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EVERSPRING — Annual Report 2021
Nov 15, 2021
52050_rns_2021-11-15_960efe0b-c79e-4f31-8d78-fd545433cbe4.pdf
Annual Report
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TSE:2390
EVERSPRING INDUSTRY CO., LTD. & SUBSIDIARIES
Consolidated Financial Statements for the Years Ended December 31, 2021 and 2020 and Independent Auditors’ Report
Address : 3F., No. 50, Sec. 1, Zhonghua Rd., Tucheng Dist., New Taipei City Phone : (02)2260-6868
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§Contents§
| §Contents§ | |
|---|---|
| Items Page 1. Cover 1 2. Contents 2 3. Consolidated Financial Statements of Affiliated Company 3 4. Auditors’ Report 4~7 5. Consolidated Balance Sheet 8 6. Consolidated Comprehensive Income 9~11 7. Consolidated Statements of Changes in Equity 12 8. Consolidated Statements of Cash Flows 13~15 9. Notes to Consolidated Financial Statements for the Years Ended December 31, 2021 and 2020 (1) General 16 (2) The Authorization of Financial Statements 16 (3) Application of New and Revised International Financial Reporting Standards 16~18 (4) Summary of Significant Accounting Policies 19~30 (5) Critical Accounting Judgements and Key Sources of Estimation and Uncertainty 30 (6) Explanation of Major Accounting Items 31~64 (7) Transactions with Related Parties 65~67 (8) Pledged Assets 67 (9) Significant Contingent Liabilities and Unrecognized Commitments 67 (10) Significant Post-Period Events 67 (11) Other Items 67~69 (11) Supplementary Disclosures 1. Related Info. Regarding Critical Transactions 69~70, 72~74 2. Related Info. Regarding Trans-Investment Business 69~70, 75~76 3. Investment Info. in Main China 69~71, 77~78 4. Business Relations Between Parent and Subsidiaries and Important Transactions 71~72, 79 5. Major Shareholders Information 72, 80 (12) Segment Information 70~71 |
Notes No. |
| - - - - - - - - 1 2 3 4 5 6-31 32 33 34 35 36, 37 38 38 38 38 38 39 |
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REPRESENTATION LETTER
The entities that are required to be included in the combined financial statements of EVERSPRING INDUSTRY PTE LTD., as of and for the year ended December 31, 2021, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, EVERSPRING INDUSTRY PTE LTD., and Subsidiaries do not prepare a separate set of combined financial statements.
COMPANY NAME: EVERSPRING INDUSTRY CO., LTD. OWNER: Chang Tse Ling
MARCH 23, 2022
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INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders EVERSPRING INDUSTRY CO., LTD.
Opinion
We have audited the accompanying consolidated financial statements of EVERSPRING INDUSTRY CO., LTD. and its subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statement present fairly. In all material respects, the consolidated financial position of the Company as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Focused Events
As described in Consolidated Financial Statements Notes 1 & 36, EVERSPRING INDUSTRY CO., LTD. absorbed and merged the subsidiary AUSPISTEK CORPORATION with 100% shares on December 1,2020. The merge was the reorganization under mutual control and was handled in accordance with the IFRS Q&A announced by the Accountant Research & Development Consortium Foundation and the related explanations. It should be deemed to have been consolidated from the beginning and re-edited individual financial statements for the comparison period. Since AUSPISTEK CORPORATION was originally included in the consolidated preparation subject, and the above matters have no impact on the consolidated financial statements. Therefore, the accountant did not revise the audit opinion for this reason.
Key Audit Matters
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 for the year ended December 31, 2021. These matters were addressed in the context of our audit
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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 matter for the Company’s consolidated financial statements for the year ended December 31, 2021 are stated as follows.
Income recognition of sales revenue
Based on the audit regulations over income preset recognition, there are significant audit risks. EVERSPRING INDUSTRY CO., LTD. and its subsidiaries are continuing actively to promote the sale of smart home safety control systems, smart lighting fixtures and smart sensors, etc. As a single shipping amount from EVERSPRING INDUSTRY CO., LTD. and its subsidiaries to some specific customers is much higher than to others, this sales amount of the customer holds significant impact on the consolidated financial statements. The authenticity of sales revenue from the specific customer’s single shipping amount are listed as key audit items. Please refer to Consolidated Financial Statements Notes 4(14) and 25.
In response to the above key audit items, the auditor performs the main inspection procedures as follows:
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To understand, evaluate and test the effectiveness of the design and implementation of the internal control system related to income recognition.
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To obtain the sales revenue details of some specific customers in the year 2021, and check the original orders, shipping orders, invoices and other related documents of the related transactions, and compare them with the entered amount, to check and confirm the authenticity of income.
Other matters
In addition, the financial statements of Medigen Biotechnology Corporation were included in the open financial statements. The financial statements of the investee company Medigen Biotechnology Corporation were checked by the equity method in the Republic of China in 2021 and 2020 by other accountants. Therefore, the accountant indicated his opinion that the investments of these investee companies using the equity method and their investment gains and losses are recognized based on the audit reports of other accountants. The amount of investment in these investee companies using the equity method as of December 31, 2021 and 2020 was NT$521,930,000 and NT$453,913,000, respectively, which accounted for 12% and 16% of the total consolidated assets, respectively. The share of profits and losses of affiliated companies recognized by the equity method of other investee companies were losses of NT$6,611,000 and NT$40,922,000 respectively, accounting for (0.4)% and (20)% of the consolidated net loss before tax.
EVERSPRING INDUSTRY CO., LTD. has prepared individual financial statements for the year 2021 and 2020 of the Republic of China, and the audit report with unqualified opinions and other matters issued by the accountant is recorded for reference.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
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In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or ceases operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the 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 consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
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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 describe these matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2021 and are therefore the key audit matters.
We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Ming-Chung Hsieh and Yu-Shiou Su.
DELOITTE & TOUCHE TAIPEI, TAIWAN Republic of China Ming-Chung Hsieh Yu-Shiou Su FSAC Approval Number:No. FSAC Approval Number:No. Financial-Supervisory-Securities-Auditing-100 Financial-Supervisory-Securities-Auditing-10 0028068 40024195
March 23, 2022
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EVERSPRING INDUSTRY CO., LTD. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2021 & 2020
Unit: In Thousands of NTD
| Code 1100 1110 1120 1136 1150 1160 1172 1180 1200 130X 1460 1479 11XX 1510 1520 1535 1550 1600 1755 1760 1821 1840 1920 1990 15XX 1XXX Code 2100 2130 2150 2170 2219 2230 2260 2280 2320 2399 21XX 2540 2550 2570 2580 2645 25XX 2XXX 3110 3200 3320 3350 3300 3410 3420 3400 31XX 36XX 3XXX |
ASSETS Current Assets Cash & cash equivalents (Note 6) Financial assets at fair value through profit or loss (Note 7) Financial assets at fair value through other comprehensive income-current (Note8) Financial assets measured at amortized cost-current (Note 9) Notes receivable net (Note10) Notes receivable net from related parties (Note 10 & 32) Accounts receivable (Note 10) Accounts receivable net from related parties (Note 10 & 32) Other accounts receivable (Note 10) Inventories (Note 11 & 33) Non-current assets for sale (Note 13) Other current assets-others (Note 19) Total current assets Non-current assets Financial assets at fair value through profit & loss-non-current (Note 7) Financial assets at fair value through other comprehensive income-non-current (Note 8) Financial assets measured at amortized cost-non-current (Note 9) Investment accounted for using the equity method (Note 14) Property, plant and equipment (Note 15 & 33) Right-of-use assets (Note 16) Net investment property (Note 17 & 33) Other Intangible assets (Note 18) Deferred Income tax assets (Note 27) Refundable deposits Other non-current assets (Note 19) Total non-current assets Total Assets LIABILITIES AND EQUITY Current Liabilities Shot-term loans (Note 20) Contract liabilities-current (Note 25) Bills payable (Note 21) Accounts payable (Note 21) Other accounts payable (Note 22) Current income tax liabilities (Note 27) Liabilities directly related to non -current assets to be sold (Note 13) Lease liability current (Note 16) Long-term loans due within one year (Note 20) Other current liabilities (Note 22) Total current assets Non-current Liabilities Long term loans (Note 20) Net defined benefit liability-non-current (Note 23) Deferred income tax liabilities (Note 27) Lease liabilities-non-current (Note 16) Guarantee deposits (Note 22) Total non-current liabilities Total liabilities Equity Attributable to the Shareholders of the Company (Note 24) Capital Stock Common stock Capital surplus Retained Earnings Special earnings surplus Unappropriated earnings Total retained earnings Total Other Equity Conversion difference in the conversion of financial statements of foreign operating organizations Unrealized gains and losses of financial assets measured at fair value through other comprehensive gains and losses Total other equity Total owner's equity of the Company Non-controlling interests Total equity Total liabilities and equity |
December 31,2021 | December 31,2021 | % 29 25 - - - - 2 - - 13 - 1 70 - 2 3 12 6 - 6 1 - - - 30 100 2 1 - - 4 1 - - 1 - 9 1 - - - - 1 10 49 12 1 28 29 - - - 90 - 90 100 |
December 31,2020 | December 31,2020 | |||
|---|---|---|---|---|---|---|---|---|---|
| Amount $ 1,263,324 1,073,734 337 3,000 6,039 - 81,309 142 5,408 562,775 - 28,373 3,024,441 1,077 72,406 119,908 521,930 244,020 16,017 264,668 24,490 22,401 14,006 2,152 1,303,075 $ 4,327,516 $ 70,000 42,597 3,013 22,987 162,875 26,742 - 6,444 25,332 7,623 367,613 28,970 1,093 405 9,657 8,566 48,691 416,304 2,140,216 532,497 45,041 1,204,068 1,249,109 11,703 ) 817 10,886 ) 3,910,936 276 3,911,212 $ 4,327,516 |
Amount $ 371,375 388,299 188 21,000 4,731 961 50,857 3,905 260 529,027 335,082 16,943 1,722,628 991 53,990 - 453,913 262,615 12,433 270,471 57,795 82,503 9,842 1,427 1,205,980 $ 2,928,608 $ 136,735 69,617 725 7,240 60,367 10,511 87,195 5,028 25,160 5,719 408,297 152,303 1,486 - 7,465 7,768 169,022 577,319 2,140,216 454,830 45,041 221,237 ) 176,196 ) 48,974 ) 18,849 ) 67,823 ) 2,351,027 262 2,351,289 $ 2,928,608 |
% | |||||||
( ( |
( ( ( ( ( |
( ( ( ( |
13 13 - 1 - - 2 - - 18 11 1 59 - 2 - 16 9 - 9 2 3 - - 41 100 5 3 - - 2 - 3 - 1 - 14 5 - - - 1 6 20 73 15 2 8 ) 6 ) 2 ) - 2 ) 80 - 80 100 |
The accompanying notes are an integral part of the consolidated financial statements (Please refer to the audit report of the Deloitte & Touche on Mar. 23, 2022)
Chairman: Chang Tse Ling Manager: Chang Tse Ling Accounting Supervisor: Li Hsiu Ting
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EVERSPRING INDUSTRY CO., LTD. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FROM JANUARY 1 TO DECEMBER 31 2021 & 2020
| Code Operating Income (Note 25 & 32) 4110 Sales Revenue 4600 Labor Income 4800 Other Operating Income 4000 Total Operating Income Operating Expenses (Note 26) 5110 Sale Expenses 5600 Labor Expenses 5800 Other Operating Expenses 5000 Total Operating Expenses 5900 Operating Gross Profit Operating Expenses (Note 26 & 32) 6100 Marketing Expenses 6200 Managing Expenses 6300 Research and Development Expenses 6450 Expected Credit Impairment (returning benefit) Loss 6000 Total Operating Expenses 6900 Net Operating Loses Non-operating Income and Expenses 7010 Other Income (Note 26) 7020 Other Profits and Losses (Note 26) 7050 Financial Expenses (Note 26) 7060 Share of Profits and Losses of Affiliated Companies Recognized Using the Equity Method 7100 Interest Income (Note 26) 7000 Total Non-operating Income and Expenses |
2021 | ||
|---|---|---|---|
(To be continued on the next page)
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(Continued from the previous page)
| Code 7900 Profits Before Tax (loss) 7950 Income Tax Expenses (Note 27) 8200 Net Profit (loss) for the Period Other comprehensive gains and losses this year (net) 8310 Items not reclassified subsequently to profit or loss 8311 Remeasurement of Defined Benefit Obligation 8316 Unrealized gain on investments in equity instruments at fair value through other comprehensive income 8320 Share of other comprehensive profits and losses of subsidiaries and affiliates 8360 Item that may be reclassified subsequently to profit and loss 8361 Exchange differences arising in translation of foreign operations 8370 Share of other comprehensive profits and losses of affiliates recognized using the equity method 8300 Total other comprehensive profit and loss (net) 8500 Total comprehensive profit and loss for the year Net surplus (loss) attributable to 8610 Shareholders of the Company 8620 Non-controlling interests 8600 |
2021 | ||
|---|---|---|---|
(To be continued on the next page)
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(Continued from the previous page)
| Code The total comprehensive profit and loss is attributable to 8710 Shareholders of the Company 8720 Non-controlling interests 8700 Earnings (loss) per share (Note 28) 9710 Basic 9810 Diluted |
2021 | % 243 - 243 |
2020 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 1,439,369 14 $ 1,439,383 $ 6.67 $ 6.58 |
Amount $ 199,124 42 $ 199,166 $ 0.91 $ 0.91 |
% | ||||||
| 38 - 38 |
The accompanying notes are an integral part of the consolidated financial statements (Please refer to the audit report of the Deloitte & Touche on Mar. 23,2022)
Chairman: Chang Tse Ling Manager: Chang Tse Ling Accounting Supervisor: Li Hsiu Ting
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EVERSPRING INDUSTRY CO., LTD. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FROM JANUARY 1 TO DECEMBER 31 2021 & 2020
(In Thousands of New Taiwan Dollars)
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENTCOMPANY OTHERS
RETAINED EARNINGS
| Code A1 Balance, January 1, 2020 C7 Changes in related parties recognition of using equity method D1 Net income in 2020 D3 Other comprehensive income(loss) in 2020, after income tax D5 Total comprehensive income (loss) in 2020 Z1 Balance, December 31, 2020 C7 Changes in equities recognition of associates in using equity method D1 Net income in 2021 D3 Other comprehensive income(loss) in 2021, after income tax D5 Total comprehensive income in 2021 Q1 Disposal of investments in equity instruments at fair value through other comprehensive income M3 Subsidiaries liquidation Z1 Balance, December 31, 2021 |
Common stock $ 2,140,216 - - - - 2,140,216 - - - - - - $ 2,140,216 |
Capital reserve $ 385,666 69,164 - - - 454,830 77,667 - - - - - $ 532,497 |
Special capital reserve $ 45,041 - - - - 45,041 - - - - - - $ 45,041 |
Unappropriated earnings ( $ 416,242 ) - 195,268 ( 263 ) 195,005 ( 221,237 ) - 1,426,567 68 1,426,635 ( 1,330 ) - $ 1,204,068 |
Foreign Currency Translation Reserve ( $ 40,372 ) - - ( 8,602 ) ( 8,602 ) ( 48,974 ) - - ( 5,602 ) ( 5,602 ) - 42,873 ($ 11,703 ) |
Unrealized Gain (Loss) on Financial Assets at fair value Through Other Comprehensive Income ( $ 31,570 ) - - 12,721 12,721 ( 18,849 ) - - 18,336 18,336 1,330 - $ 817 |
Total $ 2,082,739 69,164 195,268 3,856 199,124 2,351,027 77,667 1,426,567 12,802 1,439,369 - 42,873 $ 3,910,936 |
Non-controlling interests $ 220 - 55 13 ) 42 262 - 22 8 ) 14 - - $ 276 |
Total equity | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
( ( |
$ 2,082,959 69,164 195,323 3,843 199,166 2,351,289 77,667 1,426,589 12,794 1,439,383 - 42,873 $ 3,911,212 |
The accompanying notes are an integral part of the consolidated financial statements
(Please refer to the audit report of the Deloitte & Touche on Mar. 23,2022)
Chairman: Chang Tse Ling
General manager: Chang Tse Ling
Accounting supervisor: Li Hsiu Ting
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EVERSPRING INDUSTRY CO., LTD. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FROM JANUARY 1 TO DECEMBER 31 2021 & 2020
Unit: In Thousands of NTD
| Code Cash flows from operating activities A10000Net profit (Loss)before tax for the current period A20010Income and expense items that do not affect cash flows A20100 Depreciation expenses A20200 Amortization expenses A20300 Expected credit impairment (returning benefit) loss A20400 Gain on financial instruments at fair value through profit or loss net A20900 Financial costs A21200 Interest income A21300 Dividend income A22300 Share of losses of affiliated companies using the equity method A22500 Loss (Gain) on disposal of property, plant andequipment A22600 Property, plant andequipment rendering as costs A22800 Loss in disposing intangible assets A22900 Lease modification benefits A23100 Disposal of investment interests A23200 Disposal of investment interests using the equity method A30000Net changeable number for operating in assets and liabilities A31130 Bills receivable A31140 Bill receivable-related parties A31150 Accounts receivable A31160 Accounts receivable-related parties A31180 Other receivables A31190 Other receivables-related parties A31200 Inventories A31240 Other current assets A32125 Contract liabilities A32130 Bills payable A32150 Accounts payable A32180 Other payables A32190 Other payable-related parties |
2021 $1,537,253 34,100 24,325 ( 366 ) ( 572,364 ) 2,186 ( 891 ) ( 145 ) 6,611 1,285 10,915 9,036 ( 8 ) ( 877,192 ) ( 223,712 ) - ( 1,308 ) 961 ( 30,086 ) 3,763 ( 5,148 ) - ( 33,520 ) ( 11,377 ) ( 27,020 ) 2,288 ( 656 ) 99,192 - |
2020 |
|---|---|---|
| $ 202,270 47,622 28,077 ( 310 ) ( 198,046 ) 4,943 ( 1,157 ) ( 92 ) 40,922 ( 207 ) - 423 ( 72 ) - ( 111,681 ) ( 50,589 ) 681 ( 961 ) 20,464 ( 100 ) 2,900 10 17,123 26,613 13,813 ( 762 ) ( 11,233 ) ( 15,077 ) ( 5,279 ) |
(To be continued on the next page)
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(Continued from the previous page)
| Code A32230 Other current liabilities A32240 Net defined benefit liabilities A33000 Cash generated from operations A33300 Interest paid A33500 Income tax paid AAAANet cash inflow (outflow) from operating activities Cash Flows from Investing Activities B00030 Financial assets measured at fair value through other comprehensive gains and losses B00040 Financial assets at amortized cost B00100 Financial assets measured at fair value through profit and loss B00200 Disposal of financial assets measured at fair value through profit or loss B00300 Financial assets measured at fair value through profit and loss, capital reduction and return of shares B01500 Disposal of long-term equity investment using equity method B02300 Payments from subsidiary liquidation B02700 Purchase property, plant & equipment B02800 Disposal of property, plant & equipment B03800 Increase of guarantee deposits B04500 Purchase intangible assets B07200 Prepaid equipment decrease (increase) B07500 Interests received B07600 Dividends received B09900 Increase in other current assets BBBB Net cash inflow from investing activities Cash flow from financing activities C00100 Increase (Decrease) in short-term borrowing C01600 Long-term loans C01700 Long-term loan repayment C03100 Guarantee Increase (decrease) in deposits C04020 Lease principal repayment |
|
|---|---|
(To be continued on the next page)
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(Continued from the previous page)
| Code CCCC Net cash inflow (outflow) from financing activities DDDD Impact of exchange rate changes on cash and cash equivalents EEEE Net increase in cash and cash equivalents E00100 Balance of cash and cash equivalents at the beginning of the year E00200 Balance of cash and cash equivalents at the end of the year Adjustment of Cash and Cash Equivalents at the End of |
|
|---|---|
Code E00210 Cash and cash equivalents E00240 Cash and cash equivalents included in the group of disposals pending sale E00200 Adjustment of year-end cash and cash equivalents |
|
The accompanying notes are an integral part of the consolidated financial statements (Please refer to the audit report of the Deloitte & Touche on Mar. 23, 2022)
Chairman: Chang Tse Ling Manager: Chang Tse Ling Accounting Supervisor: Li Hsiu Ting
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EVERSPRING INDUSTRY CO., LTD. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
1. GENERAL
- Everspring Industry Co., Ltd (the “Group” or “Everspring”), a Republic of China (R.O.C.) corporation, was incorporated in New Taipei City on April, 1980. The Company started business in April of the same year. The main business is the manufacturing, reprocessing and trading of burglar alarm and other electronic products and parts.
