiaries Consolidated Balance Sheets December 31, 2021 and 2020 (In Thousands of New Taiwan Dollars)
| Code 1100 1110 1136 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 amortized cost - current (Notes IV and VIII) Notes receivable (Notes IV and X) Accounts receivable (Notes IV and X) Accounts receivable - related parties (Notes IV, X and XXXI) Other receivables (Notes IV, X, and XXXI) Current tax assets (Notes IV and XXVI) Inventories (Notes IV and XI) Other current assets (Note XVIII) Total current assets Non-current assets Investments accounted for using the equity method (Notes IV and XIII) Contract assets - non-current (Notes IV and XXIV) Property, plant, and equipment (Notes IV, XIV, XXXI, and XXXII) Right-of-use assets (Notes IV, XV, and XXXI) Investment properties (Notes IV, XVI, and XXXII) Goodwill (Notes IV and XVII) Other intangible assets (Notes IV and XVII) Deferred tax assets (Notes IV and XXVI) Refundable deposits (Note XXXI) Other financial assets - non-current (Notes IX and XXXII) Other non-current assets (Note XVIII) Total non-current assets Total assets Liabilities and Equity Current Liabilities Short-term loans (Note XIX) Short-term notes and bills payable (Note XIX) Contract liabilities - current (Notes IV and XXIV) Accounts payable (Note XX) Accounts payable - related parties (Notes XX and XXXI) Other payables (Notes XXI and XXXI) Current tax liabilities (Notes IV and XXVI) Lease liabilities - current (Notes IV, XV, and XXXI) Other current liabilities (Note XXI) Total current liabilities Non-current liabilities Long-term loans (Note XIX) Deferred income tax liabilities (Notes IV and XXVI) Lease liabilities - non-current (Notes IV, XV, and XXXI) Net defined benefit liabilities - non-current (Notes IV and XXII) Guarantee deposits received (Note XXXI) Total non-current liabilities Total liabilities Equity attributable to owners of the Company (Note XXIII) 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 31,2021 | December 31,2021 | % 15 - 24 1 6 1 1 - 9 1 58 18 1 14 4 2 1 - 1 1 - - 42 100 18 - 3 7 - 7 1 1 1 38 6 2 2 3 - 13 51 13 11 10 5 7 22 - 4) 42 7 49 100 |
December 31,2020 | December 31,2020 | |||
|---|---|---|---|---|---|---|---|---|---|
| Amount $ 2,693,853 76,650 4,298,602 197,317 1,167,628 97,786 143,379 48,537 1,654,021 279,688 10,657,461 3,188,820 83,476 2,543,920 681,621 443,412 132,874 62,214 185,154 152,365 44,407 75,370 7,593,633 $ 18,251,094 $ 3,356,812 - 463,585 1,350,326 1,539 1,248,433 247,253 237,755 94,760 7,000,463 1,130,000 299,379 332,112 487,419 75,087 2,323,997 9,324,460 2,362,025 1,939,269 1,880,146 852,220 1,379,923 4,112,289 26,242) 791,826) 7,595,515 1,331,119 8,926,634 $ 18,251,094 |
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 |
% | |||||||
( ( |
( |
( |
( |
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 |
Chairman: Yuan Hui-Hua
The accompanying notes are an integral part of the Consolidated Financial Statements. General Manager: Chou Ming-Chung
Principal Accounting Officer: Lin Ya-Ling
103
Aurora Corporation and Subsidiaries Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2021 and 2020
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Code Operating revenue (Notes IV, XXIV, and XXXI) 4110 Sales revenue 4170 Sales returns 4190 Sales discounts and allowances 4000 Total operating revenue 5000 Operating costs (Notes IV, XI, XXV, and XXXI) 5900 Gross profit 5910 Realized gains from sales of associates 5950 Realized gross profit Operating expenses (Notes IV, X, XXV, and XXXI) 6100 Selling and marketing expenses 6200 General and administrative expenses 6450 Expected credit losses (gains) 6000 Total operating expenses 6900 Net operating income Non-operating income and expenses (Notes IV, VII, XIII, XXV, and XXXI) 7100 Interest income 7190 Other income |
2021 | % 100 - - 100 55 45 - 45 20 14 - 34 11 1 1 |
2020 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 13,607,432 21,270 8,905 13,577,257 7,567,572 6,009,685 29,006 6,038,691 2,731,571 1,845,053 6,626) 4,569,998 1,468,693 146,093 156,703 |
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 1,905,205 12,609 4,357,247 1,517,380 63,933 127,087 |
% | ||||||
( |
100 - - 100 55 45 1 46 19 15 - 34 12 - 1 |
(Continued on the next page)
104
(Continued from the previous page)
| (Continued from the previous page) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Code 7590 Other gains and losses 7050 Finance costs 7060 Share of profit or loss associates 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 XXVI) 8200 Net income Other comprehensive income 8310 Components that will not be reclassified to profit or loss (Notes IV, XXII, and XXVI) 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 8360 Components that may be reclassified to profit or loss (Notes IV) 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 |
2021 | % - - 2 4 15 4 11 - - - - - - - - |
2020 | |||||
| Amount 58,640 45,385 ) 235,655 551,706 2,020,399 494,168 1,526,231 - 27,020 ) 13,121 5,404 8,495) 71,528 ) 4,533) 76,061) |
Amount 124,854 57,471 ) 249,645 508,048 2,025,428 466,693 1,558,735 232,144 28,086 ) 5,194 ) 5,617 204,481 151,624 10,038 161,662 |
% | ||||||
| ( ( ( ( ( ( |
( ( ( |
1 - 2 4 16 4 12 2 - - - 2 1 - 1 |
(Continued on the next page)
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| Code 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 XXVII) 9710 Basic 9810 Diluted |
2021 | % - 11 10 1 11 10 1 11 |
2020 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount 84,556) $ 1,441,675 $ 1,391,539 134,692 $ 1,526,231 $ 1,315,711 125,964 $ 1,441,675 $ 6.19 $ 6.18 |
Amount 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 |
% | ||||||
| ( |
3 15 11 1 12 14 1 15 |
The accompanying notes are an integral part of the Consolidated Financial Statements.
Chairman: Yuan Hui-Hua General Manager: Chou Ming-Chung
Principal Accounting Officer: Lin Ya-Ling
106
Aurora Corporation and Subsidiaries Consolidated Statements of Changes in Equity For the Years Ended December 31, 2021 and 2020
(In Thousands of New Taiwan Dollars)
| Code A1 Balance as of January 1, 2020 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 Appropriation and distribution of earnings for 2020: B1 Legal reserve B5 Cash dividends of common stock C15 Cash dividends appropriated from capital surplus D1 Net income in 2021 D3 Other comprehensive income after tax in 2021 D5 Total comprehensive income in 2021 M1 Changes in capital reserve from dividends paid to subsidiaries O1 Cash dividends distributed by subsidiaries Z1 Balance as of December 31, 2021 |
Capital Stock $ 2,362,025 - - - - - - - - - - 2,362,025 - - - - - - - - $ 2,362,025 |
Capital surplus $ 1,920,710 - - ( 47,241 ) - - - 68,330 - - - 1,941,799 - - ( 70,860 ) - - - 68,330 - $ 1,939,269 |
Retained earnings | Unappropriated earnings $ 1,523,968 ( 134,244 ) ( 1,369,975 ) - 1,438,309 ( 23,390) 1,414,919 - - - 69,391 1,504,059 ( 148,431 ) ( 1,346,355 ) - 1,391,539 ( 20,889) 1,370,650 - - $ 1,379,923 |
Other equity Exchange differences on translation of financial statements of foreign operations Unrealized gains or losses on financial assets at fair value through other comprehensive income $ 758,072 ) $ 505,137 - - - - - - - - 143,439 207,584 143,439 207,584 - - - - - - - ( 69,391) 614,633 ) 643,330 - - - - - - - - 67,542) 12,603 67,542) 12,603 - - - - $ 682,175) $ 655,933 |
Other equity Exchange differences on translation of financial statements of foreign operations Unrealized gains or losses on financial assets at fair value through other comprehensive income $ 758,072 ) $ 505,137 - - - - - - - - 143,439 207,584 143,439 207,584 - - - - - - - ( 69,391) 614,633 ) 643,330 - - - - - - - - 67,542) 12,603 67,542) 12,603 - - - - $ 682,175) $ 655,933 |
Treasury shares ( $ 791,826 ) - - - - - - - - - - ( 791,826 ) - - - - - - - - ($ 791,826) |
Total Equity Attributable to Owners of the Company $ 7,211,633 - ( 1,369,975 ) ( 47,241 ) 1,438,309 327,633 1,765,942 68,330 - - - 7,628,689 - ( 1,346,355 ) ( 70,860 ) 1,391,539 ( 75,828) 1,315,711 68,330 - $ 7,595,515 |
Non-controlling Interests $ 1,162,100 - - - 120,426 38,510 158,936 6,651 6,297 ( 38,526 ) - 1,295,458 - - - 134,692 ( 8,728) 125,964 6,651 ( 96,954) $ 1,331,119 |
Total Equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of financial statements of foreign operations $ 758,072 ) - - - - 143,439 143,439 - - - - 614,633 ) - - - - 67,542) 67,542) - - $ 682,175) |
||||||||||||||
| Legal Reserve $ 1,597,471 134,244 - - - - - - - - - 1,731,715 148,431 - - - - - - - $ 1,880,146 |
Special Reserve $ 852,220 - - - - - - - - - - 852,220 - - - - - - - - $ 852,220 |
|||||||||||||
( ( |
( ( ( ( ( ( |
( ( ( ( ( |
( |
( ( ( |
( ( ( ( ( |
( ( ( |
( ( ( ( ( ( ( |
$ 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 - 1,346,355 ) 70,860 ) 1,526,231 84,556) 1,441,675 74,981 96,954) $ 8,926,634 |
The accompanying notes are an integral part of the Consolidated Financial Statements.
Chairman: Yuan Hui-Hua
General Manager: Chou Ming-Chung
Principal Accounting Officer: Lin Ya-Ling
107
Aurora Corporation and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2021 and 2020
(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 losses(or reversal) 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 accounted for using the equity method A22500 Loss on disposal of property, plant, and equipment A22700 Gain on disposal of investment property A23900 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 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 Cash flows from investing activities |
2021 $ 2,020,399 839,990 21,443 ( 6,626 ) ( 71,093 ) 45,385 ( 146,093 ) ( 235,655 ) 753 ( 13,124 ) ( 29,006 ) ( 880 ) ( 6,597 ) 143,178 4,902 ( 32,935 ) ( 442,571 ) 1,386 ( 63,886 ) ( 41,099 ) ( 416 ) 41,295 ( 483 ) ( 21,054) 2,007,213 ( 59,639 ) ( 373,647) 1,573,927 |
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 |
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| Code 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 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 B06800 Decrease 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 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 |
2021 - ( 2,425,276 ) ( 14,026,702 ) 14,098,565 ( 603,874 ) 1,737 ( 1,796 ) - ( 37,807 ) 15,664 - 9,553 145,179 236,424 ( 2,588,333) 735,192 - - ( 319,651 ) ( 210,000 ) ( 17,869 ) ( 398,767 ) ( 1,439,188 ) - ( 1,650,283) ( 85,583) ( 2,750,272 ) 5,444,125 $ 2,693,853 |
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 |
The accompanying notes are an integral part of the Consolidated Financial Statements.
Chairman: Yuan Hui-Hua General Manager: Chou Ming-Chung Principal Accounting Officer: Lin Ya-Ling
109
Aurora Corporation and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2021 and 2020
(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, 2022.
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 2022 onward
| New/Revised/Amended Standards and Interpretations “Annual Improvements to IFRSs 2018-2020 Cycle” Amendments to IFRS 3 "Reference to the Conceptual Framework" Amendments to IAS 16 "Property, Plant and Equipment - Proceeds before Intended Use" Amendments to IAS 37 "Onerous Contracts - Cost of Fulfilling a Contract" |
Effective Date of Issuance bythe IASB |
|---|---|
| January 1, 2022 (Note 1) January 1, 2022 (Note 2) January 1, 2022 (Note 3) January 1, 2022 (Note 4) |
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-
Note 1. 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 2. 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 3. 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 4. The amendments apply to contracts that will not have been completely fulfilled in the annual period beginning after January 1, 2022.
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.
- c. Standards issued by the IASB but not yet endorsed and issued into effect by the FSC
Effective Date of Issuance New/Revised/Amended Standards and Interpretations by the IASB (Note 1) Amendments to IFRS 10 and IAS 28 "Sale or Contribution To be determined 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 IFRS 17 “Initial Application of IFRS 17 January 1, 2023 and IFRS 9―Comparative Information” Amendments to IAS 1 "Classify Liabilities as Current or January 1, 2023 Non-current" Amendments to IAS 1 "Disclosure of Accounting Policies" January 1, 2023 (Note 2) Amendments to IAS 8 "Definition of Accounting January 1, 2023 (Note 3) Estimates" Amendments to IAS 12 “Deferred Tax related to Assets January 1, 2023 (Note 4) and Liabilities arising from a Single Transaction”
-
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 prospectively apply to the annual reporting periods beginning on or after January 1, 2023.
-
Note 3. 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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- Note 4. The amendment applies to transactions occurring after January 1, 2022, except for the recognition of deferred tax for all temporary differences related to leases and decommissioning obligations as of January 1, 2022.
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.
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.
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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 XII and XXXVI (Tables 6 and 7) for details, shareholding ratio, and business activities of subsidiaries.
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.
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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.
- 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
An associate is an entity over which the Group has significant influence other than a subsidiary or a joint venture.
The Group accounts for investments in associates 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. In addition, equity changes in associates 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 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 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 accounted for using the equity method and other investments accounted for using the equity method. If the amount of ownership interests in associates 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. 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.
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Profits and losses in upstream, downstream and side-stream transactions between the Group and associates and between the Group are recognized in the consolidated financial statements only when the profits and losses are irrelevant to the Group's interests in the associates.
- 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.
115
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 investments not subject to classification as measured at amortized cost or to be measured at fair value through other comprehensive income.
116
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 XXX 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 acquired or originated credit-impaired but subsequently become credit-impaired, interest income is calculated by applying the effective interest rate to the amortized cost balance of such financial assets from the next reporting period after the impairment.
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.
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- 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.
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.
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- 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 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.
- 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.
119
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 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.
120
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 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 Group has taken into consideration the recent development of the COVID-19 outbreak in Taiwan and its possible impact on the economic environment, and the management will constantly review its estimates and basic assumptions as part of its consideration of cash flow projections, growth rates, discount rates, profitability and other related significant accounting estimates. 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.
121
6. Cash and Cash Equivalents
December 31, 2021 December 31, 2020 Cash on hand and working capital $ 3,350 $ 3,355 Checks and demand deposits in banks 1,343,863 4,849,875 Cash equivalents Time deposits with original maturity date within 3 months 1,346,640 590,895 $ 2,693,853 $ 5,444,125
Interest rate ranges for time deposits with original maturity date within 3 months as of December 31, 2021 and 2020 are as follows:
RMB
December 31, 2021 December 31, 2020 1.8%~2.1% 2.025%
7. Financial Instruments at Fair Value through Profit or Loss
December 31, 2021 December 31, 2020
Financial assets - current
Mandatorily measured at fair value through profit or loss Non-derivative financial assets
- Fund beneficiary certificates $ 76,650 $ 77,420
-
a. For the years ended December 31, 2021 and 2020, net income from financial assets at fair value through profit or loss were and NT$71,093 thousand and NT$156,023 thousand, respectively.
-
b. For securities held by the Group as of December 31, 2021, please refer to Note XXXVI (Table 1).
8. Financial Assets at Amortized Cost - Current
December 31, 2021 December 31, 2020 Time deposits with original maturity over 3 months $ 4,298,602 $ 1,873,326
Interest rate ranges for time deposits with original maturity over 3 months December 31, 2021 and 2020 as of are as follows:
| and 2020 as of are as follows: | ||
|---|---|---|
| RMB | December 31,2021 2.68% ~4.18% |
December 31,2020 |
2.63%~4.18% |
For securities held by the Group as of December 31, 2021, please refer to Note XXXVI (Table 1).
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9. Other Financial Assets - Non-current
| **9. ** | Other Financial Assets- Non-current | Other Financial Assets- Non-current | ||
|---|---|---|---|---|
| **10. ** | December 31,2021 Restricted bank deposits $ 44,407 Notes Receivables, Accounts Receivables, and Other Receivables December 31,2021 Notes receivable Measured at amortized cost Total carrying amount $ 197,317 Less: loss allowance - $ 197,317 Accounts receivable Measured at amortized cost Total carrying amount $ 1,192,138 Less: loss allowance ( 24,510) $ 1,167,628 Accounts receivable-related parties Measured at amortized cost Total carrying amount $ 97,786 Less: loss allowance - $ 97,786 Other receivables Rent collected $ 65,138 Related parties 37,098 Interest receivable 586 Others 40,557 $ 143,379 Overdue receivables Overdue receivables $ 21,882 Less: loss allowance ( 21,882) $ - |
December 31,2020 | ||
| $ 60,665 December 31,2020 |
||||
Notes receivable Measured at amortized cost Total carrying amount Less: loss allowance 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 Interest receivable Others Overdue receivables Overdue receivables Less: loss allowance |
||||
( ( |
( ( |
$ 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) $ - |
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.
123
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 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, 2021
| December 31, 2021 | ||||||
|---|---|---|---|---|---|---|
Expected credit loss rate Total carrying amount Allowance for loss (expected credit losses during the period) Amortized cost December 31, 2020 Expected credit loss rate Total carrying amount Allowance for loss (expected credit losses during the period) Amortized cost |
Not Past Due 0.55% $ 988,834 ( 5,483) $ 983,351 Not Past Due 0.73% $ 971,520 ( 7,055) $ 964,465 |
1 to 90 Days Past Due 2.36% $ 134,101 ( 3,171) $ 130,930 1 to 90 Days Past Due 3.77% $ 259,620 ( 9,791) $ 249,829 |
More than 91 Days Past Due |
( ( |
Total | |
| 22.91% $ 69,203 ( 15,856) $ 53,347 More than 91 Days Past Due |
$1,192,138 24,510) $1,167,628 Total |
|||||
( |
( |
( |
10.92% $ 100,529 10,978) $ 89,551 |
$1,331,669 27,824) $1,303,845 |
December 31, 2020
Changes in loss allowances for receivables (accounts receivable and overdue receivables) are as follows:
| follows: | ||
|---|---|---|
| Beginning balance Add (Less): (Reversal of) Impairment loss in the current period Less: Write-off in the current year Exchange difference Ending balance |
2021 $ 54,151 ( 6,626 ) ( 798 ) ( 335) $ 46,392 |
2020 |
| $ 43,967 12,609 ( 3,187 ) 762 $ 54,151 |
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11. Inventories
| Inventories | |||
|---|---|---|---|
| Commodities Office automation products, office supplies, and computer equipment System furniture Raw materials Work in process Goods in Transit |
December 31,2021 $ 956,271 491,027 157,000 25,661 24,062 $ 1,654,021 |
December 31,2020 | |
| $ 821,747 474,945 125,704 24,189 17,064 $ 1,463,649 |
The costs of goods sold related to inventories for the years ended December 31, 2021 and 2020 were NT$7,373,527 thousand and NT$6,890,604 thousand, respectively. Operating costs, including inventory write-down, for the years ended December 31, 2021 and 2020 were NT$11,401 thousand and NT$14,527 thousand, respectively.
12. 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 | Main Business Activities | Functional Currency |
|---|---|---|---|---|---|---|
| December 31,2021 88.04% 91.13% 55.00% 70.00% 70.00% 26.00% 25.00% 30.00% 100.00% |
December 31,2020 |
|||||
| The Company General Integration Aurora (Bermuda) |
Aurora (Bermuda) Investment Ltd. (Aurora (Bermuda)) Aurora Office Automation Corporation (Aurora Office Automation) General Integration Technology Co., Ltd. (General Integration) KM Developing Solutions Co., Ltd. (KM Developing) Aurora Machinery Equipment (Shanghai) Co., Ltd. (Aurora Machinery Equipment) (Notes 4) Ever Young Biodimension Corporation (Ever Young Biodimension) (Note 1) Ever Young Biodimension (Note 1) Aurora Machinery Equipment (Note 4) Aurora (China) Investment Co., Ltd. (Aurora (China) Investment) |
Bermuda Taiwan Taiwan Taiwan Mainland China Taiwan Taiwan Mainland China Mainland China |
88.04% 91.13% 55.00% 70.00% 70.00% 26.00% 25.00% 30.00% 100.00% |
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. 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. The main operating risks are interest risks. Wholesale of precision instruments. The main operating risks are interest 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. 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. |
RMB NTD NTD NTD RMB NTD NTD RMB RMB |
(Continued on the next page)
125
(Continued from previous page)
| ed from | previous page) | |||||
|---|---|---|---|---|---|---|
| Name of Investor |
Name of Subsidiary | Place of Establishment |
Percentage o | f Ownership | Main Business Activities | Functional Currency |
| December 31,2021 |
December 31,2020 |
|||||
| Aurora (China) Investment Aurora (China) |
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 2) Aurora Office Automation Sales Co., Ltd. Shanghai Aurora (Shanghai) Cloud Technology Co., Ltd. (Aurora Cloud) Aurora Home Furniture Co., Ltd. (Aurora Home) Aurora (Shanghai) Electronic Commerce Co., Ltd. (Aurora Electronic Commerce) (Note 3) Aurora (Jiang Su) Enterprise Development Co., Ltd. (Aurora (Jiang Su)) (Note 2) |
Mainland China Mainland China Mainland China Mainland China Mainland China Mainland China Mainland China Mainland China |
100.00% 100.00% 66.67% 100.00% 70.00% 100.00% 70.00% 33.33% |
100.00% 100.00% 100.00% 100.00% 70.00% 100.00% 70.00% - |
Manufacturing and sales of Multi Functional Photocopiers (MFPs). 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. Manufacture and sales of office furniture.. The main operating risks are political risks and exchange rate risks arising from government orders and cross-strait movements. A holding company and property lease. 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. Sales, lease, and agency of Aurora brand products 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. Sale and consulting service of printing and office equipment and furniture and consulting service. The main operating risks are political risks and exchange rate risks arising from government orders and cross-strait movements. Manufacturing and sales of furniture. 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. E-commerce platform sales. The main operating risks are political risks and exchange rate risks arising from government orders and cross-strait movements. A holding company and property lease. 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. |
RMB RMB RMB RMB RMB RMB RMB RMB |
-
Note 1. 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 2. In June 2019, Aurora (China) Investment invested RMB200,000 thousand in establishing 100%-owned Aurora (Jiang Su). In December 2021, Aurora (China) Co., Ltd. increased the capital of Aurora (Jiang Su) by RMB100,000 thousand. As of December 2021, the paid-in capital of Aurora (Jiang Su) was RMB300,000.
-
Note 3. 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 4. 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 XXXVI (Tables 6 and 7) for information on the main business premises and countries of registration.
- b. Subsidiaries not included in the consolidated financial statements: None.