On November 15, 1996, the Group’s shares were traded on the ROC Over-the-Counter Securities Exchange [ROSE]. On June 15, 1999, the Group’s shares were listed on the Taiwan Stock Exchange (TWSE).
To enhancing the business benefits and brand integration of Everspring, the Group planned to reorganize of the group. On November 11, 2020, the board of directors (Everspring Industry Co., Ltd) resolved business combination with Auspistek Corporation. The reference date for the merger was December 1, 2020. Everspring would be the surviving company while Auspistek Corporation would be dissolved in the merger. For details, please refer Note 30.
This consolidated financial statement is denominated in NT Dollar, the functional currency of the Everspring.
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THE AUTHORIZATION OF FINANCIAL STATEMENTS
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The accompanying consolidated financial statements were approved and authorized for issue by the Board of Directors on March 23, 2022.
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APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS
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(a) Initial application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations (IFRIC) and Interpretation Announcements (SIC) (hereinafter referred to as "IFRSs") recognized and issued into effect by the Financial Supervisory Commission (FSC)
The application of amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs recognized and issued by the Financial Supervisory Commission (abbreviated as FSC below) did not have a significant impact on the Group’s accounting policies:
- (b) The IFRSs endorsed by the FSC for application starting from 2022
| New,Revised or Amended Standards & Interpretations Annual Improvements to IFRS Standards 2018–2020 Amendments to IFRS 3 “Reference to the Conceptual Framework” Amendments to IAS 16 “Property, Plant and Equipment – |
Effective Date Announced byIASB |
|---|---|
| January 1, 2022 (Note 1) January 1, 2022 (Note 2) January 1, 2022 (Note 3) |
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| New,Revised or Amended Standards & Interpretations Proceeds before Intended Use” |
Effective Date Announced byIASB |
|---|---|
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Amendments to IAS 37 “Onerous Contracts–Cost of Fulfilling a January 1, 2022 (Note 4) Contract”
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Note 1: The amendments to IFRS 9 will be 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” will be 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” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.
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Note 2: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.
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Note 3: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
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Note 4: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.
As of the date the consolidated financial statements were authorized for issue, the Group evaluated that there is no significant impact on its financial position and financial performance as a result of the initial adoption of the aforementioned standards or interpretations and related applicable period.
(c) The IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC
| Effective Date Issued | |
|---|---|
| New,Revised or Amended Standards and Interpretations | byIASB(Note 1) |
| Amendments to IFRS 10 and IAS 28 “Sale or Contribution of | To be determined by IASB |
| 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 and | January 1, 2023 |
| IFRS 19 – Comparative Information” | |
| Amendments to IAS 1 “Classification of Liabilities as Current or | January 1, 2023 |
| Noncurrent” | |
| Amendments to IAS 1 “Disclosure of Accounting Policies” | January 1, 2023 (Note 2) |
| Amendments to IAS 8 “Definition of Accounting Estimates” | January 1, 2023 (Note 3) |
| Amendments to IAS 12 “Deferred Tax related to Assets and | January 1, 2023 (Note 4) |
| Liabilities Arising from a Single Transaction” | |
| Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods | |
| beginning on or after their respective effective dates. | |
| Note 2: The amendments will be applied prospectively for annual reporting periods beginning on or |
|
| after January 1, 2023. | |
| Note 3: The amendments are applicable to changes in accounting estimates and changes in |
|
| accounting policies that occur on or after the beginning of the annual reporting period | |
| beginning on or after January 1, 2023. | |
| Note 4: Except for the recognition of deferred tax for the |
temporary differences of lease and |
| decommissioning obligations on January 1, 2022, the | amendment applies to all transactions |
| after January 1, 2022. |
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Amendments to IAS 1 “Disclosure of Accounting Policies”
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The amendments specify that the Company should refer to the definition of material to determine its material accounting policy information to be disclosed. Accounting policy information is material if it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The amendments also clarify that:
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Accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed;
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The Group may consider the accounting policy information as material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial; and
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Not all accounting policy information relating to material transactions, other events or conditions is itself material.
The amendments also illustrate that accounting policy information is likely to be considered as material to the financial statements if that information relates to material transactions, other events or conditions and:
(1) The Group changed its accounting policy during the reporting period and this change resulted in a material change to the information in the financial statements;
(2) The Group chose the accounting policy from options permitted by the standards;
(3) The accounting policy was developed in accordance with IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” in the absence of an IFRS that specifically applies;
(4) The accounting policy relates to an area for which the Group is required to make significant judgements or assumptions in applying an accounting policy, and the Group discloses those judgements or assumptions; or
(5) The accounting is complex and users of the financial statements would otherwise not understand those material transactions, other events or conditions.
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Amendments to IAS 8 “Definition of Accounting Estimates”
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The amendments define that accounting estimates are monetary amounts in financial statements that are subject to measurement uncertainty. In applying accounting policies, the Group may be required to measure items at monetary amounts that cannot be observed directly and must instead be estimated. In such a case, the Group uses measurement techniques and inputs to develop accounting estimates to achieve the objective. The effects on an accounting estimate of a change in a measurement technique or a change in an input are changes in accounting estimates unless they result from the correction of prior period errors.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group assesses the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- (1) Statement of compliance
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The accompanying consolidated financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed by the FSC with the effective dates (collectively, “Taiwan-IFRS”).
- (2) Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:
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1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
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2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
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3) Level 3 inputs are unobservable inputs for an asset or liability.
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(3) Classification of current and non-current assets and liabilities Current assets include:
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1) Assets held primarily for the purpose of trading;
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2) Assets expected to be realized within 12 months after the reporting period; and
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3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
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Current liabilities include:
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1) Liabilities held primarily for the purpose of trading;
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2) Liabilities due to be settled within 12 months after the reporting period and
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3) Liabilities for which the Company does not have an unconditional right to defer settlement for at least 12 months after the reporting period.
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Assets and liabilities that are not classified as current are classified as non-current.
(4) Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Group and the entities controlled by the Group (i.e. its subsidiaries). Income and expenses of subsidiaries acquired or disposed of are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Corporation and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Company’s ownership interests in subsidiaries that do not result in the
19
Company losing control
over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Company’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to shareholders of the parent.
See Note 12 and Table 4 for detailed information on subsidiaries (including percentages of ownership and main businesses).
(5) Foreign currencies
In preparing the consolidated financial statements, transactions in currencies other than the Group’s functional currency (i.e. foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income; in which cases, the exchange differences are also recognized directly in other comprehensive income.
Non-monetary item denominated in a foreign currency and measured at historical cost is stated at the reporting currency as originally translated from the foreign currency.
For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations (including of the subsidiaries and associates in other countries with currencies used different from the Group) are translated into New Taiwan dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising are recognized in other comprehensive income.
On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, or a disposal involving loss of significant influence over an associate that includes a foreign operation), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Group are reclassified to profit or loss.
In relation to a partial disposal of a subsidiary that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests of the subsidiary and are not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated
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exchange differences recognized in other comprehensive income is reclassified to profit or loss.
(6) Inventories
Inventories consist of raw materials, supplies, finished goods and work-in-process and are stated at the lower of cost or net realizable value. The cost of construction land is the mandatory expenses for the obtaining the available location and status. Inventories are recorded at weighted-average cost on the balance sheet date.
Inventory write-downs are made by item, except where it may be appropriate to Group similar or related items. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at weighted-average cost on the balance sheet date.
(7) Investment in associates
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture.
The results and assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting.
Under the equity method, an investment in an associate is initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group’s share of equity of associates.
Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets and liabilities of an associate recognized at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.
When the Group subscribes for additional new shares of the associate, at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in the Group’s share of equity of associates. If the Group’s ownership interest is reduced due to the additional subscription of the new shares of associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required if the investee had directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for by the equity method is insufficient, the shortage is debited to retained earnings.
When the Group’s share of losses of an associate equals or exceeds its interest in that associate (including carrying amount of investments in associates using equity method and other long-term interests of net investment in associates and joint ventures), the Group discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations,
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or constructive obligations, or made payments on behalf of that associate.
The entire carrying amount of the investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is deducted from investment and carrying amount of investment is net of impairment loss. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
The Group discontinues the use of the equity method from the date on which it ceases to have significant influence over the associate. Any retained investment is measured at fair value at that date and the fair value is regarded as its fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required if that associate had directly disposed of the related assets or liabilities. If an investment in the associate becomes an investment in a joint venture, or an investment in a joint venture becomes an investment in the associate, the Group will continue to use the equity method without re-evaluating the retained equity.
When the Group entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the consolidated financial statements to the extent of interests in the associate that are not related to the Group.
(8) Property, Plant and Equipment
Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment loss.
Freehold land is not depreciated.
Depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.
(9) Investment properties
Investment properties are properties held to earn rentals and/or for capital appreciation (including property under construction for such purposes). Investment properties also include land held for a currently undetermined future use.
Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.
On derecognition of an investment property, the difference between the net disposal
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proceeds and the carrying amount of the asset is included in profit or loss.
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(10) Intangible Assets
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Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.
- Derecognition of intangible assets
On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
- (11) Impairment of Tangible and Intangible Assets
At the end of each reporting period, the Group reviews the carrying amounts of its tangible assets and other intangible assets 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. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually and whenever there is an indication that the assets may be impaired.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
(12) Non-current assets held for sale
Non-current assets are classified as held for sale if their carrying amounts will
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be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the non-current asset is available for immediate sale in its present condition. To meet the criteria for the sale being highly probable, the appropriate level of management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within 1 year from the date of classification.
If the changes in the Company’s ownership interest in a subsidiary that result in the Company losing control of the subsidiary when disposal, and the Company retains non-controlling interests of subsidiary. All the assets and liabilities are recognized as held for sale.
Non-current assets held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell. Recognition of depreciation of those assets would cease.
(13) Financial Instruments
Financial assets and financial liabilities are recognized on the consolidated balance sheet when the consolidated company becomes a party to the contract terms of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.
1. Financial Instruments
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
a) Measurement categories
Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and equity instruments at FVTOCI.
i. Financial assets at FVTPL
Financial assets are classified as at FVTPL when such a financial asset is mandatorily classified as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.
Financial assets at FVTPL are subsequently measured at fair value, and any dividends, interest earned and remeasurement gains or losses on such financial assets are recognized in gains on financial assets and liabilities at fair value through profit or loss. Fair value is determined in the manner described in Note 31.
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- ii. Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
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i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
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ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
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Subsequent to initial recognition, financial assets at amortized
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cost, including cash and cash equivalents, trade receivables at amortized cost, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:
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a. Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and
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b. Financial assets that are not credit-impaired on purchase or origination but have subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.
Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value and repurchase bond. These cash equivalents are held for the purpose of meeting short-term cash commitments.
iii. Investments in equity instruments at FVTOCIC
On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.
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Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
b) Impairment of financial assets
The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables).
The Company always recognizes lifetime expected credit losses (ECLs) for trade receivables. For all other financial instruments, the Company recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and does not reduce the carrying amount of such a financial asset.
c) Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through
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profit or loss.
- Equity instruments
Debt and equity instruments issued by a group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments issued by a group entity are recognized at the proceeds received, net of direct issue costs.
3. Financial liabilities
a) Subsequent measurement
All financial liabilities are measured at amortized cost using the effective interest method.
b) Derecognition of financial liabilities
The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
- (14) Revenue recognition
The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
a) Revenue from the sale of goods
Sales are customers obtain control of the promised goods which is generally when the goods are delivered to the customers’ specified locations.
Revenue from sale of goods is measured at the fair value of the consideration received or receivable.
b) Revenue from the rendering of services
As the Group provides security service, which is price individually or negotiated. The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied. Hence, the related revenue is recognized as straight-line basis.
(15) Leases
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.
1) The Group as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Lease payments (less any lease incentives payable) from operating leases
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are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.
2) The Group as lessee
The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in Group’s consolidated financial statements.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments, in-substance fixed payments, variable lease payments which depend on an index or a rate. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the lessee’s incremental borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line on the consolidated balance sheets.
Variable lease payments that do not depend on an index or a rate are recognized as expenses in the periods in which they are incurred.
(16) Employee Benefits
a) Short-term Employee Benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.
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b) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost and net interest on the net defined benefit liabilities are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
Net defined benefit liability represents the actual deficit in the Group’s defined benefit plan.
(17) Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax
a) Current tax
Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.
According to the Income Tax Law, an additional tax on unappropriated earnings is provided for as income tax in the year the shareholders approve to retain earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
b) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, associates and joint arrangement, 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. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized
29
to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. 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. c) Current and deferred taxes for the year
Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, the Group’s management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
The Company considers the economic implications of the COVID-19 when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.
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6. CASH AND CASH EQUIVALENTS
| CASH AND CASH EQUIVALENTS | |||
|---|---|---|---|
| December 31,2021 | December 31,2020 | ||
| Cash on hand | $ 1,066 | $ | 1,174 |
| Checking accounts and cash in | |||
| bank | 890,400 | 313,619 | |
| Cash equivalents | |||
| Time deposits with original | |||
| maturities less than 3 months | 41,500 | 11,500 | |
| Bonds with repurchase | |||
| agreements | 330,358 | 45,082 | |
| $1,263,324 | $ | 371,375 | |
| The market rate intervals of cash in banks and fixed | deposits with repurchase | ||
| agreements at the end of the reporting period were as follows: | |||
| December 31,2021 | December 31,2020 | ||
| Bank balance | 0.005%~0.12% | 0.005%~0.15% | |
| Fixed deposits | 0.35%~0.40% | 0.35%~0.4% | |
| Bonds with repurchase |
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| agreements | 0.25% | 0.25% |
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
December 31, 2021 December 31, 2020 Financial assets - Current Mandatorily measured at FVTPL Non-derivative financial assets -Domestic listed shares $1,051,470 $ 388,299 -Foreign unlisted shares 22,264 - $1,073,734 $ 388,299 Financial assets – Non-current Mandatorily measured at FVTPL Non-derivative financial assets
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-Mutual funds $ 1,077 $ 991
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1) As December 31, 2021 and 2020, the Group acquired $192,891,000 and $145,800,000 of domestic listed shares of the financial assets – current which mandatorily measured at FVTPL. And the Group sold $79,734,000 of domestic listed shares with the disposal price $303,446,000 in 2021. The gain of investment is $223,712,000. In 2020, the Group sold $71,188,000 of domestic listed shares with the disposal price $182,869,000. The gain of investment is $111,681,000. As December 31, 2020, the financial assets – non-current with mandatorily measured at FVTPL is $126 ,000.