126
c. Information on subsidiaries with material non-controlling interests
| Information on subsidiaries with material non-controlling interests | Information on subsidiaries with material non-controlling interests | on-controlling interests | on-controlling interests | on-controlling interests | on-controlling interests |
|---|---|---|---|---|---|
| Percentage of Shares and Voting Rights Held byNon-controllingInterests Name of Subsidiary December 31,2021 December 31,2020 Aurora (Bermuda) and its subsidiaries 11.96% 11.96% Aurora Office Automation 8.87% 8.87% Profit or Loss Allocated to Non-controllingInterests Non-controllingInterests Name of Subsidiary 2021 2020 December 31, 2021 December 31, 2020 Aurora (Bermuda) and its subsidiaries (excluding non-controlling interests of its subsidiaries) $ 96,878 $ 98,952 $ 1,011,659 $ 982,911 Aurora Office Automation 24,945 24,826 204,353 207,155 |
Percentage of Shares and Voting Rights Held byNon-controllingInterests |
||||
| December 31,2020 | |||||
| Aurora (Bermuda) and its subsidiaries Aurora Office Automation Name of Subsidiary Aurora (Bermuda) and its subsidiaries (excluding non-controlling interests of its subsidiaries) Aurora Office Automation |
|||||
| 2021 $ 96,878 24,945 |
December 31, 2021 $ 1,011,659 204,353 |
December 31, 2020 |
|||
| $ 982,911 207,155 |
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
| Aurora (Bermuda) and its subsidiaries | ||
|---|---|---|
| Current Assets Non-current assets Current Liabilities Non-current liabilities Equity Equity attributable to: Owners of the Company Non-controlling interests of Aurora (Bermuda) Non-controlling interests of Aurora (Bermuda)'s subsidiaries |
December 31,2021 $ 8,911,543 2,221,909 ( 2,370,661 ) ( 297,098) $ 8,465,693 $ 7,447,029 1,011,659 7,005 $ 8,465,693 |
December 31,2020 |
| $ 9,221,734 1,831,853 ( 2,497,127 ) ( 333,467) $ 8,222,993 $ 7,235,407 982,911 4,675 $ 8,222,993 |
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(Continued from previous page)
| 2021 | 2020 | |||
|---|---|---|---|---|
| Operating revenue | $ | 9,236,222 | $ | 8,637,151 |
| Net income | $ | 812,383 | $ | 824,635 |
| Other comprehensive income | ( | 66,253) | 140,105 | |
| Total comprehensive income | $ | 746,130 | $ | 964,740 |
| Net Income Attributable to: | ||||
| Owners of the Company | $ | 713,142 | $ | 728,405 |
| Non-controlling interests of Aurora | ||||
| (Bermuda) | 96,878 | 98,952 | ||
| Non-controlling interests of Aurora | ||||
| (Bermuda)'s subsidiaries | 2,363 | ( | 2,722) | |
| $ | 812,383 | $ | 824,635 | |
| Total comprehensive income | ||||
| attributable to: | ||||
| Owners of the Company | $ | 654,842 | $ | 851,558 |
| Non-controlling interests of Aurora | ||||
| (Bermuda) | 88,958 | 115,682 | ||
| Non-controlling interests of Aurora | ||||
| (Bermuda)'s subsidiaries | 2,330 | ( | 2,500) | |
| $ | 746,130 | $ | 964,740 | |
| Cash flows from: | ||||
| Operating activities | $ | 949,427 | $ | 1,171,701 |
| Investing activities | ( | 2,824,764 ) | ( | 910,775 ) |
| Financing activities | ( | 806,070) | ( | 736,473) |
| Net cash flows used | ($ | 2,681,407) | ($ | 475,547) |
| Dividends paid to non-controlling | ||||
| interests | ||||
| Aurora (Bermuda) | $ | 60,210 |
$ | - |
128
Aurora Office Automation
| Aurora Office Automation | |||
|---|---|---|---|
| Current Assets Non-current assets Current Liabilities Non-current liabilities Equity Equity attributable to: Owners of the Company Non-controlling interests of Aurora Office Automation 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 inflows (outflows) Dividends paid to non-controlling interests Aurora Office Automation |
December 31,2021 $ 523,251 2,678,622 ( 318,830 ) ( 579,172) $ 2,303,871 $ 2,099,518 204,353 $ 2,303,871 2021 $ 824,968 $ 281,230 3,201 $ 284,431 $ 256,285 24,945 $ 281,230 $ 259,202 25,229 $ 284,431 $ 142,905 110,996 ( 295,099) ($ 41,198) $ 28,044 |
December 31,2020 | |
| $ 559,297 2,613,041 ( 412,168 ) ( 424,716) $ 2,335,454 $ 2,128,299 207,155 $ 2,335,454 2020 |
|||
( ( |
( |
$ 830,161 $ 279,885 226,340 $ 506,225 $ 255,059 24,826 $ 279,885 $ 461,323 44,902 $ 506,225 $ 196,501 456,537 627,189) $ 25,849 $ 28,044 |
129
13. Investments Accounted for Using the Equity Method
| a. | Investments in associates 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 31,2021 $ 1,819,165 494,848 653,893 214,064 6,850 $ 3,188,820 |
December 31,2020 | December 31,2020 |
|---|---|---|---|---|
| $ 1,771,646 496,580 642,007 233,504 13,189 $ 3,156,926 |
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 Huxen Corporation Aurora Development Corp. Huxen (China) Co., Ltd. Aurora Telecom Co., Ltd. Chongqing Gonggangzhihui Additive Manufacturing Technology Research Institute Co., Ltd. |
December 31,2021 40.26% 46.67% 30.00% 30.40% 20.00% |
December 31,2020 |
| 40.26% 46.67% 30.00% 30.40% 20.00% |
Please refer to Note XXXVI (Tables 6 and 7) 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.
130
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 31,2021 $ 2,984,665 |
December 31,2020 | |
| $ 2,996,302 |
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.
Huxen Corporation
| 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 31,2021 $ 1,252,341 4,958,409 ( 1,284,301 ) ( 700,588) $ 4,225,861 40.26% $ 1,701,332 ( 90,038 ) ( 175,371 ) 383,242 $ 1,819,165 2021 $ 1,415,003 $ 549,456 16,770 $ 566,226 $ 209,450 |
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 |
Information on individually insignificant associates is summarized below:
| The Group's share of: Net income Other comprehensive income Total comprehensive income |
2021 $ 14,444 2,989) $ 11,455 |
2020 | ||
|---|---|---|---|---|
( |
$ 20,883 21,070 $ 41,953 |
131
-
b. Share of profit or loss and other comprehensive income of associates accounted for using the equity method are as:
-
1) Share of profit (loss) of associates accounted for using the equity method:
| Huxen Corporation Aurora Development Corp. Huxen (China) Co., Ltd. Aurora Telecom Co., Ltd. Chongqing Gonggangzhihui Additive Manufacturing Technology Research Institute Co., Ltd. |
2021 Profit or Loss of Investee Investment Profit or Loss Recognized by the Group $ 549,456 $ 221,211 50,149 23,405 55,707 16,712 ( 63,946 ) ( 19,440 ) ( 31,163 ) ( 6,233) $ 235,655 |
2021 Profit or Loss of Investee Investment Profit or Loss Recognized by the Group $ 549,456 $ 221,211 50,149 23,405 55,707 16,712 ( 63,946 ) ( 19,440 ) ( 31,163 ) ( 6,233) $ 235,655 |
2020 | 2020 | 2020 |
|---|---|---|---|---|---|
| Profit or Loss of Investee $ 549,456 50,149 55,707 ( 63,946 ) ( 31,163 ) |
Profit or Loss of Investee $ 568,211 49,233 75,148 ( 74,310 ) ( 10,240 ) |
Investment Profit or Loss Recognized by the Group |
|||
( ( |
( ( |
$ 228,762 22,977 22,545 22,591 ) 2,048) $ 249,645 |
- 2) Share of other comprehensive income of associates accounted for using the equity method:
| method: | |||||
|---|---|---|---|---|---|
| Huxen Corporation Aurora Development Corp. Huxen (China) Co., Ltd. |
2021 Other Comprehensive Income of Investee Other Comprehensive Income Recognized by the Group $ 16,770 $ 6,752 3,935 1,837 ( 16,086 ) ( 4,826) $ 3,763 |
2020 | |||
| Other Comprehensive Income of Investee $ 16,770 3,935 ( 16,086 ) |
Other Comprehensive Income of Investee ( $ 13,763 ) 22,251 35,618 |
Other Comprehensive Income Recognized by the Group |
|||
( |
( |
$ 5,541 ) 10,385 10,685 $ 15,529 |
14. Property, plant, and equipment
| Property, plant, and equipment | |||
|---|---|---|---|
| For self-use Operating lease |
December 31,2021 $ 2,110,708 433,212 $ 2,543,920 |
December 31,2020 | |
| $ 1,899,174 416,567 $ 2,315,741 |
132
a. For self-use
| For self-use | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cost Balance as of January 1, 2021 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, 2021 Accumulated depreciation Balance as of January 1, 2021 Depreciation expenses Property, plant, and equipment transferred to inventories Disposal and obsolescence Conversion adjustment Balance as of December 31, 2021 Net amount as of December 31, 2021 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 |
Self-owned Land |
Housing and Construction |
Machinery | Transportation Equipment |
Office Equipment |
Construction in Process |
Total | |||||||
| $ 621,068 - - - - - - 621,068 - - - - - - $ 621,068 $ 543,199 77,869 - - - - - 621,068 - - - - - - $ 621,068 |
( ( ( ( ( ( |
$ 1,528,719 42,725 - - 4,528 ) 3,093 9,913) 1,560,096 1,047,280 77,842 - 4,528 ) 6,904) 1,113,690 $ 446,406 $ 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 |
( ( ( ( ( ( |
$ 665,201 24,879 - - 4,583 ) 8,861 4,534) 689,824 483,467 45,194 - 3,365 ) 3,381) 521,915 $ 167,909 $ 634,078 49,993 - - 28,890 ) - 10,020 665,201 452,016 46,083 - 22,183 ) 7,551 483,467 $ 181,734 |
( ( ( ( ( ( |
$ 33,248 710 - - 1,481 ) 781 248) 33,010 28,421 1,122 - 1,335 ) 210) 27,998 $ 5,012 $ 31,818 1,439 - - 553 ) - 544 33,248 27,609 901 - 550 ) 461 28,421 $ 4,827 |
( ( ( ( ( ( ( ( ( ( |
$ 546,985 30,731 20,706 9,720 ) 33,284 ) 1,664 2,816) 554,266 382,499 91,511 6,029 ) 32,721 ) 2,208) 433,052 $ 121,214 $ 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 |
( ( ( |
$ 445,620 437,245 - - - 130,676 ) 3,090) 749,099 - - - - - - $ 749,099 $ 14,531 425,990 - - - 4,564 ) 9,663 445,620 - - - - - - $ 445,620 |
( ( ( ( ( ( ( ( ( ( ( |
$ 3,840,841 536,290 20,706 9,720 ) 43,876 ) 116,277 ) 20,601) 4,207,363 1,941,667 215,669 6,029 ) 41,949 ) 12,703) 2,096,655 $ 2,110,708 $ 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 |
No indication of impairment was identified in 2021 and 2020.
Depreciation expenses are calculated on a straight-line basis according to the following durable years:
| durable years: | |
|---|---|
| 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 | 3~16 years |
| Transportation Equipment | 4~5 years |
| Office Equipment | 1~15 year(s) |
133
For the amount of property, plant, and equipment pledged as collateral, please refer to Note XXXII.
- b. Operating leases - office equipment
| XXXII. 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, 2021 to December 31,2021 $ 1,231,633 247,726 ( 74,820 ) ( 96,207 ) ( 32) 1,308,300 815,066 217,974 ( 62,278 ) ( 95,644 ) ( 30) 875,088 $ 433,212 |
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 |
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:
| future for operating leases are as follows: | |||
|---|---|---|---|
| Year 1 Year 2 Year 3 Year 4 Year 5 Over 5 years |
December 31,2021 $ 119,490 43,510 16,486 6,956 2,742 357 $ 189,541 |
December 31,2020 | |
| $ 118,426 41,963 20,926 8,301 2,534 9 $ 192,159 |
134
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
15. Lease Agreements
a. 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 |
2021 | |||
|---|---|---|---|---|
| Land and Buildings $ 1,126,086 490,220 ( 371,951 ) ( 6,319) 1,238,036 512,759 385,429 ( 317,361 ) ( 3,016) 577,811 $ 660,225 |
Transportation Equipment $ 43,167 9,964 ( 7,029 ) - 46,102 15,257 16,000 ( 6,551 ) - 24,706 $ 21,396 2020 |
Total | ||
| $ 1,169,253 500,184 ( 378,980 ) ( 6,319) 1,284,138 528,016 401,429 ( 323,912 ) ( 3,016) 602,517 $ 681,621 |
||||
| Transportation Equipment $ 26,471 25,517 ( 8,821 ) - 43,167 8,414 14,985 ( 8,142 ) - 15,257 $ 27,910 |
Total | |||
| $ 976,652 438,466 ( 260,515 ) 14,650 1,169,253 274,363 411,665 ( 165,831 ) 7,819 528,016 $ 641,237 |
135
b. Lease liabilities
| Lease liabilities | |||
|---|---|---|---|
| Carrying amount of lease liabilities Current Non-current |
December 31,2021 $ 237,755 $ 332,112 |
December 31,2020 | |
| $ 310,468 $ 346,260 |
Ranges of discount rates for lease liabilities are as follows:
| Ranges of discount rates for lease liabilities | are as follows: | |
|---|---|---|
| Land and Buildings Transportation Equipment |
December 31,2021 0.747%~5.005% 0.747%~0.862% |
December 31,2020 |
| 0.783%~5.655% 0.783%~0.862% |
- 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.
In May 2020, Aurora (Jiang Su), a subsidiary of the Group, acquired the land use right of Nantong City, Jiangsu Province for the construction of the plant. The term of use of the land is 50 years from May 2020 to May 2070 as stipulated in the contract.
- 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 XIV and XVI.
| 2021 | 2020 | |||
|---|---|---|---|---|
| Short-term lease expenses | ($ | 4,324) | ($ | 3,635) |
| Total cash flows on lease | ||||
| - Repayment of lease liabilities | ( $ | 398,767 ) | ( $ | 405,237 ) |
| - Interest expenses paid | ( | 14,512) | ( | 18,993) |
| ($ | 413,279) | ($ | 424,230) |
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.
136
16. Investment property
| 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 Reclassification Ending balance Ending net amount |
2021 | Total $ 541,962 8,249) 533,713 88,657 4,918 3,274) 90,301 $ 2,435 2,435) - $ 443,412 |
2020 | |||||
| Land Housing and Construction $ 368,549 $ 173,413 1,109) ( 7,140) 367,440 166,273 - 88,657 - 4,918 - ( 3,274) - 90,301 $ - $ 2,435 - ( 2,435) - - $ 367,440 $ 75,972 |
Land $ 369,363 814) 368,549 - - - - $ - - - $ 368,549 |
Housing and Construction $ 185,532 ( 12,119) ( 173,413 86,549 5,361 ( 3,253) ( 88,657 $ 2,435 - 2,435 $ 82,321 |
Total | |||||
( |
( ( ( |
( |
( ( |
$ 554,895 12,933) 541,962 86,549 5,361 3,253) 88,657 $ 2,435 - 2,435 $ 450,870 |
The investment property is subject to a lease term of 2 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 Year 5 |
December 31,2021 $ 19,652 16,465 13,608 13,608 4,536 $ 67,869 |
December 31,2020 $ 45,314 6,044 3,333 - - $ 54,691 |
|
| $ 45,314 6,044 3,333 - - $ 54,691 |
Lease commitments for lease periods beginning after the balance sheet date are as follows:
December 31, 2021 December 31, 2020 Lease commitments for investment properties $ 8,160 $ -
Depreciation expenses are calculated on a straight-line basis according to the following durable years:
Main buildings 30~55 years Decoration 5~10 years
137
For the amount of investment property pledged as collateral, please refer to Note XXXII.
The fair value of the investment property was assessed by the management with reference to the prevailing market information as follows:
December 31, 2021 December 31, 2020 Fair value $ 590,357 $ 611,079
17. Intangible assets
- a. Goodwill
December 31, 2021 December 31, 2020 Carrying amount Goodwill $ 132,874 $ 132,801
No indication of impairment was identified in 2021 and 2020.
- b. Other intangible assets
| Cost Beginning balance Addition Disposal and obsolescence Reclassifications Conversion adjustment Ending balance Accumulated amortization Beginning balance Amortization expenses Disposal and obsolescence Conversion adjustment Ending balance Ending net amount |
2021 | 2020 | |||||
|---|---|---|---|---|---|---|---|
| Trademark right |
Computer Software |
Total | Trademark right |
Computer Software |
Total | ||
| $ 808 - - - - 808 788 20 - - 808 $ - |
$ 101,351 37,807 ( 4,824 ) 1,863 ( 552) 135,645 57,163 21,423 ( 4,824 ) ( 331) 73,431 $ 62,214 |
$ 102,159 37,807 ( 4,824 ) 1,863 ( 552) 136,453 57,951 21,443 ( 4,824 ) ( 331) 74,239 $ 62,214 |
$ 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 |
No indication of impairment was identified in 2021 and 2020.
Amortization expenses are calculated on a straight-line basis over the following useful lives:
Trademark right 20 years Computer Software 1~10 year(s)
138
18. Other Assets
| Prepayments for goods Prepayments for premises Other prepayments Prepayments for equipment Others Current Non-current Loans a. Short-term loans Credit loans Loans for material purchase Credit loans: NTD Loans for material purchase: USD |
December 31,2021 $ 227,439 67,584 45,709 3,240 11,086 $ 355,058 $ 279,688 75,370 $ 355,058 December 31,2021 $ 3,235,000 121,812 $ 3,356,812 0.66%~1.10% 0.64%~0.89% |
December 31,2020 |
|---|---|---|
| $ 232,290 - 41,937 10,741 11,585 $ 296,553 $ 281,074 15,479 $ 296,553 December 31,2020 |
||
| $ 2,557,000 64,620 $ 2,621,620 0.69%~1.28% 0.72%~0.81% |
19. Loans
-
1) Please refer to Note XXXII for assets pledged as collateral for the above-mentioned loans.
-
2) Please refer to Note XXXIII (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 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 |
139
c. Long-term loans
| Long-term loans | |||
|---|---|---|---|
| Secured loans Bank loans (1) Unsecured loans Bank loans (2) |
December 31,2021 $ 250,000 880,000 $ 1,130,000 |
December 31,2020 | |
| $ 820,000 520,000 $ 1,340,000 |
-
1) Loans are secured by pledge of land and buildings held by the Group (see Note XXXII), with interest accruing at floating rates and the remaining maturity period of not more than 2 years as of December 31, 2021 and 2020. The rate ranges were 0.71% and 0.71%~1.00% 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, 2021 and 2020, the rate ranges were 0.71%~0.83% and 0.81%~1.00% per annum, respectively. Interest is paid on a monthly basis, and the principal is paid at maturity for subsequent borrowing.
20. 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.
21. Other Liabilities
a. Other payables
| Salaries and bonuses payable Incentives payable Business taxes payable Advertising fees payable Related parties Holiday benefits payable Others |
December 31,2021 $ 561,630 212,435 116,136 69,088 65,242 9,694 214,208 $ 1,248,433 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 531,573 163,286 135,667 109,140 65,034 9,795 206,897 $ 1,221,392 |
Other payables - related parties are monthly payments of rental collected from lessees by the Group on behalf of related parties.
- b. Other current liabilities
| the Group on behalf of related parties. Other current liabilities |
|||
|---|---|---|---|
| Temporary credits Receipts under custody |
December 31,2021 $ 86,561 8,199 $ 94,760 |
December 31,2020 | |
| $ 85,529 6,182 $ 91,711 |
140
22. 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 31,2021 $ 546,764 ( 59,345) $ 487,419 |
December 31,2020 | |
( |
( |
$ 533,948 52,495) $ 481,453 |
141
Changes in net defined benefit liabilities (assets) are as follows:
| January 1, 2021 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, 2021 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 |
Present value of defined benefit obligation $ 533,948 967 2,321 2,690 5,978 - 14,091 ( $ 6,545 ) 19,993 27,539 - ( 20,701) $ 546,764 $ 522,114 1,329 4,501 4,029 9,859 - 4,777 13,369 11,046 29,192 - ( 27,217) $ 533,948 |
Fair value of plan assets ($ 52,495) - - ( 367) ( 367) ( 519 ) - $ - - ( 519) ( 26,665 ) 20,701 ($ 59,345) ($ 36,501) - - ( 491) ( 491) ( 1,106 ) - - - ( 1,106) ( 41,614 ) 27,217 ($ 52,495) |
Net defined benefit liabilities (assets) |
Net defined benefit liabilities (assets) |
|---|---|---|---|---|
( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( |
$ 481,453 967 2,321 2,323 5,611 519 ) 14,091 $ 6,545 ) 19,993 27,020 26,665 ) - $ 487,419 $ 485,613 1,329 4,501 3,538 9,368 1,106 ) 4,777 13,369 11,046 28,086 41,614 ) - $ 481,453 |
142
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.
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 31,2021 0.625% 2.000% |
December 31,2020 |
|---|---|---|
| 0.500% 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 31,2021 ($ 13,041) $ 13,503 $ 13,083 ($ 12,702) |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| ( ( |
( ( |
$ 13,481) $ 13,980 $ 13,528 $ 13,115) |
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 31,2021 $ 27,375 9.7-10.5 年 |
December 31,2020 |
|---|---|---|
| $ 27,251 10.2-11.5 年 |
143
23. 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 |
December 31,2021 500,000 $ 5,000,000 236,202 $ 2,362,025 |
December 31,2020 | |
| 500,000 $ 5,000,000 236,202 $ 2,362,025 |
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 31,2021 $ 931,641 3,333 938 54,838 7,913 7,948 892,411 40,247 $ 1,939,269 |
December 31,2020 | |
| $ 1,002,501 3,333 938 54,838 7,913 7,948 824,081 40,247 $ 1,941,799 |
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.
144
-
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 XXV (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. 1090150022 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, 2020 and 2019 were held on July 15, 2021 and June 10, 2020, respectively; the distributions of earnings are as follows:
| Legal reserve Cash dividends |
Distribution | of Earnings 2019 $ 134,244 1,369,975 |
Dividends Per Share (NT$) |
Dividends Per Share (NT$) |
|---|---|---|---|---|
| 2020 $ 148,431 1,346,355 |
2020 $ 5.70 |
2019 | ||
| $ 5.80 |
In addition, the 2021 and 2020 Annual Shareholders' Meeting approved the distribution of cash dividends (NT$0.3 and NT$0.2 per share) from capital surplus - stock issuance premium of NT$70,860 thousand and NT$47,241 thousand, respectively.
On March 16, 2022, the Board of Directors proposed the distribution of earnings for the year ended December 31, 2021 as follows:
| year ended December 31, 2021 as follows: | ||
|---|---|---|
| Legal reserve Cash dividends |
Distribution of Earnings $ 137,065 1,228,253 |
Dividends Per Share(NT$) |
| $ 5.20 |
145
In addition, the Board of Directors meeting, held on March 16, 2022, proposed distributing cash dividends (NT$0.8 per share) from capital surplus - stock issuance premium of NT$188,962 thousand.
The distribution of earnings for the year ended December 31, 2021 is subject to the resolution in the shareholders' meeting on June 9, 2022.
- d. Special reserve arising from first-time application of IFRSs
| Special reserve | December 31,2021 $ 331,624 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 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 Group Associates accounted for using the equity method Unrealized gains (losses) on financial assets at fair value through other comprehensive income Associates accounted for using the equity method |
December 31,2021 ( $ 625,877 ) ( 56,298) (682,175) 655,933 ($ 26,242) |
December 31,2020 |
| ( $ 562,792 ) ( 51,841) (614,633) 643,330 $ 28,697 |
- 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.
146
| 2021 | 2020 | ||
|---|---|---|---|
| Beginning balance | ($ | 614,633) | ($ 758,072) |
| Incurred this year | |||
| Exchange differences on | |||
| translation of foreign | |||
| operations | ( | 63,085 ) | 133,572 |
| Share of associates accounted for | |||
| using the equity method | ( | 4,457) | 9,867 |
| Other comprehensive income | ( | 67,542) | 143,439 |
| Ending balance | ($ | 682,175) | ($ 614,633) |
- 2) Unrealized gains (losses) on financial assets at fair value through other comprehensive income
| 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 (Note) Ending balance |
2021 $ 643,330 - 12,603 12,603 - $ 655,933 |
2020 | ||
( ( |
$ 505,137 211,553 3,969) 207,584 69,391) $ 643,330 |
Note: 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.
- f. Treasury shares
| to retained earnings. Treasury shares |
|||
|---|---|---|---|
| Shares of the Company held by subsidiaries |
December31,2021 $ 791,826 |
December31,2020 | |
| $ 791,826 |
147
- 1) Information on subsidiaries holding the Company's shares on the balance sheet date is as follows:
| as follows: | |||||
|---|---|---|---|---|---|
| Aurora Office Automation Corporation Aurora Office Automation Corporation |
December 31,2021 | ||||
| The Company's Shareholding (%) 91.13 |
Number of Shares (in Thousands) 12,496 |
Amount of TreasuryShares Current Market Value $ 791,826 $ 1,122,212 December 31,2020 |
Reason | ||
| To maintain credit and shareholders' equity |
|||||
| The Company's Shareholding (%) 91.13 |
Number of Shares (in Thousands) 12,496 |
Amount of TreasuryShares $ 791,826 |
Current Market Value $ 1,110,965 |
Reason | |
| 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.
24. Revenue
- a. Breakdown of revenue from contracts with customers
| 2021 | 2020 | ||
|---|---|---|---|
| Product category | |||
| MFPs | $ 8,149,571 | $ 8,345,118 | |
| System furniture | 5,358,568 | 4,529,672 | |
| Others | 69,118 |
76,184 |
|
| $ 13,577,257 | $ 12,950,974 | ||
| Region | |||
| Asia | $ 12,300,090 | $ 11,468,330 | |
| America | 1,229,886 | 1,439,649 | |
| Europe | 46,646 | 39,484 | |
| Others | 635 |
3,511 |
|
| $ 13,577,257 | $ 12,950,974 | ||
| b. | Contract balance | ||
| December 31,2021 | January1,2020 | ||
| Contract assets | $ 83,476 | $ 19,590 | |
| Contract liabilities | $ 463,585 | $ 467,117 |
148
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, 2021 and 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, 2021 and 2020 were NT$447,869 thousand and NT$442,476 thousand, respectively.
25. Net Income
- a. Other income
| Income Other income |
||||
|---|---|---|---|---|
| Income from consultancy Subsidy income Rental income Other income |
2021 $ 56,612 42,152 22,853 35,086 $ 156,703 |
2020 | ||
| $ 56,331 21,976 31,293 17,487 $ 127,087 |
Income from consultancy represents the fees received by the Group from related parties for rendering consulting services.
- 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 Loss on disposal of property, plant, and equipment Net foreign exchange losses Others |
2021 $ 71,093 13,124 880 ( 753 ) ( 8,592 ) ( 17,112) $ 58,640 |
2020 |
|---|---|---|
| $ 156,023 8,653 204 ( 5,184 ) ( 20,592 ) ( 14,250) $ 124,854 |
149
c. Finance costs
| c. | Finance costs | ||||
|---|---|---|---|---|---|
| 2021 | 2020 | ||||
| Bank overdrafts and interest on bank | |||||
| loans | $ | 30,830 | $ | 38,444 | |
| Interest expenses - leases | 14,512 | 18,993 | |||
| Imputed interest on deposits | 43 | 34 | |||
| $ | 45,385 | $ | 57,471 | ||
| d. | Depreciation and amortization expenses | ||||
| 2021 | 2020 | ||||
| Property, plant, and equipment | $ | 433,643 | $ | 425,930 | |
| Right-of-use assets | 401,429 | 411,665 | |||
| Investment property | 4,918 | 5,361 | |||
| Intangible assets | 21,443 | 16,940 | |||
| $ | 861,433 | $ | 859,896 | ||
| Depreciation expenses by function | |||||
| Operating costs | $ | 261,970 | $ | 258,435 | |
| Operating expenses | 573,102 | 579,160 | |||
| Non-operating income and expenses | 4,918 | 5,361 | |||
| $ | 839,990 | $ | 842,956 | ||
| Amortization expenses by function | |||||
| Operating costs | $ | 1,673 |
$ | 1,944 |
|
| Operating expenses | 19,770 | 14,996 | |||
| $ | 21,443 | $ | 16,940 | ||
| e. | Employee benefits | ||||
| 2021 | 2020 | ||||
| Short-term employee benefits | $ 2,500,660 | $ 2,350,377 | |||
| Benefits after retirement (Note XXII) | |||||
| Defined contribution plans | 195,384 | 109,458 | |||
| Defined benefit plans | 5,611 | 9,368 | |||
| $ 2,701,655 | $ 2,469,203 | ||||
| By function | |||||
| Operating costs | $ | 226,117 | $ | 291,301 | |
| Operating expenses | 2,475,538 | 2,177,902 | |||
| $ 2,701,655 | $ 2,469,203 |
150
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, 2021 and 2020 was resolved by the Board of directors on March 16, 2022 and March 16, 2021:
Estimated percentage
| Estimated percentage | ||
|---|---|---|
| Employee compensation Amount Employee compensation |
2021 1% 2021 $ 16,370 |
2020 |
| 1% 2020 |
||
| $ 16,750 |
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, 2020 and 2019 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.
26. 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 |
2021 $ 439,656 14,852 454,508 39,660 $ 494,168 |
2020 | ||
|---|---|---|---|---|
( |
$ 360,940 9,415) 351,525 115,168 $ 466,693 |
151
Reconciliation between accounting income and current income tax expenses is as follows:
| 2021 | 2020 | |||
|---|---|---|---|---|
| Net income before tax | $ 2,020,399 | $ 2,025,428 | ||
| Income tax expenses calculated at the | ||||
| statutory rate ( 20%) | $ 404,080 | $ 405,085 | ||
| Unrecognized deductible temporary | ||||
| difference | 115,860 | 94,579 | ||
| Effects of different tax rates of | ||||
| subsidiaries in other jurisdictions | 51,815 | 52,562 | ||
| Fees that cannot be deducted from | ||||
| taxes | 7,557 | 21,612 | ||
| Deferred tax of subsidiary earnings | ( | 5,338 ) |
( | 14,532 ) |
| Tax-exempted income | ( | 96,129 ) |
( | 88,297 ) |
| Land value increment tax | 555 | 273 | ||
| Unrecognized loss carryforwards | 1,756 | 6,089 | ||
| Others | ( | 840 ) |
( | 1,263 ) |
| Adjustments of current income tax | ||||
| expenses in previous years | 14,852 | ( | 9,415) | |
| Income tax expense recognized in | ||||
| profit or loss | $ 494,168 | $ 466,693 |
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
| 2021 | 2020 | |||
|---|---|---|---|---|
| Deferred income tax | ||||
| Accrued this year - remeasurements | ||||
| of defined benefit plans | $ | 5,404 |
$ | 5,617 |
| Current income tax assets and liabilities | ||||
| December 31,2021 | December 31,2020 | |||
| Current income tax assets | ||||
| Tax refunds receivable | $ | 48,537 | $ | 49,332 |
| Current income tax liabilities | ||||
| Income tax payable | $ | 247,253 | $ | 194,294 |
c. Current income tax assets and liabilities
152
d. Deferred income tax assets and liabilities
Changes in deferred income tax assets and liabilities are as follows: 2021
| 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Deferred income tax assets | Beginning balance |
Recognized in profit or loss |
Recognized in other comprehensive income |
Exchange Differences |
Endingbalance | ||||
| $ 20,442 9,677 7,910 23,787 2,420 17,356 937 3,269 44,414 48,902 $ 179,114 $ 258,429 31 - $ 258,460 Beginning balance |
( $ 398 ) 751 ( 837 ) 2,310 ( 20 ) ( 4,675 ) - - 4,128 - $ 1,259 $ 40,205 105 609 $ 40,919 Recognized in profit or loss |
$ - - - - - - - - - 5,404 $ 5,404 $ - - - $ - Recognized in other comprehensive income |
$ - ( 64 ) ( 239 ) 62 - - - ( 24 ) ( 358 ) - ($ 623) $ - - - $ - Exchange Differences |
$ 20,044 10,364 6,834 26,159 2,400 12,681 937 3,245 48,184 54,306 $ 185,154 $ 298,634 136 609 $ 299,379 Endingbalance |
|||||
| 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 compensations Other financial liabilities 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 Rental stabilization 2020 Deferred income tax assets |
|||||||||
| $ 21,196 9,929 6,251 25,141 2,466 24,435 937 3,216 32,820 43,285 $ 169,676 $ 140,885 - $ 140,885 |
( $ 754 ) ( 400 ) 1,541 ( 1,658 ) ( 46 ) ( 7,079 ) - - 10,803 - $ 2,407 $ 117,544 31 $ 117,575 |
$ - - - - - - - - - 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 $ 258,429 31 $ 258,460 |
|||||
| 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 compensations Other financial liabilities 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 |
153
- e. Amount of temporary differences in unrecognized deferred income tax liabilities related to investments
As of December 31, 2021 and 2020, the taxable temporary differences related to investments in subsidiaries and associates not recognized as deferred income tax liabilities were NT$825,160 thousand and NT$807,554 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:
| assessment is as follows: | |
|---|---|
| The Company Aurora Office Automation KM Developing General Integration Ever Young Biodimension |
Year of Assessment |
| 2019 2019 2019 2019 2019 |
There were no significant differences between the assessed results and the reported results of the Group’s corporate income tax return.
27. Earnings per Share
Net income and weighted average number of common shares used for calculation of earnings per share are as follows:
| per share are as follows: | ||||
|---|---|---|---|---|
| Net income Net income attributable to the Company Number of 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 |
2021 $ 1,391,539 Unit: 2021 224,814 222 225,036 |
2020 $ 1,438,309 Thousand shares 2020 224,814 236 225,050 |
||
154
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.
28. Non-cash Transactions
The acquisition of property, plant, and equipment by the Group during the years ended December 31, 2021 and 2020 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 |
2021 $ 268,432 $ 16,233 |
2020 | ||
|---|---|---|---|---|
| $ 182,855 $ 24,198 |
29. 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.
30. 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, 2021
| Financial assets at fair value through profit or loss Fund beneficiary certificates December 31, 2020 Financial assets at fair value through profit or loss Fund beneficiary certificates |
Level 1 $ 76,650 Level 1 $ 77,420 |
Level 2 $ - Level 2 $ - |
Level 3 $ - Level 3 $ - |
Total | ||||
|---|---|---|---|---|---|---|---|---|
| $ 76,650 Total |
||||||||
| $ 77,420 |
In 2021 and 2020, there was no transfer between Level 1 and Level 2 fair value measurement.
155
c. Category of financial instruments
December 31, 2021 December 31, 2020
Financial assets
Measured at fair value through profit or loss Mandatorily measured at fair value through profit or loss $ 76,650 $ 77,420 Measured at amortized cost (Note 1) 8,795,337 9,235,468 Financial liabilities Measured at amortized cost (Note 2) 6,474,737 6,311,964
-
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), please refer to Note XXXV.
Sensitivity analysis
The Group is mainly impacted by the exchange rate fluctuations in USD.
156
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, 2021 and 2020. 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.
| foreign exchange rates. | ||
|---|---|---|
| Profit or loss | Impact of USD | |
| 2021 $ 2,774 |
2020 | |
| $ 1,203 |
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 increased in the current period due to the increase 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 liabilities Cash flow interest rate risk - Financial assets - Financial liabilities |
December 31,2021 $ 569,867 7,019,937 1,130,000 |
December 31,2020 |
|---|---|---|
| $ 976,379 7,323,772 1,340,000 |
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 2021 and 2020 would have decreased or increased by NT$14,725 thousand and NT$14,959 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.
157
c) Other price risk
The Group is exposed to equity price risk through its investments in monetary funds.
Sensitivity analysis
The sensitivity analysis below is carried out based on the exposure to equity price risk on the balance sheet date.
If the monetary fund price increased/decreased by 5%, income before tax in 2021 and 2020 would have increased/decreased by NT$3,833 thousand and NT$3,871 thousand, respectively, due to a change in the fair value of financial assets at fair value through profit or loss.
- 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 34% and 29% of the total accounts receivable as of December 31, 2021 and 2020, 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.
December 31, 2021
| December 31, 2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-derivative financial liabilities Zero-interest-bearing liabilities Lease liabilities Variable-rate instruments Instruments with fixed interest rates |
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 | |||||
0.75% 0.70% |
$ 806,886 24,794 - 1,743,845 $ 2,575,525 |
$ 768,709 48,895 - 1,528,967 $ 2,346,571 |
$ 332,483 147,317 - 84,000 $ 563,800 |
$ 77,406 236,229 1,130,000 - $ 1,443,635 |
$ 2,441 120,265 - - $ 122,706 |
158
December 31, 2020
| December 31, 2020 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-derivative financial liabilities Zero-interest-bearing liabilities Lease liabilities Variable-rate instruments Instruments with fixed interest rates |
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 | |||||
0.91% 0.75% |
$ 479,378 33,370 - 2,300,961 $ 2,813,709 |
$ 1,097,159 62,104 - 615,651 $ 1,774,914 |
$ 374,918 239,280 - 24,659 $ 638,857 |
$ 72,120 218,309 1,340,000 - $ 1,630,429 |
$ 7,118 126,795 - - $ 133,913 |
| Line of credit Unsecured banking facilities - Amount utilized - Amount not utilized Secured banking facilities - Amount utilized - Amount not utilized |
December 31,2021 $ 4,375,442 5,394,158 $ 9,769,600 $ 250,000 1,170,000 $ 1,420,000 |
December 31,2020 $ 3,533,881 5,335,665 $ 8,869,546 $ 820,000 600,000 $ 1,420,000 |
December 31,2020 $ 3,533,881 5,335,665 $ 8,869,546 $ 820,000 600,000 $ 1,420,000 |
|---|---|---|---|
| $ 3,533,881 5,335,665 $ 8,869,546 $ 820,000 600,000 $ 1,420,000 |
31. 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 Huxen (China) Co., Ltd. (Huxen (China)) Associate Aurora Leasing Corporation (Aurora Leasing) Other related party Aurora Holdings (Shanghai) Inc. (Aurora Holdings Other related party (Shanghai))
(Continued on the next page)
159
Related Party
Relationship with the Group
(Continued from previous page)
Shanghai Jiading New Partnership Rural Community Cooperative (formerly Shanghai Jianbang Asset Management Co., Ltd.)(Shanghai Jiading)
Aurora Museum
Aurora Building Management (Shanghai) Co., Ltd. (Aurora Building Management)
Y. T. Chen Sustainable Management Foundation (formerly Aurora Sustainable Management Foundation)(Y. T. Chen Foundation)
Aurora Interior Design Co., Ltd. (Aurora Interior Design)
Other related party
Other related party Other related party Other related party
Other related party
- b. Operating revenue
| Operating revenue | ||||
|---|---|---|---|---|
| Type/Name of Related Party Huxen (China) Other related party Associate Investor of significant influence |
2021 $ 1,578,776 572,070 23,334 338 $ 2,174,518 |
2020 | ||
| $ 1,755,455 584,102 21,104 245 $ 2,360,906 |
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 Other related party |
2021 $ 77,531 52,797 $ 130,328 |
2020 | ||
| $ 280,378 66,259 $ 346,637 |
Purchases from related parties are made by the Group 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 Huxen (China) Huxen Aurora Leasing Other related party Associate |
2021 $ 32,878 32,363 31,615 904 475 $ 98,235 |
2020 | ||
| $ - 32,326 32,205 12 574 $ 65,117 |
160
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 |
2021 $ 40,526 6,933 2,975 $ 50,434 |
2020 | ||
| $ 37,218 5,504 3,901 $ 46,623 |
Operating expenses represent expenses paid to related parties for advertising and marketing.
f.
- (VI) Receivables from related parties
Accounting Subject Type/Name of Related
| Accounting Subject | Type/Name of Related | ||||
|---|---|---|---|---|---|
| Accounts receivable Other receivables |
Party Aurora Leasing Associate Other related party Aurora Holdings (Shanghai) Huxen (China) Huxen Aurora Leasing Associate |
December 31,2021 | December 31,2020 $ 102,331 316 41 $ 102,688 $ - 4,157 3,593 1,667 512 $ 9,929 |
||
| $ 96,023 1,727 36 $ 97,786 $ 27,421 4,098 3,483 1,521 575 $ 37,098 |
$ 102,331 316 41 $ 102,688 $ - 4,157 3,593 1,667 512 $ 9,929 |
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, 2021 and 2020.
161
g. Payables to related parties
Accounting Subject Type/Name of Related
| Accounting Subject | Type/Name of Related | ||||
|---|---|---|---|---|---|
| Accounts payable Other payables |
Party Aurora Leasing Associate Other related party Aurora Leasing Associate Investor of significant influence |
December 31,2021 | December 31,2020 $ 1,622 253 80 $ 1,955 $ 64,955 67 12 $ 65,034 |
||
| $ 1,383 117 39 $ 1,539 $ 65,167 64 11 $ 65,242 |
$ 1,622 253 80 $ 1,955 $ 64,955 67 12 $ 65,034 |
- h. Acquisition of property, plant, and equipment
| Type/Name of Related Party Associate |
Price | Price | ||
|---|---|---|---|---|
| 2021 $ 168 |
2020 | |||
| $ 241 |
The transaction prices of the aforesaid transactions are determined according to market conditions.
- i. Disposal of property, plant, and equipment
| Disposal Type/Name of Related Party 2021 Other related party $ 37 Lease agreements Type/Name of Related Party Acquisition of right-of-use assets Aurora Holdings Associate |
Disposal | Disposal | proceeds 2020 $ - 2021 |
proceeds 2020 $ - 2021 |
proceeds 2020 $ - 2021 |
Disposalgains(losses) | Disposalgains(losses) | Disposalgains(losses) | Disposalgains(losses) | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2021 | 2020 $ - 2020 |
2020 | ||||||||
| $ | $ | - | |||||||||
| $ 30,321 28 |
$ 46,275 4,080 $ 50,355 |
||||||||||
| $ 30,349 |
- j. Lease agreements
162
| Accounting Subject Type/Name of Related Party December 31,2021 Lease liabilities Shanghai Jiading $ 160,531 Aurora Holdings 47,863 Associate 12,571 Aurora Holdings (Shanghai) - $ 220,965 December 31,2021 Interest expenses Aurora Holdings (Shanghai) $ 2,337 Shanghai Jiading 1,287 Investor of significant influence 350 Associate 150 $ 4,124 |
December 31,2021 | December 31,2020 $ 168,229 43,932 27,180 106,982 $ 346,323 December 31,2020 |
December 31,2020 $ 168,229 43,932 27,180 106,982 $ 346,323 December 31,2020 |
|---|---|---|---|
| $ 6,757 1,320 229 256 $ 8,562 |
The Group leased land and offices to related parties for the years ended December 31, 2021 and 2020, 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. Lease agreements
Operating lease
The total lease payments to be received in the future are as follows:
| Type/Name of Related Party Other related party Rental income is as follows: Type/Name of Related Party Other related party |
2021 $ 9,175 2021 $ 4,704 |
2020 | ||
|---|---|---|---|---|
| $ 4,151 2020 |
||||
| $ 4,003 |
The rental of office buildings leased by the Group to related parties is charged on a monthly basis according to general market conditions.
163
l. Others
Accounting Subject Type/Name of Related
| Refundable deposits Guarantee deposits received |
Party Aurora Holdings (Shanghai) Other related party Investor of significant influence Associate Other related party |
December 31,2021 | December 31,2021 | December 31,2020 $ 27,633 7,054 3,945 3,839 $ 42,471 $ 660 |
December 31,2020 $ 27,633 7,054 3,945 3,839 $ 42,471 $ 660 |
|---|---|---|---|---|---|
| $ 25,858 7,001 4,169 3,839 $ 40,867 $ 760 |
$ 27,633 7,054 3,945 3,839 $ 42,471 $ 660 |
- m. Remuneration to the management
| Short-term employee benefits Retirement benefits |
2021 $ 116,117 1,276 $ 117,393 |
2020 | ||
|---|---|---|---|---|
| $ 109,679 1,354 $ 111,033 |
The remuneration to directors and the management is determined by the Remuneration Committee based on personal performances and market trends.
32. Pledged Assets
The following assets of the Group have been provided for financial institutions as collateral for loans:
| loans: | |||
|---|---|---|---|
| Demand deposits (recognized in other financial assets) Investment property Property, plant, and equipment |
December 31,2021 $ 44,407 298,996 266,974 $ 610,377 |
December 31,2020 | |
| $ 60,665 300,955 271,245 $ 632,865 |
33. Significant Contingent Liabilities and Unrecognized Contract Commitments
-
a. Unused letters of credit outstanding as of December 31, 2021 amounted to US$4,226 thousand.
-
b. Guarantee notes issued by the Group to financial institutions for short-term and long-term loans as of December 31, 2021 amounted to NT$10,614,600 thousand.
-
c. Guaranteed notes issued by the Group under warranty contracts or for business needs as of December 31, 2021 amounted to NT$29,675 thousand.
164
-
d. Guaranteed notes received by the Group for business operations as of December 31, 2021 totaled NT$5,580 thousand.
-
e. Performance bonds issued by banks for the Group as of December 31, 2021 amounted to NT$21,460 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, 2021 amounted to NT$57,887 thousand.