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2) As December 31, 2021 and 2020, the gain on financial assets measured at fair value through profit or loss is $572,364,000 and $198,046,000, respectively.
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8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE
| INCOME Current Domestic investment Listed and emerging shares Fubon Financial Holding Co., Ltd. (Ordinary share) Non-current Domestic investment Unlisted shares Benetop Technology Co., Ltd. (Ordinary share) Eleceram Technology Co., Ltd. (Ordinary share) Subtotal Foreign investments Translink Capital |
December 31,2021 $ 337 $ - 30,837 30,837 41,569 $ 72,406 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 188 $ 373 21,476 21,849 32,141 $ 53,990 |
-
(1) The Group received back NT$811,000 for the return for capital reduction in the year 2021.
-
(2) These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.
9. FINANCIAL ASSETS AT AMORTIZED COST
| Current Domestic investments Time deposits with original maturity dated over 3 months Restricted assets-trust account Non-current Domestic investments Restricted assets-offshore funds account (1) |
December 31,2021 $ 3,000 - $ 3,000 $ 119,908 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 3,000 18,000 $ 21,000 $ - |
- (1) The above restricted financial assets are holding by the Group in the consolidated financial statements in accordance with the Management, Utilization, and Taxation of Repatriated Offshore Funds Act (“the Act”). The use of these financial assets is restricted by the Act.
32
| 10. | NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES December 31,2021 December 31,2020 Notes receivable Notes receivables $ 6,039 $ 4,731 Notes receivables-related parties $ - $ 961 Trade receivables At amortized cost Carrying amount-non-related parties $ 81,364 $ 51,392 Carrying amount-related parties 142 3,905 Less: Allowance for impairment loss ( 55 ) ( 535 ) $ 81,451 $ 54,762 Other receivables $ 5,408 $ 260 |
NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES December 31,2021 December 31,2020 Notes receivable Notes receivables $ 6,039 $ 4,731 Notes receivables-related parties $ - $ 961 Trade receivables At amortized cost Carrying amount-non-related parties $ 81,364 $ 51,392 Carrying amount-related parties 142 3,905 Less: Allowance for impairment loss ( 55 ) ( 535 ) $ 81,451 $ 54,762 Other receivables $ 5,408 $ 260 |
NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES December 31,2021 December 31,2020 Notes receivable Notes receivables $ 6,039 $ 4,731 Notes receivables-related parties $ - $ 961 Trade receivables At amortized cost Carrying amount-non-related parties $ 81,364 $ 51,392 Carrying amount-related parties 142 3,905 Less: Allowance for impairment loss ( 55 ) ( 535 ) $ 81,451 $ 54,762 Other receivables $ 5,408 $ 260 |
|---|---|---|---|
Notes receivable Notes receivables Notes receivables-related parties Trade receivables At amortized cost Carrying amount-non-related parties Carrying amount-related parties Less: Allowance for impairment loss Other receivables |
December 31,2021 $ 6,039 $ - $ 81,364 142 ( 55 ) $ 81,451 $ 5,408 |
||
( |
$ 4,731 $ 961 $ 51,392 3,905 535 ) $ 54,762 $ 260 |
The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix by reference to the past default experience with the respective debtors and an analysis of the debtors’ current financial positions, industrial economic atmosphere, and consider the industrial prospect. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the loss allowance based on the past due status of receivables is not further distinguished according to different segments of the Group’s customer base.
The Group transfers a trade receivable to overdue receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the trade receivables are over 330 days past due. The Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in overdue receivable. For recognized in the loss allowance, the Group consider if there any collateral or guarantee of the overdue receivable.
The following table details the loss allowance of note receivables, trade receivables and overdue receivables:
| December 31, 2021 Not Past Due Expected credit loss rate 0% Gross carrying amount $ 72,903 Loss allowance (lifetime ECLs) ( 1 ) Amortized cost $ 72,902 December 31, 2020 Not Past Due Expected credit loss rate 0.15~0.84% Gross carrying amount $ 56,908 Loss allowance (lifetime ECLs) ( 359 ) Amortized cost $ 56,549 |
December 31, 2021 Not Past Due Expected credit loss rate 0% Gross carrying amount $ 72,903 Loss allowance (lifetime ECLs) ( 1 ) Amortized cost $ 72,902 December 31, 2020 Not Past Due Expected credit loss rate 0.15~0.84% Gross carrying amount $ 56,908 Loss allowance (lifetime ECLs) ( 359 ) Amortized cost $ 56,549 |
Less than 90 Days |
Less than 90 Days |
91 to 180 Days | 181 to 330 Days |
More than 330 Days |
Total | |
|---|---|---|---|---|---|---|---|---|
| 0~0.34% $ 13,477 ( 17 ) $ 13,460 Less than 90 Days |
1.65~3.9% $ 970 ( 15 ) $ 955 91 to 180 Days |
4.26~9.82% $ 167 ( 11 ) $ 156 181 to 330 Days |
11.19~100% $ 28 ( 11 ) $ 17 More than 330 Days |
( |
$ 87,545 55 ) $ 87,490 Total |
|||
Expected credit loss rate Gross carrying amount Loss allowance (lifetime ECLs) Amortized cost |
||||||||
| 0.15~0.84% $ 56,908 ( 359 ) $ 56,549 |
0~7.59% $ 1,360 - $ 1,360 |
5.29~10.59% $ 469 ( 40 ) $ 429 |
9.59~15.6% $ 693 ( 101 ) $ 592 |
11.73~100% $ 1,559 ( 35 ) $ 1,524 |
( |
$ 60,989 535 ) $ 60,454 |
33
The movements of the loss allowance of notes receivable and accounts receivable were as follows:
| were as follows: | |||
|---|---|---|---|
| Balance at January 1 Less: Amounts written off Less: Reversal revenue Balance at December 31 |
December 31,2021 $ 535 ( 114 ) ( 366 ) $ 55 |
December 31,2020 | |
( ( |
( ( |
$ 992 147 ) 310 ) $ 535 |
11. INVENTORIES
| INVENTORIES | |||
|---|---|---|---|
| Inventories of production and trading Raw materials Supplies Work-in-process Finished goods and merchandise Merchandise Inventories of construction business Constructed land Contracts in progress Overhead Used in Construction |
December 31,2021 $ 20,288 112 3,486 2,143 2,817 28,846 528,073 50 5,806 533,929 $ 562,775 |
December 31,2020 | |
| $ 11,597 300 6,902 3,645 4,029 26,473 484,902 316 17,336 502,554 $ 529,027 |
The allowance for inventory valuation losses for the years ended December 31, 2021 and 2020 was NT$20,735,000 and NT$32,245,000, respectively.
The cost of inventories recognized as cost of goods sold for the years ended December 31, 2021 and 2020 was NT$131,729,000 and NT$100,808,000, respectively.
The purchase of inventory for construction business is primarily for the land, construction costs of future construction and construction projects which are still under development of Tung Sheng Development Corporation.
Part of constructed land is as collateral for financial institutions, please refer Note 33.
As of November 2, 2020, Tung Sheng Development Corporation signed the contract of the sale and purchase with the non-related party Li Tian Development Co., Ltd. for deposals the most of lands and buildings at Linyi Section, Zhongzheng District, Taipei City, including land serial no. 488-1, 488-2, 488-11, 488-12, 488-20. The registration of alteration was made completely in 2021 and the gain on disposal was NT$44,950,000. Please refer Note 26(3) for details.
34
12. SUBSIDIARIES
a) Subsidiaries included in consolidated financial statements
The preparation in these consolidated financial statements as of December 31, 2021 and 2020 is as follows:
| Investor EVERYSPRING INDUSTRYN CO., LTD EVERSPRING INDUSTRY (S) PTE LTD. Worldtrend Co., Ltd. UNIINN TECHNOLOGY CO., LTD. Dongguan Found Chain IOT Co., Ltd. |
Subsidiaries EVERSPRING INDUSTRY (S) PTE LTD. (“(S) EVERSPRING”) Worldtrend Co., Ltd. (“Worldtrend”) EVERSPRING TECH USA, INC. (“USA EVERSPRING”) UNIINN TECHNOLOGY CO., LTD. (“UNIINN”) PHASE ELECTRONICS (UK) LTD. (“PHASE”) Tung Sheng Development Corporation (“Tung Sheng”) AUSPISTEK CORPORATION (“AUSPISTEK”) NINGBO GUANGLIAN ELECTRONICS CO., LTD. (NINGBO GUANGLIAN”) DONGGUAN FOUNDCHAIN IOTCO.,LTD. (“DONGGUANFOUNDCHAIN”) DONGGUAN LI YUAN ELECTRONICSCO., LTD. (“DONGGUANLIYUAN”) Tung Sheng Development Corporation (“Tung Sheng”) Hua Chen residential building management and maintenance Co., Ltd. (“Hua Chen”) Tung Sheng Development Corporation (“Tung Sheng”) Worldtrend Co., Ltd. (“Worldtrend”) Everspring Lubricant Co., Ltd. (“Everspring Lubricant”) |
Main business Trading of burglar alarms and accessories Operate the burglar alarms, disaster prevention and security Trading of burglar alarms 、lightingcontrol equipment and accessories of burglar alarms Investment in productive enterprise, Securities Investment companies and bank and insurance Companies Trading of burglar alarms 、lightingcontrol equipment and accessories of burglar alarms Development and leasing of residential buildings and real estate trading and leasing Development and manufacturing of light engine of projector equipment Manufacture, reprocess and trade of burglar alarm R&D, Manufacture and trade of intelligent security equipment Manufacture, reprocess and trade of burglar alarm Development and leasing of residential buildings and real estate trading and leasing Residential building management and maintenance Development and leasing of residential buildings and real estate trading and leasing Operate the burglar alarms, disaster prevention and security Sales of lube, import and export of dealer and agent of different product and technical |
% of Ownership Dec. 31,2021 Dec. 31,2020 100.00 100.00 100.00 95.36 94.55 94.55 100.00 100.00 - 100.00 65.80 27.88 - - - 100.00 100.00 100.00 - 100.00 3.00 6.34 100.00 100.00 31.20 65.78 - 4.64 100.00 100.00 |
Remark |
|---|---|---|---|---|
| Dec. 31,2021 100.00 100.00 94.55 100.00 - 65.80 - - 100.00 - 3.00 100.00 31.20 - 100.00 |
||||
| (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (6) (11) (6) (2) (12) |
-
Note 1: EVERSPRING INDUSTRY (S) PTE LTD. (“(S) EVERSPRING”) was set up on May 30, 1993 and EVERSPRING’s percentage of ownership in (S) EVERSPRING is 100% as December 31, 2021.
-
Note 2: Worldtrend Co., Ltd. (“Worldtrend”) was set up on June, 1997 and operated on July. EVERSPRING’s percentage of ownership in Worldtrend is 95.36% as of December 31, 2020, and acquired another 4.64% ownership through Uninn (which EVERSPRING holds 100% ownership directly) indirectly. Thus, EVERSPRING’s direct or indirect percentage of ownership in Worldtrend is 100%. EVERSPRING acquired the rest percentage of ownership in Worldtrend for 4.64% from Uninn, as of December 31, 2021, EVERSPRING’s percentage of ownership in Worldtrend is 100%.
-
Note 3: EVERSPRING TECH USA, INC. (“USA EVERSPRING”) was set up on January 27, 1998. EVERSPRING acquired 200 thousand shares of USA EVERSPRING with the claim USD $200 thousand dollars on March3, 2017. EVERSPRING’s percentage of ownership is 94.55% as December 31, 2021.
-
Note 4: Uninn Technology Co., Ltd. (“Uninn”) was set up on April 29, 2004 and originally named Uninn International Investment Co. Ltd and changed its name as Uninn Technology Co., Ltd on March 3, 2017. EVERSPRING’s percentage of ownership is 100% as December 31, 2021.
-
Note 5: PHASE ELECTRONICS (UK) LTD. (“PHASE”) was set up on July12, 2002. Due to the organization adjustment consideration, PHASE was resolved
35
for liquidation by the resolution of Board of Directors on May 13, 2020, and was liquidated on March 16, 2021.
-
Note 6: Tung Sheng Development Corporation (“Tung Sheng”) was set up on June 29, 2007. EVERSPRING increased its investment in Tung Sheng by NT$350,000,000 by the resolution of the Board of Directors on May 12, 2021, resulting in an increase of 65.8% in shareholding, and EVERSPRING becomes the parent entity.
-
Note 7: Asupistek Corporation (“Asupistek”) was set up December 10, 2001. EVERSPRING merged Asupistek by absorption as December 1, 2010.
-
Note 8: Ningbo Guanglian Electronics Co., Ltd. (“Ningbo Guanglian”) was set up on April 27, 2005. Ningbo Guanglian was resolved for liquidation by the resolution of Board of Directors on March 24, 2021, and was liquidated in 2021.
-
Note 9: Dongguan Found Chain Iot Co., Ltd. (“Dongguan Found Chain”) was set up on March 29. 2020 and the parent entity is Ningbo Guanglian.
-
As October 2020, Ningbo Guanglian transferred all shares to (S) EVERSPRING based on the Group’s strategy and reorganization. And completed the change of business license. (S) EVERSPRING’s percentage of ownership in Dongguan Found Chain is 100% as December 31, 2021.
-
Note 10: Dongguan Li Yuan Electronics Co., Ltd. (“Dongguan Li Yuan”) was set up on September, 1992 and issued business license of legal entity in the same year. The valid period was from September 17, 1992 to September 16, 2022. (S) EVERSPRING is the parent entity which country of incorporation is Singapore and the amount of accumulated investment is RMB$123,922 thousand dollars. The ultimate parent entity is EVERSPRING and EVERSPRING’s direct or indirect percentage of ownership in Dongguan Li Yuan is 100% as December 31, 2020.
-
The Board of Directors of the Group resolved on December 26, 2018
-
to sell 100% shareholding of Dongguan Li Yuan to non-related party Dongguan Huatang Yue Shan Investment Co., Ltd. On January 11, 2021, the Board of Directors of the Group passed the resolution to confirm the transaction amount of RMB294,000,000. The Group has completed the change of business license on January 18, 2021, received the amount in February, 2021 and accomplished the transfer.
-
Note 11: Hua Chen residential building management and maintenance Co., Ltd (“Hua Chen”) was set up on December 3, 2012 and the parent entity is Worldtrend and 100% ownership as December 31. 2021.
-
Note 12: Everspring Lubricant Co., Ltd. (“Everspring Lubricant”) was set up on January 6, 2013 and the original parent entity is Ningbo Guanglian. Ningbo Guanglian transferred 100% ownership to Dongguan Found Chain and completed the change of business license on December, 2020. Dongguan Found Chain’s percentage of ownership in Everspring Lubricant is 100% as December 31, 2021.
For years of 2021 and 2020, since the capital and revenue of PHASE ELECTRONICS, USA EVERSPRING and Everspring Lubricant were not significant, their financial statements were not review by auditor. Everspring, (S) Everspring and Worldtrend which were material subsidiaries and other immaterial subsidiaries, their financial statements have been reviewed. The authority agrees that there is no significant impact for the aforementioned subsidiaries whose financial statements have
36
not been reviewed.
13. Non-current Assets and Liabilities Held for Sale
| Non-current assets held for sale Cash and cash equivalents Account receivables inventory Other current assets Property, plant and equipment Rights of use assets Liabilities related to non-current assets held for sale Short-term loans Accounts payable and other payables |
December 31,2020 | December 31,2020 |
|---|---|---|
| $ 26,147 8 193 347 286,225 22,162 $ 335,082 65,655 21,540 $ 87,195 |
The Board of Directors of the Group resolved on December 26, 2018 to sell 100% shareholding of Dongguan Li Yuan to non-related party and the net value of assets was $247,887,000 at December 31, 2020. The Group transfer all the assets and liabilities to “Non-current Assets Held for Sale” and “Liabilities related Non-Current Assets Held for Sale”. The Group made the registration of alteration for the business license of Dongguan Li Yuan on January 18, 2021, and received the amount in February 2021 and accomplished the transfer.
14. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
(1) Investments in associates:
| Investments in associates: | |||
|---|---|---|---|
| Material associates Medigen Biotechnology Corporation (“Medigen”) |
December 31,2021 $ 521,930 |
December 31,2020 | |
| $ 453,913 |
Material associates’ percentages of ownership equity and voting rights held by the Group material on the Balance Sheet date are as follows:
| Name of Associate Medigen |
% of Ownership and Voting Rights Held by the Group |
% of Ownership and Voting Rights Held by the Group |
|---|---|---|
| December 31,2021 11.90% |
December 31,2020 | |
| 11.94% |
Refer to Table 3 “Information on Investees” for the nature of activities, principal place of business and country of incorporation of the associates.