-
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 photocopiers | 1. Exclusive |
| contract | Aurora Corporation | (Automatic extension by oneyear upon expiry) |
distribution 2. Non-compete |
|
| OEM | (1)Konica Minolta , Inc | 2019.1.1~2023.12.31 | Production and |
None |
| contract | (2)Konica Minolta Business | procurement of MFPs and PP printer~~s~~ |
||
| Solutions (China) Co., Ltd. |
in mainland China |
|||
| (3)Aurora Office Automation Sl C Ld Shhi |
||||
| aes o., t. anga | ||||
| OEM contract |
(1) Aurora Office Automation Sales Co., Ltd. Shanghai (2) Zhuhai Pantum Electronics Co., Ltd. |
2021.1.1~2022.12.31 |
Production and procurement of A4 printer |
None |
| Distribution | (1)Stratasys AP Limited |
2021.1.1~2021.12.31 | Stratasys 3D printers | Non-compete |
| contract | (2)Aurora Machinery Equipment |
|||
| (Shanghai ) Co., Ltd. | ||||
| Distribution | KONICA MINOLTA, INC |
2021.4.1~2022.03.31 | KM photocopiers and |
1. Non-compete |
| contract | Aurora Office Automation Corporation |
printers | 2. Sales in Taiwan only |
|
| Distribution | STRATASYS AP LTD. |
2021.1.1~2021.12.31 | SSYS 3D printers | 1. Exclusive |
| contract | General Integration Technology |
distribution |
||
| Co., Ltd. | 2. Non-compete 3. Sales in Taiwan only |
|||
| Distribution contract |
CREAFORM INC. General Integration Technology Co., Ltd. |
2021.6.21~2022.6.20 | 3D scanners | 1. Exclusive distribution 2. Sales in Taiwan only |
| Distribution | KONICA MINOLTA, INC |
2021.4.1~2022.03.31 | Large photocopiers |
1. Annual sales |
| contract | KM Developing Solutions Co., Ltd. | and multi-functional photocopiers |
amount limit | |
| 2 Non-comete | ||||
| . p 3. Sales in Taiwan only |
165
34. Significant Events after the Balance Sheet Date: None.
35. 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, 2021
| Foreign currencyassets Monetary items USD USD Non-monetary items Associates accounted for using the equity method RMB Foreign currencyliabilities Monetary items USD USD December 31, 2020 Foreign currencyassets Monetary items USD USD Non-monetary items Associates accounted for using the equity method RMB Foreign currencyliabilities Monetary items USD USD |
Foreign currencies $ 5,625 14 150,528 4,469 747 Foreign currencies $ 4,059 125 146,677 2,402 246 |
Exchange Rate 6.3674 (USD:RMB) 27.68 (USD:NTD) 4.344 (RMB:NTD) 27.68 (USD:NTD) 6.3674 (USD:RMB) Exchange Rate 6.5249 (USD:RMB) 28.48 (USD:NTD) 4.377 (RMB:NTD) 28.48 (USD:NTD) 6.5249 (USD:RMB) |
Carrying amount |
|---|---|---|---|
| $ 35,816 385 653,893 123,927 4,757 Carrying amount |
|||
| $ 26,487 3,557 642,007 68,535 1,605 |
166
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 XXV (II).
36. Supplementary Disclosures
-
a. Information on significant transactions:
-
1) Loans provided for others: None.
-
2) Endorsements/guarantees provided for others: None.
-
3) Securities held at end of period (excluding investments in subsidiaries and associates): Table 1.
-
4) Accumulated purchase or sale of the same securities amounting to NT$300 million or 20% of paid in capital or more: Table 2.
-
5) Acquisition of property amounting to NT$300 million or 20% of paid in capital or more: Table 3.
-
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 4.
-
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 5.
-
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 9.
37. 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.
167
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 |
2021 | 2021 | 2021 | ||||
|---|---|---|---|---|---|---|---|
| Taiwan $ 4,353,803 171,808 $ 4,525,611 $ 1,847,137 $ 14,367,922 |
Mainland China $ 9,223,454 60,818 $ 9,284,272 $ 1,028,028 $ 11,199,360 |
Offset of Intersegment Revenue and Profit or Loss $ - 232,626) $ 232,626) $ 854,766) $ 7,316,188) |
Total | ||||
( ( ( ( |
$ 13,577,257 - $ 13,577,257 $ 2,020,399 $ 18,251,094 |
| 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 |
168
Table 1
Aurora Corporation and Subsidiaries
Securities Held at End of Period December 31, 2021
(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 Bank SinoPac - large certificates of deposits Bank of China - large certificates of deposits Shanghai Bank - large certificates of deposits Nanjing Bank - large certificates of deposits Bank of China - large certificates of deposits Cathay United Bank - large certificates of deposits Industrial Bank - large certificates of deposits Minsheng Bank - large certificates of deposits Bank of China - large certificates of deposits Bank of Communications - large certificates of deposits Taishin International Bank - time deposits |
The Company The Company None None None 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 Financial Assets at Amortized Cost - Current Financial Assets at Amortized Cost - Current Financial Assets at Amortized Cost - Current |
3,290 9,206 6,353 - - - - - - - - - - - |
$ 295,478 826,734 76,650 217,967 139,124 223,698 1,935,710 223,195 144,546 725,848 222,496 315,944 139,124 10,950 |
1.39 3.90 - - - - - - - - - - - - |
$ 295,478 826,734 76,650 217,967 139,124 223,698 1,935,710 223,195 144,546 725,848 222,496 315,944 139,124 10,950 |
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, 2021. Market prices of open-end funds refer to the net asset value of the funds on the balance sheet date. 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.
169
Table 2
Aurora Corporation and Subsidiaries
Accumulated Purchase or Sale of the Same Securities Amounting to NT$300 Million or 20% of Paid-in Capital or More For the Year Ended December 31, 2021
Unit: NT$ thousand or thousand shares (unless stated otherwise)
| Company Name | Type and Name of Securities |
Ledger Account | Counterparty | Relationship | Transaction Currency |
Beginningof Period | Beginningof 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 Automation Sales Co., Ltd. Shanghai Aurora Office Equipment Co., Ltd. Shanghai Aurora (China) Co., Ltd. Aurora (Jiang Su) Enterprise Development Co., Ltd. Aurora Home Furniture Co., Ltd. Aurora (China) Investment Co., Ltd. |
Cuizhu 2W "Bubugaosheng" Structured deposits Jinxueqiu - Youyue (1M) Tian Li Kuai Xian Structured deposits "Bubugaosheng" Structured deposits Ri Ri Xin 80008 Structured deposits Structured deposits Ri Ri Ju Xin "Bubugaosheng" "Liduoduo Structured Deposits" Structured deposits Ri Ri Xin 80008 Structured deposits Structured deposits Ri Ri Ju Xin Structured deposits Ri Ri Xin 80008 Guizhu profit increase single month 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 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 |
China Minsheng Bank Shanghai Pudong Development Bank Industrial Bank Industrial Bank Industrial Bank Bank of China Shanghai Pudong Development Bank Shanghai Pudong Development Bank China Merchants Bank Bank of China Bank of Nanjing Bank of Nanjing Shanghai Pudong Development Bank Shanghai Pudong Development Bank Bank Sinopac China Merchants Bank Bank of China Bank of Nanjing Bank of Nanjing China Merchants Bank China Merchants Bank China Minsheng Bank Bank of China |
None None None None None None None None None None 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 RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB |
- - - - - - - - - - - - - - - - - - - - - - - |
$ - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - |
$ - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - |
$ 162,000 65,000 140,000 108,000 219,000 100,000 35,000 50,000 120,000 50,000 210,000 344,000 40,000 310,000 180,000 60,000 100,000 86,000 258,000 40,000 85,000 40,000 50,000 |
- - - - - - - - - - - - - - - - - - - - - - - |
$ 162,186 65,266 141,008 108,305 219,700 100,337 35,194 50,346 120,629 50,168 210,449 345,253 40,154 312,468 180,985 60,350 100,337 86,283 259,502 40,114 85,587 40,414 50,168 |
$ 162,000 65,000 140,000 108,000 219,000 100,000 35,000 50,000 120,000 50,000 210,000 344,000 40,000 310,000 180,000 60,000 100,000 86,000 258,000 40,000 85,000 40,000 50,000 |
$ 186 266 1,008 305 700 337 194 346 629 168 449 1,253 154 2,468 985 350 337 283 1,502 114 587 414 168 |
- - - - - - - - - - - - - - - - - - - - - - - |
$ - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - |
$ - - - - - - - - - - - - - - - - - - - - - - - |
170
Table 3
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, 2021
(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 |
Information on Prior Transaction If the Is Related |
Information 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 |
2021 | $ 326,160(RMB) |
Payments by Progress |
Shanghai Construction Design Research Institute Co., Ltd. and Nantong High-tech Industrial Developmen t Zone Managemen t Committee |
None |
- | - | - | $ - | N/A | Building a smart factory for furniture; Under construction |
None |
171
Table 4
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, 2021
(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 Leasing Corporation Aurora (China) Co., Ltd. Aurora Leasing Corporation Huxen (China) Co., Ltd. |
Huxen's subsidiary (associate) The Company's subsidiary Huxen's subsidiary (associate) Huxen's subsidiary (associate) |
Sales Sales Sales Sales |
( $ 356,907 ) ( 169,265 ) ( 206,181 ) ( 1,578,776 ) |
( 11% ) ( 5% ) ( 25% ) ( 46% ) |
Due within 60 days Due within 60 days Due within 60 days Due within 120 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 |
Due within 60 days Due within 60 days Due within 60 days Due within 120 days |
$ 56,599 10,189 39,424 - |
20% 4% 33% - |
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).
172
Table 5
Aurora Corporation and Subsidiaries
Intercompany Relationships and Significant Intercompany Transactions For the Year Ended December 31, 2021
(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 1 |
Aurora Corporation Aurora Office Automation |
Aurora Office Automation Aurora Office Equipment Co., Ltd. Shanghai Aurora (China) Aurora Office Automation Sales Co., Ltd. General Integration KM Developing Aurora Home General Integration KM Developing |
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 3 3 3 3 |
Sales revenue Other income Purchase of goods Depreciation - leases Operating expenses Interest expenses Accounts receivable Other receivables Accounts payable Expenses payable Purchase of goods Goods in Transit Sales revenue Purchase of goods Accounts receivable Sales revenue Sales revenue Operating expenses Purchase of goods Accounts receivable Other receivables Accounts payable Sales revenue Rental income Other receivables Purchase of goods Operating expenses Purchase of goods Accounts payable Sales revenue Other income |
$ 14,830 21,276 7 3,808 844 44 346 2,299 3 73 34,603 2,762 169,265 21,489 10,189 1,003 680 4 194 1 53 17 1,619 72 105 2,858 61 11 7 5,084 8 |
------------------------------- |
- - - - - - - - - - - - 1 - - - - - - - - - - - - - - - - - - |
(Continued on the next page)
173
(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 (%) (Note5) |
||||
| 2 3 4 5 6 |
General Integration Aurora (China) Aurora Office Automation Sales Co., Ltd. Aurora Home Furniture Co., Ltd. Aurora Office Equipment Co., Ltd. Shanghai |
Ever Young Biodimension Aurora Machinery Equipment Aurora Home Furniture Co., Ltd. Aurora Cloud Aurora Office Equipment Co., Ltd. Shanghai Aurora (Shanghai) Electronic Commerce Co., Ltd. Aurora Machinery Equipment Aurora Cloud Aurora Office Equipment Co., Ltd. Shanghai Aurora (Shanghai) Electronic Commerce Co., Ltd. Aurora Cloud Aurora (Shanghai) Electronic Commerce Co., Ltd. Aurora Home Furniture Co., Ltd. |
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 |
Purchase of goods Accounts receivable Sales revenue Accounts receivable Sales revenue Sales revenue Purchase of goods Accounts receivable Accounts payable Sales revenue Operating expenses Other income Accounts payable Purchase of goods Operating expenses Other income Accounts payable Sales revenue Accounts receivable Sales revenue Other income Purchase of goods Operating expenses Other receivables Other income Purchase of goods Operating expenses Other payables Operating expenses Accounts payable Sales revenue Operating expenses Sales revenue Sales revenue Other income |
$ 3,546 592 2,029 17 1,540 2,881 526,155 313 83,550 129 6,393 595 2 82,414 23,950 689 4,023 3,819 1,494 1,467 6,567 340 332 1,420 1,465 3,827 16,700 9,817 2,460 320 349 16 182 897 19,877 |
----------------------------------- |
- - - - - - 4 - 1 - - - - 1 - - - - - - - - - - - - - - - - - - - - - |
(Continued on the next page)
174
(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) |
||||
| Aurora Cloud | 3 3 3 3 3 |
Purchase of goods Accounts receivable Other receivables Purchase of goods Operatingexpenses |
$ 42 8 643 4,686 517 |
----- |
- - - - - |
-
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.
175
Table 6
Aurora Corporation and Subsidiaries
Information on Investee Companies For the Year Ended December 31, 2021 (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 |
Sharehol ding (%) |
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 |
$ 7,305,999 1,035,862 137,361 109,052 4,314 1,444,402 494,848 214,064 539,952 4,151 |
$ 810,020 281,230 14,946 34,864 115 549,456 50,149 ( 63,946 ) 549,456 115 |
$ 743,776 186,769 8,306 24,405 30 178,738 23,405 ( 19,440 ) 42,473 29 |
$ - - - - - - - - - - |
$ 443,220 287,972 - 20,300 - 169,238 26,973 - 40,212 - |
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 |
176
Table 7
Aurora Corporation and Subsidiaries
Information on Investments in Mainland China For the Year Ended December 31, 2021
Unit: NT$ thousand, US$ thousand, and RMB thousand unless specified otherwise
| Investee Company | Main Business Activities | Paid-in Capital |
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 |
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 (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 ( RMB$ 10,000 ) 1,922,054 ( RMB$ 400,000 ) 114,700 ( RMB$ 25,000 ) 243,020 ( RMB$ 50,000 ) 112,549 ( RMB$ 25,000 ) 1,322,900 ( RMB$ 300,000 ) 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 (3) 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 |
$ 812,850 ( 7,474 ) 814,564 341,318 8,711 55,707 ( 31,163 ) 29,092 ( 8,273 ) 217 ( 833 ) |
88.04 88.04 88.04 88.04 61.63 27.34 17.61 88.04 86.50 88.04 61.63 |
$ 715,633 Note 2 (2) ( 6,580 ) Note 2 (2) 717,142 Note 2 (2) 300,496 Note 2 (2) 5,368 Note 2 (2) 16,712 Note 2 (2) ( 6,233 ) Note 2 (2) 25,613 Note 2 (2) ( 5,791 ) Note 2 (2) 191 Note 2 (2) ( 513 ) Note 2 (2) |
$ 8,548,101 1,134,727 6,159,019 2,001,216 7,024 653,893 6,850 257,977 34,970 1,320,719 9,318 |
$ 2,408 37,879 297,776 84,531 - - - 16,173 - 4,453 - |
|
| 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) |
$5,355,980 |
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.
177
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, 2021 was NT$8,926,634 thousand. In accordance with the "Directions Governing the Examination of Investment or Technical Cooperation in Mainland China," the cap amount should be NT$5,355,980 thousand (NT$8,926,634 thousand x 60%).
178
Table 8
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, 2021
(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 |
The Company's sub-subsidiary |
Sales | ( $ 1,578,776 ) | According to market conditions |
Due within 120 days |
No material difference |
$ - | - |
$ - |
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).
179
Table 9
Aurora Corporation
Information on Major Shareholders December 31, 2021
| Name of Major Shareholders | Shareholding | Shareholding |
|---|---|---|
| Shares | Percentage of Ownership (%) |
|
| Aurora Holdings Incorporated Chen Yung-Tai Aurora Leasing Corporation Aurora Office Automation Corporation NishengInvestment Co.,Ltd. |
101,856,312 21,269,000 20,791,276 12,496,797 11,934,000 |
43.12 9.00 8.80 5.29 5.05 |
-
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.
180
- e. Parent Company Only Financial Statements for the Most Recent Fiscal Year, Audited by CPAs
Independent Auditors' Report
To Aurora Corporation:
Opinions
Aurora Corporation's Parent Company Only Balance Sheets as of December 31, 2021 and 2020, 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, 2021 and 2020, 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, 2021 and 2020, as well as the parent company only financial performance and parent company only cash flows from January 1 to December 31, 2021 and 2020.
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, 2021. 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, 2021 are stated as follows:
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 mainland China increased significantly in 2021 as compared to that in 2020; 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.
181
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.
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.
182
-
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.
-
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, 2021. 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 Approval No. Jin-Guan-Zheng-Shen No. 1060023872
Securities and Futures Commission Approval No. Tai-Cai-Zheng-6 No. 0920123784
March 16, 2022
183
Aurora Corporation Parent Company Only Balance Sheets For the Years Ended December 31, 2021 and 2020 (In Thousands of New Taiwan Dollars)
| 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 ,VII and XX) Accounts receivable (Notes IV ,VII and XX) Accounts receivable - related parties (Notes IV, VII,XX and XXVII) Other receivables (Notes XLVII 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 31,2021 Amount % $ 167,091 1 74,211 1 134,406 1 67,966 - 66,985 - 634,381 5 77,620 1 1,222,660 9 10,780,872 82 776,296 6 156,847 1 71,018 1 38,147 - 10,560 - 81,158 1 47,979 - 11,962,877 91 $ 13,185,537 100 $ 3,125,822 24 - - 179,273 1 341,786 2 265,792 2 93,739 1 78,661 1 63,044 - 4,148,117 31 650,000 5 298,724 2 79,269 1 412,894 3 1,018 - 1,441,905 11 5,590,022 42 2,362,025 18 1,939,269 15 1,880,146 14 852,220 6 1,379,923 11 4,112,289 31 26,242) - 791,826) ( 6) 7,595,515 58 $ 13,185,537 100 |
December 31,2021 Amount % $ 167,091 1 74,211 1 134,406 1 67,966 - 66,985 - 634,381 5 77,620 1 1,222,660 9 10,780,872 82 776,296 6 156,847 1 71,018 1 38,147 - 10,560 - 81,158 1 47,979 - 11,962,877 91 $ 13,185,537 100 $ 3,125,822 24 - - 179,273 1 341,786 2 265,792 2 93,739 1 78,661 1 63,044 - 4,148,117 31 650,000 5 298,724 2 79,269 1 412,894 3 1,018 - 1,441,905 11 5,590,022 42 2,362,025 18 1,939,269 15 1,880,146 14 852,220 6 1,379,923 11 4,112,289 31 26,242) - 791,826) ( 6) 7,595,515 58 $ 13,185,537 100 |
December 31,2020 | December 31,2020 | December 31,2020 | ||
|---|---|---|---|---|---|---|---|---|
| Amount $ 167,091 74,211 134,406 67,966 66,985 634,381 77,620 1,222,660 10,780,872 776,296 156,847 71,018 38,147 10,560 81,158 47,979 11,962,877 $ 13,185,537 $ 3,125,822 - 179,273 341,786 265,792 93,739 78,661 63,044 4,148,117 650,000 298,724 79,269 412,894 1,018 1,441,905 5,590,022 2,362,025 1,939,269 1,880,146 852,220 1,379,923 4,112,289 26,242) 791,826) 7,595,515 $ 13,185,537 |
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 |
% | ||||||
( ( |
( |
( |
( |
1 1 1 1 - 4 - 8 82 6 1 1 - - 1 1 92 100 18 2 1 3 2 - 1 - 27 8 2 1 3 - 14 41 18 15 13 7 12 32 - 6) 59 100 |
The accompanying notes are an integral part of the Parent Company Only Financial Statements.
Chairman: Yuan Hui-Hua
General Manager: Chou Ming-Chung
Principal Accounting Officer: Lin Ya-Ling
184
Aurora Corporation
Parent Company Only Statement of Comprehensive Income For the Years Ended December 31, 2021 and 2020
(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 VIII, 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 (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 or loss of subsidiaries and associates accounted for using the equity method 7000 Total non-operating income and expenses |
2021 | %101 ( 1 ) - 100 55 45 ( 2 ) 2 45 20 12 - 32 13 - 2 - ( 1 ) 35 36 |
2020 | |||
|---|---|---|---|---|---|---|
| Amount $ 3,307,517 13,753 ) 8,635) 3,285,129 1,798,923 1,486,206 61,580 ) 63,900 1,488,526 677,783 393,309 1,546 1,072,638 415,888 134 86,929 1,689 ) 26,023 ) 1,140,198 1,199,549 |
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 |
% |
||||
( ( ( ( ( |
( ( ( ( ( |
101 ( 1 ) - 100 53 47 ( 2 ) 2 47 21 13 - 34 13 - 3 - ( 1 ) 37 39 |
(Continued on the next page)
185
(Continued from the previous page)
| Code 7900 Net income before tax 7950 Tax expenses (Notes IV and XXII) 8200 Net income Other comprehensive income (Notes IV, IX, 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 subsidiaries and 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 subsidiaries and 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 |
2021 | ||
|---|---|---|---|
| Amount 1,615,437 223,898) 1,391,539 21,375 ) 3,789 ) 4,275 20,889) 58,615 ) 3,676 54,939) 75,828) $ 1,315,711 $ 6.19 $ 6.18 |
|||
| ( ( ( ( ( ( ( |
The accompanying notes are an integral part of the Parent Company Only Financial Statements. Chairman: Yuan Hui-Hua General Manager: Chou Ming-Chung Principal Accounting Officer: Lin Ya-Ling
186
Aurora Corporation
Parent Company Only Statements of Changes in Equity For the Years Ended December 31, 2021 and 2020
(In Thousands of New Taiwan Dollars)
| Code A1 Balance as of January 1, 2020 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 Appropriation and distribution of earnings for 2020 B1 Legal reserve B5 Cash dividends of common stock C15 Cash dividends appropriated from capital surplus D1 Net income in 2021 D3 Other comprehensive income after tax in 2021 D5 Total comprehensive income in 2021 M1 Changes in capital reserve from dividends paid to subsidiaries Z1 Balance as of December 31, 2021 |
Capital Stock $ 2,362,025 - - - - - - - - 2,362,025 - - - - - - - $ 2,362,025 |
Capital surplus $ 1,920,710 - - ( 47,241 ) - - - 68,330 - 1,941,799 - - ( 70,860 ) - - - 68,330 $ 1,939,269 |
Retained earnings | Unappropriated earnings $ 1,523,968 ( 134,244 ) ( 1,369,975 ) - 1,438,309 ( 23,390) 1,414,919 - 69,391 1,504,059 ( 148,431 ) ( 1,346,355 ) - 1,391,539 ( 20,889) 1,370,650 - $ 1,379,923 |
Other equity Exchange differences on translation of financial statements of foreign operations Unrealized gains or losses on financial assets at fair value through other comprehensive income ( $ 758,072 ) $ 505,137 - - - - - - - - 143,439 207,584 143,439 207,584 - - - ( 69,391) ( 614,633 ) 643,330 - - - - - - - - ( 67,542) 12,603 ( 67,542) 12,603 - - ($ 682,175) $ 655,933 |
Other equity Exchange differences on translation of financial statements of foreign operations Unrealized gains or losses on financial assets at fair value through other comprehensive income ( $ 758,072 ) $ 505,137 - - - - - - - - 143,439 207,584 143,439 207,584 - - - ( 69,391) ( 614,633 ) 643,330 - - - - - - - - ( 67,542) 12,603 ( 67,542) 12,603 - - ($ 682,175) $ 655,933 |
Treasury shares ( $ 791,826 ) - - - - - - - - ( 791,826 ) - - - - - - - ($ 791,826) |
Total Equity | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of financial statements of foreign operations ( $ 758,072 ) - - - - 143,439 143,439 - - ( 614,633 ) - - - - ( 67,542) ( 67,542) - ($ 682,175) |
|||||||||||
| Legal Reserve $ 1,597,471 134,244 - - - - - - - 1,731,715 148,431 - - - - - - $ 1,880,146 |
Special Reserve $ 852,220 - - - - - - - - 852,220 - - - - - - - $ 852,220 |
||||||||||
( |
$ 7,211,633 - ( 1,369,975 ) ( 47,241 ) 1,438,309 327,633 1,765,942 68,330 - 7,628,689 - ( 1,346,355 ) ( 70,860 ) 1,391,539 ( 75,828) 1,315,711 68,330 $ 7,595,515 |
The accompanying notes are an integral part of the Parent Company Only Financial Statements.