The Medigen is listed as associate because Everspring is the relatively large shareholder and be two seats of director and it is significant influence on Medigen.
37
Investment was accounted for using the equity method and the share of profit (loss) of the investment was calculated based on financial statements which have been audited.
Fair values (Level 1) of investments in associates with available published price quotation are summarized as follows:
| quotation are summarized as follows: | |||
|---|---|---|---|
| Name of Associate MEDIGEN |
December 31,2021 $ 952,611 |
December 31,2020 | |
| $ 982,484 |
All the associates are accounted for using the equity method.
The Group’s share of profit and other comprehensive income of associates for the years ended December 31, 2021 and 2020 were based on the associates’ financial statements audited by independent auditors for the same period.
Medigen Biotechnology Co., Ltd. (Consolidated Financial Statement)
| Current assets Non-current assets Current liabilities Non-current liabilities Equity Non-controlling interests Proportion of the Group’s ownership Equity attributable to the Group Accumulated impairment loss Goodwill Other adjustments Carrying amount Operating revenue Net profit for the year Other comprehensive income (loss) Total comprehensive income for the year |
December 31,2021 $ 4,918,282 3,281,212 ( 1,064,906 ) ( 708,485 ) 6,426,103 ( 4,031,716 ) $ 2,394,387 December 31,2021 11.90% $ 284,932 ( 51,087 ) 322,296 ( 34,211 ) $ 521,930 2021 $ 3,922,012 ( $ 52,614 ) ( 14,741 ) ($ 67,355 ) |
December 31,2021 $ 4,918,282 3,281,212 ( 1,064,906 ) ( 708,485 ) 6,426,103 ( 4,031,716 ) $ 2,394,387 December 31,2021 11.90% $ 284,932 ( 51,087 ) 322,296 ( 34,211 ) $ 521,930 2021 $ 3,922,012 ( $ 52,614 ) ( 14,741 ) ($ 67,355 ) |
December 31,2020 | December 31,2020 | December 31,2020 |
|---|---|---|---|---|---|
| $ 3,021,684 3,130,742 ( 933,802 ) ( 719,154 ) 4,499,470 ( 2,684,052 ) $ 1,815,418 December 31,2020 |
|||||
( ( |
( ( |
11.94% $ 216,831 51,087 ) 322,296 34,127 ) $ 453,913 2020 |
|||
( ( ( |
( ( ( |
$ 615,541 $ 337,923 ) 24,430 ) $ 362,353 ) |
38
- (2) The Group sold part of the Medigen’s share, the book value was $11,690,000 and the selling price was $48,482,000 during the year 2020. And the proportion of the calculation of the investments accounted for using the equity method and the share of profit or loss and other comprehensive income of the investments is $13,797,000 and the gain of the gain of disposal of investment is $50,589,000.
15. PROPERTY, PLANT AND EQUIPMENT
| Cost Balance at January 1, 2021 Additions Disposals Scrapped Transfer to operation cost Re-classified Net exchange difference Balance at December 31, 2021 Accumulated depreciation and impairment Balance at January 1, 2021 Depreciation Disposals Scrapped Net exchange difference Balance at December 31, 2021 Carrying amounts at December 31, 2021 Cost Balance at January 1, 2020 Additions Disposals Re-classified Re-classified to Non-current Assets Held for Sale Net exchange difference Balance at December 31, 2020 Accumulated depreciation and impairment Balance at January 1, 2020 Depreciation Disposals Re-classified to Non-current Assets Held for Sale Net exchange difference Balance at December 31, 2020 Carrying amounts at December 31, 2020 |
Land | Building | Machinery and Equipment |
Machinery and Equipment |
Molding Equipment |
Transportation | Transportation | Office equipment |
Other equipment |
TOTAL | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ 123,336 - - - - - - $ 123,336 $ - - - - - $ - $ 123,336 $ 123,336 - - - - - $ 123,336 $ - - - - - $ - $ 123,336 |
( ( ( ( |
$ 143,654 - - - - - - $ 143,654 $ 79,054 5,429 - - - $ 84,483 $ 59,171 $ 591,187 252 5,945 ) - 449,229 ) 7,389 $ 143,654 $ 228,665 14,977 5,945 ) 163,769 ) 5,126 $ 79,054 $ 64,600 |
( ( ( ( ( ( ( ( ( ( |
$ 69,681 10,211 13,221 ) 4,313 ) - - 3,047 $ 65,405 $ 36,542 13,373 12,728 ) 4,313 ) 3,119 $ 35,993 $ 29,412 $ 88,391 11,077 26,599 ) 35 2,001 ) 1,222 ) $ 69,681 $ 54,230 15,774 26,599 ) 2,001 ) 4,862 ) $ 36,542 $ 33,139 |
( ( ( ( ( ( ( ( ( ( ( |
$ 21,976 567 697 ) 1,015 ) - - 6,766 ) $ 14,065 $ 11,350 2,247 - 1,015 ) 7,102 ) $ 5,480 $ 8,585 $ 100,041 483 71,224 ) - 4,996 ) 2,328 ) $ 21,976 $ 85,479 3,545 70,699 ) 4,540 ) 2,435 ) $ 11,350 $ 10,626 |
( ( ( ( ( ( ( ( |
$ 1,560 3,715 847 ) 170 ) - - 174 $ 4,432 $ 743 413 759 ) 170 ) 172 $ 399 $ 4,033 $ 1,036 717 104 ) - - 89 ) $ 1,560 $ 739 199 104 ) - 91 ) $ 743 $ 817 |
( ( ( ( ( ( ( ( ( ( ( ( |
$ 6,434 470 2,812 ) 309 ) - - 215 ) $ 3,568 $ 4,354 475 2,805 ) 309 ) 223 ) $ 1,492 $ 2,076 $ 21,390 147 13,941 ) - 924 ) 238 ) $ 6,434 $ 18,800 655 13,941 ) 843 ) 317 ) $ 4,354 $ 2,080 |
( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 28,506 206 465 ) 348 ) 10,915 ) 17 ) 789 $ 17,756 $ 489 136 465 ) 348 ) 537 $ 349 $ 17,407 $ 42,725 20,195 31,583 ) 35 ) 822 ) 1,974 ) $ 28,506 $ 33,932 342 31,443 ) 594 ) 1,748 ) $ 489 $ 28,017 |
( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 395,147 15,169 18,042 ) 6,155 ) 10,915 ) 17 ) 2,971 ) $ 372,216 $ 132,532 22,073 16,757 ) 6,155 ) 3,497 ) $ 128,196 $ 244,020 $ 968,106 32,871 149,396 ) - 457,972 ) 1,538 $ 395,147 $ 421,845 35,492 148,731 ) 171,747 ) 4,327 ) $ 132,532 $ 262,615 |
The depreciated are calculated on a straight-line basis over the following estimated useful lives:
Buildings Main building of plant 5 - 50 years Electrical power plant 7 - 15 years Engineering system 8 - 10 years Machinery and Equipment Main production equipment 2 - 20 years Handling equipment 4 - 10 years Molding equipment 2 - 5 years Transportation 2 - 6 years Office equipment 1 - 5 years
39
Property, plant and equipment pledged as collateral for bank borrowings are set out in Note 33.
16. LEASE ARRANGEMENTS
a. Right-of-use assets
| ASE ARRANGEMENTS ht-of-use assets |
||
|---|---|---|
| December 31,2021 Carrying amounts Buildings $ 11,767 Transportations 4,250 $ 16,017 2021 Depreciation of right-of-use assets Land $ - Buildings 2,885 Transportations 3,339 $ 6,224 se liabilities December 31,2021 Carrying amount Current $ 6,444 Non-current $ 9,657 Range of discount rate of lease liabilities is as follows: December 31,2021 Buildings 1.44%~1.60% Transportations 1.44% |
December 31,2020 | |
| $ 4,328 8,105 $ 12,433 2020 |
||
| $ 698 2,390 3,238 $ 6,326 December 31,2020 |
||
| $ 5,028 $ 7,465 December 31,2020 |
||
| 1.49%~1.86% 1.49% |
-
b. Lease liabilities
-
c. Material lease-in activities and terms
The Group leases buildings and transportation equipment for operations purpose and the leases period is from 2019 to 2022. The Group does not have bargain purchase options to acquire the leased assets at the end of the lease terms. And sublease and transfer are not available.
Since January 21, 1998, Dongguan Li Yuan leased the government land in Hengli Town, Dongguan City. The lease term is 50 years to January 21, 2048. Within this period, Dongguan Li Yuan has the right to use, sublease or transfer. And at the end of the lease term, Dongguan Li Yuan has the priority right for continuous leasing.
- d. Other lease information
| her lease information | ||||
|---|---|---|---|---|
| Expenses relating to short-term leases Total cash outflow for leases |
2021 $ 907 $ 7,253 ) |
2020 | ||
( |
( |
$ 2,675 $ 8,475 ) |
The Group’s leases of property, plant and equipment qualify as short-term leases. The Group has elected to apply the recognition exemption and thus, did not
40
recognize right-of-use assets and lease liabilities for these leases.
17. INVESTMENT PROPERTIES
| INVESTMENT PROPERTIES | |
|---|---|
| December 31,2021 Completed investment properties $ 264,668 COST Balance at January 1, 2021 Disposals Balance at December 31, 2021 ACCUMULATED DEPRECIATION AND IMPAIRMENT Balance at January 1, 2021 Depreciation expense Balance at December 31, 2021 COST Balance at January 1, 2020 Disposals Balance at December 31, 2020 ACCUMULATED DEPRECIATION AND IMPAIRMENT Balance at January 1, 2020 Disposals Depreciation expense Balance at December 31, 2020 |
December 31,2020 |
| $ 270,471 Completed investment properties |
|
| $ 397,048 - $ 397,048 ( $ 126,577 ) ( 5,803 ) ($ 132,380 ) $ 397,048 - $ 397,048 ( $ 120,773 ) - ( 5,804 ) ($ 126,577 ) |
The completed investment properties are depreciated under the straight-line method over their estimated useful lives of 45 to 50 years.
-
a) The fair values of the investment properties which are land and plant at Guishan District, Taoyuan City and Tucheng District, New Taipei City of the Group on December 31, 2021 and 2020 were $617,209,000 and $606,134,000, respectively. The fair value was not evaluated by independent qualified professional valuers. The valuation was arrived at by reference to the market evidence of transaction price for similar properties, and the fair value was measured by using Level 3 inputs. The fair value was made reference with market price of similar property because of no significant change of the property's price in these regions during 2021 and 2020.
-
b) The maturity analysis of lease payments receivable under operating leases of investment properties as of December 31, 2021 and 2020 is as follows:
| Year 1 Year 2 Year 3 |
December 31,2021 $ 17,283 13,647 14,859 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 5,840 4,081 2,537 |
41
December 31, 2021 December 31, 2020 $ 45,789 $ 12,458
- c) All investment properties of the Group are its own equity. The investment properties pledged as collateral for bank borrowings are set out in Note 33.
18. OTHER INTANGIBLE ASSETS
| December 31,2021 Other Intangible Assets $ 24,490 Cost Balance at January 1, 2021 Additions Disposals Balance at December 31, 2021 Accumulated amortization and impairment Balance at January 1, 2021 Amortization expenses Disposals Balance at December 31, 2021 Cost Balance at January 1, 2020 Additions Disposals Balance at December 31, 2020 Accumulated amortization and impairment Balance at January 1, 2020 Amortization expenses Disposals Balance at December 31, 2020 |
December 31,2020 | December 31,2020 |
|---|---|---|
| $ 57,795 Other Intangible Assets |
||
| $ 162,828 56 ( 11,823 ) $ 151,061 $ 105,033 24,325 ( 2,787 ) $ 126,571 Other Intangible Assets |
||
( ( |
$ 162,260 1,289 721 ) $ 162,828 $ 77,254 28,077 298 ) $ 105,033 |
42
The above items of intangible assets with finite useful lives are amortized on a straight-line basis over their useful lives as follows:
| Patent | 6-25 years |
|---|---|
| Computer software | 5 years |
| Customer list | 5 years |
The Group will review the carrying amounts of its tangible and intangible assets to determine whenever there is an indication that the assets may be impaired.
19. OTHER ASSETS
| OTHER ASSETS | |||
|---|---|---|---|
| Current Payment in advance and others Non-current Prepayments of equipment Others BORROWINGS Short-term loans Secured borrowings (Note 33) -Bank loans Unsecured borrowings -Other loans |
December 31,2021 $ 28,373 $ 1,824 328 $ 2,152 December 31,2021 $ 70,000 - $ 70,000 |
December 31,2020 | |
| $ 16,943 $ 240 1,187 $ 1,427 December 31,2020 |
|||
| Sho | |||
| $ 114,850 21,885 $ 136,735 |
20. BORROWINGS
a. Short-term loans
The interest rates of bank loans were 1.20% and 1.20%-2.20% as of December 31, 2021 and 2020, respectively.
As of December 31, 2020, the Group sell 100% of Dongguan Li Yuan’s share to the unrelated party which provides borrowings RMB20,000,000. Part of RMB15,000,000 transferred to liabilities of non-current assets held for sale and other RMB5,000,000 transferred to short-term loans. For the details of transaction, please refer to Note 13. The loans were repaid in 2021.
43
b. Long-term borrowings
| Maturity | Interest | December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | ||
|---|---|---|---|---|---|---|---|---|---|
| date | Significant Covenant | rate | 2021 | 2020 | |||||
| Secured borrowings | |||||||||
| (Note 32) | |||||||||
| Pan Chiao | |||||||||
| Farmers' | |||||||||
| Association | |||||||||
| 2019.12.16- | Long-term credit loan, principal | 2.00% |
$ | - | $ 84,000 | ||||
| Collateralized | 2024.12.16 | repayment at maturity, from | |||||||
| borrowing | December 16, 2019 to December 16, | ||||||||
| 2024, interest is monthly basis | |||||||||
| Pan Chiao | |||||||||
| Farmers' | |||||||||
| Association | |||||||||
| 2019.12.16- | Long-term credit loan, principal | 2.00% | - | 14,000 | |||||
| Collateralized | 2034.12.16 | repayment at maturity, from | |||||||
| borrowing | December 16, 2019 to December 16, | ||||||||
| 2034, interest is monthly basis | |||||||||
| First Commercial | |||||||||
| Bank | |||||||||
| Collateralized |
2019.12.20- | Long-term credit loan, principal | 1.45%~ | 36,525 | 48,352 | ||||
| borrowing | 2024.12.20 | repayment at maturity, from | 1.60% | ||||||
| December 20, 2019 to December 20, | |||||||||
| 2024, interest is monthly basis | |||||||||
| Bank of | |||||||||
| Taiwan | |||||||||
| Collateralized |
2020.04.15- | Long-term credit loan, principal | 1.6406% | 17,777 | 31,111 | ||||
| borrowing | 2023.04.15 | repayment at maturity, from April 15, | |||||||
| 2020 to April 15, 2023, interest is | |||||||||
| monthly basis | |||||||||
| Less: Current | 54,302 | 177,463 | |||||||
| portion of | |||||||||
| long-term | |||||||||
| borrowings | |||||||||
| Long-term bank | ( | 25,332 |
) | ( | 25,160 |
) | |||
| loans | |||||||||
| $ | 28,970 | $ 152,303 | |||||||
| NOTES AND ACCOUNTS PAYABLE | |||||||||
| December 31,2021 | December | 31,2020 | |||||||
| Notes payable | |||||||||
| Notes payable-caused by | |||||||||
| operation | $ | 3,013 | $ | 725 | |||||
| Accounts payable | |||||||||
| Accounts payable | - caused by | ||||||||
| operation | $ 22,987 | $ | 7,240 |
21. NOTES AND ACCOUNTS PAYABLE
The repayment period of accounts receivables is 90-120 days and interest free. Financial risk management policy is formulated by the Group to ensure all the repayment with in the credit period.
22. OTHER LIABILITIES
| OTHER LIABILITIES | ||
|---|---|---|
| Other accounts payable Salary payable Payable for vacations Remuneration payable to employees and directors and supervisors (including subsidiaries) |
December 31,2021 $ 27,877 10,521 81,674 |
December 31,2020 |
| $ 17,116 10,285 6,261 |
44
| Bonus payable Insurance payable Pension payable Professional service fees payable Interest payable VAT payable Others Other current liabilities Other current liabilities Non-current Guarantee Deposit |
December 31, 2021 14,575 6,579 4,725 137 59 3,757 12,971 $ 162,875 $ 7,623 $ 8,566 |
December 31, 2020 13,599 5,448 4,726 1,327 146 38 1,459 $ 60,367 $ 5,719 $ 7,768 |
December 31, 2020 13,599 5,448 4,726 1,327 146 38 1,459 $ 60,367 $ 5,719 $ 7,768 |
|---|---|---|---|
13,599 5,448 4,726 1,327 146 38 1,459 $ 60,367 $ 5,719 $ 7,768 |
23. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
EVERYSPRING, WORLDTREND and TUNG SHENG adopted a pension plan under the Labor Pension Act (LPA), which is a state managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.
Dongguan Found Chain and EVERSPRING LUBRICANT adopted local pension and makes monthly contributions to employees’ individual pension accounts
b. Defined benefit plans
The defined benefit plan adopted by EVERYSPRING and WORLDTREND in accordance with the Labor Standards Law is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Company contributes amounts equal to 6.45% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Company has no right to influence the investment policy and strategy.
The amounts included in the consolidated balance sheets in respect of the Group ’s defined benefit plans were as follows:
| Present value of defined benefit obligation Fair value of plan assets Net defined benefit liabilities |
December 31,2021 $ 10,264 ( 9,171 ) $ 1,093 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
( |
( |
$ 10,194 8,708 ) $ 1,486 |
45
Movements in net defined benefit liabilities (assets) were as follows:
| Balance at January 1, 2020 Service cost Current service cost Net interest expense (income) Recognized in profit and loss Remeasurements Return on plan assets (excluding amounts included in net interest) Actuarial loss (benefit) -Changes in demographic hypothesis -Changes in financial assumptions -Experience adjustments Recognized in other comprehensive income Contributions from the employer Cancellation of old pension account Balance at December 31, 2020 Service cost Current service cost Net interest expense (income) Recognized in profit and loss Remeasurements Return on plan assets (excluding amounts included in net interest) Actuarial loss -Changes in demographic hypothesis -Changes in financial assumptions -Experience adjustments Recognized in other comprehensive income Contributions from the employer Balance at December 31, 2021 |
Present Value of the Defined Benefit Obligation $ 39,790 37 82 119 - 95 ) 812 199 ) 518 - 30,233 ) 10,194 - 39 39 - 115 442 ) 358 31 - $ 10,264 |
Fair Value of the Plan Assets $ 40,259 ) - 69 ) 69 ) 261 ) - - - 261 ) 352 ) 32,233 8,708 ) - 33 ) 33 ) 123 ) - - - 123 ) 307 ) $ 9,171 ) |
Net Defined Benefit Liabilities (Assets) |
|||
|---|---|---|---|---|---|---|
( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( |
$ 469 ) 37 13 50 261 ) 95 ) 812 199 ) 257 352 ) 2,000 1,486 - 6 6 123 ) 115 442 ) 358 92 ) 307 ) $ 1,093 |
46
An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans in accordance with the pension cost rate for the years ended December 31, 2021 and 2020 is as follows:
| Operation cost Marketing cost Management cost |
2021 $ 3 2 1 $ 6 |
2020 | ||
|---|---|---|---|---|
| $ 7 42 1 $ 50 |
Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:
-
a) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
-
b) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
-
c) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:
| Discount rate(s) Expected rate(s) of salary increase |
December 31,2021 0.64% 1.00% |
December 31,2020 |
|---|---|---|
| 0.38% 1.00% |
If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
| Discount rate 0.5% increase 0.5% decrease Expected rate(s) of salary increase 0.5% increase 0.5% decrease |
December 31,2021 ($ 639 ) $ 891 $ 883 ($ 640 ) |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| ( ( |
( ( |
$ 854 ) $ 943 $ 932 $ 853 ) |
The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the
47
change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
| Expected contributions to the plan for the next year Average duration of the defined benefit obligation UITY re capital Ordinary shares Number of shares authorized (in thousands) Shares authorized Number of shares issued and fully paid (in thousands) Shares issued |
December 31,2021 $ 306 15 years December 31, 2021 380,000 $ 3,800,000 214,021 $ 2,140,216 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 315 18 years December 31, 2020 |
|||
| 380,000 $ 3,800,000 214,021 $ 2,140,216 |
24. EQUITY
- a. Share capital
Ordinary shares issued have a par value of $10, carry one vote per share and carry the right to receive dividends.
- b. Capital surplus
| b. Capital surplus | |||
|---|---|---|---|
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital (Note) Conversion of bonds Gain on disposal of assets May be used to offset a deficit only Share of change in capital surplus of associates |
December 31, 2021 $ 219,420 424 312,653 $ 532,497 |
December 31, 2020 |
|
| $ 219,420 424 234,986 $ 454,830 |
Note: Such capital surplus may be used to offset a deficit; in addition, when the Bank has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and to once a year).
c. Retained earnings and dividend policy
Under the Group’s dividend policy as set forth in the Articles, where the Group made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as a legal reserve of 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any
48
remaining profit together with any undistributed retained earnings shall be used by the Group’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. For the policies on the distribution of employees’ compensation and remuneration of directors, refer to employees’ compensation and remuneration of directors in Note 26(6).
The appropriation of earnings mentioned above shall be retained by the board of directors in accordance with the changing operating environment, operation and investment needs. When dividends are declared, cash dividends must be at least 20% of total dividends declared.
An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Group’s paid-in capital. The legal reserve may be used to offset deficits. If the Group has no deficit and the legal reserve has exceeded 25% of the Group’s paid-in capital, the excess may be transferred to capital or distributed in cash.
According to Order No. 1010012865 issued by the FSC, Order No. 1010047490 issued by the FSC, Order No. 1030006415 issued by the FSC and International Financial Reporting Standards and “Q&A on the application of the reference to the special reserve following adoption of IFRSs”, retained earnings should be appropriated to or reversed from a special reserve by the Group.
The loss off-setting for 2020 and 2019 had been approved in the Shareholders’ Meetings of the Group on July 8, 2021 and June 16, 2020, respectively.
The surplus appropriation for 2021 was proposed for the resolution of the Board of Directors on March 23, 2022. The proposal is as follows:
| Legal reserve Cash dividends |
Surplus appropriation $ 120,407 214,022 |
Dividends per share (NT dollars) |
|---|---|---|
| $ - 1.00 |
The surplus appropriation for 2021 is subject to the resolution of the Shareholders’ Meeting to be in June 2022.
49
d. Other equity items
1. Exchange differences on translation of the financial statements of foreign
| December 31, 2021 Balance at January 1 ( $ 48,974 ) Exchange differences arising on translation of foreign operations ( 4,913 ) Share from associates accounted for using the equity method ( 689 ) Reclassification adjustments Disposal and liquidation of subsidiaries 42,873 Balance at December 31 ($ 11,703 ) 2. Unrealized gain and loss of financial assets at FVTOCT December 31, 2021 Balance at January 1 ( $ 18,849 ) Recognized for the period Unrealized gain and loss Equity instruments 19,377 Share from associates accounted for using the equity method ( 1,041 ) Reclassification adjustments Disposal of financial assets measured at fair value through other comprehensive income 1,330 Balance at December 31 $ 817 Non-controlling interests 2021 Balance at January 1 $ 262 Non-controlling interests Revenue for current period 22 Exchange differences arising on translation of foreign operations ( 8 ) Balance at December 31 $ 276 REVENUE 2021 Revenue from contracts with customers Sales revenue $ 158,936 Service revenue 420,828 Other operating revenue 11,706 $ 591,470 |
December 31, 2020 |
December 31, 2020 |
|---|---|---|
| ( $ 40,372 ) ( 8,547 ) ( 55 ) - ($ 48,974 ) December 31, 2020 |
||
| ( ( |
$ 31,570 ) 5,222 7,499 - $ 18,849 ) 2020 |
|
( |
$ 220 55 13 ) $ 262 2020 |
|
| $ 108,833 403,959 18,307 $ 531,099 |
e. Non-controlling interests
25. REVENUE
Contract balances
| Contract balances | |||
|---|---|---|---|
| Notes Receivables and Accounts Receivables (Note 10) |
December 31,2021 $ 87,490 |
December 31,2020 | |
| $ 60,454 |
50
| Contract liabilities Sales of goods Services Disposal of property |
$ 2,186 40,411 - $ 42,597 |
$ 7,279 44,355 17,983 $ 69,617 |
|---|---|---|
Please refer to Note 39 for information of department revenue.
26. Net profit for the Year
| 26. Net profit for the Year | |||||
|---|---|---|---|---|---|
| (1) Interest Income Bank Savings (2) Other Income Dividend Income Rental Income Others (3) Other Profits and Losses Disposal of profits (losses) of property, plant and equipment Gains on disposal of financial assets Mandatory financial assets measured at fair value through profit and loss Gains on disposal of subsidiaries Gains on disposal of construction lands (Note 11) Losses on disposal of intangible assets Gains on disposal of investments using the equity method Mandatory profit of financial assets measured at fair value through profit and loss Net foreign currency exchange losses Depreciation of investment property Lease modification benefits Others |
2021 $ 891 2021 $ 145 17,302 10,196 $ 27,643 2021 ( $ 1,285) 223,712 877,192 44,950 ( 9,036 ) - 572,364 ( 6,692 ) ( 5,803 ) 8 ( 6,848 ) $1,688,562 |
2020 | |||
| $ 1,157 2020 |
|||||
| $ 92 6,945 19,193 $ 26,230 2020 |
|||||
| $ 207 111,681 - - ( 423 ) 50,589 198,046 ( 6,576 ) ( 5,804 ) 72 ( 4,678 ) $ 343,114 |
51
| (4) Financial Costs Interest on bank loans Interest on lease liabilities (5) Depreciation and Amortization Property, plant and equipment Investment property Right-of-use assets Other intangible assets Total Depreciation Expenses Summarized by Function Operating costs Operating expenses Other profits & losses Amortization Expenses Summarized by Function Operating costs Operating expenses (6) Expenses of Employee’s Benefits Post-retirement benefits (Note 23) Defined distribution plan Confirmed welfare plan Pension benefits Other employee’s benefits Salary expenses Labor and health insurance expenses Others Total Expenses of Employee’s Benefits Summary by Function Operating Costs Operating Expenses |
2021 $ 2,071 115 $ 2,186 2021 $ 22,073 5,803 6,224 24,325 $ 58,425 2021 $ 17,021 11,276 5,803 $ 34,100 $ 23,477 848 $ 24,325 2021 $ 21,089 6 21,095 400,582 35,380 14,522 450,484 $ 471,579 $ 251,097 220,482 $ 471,579 |
2020 | ||
|---|---|---|---|---|
| $ 4,768 175 $ 4,943 2020 |
||||
| $ 35,492 5,804 6,326 28,077 $ 75,699 2020 |
||||
| $ 22,572 19,246 5,804 $ 47,622 $ 26,872 1,205 $ 28,077 2020 |
||||
| $ 17,806 50 17,856 324,100 34,091 14,686 372,877 $ 390,733 $ 248,648 142,085 $ 390,733 |
52
Everspring respectively uses 3.75% to 12% and no more than 3% of the benefits before tax of the current year before deducting the distribution of employees and directors and supervisors, to provide employees’ remuneration and directors and supervisors' remuneration.
Estimated percentage
| Remuneration of employees Remuneration of directors Amount Remuneration of employees Remuneration of directors |
2021 4.55% 0.98% 2021 $ 61,661 13,281 |
2020 |
|---|---|---|
| - - 2020 |
||
| $ - - |
EVERSPRING INDUSTRY CO., LTD. had accumulated losses in 2020, the remuneration of employees and the remuneration of directors and supervisors are not estimated.
If there are any amount changes after the date of publication of the annual individual financial statements, it will be treated as the changes in accounting estimates and adjusted to account in the next year.
The relevant information regarding the employees and directors’ remuneration resolved by the Group’s board of directors, please go to the “Market Observation Post System” of Taiwan Stock Exchange for inquiries.
53
27. Income Taxes
(1) Income Tax Recognized in Profit or Loss The main components of income tax expenses are as follows:
| Current tax Current generated Deferred tax Current generated Income tax recognized in profit or loss |
2021 $ 50,157 60,507 $ 110,664 |
2020 | ||
|---|---|---|---|---|
( |
$ 8,763 1,816 ) $ 6,947 |
The adjustments of accounting income and current income tax expenses are as follows:
| follows: | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Net profit before tax | $1,537,253 | $ | 202,270 | |||
| The income tax expenses of net | ||||||
| profit before tax Calculated at | ||||||
| the statutory tax rate | $ 307,451 | $ | 40,454 | |||
| Income not recognized in tax | ( | 29,635 |
) | ( | 10,060 ) | |
| Non-deductible expenses on | ||||||
| tax | - | 977 | ||||
| Securities trading income | ( | 42,347 |
) | ( | 24,417 ) | |
| Unrecognized deductible | ||||||
| temporary differences and loss | ||||||
| deduction | ( | 169,621 | ) | ( | 6,891 ) | |
| Basic income tax | 29,334 | 6,884 | ||||
| Prior years adjustments | 2,236 | - | ||||
| Income tax on remittance of | ||||||
| subsidiaries’ surplus | 13,305 | - | ||||
| The number of effects of | ||||||
| different tax rates applicable to | ||||||
| the consolidated entity | ( | 59 |
) | - | ||
| Income tax expense recognized | ||||||
| in profit and loss | $ 110,664 | $ | 6,947 |
The applicable tax rate for EVERSPRING and subsidiaries in Taiwan is 20%; the applicable tax rate for subsidiaries in China is 25%; the tax amount incurred in other jurisdictions is calculated based on the tax rate applicable to each relevant jurisdiction.
Since the status of the earnings distribution at the 2022 shareholders’ meeting is still uncertain, the potential income tax consequences of 5% income tax on undistributed earnings in 2021 cannot be determined reliably.
(2) Assets and Liabilities of Current Tax
| Assets and Liabilities of Current Tax | |||
|---|---|---|---|
| Current tax liabilities Income tax payable |
December 31,2021 $ 26,742 |
December 31,2020 | |
| $ 10,511 |
54
- (3) Assets and Liabilities of Deferred Tax
The adjustments of the assets and liabilities of deferred tax are as follows: 2021
| 2021 | ||||
|---|---|---|---|---|
| Assets of Deferred Tax Temporary Differences Allowance for bad debts Unrealized exchange profits and losses Unrealized gross profit Investment profits and losses recognized by the equity method Unrealized exchange profits and losses Liabilities of Deferred Tax Temporary Differences Unrealized exchange profits and losses 2020 Assets of Deferred Tax Temporary Differences Allowance for bad debts Unrealized exchange profits and losses Unrealized gross profit Investment profits and losses recognized by the equity method Unrealized compensation for losses Liabilities of Deferred Tax Temporary Differences Unrealized gross profit Accrued pension liabilities |
OpeningBalance $ 5,640 452 1,523 74,174 714 $ 82,503 $ - OpeningBalance $ 5,756 570 - 74,174 714 $ 81,214 $ 8 519 $ 527 |
Recognized in Profit and Loss ( $ 5,640 ) ( 452 ) ( 1,300 ) ( 52,710 ) - ($ 60,102 ) $ 405 Recognized in Profit and Loss ( $ 116 ) ( 118 ) 1,523 - - $ 1,289 ( $ 8 ) ( 519 ) ($ 527 ) |
ClosingBalance | |
| $ - - 223 21,464 714 $ 22,401 $ 405 ClosingBalance |
||||
| ( ( ( ( ( |
$ 5,640 452 1,523 74,174 714 $ 82,503 $ - - $ - |
55
(4) Income Tax Verification Status
Over the years, the settlement and declaration cases of the profit-seeking enterprise income tax of Everspring Industry, Worldtrend Co., UNIINN Technology, AUSPISTEK Corp., Tung Sheng Development and Huachen Company have been reviewed by the tax collection agency until 2019. EVERSPRING TECH USA, INC. and EVERSPRING INDUSTRY (S) PTE LTD. calculate income tax expense in accordance with the local tax laws of the United States and Singapore, respectively, and paid the profit-seeking enterprise income tax. Since EVERSPRING INDUSTRY (S) PTE LTD. has tax losses in the current year, there was no relevant income tax expenses in 2021. As of December 31, 2021, in accordance with the provisions of the “The People Republic of China Foreign Investment Enterprise and Foreign Enterprise Income Tax Act”, Dongguan Found Chain IOT CO., LTD. and EVERSPRING LUBRICANT CO., LTD. both have accumulated losses, so there were no relevant income tax expenses in 2021.
28. EARNINGS PER SHARE
| Basic earnings per share Diluted earnings per share |
Unit: NTD per Share 2021 2020 $ 6.67 $ 0.91 $ 6.58 $ 0.91 |
|
|---|---|---|
Used to calculate the Group’s earnings per share and the weighted average number of ordinary shares are as follows:
| Net Profit for the Year Net profit attributable to the owners of the company Number of Shares The weighted average number of ordinary shares used to calculate the basic earnings per share The impact of diluting potential ordinary shares: Employees’ remuneration The weighted average number of ordinary shares used to calculate the diluted earnings per share |
2021 $1,426,567 Unit: In 2021 214,021 2,675 216,696 |
||
|---|---|---|---|
If The Group chooses to distribute employees’ remuneration in stocks or cash, when calculating the diluted earnings per share, it is assumed that employees’ remuneration will be distributed in stocks, and when the potential ordinary stock has a
56
diluting effect, it is included in the weighted average number of outstanding shares to calculate diluted earnings per share. When calculating the diluted earnings per share before the shareholders' meeting in the following year decides on the number of shares to be distributed for employees’ remuneration, the dilution effect of these potential ordinary shares will also be considered.