Chairman: Yuan Hui-Hua
General Manager: Chou Ming-Chung
Principal Accounting Officer: Lin Ya-Ling
187
Aurora Corporation
Parent Company Only Statements of Cash Flows For the Years Ended December 31, 2021 and 2020
(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 A20900 Finance costs A21200 Interest income A22500 Loss on disposal of property, plant, and equipment A22300 Share of profit or loss of subsidiaries and associates accounted for using the equity method 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 Cash flows from investing activities B02700 Acquisition of property, plant, and equipment |
2021 $ 1,615,437 247,177 6,507 1,546 26,023 ( 134 ) 323 ( 1,140,198 ) 61,580 ( 63,900 ) ( 601 ) 8,837 18,063 4,526 ( 2,502 ) ( 251,707 ) ( 33,596 ) 41,997 9,146 ( 4,102 ) 14,095 ( 18,482) 540,035 134 ( 25,826 ) ( 130,152) 384,191 ( 11,583 ) |
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 ( 17,135 ) |
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| Code 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 C01700 Repayments of long-term loans 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 |
2021 58 ( 7,681 ) ( 6,599 ) 947,704 921,899 842,170 - ( 299,655 ) ( 350,000 ) 140 ( 1,417,215 ) ( 87,448) ( 1,312,008) ( 5,918 ) 173,009 $ 167,091 |
2020 |
|---|---|---|
| 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 |
The accompanying notes are an integral part of the Parent Company Only Financial Statements.
Chairman: Yuan Hui-Hua
General Manager: Chou Ming-Chung
Principal Accounting Officer: Lin Ya-Ling
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Aurora Corporation
Notes to Parent Company Only Financial Statements
For the Years Ended December 31, 2021 and 2020
(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, 2022.
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 2022 onward
| New/Revised/Amended Standards and Interpretations Annual Improvements to IFRSs 2018-2020 Cycle Amendments to IFRS 3 "Reference to the Conceptual Framework" Amendments to IAS 16 "Property, Plant and Equipment: Proceeds before Intended Use" Amendments to IAS 37 "Onerous Contracts - Cost of Fulfilling a Contract" |
Effective Date of Issuance bythe IASB |
|---|---|
| January 1, 2022 (Note 1) January 1, 2022 (Note 2) January 1, 2022 (Note 3) January 1, 2022 (Note 4) |
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Note 1. 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.
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Note 2. 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 3. 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.
Note 4. The amendments apply to contracts that will not have been completely fulfilled in the annual period beginning after January 1, 2022. 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.
- c. Standards issued by the IASB but not yet endorsed and issued into effect by the FSC
| New/Revised/Amended Standards and Interpretations 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 IFRS 17 “Initial Application of IFRS 17 and IFRS 9—Comparative Information” Amendments to IAS 1 "Classify Liabilities as Current or Non-current" Amendments to IAS 1 "Disclosure of Accounting Policies" Amendments to IAS 8 "Definition of Accounting Estimates" Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction” |
Effective Date of Issuance by the IASB(Note 1) |
|---|---|
| To be determined January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 (Note 2) January 1, 2023 (Note 3) January 1, 2023 (Note 4) |
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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.
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Note 2. The amendments prospectively apply to the annual reporting periods beginning on or after January 1, 2023.
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Note 3. 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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- Note 4. The amendment applies to transactions occurring after January 1, 2022, except for the recognition of deferred tax for all temporary differences related to leases and decommissioning obligations as of January 1, 2022.
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 and associates. 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 and associates accounted for using the equity method", "share of other comprehensive income of subsidiary and associates 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;
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2) Assets expected to be realized within 12 months after the balance sheet date; and
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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:
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1) Liabilities held primarily for trading purposes;
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2) Liabilities with settlement within 12 months after the balance sheet date; and
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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.
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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 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.
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- g. Investments in associates
An associate is an entity over which the Company has significant influence other than a subsidiary or a joint venture.
The Company accounts for investments in associates 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. In addition, equity changes in associates 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 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 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 accounted for using the equity method and other investments accounted for using the equity method. If the amount of ownership interests in associates 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. 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.
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.
- i. Investment properties
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.
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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.
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k. Intangible assets
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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 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
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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:
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i. Financial assets are under a business model whose purpose is to hold financial assets and collecting contractual cash flows; and
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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:
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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.
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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.
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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 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.
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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.
- 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 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.
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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 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.
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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 has taken into consideration the recent development of the COVID-19 outbreak in Taiwan and its possible impact on the economic environment, and the management will constantly review its estimates and basic assumptions as part of its consideration of cash flow projections, growth rates, discount rates, profitability and other related significant accounting estimates. 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 on hand and working capital Checks and demand deposits in banks Notes Receivable and Accounts Receivable Notes receivable Measured at amortized cost Total carrying amount Less: loss allowance Accounts receivable Measured at amortized cost Total carrying amount Less: loss allowance (Continued on the next page) |
December 31,2021 $ 2,285 164,806 $ 167,091 December 31,2021 $ 74,211 - $ 74,211 $ 137,452 ( 3,046) $ 134,406 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 2,320 170,689 $ 173,009 December 31,2020 |
|||
( |
( |
$ 83,048 - $ 83,048 $ 155,531 1,516) $ 154,015 |
7. Notes Receivable and Accounts Receivable
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December 31, 2021 December 31, 2020
(Continued from previous page)
| Accounts receivable-related parties Measured at amortized cost Total carrying amount Less: loss allowance Overdue receivables Overdue receivables Less: loss allowance ( |
$ 67,966 - $ 67,966 $ 2,705 2,705) ( $ - |
$ 72,492 - $ 72,492 $ 2,995 2,995) $ - |
|---|---|---|
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.
Loss allowances for accounts receivable based on the provision matrix are as follows:
December 31, 2021
| December 31, 2021 | |||||
|---|---|---|---|---|---|
Expected credit loss rate Total carrying amount Allowance for loss (expected credit losses during the period) Amortized cost |
Not Past Due 0.24% $ 134,399 ( 317) $ 134,082 |
1 to 90 Days Past Due 78.75% $ 1,525 ( 1,201) $ 324 |
More than 91 Days Past Due 100% $ 1,528 ( 1,528) $ - |
Total | |
( |
( |
( |
( |
$ 137,452 3,046) $ 134,406 |
201
December 31, 2020
Expected credit loss rate Total carrying amount Allowance for loss (expected credit losses during the period) Amortized cost |
Not Past Due 0.15% $ 153,221 ( 230) $ 152,991 |
1 to 90 Days Past Due 55.51% $ 2,302 ( 1,278) $ 1,024 |
More than 91 Days Past Due 100% $ 8 ( 8) $ - |
Total | |
|---|---|---|---|---|---|
( |
( |
( |
( |
$ 155,531 1,516) $ 154,015 |
Changes in loss allowances for receivables (accounts receivable and overdue receivables) are as follows:
| follows: | ||||
|---|---|---|---|---|
| Beginning balance Add: Impairment loss in the current period Less: Write-off in the current year Ending balance |
2021 $ 4,511 1,546 306) $ 5,751 |
2020 | ||
( |
( |
$ 4,723 12 224) $ 4,511 |
8. Inventories
| Commodities Office automation products, office supplies, and computer equipment System furniture Raw materials Work in process Goods in Transit |
December 31,2021 $ 279,263 310,275 23,723 6,538 14,582 $ 634,381 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 244,376 227,092 16,301 7,824 7,953 $ 503,546 |
The costs of goods sold related to inventories for the years ended December 31, 2021 and 2020 were NT$1,666,178 thousand (including NT$8,955 thousand of inventory falling price loss) and NT$1,556,713 thousand (including NT$1,206 thousand of inventory falling price loss), respectively.
9. Investments Accounted for Using the Equity Method
| Investments in subsidiaries Investments in associates |
December 31,2021 $ 8,627,558 2,153,314 $ 10,780,872 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 8,419,245 2,157,211 $ 10,576,456 |
a. Investments in subsidiaries
202
(Continued on the next page)
(Continued from previous page)
| 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 |
December 31,2021 $ 7,305,999 1,035,862 137,361 109,052 34,970 4,314 $ 8,627,558 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 7,063,743 1,076,067 129,128 104,947 41,076 4,284 $ 8,419,245 |
The percentage of ownership, equities, and voting rights of the Company in subsidiaries as of the balance sheet date are as follows:
| of the balance sheet date are as follows: | ||
|---|---|---|
| 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 |
December 31,2021 88.04% 91.13% 55.00% 70.00% 70.00% 26.00% |
December 31,2020 |
| 88.04% 91.13% 55.00% 70.00% 70.00% 26.00% |
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.
203
204
b. Investments in associates
December 31, 2021
December 31, 2020
| Significant associates Listed companies Huxen Corporation Individually insignificant associates Unlisted companies Aurora Development Corp. Aurora Telecom Co., Ltd. |
$ 1,444,402 494,848 214,064 $ 2,153,314 |
$ 1,427,127 496,580 233,504 $ 2,157,211 |
|---|---|---|
The percentage of ownership, equities, and voting rights of the Company in associates on the balance sheet date are as follows:
| the balance sheet date are as follows: | ||
|---|---|---|
| Name of Company Huxen Corporation Aurora Development Corp. Aurora Telecom Co., Ltd. |
December 31,2021 32.53% 46.67% 30.40% |
December 31,2020 |
| 32.53% 46.67% 30.40% |
Please refer to Note XXXIII (Table 5) 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 31,2021 $ 2,411,643 |
December 31,2020 | |
| $ 2,421,045 |
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.
205
Huxen Corporation
| Huxen Corporation | |||
|---|---|---|---|
| December 31,2021 December 31,2020 Current Assets $ 1,252,341 $ 1,232,685 Non-current assets 4,958,409 4,880,103 Current Liabilities ( 1,284,301 ) ( 1,213,982 ) Non-current liabilities ( 700,588) ( 718,985) Equity $ 4,225,861 $ 4,179,821 The Company's shareholding ratio 32.53% 32.53% December 31,2021 December 31,2020 Interests of the Company $ 1,374,673 $ 1,359,695 Unrealized gains (losses) on transactions with investees ( 90,038 ) ( 92,357 ) Goodwill 159,767 159,789 Investment carrying amount $ 1,444,402 $ 1,427,127 2021 2020 Operating revenue $ 1,415,003 $ 1,409,767 Net income $ 549,456 $ 568,211 Other comprehensive income 16,770 ( 13,763) Total comprehensive income $ 566,226 $ 554,448 Dividends received from the associate $ 169,238 $ 178,640 Information on individually insignificant associates is summarized below: 2021 2020 The Company's share of: Net income $ 3,965 $ 386 Other comprehensive income 1,837 10,385 Total comprehensive income $ 5,802 $ 10,771 |
December 31,2020 | ||
| $ 1,232,685 4,880,103 ( 1,213,982 ) ( 718,985) $ 4,179,821 32.53% December 31,2020 |
|||
| $ 1,359,695 ( 92,357 ) 159,789 $ 1,427,127 2020 |
|||
| $ 1,409,767 $ 568,211 13,763) $ 554,448 $ 178,640 2020 |
|||
| $ 386 10,385 $ 10,771 |
-
c. Share of profit or loss and other comprehensive income of subsidiaries and associates accounted for using the equity method are as follows:
-
1) Share of profit (loss) of subsidiaries and associates accounted for using the equity method:
206
| 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. |
2021 Profit or Loss of Investee Investment Profit or Loss Recognized by the Company $ 810,020 $ 743,776 281,230 186,769 14,946 8,306 34,864 24,405 ( 8,273 ) ( 5,791 ) 115 30 549,456 178,738 50,149 23,405 ( 63,946 ) ( 19,440) $ 1,140,198 |
2021 Profit or Loss of Investee Investment Profit or Loss Recognized by the Company $ 810,020 $ 743,776 281,230 186,769 14,946 8,306 34,864 24,405 ( 8,273 ) ( 5,791 ) 115 30 549,456 178,738 50,149 23,405 ( 63,946 ) ( 19,440) $ 1,140,198 |
2020 | 2020 | 2020 |
|---|---|---|---|---|---|
| Profit or Loss of Investee $ 810,020 281,230 14,946 34,864 ( 8,273 ) 115 549,456 50,149 ( 63,946 ) |
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 |
|||
( ( |
( ( ( ( |
$ 803,422 187,333 388 ) 22,521 16,603 ) 1,766 ) 184,839 22,977 22,591) $ 1,179,744 |
- 2) Share of other comprehensive income of subsidiaries and associates accounted for using the equity method:
| 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. |
2021 Other Comprehensive Income of Investee Other Comprehensive Income Recognized by the Company ( $ 66,220 ) ( $ 58,300 ) 3,201 ( 7,332 ) ( 135 ) ( 73 ) ( 450 ) ( 315 ) 16,770 5,455 3,935 1,837 ($ 58,728) |
2020 | |||
| Other Comprehensive Income of Investee ( $ 66,220 ) 3,201 ( 135 ) ( 450 ) 16,770 3,935 |
Other Comprehensive Income of Investee $ 139,883 226,340 250 834 ( 13,763 ) 22,251 |
Other Comprehensive Income Recognized by the Company |
|||
| ( ( ( ( ( |
( |
$ 123,153 219,929 98 583 4,476 ) 10,385 $ 349,672 |
10. Property, plant, and equipment
| Property, plant, and equipment | |||
|---|---|---|---|
| For self-use Operating lease |
December 31,2021 $ 542,159 234,137 $ 776,296 |
December 31,2020 | |
| $ 558,613 244,439 $ 803,052 |
207
a. For self-use
| For self-use | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Cost Balance as of January 1, 2021 Addition Inventories transferred to property, plant, and equipment Disposal and obsolescence Balance as of December 31, 2021 Accumulated depreciation Balance as of January 1, 2021 Depreciation expenses Disposal and obsolescence Balance as of December 31, 2021 Net amount as of December 31, 2021 Cost Balance as of January 1, 2020 Addition Inventories transferred to property, plant, and equipment 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 |
Self-owned Land |
Housing and Construction |
Machinery | Office Equipment |
Total | |||||
| $ 424,697 - - - 424,697 - - - - $ 424,697 $ 424,697 - - - 424,697 - - - - $ 424,697 |
( ( |
$ 173,556 - - - 173,556 114,529 4,272 - 118,801 $ 54,755 $ 174,144 - - 588) 173,556 111,112 4,005 588) 114,529 $ 59,027 |
( ( ( ( |
$ 61,092 6,497 - 2,300) 65,289 30,842 6,871 2,300) 35,413 $ 29,876 $ 54,638 7,444 - 990) 61,092 25,623 6,209 990) 30,842 $ 30,250 |
( ( ( ( |
$ 97,858 5,086 818 15,496) 88,266 53,219 17,671 15,455) 55,435 $ 32,831 $ 106,901 9,691 715 19,449) 97,858 52,818 19,850 19,449) 53,219 $ 44,639 |
( ( ( ( |
$ 757,203 11,583 818 17,796) 751,808 198,590 28,814 17,755) 209,649 $ 542,159 $ 760,380 17,135 715 21,027) 757,203 189,553 30,064 21,027) 198,590 $ 558,613 |
208
No indication of impairment was identified in 2021 and 2020.
Depreciation expenses are calculated on a straight-line basis according to the following durable years:
Housing and Construction
| durable years: 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) |
- b. Operating leases - office equipment
| 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 |
2021 $ 777,082 125,425 ( 31,256 ) ( 70,021) 801,230 532,643 130,016 ( 25,885 ) ( 69,681) 567,093 $ 234,137 |
2020 |
| $ 803,664 104,560 ( 42,856 ) ( 88,286) 777,082 523,158 133,517 ( 36,105 ) ( 87,927) 532,643 $ 244,439 |
For the Company'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.
209
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 Year 6 |
December 30,2021 $ 23,282 16,476 6,130 2,732 811 37 $ 49,468 |
December 31,2020 | |
| $ 21,846 13,907 10,150 2,526 1,123 - $ 49,552 |
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.
11. Lease Agreements
- a. Right-of-use assets
| Cost Balance as of January 1, 2021 Addition Disposal and obsolescence Balance as of December 31, 2021 Accumulated depreciation Balance as of January 1, 2021 Depreciation expenses Disposal and obsolescence Balance as of December 31, 2021 Net amount as of December 31, 2021 Cost Balance as of January 1, 2020 Addition Disposal and obsolescence (Continued on the next page) |
Land and Buildings $ 206,473 111,429 73,462) 244,440 69,279 75,141 40,279) 104,141 $ 140,299 $ 175,368 123,154 92,049) |
Transportation Equipment $ 33,218 8,174 ( 6,576) 34,816 11,636 12,731 ( 6,099) 18,268 $ 16,548 $ 19,158 21,582 ( 7,522) |
Total | |||
|---|---|---|---|---|---|---|
( ( ( |
( ( ( |
( ( ( |
$ 239,691 119,603 80,038) 279,256 80,915 87,872 46,378) 122,409 $ 156,847 $ 194,526 144,736 99,571) |
210
(Continued from previous page)
| 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 |
Land and Buildings 206,473 58,242 71,272 60,235) 69,279 $ 137,194 |
Transportation Equipment 33,218 6,562 11,921 ( 6,847) 11,636 $ 21,582 |
Total | ||
|---|---|---|---|---|---|
( |
( |
( |
239,691 64,804 83,193 67,082) 80,915 $ 158,776 |
b. Lease liabilities
| Lease liabilities | |||
|---|---|---|---|
| Carrying amount of lease liabilities Current Non-current |
December 31,2021 $ 78,661 $ 79,269 |
December 31,2020 | |
| $ 73,819 $ 86,217 |
Ranges of discount rates for lease liabilities are as follows:
| Ranges of discount rates for lease liabilities | are as follows: | |
|---|---|---|
| Land and Buildings Transportation Equipment |
December 31,2021 0.762%~0.789% 0.762%~0.789% |
December 31,2020 |
| 0.783%~0.789% 0.783%~0.789% |
- 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.
| 2021 | 2020 | |
|---|---|---|
| Short-term lease expenses | ($ 2,936) | ($ 2,471) |
| Total cash flows on lease | ||
| - Repayment of lease liabilities | ( $ 87,448 ) | ( $ 82,454 ) |
| - Interest expenses paid | ( 1,227) |
( 1,135) |
| ($ 88,675) | ($ 83,589) |
211
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.
12. Investment properties
| Investment properties | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Cost Beginning balance Ending balance Accumulated depreciation Beginning balance Depreciation expenses Ending balance Ending net amount |
2021 | Total $ 84,541 84,541 13,048 475 13,523 $ 71,018 |
2020 | |||||||
| Land $ 57,970 57,970 - - - $ 57,970 |
Housing and Construction $ 26,571 26,571 13,048 475 13,523 $ 13,048 |
Land $ 57,970 57,970 - - - $ 57,970 |
Housing and Construction $ 26,571 26,571 12,574 474 13,048 $ 13,523 |
Total | ||||||
| $ 84,541 84,541 12,574 474 13,048 $ 71,493 |
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 31,2021 $ 330 - $ 8,490 |
December 31,2020 | |
| $ 3,960 330 $ 4,290 |
Lease commitments for lease periods beginning after the balance sheet date are as follows:
| Lease commitments for investment properties |
December 31,2021 $ 8,160 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ - |
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 | December 31,2021 $ 85,372 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 85,986 |
212
13. Intangible assets
a. Goodwill
December 31, 2021 December 31, 2020
| Carrying amount Goodwill |
$ 38,147 |
$ 38,147 |
|---|---|---|
No indication of impairment was identified in 2021 and 2020.
- b. Other intangible assets
| Cost Beginning balance Addition Disposal and obsolescence Ending balance Accumulated amortization Beginning balance Amortization expenses Disposal and obsolescence Ending balance Ending net amount |
2021 | Total $ 20,146 6,599 3,531) 23,214 9,678 6,507 3,531) 12,654 $ 10,560 |
2020 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Trademark Right $ 808 - - 808 786 22 - 808 $ - |
Computer Software $ 19,338 6,599 3,531) 22,406 8,892 6,485 3,531) 11,846 $ 10,560 |
Trademark Right $ 2,531 - ( 1,723) 808 2,469 40 ( 1,723) 786 $ 22 |
Computer Software $ 30,972 5,832 17,466) 19,338 18,908 7,450 17,466) 8,892 $ 10,446 |
Total | ||||||
( ( |
( ( |
( ( |
( ( |
( ( |
$ 33,503 5,832 19,189) 20,146 21,377 7,490 19,189) 9,678 $ 10,468 |
No indication of impairment was identified in 2021 and 2020.
Amortization expenses are calculated on a straight-line basis over the following useful lives:
| 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 31,2021 $ 70,470 3,927 3,088 135 $ 77,620 |
December 31,2020 $ 34,759 4,189 4,943 133 $ 44,024 |
|
| $ 34,759 4,189 4,943 133 $ 44,024 |
213
15. Loans
- a. Short-term loans
| ns Short-term loans |
||
|---|---|---|
| Credit loans Loans for material purchase Credit loans NTD Loans for material purchase USD |
December 31,2021 $ 3,050,000 75,822 $ 3,125,822 0.66% ~0.73%0.64% ~0.76% |
December 31,2020 |
| $ 2,260,000 23,652 $ 2,283,652 0.69% ~0.79%0.74% ~0.81% |
-
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 Commercial paper payable Taishin International Bank Long-term loans Secured loans Bank loans (1) Unsecured loans Bank loans (2) |
Nominal Amount $ 300,000 |
Discounted Amount Carrying amount ($ 345) $ 299,655 December 31,2021 $ - 650,000 $ 650,000 |
Interest Rate Collateral 0.75% None December 31,2020 $ 570,000 430,000 $ 1,000,000 |
Collateral | |||||
| ( | $ | ||||||||
| $ 570,000 430,000 $ 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. The rate range was 1.00% per annum. Interest is paid on a monthly basis, and the principal is paid at maturity for subsequent borrowing.
214
- 2) Unsecured loans are bank loans at floating rates. As of December 31, 2021 and 2020, the rate ranges were 0.71%~0.825% and 0.85%~1.00% 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.
17. Other Liabilities
- a. Other payables
| Salaries and bonuses payable Related parties Business taxes payable Holiday benefits payable Others |
December 31,2021 $ 164,397 41,281 11,414 360 48,340 $ 265,792 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 159,053 41,669 17,045 362 51,568 $ 269,697 |
Other payables - related parties are monthly payments of rental collected from lessees by the Company on behalf of related parties.
- b. Other current liabilities
| the Company on behalf of related parties. Other current liabilities |
|||
|---|---|---|---|
| Temporary credits Receipts under custody |
December 31,2021 $ 59,759 3,285 $ 63,044 |
December 31,2020 | |
| $ 45,876 3,073 $ 48,949 |
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.