29. DISPOSAL OF SUBSIDIARIES
The board of directors of the Group passed the resolution on December 26, 2018 to sell 100% equity of Dongguan Li Yuan Electronics Co., Ltd. to a non-related party, Dongguan Huatang Yue Shan Investment Co., Ltd. The Group had completed the registration of the change of the business license on January 18, 2021, and collected the price amount in February 2021 and accomplished the transfer. The Group lost . its control over the subsidiary after the handover
- (1) Consideration received
| Consideration received | ||
|---|---|---|
| Cash and cash equivalents Total consideration received |
Dongguan Li Yuan | |
| $ 1,291,265 $ 1,291,265 |
- (2) Analysis of assets and liabilities on the lost control date (February 28, 2021) of lost control over the subsidiary
| control over the subsidiary | |
|---|---|
| Current assets Cash and cash equivalents Accounts receivable Inventories Other current assets Non-current assets Property, plant and equipment Right-of-use assets Current liabilities Short-term borrowings Other payables Net assets of disposal of subsidiaries |
Dongguan Li Yuan |
| $ 206 8 192 293 284,182 21,878 ( 26,064 ) ( 1,590 ) $ 279,105 |
| (3) Gains on disposal of subsidiaries Consideration received Capital gains tax paid for selling subsidiaries Net assets of disposal of subsidiaries |
Dongguan Li Yuan |
|---|---|
| $ 1,291,265 ( 84,495 ) ( 279,105 ) |
57
Dongguan Li Yuan
| Dongguan Li Yuan | |
|---|---|
| Exchange differences of reclassification to profit and loss from equity of lost control over subsidiaries Gains on disposal of subsidiaries Net cash inflow from the disposal of subsidiaries Consideration received in cash and cash equivalents Less: Capital gains tax paid for selling subsidiaries Less: Cash and cash equivalents balance on the disposal |
( 50,473 ) $ 877,192 Dongguan Li Yuan |
| $ 1,291,265 ( 84,495 ) ( 206 ) $ 1,206,564 |
- (4) Net cash inflow from the disposal of subsidiaries
30. CAPITAL RISK MANAGEMENT
The Group conducts capital management to ensure that the companies in the group can be under the premise of continuous operation and maximize shareholder compensation by optimizing the balance of debt and equity.
The capital structure of The Group is composed of the debts of The Group (i.e. borrowings minus cash and cash equivalents) and the equity attributable to the owners of The Group (i.e. capital stock, capital reserves, retained earnings and other equity items).
The Group does not have to comply with other external capital requirements.
31. FINANCIAL INSTRUMENT
-
(1) Fair value information – financial instruments not measured at fair value The management of The Group believes that the carrying amount of financial
-
assets and financial liabilities that are not measured by fair value approaches their fair value.
-
(2) Fair value information – financial instruments measured at fair value 1. Fair Value Hierarchy December 31, 2021
| Fair Value Hierarchy December 31, 2021 |
||||||||
|---|---|---|---|---|---|---|---|---|
| Financial assets measured at fair value through profit and loss Domestic listed (OTC) stocks Foreign unlisted (un-OTC) stocks Fund beneficiary certificate Total Financial assets measured at fair value through other comprehensive income and losses Domestic listed (OTC) stocks Domestic unlisted (un-OTC) stocks Foreign unlisted (un-OTC) Stocks |
Level 1 $ 1,051,470 - - $ 1,051,470 $ 337 - - |
Level 2 $ - - - $ - $ - - - |
Level 3 $ - 22,264 1,077 $ 23,341 $ - 30,837 41,569 |
Total | ||||
| $ 1,051,470 22,264 1,077 $ 1,074,811 $ 337 30,837 41,569 |
58
| Total December 31, 2020 Financial Assets Measured at Fair Value Through Profit and Loss Domestic listed (OTC) stocks Fund beneficiary certificate Total Financial Assets Measured at Fair Value Through Other Comprehensive Income and Losses Domestic listed (OTC) stocks Domestic unlisted (un-OTC) Stocks Foreign unlisted (un-OTC) Stocks Total |
$ 337 Level 1 $ 388,299 - $ 388,299 $ 188 - - $ 188 |
$ - Level 2 $ - - $ - $ - - - $ - |
$ 72,406 Level 3 $ - 991 $ 991 $ - 21,849 32,141 $ 53,990 |
$ 72,743 Total |
||||
|---|---|---|---|---|---|---|---|---|
| $ 388,299 991 $ 389,290 $ 188 21,849 32,141 $ 54,178 |
In 2021 and 2020, there were no transfers of fair value measurement between level 1 and level 2.
- Reconciliation of Financial Assets Measured by Level 3 Fair Value 2021
| 2021 | ||
|---|---|---|
Opening balance Recognized in profit and loss (other profits and losses) Recognized in other comprehensive income and losses (unrealized profits and losses of financial assets measured at fair value through other comprehensive income and losses) New investments Liquidation and refund of shares Capital reduction and refund of shares Closing balance |
Measured at Fair Value Through Profit and Loss EquityInstrument $ 991 86 - 22,264 - - $ 23,341 |
Financial Assets Measured at fair Value Through Other Comprehensive Income and Losses |
| EquityInstrument | ||
| $ 53,990 - 19,227 - ( 373 ) ( 438 ) $ 72,406 |
59
2020
| 2020 | |||
|---|---|---|---|
Opening balance Recognized in profit and loss (other profits and losses) recognized in other comprehensive income and losses (unrealized profits and losses of financial assets measured at fair value through other comprehensive income and losses) Capital reduction and refund of shares Closing balance |
Measured at Fair Value Through Profit and Loss EquityInstrument $ 1,632 ( 515 ) - ( 126 ) $ 991 |
Financial Assets Measured at fair Value Through Other Comprehensive Income and Losses |
|
| EquityInstrument | |||
| $ 48,770 - 5,220 - $ 53,990 |
-
Evaluation Technology and Input Value for Level 3 Fair Value Measurement The estimation of Level 3 fair value is based on the analysis of the investee’s financial status and operating results, with reference to companies with similar businesses, their stock quotes in active markets, and the value multiplier implied by such prices and related transaction information. Considering the difference between the evaluation target and the comparable target, use an appropriate multiplier to estimate the value of the evaluation target.
-
(3) Categories of Financial Instruments
| target. Categories of Financial Instruments |
||
|---|---|---|
| Financial Assets Measured at fair value through profit and loss Mandatory to measure at fair value through profit and loss Financial assets measured at amortized cost (Note 1) Financial assets measured at fair value through other comprehensive income and losses Investment of equity instrument Financial Liabilities Measured at amortized cost (Note 2) |
December 31,2021 $1,074,811 1,479,130 72,743 313,177 |
December 31,2020 |
| $ 389,290 453,089 54,178 382,530 |
60
-
Note 1:The balance includes the financial assets measured at amortized cost such as cash and cash equivalents, notes receivable, notes receivable – related parties, accounts receivable, accounts receivable – related parties, other receivables, other receivables – related parties and the time deposits of the original due date over 3 months, etc.
-
Note 2:The balance includes the financial liabilities measured at amortized cost such as short-term loans, notes payable, accounts payable, other payables, other payables – related parties, long-term loans due date within one year and long-term loans, etc.
-
(4) Objectives and Policies of Financial Risk Management
The main financial instruments of The Group include equity investment, note receivable, notes receivable – related parties, accounts receivable, accounts receivable – related parties, other receivables, other receivables – related parties, notes payable, accounts payable, accounts payable – related parties, other payables and loans. The Company's financial management department provides services for various business units, overall plans and coordinates access to operate domestic and international financial market, and supervises and manages financial risks related to the Company's operations by analyzing internal risk reports based on the degree and breadth of risk. These risks include market risks (including exchange rate risk and interest rate risk), credit risk and liquidity risk.
The financial management department reports quarterly to the board of directors of The Group. The board of directors is responsible for overseeing risks and implementing the policies to reduce risks.
- Market Risk
The operating activities of The Group make The Group bear the main financial risks that are the risk of changes in foreign currency exchange rates (see below (1)) and the risk of changes in interest rates (see below (2)).
The Group’s risks related to market risks of financial instruments and their management and measurement methods have not changed.
- (i) Currency Risk
Several subsidiaries of The Group are engaged in sales and purchase transactions denominated in foreign currencies. As a result, The Group has the risk of exchange rate changes.
The carrying amounts of monetary assets and monetary liabilities of The Group that are not denominated in functional currencies at the balance sheet date are detailed in Note 37.
Sensitivity Analysis
The Group is mainly affected by fluctuations in the exchange rate of the U.S. dollar.
The following table details the sensitivity analysis of The Group when the exchange rate of the New Taiwan Dollar (functional currency) to each relevant foreign currency increases and decreases by 1%. 1% is the sensitivity rate used when reporting exchange rate risks to the key management within the group, and also represents the management's evaluation of the reasonably possible range of changes in foreign currency exchange rates. The sensitivity analysis only includes monetary items in foreign currencies in circulation and forward foreign exchange contracts designated as cash flow hedging, and the conversion at the end of the period is adjusted with 1% of the exchange rate change. The scope
61
of sensitivity analysis includes external loans and borrowings that are not denominated in the functional currency of the creditors or the borrowers.
| Profits and Losses Profits and Losses Profits and Losses |
Impact of U.S. Dollars | Impact of U.S. Dollars |
|---|---|---|
| 2021 2020 $ 372 (i) $ 741 (i) Impact of RMB |
2020 | |
| 2021 $ 610 (i) Impact of Hong |
2020 | |
| $ - (i) KongDollars |
||
| 2021 $ 589 (i) |
2020 | |
| $ - (i) |
-
(i) Mainly derived from the USD, RMB and HKD-denominated receivables and payables of The Group that are still in circulation on the balance sheet date and have not conducted cash flow hedging.
-
(2) Interest Rate Risk
Due to the entities in The Group borrow funds at fixed and floating interest rates at the same time, interest rate risk is incurred. The Group manages interest rate risk by maintaining an appropriate combination of fixed and floating interest rates.
The carrying amounts of The Group's financial assets and financial liabilities subject to interest rate risk on the balance sheet date are as follows:
| follows: | ||
|---|---|---|
With Fair Value Interest Rate Risk -Financial Assets -Financial Liabilities With Cash Flow Interest Rate Risk -Financial Assets -Financial Liabilities |
December 31,2021 $ 374,858 54,302 1,009,490 70,000 |
December 31,2020 |
| $ 77,582 177,463 312,745 114,850 |
Sensitivity Analysis
The sensitivity analysis below is determined based on the interest rate risk of derivative and non-derivative instruments on the balance sheet date. For floating-rate liabilities, the analysis method is based on the assumption that the amount of liabilities outstanding on the balance sheet date is in circulation during the reporting period. The rate of change used when reporting interest rates to the key management within the group is an increase or decrease of 0.25%, which also represents management's evaluation of the reasonably possible range of changes in interest rates.
If the interest rate increases/decreases by 0.25% and all other variables remain unchanged, The Group’s net loss before tax for 2021 and 2020 will decrease/increase by NT$2,349,000 and NT$494,000, mainly due to the part of risk of interest rate changes caused by bank
62
deposits and bank borrowings of The Group’s floating interest rate calculation.
- (3) Other Price Risks
Financial assets – current equity investments available for sale held by The Group are held for trading. The Group incurs the equity price risk due to the listed (OTC) equity securities investment. The equity price risk of The Group is mainly concentrated on the equity instruments of the ROC Stock Exchange. The equity price risk of The Group is still under the control of the management.
Sensitivity Analysis
The sensitivity analysis below is based on the equity price risk on the balance sheet date.
If the equity price increases/decreases by 1%, the 2021 profits (losses) before tax will increase/decrease by NT$10,748,000 due to the changes in the fair value of financial assets measured at fair value through profit and loss. The 2021 other comprehensive income and losses before tax will increase/decrease by NT$727,000 due to changes in the fair value of financial assets measured at fair value through other comprehensive income and losses.
If the equity price increases/decreases by 1%, the 2020 profits (losses) before tax will increase/decrease by NT$3,893,000 due to the changes in the fair value of financial assets measured at fair value through profit and loss. The 2020 other comprehensive income and losses before tax will increase/decrease by NT$542,000 due to changes in the fair value of financial assets measured at fair value through other comprehensive income and losses.
- Credit Risk
Credit risk refers to the risk that the counterparty of the transaction defaults on contractual obligations and causes financial losses to The Group. As of the balance sheet date, the maximum credit risk of The Group that may be due to the counterparty's failure to perform obligations is mainly derived from the carrying amount of financial assets recognized in the consolidated balance sheet.
The credit risk of The Group is mainly concentrated on the top three customers of The Group. As of December 31, 2021 and 2020, the ratio of total accounts receivables from the aforementioned customers were 30% and 24% respectively.
- Liquidity Risk
The Group manages and maintains sufficient cash and cash equivalents to support the group's operations and reduce the impact of cash flow fluctuations. The management of The Group supervises the use status of the bank’s financing lines and ensures compliance with the terms of the loan contract. (1) Liquidity and Interest Rate Risk Table of Non-Derivative Financial Liabilities
The remaining contract maturity analysis of non-derivative financial liabilities is based on the earliest date that The Group may be required to repay, and is compiled based on the undiscounted cash flows of the financial liabilities (including principal and estimated interest).
Therefore, the bank loans that the Company can be required to repay immediately are within the earliest period in the table below, regardless
63
of the probability of the bank immediately executing the right; the maturity analysis of other non-derivative financial liabilities is compiled in accordance with the agreed repayment date.
For interest cash flows paid at floating interest rates, the undiscounted interest amount is derived from the yield curve on the balance sheet date.
December 31, 2021
| Non-derivative Financial Lease Liability Floating Interest Rate Instruments Fixed Interest Rate Instruments |
Pay on Demand or Less Than 1 Month |
1 to 3 Months | 1 to 3 Months | 3 Months to 1 Year |
3 Months to 1 Year |
1 to 5 Years | More Than 5 Years |
More Than 5 Years |
||
|---|---|---|---|---|---|---|---|---|---|---|
| $ - 50,049 - $ 50,049 |
$ 1,821 - - $ 1,821 |
$ 4,623 20,041 26,145 $ 50,809 |
$ 9,361 - 30,134 $ 39,495 |
$ 296 - - $ 296 |
December 31, 2020
| Non-derivative Financial Liabilities Lease Liability Floating Interest Rate Instruments Fixed Interest Rate Instruments |
Pay on Demand or Less Than 1 Month |
1 to 3 Months | 1 to 3 Months | 3 Months to 1 Year |
3 Months to 1 Year |
1 to 5 Years | More Than 5 Years |
More Than 5 Years |
||
|---|---|---|---|---|---|---|---|---|---|---|
| $ - 30,000 - $ 30,000 |
$ 1,371 - - $ 1,371 |
$ 3,657 173,078 26,005 $ 202,740 |
$ 5,995 - 164,695 $ 170,690 |
$ 1,470 - - $ 1,470 |
The amount of floating interest rate instruments for the aforementioned non-derivative financial assets and liabilities will be changed due to the difference between the floating interest rate and the interest rate estimated on the balance sheet date.
(2) Financing Line
| interest rate estimated on the Financing Line |
balance sheet date. | ||
|---|---|---|---|
Unused Guaranteed Bank Loan Line -Used Amount -Unused Amount |
December 31,2021 $ 124,302 305,698 $ 430,000 |
December 31,2020 | |
| $ 292,313 262,538 $ 554,851 |
64
32. TRANSACTIONS WITH RELATED PARTIES
The transactions, account balances, income and expenses between the Company and its subsidiaries (which are related parties of the Company) are all eliminated at the time of the consolidation, so they are not disclosed in this note. The transactions between The Group and other related parties are as follows.
| (1) | Name and Relations of Related Parties Name of Related Parties Medigen Biotechnology Corporation (Referred to as Medigen Biotech Co.) Medigen Vaccine Biologics Corporation (Referred to as Medigen Vaccine) Tong Chuang Construction and Development Co., Ltd. (Referred to as Tong Chuang Co.) Tong Neng Development and Construction Co., Ltd. (Referred to as Tong Neng Co.) Shiu Chai Investment Corp. (Referred to as Shiu Chai Co.) Chang Tse Ling |
Relations with The Group |
|---|---|---|
| Affiliated Company Other Affiliated Company Other Affiliated Company Other Affiliated Company Other Affiliated Company Chairman of the Company |
- (2) Major Transactions with Related Parties 1. Labor Income
| Labor Income | ||||
|---|---|---|---|---|
| Name of Related Parties Affiliated Company Other Affiliated Company |
2021 $ 251 810 $ 1,061 |
2020 | ||
| $ 252 1,004 $ 1,256 |
There are no major differences for the services such as the prices charged and payment transaction conditions provided between the related parties and the general manufacturers.
65
- Other Operating Revenues
| Other Operating Revenues | ||||
|---|---|---|---|---|
| Name of Related Parties Affiliated Company Other Affiliated Company Tong Chuang Co. Medigen Vaccine |
2021 $ 12 2,080 17 $ 2,109 |
2020 | ||
| $ 12 2,330 52 $ 2,394 |
The allowance on construction payments from the Group to Tong Chuang Co. in 2021 was NT$2,566,000.
There are no major differences between the sales prices and payment transaction conditions from the general manufacturers.
- Rental Expenses
| transaction conditions from the general manufacturers. 3. Rental Expenses |
|||
|---|---|---|---|
| Name of Related Parties 2021 2020 Other Affiliated Company $ 136 $ 136 The lease contract between the Company and other affiliated companies is to negotiate the rents with reference to the market conditions, and to calculate and pay the rents on a monthly basis. Accounts Receivable from the Related Parties (Excluding Loans to Related Parties) Account Item Category of Related Parties December 31, 2021 December 31, 2020 Accounts Receivable Other Affiliated Company Tong Chuang Co. $ 142 $ 3,905 |
2020 | ||
| $ 3,905 |
The lease contract between the Company and other affiliated companies is to negotiate the rents with reference to the market conditions, and to calculate and pay the rents on a monthly basis.
- (3) Accounts Receivable from the Related Parties (Excluding Loans to Related Parties)
No guarantee is received for the outstanding accounts receivable from related parties.
- (4) Obtain Financial Assets 2020
| 2020 | |||||||
|---|---|---|---|---|---|---|---|
| Category of Related Parties |
Related Parities Participating in the Bidding Auction |
Account Item | Way of Obtaining Cash Capital Increase Same as Above Same as Above |
Number of Shares Traded |
Transactio n Subject Stock Same as Above Same as Above |
The Price Obtained |
|
| Other Affiliated Company Medigen Vaccine Medigen Vaccine Medigen Vaccine |
Everspring Worldtrend UNIINN |
Financial Assets Measured at Fair Value Through Profit and Loss Same as Above Same as Above |
658 900 63 |
$ 52,584 72,000 5,061 $ 129,645 |
-
(5) Reward for Key Management The total remuneration for directors and other key management in 2021 and
-
2020 is as follows:
| 2020 is as follows: | ||||
|---|---|---|---|---|
| Short-term Employee Benefits | 2021 $ 29,058 |
2020 | ||
| $ 10,068 |
66
- (6) Other Related Party Transactions
As of December 31, 2021 and 2020, The Group’s long- and short-term bank’s borrowings are all jointly guaranteed by Chang Tse Ling, Kao Yun Hwa and Huang Tzu Liang.
33. PLEDGED ASSETS
The following assets of The Group have been provided as collateral for bank's borrowings:
| borrowings: | |||
|---|---|---|---|
| Inventory – Land for Construction Property, Plant and Equipment, and Investment Property Land Building |
December 31,2021 $ 351,869 183,861 129,289 $ 665,019 |
December 31,2020 | |
| $ 282,953 183,861 135,369 $ 602,183 |
34. Significant Contingent Liabilities and Unrecognized Commitments
EVERSPRING INDUSTRY CO., LTD entrusted Pegatron Corporation (referred to as "Pegatron Company") to produce multimedia audio-visual equipment. However, Pegatron Company requested the Company to pay the amount stated on the notice minus the amount of materials sold by Pegatron Company with the "Consignment Production Preparation Material Notice" that was not signed by both parties. As the two parties had disputes over the validity of the dispute preparation material notice, Pegatron Company requested the New Taipei District Court for the Company to pay US$164,793.67. This case has reached a settlement with Pegatron Company in 2021, and the Company needs to pay Pegatron Company US$120,000. As of December 31, 2021, the Company had paid US$60,000 and accounted to the related liabilities; as of February 24, 2022, the balance of US$60,000 had been paid.
As of December 31, 2021 and 2020, the Group issued guaranteed bills payable for bank loans is NT$120,000,000 and NT$120,000,000, respectively.
35. SIGNIFICANT POST-PERIOD ITEMS
None
36. OTHER ITEMS
-
(1) The Company evaluated that the global pandemic of COVID-19 did not have a significant impact on the Company’s ability to continue operations, asset impairment, and financing risks, etc.
-
(2) On November 11, 2020, the board of directors of EVERSPRING INDUSTRY CO., LTD passed the resolution to merge AUSPISTEK Corporation to improve the Company’s operating efficiency and the integration of the group’s brand, and in the same resolution of the board of directors that the base date of the merger was December 1, 2020. Due to AUSPISTEK Corporation is a 100%-owned subsidiary of EVERSPRING INDUSTRY CO., LTD, in accordance with the regulations of the Questions and Answers "Doubts about Handling Business Mergers under Joint Control of IFRS3" issued by the Accounting Research and Development Foundation, since IFRS3 "Business Mergers" does not have express provisions for business mergers under joint control, the relevant interpretation letters issued by our country should still apply.
67
The essence of EVERSPRING INDUSTRY CO., LTD’s merging of AUSPISTEK Corporation is the organizational reorganization. According to the relevant interpretation letter issued by the Accounting Research and Development Foundation, when EVERSPRING INDUSTRY CO., LTD acquired the equity of AUSPISTEK Corporation for merger, it shall account for the book value of all assets and liabilities in AUSPISTEK Corporation and prepare the consolidated balance sheet accordingly. When preparing the comparative financial statements, it should be deemed to have been consolidated from the beginning and re-edited the comparative period financial statements.
37. INFORMATION ON THE SIGNIFICANT IMPACT OF FOREIGN CURRENCY
ASSETS AND LIABILITIES
Information on the significant impact of foreign currency financial assets and liabilities of The Group (including monetary items denominated in non-functional currencies that have been written off in the consolidated financial statements) is as follows:
December 31, 2021
| follows: December 31, 2021 |
||||
|---|---|---|---|---|
| Unit:Thousands of Foreign Currencies / Thousands of New Taiwan Dollars | ||||
| Foreign | Carrying | |||
| Currency | Exchange Rate | Amount | ||
| Financial Assets | ||||
| Monetary Items | ||||
| USD |
$ | 1,344 |
27.68 (USD:TWD) |
$ 37,202 |
| USD |
779 |
6.372 (USD:RMB)) |
4,964 |
|
| HKD |
16,592 |
3.549 (HKD:TWD) |
58,885 |
|
| RMB |
14,048 |
4.344 (RMB:TWD) |
61,025 |
|
| Non-monetary | ||||
| Items | ||||
| USD |
39 |
27.68 (USD:TWD) |
1,077 |
|
| Financial Liabilities | ||||
| Monetary items | ||||
| USD |
5 |
27.68 (USD:TWD) |
126 |
|
| December 31, 2020 |
| December 31, 2020 | ||||
|---|---|---|---|---|
| Unit:Thousands of Foreign Currencies / Thousands of New Taiwan Dollars | ||||
| Foreign | Carrying | |||
| Currency | Exchange Rate | Amount | ||
| Financial Assets | ||||
| Monetary Items | ||||
| USD | $ | 1,022 |
28.48 (USD:TWD) |
$ 29,107 |
| USD | 1,703 |
4.377 (USD:CNY) |
48,513 |
|
| USD | 21 |
0.73 (USD:GBP) |
599 |
|
| Non-monetary | ||||
| Items | ||||
| USD | 54 |
28.48 (USD:TWD) |
1,538 |
68
| Financial Liabilities Monetary items USD USD USD |
Unit:Thousands of Foreign Currencies / Thousands of New Taiwan Dollars Foreign Currency Exchange Rate Carrying Amount 42 28.48 (USD:TWD) 1,196 24 4.377 (USD:CNY) 674 78 0.73 (USD:GBP) 2,220 |
|---|---|
The net foreign currency exchange losses of The Group in 2021 and 2020 were NT$6,692,000 and NT$6,576,000, respectively. Due to the various types of functional currencies of the group’s entities, therefore, it is impossible to disclose the exchange profits and losses according to the foreign currencies of each significant impact.
38. SUPPLEMENTARY DISCLOSURES
-
Information on significant transactions, and 2. Information on investees:
-
A. Lending funds to others: Please refer to Table 1.
-
B. Providing endorsements or guarantees for others: None.
-
C. Holding of securities at the end of the period: Please refer to Table 2.
-
D. Aggregate purchases or sales of the same securities reaching NT$300 million or 20 percent of paid-in capital or more: None.
-
E. Acquisition of real estate reaching NT$300 million or 20 percent of paid-in capital or more: None.
-
F. Disposal of real estate reaching NT$300 million or 20 percent of paid-in capital or more: None.
-
G. Purchases or sales of goods from or to related parties reaching NT$100 million or 20 percent of paid-in capital or more: Please refer to Table 3.
-
H. Accounts receivable from related parties reaching NT$100 million or 20 percent of paid-in capital or more: None.
-
I. Trading in derivative instruments: None.
-
J. The business relationship between the parent and the subsidiaries and between each subsidiary, and the circumstances and amounts of any significant transactions between them: Please refer to Table 7.
-
K. Investee information: Please refer to Table 4.
69
-
Information on investments in the Mainland Area:
-
A. If the issuer directly or indirectly exercises significant influence or control over, or has a joint venture interest in, an investee company in the Mainland Area, it shall disclose information on the investee company, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, shareholding ratio, profit or loss for the period and recognized investment gain or loss, carrying amount of the investment at the end of the period, repatriated investment gains, and limit on the amount of investment in the Mainland Area: Please refer to Table 5.
-
B. Any of the following significant transactions with investee companies in the Mainland Area, either directly or indirectly through a third area, and their prices, payment terms, and unrealized gains or losses: Please refer to Table 6. a. The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.
-
b. The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.
-
c. The amount of property transactions and the amount of the resultant gains or losses.
-
e. The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.
-
f. The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.
-
g. Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services.
-
-
Information on major shareholders: the names, numbers of shares held, and shareholding percentages of shareholders who hold 5 percent or more of the insurance enterprise's equity: Please refer to Table 8.
39. SEGMENT INFORMATION
Information provided to the chief operating decision-maker for allocating resources and assessing departmental performance focuses on each type of product or service delivered or provided. The reportable departments of The Group are as follows:
Intelligent security control Security service
Segment Revenue and Operating Results
The reportable departments information provided to the chief operating decision-maker are as follows:
70
| Intelligent security control Security serve Interest income Other revenue Other profit and loss Financial costs Share of profit of associates & joint ventures accounted for using equity method Profit before tax |
Segment | Revenue Year ended December 31, 2020 $ 127,140 403,959 $ 531,099 |
Segment Profit or Loss | Segment Profit or Loss | Segment Profit or Loss |
|---|---|---|---|---|---|
| Year ended December 31, 2021 $ 170,637 420,833 $ 591,470 |
Year ended December 31, 2021 ( $ 175,947 ) 4,901 ( 171,046 ) 891 27,643 1,688,562 ( 2,186 ) ( 6,611 ) $ 1,537,253 |
Year ended December 31, 2020 |
|||
| ( ( ( ( |
( ( ( ( |
$ 134,130 ) 11,764 122,366 ) 1,157 26,230 343,114 4,943 ) 40,922 ) $ 202,270 |
The external revenue reported above is generated from transactions with external customers.
Segment Profit refers to the profits earned by each segment, excluding headquarter administrative cost and directors’ remuneration, the share of profit of associates and joint ventures accounted for using equity method, other revenue, other profit or loss, financial costs, and income tax expenses. This measure is provided to the chief operating decision-maker to allocate resources to the Department and assess its performance.
(1) Geographical information
The Group operates mainly in three regions – Taiwan, China, and others.
The Group's revenue from external customers by location of operations and non-current assets by area are as follows:
Taiwan China Others |
Revenue From External Customers 2021 2020 $ 462,068 $ 512,878 125,103 6,722 4,299 11,499 $ 591,470 $ 531,099 |
Revenue From External Customers 2021 2020 $ 462,068 $ 512,878 125,103 6,722 4,299 11,499 $ 591,470 $ 531,099 |
Revenue From External Customers 2021 2020 $ 462,068 $ 512,878 125,103 6,722 4,299 11,499 $ 591,470 $ 531,099 |
Non-Current Assets | Non-Current Assets | Non-Current Assets | |
|---|---|---|---|---|---|---|---|
| 2021 $ 462,068 125,103 4,299 $ 591,470 |
2021 $ 1,271,334 9,340 - $ 1,280,674 |
2020 | |||||
| $ 1,110,660 12,817 - $ 1,123,477 |
Non-current assets do not include deferred income tax assets
(2) Major customer information
There was no customer accounting for more than 10% of the Group’s operating revenue for the year.
71
Everspring Industry Co., Ltd. and Subsidiaries Loans to Others Year ended December 31, 2021
Table 1
Unit: NT$ thousand
| No. (Note 1) |
Creditor | Borrower | General Ledger Account (Note 2) |
Maximum outstanding balance during the year ended December 31, 2021 |
Balance at December 31, 2021 (Note 8) |
Actual Amount Drawn Down |
Interest Rate Range % |
Nature of Loan (Note 3) |
Amount of Transactions with the Borrower (Note 4) |
Reason for Short-term Financing (Note 5) |
Loss Allowance |
Col | lateral | Limit on Loans Granted to a Single Party (Note 6 & 7) |
Ceiling on Total Loans Granted (Note 6 & 7) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||
| 0 1 2 |
EVERSPRING INDUSTRY CO., LTD. UNIINN TECHNOLOGY CO., LTD. EVERSPRING LUBRICANT CO., LTD. |
Tung Sheng Development Corporation Tung Sheng Development Corporation Ning-Bo Guang-Lian Electronic Co., Ltd |
Other receivables-rela ted parties Other receivables Other receivables |
$ 90,000 8,000 438 |
$ 90,000 - - |
$ - - - |
1.7% -% -% |
2 2 2 |
$ - - - |
Operating needs Operating need Operating need |
$ - - - |
- - - |
$ - - - |
$ 782,187 106,563 1,156 |
$1,564,734 213,126 2,312 |
- Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:
(1) The Company is ‘0’
(2) The subsidiaries are numbered in order starting from ‘1’.
Note2: In case of fund loan and nature, accounts receivable from related enterprises, accounts receivable from related parties, shareholder transactions, prepayments, interim payments, etc., shall be filled in the table.
Note 3: The companies with number ‘1’ are related to business transaction; and the companies with number ‘2’ are related to short-term financing.
Note 4: If the loan and nature of funds is "1", the amount of business transaction shall be filled in.
-
Note 5: If the loan and nature of the funds is 2, the reasons for the necessary funds and the use of the funds to be lent shall be specified, such as repayment of loans, purchase of equipment, business turnover, etc. Note 6:
-
(1) The total loans to others of the Company shall not exceed twenty percent of the net value, and the total amount shall not exceed forty percent of the Company's net value.
-
(2) The Company's business and individual loans shall not exceed the total business transactions between the two parties in the previous two years. Business transaction amount means the amount of purchase or sales between both parties, whichever is higher. In addition, the amount of goods sold includes the part of goods purchased on behalf of others.
-
Note 7: The company, directly and indirectly, holds one hundred percent of the voting shares of foreign companies, due to the need for short-term financing funds to engage in capital loans, the amount of which is not subject to the "loan and forty percent of net corporate value" limit, and its financing period does not apply to one year or one business cycle.
-
Note 8: Public Companies follow item 1 Article 14 of “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies”. Each financing provided need to be approved by board of directors and announce the amount, risk even the Financing Company doesn’t borrow money to the counter party. It needs to announce the amount after repay. It needs to announce the highest lending limit for announcement application amount even the board of directors approved the loan can borrow several times during one year or roll over.
72
Unit: NT$ thousand
EVERSPRING INDUSTRY CO., LTD. and Subsidiaries Holding of Securities at the End of the Period Year ended December 31, 2021
Table 2
| Securities held by | Marketable securities | Relationship with the securities issuer |
General ledger account | As of December31,2020 | As of December31,2020 | As of December31,2020 | Footnote | ||
|---|---|---|---|---|---|---|---|---|---|
| Number of shares (in thousands) |
Book Value | Ownership (%) | Fair Value |
||||||
| EVERSPRING INDUSTRY CO., LTD. UNIINN TECHNOLOGY CO., LTD.. WorldTrend Co., Ltd. EVERSPRING INDUSTRY CO., LTD. UNIINN TECHNOLOGY CO., LTD.. EVERSPRING INDUSTRY CO., LTD. EVERSPRING INDUSTRY CO., LTD. EVERSPRING INDUSTRY CO., LTD. UNIINN TECHNOLOGY CO., LTD.. |
Stock Medigen Vaccine Biologics TATUNG CO. NANKANG Rubber Tire U-GEN Biotechnology Stock Medigen Vaccine Biologics Stock Medigen Vaccine Biologics TATUNG CO. Stock Fubon Financial Stock Green Energy Bonds Lanka Graphite Limited Fund ARCH VENTURE FUND Stock Eleceram Technology Co., Ltd. UWIN Technologies Co., Ltd. Fund Translink Capital |
- - - - - - - - - - - - - - |
Current financial assets at fair value through profit or loss 〃 〃 〃 〃 〃 〃 Current financial assets at fair value through profit or loss 〃 Current financial assets at amortized cost Non-Current financial assets at fair value through profit or loss Non-Current financial assets at fair value through other comprehensive income 〃 〃 |
2,190 2,000 1,123 635 420 320 2,000 4 190 - - 1,652 700 - |
$ 654,848 65,200 45,032 22,264 125,510 95,680 65,200 $ 1,073,734 $ 337 - $ 337 $ - (Note 1) $ 1,077 $ 30,837 - 30,837 41,569 $ 72,406 |
1.04 - - 0.35 0.20 0.15 0.09 - - - - 13.77 5.44 |
$ 654,848 65,200 45,032 22,264 125,510 95,680 65,200 337 - - 1,077 30,837 - 41,569 |
@299 @32.6 @40.1 @299 @299 @32.6 @76.3 - - |
Note 1: It is the net amount of NT$13,507 thousand net of accumulated impairment of NT$13,507 thousand (financial assets measured at amortized cost – current).
73
EVERSPRING INDUSTRY CO., LTD. and Subsidiaries
Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more Year ended December 31, 2021
Table 3
Unit: NT$ thousand
| Purchases or sales of goods from or to |
Transaction party |
Relationship | Transaction | Transaction | Conditions and causes why trading condition is different from normal trading |
Conditions and causes why trading condition is different from normal trading |
Notes and accounts receivable (payable) |
Notes and accounts receivable (payable) |
Footnote | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases or Sales |
Amount |
% of total purchases (sales) amount |
Credit period |
Unit price | Credit period | Balance | % of total notes and accounts receivable (payable) amount |
||||
| Dongguan Found Chain Co. |
Everspring Industry Co., Ltd. |
The final parent company is Everspring Industry Co., Ltd. |
Sales |
$ 111,623 | 93% |
Credit and debt offsetting |
It’s not comparative due to the single customer |
- | $ 10,020 | 70% |
74
EVERSPRING INDUSTRY CO., LTD. and Subsidiaries
Information on investees
Year ended December 31, 2021
Table 4
Unit: NT$/Foreign currency in thousands
| Investor | Investee | Location | Main business activities | Initial invest | ment amount | Shares he | ld as at December | 31,2021 | Net profit (loss) of the investee for the year ended at December 31, 2021 |
Investment income (loss) recognized by the Company for the year ended December 31,2021 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31, 2021 |
Balance as at December 31, 2020 |
Number of shares (in thousands) |
Ownership (%) | Book value | |||||||
| EVERSPRING INDUSTRY CO., LTD. WorldTrend Co., Ltd. |
EVERSPRING INDUSTRY (S) PTE LTD. EVERSPRING INDUSTRY CO., LTD. (U.S.A) WorldTrend Co., Ltd. UNIINN TECHNOLOGY CO., LTD. Tung Sheng Development Corporation Medigen Biotechnology Corporation PHASE ELECTRONICS Medigen Biotechnology Corporation Tung Sheng Development Corporation WorldTrend Co., Ltd. |
10 Anson Road #13-05 International Plaza Singapore 079903 850 S. Rancho Drive #2321 Las Vegas, Nevada 89016, U.S.A. 2F., No. 50, Sec. 1, Zhonghua Rd., Tucheng Dist., New Taipei City, Taiwan (R.O.C.) 13F., No. 198, Sec. 3, Civic Blvd., Da’an Dist., Taipei City, Taiwan (R.O.C.) 10F., No. 198, Sec. 3, Civic Blvd., Da’an Dist., Taipei City, Taiwan (R.O.C.) 14F., F building, No. 3, Park St., Nangang Dist., Taipei City, Taiwan (R.O.C.) Willow Drive Sherwood Park Industrial Estate Annesley Nottingham NG15 0DP United Kingdom 14F., F building, No. 3, Park St., Nangang Dist., Taipei City, Taiwan (R.O.C.) 10F., No. 198, Sec. 3, Civic Blvd., Da’an Dist., Taipei City, Taiwan (R.O.C.) 2F., No. 50, Sec. 1, Zhonghua Rd., Tucheng Dist.,New Taipei City,Taiwan(R.O.C.) |
Investment holding Trading of various types of burglar alarm, light controller and burglar proof accessories etc. Trading of preservation equipment and design of preservation system Investment in various production enterprises, securities investment companies, bank and insurance companies, etc. Housing and buildings, industrial plants, particular professional areas, new towns, new community development, leasing, real estate development leasing, etc. Wholesale and retail of medical equipment of Chinese and Western medicine in biopharmaceutical research and development business Trading of various types of burglar alarm, light controller and burglar-proof accessories, etc. Wholesale and retail of medical equipment of Chinese and Western medicine in biopharmaceutical research and development business Housing and buildings, industrial plants, particular professional areas, new towns, new community development, leasing, real estate development leasing, etc. Apartment management and maintenance |
$ 156,075 129,225 284,346 488,851 438,000 588,611 - 57,325 20,000 20,000 |
$ 632,541 129,225 266,415 488,851 88,000 588,611 127,323 57,325 20,000 20,000 |
4,000 260 21,264 44,847 43,800 14,093 - 2,428 2,000 2,000 |
100 94.55 100 100 65.80 10.11 - 1.74 3 100 |
$ 71,035 4,793 467,010 532,815 425,583 472,635 - 42,451 19,403 20,770 |
$ 916,349 406 177,040 159,657 33,647 ( 52,614 ) ( 80 ) ( 52,614 ) 33,647 670 |
$ 916,349 383 169,295 152,803 22,140 ( 5,417 ) ( 80 ) ( 1,097 ) 1,009 670 |
Subsidiaries 〃 〃 〃 〃 Investee company evaluated by the equity method Subsidiaries Investee company evaluated by the equity method The ultimate parent company is the Company 〃 |
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75
| Investor | Investee | Location | Main business activities | Initial invest | ment amount | Shares he | ld as at December | 31,2021 | Net profit (loss) of the investee for the year ended at December 31, 2021 |
Investment income (loss) recognized by the Company for the year ended at December 31,2021 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31, 2021 |
Balance as at December 31, 2020 |
Number of shares (in thousand) |
Ownership (%) | Book value | |||||||
| UNIINN TECHNOLOGY CO., LTD. EVERSPRING INDUSTRY (S) PTE LTD. Dongguan Found Chain IOT CO., LTD. |
Tung Sheng Development Corporation WorldTrend Co., Ltd. Medigen Biotechnology Corporation DONGGUAN LI YUAN ELECTRONICS CO., LTD. NINGBO GUANGLIAN ELECTRONICS CO., LTD. Dongguan Found Chain IOT CO., LTD. EVERSPRING LUBRICANT CO., LTD. |
10F., No. 198, Sec. 3, Civic Blvd., Da’an Dist., Taipei City, Taiwan (R.O.C.) 2F., No. 50, Sec. 1, Zhonghua Rd., Tucheng Dist., New Taipei City, Taiwan (R.O.C.) 14F., F building, No. 3, Park St., Nangang Dist., Taipei City, Taiwan (R.O.C.) Tiankeng village committee, Donghuan Road, Xincheng Industrial Zone, Hengli Town, Dongguan City, Guangdong Province Building 7, Sifang Science Park, 601 Hengshan West Road, Beilun District, Ningbo City, Zhejiang Province Building 1, No.13, 3rd Street, Daxi 1st Road, Qiaotou town, Dongguan City, Guangdong Province Wuzhong Economic Development Zone, Wuzhong District, Suzhou City, Jiangsu Province |
Housing and buildings, industrial plants, particular professional areas, new towns, new community development, leasing, real estate development leasing, etc. Apartment management and maintenance Wholesale and retail of medical equipment of Chinese and Western medicine in biopharmaceutical research and development business Various types of anti-theft devices and other manufacturing, processing, and trading Various types of anti-theft devices and other manufacturing, processing, and trading Research, development, production, and sales of intelligent security monitoring equipment Sales of lubricants, self-management, and agents of all kinds of goods and technology import and export business |
$ 207,686 - 18,100 USD - USD - USD 2,218 RMB 3,000 |
$ 207,686 19,704 18,100 USD 16,184 USD 400 USD 2,218 RMB 3,000 |
20,769 - 75 - - - - |
31.2 - 0.05 - - 100 100 |
$ 201,790 - 6,844 RMB - RMB - (Note) RMB 15,343 RMB 1,331 |
$ 33,647 177,040 ( 52,614 ) ( RMB 7,102 ) RMB 5,936 ( RMB 2,103 ) ( RMB 734 ) |
$ 10,498 7,745 ( 97 ) ( RMB 7,102 ) RMB 5,936 ( RMB 2,103 ) ( RMB 734 ) |
〃 〃 Investee company evaluated by the equity method The ultimate parent company is the Company 〃 〃 〃 |
Note 1: The net value of the long-term investment adopting the equity method as of 31 December 2020 is negative, so its book value is written down to zero. The negative part of the net equity value of the company shall be transferred to other liabilities. Note 2: The board of directors of the Company passed the resolution on January 11, 2021 to sell 100% equity of Dongguan Li Yuan Electronics Co., Ltd. to a non-related party, Dongguan Huatang Yue Shan Investment Co., Ltd. The Company had completed the registration of the change of the business license on January 18, 2021, and collected the price amount in February 2021 and accomplished the transfer.
Note 3: PHASE ELECTRONICS was liquidated on May 5, 2021, and the Company reported to MOEA for filing on May 14, 2021. Note 4: Ningbo Guanglian was resolved for liquidation by the resolution of Board of Directors on March 24, 2021, and was liquidated in 2021.
76
EVERSPRING INDUSTRY CO., LTD. and Subsidiaries Information on investments in Mainland China Year ended December 31, 2021
Table 5
Unit: NT$/Foreign currency in thousands
| Investee in Mainland China |
Main business activities |
Paid-in capital | Investment method |
Accum amo remittan Taiw Mainlan as of Dec 20 |
ulated unt of ce from an to d China ember 31, 21 |
Amount remitted fro China/ Amount remitt theyear ended D |
m Taiwan to Mainland ed back to Taiwan for ecember 31,2021 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2021 |
Net income (loss) of investee as of December 31, 2021 |
Net income (loss) of investee as of December 31, 2021 |
Ownership held by the Company (direct or indirect) % |
Investment income (loss) recognized by the Company for the year ended December 31, 2021 Note 2(2) 2. |
Book value of investments in Mainland China as of December 31, 2021 |
Accumulated amount of investment income remitted back to Taiwan as of December 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
|||||||||||||
| DONGGUAN LI YUAN ELECTRONIC S CO., LTD. NINGBO GUANGLIAN ELECTRONIC S CO., LTD. EVERSPRING LUBRICANT CO., LTD. Dongguan Found Chain IOT CO., LTD. |
Manufacture, processing, and trading of various types of burglar alarm Manufacture, processing, and trading of various types of burglar alarm Import and export business of sales of lubricating oil, self-operation and agency of various commodities and technologies Research and development, production and sales of intelligent security monitoring equipment |
RMB 123,922 RMB 3,022 RMB 3,000 RMB 19,999 |
Note (2) Note (2) Note (5) Note (6) |
USD (NT$ USD (NT$ USD ( NT$ |
16,184 515,438 ) 400 12,720 ) - 2,129 60,647 ) |
$ - - - - |
$ - - - - |
USD 16,184 ( NT$ 515,438 ) USD 400 ( NT$ 12,720 ) - USD 2,129 ( NT$ 60,647 ) |
( RMB$ 7,1 ( NT$ 31,0 ( RMB$ 5,9 ( NT$ 25,9 ( RMB$ 7 ( NT$ 3,0 ( RMB$ 2,1 ( NT$ 8,6 |
02 ) 78 ) 36 ) 88 ) 34 ) 33 ) 03 ) 90 ) |
- - 100 100 |
( RMB$ 7,102 ) ( NT$ 31,078 ) ( RMB$ 5,936 ) ( NT$ 25,988 ) ( RMB$ 734 ) ( NT$ 3,033 ) ( RMB$ 2,103 ) ( NT$ 8,690 ) |
RMB$ - NT$ - RMB$ - NT$ - RMB$ 1,331 NT$ 5,340 RMB$ 15,343 NT$ 61,559 |
( SGD$ 28,300 ) ( NT$ 589,120 ) - - - |
| Accumu remittan to Mainland China |
lated amount of ce from Taiwan as of December 31,2021 |
Investment amount approved by the I of the Ministry of Economic A |
nvestment Commiss ffairs (MOEA) |
ion | Ceiling o In |
n investments in Ma vestment Commissi |
inland China imposed by the on of MOEA (Note 3) |
|||||||
| USD (NT$ |
18,713 588,805) |
USD 18,713 (NT$ 588,805) |
NT$ | 2,346,561 |
Note 1: Investment methods are classified into the following three categories:
-
(1) Invest in mainland companies through third-area remittance.
-
(2) Reinvest in mainland companies through third region investment to establish companies.
-
(3) Through investing in an existing company in the third area, which then invested in the investee in Mainland China. (4) Others.
-
(5) It is the 100% equity interest of NINGBO GUANGLIAN ELECTRONICS CO., LTD. held by Dongguan Found Chain IOT CO., LTD on December 30, 2020. Dongguan Found Chain IOT CO., LTD. has the 100% equity interest of EVERSPRING LUBRICANT CO, LTD., which is the internal organization adjustment of the group.
-
(6) It is the 100% equity interest of NINGBO GUANGLIAN ELECTRONICS CO., LTD. held by EVERSPRING INDUSTRY (S) PTE LTD. on August 26, 2020. Dongguan Found Chain IOT CO., LTD. has the 100% equity interest of NINGBO GUANGLIAN ELECTRONICS CO., LTD., which is the internal organization adjustment of the group.
-
(7) INGBO GUANGLIAN ELECTRONICS CO., LTD. was determined to be liquidated by the resolution of Board of Directors meeting on March 24, 2021, and the registration of liquidation was completed in 2021.
-
(8) The board of directors of the Company passed the resolution on January 11, 2021 to sell 100% equity of Dongguan Li Yuan Electronics Co., Ltd. to a non-related party, Dongguan Huatang Yue Shan Investment Co., Ltd. The Company had completed the registration of the change of the business license on January 18, 2021, and collected the price amount in February 2021 and accomplished the transfer.
-
Note 2: In the column of investment profit and loss recognized in the current period:
-
(1) If there is no investment profit or loss in preparation, it shall be stated.
-
(2) The recognition basis of investment profit and loss is divided into the following three types, which shall be noted:
-
A. Financial statements audited and certified by an international accounting firm in partnership with the ROC accounting firm
-
B. Financial statements audited and certified by the Taiwan parent company licensed public accountant C. Others.
-
Note 3: Sixty percent of net worth or consolidated net worth, whichever is higher.
77
EVERSPRING INDUSTRY CO., LTD. and Subsidiaries
Any of the following significant transactions with investee companies in the Mainland Area, either directly or indirectly through a third area, and their prices, payment terms, and unrealized gains or losses Year ended December 31, 2021
Table 6
Expressed in thousands of NTD (Except as otherwise indicated)
- Any of the following significant transactions with investee companies in the Mainland Area, either directly or indirectly through a third area, and their prices, payment terms, and unrealized gains or losses
| Company | Investee in Mainland China |
Transaction type |
Import and sale of goods | Import and sale of goods | Unit price | Terms of transaction | Terms of transaction | Notes and accounts receivable(payable) |
Notes and accounts receivable(payable) |
Unrealized gains and losses |
Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Payment terms | Comparison with general transactions |
Amount |
% | ||||||
| EVERSPRING INDUSTRY CO., LTD. |
Dongguan Found Chain IOT CO., LTD. |
Purchases |
$ 111,623 | 87 | Measured at the cost of related parties |
Credit and debt offsetting method |
Credit and debt offsetting method |
Accounts payable $ 10,020 |
36 | $ - |
- |
-
The amount of property transactions and the amount of the resultant gains or losses: None.
-
The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes: None.
-
The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds: None.
-
Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services: None.
78
EVERSPRING INDUSTRY CO., LTD. and Subsidiaries Significant inter-company transactions during the reporting periods Year ended December 31, 2021
Table 7
Unit: NT$/Foreign currency in thousands
| Number (Note 1) |
Company name | Counterparty | Relationship (Note 2) |
Transaction | Transaction | ||
|---|---|---|---|---|---|---|---|
| General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets (Note 3) |
||||
| 0 0 0 |
EVERSPRING INDUSTRY CO., LTD. |
Dongguan Found Chain IOT CO., LTD. WorldTrend Co., Ltd. EVERSPRING TECH USA, INC. |
1 1 1 |
Purchases Accounts payable Rental income Sales revenue Accounts receivable |
$ 111,623 10,020 1,572 3,381 2,520 |
The payment method is credit and debt offsetting. It’s equivalent to non-related parties. The terms of the collection are within 360 days after the monthly settlement. |
19 - - 1 - |
Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:
-
(1) Parent company is ‘0’.
-
(2) The companies are numbered in order starting from ‘1’.
Note 2: The relationship with the trader can be marked in one of the following categories:
(1) Parent company to subsidiary.
-
(2) Subsidiary to parent.
-
(3) Subsidiary to subsidiary.
Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to parent company only total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.
79
EVERSPRING INDUSTRY CO., LTD. and Subsidiaries Major shareholders’ information
Year ended December 31, 2021
Table 8
| Name of major shareholders | Shares | Shares |
|---|---|---|
| Name of shares held | Ownership (%) | |
| Chang Tse Ling Huang Tzu Liang Kao Yun Hwa |
32,450,492 16,464,637 13,442,914 |
15.16 7.69 6.28 |
-
Note 1: The major shareholders’ information was derived from the data that the Company issued common shares (including treasury shares) and preference shares in dematerialized form which were registered and held by the shareholders above 5% on the last operating date of each quarter and was calculated by Taiwan Depository & Clearing Corporation. The share capital which was recorded in the financial statements may differ from the actual number of shares issued in dematerialized form because of a different calculation basis.
-
Note 2: If the aforementioned data contains shares which were held in trust by the shareholders, the data disclosed is the settlor’s separate account for the fund set by the trustee. As for the shareholder who reports share equity as an insider whose shareholding ratio is greater than 10% in accordance with Securities and Exchange Act, the shares include the self-owned shares and shares held in trust, and at the same time, the shareholder has the power to decide how to allocate the trust assets. The information on the reported share equity of insider is provided in the “Market Observation Post System”.
80