215
The amounts of defined benefit plans included in the parent company only balance sheets are as follows:
| are as follows: | ||||||||
|---|---|---|---|---|---|---|---|---|
| December | 31,2021 | December 31,2020 | ||||||
| Present value of defined benefit | ||||||||
| obligation | $ 449,934 | $ 446,204 | ||||||
| Fair value of plan assets | ( 37,040 |
) | ( | 36,203) | ||||
| Net defined benefit liabilities | $ 412,894 | $ 410,001 | ||||||
| Changes in net defined benefit liabilities | (assets) are as | follows: | ||||||
| Present value | Net defined | |||||||
| of defined | benefit | |||||||
| benefit | Fair value of | liabilities | ||||||
| obligation | plan | assets | (assets) | |||||
| January 1, 2021 |
$ 446,204 | ($ | 36,203 | ) |
$ 410,001 | |||
| Service costs | ||||||||
| Service costs for the current period | 494 |
- | 494 |
|||||
| Interest expenses (income) |
2,231 | ( | 235 | ) |
1,996 | |||
| Recognized in profit or loss |
2,725 | ( | 235 | ) |
2,490 | |||
| Remeasurements | ||||||||
| Return on plan assets (excluding | ||||||||
| interest income calculated by a | ||||||||
| discount rate) | - | ( | 331 | ) | ( | 331 ) |
||
| Actuarial losses - changes in | ||||||||
| demographic assumptions | 11,642 | - | 11,642 |
|||||
| Actuarial losses - changes in | ||||||||
| financial assumptions |
( | 5,418 ) |
- | ( | 5,418 ) |
|||
| Actuarial losses - experience | ||||||||
| adjustments |
15,482 | - | 15,482 | |||||
| Recognized in other comprehensive | ||||||||
| income |
21,706 | ( | 331 | ) |
21,375 | |||
| Contribution by the employer | - | ( | 20,972 | ) | ( | 20,972 ) |
||
| Benefits paid on plan assets |
( | 20,701) | 20,701 | - | ||||
| December 31, 2021 |
$ 449,934 | ($ | 37,040 | ) |
$ 412,894 | |||
| January 1, 2020 |
$ 433,635 | ($ | 18,631 | ) |
$ 415,004 | |||
| Service costs | ||||||||
| Service costs for the current period | 817 |
- | 817 |
|||||
| Service costs for the previous | ||||||||
| period | 36 | - | 36 |
|||||
| Interest expenses (income) |
3,252 | ( | 222 | ) |
3,030 | |||
| Recognized in profit or loss |
4,105 | ( | 222 | ) |
3,883 |
(Continued on the next page)
216
(Continued from previous page)
| (Continued from previous page) | |||
|---|---|---|---|
| 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 |
Present value of defined benefit obligation - 4,777 11,109 12,352 28,238 - ( 19,774) $ 446,204 |
Fair value of plan assets ( 689 ) - - - ( 689) ( 36,435 ) 19,774 ($ 36,203) |
Net defined benefit liabilities (assets) |
( |
( 689 ) 4,777 11,109 12,352 27,549 ( 36,435 ) - $ 410,001 |
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:
| Discount rate Average long-term salary adjustment rate |
December 31,2021 0.625% 2.000% |
December 31,2020 |
|---|---|---|
| 0.500% 2.000% |
217
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 31,2021 ($ 10,794) $ 11,173 $ 10,825 ($ 10,513) |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| ( ( |
( ( |
$ 11,220) $ 11,629 $ 11,253 $ 10,951) |
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 31,2021 $ 21,861 9.7 年 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 21,396 10.2 年 |
19. Equity
| a. | 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 31,2021 500,000 $ 5,000,000 236,202 $ 2,362,025 |
December 31,2020 | December 31,2020 |
|---|---|---|---|---|
| 500,000 $ 5,000,000 236,202 $ 2,362,025 |
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b. Capital surplus
December 31, 2021 December 31, 2020
| 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 |
$ 931,641 3,333 938 54,838 7,913 7,948 892,411 40,247 $ 1,939,269 |
$ 1,002,501 3,333 938 54,838 7,913 7,948 824,081 40,247 $ 1,941,799 |
|---|---|---|
-
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 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.
219
The Company appropriates or reserves special reserve in accordance with the Official Letter No. 1090150022 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, 2020 and 2019 were held on July 15, 2021 and June 10, 2020, respectively; the distributions of earnings are as follows:
| Legal reserve Cash dividends |
Distribution | of Earnings 2019 $ 134,244 1,369,975 |
Dividends Per Share (NT$) |
Dividends Per Share (NT$) |
|---|---|---|---|---|
| 2020 $ 148,431 1,346,355 |
2020 $ 5.70 |
2019 | ||
| $ 5.80 |
In addition, the 2021 and 2020 Annual Shareholders' Meeting approved the distribution of cash dividends (NT$0.3 per share and NT$0.2 per share) from capital surplus - stock issuance premium of NT$70,860 thousand and 47,241 thousand, respectively.
On March 16, 2022, the Board of Directors proposed the distribution of earnings for the year ended December 31, 2021 as follows:
| year ended December 31, 2021 as follows: | ||
|---|---|---|
| Legal reserve Cash dividends |
Distribution of Earnings $ 137,065 1,228,253 |
Dividends Per Share(NT$) |
| $ 5.20 |
In addition, the Board of Directors meeting, held on March 16, 2022, proposed distributing cash dividends (NT$0.8 per share) from capital surplus - stock issuance premium of NT$188,962 thousand.
The distribution of earnings for the year ended December 31, 2021 is subject to the resolution in the shareholders' meeting on June 9, 2022.
- d. Special reserve arising from first-time application of IFRSs
Special reserve arising from first-time application of IFRSs is as follows:
| Special reserve | December 31,2021 $ 331,624 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 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.
220
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 31,2021 ( $ 621,480) ( 60,695) (682,175) 655,933 ($ 26,242) |
December 31,2020 |
| ( $ 511,130) (103,503) (614,633) 643,330 $ 28,697 |
- 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.
| 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 Other comprehensive income Ending balance |
2021 ( $ 614,633 ) ( 58,615 ) ( 8,927) (67,542) ($ 682,175) |
2020 |
| ( $ 758,072 ) 123,736 19,703 143,439 ($ 614,633) |
221
- 2) Unrealized gains (losses) on financial assets at fair value through other comprehensive income
| 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 f. Treasury shares Shares of the Company held by subsidiaries |
2021 $ 643,330 12,603 12,603 - $ 655,933 December 31,2021 $ 791,826 |
2020 | |
| $ 505,137 207,584 207,584 (69,391) $ 643,330 December 31,2020 |
|||
| $ 791,826 |
- 1) Information on subsidiaries holding the Company's shares on the balance sheet date is as follows:
| as follows: | |||||
|---|---|---|---|---|---|
| Aurora Office Automation Corporation Aurora Office Automation Corporation |
December 31,2021 | ||||
| The Company's Shareholding (%) 91.13 |
Number of Shares (in Thousands) 12,496 |
Amount of Treasury Shares Current Market Value $ 791,826 $ 1,122,212 December 31,2020 |
Reason |
||
| To maintain credit and shareholders' equity |
|||||
| The Company's Shareholding (%) 91.13 |
Number of Shares (in Thousands) 12,496 |
Amount of Treasury Shares $ 791,826 |
Current Market Value $ 1,110,965 |
Reason |
|
| 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.
222
20. Revenue
- a. Breakdown of revenue from contracts with customers
| Product category Office Equipment Office furniture Others |
2021 $ 1,977,618 1,254,182 53,329 $ 3,285,129 |
2020 | ||
|---|---|---|---|---|
| $ 2,005,036 1,098,461 71,116 $ 3,174,613 |
- b. Contract balance
| Contract balance | ||
|---|---|---|
| Notes receivable (Note VII) Accounts receivable (including related parties) (Note VII) Contract liabilities |
December 31,2021 $ 74,211 202,372 179,273 |
December 31,2020 |
| $ 83,048 226,507 137,276 |
Changes in contract liabilities are mainly due to timing difference between performance obligations and customer payment.
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, 2021 and 2020 were NT$131,377 thousand and NT$62,635 thousand, respectively.
21. Net Income
- a. Other income
| Income Other income |
||||
|---|---|---|---|---|
| Rental income - Investment properties Income from consultancy Other income |
2021 $ 4,788 77,888 4,253 $ 86,929 |
2020 | ||
| $ 4,076 77,538 2,611 $ 84,225 |
Income from consultancy represents the fees received by the Company from related parties for rendering consulting services.
- b. Other gains and losses
| for rendering consulting services. Other gains and losses |
||
|---|---|---|
| Loss on disposal of property, plant, and equipment Gains on lease modifications Net foreign exchange gains (losses) Miscellaneous expenses |
2021 ( $ 323 ) 601 262 ( 2,229) ($ 1,689) |
2020 |
| ( $ 358 ) 138 ( 361 ) ( 946) ($ 1,527) |
223
| c. Finance costs Interest on bank loans Lease interest Imputed interest on deposits 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 (Note XVIII) Defined contribution plans Defined benefit plans Total employee benefit expenses By function Operating costs Operating expenses |
2021 $ 24,790 1,227 6 $ 26,023 2021 $ 158,830 87,872 475 6,507 $ 253,684 $ 139,691 107,011 475 $ 247,177 $ 186 6,321 $ 6,507 2021 $ 820,265 34,470 2,490 $ 857,225 $ 43,328 813,897 $ 857,225 |
2020 | ||
|---|---|---|---|---|
| $ 25,048 1,135 7 $ 26,190 2020 |
||||
| $ 163,581 83,193 474 7,490 $ 254,738 $ 142,778 103,996 474 $ 247,248 $ 215 7,275 $ 7,490 2020 |
||||
| $ 815,920 34,886 3,883 $ 854,689 $ 41,230 813,459 $ 854,689 |
224
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, 2021 and 2020 was resolved by the Board of directors on March 16, 2022 and March 16, 2021:
Estimated percentage
| Estimated percentage | ||
|---|---|---|
| Employee compensation Amount Employee compensation |
2021 1% 2021 $ 16,370 |
2020 |
| 1% 2020 |
||
| $ 16,750 |
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, 2020 and 2019 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. Major components of income tax expenses (benefits) recognized in profit or loss are as follows:
| 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 |
2021 $ 181,551 - 181,551 42,347 $ 223,898 |
2020 | ||
| $ 86,969 6 86,975 124,604 $ 211,579 |
225
Reconciliation between accounting income and current income tax expenses is as follows:
| b. c. |
2021 Income before tax $ 1,615,437 Income tax expenses calculated at the statutory rate $ 323,087 Fees that cannot be deducted from taxes 1 Tax-exempted income ( 84,331 ) Unrecognized deductible temporary difference ( 14,859 ) Adjustments of current income tax expenses in previous years - Income tax expense recognized in profit or loss $ 223,898 Income tax recognized in other comprehensive income 2021 Deferred income tax Accrued this year - remeasurements of defined benefit plans ($ 4,275) Current income tax liabilities December 31,2021 Current income tax liabilities Income tax payable $ 93,739 |
2020 | 2020 | |
|---|---|---|---|---|
| $ 1,649,888 $ 329,977 1 ( 103,837 ) ( 14,568 ) 6 $ 211,579 2020 |
||||
| ($ 5,510) December 31,2020 |
||||
| $ 42,340 |
- d. Deferred income tax assets and liabilities
Changes in deferred income tax assets and liabilities are as follows:
(Continued on the next page)
226
(Continued from previous page)
2021
| 2021 | ||||||
|---|---|---|---|---|---|---|
| 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 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 $ 18,472 274 2,168 73 13,131 44,824 $ 78,942 $ 258,429 7 $ 258,436 Beginning balance $ 19,199 309 1,927 95 19,641 39,314 $ 80,485 $ 140,885 - $ 140,885 |
Recognized in profit or loss ( $ 464 ) 311 1,791 ( 1 ) ( 3,696 ) - ($ 2,059) $ 40,205 83 $ 40,288 Recognized in profit or loss ( $ 727 ) ( 35 ) 241 ( 22 ) ( 6,510 ) - ($ 7,053) $ 117,544 7 $ 117,551 |
Recognized in other comprehensive income $ - - - - - 4,275 $ 4,275 $ - - $ - Recognized in other comprehensive income $ - - - - - 5,510 $ 5,510 $ - - $ - |
Ending balance |
||
| $ 18,008 585 3,959 72 9,435 49,099 $ 81,158 $ 298,634 90 $ 298,724 Ending balance |
||||||
| $ 18,472 274 2,168 73 13,131 44,824 $ 78,942 $ 258,429 7 $ 258,436 |
227
- e. Amount of temporary differences in unrecognized deferred income tax liabilities related to investments
As of December 31, 2021 and 2020, the taxable temporary differences related to investments in subsidiaries not recognized as deferred income tax liabilities were NT$799,350 thousand and NT$785,087 thousand, respectively.
- f. Income tax assessment
The Company's corporate income tax returns have been assessed by the Tax Authorities until 2019. There is no difference between the assessment result and the filing.
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
| per share are as follows: Net income |
||||
|---|---|---|---|---|
| Net income Number of 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 |
2021 $ 1,391,539 Unit: 2021 224,814 222 225,036 |
2020 $ 1,438,309 Thousand shares 2020 224,814 236 225,050 |
||
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.
228
25. Information on Cash Flows
The acquisition of property, plant, and equipment by the Company during the years ended December 31, 2021 and 2020 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 |
2021 $ 126,243 $ 5,371 |
2020 | ||
|---|---|---|---|---|
| $ 105,275 $ 6,751 |
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 31,2021 $ 558,638 4,208,247 |
December 31,2020 |
| $ 587,345 4,010,062 |
-
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.
229
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, 2021 and 2020. 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.
| foreign exchange rates. | ||
|---|---|---|
| Profit or loss | Impact of USD | |
| 2021 $ 2,275 |
2020 | |
| $ 641 |
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 - Financial liabilities Cash flow interest rate risk - Financial assets - Financial liabilities |
December 31,2021 $ 157,930 157,463 650,000 |
December 31,2020 |
|---|---|---|
| $ 459,691 160,413 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.
230
If the interest rate increased or decreased by 25 basis points, the Company's net income before tax in 2021 and 2020 would have decreased or increased by NT$1,231 thousand and NT$2,099 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.
The Company’s credit risk is concentrated on the top 10 customers, accounting for 10% and of the total accounts receivable as of December 31, 2021 and 2020, 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, 2021
| December 31, 2021 | |||||||
|---|---|---|---|---|---|---|---|
| Non-derivative financial liabilities Zero-interest-bearing liabilities Lease liabilities Variable-rate instruments Instruments with fixed interest rates |
Weighted Average Effective Rate(%) 0.77% 0.70% |
Payment on Sight or within 1 Month $ 133,050 6,947 - 1,605,412 $ 1,745,409 |
1~3 Month(s) $ 295,171 13,774 - 1,520,410 $ 1,829,355 |
3~12 Months $ 3,914 57,518 - - $ 61,432 |
1~5 Year(s) | ||
| $ 290 79,796 650,000 - $ 730,086 |
231
December 31, 2020
| 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% Line of credit Unsecured banking facilities - Amount utilized - Amount not utilized Secured banking facilities - Amount utilized - Amount not utilized |
Payment on Sight or within 1 Month 1~3 Month(s) $ 201,213 $ 217,968 6,527 12,965 - - 2,059,993 499,655 $ 2,267,733 $ 730,588 December 31,2021 $ 3,869,714 3,964,886 $ 7,834,600 $ - 920,000 $ 920,000 |
Payment on Sight or within 1 Month 1~3 Month(s) $ 201,213 $ 217,968 6,527 12,965 - - 2,059,993 499,655 $ 2,267,733 $ 730,588 December 31,2021 $ 3,869,714 3,964,886 $ 7,834,600 $ - 920,000 $ 920,000 |
3~12 Months 1~5 Year(s) $ 6,710 $ 864 53,260 84,080 - 1,000,000 23,659 - $ 83,629 $ 1,084,944 December 31,2020 $ 3,060,759 3,039,841 $ 6,100,600 $ 570,000 350,000 $ 920,000 |
3~12 Months 1~5 Year(s) $ 6,710 $ 864 53,260 84,080 - 1,000,000 23,659 - $ 83,629 $ 1,084,944 December 31,2020 $ 3,060,759 3,039,841 $ 6,100,600 $ 570,000 350,000 $ 920,000 |
3~12 Months 1~5 Year(s) $ 6,710 $ 864 53,260 84,080 - 1,000,000 23,659 - $ 83,629 $ 1,084,944 December 31,2020 $ 3,060,759 3,039,841 $ 6,100,600 $ 570,000 350,000 $ 920,000 |
3~12 Months 1~5 Year(s) $ 6,710 $ 864 53,260 84,080 - 1,000,000 23,659 - $ 83,629 $ 1,084,944 December 31,2020 $ 3,060,759 3,039,841 $ 6,100,600 $ 570,000 350,000 $ 920,000 |
1~5 Year(s) | ||
|---|---|---|---|---|---|---|---|---|---|
| $ | $ |
||||||||
$ |
$ | ||||||||
| $ 3,060,759 3,039,841 $ 6,100,600 $ 570,000 350,000 $ 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
| ies are as follows: Names and relations of related parties |
|
|---|---|
| Related Party Aurora Holdings Incorporated (Aurora Holdings) Aurora Office Equipment Co., Ltd. Shanghai (AOE) Aurora (China) Co., Ltd. (AOF) Aurora Office Automation Sales Co., Ltd. Shanghai (AOA) Aurora Office Automation Corporation (Aurora Office Automation) General Integration Technology Co., Ltd. (General Integration) (Continued on the next page) |
Relationshipwith the Company |
| Investor of significant influence Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary |
232
(Continued from previous page)
Related Party Relationship with the Company
KM Developing Solutions Co., Ltd. (KM Subsidiary Developing) Aurora Home Furniture Co., Ltd. (Aurora Home) Subsidiary Aurora Telecom Co., Ltd. (Aurora Telecom) Associate Huxen Corporation (Huxen) Associate Aurora Development Corp. (Aurora Development) Associate Aurora Leasing Corporation (Aurora Leasing) Other related party Y. T. Chen Sustainable Management Foundation (Y. T. Chen Foundation) Other related party
Other related party
Aurora Interior Design Co., Ltd. (Aurora Interior Design) Other related party
b. Operating revenue
| Operating revenue | ||||
|---|---|---|---|---|
| Type/Name of Related Party Aurora Leasing Subsidiary Associate Other related party Investor of significant influence |
2021 $ 356,907 187,397 20,948 7,534 183 $ 572,969 |
2020 | ||
| $ 369,851 126,420 19,931 - 55 $ 516,257 |
Sales by the Company to related parties are made based on the market price, with payments collected within 1~4 month(s).
233
c. Purchase of goods
| Purchase of goods | ||||
|---|---|---|---|---|
| Type/Name of Related Party Subsidiary Other related party Associate |
2021 $ 59,152 40,997 579 $ 100,728 |
2020 | ||
| $ 46,535 36,860 942 $ 84,337 |
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 Huxen Aurora Leasing (Continued on the next page) (Continued from previous page) Type/Name of Related Party Aurora Office Automation Other related party Associate |
2021 $ 32,363 22,875 2021 21,276 900 475 $ 77,889 |
2020 | ||
| $ 32,326 23,431 2020 |
||||
| 21,207 - 574 $ 77,538 |
(Continued from previous page)
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 Investor of significant influence Associate Other related party Subsidiary |
2021 $ 2,130 2,810 821 762 $ 6,523 |
2020 | ||
| $ 2,321 1,412 - 1,194 $ 4,927 |
Operating expenses represent expenses paid to related parties for advertising and consulting services rendered.
234
f. Receivables from related parties
| Accounting Subject Accounts receivable Other receivables |
Type/Name of Related Party Aurora Leasing AOF Associate Subsidiary Associate Subsidiary Other related party |
December 31, 2021 $ 56,599 10,189 831 347 $ 67,966 $ 4,034 2,457 1,521 $ 8,012 |
December 31, 2020 |
December 31, 2020 |
|---|---|---|---|---|
| $ 63,262 8,640 241 349 $ 72,492 $ 4,076 2,441 1,667 $ 8,184 |
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, 2021 and 2020.
Other receivables represent receivables and purchase allowances arising from advance payments between the Company and related parties.
235
Payables to related parties
| Accounting Subject Accounts payable Other payables |
Type/Name of Related Party Other related party Associate Subsidiary Aurora Leasing Subsidiary Associate Investor of significant influence |
December 31, 2021 $ 664 50 20 $ 734 $ 41,133 73 64 11 $ 41,281 |
December 31, 2020 |
December 31, 2020 |
|---|---|---|---|---|
| $ 827 159 1 $ 987 $ 41,537 54 66 12 $ 41,669 |
- g. Acquisition of property, plant, and equipment
| Type/Name of Related Party Subsidiary Associate |
Price | Price | ||
|---|---|---|---|---|
| 2021 $ 146 55 $ 201 |
2020 | |||
| $ 222 131 $ 353 |
The transaction prices are determined according to market conditions.
- h. Lease agreements
| Lease agreements | ||||
|---|---|---|---|---|
| Type/Name of Related Party Acquisition of right-of-use assets Aurora Office Automation Investor of significant influence Associate |
2021 $ 11,975 2,004 28 $ 14,007 |
2020 | ||
| $ 4,229 46,085 3,842 $ 54,156 |
236
Accounting Subject Type/Name of Related
| Accounting Subject Type/Name of Related | Accounting Subject Type/Name of Related | ||||
|---|---|---|---|---|---|
| Party Lease liabilities - current Investor of significant influence Associate Subsidiary Lease liabilities - non-current Investor of significant influence Subsidiary Associate Type/Name of Related Party Interest expenses Investor of significant influence Associate Subsidiary |
December 31,2021 $ 15,412 12,461 3,976 $ 31,849 $ 9,047 6,021 - $ 15,068 2021 $ 255 149 44 $ 448 |
December 31,2020 $ 15,291 14,507 1,832 $ 31,630 $ 24,458 - 12,444 $ 36,902 2020 |
|||
| $ 163 256 28 $ 447 |
The Company leased offices from related parties for the years ended December 31, 2021 and 2020, 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.
- i. Lease agreements
Operating lease
The total lease payments to be received in the future are as follows:
| Type/Name of Related Party Other related party Subsidiary |
2021 $ 9,175 36 $ 9,211 |
2020 | ||
|---|---|---|---|---|
| $ 4,151 72 $ 4,223 |
Rental income is as follows:
| Rental income is as follows: | ||||
|---|---|---|---|---|
| Type/Name of Related Party Other related party Subsidiary |
2021 $ 4,704 72 $ 4,776 |
2020 | ||
| $ 4,003 72 $ 4,075 |
237
The rental of office buildings leased by the Company to related parties is charged on a monthly basis according to general market conditions.
j. Others
| Accounting Subject Refundable deposits Guarantee deposits received |
Type/Name of Related Party Aurora Development Aurora Holdings Huxen Y. T. Chen Foundation Aurora Interior Design |
December 31, 2021 $ 3,252 2,590 566 $ 6,408 $ 660 100 $ 760 |
December 31, 2020 |
December 31, 2020 |
|---|---|---|---|---|
| $ 3,252 2,590 566 $ 6,408 $ 660 - $ 660 |
- k. Remuneration to the management
| Remuneration to the management | ||||
|---|---|---|---|---|
| Short-term employee benefits Retirement benefits |
2021 $ 29,993 926 $ 30,919 |
2020 | ||
| $ 27,717 1,000 $ 28,717 |
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 31,2021 $ 266,974 71,018 $ 337,992 |
December 31,2020 | |
| $ 271,245 71,493 $ 342,738 |
29. Significant Contingent Liabilities and Unrecognized Contract Commitments
-
a. Unused letters of credit outstanding as of December 31, 2021 amounted to US$3,015 thousand.
-
b. Guarantee notes issued by the Company to financial institutions for short-term and long-term loans as of December 31, 2021 amounted to NT$8,354,600 thousand.
-
c. Guaranteed notes issued by the Company under warranty contracts or for business needs as of December 31, 2021 amounted to NT$28,462 thousand.
238
-
d. Guaranteed notes received by the Company for business operations as of December 31, 2021 totaled NT$2,330 thousand.
-
e. Performance bonds issued by banks for the Company as of December 31, 2021 amounted to NT$10,290 thousand.
-
f. Unrecognized contractual commitments of the Company for purchases of goods as of December 31, 2021 amounted to NT$31,156 thousand.
-
g. Significant contracts of the Company are disclosed as follows:
| Type of Contract |
Category of Product |
Contracting Party |
Contract Duration | Contract Content | Restrictions |
|---|---|---|---|---|---|
| Distribution Contract |
Office Equipment |
SHARP CORPORATION |
2021.04.01-2022.03.31 (Automatic extension by one year upon expiry) |
Sharp photocopiers | 1. Exclusive distribution 2. . Non-compete |
30. Significant Events after the Balance Sheet Date: None.
31. Information on Foreign Currency-denominated Assets and Liabilities of Significant Influence
The following information is aggregated by the foreign currencies other than the functional currency of the Company and the exchange rates between foreign currencies and the functional currency are disclosed. The significant impact on assets and liabilities recognized in foreign currencies is as follows:
Unit: Foreign currency/NT$ thousand
| December 31, 2021 Foreign currencyassets Non-monetary items Subsidiaries accounted for using the equity method RMB Foreign currencyliabilities Monetary items USD |
Foreign currencies $ 1,723,784 2,734 |
Exchange Rate 4,344 (RMB:NTD) 27.68 (USD:NTD) |
Carrying amount |
|---|---|---|---|
| $ 7,340,969 75,822 |
239
December 31, 2020
| December 31, 2020 | |||
|---|---|---|---|
| Foreign currencyassets Monetary items USD Non-monetary items Subsidiaries accounted for using the equity method RMB Foreign currencyliabilities Monetary items USD |
Foreign currencies $ 80 1,663,834 829 |
Exchange Rate 28.48 (USD:NTD) 4.377 (RMB:NTD) 28.48 (USD:NTD) |
Carrying amount |
| $ 2,288 7,104,819 23,652 |
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).
32. Supplementary Disclosures
-
a. Information on significant transactions:
-
1) Loans provided for others: None.
-
2) Endorsements/guarantees provided for others: None.
-
3) Securities held at end of period (excluding investments in subsidiaries and associates): Table 1.
-
4) Accumulated purchase or sale of the same securities amounting to NT$300 million or 20% of paid in capital or more: Table 2.
-
5) Acquisition of property amounting to NT$300 million or 20% of paid in capital or more: Table 3.
-
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 4.
-
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 5.
-
c. Information on investments in mainland China:
(Continued on the next page)
240
(Continued from previous page
-
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 6.
-
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 7.
-
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 8.
241
Table 1
Aurora Corporation
Securities Held at End of Period December 31, 2021
(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 Bank SinoPac - large certificates of deposits Bank of China - large certificates of deposits Shanghai Bank - large certificates of deposits Nanjing Bank - large certificates of deposits Bank of China - large certificates of deposits Cathay United Bank - large certificates of deposits Industrial Bank - large certificates of deposits Minsheng Bank - large certificates of deposits Bank of China - large certificates of deposits Bank of Communications - large certificates of deposits Taishin International Bank - time deposits |
The Company The Company None None None 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 Financial assets at amortized cost - current Financial assets at amortized cost - current Financial assets at amortized cost - current |
3,290 9,206 6,353 - - - - - - - - - - - |
$ 295,478 826,734 76,650 217,967 139,124 223,698 1,935,710 223,195 144,546 725,848 222,496 315,944 139,124 10,950 |
1.39 3.90 - - - - - - - - - - - - |
$ 295,478 826,734 76,650 217,967 139,124 223,698 1,935,710 223,195 144,546 725,848 222,496 315,944 139,124 10,950 |
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, 2021. Market prices of open-end funds refer to the net asset value of the funds on the balance sheet date. Note 2. The Company's shares held by subsidiaries are treated as treasury shares.
Note 3. For information on investments in subsidiaries and associates, please refer to Tables 5 and 6.
242
Table 2
Aurora Corporation
Accumulated Purchase or Sale of the Same Securities Amounting to NT$300 Million or 20% of Paid-in Capital or More For the Year Ended December 31, 2021
Unit: NT$ thousand or thousand shares (unless stated otherwise)
| Company Name | Type and Name of Securities |
Ledger Account | Counterparty | Relationship | Transaction Currency |
Beginningof Period | Beginningof Period | Reclass | ification | Purc | hase | Sa | le | 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 Automation Sales Co., Ltd. Shanghai Aurora Office Equipment Co., Ltd. Shanghai Aurora (China) Co., Ltd. Aurora (Jiang Su) Enterprise Development Co., Ltd. Aurora Home Furniture Co., Ltd. Aurora (China) Investment Co., Ltd. |
Cuizhu 2W "Bubugaosheng" Structured deposits Jinxueqiu - Youyue (1M) Tian Li Kuai Xian Structured deposits "Bubugaosheng" Structured deposits Ri Ri Xin 80008 Structured deposits Structured deposits Ri Ri Ju Xin "Bubugaosheng" "Liduoduo Structured Deposits" Structured deposits Ri Ri Xin 80008 Structured deposits Structured deposits Ri Ri Ju Xin Structured deposits Ri Ri Xin 80008 Guizhu profit increase single month 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 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 |
China Minsheng Bank Shanghai Pudong Development Bank Industrial Bank Industrial Bank Industrial Bank Bank of China Shanghai Pudong Development Bank Shanghai Pudong Development Bank China Merchants Bank Bank of China Bank of Nanjing Bank of Nanjing Shanghai Pudong Development Bank Shanghai Pudong Development Bank Bank Sinopac China Merchants Bank Bank of China Bank of Nanjing Bank of Nanjing China Merchants Bank China Merchants Bank China Minsheng Bank Bank of China |
None None None None None None None None None None 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 RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB |
- - - - - - - - - - - - - - - - - - - - - - - |
$ - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - |
$ - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - |
$ 162,000 65,000 140,000 108,000 219,000 100,000 35,000 50,000 120,000 50,000 210,000 344,000 40,000 310,000 180,000 60,000 100,000 86,000 258,000 40,000 85,000 40,000 50,000 |
- - - - - - - - - - - - - - - - - - - - - - - |
$ 162,186 65,266 141,008 108,305 219,700 100,337 35,194 50,346 120,629 50,168 210,449 345,253 40,154 312,468 180,985 60,350 100,337 86,283 259,502 40,114 85,587 40,414 50,168 |
$ 162,000 65,000 140,000 108,000 219,000 100,000 35,000 50,000 120,000 50,000 210,000 344,000 40,000 310,000 180,000 60,000 100,000 86,000 258,000 40,000 85,000 40,000 50,000 |
$ 186 266 1,008 305 700 337 194 346 629 168 449 1,253 154 2,468 985 350 337 283 1,502 114 587 414 168 |
- - - - - - - - - - - - - - - - - - - - - - - |
$ - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - |
$ - - - - - - - - - - - - - - - - - - - - - - - |
243
Table 3
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, 2021
(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 |
Information on Prior Transaction If the Is Related |
Information 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 |
2021 | $ 326,160(RMB) |
Payments by Progress |
Shanghai Construction Design Research Institute Co., Ltd. and Nantong High-tech Industrial Developmen t Zone Managemen t Committee |
None |
- | - | - | $ - | N/A | Building a smart factory for furniture; Under construction |
None |
244
Table 4
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, 2021
(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 Leasing Corporation Aurora (China) Co., Ltd. Aurora Leasing Corporation Huxen (China) Co., Ltd. |
Huxen's subsidiary (associate) The Company's subsidiary Huxen's subsidiary (associate) Huxen's subsidiary (associate) |
Sales Sales Sales Sales |
( $ 356,907 ) ( 169,265 ) ( 206,181 ) ( 1,578,776 ) |
( 11% ) ( 5% ) ( 25% ) ( 46% ) |
Due within 60 days Due within 60 days Due within 60 days Due within 120 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 |
Due within 60 days Due within 60 days Due within 60 days Due within 120 days |
$ 56,599 10,189 39,424 - |
20% 4% 33% - |
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 (payable).
245
Table 5
Aurora Corporation
Information on Investee Companies For the Year Ended December 31, 2021
(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 |
$ 7,305,999 1,035,862 137,361 109,052 4,314 1,444,402 494,848 214,064 539,952 4,151 |
$ 810,020 281,230 14,946 34,864 115 549,456 50,149 ( 63,946 ) 549,456 115 |
$ 743,776 186,769 8,306 24,405 30 178,738 23,405 ( 19,440 ) 42,473 29 |
$ - - - - - - - - - - |
$ 443,220 287,972 - 20,300 - 169,238 26,973 - 40,212 - |
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 |
246
Table 6
Aurora Corporation
Information on Investments in Mainland China For the Year Ended December 31, 2021
Unit: NT$ thousand, US$ thousand, and RMB thousand unless specified otherwise
| Investee Company | Main Business Activities | Paid-in Capital |
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 |
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$350,000 ) 47,110 ( RMB$ 10,000 ) 1,922,054 ( RMB$400,000 ) 114,700 (RMB$ 25,000 ) 243,020 ( RMB$ 50,000 ) 112,549 ( RMB$ 25,000 ) 1,322,900 ( RMB$300,000 ) 20,955 ( RMB$ 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 (3) 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 |
$ 812,850 ( 7,474 ) 814,564 341,318 8,711 55,707 ( 31,163 ) 29,092 ( 8,273 ) 217 ( 833 ) |
88.04 88.04 88.04 88.04 61.63 27.34 17.61 88.04 86.50 88.04 61.63 |
$ 715,633 Note 2 (2) ( 6,580 ) Note 2 (2) 717,142 Note 2 (2) 300,496 Note 2 (2) 5,368 Note 2 (2) 16,712 Note 2 (2) ( 6,233 ) Note 2 (2) 25,613 Note 2 (2) ( 5,791 ) Note 2 (2) 191 Note 2 (2) ( 513 ) Note 2 (2) |
$ 8,548,101 1,134,727 6,159,019 2,001,216 7,024 653,893 6,850 257,977 34,970 1,320,719 9,318 |
$ 2,408 37,879 297,776 84,531 - - - 16,173 - 4,453 - |
|
| 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) |
$5,355,980 |
247
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, 2021 was NT$8,926,634 thousand. In accordance with the "Directions Governing the Examination of Investment or Technical Cooperation in Mainland China," the cap amount should be NT$5,355,980 thousand (NT$8,926,634 thousand x 60%).
248
Table 7
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, 2021
(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 |
The Company's sub-subsidiary |
Sales | ( $ 1,578,776 ) | According to market conditions |
Due within 120 days |
No material difference |
$ - | - |
$ - |
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).
249
Table 8
Aurora Corporation
Information on Major Shareholders December 31, 2021
| Name of Major Shareholders | Shareholding | Shareholding |
|---|---|---|
| Shares | Percentage of Ownership (%) |
|
| Aurora Holdings Incorporated Chen Yung-Tai Aurora Leasing Corporation Aurora Office Automation Corporation NishengInvestment Co.,Ltd. |
101,856,312 21,269,000 20,791,276 12,496,797 11,934,000 |
43.12 9.00 8.80 5.29 5.05 |
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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 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.
250
§ STATEMENTS OF SIGNIFICANT ACCOUNTING SUBJECTS§
| ITEM Statements of Assets, Liabilities and Equity Items Cash Statement Statement of Notes Receivable Statement of Accounts Receivable/Accounts Receivable - Related Parties Statement of Other Receivables Statement of Inventories Statement of Other Current Assets Statement of Changes in Investments Accounted for Using the Equity Method Statement of Changes in Property, Plant, and Equipment Statement of Changes in Accumulated Depreciation of Property, Plant, and Equipment Statement of Changes in Right-of-use Assets Statement of Changes in Accumulated Depreciation of Right-of-use Assets Statement of Changes in Investment Properties Statement of Changes in Accumulated Depreciation of Investment Properties Statement of Changes in Intangible Assets Statement of Deferred Income Tax Assets Statement of Short-term Loans Statement of Accounts Payable Statement of Other Payables Statement of Other Current Liabilities Statement of Long-term Loans Statement of Profit or Loss Items Statement of Operating Revenue Statement of Operating Costs Statement of Selling and Marketing Expenses Statement of General and Administrative Expenses Statement of Finance Costs Statement of Employee Benefits and Depreciation and Amortization Expenses by Function |
NUMBER/INDEX |
|---|---|
| Note VI Statement 1 Statement 2 Note VII Note VIII Note XIV Statement 3 Note X Note X Note XI Note XI Note XII Note XII Note XIII Note XXII Statement 4 Statement 5 Note XVII Note XVII Statement 6 Statement 7 Statement 8 Statement 9 Statement 9 Note XXI Statement 10 |
251
Statement 1
Aurora Corporation
Statement of Notes Receivable December 31, 2021 (In Thousands of New Taiwan Dollars)
| Item Company A Others (Note) Less: loss allowance |
Summary payment for goods 〃 |
Amount | |
|---|---|---|---|
| $ 3,633 70,578 - $ 74,211 |
Note: The balance of each item does not exceed 5% of the balance of this account.
252
Statement 2
Aurora Corporation
Statement of Accounts Receivable/Accounts Receivable - Related Parties December 31, 2021
(In Thousands of New Taiwan Dollars)
| Item Non-related party Others (Note) Less: loss allowance Related party Aurora Leasing Corporation AOF Others (Note) |
Summary payment for goods payment for goods 〃〃 |
Amount | |
|---|---|---|---|
| $ 137,452 3,046 $ 134,406 $ 56,599 10,189 1,178 $ 67,966 |
Note: The balance of each item does not exceed 5% of the balance of this account.
253
Statement 3
Aurora Corporation
Statement of Changes in Investments Accounted for Using the Equity Method For the Year Ended December 31, 2021
(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
| 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. |
Beginningbalance Number of Shares (in Thousands) Amount 47,011 $ 1,427,127 67,350 7,063,743 82,278 1,076,067 5,465 129,128 7,000 104,947 17,500 41,076 858 4,284 32,498 496,580 13,165 233,504 $ 10,576,456 |
Beginningbalance Number of Shares (in Thousands) Amount 47,011 $ 1,427,127 67,350 7,063,743 82,278 1,076,067 5,465 129,128 7,000 104,947 17,500 41,076 858 4,284 32,498 496,580 13,165 233,504 $ 10,576,456 |
Increase(Note 1) Number of Shares (in Thousands) Amount - $ 5,455 - - - 68,330 - - - - - - - - - 1,837 - - $ 75,622 |
Increase(Note 1) Number of Shares (in Thousands) Amount - $ 5,455 - - - 68,330 - - - - - - - - - 1,837 - - $ 75,622 |
Decrease(Note 2) Number of Shares (in Thousands) Amount - $ 169,238 - 501,520 - 295,304 - 73 - 20,300 - 315 - - - 26,974 - - $ 1,013,724 |
Decrease(Note 2) Number of Shares (in Thousands) Amount - $ 169,238 - 501,520 - 295,304 - 73 - 20,300 - 315 - - - 26,974 - - $ 1,013,724 |
Investment Profit (Loss) $ 178,738 743,776 186,769 8,306 24,405 ( 5,791 ) 30 23,405 ( 19,440) $ 1,140,198 |
Deferred Unrealized Gains $ 2,320 - - - - - - - - $ 2,320 |
Endingbalance | Amount $ 1,444,402 7,305,999 1,035,862 137,361 109,052 34,970 4,314 494,848 214,064 $ 10,780,872 |
Market Value/Net Equity Value (Note 3) Unit Price Total 51.3 $ 2,411,643 110.57 7,446,964 25.52 2,303,851 19.71 107,736 15.58 109,052 2 34,970 5.03 4,318 15.23 494,848 6.55 86,236 $ 12,999,618 |
Market Value/Net Equity Value (Note 3) Unit Price Total 51.3 $ 2,411,643 110.57 7,446,964 25.52 2,303,851 19.71 107,736 15.58 109,052 2 34,970 5.03 4,318 15.23 494,848 6.55 86,236 $ 12,999,618 |
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 51.3 110.57 25.52 19.71 15.58 2 5.03 15.23 6.55 |
||||||||||||
--------- |
Note 1. The increase of Huxen Corporation 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 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.
Note 2. The decrease of Huxen Corporation for the current period is due to cash dividends received from investees of NT$169,238 thousand; the decrease of Aurora (Bermuda) Investment Ltd. for the current period I due to the cumulative translation adjustment of long-term foreign-currency equity investments of $58,300 thousand and the receipt of cash dividends from investees of NT$443,220 thousand; the decrease of General Integration Technology Co., Ltd. for the current period is due to the recognition of changes in equity in investees based on the percentage of ownership; the decrease of Aurora Machinery Equipment (Shanghai) Co., Ltd. for the current period is due to the cumulative translation adjustment of long-term foreign-currency equity investments; the decrease in KM Developing Solutions Co., Ltd. and Aurora Development Corp. for the current period is due to the receipt of cash dividends from investees; the decrease of Aurora Office Automation Corporation for the current period is due to the receipt of cash dividends of NT$287,972 thousand from the investee and the recognition of changes in equity in proportion to the investee's shareholding of NT$7,332 thousand.
Note 3. Market price refers to the closing price on December 31, 2021. Net equity value is mainly based on the financial statements of the investee and the Company's shareholding percentage.
254
Statement 4
Aurora Corporation
Statement of Short-term Loans December 31, 2021 (In Thousands of New Taiwan Dollars)
| Type of Loans Credit loans Loans for material purchase |
Description Sumitomo Mitsui Banking Corporation First Commercial Bank Cathay United Bank Bank of China Bank of Communications Standard Chartered Bank Taipei Fubon Bank Taipei Fubon Bank HSBC Taishin International Bank Bank of Taiwan |
Endingbalance $ 900,000 100,000 300,000 400,000 250,000 300,000 200,000 100,000 500,000 3,050,000 26,449 49,373 75,822 $ 3,125,822 |
Contract Period (YYYY/MM/DD) 2021/11/18 ~2022/02/162021/02/10 ~2022/01/072021/12/15 ~2022/01/142021/12/17 ~2022/01/032021/12/22 ~2022/01/122021/12/29 ~2022/01/272021/10/22 ~2022/01/212021/11/30 ~2022/02/252021/11/18 ~2022/02/182021/09/30 ~2022/07/022021/11/09 ~2022/06/07 |
Interest Rate 0.69% 0.70% 0.73% 0.69% 0.72% 0.66% 0.73% 0.73% 0.68% 0.64% ~0.68%0.69% ~0.76% |
Line of credit 900,000 250,000 300,000 500,000 250,000 550,000 500,000 500,000 554,600 250,000 500,000 |
Pledge orGuarantee |
|---|---|---|---|---|---|---|
Promissory note〃〃〃〃〃〃〃〃Promissory note 〃 |
255
Statement 5
Statement of Accounts Payable December 31, 2021 (In Thousands of New Taiwan Dollars)
Aurora Corporation
| Item Non-related party Others (Note) Related party Others (Note) |
Summary payment for goods payment for goods |
Amount | |
|---|---|---|---|
| $ 341,052 734 $ 341,786 |
Note: The balance of each item does not exceed 5% of the balance of this account.
256
Statement 6
Aurora Corporation
Statement of Long-term Loans December 31, 2021 (In Thousands of New Taiwan Dollars)
| Creditor Yuanta Commercial Bank Mega International Commercial Bank |
Summary 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 $ 500,000 150,000 $ 650,000 |
Contract Period (YYYY/MM/DD) 2021/11/15 ~2023/05/142021/12/29 ~2023/09/21 |
Interest Rate (%) 0.71% 0.825% |
Pledge or Guarantee |
|---|---|---|---|---|---|
| Promissory note " |
257
Statement 7
Aurora Corporation
Statement of Net Operating Revenue For the Year Ended December 31, 2021
(In Thousands of New Taiwan Dollars)
| Item MFPs System furniture Rental and revenue from printing service Other commodities Supplies |
Quantity (Set) 219,681 |
Amount | |
|---|---|---|---|
| $ 679,743 1,254,182 726,965 53,329 570,910 $ 3,285,129 |
258
Statement 8
Aurora Corporation
Statement of Operating Costs For the Year Ended December 31, 2021 (In Thousands of New Taiwan Dollars)
| 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 | |
|---|---|---|
| $ 16,301 219,478 10,257 ( 23,723) 222,313 25,022 55,761 303,096 7,824 ( 6,538) 304,382 479,421 1,614,580 ( 604,120 ) ( 128,085) 1,361,796 1,666,178 2,729 130,016 $ 1,798,923 |
259
Statement 9
Aurora Corporation
Statement of Operating Expenses For the Year Ended December 31, 2021 (In Thousands of New Taiwan Dollars)
| Item Salary expenses Depreciation expenses Insurance expenses Others (Note) |
Amount | ||
|---|---|---|---|
| Selling and marketing expenses $ 451,518 40,421 49,585 136,259 $ 677,783 |
General and administrative expenses |
||
| $ 226,629 66,590 21,357 78,733 $ 393,309 |
Note: The balance of each item does not exceed 5% of the balance of this account.
260
Statement 10
Aurora Corporation
Statement of Employee Benefits and Depreciation and Amortization Expenses by Function For the Years Ended December 31, 2021 and 2020
(In Thousands of New Taiwan Dollars)
| Employee benefits (Note) Salaries Labor and health insurance Pensions Remuneration Paid to Directors Others Depreciation Amortization |
2021 | 2021 | Total $ 602,157 73,404 36,960 10,861 133,843 $ 857,225 $ 247,177 $ 6,507 |
2020 | 2020 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Operation Costs $ 30,086 4,880 1,593 - 6,769 $ 43,328 $ 139,691 $ 186 |
Operation Expenses $ 572,071 68,524 35,367 10,861 127,074 $ 813,897 $ 107,011 $ 6,321 |
Non-operation Expenses $ - - - - - $ - $ 475 $ - |
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 $ - |
Total | ||||
| $ 604,352 69,313 38,769 10,861 131,394 $ 854,689 $ 247,248 $ 7,490 |
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Note 1. As of December 31, 2021 and 2020, the number of employees of the Company was 1,034 and 1,053, respectively. The number of directors who did not concurrently serve as employees was 6 and, 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$823 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$806 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$586 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))
- The average employee salary expense for the previous year was NT$577 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)).
-
(3) Change in average employee salary expense is 1.6% ((Average employee salary expense of the current year - Average employee salary expense of the previous year) / Average employee salary expense of the previous year).
-
(4) 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.
(Continued on the next page)
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(Continued from previous page)
- (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.
262
- f. The Company and its related companies had financial turnover difficulties in the most recent year and as of the date of publication of the annual report, the impact on the financial situation of the Company: None.
263
7. Review of Financial Conditions and Operating Results and Risk Matters
a. Financial Situation:
Comparative Analysis of Financial Position
Unit: NT$ thousand
| Year | Increase(Decrease) | Increase(Decrease) | ||
|---|---|---|---|---|
| Item | Year 2020 | Year 2021 | Amount | % |
| Current Assets | 10,895,709 | 10,657,461 | (238,248) |
(2.19) |
| Property, plant,and equipment | 2,315,741 | 2,543,920 |
228,179 |
9.85 |
| Intangible assets | 177,009 | 195,088 | 18,079 |
10.21 |
| Other Assets | 4,674,450 | 4,854,625 |
180,175 |
3.85 |
| Total Assets | 18,062,909 | **18,251,094 ** | 188,185 |
**1.04 ** |
| Current Liabilities | 6,619,633 | 7,000,463 |
380,830 |
5.75 |
| Long-term Loans | 1,340,000 | 1,130,000 |
(210,000) |
(15.67) |
| Other Liabilities | 1,179,129 | 1,193,997 | 14,868 |
1.26 |
| Total Liabilities | **9,138,762 ** | 9,324,460 |
185,698 | 2.03 |
| Capital Stock | 2,362,025 | 2,362,025 |
0 |
0.00 |
| Capital surplus | 1,941,799 | 1,939,269 | (2,530) | (0.13) |
| Retained earnings | 4,087,994 | 4,112,289 |
24,295 | 0.59 |
| Other Equity | 532,329 | 513,051 | (19,278) |
(3.62) |
| Total Equity | 8,924,147 | **8,926,634 ** |
**2,487 ** |
0.03 |
-
Analysis of changes in percentage increase or decrease exceeding 20%: None.
-
Effect of changes in financial position: There is no significant effect on the financial position.
-
Future response plan: Not applicable.
264
b. Financial Performance:
Comparative Analysis of Financial Performance
Unit: NT$ thousand
| Year | Increase(decrease) | Increase(decrease) | ||
|---|---|---|---|---|
| Item | Year 2020 | Year 2021 | Amount | % |
| Total Operating Revenue decrease: Return of sold goods Sales Allowance |
12,985,917 25,470 9,473 |
13,607,432 21,270 8,905 |
621,515 (4,200) (568) |
4.79 (16.49) (6.00) |
| Net Operating Revenue OperatingCosts |
12,950,974 7,152,644 |
13,577,257 7,567,572 |
626,283 414,928 |
4.84 5.80 |
| Gross Profit Realized(unrealized)salesprofit |
5,798,330 76,297 |
6,009,685 29,006 |
211,355 (47,291) |
3.65 (61.98) |
| Net Gross Profit Operating Expenses Operating Income Non-operating Income and Expenses |
5,874,627 4,357,247 1,517,380 508,048 |
6,038,691 4,569,998 1,468,693 551,706 |
164,064 212,751 (48,687) 43,658 |
2.79 4.88 (3.21) 8.59 |
| Income before Tax Income Tax Expense |
2,025,428 466,693 |
2,020,399 494,168 |
(5,029) 27,475 |
(0.25) 5.89 |
| Net Income | 1,558,735 | 1,526,231 |
(32,504) |
(2.09) |
-
Analysis of changes in the percentage of increase or decrease of more
-
than 20%: Decrease in realized sales profit: The increase in unrealized gain was mainly due to the increase in sales amount for the year.
-
The expected sales volume and its basis, the impact on the Company's future financial operations and the corresponding plan: Please refer to the "Letter to Shareholders".
265
c. Cash Flow:
- 1) Cash Flow Analysis for the Current Year
| Unit: NT$ thousand | Unit: NT$ thousand | |||
|---|---|---|---|---|
| Increase (decrease) in amount |
||||
| Year Item |
Change, by Percentage |
|||
Year 2020 |
Year 2021 | |||
| Cash and Cash Equivalents at Beginningof Year |
5,764,661 | 5,444,125 |
(320,536) |
(5.56) |
| Net Cash Flows Generated from OperatingActivities |
1,875,427 | 1,573,927 |
(301,500) |
(16.08) |
| Net Cash Flows Used in InvestingActivities |
(409,651) | (2,588,333) |
(2,178,682) |
531.84 |
| Net Cash Flows Used in FinancingActivities |
(1,907,932) | (1,650,283) |
257,649 |
(13.50) |
| Effect of Exchange Rate Changes |
121,620 | (85,583) |
(207,203) |
(170.37) |
| Cash and Cash Equivalents at End of Year |
5,444,125 | 2,693,853 |
(2,750,272) |
(50.52) |
The increase in net cash outflows from investing activities was mainly due to the increase in bank time deposits with original maturities of more than 3 months.
-
2) Improvement plan and liquidity analysis for illiquidity: there is no illiquidity situation of cash.
-
3) Cash liquidity analysis for future years
| Remedies for | Remedies for | ||||
|---|---|---|---|---|---|
| Cash at Beginning of Year |
Net Cash Flows | ||||
| Annual Cash | Cash Surplus | insufficient cash | |||
| from Operating | |||||
| Flow | (Deficit) | Investment | Financing | ||
| Activities | |||||
| Plan | plan | ||||
| 2,693,853 | 1,190,783 |
(994,810) |
2,889,826 |
- | ─ |
d. Effect of significant capital expenditures on financial operations in the most recent year:
-
1) The operation of significant capital expenditures in the last two years and the source of funds and the nature of capital expenditures to be invested in the next five years: None.
-
2) Expected Potential Productive Gains:
-
a) Estimated increase in production and sales volume, value and gross profit: not applicable.
-
b) Other benefit statement: Not applicable.
-
-
e. The most recent annual reinvestment policy, the main reasons for its profit or loss, the improvement plan and the investment plan for the next year:
-
1) The Company's reinvestment policy:
266
Aurora mainly reinvests in businesses which closely correlate to Aurora's major lines of business or high-performing businesses with promising prospects. The company's overall investment evaluation, implementation and control are in accordance with the company's the "Procedures for Acquisition or Disposal of Assets"
-
2) The investment income recognized by the Company under the equity method in 2021 was NT$235,655 thousand, which was mainly due to the recognition of the profit of the invested company.
-
3) Improvement plan and investment plan for the next year:
The Company will continue to focus on its business operations and has no investment plans for the coming year, except for capital expenditures to expand the scale of operations.
f. Analysis and assessment of risk matters for the most recent year and as of the date of publication of the annual report:
-
1) The impact of interest rate, exchange rate changes and inflation on the company's profit and loss and future countermeasures
-
a) Changes in interest rates: Currently, the domestic interest rate level is kept low, and the interest rate on the Company's borrowings is kept low relative to the Company's borrowing rate. Therefore, the decrease in interest expense is beneficial to the Company's profit.
-
b) Exchange rate movements: The Company's foreign currency liabilities are mainly denominated in United States dollars. It will closely observe the exchange rate market dynamics and take appropriate hedging operations.
-
c) Inflation: The Company’s sales are mainly in the domestic market. The Accounting Office predicts that the economic growth rate in 2022 will be about 4.42%. The price situation is expected to be stable. Inflationary pressures should be effectively controlled without significantly affecting the Company's profit or loss.
-
2) Policies for engaging in high-risk, high-profile investments, lending of funds to others, endorsement guarantees and derivative commodity transactions, main reasons for profits or losses and future response measures:
-
a) The Company does not engage in high-risk, high-risk investment.
-
b) The Company has the "Procedure for Lending Funds to Other Parties and or Guarante", the "Procedures for Endorsement and Guarantee" and the "Procedures for Acquisition or Disposal of Assets", which are actually handled in accordance with the regulations when performing such operations, and the risk control and internal audit are also conducted.
267
-
3) Future R&D plans and estimated R&D expenses: please refer to [5. Operation Overview].
-
4) The impact of important domestic and foreign policies and legal changes on the company's financial business and countermeasures:
The financial operations of Aurora were not affected by important policies adopted and changes in the legal environment at home and abroad.
- 5) The impact of technological changes (including information security risks) and industrial changes on the company's financial business and countermeasures:
The financial operations of Aurora were not affected by any developments in science and technology.
- 6) The impact of corporate image change on corporate crisis management and countermeasures:
The financial operations of Aurora were not affected by any changes in the corporate image.
- 7) Expected benefits, possible risks and countermeasures of M&A:
Aurora did not engage in any mergers and acquisitions.
- 8) Expected Benefits, Possible Risks and Countermeasures for Plant Expansion:
Aurora did not engage in any plant expansion.
- 9) Risks and countermeasures faced by centralized purchases or sales:
The company sells KONICA MINOLTA and SHARP company's office machine products to achieve economies of scale, resulting in the company's purchase amount of about 28% of the company's total purchase; the two parties also have OEM and distribution contracts, so there is little impact on the company's risks.
-
10) The impact, risks and countermeasures on the Company of a substantial transfer or exchange of equity by a director or a major shareholder holding more than ten percent:
-
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) Impact, risks and countermeasures of changes in operating rights on the Company:
There was no change in governance personnel or top management of Aurora.
-
12) Significant litigation, non-litigation or administrative contentious events, the results of which may have a material effect on shareholders' equity or the price of securities: None.
-
13) Other important risks and countermeasures: None.
268
- g. Other important matters: None.
269
8. Special Notes
a. Information on Affiliates
-
1) Consolidated Business Report of Affiliates
-
a) Relationship enterprise organization chart
Data Date: December 31, 2021
Aurora Corporation
==> picture [489 x 405] intentionally omitted <==
----- Start of picture text -----
91.13% 88.04% 70% 70% 55% 26%
Aurora Office AURORA KM Aurora General Ever Young
Automation (BERMUDA) Developing Machinery Integration Biodimension
Corporation INVESTMENT Solutions Equipment Technology Corporation
LTD. Co., Ltd. (Shanghai) Co., Ltd.
Co., Ltd.
100% 30% 25%
Aurora (China) Investment Co., Ltd.
100% 100% 66.67%
Aurora Office Aurora (China) 33.33% Aurora (Jiangsu)
Equipment Co., Co., Ltd. Enterprise
Ltd. Shanghai Development
Co., Ltd.
100% 70% 100% 70% Aurora
Aurora Office Aurora Cloud Sidiz Furniture (Shanghai)
Equipment Co., (Shanghai) Co., Ltd. E-Commerce
Ltd. Shanghai Technology Co., Ltd.
Office Co., Ltd.
automation
product sales
Co., Ltd.
----- End of picture text -----
270
b) Basic information of all related enterprises
December 31, 2021
Unit: NT$ thousand
| Date of | Actual paid-in | |||
|---|---|---|---|---|
| Name of Company | Address |
Main Business or Products | ||
| Incorporation | capital | |||
| Aurora Office Automation Corporation |
1975.11.07 | 13F, No. 2, Sec. 5, Xinyi Rd.,Xinyi Dist.,Taipei City |
NT$902,902 thousand |
Sale and maintenance of MFPs |
| AURORA(BERMUDA) INVESTMENT LTD. |
1995.04.28 | Cedar House, 41 Cedar Avenue, Hamilton HM 12,Bermuda |
USD 76,500 thousand |
Investment holding |
| Aurora (China) Investment Co., Ltd. |
1999.04.23 | Floor 36-37, No. 99 Insert a tag (Alt+1), Fucheng Road, Pudong New Area, Shanghai, China |
USD 76,500 thousand |
Investment holding |
| Aurora Office Equipment Co., Ltd. Shanghai |
1993.08.31 | No. 388, Jiaxin Road, Malu Town, Jiading District, Shanghai,China |
USD 33,000 thousand |
Manufacturing and sale of computers, MFPs, and communications equipment |
| Aurora (China) Co., Ltd. | 2000.01.25 | No. 369 Shenxia Road, Jiading District,Shanghai,China |
USD 30,000 thousand |
Manufacturing and sale of office furniture |
| Aurora Office Automation Sales Co., Ltd. Shanghai Co.,Ltd. |
2003.11.03 | No. 399 Hujiafu Road, Jiading District, Shanghai, China |
RMB 350,000 thousand |
Sales, leasing and agency sales of Aurora branded merchandise |
| Aurora Cloud (Shanghai) Technology Co., Ltd. |
2016.11.11 | Room 294H, Building 2, No. 750, Linyuan Street, Zhujing Town, Jinshan District, Shanghai,China |
RMB 10,000 thousand |
Sale of printing and office equipment and furniture and consulting service |
| Sidiz Furniture Co., Ltd. | 2012.08.20 | No. 388, Jiaxin Road, Malu Town, Jiading District, Shanghai,China |
RMB 50,000 thousand |
Production and sale of furniture |
| General Integration TechnologyCo.,Ltd. |
1992.08.11 | No. 343, Chongqing Rd., Xitun Dist.,TaichungCity |
NT$ 99,360 thousand |
Sale and maintenance of MFPs |
| KM Developing Solutions Co., Ltd. |
2016.04.01 | 16F, No. 2, Sec. 5, Xinyi Rd., Xinyi Dist., Taipei City |
NT$100,000 thousand |
Wholesale and retail of information software, computers, and office equipment |
| Ever Young Biodimension Corporation |
2016.11.17 | No. 343, Chongqing Rd., Xitun Dist.,TaichungCity |
NT$ 33,000 thousand |
Wholesale of precision instruments |
| Aurora Machinery Equipment (Shanghai) Co., Ltd. |
2018.08.03 |
Room 522, No. 1, Keelung Road, China (Shanghai) Pilot Free Trade Zone |
RMB 25,000 thousand |
Wholesale of mechanical and electronic equipment, internet communication equipment, and computer software and hardware |
| Aurora (Jiangsu) Enterprise Development Co., Ltd. |
2019.05.16 | North of Bihua Road and west of Jindu Road, Nantong High-tech Industrial Development Zone |
RMB 300,000 thousand |
Reinvestment and property lease |
| Aurora (Shanghai) E-Commerce Co., Ltd. |
2015.12.16 | Room 299A, Building 2, No. 750, Linyuan Street, Zhujing Town, Jinshan District, Shanghai |
RMB 5,000 thousand |
E-platform |
c) It is presumed that there is control over the same shareholder information as the affiliated person: None.
-
d) The industry covered by the overall relationship enterprise's business: providing complete services for the trading and manufacturing industry.
-
e) Information on the directors, supervisors and general manager of each related enterprise:
271
December 31, 2021 Unit: NT$ thousand; shares; %
| Shareholding | Shareholding | |||
|---|---|---|---|---|
| Name of Company | Job Title | Name or Representative | NumberofShares | Shareholdingratio |
| Aurora Office Automation Corporation |
Chairman Supervisor President |
Representative of Aurora Corporation: Chen Zhensheng Chen Chen-Mei Lin Chin-Pao |
82,277,763 | 91.13% |
| AURORA (BERMUDA) INVESTMENT LTD. |
Chairman Director Director |
Yuan Hui-Hua Chen Yung-tai Wu Chun |
USD 67,350 | 88.04% |
| Aurora (China) Investment Co., Ltd. |
Chairman Director Director Supervisor |
Yuan Hui-Hua Chen Yung-tai Wu Chun Ma Chih-Hsien |
USD 76,500 |
100.00% |
| Aurora Office Equipment Co., Ltd. Shanghai Ltd. Shanghai |
Chairman Director Director Supervisor |
Yuan Hui-Hua Chen Yung-tai Wu Chun Ma Chih-Hsien |
USD 33,000 |
100.00% |
| Aurora (China) Co., Ltd. | Chairman Director Director Supervisor |
Yuan Hui-Hua Chen Yung-tai Chou Chi-Cheng Ma Chih-Hsien |
USD 30,000 |
100.00% |
| Aurora Office Equipment Co., Ltd. Shanghai Office automation product sales Co., Ltd. |
Chairman Director Director Supervisor |
Yuan Hui-Hua Chen Yung-tai Chou Chi-Cheng Wu Chun |
RMB 350,000 |
100.00% |
| Aurora Cloud (Shanghai) Technology Co., Ltd. |
Chairman Director Director Supervisor |
Wu Chun Yuan Hui-Hua Chou Ming-Chung Ma Chih-Hsien |
RMB 10,000 | 70.00% |
| Sidiz Furniture Co., Ltd. | Chairman Director Director Supervisor |
Lo Wan-Jen Yuan Hui-Hua Chou Chi-Cheng Ma Chih-Hsien |
RMB 50,000 | 100.00% |
| Aurora (Jiangsu) Enterprise Development Co., Ltd. |
Chairman Director Director Supervisor |
Yuan Hui-Hua Chou Chi-Cheng Lo Wan-Jen Wu Jun |
RMB 300,000 | 100.00% |
| General Integration Technology Co., Ltd. |
Chairman Director Director Supervisor |
Chi Chung-Nan Representative of Aurora Corporation: Yuan Hui-Hua Representative of Aurora Corporation: Chen Zhensheng Chen Li-Chen |
5,464,800 | 55.00% |
| KM Developing Solutions Co., Ltd. |
Chairman Director Director Supervisor |
Representative of Aurora Corporation: Ma Chih-Hsien Representative of Aurora Corporation:Yuan Hui-Hua Japanese Company Konica MINOLTA, Inc Representative: Kazuyuki Tsukamoto Chen Cheng-Sen |
7,000,000 | 70.00% |
272
| Shareholding | Shareholding | |||
|---|---|---|---|---|
| Name of Company | Job Title | Name or Representative | NumberofShares | Shareholdingratio |
| Ever Young Biodimension Corporation |
Chairman Director Director Director Director Director Director Supervisor Supervisor |
Yang Li-Hui Representative of Aurora Corporation: Yuan Yanhua Representative of Aurora Corporation: Chen Zhensheng Representative of General Integration Technology Co., Ltd. : Ji Chongnan Representative of General Integration Technology Co., Ltd. : Zhang Min male 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 MaChih-Hsien |
RMB 25,000 thousand |
100.00% |
| Aurora (Shanghai) E-Commerce Co., Ltd. |
Chairman Supervisor |
Yuan Hui-Hua ChenChi |
RMB 5,000 thousand |
70.00% |
f) Operational overview of each affiliated company
December 31, 2021
| December 31, 2021 | December 31, 2021 | December 31, 2021 | December 31, 2021 | December 31, 2021 | December 31, 2021 | December 31, 2021 | December 31, 2021 | |
|---|---|---|---|---|---|---|---|---|
| Unit: NT$ thousand | ||||||||
| Earnings | ||||||||
Profit or |
||||||||
| Name of | Total | Total | Net | Operating | Operating | Per Share | ||
| Capital | Loss |
|||||||
| Company | Assets | Liabilities | Worth |
Revenue | Profit | (NT$) | ||
| (after tax) | ||||||||
| (after tax) | ||||||||
| AURORA | 2,328,350 |
11,133,452 | 2,667,759 | 8,465,693 | 9,236,222 |
806,463 |
810,020 |
10.59 |
| (BERMUDA) | ||||||||
| INVESTMENT | ||||||||
| LTD. | ||||||||
| Aurora Office | 902,902 | 3,201,873 | 898,002 |
2,303,871 | 824,968 |
162,061 |
281,230 |
3.11 |
| Automation | ||||||||
| Corporation | ||||||||
| General | 99,360 | 300,166 |
104,282 |
195,884 |
142,174 |
405 |
14,946 |
1.50 |
| Integration | ||||||||
| Technology | ||||||||
| Co.,Ltd. | ||||||||
| KM | 100,000 | 211,429 |
55,640 |
155,789 |
286,684 |
42,980 |
34,864 |
3.49 |
| Developing |
273
| Earnings | ||||||||
|---|---|---|---|---|---|---|---|---|
Profit or |
||||||||
| Name of | Total | Total | Net | Operating | Operating | Per Share | ||
| Capital | Loss |
|||||||
| Company | Assets | Liabilities | Worth |
Revenue | Profit | (NT$) | ||
| (after tax) | ||||||||
| (after tax) | ||||||||
| Solutions Co., | ||||||||
| Ltd. | ||||||||
| Ever Young | 33,000 | 24,435 |
7,829 |
16,606 |
15,456 |
(7,883) |
115 |
0.03 |
| Biodimension | ||||||||
| Corporation | ||||||||
| Aurora | 112,549 |
68,226 |
18,276 |
49,950 |
48,051 |
(9,733) |
(8,273) |
(0.33) |
| Machinery | ||||||||
| Equipment | ||||||||
| (Shanghai) Co., | ||||||||
| Ltd. |
Note: AURORA (BERMUDA) INVESTMENT LTD. A summary of the disclosed operations is included in the Consolidated Financial Statements. The subsidiaries are as follows:
Aurora (China) Investment Co., Ltd. and its subsidiaries;
-
(1) Aurora (China) Co., Ltd.
-
(2) Aurora Office Equipment Co., Ltd. Shanghai
-
(3) Aurora (Jiangsu) Enterprise Development Co., Ltd.
-
(4) Aurora Office Automation Sales Co., Ltd. Shanghai
-
(5) Aurora Cloud (Shanghai) Technology Co., Ltd.
-
(6) Sidiz Furniture Co., Ltd.
-
(7) Aurora (Shanghai) E-Commerce Co., Ltd.
274
- 2) Consolidated Financial Statements of Affiliates
Declaration of Consolidated Financial Statements of Affiliates
In the year of 2021 (from January 1st to December 31st, 2021), according to the "Standards for the Preparation of Related Business Consolidated Financial Statements and Related Business Reports", companies that should be included in the preparation of related business consolidated financial statements and According to IFRS 10, the companies that should be included in the preparation of the consolidated financial report of the parent and subsidiary are the same, and the relevant information that should be disclosed in the consolidated financial statement of the related enterprise has been disclosed in the previous consolidated financial report of the parent and subsidiary, and will not be prepared separately Consolidated financial statements of related companies.
Sincerely,
Company name: Aurora Corporation
Person in charge: Yuan Hui-hua
March 16, 2022
- 3) Related enterprise report: None.
275
-
b. As of the date of publication of the latest annual and annual reports, the status of the handling of private placement securities: None.
-
c. As of the printing date of the latest annual and annual reports, the subsidiary held or disposed of the company's shares:
Unit: NT$ thousand; shares; %
| Shareholding | Amount | Shares Held and | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Makin of | |||||||||||
| Name of |
Paid-in |
Source | percentage | Date of | and | Amount and | Investment |
Amount Up to the | g Endorsements/ |
Loaning of | |
| of | of the | Acquisition or | Number |
Number of Shares | Date of | Pledge | Funds to | ||||
| Subsidiary | Capital | Capital | company | Disposal |
of Shares |
Disposed of | Income | Publication of the | Guarantees to |
Subsidiary | |
(%) |
Acquired | 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 1,135,959 |
- | - | - |
-
d. Other necessary supplementary notes: None.
-
e. Events that have a significant impact on shareholders' equity or securities prices as specified in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act occurred in the most recent year and up to the date of publication of the annual report: None.
276
Aurora Corporation
Chairman of the Board: