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EVERSPRING — Annual Report 2021
Nov 15, 2021
52050_rns_2021-11-15_a9bc35eb-8894-4316-93a5-454c2aff8dc7.pdf
Annual Report
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TSE : 2390
EVERSPRING INDUSTRY CO., LTD
Individual 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
§ Contents §
| Items Page 1. Cover 1 2. Contents 2 3. Auditors’ Report 3 ~64. Parent Company Only Balance Sheet 7 5. Parent Company Only Comprehensive Income 8 ~96. Parent Company Only Statements of Changes in Equity 10 7. Parent Company Only Statements of Cash Flows 11 ~128. Notes to Individual Financial Statements (1) General 13 (2) The Authorization of Financial Statements 13 (3) Application of New and Revised International Financial Reporting Standards 13 ~15(4) Summary of Significant Accounting Policies 15 ~24(5) Critical Accounting Judgments and Key Sources of Estimation Uncertainty 24 ~25(6) Explanation of Major Accounting Items 25 ~45(7) Related Parties Transactions 46 ~49(8) Pledged Assets 49 (9) Significant Contingent Liabilities and Unrecognized Commitments 49 (10) Other Items 49 ~51(11) Separately Disclosed Items i. Information about on Significant Transactions 52 、53~55ii. Information on Investees 52 、56iii. Information on Investments in Mainland China 52 、57~58iv. Major Shareholders Information 52 、599. Table of Major Accounting Items 60 ~69 |
Notes - - - - - - - 1 2 3 4 5 6-26 27 28 29 30, 31 32 32 32 32 - |
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders EVERSPRINGINDUSTRY CO., LTD
Opinion
We have audited the accompanying parent company only financial statements of EVERYSPRING INDUSTRY CO., LTD (the “Company”), which comprise the parent company only balance sheets as of December 31, 2021 and 2020, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and he notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the accompanying parent company only financial position of the Company as of December 31, 2021 and 2020, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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 Parent Company Only 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.
Emphasizing matters
As mentioned in notes 1 and 30 of the individual financial report, that EVERSPRING INDUSTRY CO., LTD. absorbed and merged its wholly-owned subsidiary AUSPISTEK CORPORATION. on December 1, 2020. The merger is under common control. The reorganization of the organization and the IFRS Q&A and related letter interpretations published by the Accounting Research and Development Foundation of the Republic of China. When preparing the comparative statement, it should be deemed to have been consolidated from the beginning and the financial statements for the comparative period shall be re-edited. The auditor did not revise the audit opinion for this reason.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide as separate opinion on these matters.
Key audit maters for the Company’s parent company only financial statements for the year ended December 31, 2021 are stated as follows:
Recognition of sales revenue
Based on the audit standards, there is a significant audit risk in the recognition of revenue, and EVERSPRING INDUSTRY CO., LTD. continues to actively promote the sales of smart home security control systems, smart lighting fixtures and smart sensors. As a single shipping amount from
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the Company to some specific customers is much higher than to others, this sales amount of the customer holds significant impact on the independent financial statements. The authenticity of sales revenue from the specific customer’s single shipping amount is listed as key audit items. Please refer to Individual Financial Statements Notes 4(13) and 21.
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 Items
Included in the above Financial Statements of in the year ended December 31, 2021, the Financial Statements of the investee company Medigen Biotechnology Corporation the evaluated by the equity method in the year ended December 31, 2021 and 2020 were reviewed by other auditors. Therefore, the auditor indicated to the above Financial Statements. The opinion of the investment of these investee companies using the equity method and their investment gains and losses are recognized based on the audit reports of other auditors. The amount of investment in these investee companies using the equity method on December 31, 2021 and 2020 was NT$472,635,000 and NT$414,728,000, respectively, accounting for 11% and 17%of the total assets, respectively. The share of losses of related companies recognized by the equity method of other investee companies was NT$5,417,000 and NT$34,806,000, accounting for (0.3) % and (17) % of the net loss before tax.
Responsibilities of Management and Governance Units for Parent company only Financial Statements
The management’s responsibility is to prepare Parent company only Financial Statements that can be properly expressed in accordance with the Securities Issuer’s Financial Report Preparation Standards, and to maintain the necessary internal controls related to the preparation of Individual Financial Statements to ensure that the Individual Financial Statements are not materially caused by fraud or errors false expression.
When preparing Individual Financial Statements, the management’s responsibilities also include assessing the ability of EVERSPRING INDUSTRY CO., LTD. to continue operations, disclosure of related matters, and the adoption of the accounting basis for continuing operations, unless the management intends to liquidate EVERSPRING INDUSTRY CO., LTD. The company may cease operations, or there is no practical and feasible plan other than liquidation or suspension of operations.
The Governance Unit (including the Audit Committee) of EVERSPRING INDUSTRY CO., LTD. is responsible for supervising the financial reporting process.
Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material 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 acdept3ed in the Republic of China, will always detect a material misstat3ement 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 parent company only financial statements.
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As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercised professional judgment an maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtained audit evident 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, as 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 EVERYSPRING INDUSTRY CO., LTD’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 ton events or conditions that may cast significant doubt on the EVERYSPRING INDUSTRY CO., LTD.’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 conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the EVERYSPRING INDUSTRY CO., LTD. to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only 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 fnancial information of the entities or business activities within the EVERSPRING INDUSTRY CO., LTD. To express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and peformance of the group audit. We remain solely responsible for our audit opinion.
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 charge 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 many reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the mattters communicated with those charged with governance, we determine those matters that were of most signifiance in the audit of the parent company only financial statement for the year ended December 31, 2021, and are therefore the key audit maters. We describe these mattes 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 communicate 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-AuditingFinancial-Supervisory-Securities-Auditing-10 1000028068 40024195
March 23, 2022
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EVERYSPRING INDUSTRY CO., LTD PARENT COMPANY ONLY BALANCE SHEET DECEMBER 31 2021 & 2020
Unit: In thousands of New Taiwan Dollars
| Code 1100 1110 1120 1150 1170 1180 1200 1210 130X 1479 11XX 1510 1517 1535 1550 1600 1760 1840 1821 1920 1990 15XX 1XXX CODE 2100 2130 2170 2180 2219 2220 2230 2320 2399 21XX 2540 2645 2650 2570 25XX 2XXX 3110 3200 3320 3350 3300 3410 3420 3400 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 )Notes receivable (Note 10)Account receivable, net (Note 10)Account receivable-net from related parties (Notes 10 & 27)Other accounts receivable (Note 10)Other accounts receivable-from related parties (Notes 10 & 27)Inventories (Note 11)Other current assets-others (Note 15)Total current assets Non-current assets Financial assets at fair value through profit & loss-noncurrent (Note 7)Financial assets at fair value through other comprehensive income-noncurrent (Note 8)Financial assets measured at amortized cost-noncurrent (Note 9)Investment accounted for using the equity method (Note 12)Property, plant and equipment (Note 13)Not investment property (Note 14)Deferred Income tax assets (Note 23)Other intangible assets Refundable deposits Other non-current assets (Note 15)Total non-current assets Total assets LIABILITIES AND EQUITY Current liabilities Short-term loans (Note 16)Contract liabilities-current (Note 21)Accounts payable (Note 17)Accounts payable-related parties (Note 27)Other accounts payable (Notes 18)Other accounts payable-related parties (Note 27)Current income tax liabilities (Note 23)Long-term loans due within one year (Note 16)Other current liabilities total current liabilities Non-current Liabilities Long term loans (Note 16)Guarantee deposits (Note 18)Investment credits by using equity method (Note 12)Deferred income tax liabilities (Note 23)Total non-current liabilities Total liabilities Equity (Note 20)Stock Common stock Capital reserve Retained surplus Special surplus reserve Undistributed surplus Total retained earnings 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 equity Total liabilities and equity |
December 31,2021 | December 31,2021 | %18 19 - - 1 - - - - - 38 - 1 3 48 4 6 - - - - 62 100 1 - - - 2 - - 1 - 4 1 - - - 1 5 52 13 1 29 30 - - - 95 100 |
December 31,2020 | December 31,2020 | |||
|---|---|---|---|---|---|---|---|---|---|
| Amount $ 763,112 787,344 337 615 23,262 2,996 367 22 7,512 1,818 1,587,385 1,077 30,837 119,908 1,973,871 155,893 231,067 22,401 2,941 75 1,890 2,539,960 $ 4,127,345 $ 50,000 1,759 423 10,197 93,402 84 1,115 25,332 1,458 183,770 28,970 3,264 - 405 32,639 216,409 2,140,216 532,497 45,041 1,204,068 1,249,109 11,703 ) 817 10,886 ) 3,910,936 $ 4,127,345 |
Amount $ 190,900 225,583 188 - 16,952 5,587 475 71,104 16,464 2,463 529,716 991 21,849 - 1,469,613 157,383 236,210 82,503 6,513 76 318 1,975,456 $ 2,505,172 $ 30,000 6,235 1,263 10,335 16,001 203 6,153 25,160 1,306 96,656 54,303 2,458 728 - 57,489 154,145 2,140,216 454,830 45,041 221,237 ) 176,196 ) 48,974 ) 18,849 ) 67,823 ) 2,351,027 $ 2,505,172 |
% |
|||||||
( ( |
( ( ( ( ( |
( ( ( ( ( |
7 9 - - 1 - - 3 1 - 21 - 1 - 59 6 10 3 - - - 79 100 1 - - 1 1 - - 1 - 4 2 - - - 2 6 86 18 2 9 ) 7 ) 2 ) 1 ) 3 ) 94 100 |
The accompanying notes are an integral part of the parent company only 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 PARENT COMPANY ONLY COMPREHENSIVE INCOME JANUARY 1 ~ DECEMBER 31, 2021 AND 2020
Unit: In thousands of NTD except Earnings Per Share
| Code Operating income (Notes 21 & 27) 4100 Sales Revenue 4800 Other Operating Income 4000 Total Operating Income Operating Expenses (Notes 11, 22 & 27) 5110 Sale Expenses 5800 Other Operating Expenses 5000 Total Operating Expenses 5900 Operating Gross Profit 5910 Realized (unrealized) profit of associate company 5950 Net operating Gross profit Operating expenses (Note 22) 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 Losses Non-operating income and expenses 7100 Interest Income (Notes 22 & 27) 7010 Other income (Notes 22 & 27) 7020 Other profits and losses (Note 22) 7070 Shares of Recognizing subsidiaries income through equity method |
2021 | %100 - 100 88 4 92 8 4 12 12 54 54 - 120 108 ) 1 13 256 819 |
2020 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 152,803 413 153,216 135,258 6,535 141,793 11,423 6,499 17,922 19,165 82,411 82,252 128 ) 183,700 165,778 ) 757 20,151 392,028 1,255,473 |
Amount $ 120,961 3,898 124,859 112,546 1,345 113,891 10,968 7,653 ) 3,315 11,217 36,064 40,769 58 88,108 84,793 ) 2,139 22,626 229,310 31,798 |
% |
||||||
( ( |
( |
( ( |
( ( |
97 3 100 90 1 91 9 6 ) 3 9 29 33 - 71 68 ) 2 18 184 25 |
( To be continued on the next page )
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( Continued from the previous page )
(Continued from the previous page) |
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|---|---|---|---|---|---|---|---|---|---|---|
| Code 7050 Financial expenses (Note 22) 7000 Total non-operating income and expenses 7900 Profits Before Tax (loss) 7950 Income tax expenses (Note 23) 8200 Net Profit (loss) for the period Other comprehensive gains and losses of the year(net) 8310 Items not reclassified 8316 Unrealized gain on investments in equity instruments at fair value through other comprehensive income 8330 Share of recognizing other comprehensive income of associate company using equity method 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 Surplus(loss) attributable to shareholders of the company (Note 24) 9750 Basis 9850 Diluted |
2021 | %1 ) 1,088 980 49 931 6 - 4 ) 6 8 939 |
2020 | |||||||
% |
||||||||||
| ( ( |
$ | ( ( |
( ( ( |
$ | ( ( |
1 ) 228 160 4 156 5 - 7 ) 5 3 159 |
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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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EVERYSPRING INDUSTRY CO., LTD. PARENT COMPANY ONLY STATEMENS OF CHANGES IN EUQITY JANUARY 1 ~ DECEMBER 31, 2021 AND 2020
(In Thousands of New Taiwan Dollars)
Other equity items
| Code A1 BALANCE, JANUARY 1, 2020 Other capital reserve changes :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 Subsidiary liquidation Z1 Balance, December 31, 2021 |
STOCK Common stock $ 2,140,216 - - - - 2,140,216 - - - - - - $ 2,140,216 |
Capital reserve $ 385,666 69,164 - - - 454,830 77,667 - - - - - $ 532,497 |
RETAINED EARNINGS Special capital reserve Unappropriated earnings $ 45,041 ( $ 416,242 ) - - - 195,268 - ( 263 ) - 195,005 45,041 ( 221,237 ) - - - 1,426,567 - 68 - 1,426,635 - ( 1,330 ) - - $ 45,041 $ 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 equity | ||
|---|---|---|---|---|---|---|---|---|
| Special capital reserve $ 45,041 - - - - 45,041 - - - - - - $ 45,041 |
||||||||
| $ 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 |
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Chang Tse Ling
( please refer to auditors’ report issued by Deloitte & Touche on March 23, 2022 ) General manager: Chang Tse Ling
Accounting supervisor: Li Hsiu Ting
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EVERSPRING INDUSTRY CO., LTD & SUBSIDIARIES PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS JANUARY 1 ~ DECEMBER 31, 2021 AND 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 A20100 Epreciation expense A20200 Amortization expenses A20300 Expected credit impairment A20400 Losses (gains) on financial instruments at fair value through profit or loss net A20900 Financial costs A21200 Interest income A21300 Dividend income A22400 Shares of recognizing associated company income by using equity method A22800 Losses on disposals of intangible assets other than goodwill A23100 Gains on disposals of investments A23200 Gains on disposals of investments using the equity method A23700 Stock depreciation and stagnation loss (return profit)A23900 Realized sales profits between associate companies A30000 Changes of operating assets and liabilities A31130 Bills receivable A31140 Bill receivable-related parties A31150 Accounts receivable A31160 Accounts receivable-related parties A31180 Other accounts receivables A31190 Other receivables-related parties A31200 Stock A31240 Other current assets A31990 Net defined benefit assets –non current A32125 Contract liabilities A32150 Account payables A32160 Account payable-related party A32180 Other payables A32190 Other payables-related parties A32230 Other current liabilities (To be continued on the next page) |
2021 $ 1,501,494 11,048 834 ( 128 ) ( 444,879 ) 1,137 ( 757 ) ( 27 ) ( 1,255,473 ) 2,793 ( 9,793 ) 42,059 ( 7,783 ) ( 6,499 ) ( 615 ) - ( 6,182 ) 2,591 108 71,082 16,735 645 - ( 4,476 ) ( 840 ) ( 138 ) 77,389 ( 119 ) 152 |
2020 |
|---|---|---|
| $ 199,719 10,989 1,191 58 ( 130,083 ) 1,361 ( 2,139 ) ( 21 ) ( 31,798 ) 423 ( 57,211 ) ( 55,665 ) 4,717 7,653 - 5 5,709 5,029 ( 126 ) 332 ( 2,478 ) 19,127 2,000 1,252 192 8,692 ( 909 ) 78 414 |
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( Continued from the previous page )
| Code A33000 Cash generated from operations A33300 Interest paid A33500 Income tax paid AAAANet cash 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 measured at amortized cost-current B00100 Financial assets measured at fair value through profit and loss B02400 Returned payments for share from subsidiary reduction of capital B01800 Obtain long-term equity investment using the equity method B01900 Disposal of long-term equity investments using the equity method B00200 Disposal of financial assets measured at fair value through profit or loss B02700 Purchase property, plant & equipment B03800 Decrease of guarantee deposits (increase) B04500 Acquired intangible assets B00700 Financial assets measured at fair value through profit and loss, capital reduction and return of shares B07500 Interests received B07600 Dividends received B07700 Receive dividends from subsidiaries, affiliates and joint ventures B09900 Increase in other current assets BBBBNet cash inflow (outflow) from investing activities Cash flow from financing activities C00100 Increase in short-term borrowing C01300 Repay long-term loans C01600 Long-term loans C03100 Guarantee Increase in deposits CCCCNet cash inflow (outflow) from financing activities EEEE Increase in cash and cash equivalents E00100Cash and cash equivalents at the beginning of the year E00200Cash and cash equivalents at the end of the year |
2021 ( $ 9,642 ) ( 1,125 ) ( 19,458 ) ( 30,225 ) 373 ( 119,908 ) ( 142,035 ) 569,287 ( 367,931 ) - 34,860 ( 4,415 ) 1 ( 55 ) - 757 27 637,403 ( 1,572 ) 606,792 20,000 ( 25,161 ) - 806 ( 4,355 ) 572,212 190,900 $ 763,112 |
2020 |
|---|---|---|
| ( $ 11,489 ) ( 1,618 ) ( 2,266 ) ( 15,373 ) - - ( 67,139 ) - ( 83,042 ) 45,875 91,300 ( 358 ) 169 ( 1,289 ) 126 2,139 21 10,451 ( 228 ) ( 1,975 ) 19,900 ( 11,648 ) 31,111 1,004 40,367 23,019 167,881 $ 190,900 |
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. NOTES TO INDIVIDUAL 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 “Company” 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 Company’s shares were traded on the ROC Over-the-Counter Securities Exchange [ROSE]. On June 15, 1999, the Company’s shares were listed on the Taiwan Stock Exchange (TWSE).
To enhancing the business benefits and brand integration of Everspring, the Company 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 individual financial statement is denominated in NT Dollar, the functional currency of the Everspring.
2. THE AUTHORIZATION OF FINANCIAL STATEMENTS
The individual 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 amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
The initial application of the above IFRSs endorsed and issued into effect by
the FSC did not have a significant impact on the Company’s accounting policies:
b. The IFRSs endorsed by the FSC for application starting from 2022
Effective Date New, Revised or Amended Standards and Interpretations Announced by IASB Annual Improvements to IFRS Standards 2018–2020 January 1, 2022 (Note 1) Amendments to IFRS 3 “Reference to the Conceptual Framework” January 1, 2022 (Note 2) Amendments to IAS 16 “Property, Plant and Equipment – January 1, 2022 (Note 3) Proceeds before Intended Use” Amendments to IAS 37 “Onerous Contracts–Cost of Fulfilling a January 1, 2022 (Note 4) Contract”
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
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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 individual financial statements were authorized for issue, the Company 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 | |
| IFRS 19 – Comparative Information” | |
| Amendments to IAS 1 “Classification of Liabilities as Current | January 1, 2023 |
| or 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” |
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Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
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Note 2: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
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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.
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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”
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
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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 Company 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:
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(1) The Company changed its accounting policy during the reporting period and this change resulted in a material change to the information in the financial statements;
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(2) The Company 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 Company is required to make significant judgements or assumptions in applying an accounting policy, and the Company 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.
-
Amendments to IAS 8 “Definition of Accounting Estimates”
The amendments define that accounting estimates are monetary amounts in financial statements that are subject to measurement uncertainty. In applying accounting policies, the Company may be required to measure items at monetary amounts that cannot be observed directly and must instead be estimated. In such a case, the Company 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 individual financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company’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
The individual financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (the “Accounting Standards Used in Preparation of the Individual Financial Statements”).
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(2) Basis of preparation
The individual financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair values.
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:
-
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
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
-
3) Level 3 inputs are unobservable inputs for an asset or liability.
When preparing the individual financial statements, the Company account for subsidiaries and associates by using the equity method. In order to agree with the amount of net income, other comprehensive income and equity attributable to shareholders of the parent in the consolidated financial statements, the differences of the accounting treatment between the individual basis and the consolidated basis are adjusted under the heading of investments accounted for using equity method, share of profits of subsidiaries and associates and share of other comprehensive income of subsidiaries and associates in the individual financial statements.
-
(3) Classification of current and non-current assets and liabilities
-
Current assets include:
-
Assets held primarily for the purpose of trading;
-
Assets expected to be realized within 12 months after the reporting period; and
-
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.
Current liabilities include:
-
Liabilities held primarily for the purpose of trading;
-
Liabilities due to be settled within 12 months after the reporting period and
-
Liabilities for which the Company does not have an unconditional right to defer settlement for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
- (4) Foreign currencies
In preparing the individual financial statements, transactions in currencies other than the Company’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 individual financial statements, the assets and liabilities
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of the Company’s foreign operations (including of the subsidiaries and associates in other countries with currencies used different from the Company) 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 Company’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 Company are reclassified to profit or loss.
In relation to a partial disposal of a subsidiary that does not result in the Company losing control over the subsidiary, the proportionate share of accumulated exchange differences is 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 exchange differences recognized in other comprehensive income is reclassified to profit or loss.
(5) 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. Inventory write-downs are made by item, except where it may be appropriate to Company 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.
(6) Investments in subsidiaries
The Company uses the equity method to account for its investments in subsidiaries. A subsidiary is an entity that is controlled by the Company.
Under the equity method, investments in subsidiaries are initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of those subsidiaries. The Company also recognizes the changes in the Company’s share of the equity of subsidiaries.
Changes in the Company’s ownership interest in a subsidiary that do not result in the Company losing control of the subsidiary are equity transactions. The Company recognizes directly in equity any difference between the carrying amount of such investments and the fair value of the consideration paid or received.
When the Company’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 Company continues recognizing its share of further losses.
Any excess of the cost of an acquisition over the Company’s share of the net fair value of the identifiable assets and liabilities of a subsidiary 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 Company’s share of the net fair value of the identifiable assets and liabilities over the cost of the acquisition is recognized immediately in profit or loss. When the Company acquires a subsidiary that does not constitute a business, the Company appropriately allocates the cost of acquisition to the Company’s share of the amounts of the identifiable assets acquired (including intangible assets) and liabilities assumed, and the transaction does not give rise to goodwill nor gains.
The Company assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the entire financial statements of the invested company. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Company recognizes reversal of the impairment loss; the
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adjusted post-reversal carrying amount should not exceed the carrying amount that would have been recognized (net of amortization or depreciation) had no impairment loss been recognized in prior years. An impairment loss recognized on goodwill cannot be reversed in a subsequent period.
When the Company loses control of a subsidiary, it recognizes the investment retained in the former subsidiary at its fair value at the date when control is lost. The difference between the fair value of the retained investment plus any consideration received and the carrying amount of the previous investment at the date when control is lost is recognized as a gain or loss in profit or loss. Besides, the Company accounts for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if the Company had directly disposed of the related assets or liabilities.
Profits or losses resulting from downstream transactions are eliminated in full in the individual financial statements. Profits and losses resulting from upstream transactions and transactions between subsidiaries are recognized in the individual financial statements only to the extent of interests in the subsidiaries that are not related to the Company.
(7) Investments in associates
An associate is an entity over which the Company has significant influence and which is neither a subsidiary nor an interest in a joint venture. The Company uses the equity method to account for its investments in associates.
Under the equity method, an investment in an associate is initially recognized at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the associate. The Company also recognizes the changes in the Company’s share of equity of associates.
Any excess of the cost of acquisition over the Company’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 Company’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 Company 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 Company’s proportionate interest in the associate. The Company records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in the Company’s share of equity of associates. If the Company’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 Company’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 Company discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Company has incurred legal obligations, 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 Company 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
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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 Company 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 Company will continue to use the equity method without re-evaluating the retained equity.
When the Company entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the individual financial statements to the extent of interests in the associate that are not related to the Company.
(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 proceeds and the carrying amount of the asset is included in profit or loss.
(10) Intangible assets
1) 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.
2) 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 assets and intangible assets
At the end of each reporting period, the Company 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 Company estimates the recoverable amount of the cash-generating unit to which the asset
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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) Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.
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
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 26.
ii. Financial assets at amortized
Financial assets that meet the following conditions are subsequently measured at amortized cost:
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
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.
Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, trade receivables at amortized cost, are measured at amortized cost, which equals the gross carrying amount
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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:
i) 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
- ii) 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 Company 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.
Dividends on these investments in equity instruments are recognized in profit or loss when the Company’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 Company 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 Company 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
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amount of such a financial asset.
c) Derecognition of financial assets
The Company 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 profit or loss.
2) Equity instruments
Debt and equity instruments issued by a company 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.
(13) Revenue recognition
The Company identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied. 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.
(14) Leases
At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.
1) The Company 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 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
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amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.
2) The Company 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 the individual 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, residual value guarantees, the exercise price of a purchase option if the Company is reasonably certain to exercise that option, and payments of penalties for terminating a lease if the lease term reflects such termination, less any lease incentives receivable. 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 Company 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, a change in the amounts expected to be payable under a residual value guarantee, a change in the assessment of an option to purchase an underlying asset, or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Company 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 in the individual 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.
(15) Employee benefits
1) 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.
2) 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
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(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 Company’s defined benefit plan.
(16) Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax. 1) Current tax
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.
2) 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 and associates, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized 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 Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
3) 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
- CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Company’s accounting policies, the Company’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
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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.
- CASH AND CASH EQUIVALENTS
| 6. | CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS |
|---|---|---|---|
| 7. | December 31, 2021 December 31, 2020 Cash on hand $ 396 $ 406 Checking accounts and cash in bank 432,358 145,412 Cash equivalents Bonds with repurchase agreements 330,358 45,082 $ 763,112 $ 190,900 The market rate intervals of cash in the bank at the end of the year were as follows: December 31, 2021 December 31, 2020 Bank balance 0.005%~0.12% 0.01%~0.05% Bonds with repurchase agreements 0.25% 0.25% 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 listedshares $ 765,080 $ 225,583 -Oversea unlistedshares 22,264 - $ 787,344 $ 225,583 Financial assets–Non-current Mandatorily measured at FVTPL Non-derivative financial assets -Mutual funds$ 1,077 $ 991 |
||
| Financial assets-Current Mandatorily measured at FVTPL Non-derivative financial assets -Domestic listedshares -Oversea unlistedshares Financial assets–Non-current Mandatorily measured at FVTPL Non-derivative financial assets -Mutual funds |
December 31, 2021 $ 765,080 22,264 $ 787,344 $ 1,077 |
||
-
As December 31, 2021 and 2020, the Company acquired NT$142,035,000 and NT$67,139,000 of domestic listed shares of the financial assets – current which mandatorily measured at FVTPL. And the Company sold NT$25,067,000 and NT$34,089,000 of domestic listed shares with the disposal price NT$34,860,000 and NT$91,300,000 in 2021 and 2020, respectively. The gain of investment is NT$9,793,000 and NT$57,211,000. As December 31, 2020, the financial assets – non-current with mandatorily measured at FVTPL is NT$126,000.
-
As December 31, 2021 and 2020, the financial asset at fair value through profit or loss is NT$444,879,000 and NT$130,083,000, respectively.
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- FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE
INCOME
December 31, 2021 December 31, 2020 Current Domestic investment Listed and emerging shares Fubon Financial Holding Co., Ltd. (Ordinary share) $ 337 $ 188 Non-current Domestic investment Unlisted shares Benetop Technology Co., Ltd. (Ordinary share) $ - $ 373 Eleceram Technology Co., Ltd. (Ordinary share) 30,837 21,476 $ 30,837 $ 21,849
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 Company’s strategy of holding these investments for long-term purposes.
9. FINANCIAL ASSET MEASURED AT AMORTIZED COST
December 31, 2021 December 31, 2020 Non-current Domestic investment Restricted assets – - offshore funds account (1) $ 119,908 $
The above restricted financial assets are holding by the Company 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.
10. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES
| Notes receivable Notes receivable -Non-Relatedparties Trade receivables At amortized cost Carrying amount -Non-Related Parties |
December 31,2021 $ 615 $ 23,277 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ - $ 17,095 |
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Carrying amount-RelatedParties Less: Allowance for impairment loss Other receivables Other receivables -RelatedParties |
December 31,2021 2,996 ( 15 ) $ 26,258 $ 367 $ 22 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| ( |
( |
5,587 143 ) $ 22,539 $ 475 $ 71,104 |
The Company 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 Company’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 Company’s customer base.
The Company 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 Company 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 Company 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 | Not Past Due | Less than 90 Days |
Less than 90 Days |
91 to 180 Days |
181 to 330 Days |
More than 330 Days |
Total | |
|---|---|---|---|---|---|---|---|---|---|
Expected credit loss rate Gross carrying amount Loss allowance (lifetime ECLs) Amortized cost December 31, 2020 |
|||||||||
| 0% $ 20,941 - $ 20,941 Not Past Due |
( |
0%~0.28% $ 5,947 15 ) $ 5,932 Less than 90 Days |
1.69%~2.91% $ - - $ - 91 to 180 Days |
4.26%~9.16% $ - - $ - 181 to 330 Days |
11.19%~100% $ - - $ - More than 330 Days |
( |
$ 26,888 15 ) $ 26,873 Total |
||
Expected credit loss rate Gross carrying amount Loss allowance (lifetime ECLs) Amortized cost |
|||||||||
( |
0%~0.84% $ 22,667 143 ) $ 22,524 |
0%~7.59% $ 15 - $ 15 |
5.47%~10.59 % $ - - $ - |
9.80%~15.6% $ - - $ - |
11.73%~100% $ - - $ - |
( |
$ 22,682 143 ) $ 22,539 |
The movements of the loss allowance of trade receivables were as follows:
| Balance at January 1 Add: Net remeasurement of loss allowance Balance at December 31 |
2021 $ 143 128 ) $ 15 |
2020 | ||
|---|---|---|---|---|
( |
$ 85 58 $ 143 |
27
11. INVENTORIES
| VENTORIES | |||
|---|---|---|---|
| Finished goods and merchandise Raw materials and spare parts Overhead Used in Construction |
December 31,2021 $ 2,798 411 3,209 4,303 $ 7,512 |
December 31,2020 | |
| $ 4,029 2,057 6,086 10,378 $ 16,464 |
The allowance for inventory valuation losses for the years ended December 31, 2021 and 2020 was NT$7,152,000 and NT$14,935,000, respectively.
The cost of inventories recognized as cost of goods sold for the year ended December 31, 2021 and 2020 included reversal of inventory write-downs of (NT$7,783,000) and NT$4,717,000, respectively.
The cost of inventories recognized as cost of goods sold for the years ended December 31, 2021 and 2020 was NT$135,258,000 and NT$112,546,000, respectively.
| 12. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD December 31,2021 December 31,2020 Subsidiaries $ 1,501,236 $ 1,054,885 Associates 472,635 414,728 $ 1,973,871 $ 1,469,613 a. Investments in subsidiaries December 31,2021 December 31,2020 Unlisted Company EVERSPRING INDUSTRY (S) PTE LTD. (“(S) EVERSPRING”) $ 71,035 $ 319,660 EVERSPRING TECH USA, INC. (“USA EVERSPRING”) 4,793 4,545 WORLDTREND CO., LTD. (“WORLDTREND”) 467,010 304,309 UNINN TECHNOLOGY CO., LTD. (“UNINN”) 532,815 353,009 TUNG SHENG DEVELOPMENT CORPORATION (“TUNG SHENG”) 425,583 73,362 PHASE ELECTRONICS (UK) LTD. (“PHASE ELECTRONICS”) - ( 728 ) 1,501,236 1,054,157 Add: Long-term investment loan transfer to other liabilities - 728 $ 1,501,236 $ 1,054,885 |
12. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD December 31,2021 December 31,2020 Subsidiaries $ 1,501,236 $ 1,054,885 Associates 472,635 414,728 $ 1,973,871 $ 1,469,613 a. Investments in subsidiaries December 31,2021 December 31,2020 Unlisted Company EVERSPRING INDUSTRY (S) PTE LTD. (“(S) EVERSPRING”) $ 71,035 $ 319,660 EVERSPRING TECH USA, INC. (“USA EVERSPRING”) 4,793 4,545 WORLDTREND CO., LTD. (“WORLDTREND”) 467,010 304,309 UNINN TECHNOLOGY CO., LTD. (“UNINN”) 532,815 353,009 TUNG SHENG DEVELOPMENT CORPORATION (“TUNG SHENG”) 425,583 73,362 PHASE ELECTRONICS (UK) LTD. (“PHASE ELECTRONICS”) - ( 728 ) 1,501,236 1,054,157 Add: Long-term investment loan transfer to other liabilities - 728 $ 1,501,236 $ 1,054,885 |
12. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD December 31,2021 December 31,2020 Subsidiaries $ 1,501,236 $ 1,054,885 Associates 472,635 414,728 $ 1,973,871 $ 1,469,613 a. Investments in subsidiaries December 31,2021 December 31,2020 Unlisted Company EVERSPRING INDUSTRY (S) PTE LTD. (“(S) EVERSPRING”) $ 71,035 $ 319,660 EVERSPRING TECH USA, INC. (“USA EVERSPRING”) 4,793 4,545 WORLDTREND CO., LTD. (“WORLDTREND”) 467,010 304,309 UNINN TECHNOLOGY CO., LTD. (“UNINN”) 532,815 353,009 TUNG SHENG DEVELOPMENT CORPORATION (“TUNG SHENG”) 425,583 73,362 PHASE ELECTRONICS (UK) LTD. (“PHASE ELECTRONICS”) - ( 728 ) 1,501,236 1,054,157 Add: Long-term investment loan transfer to other liabilities - 728 $ 1,501,236 $ 1,054,885 |
12. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD December 31,2021 December 31,2020 Subsidiaries $ 1,501,236 $ 1,054,885 Associates 472,635 414,728 $ 1,973,871 $ 1,469,613 a. Investments in subsidiaries December 31,2021 December 31,2020 Unlisted Company EVERSPRING INDUSTRY (S) PTE LTD. (“(S) EVERSPRING”) $ 71,035 $ 319,660 EVERSPRING TECH USA, INC. (“USA EVERSPRING”) 4,793 4,545 WORLDTREND CO., LTD. (“WORLDTREND”) 467,010 304,309 UNINN TECHNOLOGY CO., LTD. (“UNINN”) 532,815 353,009 TUNG SHENG DEVELOPMENT CORPORATION (“TUNG SHENG”) 425,583 73,362 PHASE ELECTRONICS (UK) LTD. (“PHASE ELECTRONICS”) - ( 728 ) 1,501,236 1,054,157 Add: Long-term investment loan transfer to other liabilities - 728 $ 1,501,236 $ 1,054,885 |
|---|---|---|---|
December 31,2021 $ 1,501,236 472,635 $ 1,973,871 December 31,2021 $ 71,035 4,793 467,010 532,815 425,583 - 1,501,236 - $ 1,501,236 |
|||
| $ 1,054,885 414,728 $ 1,469,613 December 31,2020 |
|||
( |
$ 319,660 4,545 304,309 353,009 73,362 728 ) 1,054,157 728 $ 1,054,885 |
28
The following table shows the Company’s proportion of ownership and voting right of associates at the end of the reporting date:
| ociates at the end of the reporting date: | ||
|---|---|---|
| (S) EVERSPRING USA EVERSPRING WORLDTREND UNINN TUNG SHENG PHASE ELECTRONICS |
December 31,2021 100.00% 94.55% 100.00% 100.00% 65.80% -% |
December 31,2020 |
| 100.00% 94.55% 95.36% 100.00% 27.88% 100.00% |
PHASE ELECTRONICS was resolved for liquidation by the resolution of Board of Directors on May 13, 2020, and was liquidated on March 16, 2021.
The Company increased its investment in TUNG SHENG by NT$350,000,000 in 2021 by the resolution of the Board of Directors, resulting in an increase in shareholding from 27.88% to 65.8%. In 2021, the Company acquired the shares of WORLDTREND from UNINN, resulting in an increase in shareholding from 95.36% to 100%. Please refer to Note 27.
In 2021, (S) EVERSPRING decreased its paid-in capital and remitted back to Taiwan the payment of shares amounting to NT$569,287,000 and surplus NT$597,412,000.
And the Company was business combination with Asupistek Corporation at Season 4 in 2020. For details, please refer Note 30.
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.
For the financial statements of EVERSPRING TECH USA, INC. and PHASE ELECTRONICS were not reviewed by auditor because their capital and revenue were not significant. The financial statements of other subsidiaries have been reviewed. The management agrees that there is no material impact for the above mentioned subsidiaries whose financial statements were not review by auditor.
b. Investments in associates
| estments in associates | |||
|---|---|---|---|
| Material associates Medigen Biotechnology Corporation (“Medigen”) Material associates |
December 31,2021 $ 472,635 |
December 31,2020 | |
| $ 414,728 |
| Material associates | ||
|---|---|---|
| Name of Associate Medigen |
% of Ownership and Voting Rights Held by the Company |
|
| December 31,2021 10.11% |
December 31,2020 | |
| 10.14% |
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.
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 were based on the associates’ financial statements that have been audited.
Fair values (Level 1) of investments in associates with available published price quotation are summarized as follows
Name of Associate December 31, 2021 December 31, 2020 Medigen Biotechnology Corporation $ 808,960 $ 834,328
29
All the associates are accounted for using the equity method.
The Company’s share of profit and other comprehensive income of associates for the years ended December 31, 2020 and 2019 were based on the associates’ financial statements audited by independent auditors for the same period.
Medigen Biotechnology Co., Ltd. (Individual Financial Statement)
| Current assets Non-current assets Current liabilities Non-current liabilities Equity 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 $ 655,193 2,483,180 ( 314,480 ) ( 429,506 ) $ 2,394,387 10.11% $ 242,073 ( 40,426 ) 306,320 ( 35,332 ) $ 472,635 2021 $ 36,312 ( $ 52,614 ) ( 14,741 ) ($ 67,355 ) |
December 31, 2020 |
|---|---|---|
| $ 483,438 2,143,970 ( 383,840 ) ( 428,150 ) $ 1,815,418 10.14% $ 184,166 ( 40,426 ) 306,320 ( 35,332 ) $ 414,728 2020 |
||
| $ 41,845 ( $ 337,923 ) ( 24,430 ) ($ 362,353 ) |
13. PROPERTY, PLANT AND EQUIPMENT
| Cost Balance at January 1, 2021 Additions Disposals Balance at December 31, 2021 Accumulated depreciation and impairment Balance at January 1, 2021 Depreciation Disposals Balance at December 31, 2021 Carrying amounts at December 31, 2021 Cost Balance at January 1, 2020 Additions Disposals Balance at December 31, 2020 Accumulated depreciation and impairment Balance at January 1, 2020 Depreciation Disposals Balance at December 31, 2020 Carrying amounts at December 31, 2020 |
Land | Building | Machinery and Equipment |
Office Equipment |
Transportatio n Equipment |
Transportatio n Equipment |
Other Equipment |
TOTAL | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ 99,019 - - $ 99,019 $ - - - $ - $ 99,019 $ 99,019 - - $ 99,019 $ - - - $ - $ 99,019 |
$ 131,477 - - $ 131,477 $ 74,093 5,199 - $ 79,292 $ 52,185 $ 137,170 252 ( 5,945 ) $ 131,477 $ 74,690 5,348 ( 5,945 ) $ 74,093 $ 57,384 |
$ 810 105 ( 495 ) $ 420 $ 635 201 ( 495 ) $ 341 $ 79 $ 1,480 - ( 670 ) $ 810 $ 1,076 229 ( 670 ) $ 635 $ 175 |
$ 1,483 143 - $ 1,626 $ 678 243 - $ 921 $ 705 $ 1,935 106 ( 558 ) $ 1,483 $ 968 268 ( 558 ) $ 678 $ 805 |
$ - 3,600 - $ 3,600 $ - 180 - $ 180 $ 3,420 $ - - - $ - $ - - - $ - $ - |
$ - 567 - $ 567 $ - 82 - $ 82 $ 485 $ 58 - ( 58 ) $ - $ 58 - ( 58 ) $ - $ - |
$ 232,789 4,415 ( 495 ) $ 236,709 $ 75,406 5,905 ( 495 ) $ 80,816 $ 155,893 $ 239,662 358 ( 7,231 ) $ 232,789 $ 76,792 5,845 ( 7,231 ) $ 75,406 $ 157,383 |
The Company carries out a periodic review of the impairment assessment for the property, plant and equipment; after the review, the Company found no indication of impairment for the
30
years ended December 31, 2021 and 2020.
The depreciated are calculated on a straight-line basis over the following estimated useful lives:
| Buildings | |
|---|---|
| Main building of plant | 5 to 50 years |
| Electrical power plant | 7 to 15 years |
| Engineering system | 8 to 10 years |
| Machinery and Equipment | 3 years |
| Transportation | 5 years |
| Office equipment | 3 to 5 years |
| Molding equipment | 2 years |
| Other equipment | 3 years |
Property, plant and equipment pledged as collateral for bank borrowings are set out in Note 28.
14. INVESTMENT PROPERTIES
| ESTMENT PROPERTIES | ||
|---|---|---|
| Completed investment properties Cost Balance at January 1, 2021 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 Balance at December 31, 2020 Accumulated depreciation and impairment Balance at January 1, 2020 Depreciation expense Balance at December 31, 2020 |
December 31,2021 $ 231,067 |
December 31,2020 |
| $ 236,210 Completed investment properties |
||
| $ 334,563 $ 334,563 ( $ 98,353 ) ( 5,143 ) ($ 103,496 ) $ 334,563 $ 334,563 ( $ 93,209 ) ( 5,144 ) ($ 98,353 ) |
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 NT$589,952,000 and NT$600,417,000, 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.
31
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 Year 4 Year 5 |
December 31, 2021 $ 16,367 13,647 14,859 - - $ 44,873 |
December 31, 2020 | December 31, 2020 |
|---|---|---|---|
| $ 6,376 4,618 2,537 - - $ 13,531 |
- c) All investment properties of the Company are its own equity. The investment properties pledged as collateral for bank borrowings are set out in Note 28.
15. OTHER ASSETS
| OTHER ASSETS | |||
|---|---|---|---|
| Current Payment in advance Others Non-current Prepayments of equipment Others BORROWINGS a. Short-term loans Secured borrowings (Note 28) -Bank loans |
December 31, 2021 $ 14 1,804 $ 1,818 $ 1,824 66 $ 1,890 December 31, 2021 $ 50,000 |
December 31, 2020 | |
| $ - 2,463 $ 2,463 $ 240 78 $ 318 December 31, 2020 |
|||
| $ 30,000 |
16. BORROWINGS
a. Short-term loans
The interest rates of bank loans were 1.2% as of December 31, 2021 and 2020.
b. Long-term borrowings
| g-term borrowings | |||||||
|---|---|---|---|---|---|---|---|
| Secured borrowings (Note 27) First Commercial Bank Long-term bank loans Bank of Taiwan Collateralized borrowing Less: Current portion of long-term borrowings Long-term bank loans |
Maturity date |
Significant Covenant |
Interest rate | December 31,2021 |
December 31,2020 |
||
| 2019.12.20 - 2024.12.20 2020.04.15 - 2023.04.14 |
Long-term credit loan, principal repayment at maturity, from December 20, 2019 to December 20, 2024, interest is monthly basis. Long-term credit loan, principal repayment at maturity, from April 15, 2020 to April 14, 2023, interest is monthly basis. |
1.45%~1.60% 1.6406% |
( |
$ 36,525 17,777 54,302 25,332 ) $ 28,970 |
( |
$ 48,352 31,111 79,463 25,160 ) $ 54,303 |
Land and buildings as collateral provided for funds borrowed from banks.
17. NOTES AND ACCOUNTS PAYABLES
32
| Account payables Account payables - caused by operation |
December 31,2021 $ 423 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 1,263 |
The repayment period of accounts receivables is 30-90 days and interest free. The financial risk management policy made by the Company is to ensure all the repayment with in the credit period.
18.OTHER LIABILITIES
| ER LIABILITIES | |||
|---|---|---|---|
| Current OTHER ACCOUNT PAYABLES Salary Payables NHI and labor insurance payables Pension Payables Bonus Payables Interest Payables Employees and Directors’ Remuneration Payables Others Non-current Guarantee Deposit |
December 31,2021 $ 6,857 1,317 874 5,938 59 74,942 3,415 $ 93,402 $ 3,264 |
December 31,2020 | |
| $ 6,410 951 1,101 5,063 47 - 2,429 $ 16,001 $ 2,458 |
19. RETIREMENT BENEFIT PLANS
Defined contribution plans
The Company 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.
20. EQUITY
a. Share capital
Ordinary shares
| Y e 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 380,000 $ 3,800,000 214,021 $ 2,140,216 |
December 31,2020 | |
| 380,000 $ 3,800,000 214,021 $ 2,140,216 |
Ordinary shares issued have a par value of NT$10, carry one vote per share and carry the right to receive dividends.
33
b. Capital surplus
| ital surplus | |||
|---|---|---|---|
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital* Conversion of bonds Gain on disposal of assets May be used to offset a deficit only Share of change in capital surplus of associates or joint ventures |
December 31,2021 $ 219,420 424 312,653 $ 532,497 |
December 31,2020 | |
| $ 219,420 424 234,986 $ 454,830 |
- 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 Company’s dividend policy as set forth in the Articles, where the Company 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 remaining profit together with any undistributed retained earnings shall be used by the Company’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 22(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 Company’s paid-in capital. The legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’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 Company.
The loss off-setting for 2020 and 2019 had been approved in the shareholders’ meetings of the Company on July 8, 2021 and June 16, 2020, respectively.
The appropriation of surplus for 2021 was proposed for the resolution of the Board of Directors meeting on March 23, 2022, the proposal is as follows:
34
| Legal surplus reserve Cash |
Appropriation of surplus $ 120,407 214,022 |
Dividend per share (NT$) |
|---|---|---|
| $ - 1.00 |
The appropriation of surplus for 2021 is subject to the resolution of the Shareholders’ Meeting of the Company in June 2022.
d. Other equity items
- 1) Exchange differences on translation of the financial statements of foreign
| d. Other equity items 1) Exchange differences on translation of the financial statements of foreign |
nts of foreign | nts of foreign | |
|---|---|---|---|
| 21. | 2021 2020 Balance at January 1 Recognized for the period ( $ 48,974 ) ( $ 40,372 ) Exchange differences arising on translation of foreign operations ( 5,602 ) ( 8,602 ) Reclassification adjustment Disposal and liquidation of subsidiaries 42,873 - Balance at December 31 ($ 11,703 ) ($ 48,974 ) 2) Unrealized valuation gain (loss) on financial assets at FVOCI 2021 2020 Balance at January 1 ( $ 18,849 ) ( $ 31,570 ) Recognized for the period Unrealized gain and loss Equity instruments 9,510 6,325 Share from associates accounted for using the equity method 8,826 6,396 Cumulative unrealized gain of equity instruments transferred to retained earnings 1,330 - Balance at December 31 $ 817 ($ 18,849 ) REVENUE 2021 2020 Revenue from contracts with customers Sales revenue $ 152,803 $ 120,961 Other operating revenue 413 3,898 $ 153,216 $ 124,859 December 31,2021 December 31,2020 Notes receivables and Accounts receivables (Note 10 & 27) $ 26,873 $ 22,539 Contract liabilities -current Sales of goods $ 1,759 $ 6,235 |
2020 | |
| ( $ 31,570 ) 6,325 6,396 - ($ 18,849 ) 2020 |
|||
| $ 120,961 3,898 $ 124,859 December 31,2020 |
|||
| $ 22,539 $ 6,235 |
35
22. Net Profit (Loss) for the Year
This year's net profit includes the following items :
| (1) | Interest Income | ||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||
| Bank Savings | $ | 604 | $ | 907 | |||
| Others | 153 | 1,232 | |||||
| $ | 757 | $ | 2,139 | ||||
| (2) | Other Income | ||||||
| 2021 | 2020 | ||||||
| Dividend Income | $ | 27 |
$ | 21 |
|||
| Rental Income | 16,873 | 6,665 | |||||
| Others | 3,251 | 15,940 | |||||
| $ | 20,151 | $ | 22,626 | ||||
| (3) | Other Profits and Losses | ||||||
| 2021 | 2020 | ||||||
| Disposal of investment | |||||||
| interests | $ | 9,793 | $ | 57,211 | |||
| Disposal of losses of intangible | |||||||
| assets | ( | 2,793 | ) | ( | 423 | ) | |
| Gains (Losses) on disposal of | |||||||
| investments by using equity | |||||||
| method | ( | 42,059 | ) | 55,665 | |||
| Mandatory profit (loss) of | |||||||
| financial assets measured at | |||||||
| fair value through profit and | |||||||
| loss | 444,879 | 130,083 | |||||
| Net foreign currency exchange | |||||||
| losses | ( | 5,803 | ) | ( | 9,183 | ) | |
| Depreciation of investment | |||||||
| property | ( | 5,143 | ) | ( | 5,144 | ) | |
| Others | ( | 6,846 |
) | 1,101 | |||
| $ | 392,028 | $ | 229,310 | ||||
| (4) | Financial Costs | ||||||
| 2021 | 2020 | ||||||
| Interest on Bank Loans | ($ | 1,137 |
) | ($ | 1,361 |
) | |
| (5) | Depreciation and Amortization | ||||||
| 2021 | 2020 | ||||||
| Fixed Assets | $ | 5,905 |
$ | 5,845 |
|||
| Investment Property | 5,143 | 5,144 | |||||
| Other Intangible Assets | 834 | 1,191 | |||||
| Total | $ | 11,882 | $ | 12,180 | |||
| Depreciation Expenses | |||||||
| Summarized by Function | |||||||
| Operating Expenses | $ | 5,905 | $ | 5,845 | |||
| Other Profits & Losses | 5,143 | 5,144 | |||||
| Total | $ | 11,048 | $ | 10,989 | |||
| Amortization Expenses | |||||||
| Summarized by Function | |||||||
| Operating Expenses | $ | 834 |
$ | 1,191 |
36
(6) Expenses of Employee’s Benefits
| Expenses of Employee’s Benefits | ||||
|---|---|---|---|---|
| Post-retirement Benefits Confirmed Distribution Plan (Note 19) Confirmed Welfare Plan Other Employee’s Benefits Total Expenses of Employee’s Benefits Summary by Function Operating Costs Operating Expenses Total |
2021 $ 3,100 - 3,100 148,902 $ 152,002 $ 4,414 147,588 $ 152,002 |
2020 | ||
| $ 3,102 37 3,139 66,979 $ 70,118 $ 5,254 64,864 $ 70,118 |
The Company 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 and supervisors Amount Remuneration of employees Remuneration of directors and supervisors |
2021 4.55% 0.98% 2021 $ 61,661 13,281 |
2020 |
|---|---|---|
| - - 2020 |
||
| $ - - |
EVERSPRING INDUSTRY CO., LTD. is 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 Company’s board of directors, please go to the “Market Observation Post System” of Taiwan Stock Exchange for inquiries.
23. Income Taxes
(1) Income Tax Recognized in Profit or Loss
The main components of income tax expenses are as follows :
| Current Tax Generated This Year Deferred Tax Generated This Year Income Tax Recognized in Profit or Loss |
2021 $ 14,420 60,507 $ 74,927 |
2020 | ||
|---|---|---|---|---|
( |
$ 6,267 1,816 ) $ 4,451 |
37
The adjustments of accounting income and current income tax expenses are as follows :
follows: |
||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Net profit before tax The income tax expenses of net |
$1,501,494 | $ | 199,719 | |
| profit before tax calculated at | ||||
| the statutory tax rate | $ | 300,299 | $ | 39,944 |
| Income not recognized in tax | ( | 21,085 ) | ( | 39,944 ) |
| Gains derived from the | ||||
| securities transactions | ( | 1,959 ) | - | |
| Losses on investments by using | ||||
| equity method | ( | 251,095 ) | - | |
| Basic income tax | 1,115 | 6,267 | ||
| Unrecognized deductible | ||||
| temporary differences | 57,464 | ( | 1,816 ) | |
| Unrecognized loss carrybacks | ( | 23,117 ) | - | |
| Surplus remitted back from the | ||||
| subsidiaries | 13,305 |
- | ||
| Income tax interest recognized | ||||
| in profit and loss | $ | 74,927 | $ | 4,451 |
| Assets of Current Tax | ||||
| December 31, 2021 | December 31, 2020 | |||
| Liabilities of Current Tax | ||||
| Income Tax Payable | $ | 1,115 |
$ | 6,153 |
- (2) Assets of Current Tax
(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 Compensation for 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 |
Opening Balance $ 5,640 452 1,523 74,174 714 $ 82,503 $ - Opening Balance $ 5,756 570 - 74,174 |
Recognized in Profit and Loss ( $ 5,640 ) ( 452 ) ( 1,300 ) ( 52,710 ) - ($ 60,102 ) $ 405 Recognized in Profit and Loss ( $ 116 ) ( 118 ) 1,523 - |
Closing Balance |
$ - - 223 21,464 714 $ 22,401 $ 405 Closing Balance |
|||
| $ 5,640 452 1,523 74,174 |
38
| Unrealized Compensation for Losses Liabilities of Deferred Tax Temporary Differences Unrealized Gross Profit Accrued Pension Liabilities |
Opening Balance 714 $ 81,214 $ 8 519 $ 527 |
Recognized in Profit and Loss - $ 1,289 ( $ 8 ) ( 519 ) ($ 527 ) |
Closing Balance | Closing Balance |
|---|---|---|---|---|
( ( ( |
714 $ 82,503 $ - - $ - |
- (4) Income Tax Verification Status
The Company's settlement and declaration of the profit-seeking enterprise income tax in 2019 and previous years has been verified by the tax collection agency.
24. Earnings Per Share
| ings Per Share | ||
|---|---|---|
| Basic earnings per share Diluted earnings per share |
Unit: NT Dollars per Share 2021 2020 $ 6.67 $ 0.91 $ 6.58 $ 0.91 |
|
Used to calculate the earnings per share and the weighted average number of ordinary shares are as follows : Current Net Profit
ordinary shares are as follows:Current Net Profit |
|||
|---|---|---|---|
| Net profit for the year 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 Company 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 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.
25. Capital Risk Management
The Company 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 Company is composed of the net debts (i.e. borrowings minus cash and cash equivalents) and the equity (i.e. capital stock, capital reserves, retained earnings and other equity items).
The Company does not have to comply with other external capital requirements.
39
26. Financial Instrument
-
(1) Fair value information – financial instruments not measured at fair value The management of the Company 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
-
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 Oversea 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 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 Total |
Level 1 $ 765,080 - - $ 765,080 $ 337 - $ 337 Level 1 $ 225,583 - $ 225,583 $ 188 - $ 188 |
Level 2 $ - - - $ - $ - - $ - Level 2 $ - - $ - $ - - $ - |
Level 3 $ - 22,264 1,077 $ 23,341 $ - 30,837 $ 30,837 Level 3 $ - 991 $ 991 $ - 21,849 $ 21,849 |
Total | ||||
| $ 765,080 22,264 1,077 $ 788,421 $ 337 30,837 $ 31,174 Total |
||||||||
| $ 225,583 991 $ 226,574 $ 188 21,849 $ 22,037 |
In 2021 and 2020, there were no transfers of fair value measurement between level 1 and level 2.
40
- 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) Investments increased Capital Reduction and Refund of Shares Closing Balance 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 $ 991 86 22,264 - $ 23,341 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 | |||
| $ 21,849 - 9,361 - ( 373 ) $ 30,837 Financial Assets Measured at fair Value Through Other Comprehensive Income and Losses |
|||
| EquityInstrument | |||
( ( |
$ 15,526 - 6,323 - $ 21,849 |
- Evaluation Technology and Input Value for Level 3 Fair Value Measurement The fair value estimation of financial assets measured at fair value through other comprehensive income and losses 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.
41
(3) Categories of Financial Instruments
| Financial Assets Financial Assets Measured at Fair Value Through Profit and Loss Financial Assets Measured at Fair Value Through Other Comprehensive Income and Losses Investment of Equity Instrument Financial Assets Measured at Amortized Cost (Note 1) Financial Liabilities Measured at Amortized Cost (Note 2) |
December 31,2021 $ 788,421 31,174 790,374 208,408 |
December 31,2020 |
|---|---|---|
| $ 226,574 22,037 285,018 137,265 |
-
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 Company 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 board of directors is responsible for overseeing risks and implementing the policies to reduce risks.
The financial management department reports quarterly to the board of directors of the Company. The board of directors is an independent organization responsible for monitoring risks and implementing policies to reduce risk
- Market Risk
The operating activities of the Company make the Company 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 Company’s risks related to market risks of financial instruments and their management and measurement methods have not changed.
- (1) Currency Risk
The Company is engaged in sales and purchase transactions denominated in foreign currencies. As a result, the Company has the risk of exchange rate changes.
42
The carrying amounts of monetary assets and monetary liabilities of the Company that are not denominated in functional currencies at the balance sheet date are detailed in Note 31.
Sensitivity Analysis
The Company is mainly affected by fluctuations in the exchange rate of the U.S. dollar.
The following table details the sensitivity analysis of the Company 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 Company, 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. The positive numbers in the following table indicate the amount of increase in net profit or equity before tax when the New Taiwan Dollar depreciates by 1% relative to each relevant currency; when the New Taiwan Dollar appreciates by 1% relative to each relevant foreign currency, its impact on net profit or equity before tax will be a negative number of the same amount.
| Profits and Losses Profits and Losses Profits and Losses |
Impact of U.S. Dollars | Impact of U.S. Dollars |
|---|---|---|
| 2021 2020 $ 371 (i) $ 279 (i) Impact of CNY |
2020 | |
| 2021 2020 $ 621 (i) $ - (i) Impact of HongKongDollars |
2020 | |
| 2021 $ 589 (i) |
2020 | |
| $ - (i) |
(i) Mainly derived from the USD, RMB and HKD-denominated monetary items of the Company 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 Company borrow funds at fixed and floating interest rates at the same time, interest rate risk is incurred. The Company manages interest rate risk by maintaining an appropriate combination of fixed and floating interest rates.
The carrying amounts of the Company's financial assets and financial liabilities subject to interest rate risk on the balance sheet date are as follows :
With Fair Value Interest Rate Risk -Financial Assets-FinancialLiabilities With Cash Flow Interest Rate Risk -Financial Assets-FinancialLiabilities |
December 31,2021 $ 330,358 54,302 552,261 50,000 |
December 31,2020 |
|---|---|---|
| $ 45,082 79,463 145,391 30,000 |
43
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 Company 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 Company's net loss before tax for 2021 and 2020 will increase/ decrease by NT$1,256,000 and NT$288,000, mainly due to the part of risk of interest rate changes caused by bank deposits and bank borrowings of the Company's floating interest rate calculation.
- (3) Other Price Risks
The Company incurs the equity price risk due to the listed (OTC) equity securities investment. The equity price risk of the Company is mainly concentrated on the equity instruments of the ROC Stock Exchange. The equity price risk of the Company 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$7,884,000 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$312,000 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$2,266,000 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$220,000 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 Company in the consolidates financial statements. As of the balance sheet date, the maximum credit risk of the Company that may cause financial losses 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.
- Liquidity Risk
The Company 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 Company 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 Company 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 of the probability of the bank immediately executing the right; the maturity analysis of
44
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
| Pay on Demand or Less Than 1 Month Non-derivative Financial Liabilities Floating Interest Rate Instruments $ 50,049 Fixed Interest Rate Instruments - $ 50,049 December 31, 2020 Pay on Demand or Less Than 1 Month Non-derivative Financial Liabilities Floating Interest Rate Instruments $ 30,030 Fixed Interest Rate Instruments - $ 30,030 |
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 |
||
|---|---|---|---|---|---|---|---|---|---|---|
| $ - - $ - 1 to 3 Months |
$ - 26,145 $ 26,145 3 Months to 1 Year |
$ - 30,134 $ 30,134 1 to 5 Years |
$ - - $ - More Than 5 Years |
|||||||
Non-derivative Financial Liabilities Floating Interest Rate Instruments Fixed Interest Rate Instruments |
||||||||||
| $ 30,030 - $ 30,030 |
$ - - $ - |
$ - 26,005 $ 26,005 |
$ - 56,083 $ 56,083 |
$ - - $ - |
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 Guaranteed Bank Overdraft Line -Used Amount-Unused Amount |
December 31,2021 $ 104,302 245,698 $ 350,000 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 109,463 204,537 $ 314,000 |
45
27. Related Parties Transactions
The transactions between the Company and related parties are as follows :
- (1) Name and Relations of Related Parties
Relations with Name of Related Parties the Company Worldtrend Co., Ltd. (Worldtrend) Subsidiary Huachen Apartment Building Management & Maintenance Co., Second-tier Ltd. (Huachen) subsidiary UNIINN Technology Co., Ltd. (Referred to as UNIINN Co.) Subsidiary Tung Sheng Development Corporation (Referred to as Tung Subsidiary Sheng Development) PHASE ELECTRONICS (UK) LTD. (Referred to as PHASE) Subsidiary EVERSPRING TECH USA, INC. (Referred to as US Subsidiary EVERSPRING) EVERSPRING INDUSTRY (S) PTE LTD. (Referred to as Subsidiary Singapore EVERSPRING) Dongguan Li Yuan Electronics Co., Ltd. (Referred to as Subsidiary Dongguan Li Yuan Co.) Dongguan Found Chain IOT Co., Ltd. (Referred to as Dongguan Subsidiary Found Chain Co.) Ningbo Guanglian Electronics Co., Ltd. (Referred to as Ningbo Subsidiary Guanglian) Everspring Lubricant Co., Ltd. (Referred to as Lubricant Co.) Subsidiary Medigen Vaccine Biologics Corporation (Referred to as Other Affiliated Medigen Vaccine) Company Tong Chuang Construction and Development Co., Ltd. Other Affiliated (Referred to as Tong Chuang Co.) Company
(2) Operating Revenues
Category/Name of Related
| Category/Name of Related | |||||
|---|---|---|---|---|---|
| Account Item Sales Revenues Other Operating Revenues |
Parties Subsidiary Worldtrend US EVERSPRING Others Subsidiary Other Affiliated Company Tong Chuang Co. Others |
2021 $ 621 3,381 567 $ 4,569 $ 872 2,080 17 $ 2,969 |
2020 | ||
| $ 18,714 7,336 1,510 $ 27,560 $ 867 2,110 - $ 2,977 |
The allowance on construction payments from the Company to Tong Chuang Co. in 2021 was NT$2,566,000.
The sales prices of the Company's products sold to related parties in 2021 and 2020 are calculated based on the Company's product cost plus. The terms of collection are within 60-360 days after the end of the month, which is the same as that of general domestic customers.
46
There are no major differences between the sales prices and payment transaction conditions from the general manufacturers.
- (3) Purchase
| Purchase | ||||
|---|---|---|---|---|
| Category/Name of Related Parties Subsidiary Dongguan Found Chain Co. Dongguan Li Yuan Co. Ningbo Guanglian Others |
2021 $ 111,623 - - - $ 111,623 |
2020 | ||
| $ 11,772 73,273 2,911 1,275 $ 89,231 |
The Company purchases goods from related parties in 2021 and 2020, some payment methods adopt the method of offsetting creditor’s rights and debts, and some are payment within 30 days after the month end.
- (4) Accounts Receivable from the Related Parties
| Account Item Accounts Receivable Other Receivables |
Category/Name of Related Parties Subsidiary Dongguan Found Chain Co. US EVERSPRING PHASE Others Other Affiliated Company Tong Chuang Co. Subsidiary Tong Chuang Co. Singapore EVERSPRING PHASE Others |
December 31, 2021 $ 368 2,520 - 108 - $ 2,996 $ - - - 22 $ 22 |
December 31, 2020 |
December 31, 2020 |
|---|---|---|---|---|
| $ - 751 774 353 3,709 $ 5,587 $ 60,000 10,170 907 27 $ 71,104 |
No guarantee is received for the outstanding accounts receivable from related parties. No allowance for losses is provided for the accounts receivable from related parties in 2021 and 2020.
47
Other accounts receivable from related parties including loans to related parties is as follows :
Category of Related Parties December 31, 2021 December 31, 2020 Other Receivables Subsidiary Tung Sheng - Development $ $ 60,000
(5) Accounts Payable to Related Parties (Not Including Borrowings from Related Parties)
Category/Name of Related December 31, December 31, Account Item Parties 2021 2020 Accounts Subsidiary Payable Dongguan Found $ 10,020 $ 8,145 Chain Co. Ningbo Guanglian Co. - 1,466 UNIINN - 724 Second-tier subsidiary Huachen 177 - $ 10,197 $ 10,335 Other Payable Subsidiary Worldtrend $ 84 $ 203 (6) Pre-payments Category/Name of Related Parties December 31, 2021 December 31, 2020 Subsidiary Worldtrend $ 36 $ 72
- (7) Obtain Financial Assets and Long-term Investment by using the equity method 2021
Number of Category of Related Way of Shares Transaction The Price Related Parties Parities Account Item Obtaining Traded Subject Obtained Subsidiary UNIINN Long-term Purchase 988 Stock $ 17,931 investment by using equity method
In 2021, the Company acquired the shares of WORLDTREND from UNINN for 4.64%. Please refer to Note 12.
2020
Related Parities Participating Number of Category of in the Bidding Way of Shares Transaction The Price Related Parties Auction Account Item Obtaining Traded Subject Obtained Other Affiliated Medigen Financial assets Cash 658 Stock $ 52,584 Company Vaccine measured at fair capital value through increase profit and loss
48
(8) Rental Income
Category/Name of Related
Account Item Parties 2021 2020 Rental Income Subsidiary Worldtrend $ 1,572 $ 1,572 Others - 545 $ 1,572 $ 2,117
The lease contract between the Company and its subsidiaries is to negotiate the rents with reference to the market conditions, and the rent collection is equivalent to that of non-related parties, and the rent income is calculated on a monthly basis.
(9) Others
| Others | |||||
|---|---|---|---|---|---|
| Account Item Interest Income |
Category/Name of Related Parties Subsidiary Tung Sheng Development |
2021 $ 153 |
2020 | ||
| $ 1,232 |
(10) Reward for Key Management
The total remuneration for directors and other key management in 2021 and 2020 is as follows :
follows: |
||||
|---|---|---|---|---|
| Short-term Employee Benefits | 2021 $ 25,845 |
2020 | ||
| $ 8,031 |
The remuneration of directors and other key management is determined by the remuneration committee in accordance with individual performance and market trends.
28. Pledged Assets
The following assets (accounting for property, plant and equipment, and investment property) have been provided as collateral for bank's borrowings :
| Land Building |
December 31,2021 $ 164,901 123,831 $ 288,732 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 164,901 129,731 $ 294,632 |
29. Significant Contingent Liabilities and Unrecognized Commitments
The Company 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 EVERSPRING INDUSTRY CO., LTD. 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 Company issued guaranteed bills payable for bank loans is NT$120,000,000 and NT$120,000,000, respectively.
30. 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.
49
-
(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 Company, 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.
-
The essence of Everspring Company’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.
50
31. Information on the Significant Impact of Foreign Currency Assets and Liabilities
The following information is summarized and expressed in foreign currencies other than the Company's functional currencies. The disclosed exchange rates refer to the exchange rates of these foreign currencies into functional currencies. The foreign currency assets and liabilities with significant impact are as follows:
| December 31, 2021 Financial Assets Monetary Items USD CNY EUR HKD Non-monetary Items USD Financial Liabilities Monetary items USD December 31, 2020 Financial Assets Monetary Items USD CNY SGD EUR Non-monetary Items USD Financial Liabilities Monetary items USD |
Foreign Currency $ 1,343 14,298 32 16,592 39 5 Foreign Currency $ 1,021 883 234 65 35 42 |
Exchange Rate 27.680 (USD:TWD) 4.344 (CNY:TWD) 31.320 (EUR:TWD) 3.549 (HKD:TWD) 27.680 (USD:TWD) 27.680 (USD:TWD) Exchange Rate 28.480 (USD:TWD)4.377 (CNY:TWD)21.560 (SGD:TWD)35.020 (EUR:TWD)28.480 (USD:TWD)28.480 (USD:TWD) |
Carrying Amount |
|---|---|---|---|
| $ 37,179 62,112 992 58,884 1,077 126 Carrying Amount |
|||
| $ 29,078 3,865 5,045 2,276 991 1,200 |
The net foreign currency exchange losses of the Company in 2021 and 2020 were NT$5,803,000 and NT$9,183,000 respectively. Due to the various types of functional currencies of the Company, therefore, it is impossible to disclose the exchange profits and losses according to the foreign currencies of each significant impact.
51
32. 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 (excluding investment in subsidiaries' affiliates): 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. Investee information: Please refer to Table 4.
2. Information on investments in the Mainland Area:
-
A. An investee company in the Mainland Area shall disclose information of 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% or more of the insurance enterprise's equity: Please refer to Table 7.
52
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 % |
Nature of Loan (Note 3) |
Amount of Transactions with the Borrower (Note 4) |
Reason for Short-erm 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 Ningbo Guanglian Electronics 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 |
1,564,374 213,126 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.
53
Everspring Industry Co., Ltd. and Subsidiaries Holding of Securities at the End of the Period Year ended December 31, 2021
Table 2
Unit: NT$ thousand
| Securities held by | Marketable securities | Relationship with the securities issuer |
General ledger account | As of December 31,2020 | As of December 31,2020 | As of December 31,2020 | As of December 31,2020 | F o o t n o t e | |
|---|---|---|---|---|---|---|---|---|---|
| Number of shares (in thousands) |
Book Value | Ownership (%) |
Fair Value | ||||||
| Everspring Industry Co., Ltd. | Stock Medigen Vaccine Biologics U-GEN Biotechnology Inc. TATUNG CO. NANKANG Rubber Tire Corp. Ltd. Stock Fubon Financial Bonds Lanka Graphite Limited Fund ARCH VENTURE FUND Stock Eleceram Technology Co., Ltd. UWIN Technologies Co., Ltd. |
--------- |
Current financial assets at fair value through profit or loss 〃〃〃Current financial assets at fair value through other comprehensive profit or loss Amortized cost financial assets. AC financial assets Non-Current financial assets at fair value through profit or loss Non-Current financial assets at fair value through other comprehensive profit or loss 〃 |
2, 2, 1, 1, |
$654,848 22,264 65,200 45,032 $ 787,344 $ 337 $- (Note 1)$ 1,077 $ 30,837 - $ 30,837 |
1.04 0.35 - - - - - 13.77 5.44 |
$ 654, 22,264 65,200 45,032 1,077 30,837 - |
@299 @32.6 @40.1 @76.30 - |
|
| $ 30,837 - $ 30,837 |
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). Note 3: The company has disclosed the relevant information of the reinvestment business in the consolidated financial statements. Please refer to the consolidated financial report of 2021 issued by the company for details.
54
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% |
55
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 hel | d as at Decembe | r 31,2021 | r 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) |
O w n e rs h i p ( % ) |
Book value | ||||||||
| Everspring Industry Co., Ltd. |
EVERSPRING INDUSTRY (S) PTE LTD. EVERSPRING TECH USA, INC. WorldTrend Co., Ltd. UNIINN TECHNOLOGY CO., LTD.. Tung Sheng Development Corporation Medigen Biotechnology Corporation PHASE ELECTRONICS |
10 Anson Road #13-12 International Plaza Singapore 0207 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 |
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. |
$ 156,075 129,225 284,346 488,851 438,000 588,611 - |
$ 632,541 129,225 266,415 488,851 88,000 588,611 127,323 |
4,000 260 21,264 44,847 43,800 14,093 - |
100 94.55 100 100 65.80 10.11 - |
$ 71,035 4,793 467,010 532,815 425,583 472,635 - $ 1,973,871 |
$ 916,349 406 177,040 159,657 33,647 ( 52,614 ) ( 80 ) |
$ 916,349 383 169,295 152,803 22,140 ( 5,417) ( 80 ) $ 1,255,473 |
Subsidiaries〃〃〃〃Investee company evaluated by the equity method Subsidiaries |
Note 1: The Company has disclosed the relevant information of the reinvestment business in the consolidated financial statements. Please refer to the consolidated financial report of 2021 issued by the Company for details. Note 2: PHASE ELECTRONICS was liquidated on May 5, 2021, and the Company reported to MOEA for filing on May 14, 2021.
56
Everspring Industry Co., Ltd. and Subsidiaries Information on investments in Mainland China gains or losses Year ended December 31, 2021
Table 5
Unit: NT$/Foreign currency in thousands
| Investee in Mainland China |
Main business activities |
Paid-in capital | Investment method |
Accum amo remittan Taiw Mainlan as of Dec 20 |
ulated unt of ce from an to d China ember 31, 21 |
Amount remitted fro China/ Amount remitt theyear ended D |
m Taiwan to Mainland ed back to Taiwan for ecember 31,2021 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2021 |
Net income (loss) of investee as of December 31, 2021 |
Net income (loss) of investee as of December 31, 2021 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognized by the Company for the year ended December 31, 2021 (Note 2(2) 2.) |
Book value of investments in Mainland China as of December 31, 2021 |
Accumulated amount of investment income remitted back to Taiwan as of December 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
|||||||||||||
| DONGGUAN LI YUAN ELECTRONIC S CO., LTD. NINGBO GUANGLIAN ELECTRONIC S CO., LTD. EVERSPRING LUBRICANT CO., LTD. Dongguan Found Chain IOT CO., LTD. |
Manufacture, processing, and trading of various types of burglar alarm Manufacture, processing, and trading of various types of burglar alarm Import and export business of sales of lubricating oil, self-operation and agency of various commodities and technologies Research and development, production and sales of intelligent security monitoring equipment |
RMB 123,922 RMB 3,022 RMB 3,000 RMB 19,999 |
Note 1 (2) Note 1 (2) Note 1 (5) Note 1 (6) |
USD ( NT$ USD ( NTD USD ( NTD |
16,184 515,438 ) 400 12,720 ) - 2,129 60,647 ) |
$ - - - - |
$ - - - - |
USD 16,184 ( NTD 515,438 ) USD 400 ( NTD 12,720 ) - USD 2,129 ( NTD 60,647 ) |
( RMB$ 7,1 ( NTD 31,0 ( RMB 5,9 ( NTD 25,9 ( RMB 7 ( NTD 3,1 ( RMB 2,1 ( NTD 9,3 |
02 ) 78 ) 36 ) 88 ) 34 ) 97 ) 03 ) 19 ) |
- - 100 100 |
( RMB 7,102 ) ( NTD 31,078 ) ( RMB 5,936 ) ( NTD 25,988 ) ( RMB 734 ) ( NTD 3,197 ) ( RMB 2,103 ) ( NTD 9,319 ) |
RMB - NTD - RMB - NTD - RMB 1,331 NTD 5,782 RMB 15,343 NTD 66,650 |
( SGD 28,300 ) ( NTD 589,210 ) - - - |
| 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 30 December 2020. Dongguan Found Chain IOT CO., LTD has the 100% equity interest of EVERSPRING LUBRICANT CO., LTD on 100%, 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 26 August 2020. Dongguan Found Chain IOT CO., LTD has the 100% equity interest of NINGBO GUANGLIAN ELECTRONICS CO., LTD. on 100%, 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 meeting on January 11, 2021 resolved that to sell DONGGUAN LI YUAN ELECTRONICS CO., LTD. to the non-related party, Dongguan Huatang Yueshan Investment Co., Ltd. The registration of alteration for the business license of DONGGUAN LI YUAN ELECTRONICS CO., LTD. was completed on January 18, 2021, and the Company received the payment in February 2021 and completed the handover process.
-
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.
57
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 |
94 | $ - | - |
-
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.
58
Everspring Industry Co., Ltd. and Subsidiaries Major shareholders information Year ended December 31, 2021
Table 7
| 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”.
59
Everspring Industry Co., Ltd. and Subsidiaries The Contents of Statements of Major Accounting Items
Item Statements Index Major Accounting Items in Assets, Liabilities and Equity Statement of cash and cash equivalents Statement 1 Statement of accounts receivable Statement 2 Statement of inventories Statement 3 Statement of changes in investments accounted for using equity Statement 4 method Statement of changes in property, plant and equipment Note 13 Major Accounting Items in Profit or Loss Statement of operating costs Statement 5 Statement of production overheads Statement 6 Statement of operating expenses Statement 7 Statement of labor, depreciation and amortization by function Statement 8
60
Everspring Industry Co., Ltd. and Subsidiaries Statement of cash and cash equivalents December 31, 2021
(Unit: NT Dollars in thousands; Foreign Currencies in thousands, unless less than one thousand, expressed in a full amount)
Statement 1
| Item Petty cash and cash on hand Checking deposits Demand deposits -NTD-USD-HKD-GBP-EUR-CNY-AUDRepurchase bond |
Description (USD 395,000 @27.680) (HKD 18,000 @3.549) (GBP 502 @37.300) (EUR 29,000 @31.32) (CNY 797,000 @4.344) (AUD 57 @21.95) |
Amount | |
|---|---|---|---|
| $ 396 5 419,399 10,921 66 19 922 1,025 1 432,353 330,358 $ 763,112 |
61
Everspring Industry Co., Ltd. and Subsidiaries Statement of accounts receivable December 31, 2021
(All Amounts Expressed in Thousands of New Taiwan Dollars)
Statement 2
| Item TIMEGUARD LTD. HONEYWELL MIDDLE EAST FZE Tyco Fire & Security GMBH Others (Note) Less: Allowance for doubtful accounts |
Amount | |
|---|---|---|
( |
$ 11,317 4,825 2,803 4,332 23,277 15 ) $ 23,262 |
Note: The balance amount of each customer all are less than 5% of the account amount.
62
Everspring Industry Co., Ltd. and Subsidiaries Statement of inventories December 31, 2021
(All Amounts Expressed in Thousands of New Taiwan Dollars)
Statement 3
| Item Raw materials and supplies Finished goods Work in process |
Description | Amount(Note) | Amount(Note) | Amount(Note) | |
|---|---|---|---|---|---|
| Cost $ 411 2,798 4,303 $ 7,512 |
Net Realizable Value | ||||
| $ 411 2,798 4,303 $ 7,512 |
Note: When comparing cost with net realizable value, the classification comparison method is adopted. Net realizable value means the balance of the estimated interest price under normal circumstances after deducting the costs and selling expenses that need to be invested to the completion.
63
Everspring Industry Co., Ltd. and Subsidiaries Statement of changes in investments accounted for using equity method December 31, 2021
(All Amounts Expressed in Thousands of New Taiwan Dollars/Shares, Unless Specified Otherwise)
Statement 4
| Name EVERSPRING INDUSTRY (S) PTE LTD. (Note 1) EVERSPRING TECH USA, INC. (Note 2) WorldTrend Co., Ltd. (Note 3) UNIINN TECHNOLOGY CO., LTD. (Note 4) Tung Sheng Development Corporation (Note 5) Medigen Biotechnology Corporation (Note 6) PHASE ELECTRONICS (UK) LTD. (Note 7) |
Balance,January1,2021 Shares (In Thousands) Amount 31,462 $ 319,660 260 4,545 20,275 304,309 44,847 353,009 8,800 73,362 14,093 414,728 2,396 - $ 1,469,613 |
Balance,January1,2021 Shares (In Thousands) Amount 31,462 $ 319,660 260 4,545 20,275 304,309 44,847 353,009 8,800 73,362 14,093 414,728 2,396 - $ 1,469,613 |
Additions Shares (In Thousands) Amount - $ - - - 989 17,931 - - 35,000 350,000 - - - - $ 367,931 |
Additions Shares (In Thousands) Amount - $ - - - 989 17,931 - - 35,000 350,000 - - - - $ 367,931 |
Decrease Shares (In Thousands) Amount ( 27,462 ) ( $ 1,166,699 ) - - - ( 39,991 ) - - - - - - ( 2,396 ) - ($ 1,206,690 ) |
Collateral using equity method $ 918,074 248 184,761 179,806 2,221 57,907 - $ 1,343,017 |
Balance,December 31, | Balance,December 31, | Balance,December 31, | 2021 Amount $ 71,035 4,793 467,010 532,815 425,583 472,635 - $ 1,973,871 |
Market Value or Net Assets Value Unit Price Total Amount - $ - - - - - - - - - 57.4 - - - |
Collateral |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares (In Thousands) 31,462 260 20,275 44,847 8,800 14,093 2,396 |
Shares (In Thousands) - - 989 - 35,000 - - |
Shares (In Thousands) ( 27,462 ) - - - - - ( 2,396 ) |
Shares (In Thousands) 4,000 260 21,264 44,847 43,800 14,093 - |
% 100.00 94.55 100.00 100.00 65.80 10.11 |
Unit Price - - - - - 57.4 - |
||||||||
None〃〃〃〃〃〃 |
Note 1: It includes an investment profit of NT$916,349 thousand recognized following the equity method, a decrease of NT$4,774 thousand in the foreign currency translation adjustment, an increase of NT$6,499 thousand in the investment adjusted by the downstream transaction in the current period, and remittance of NT$597,412 thousand and NT$569,287 thousand for the earning surplus and the reduction of paid-in capital.
Note 2: Including NT$383 thousand of investment interests recognized by the equity method and NT$135 thousand decreases in foreign currency translation adjustment in the current period.
Note 3: It includes the recognition of investment benefits under the equity method of NT$169,295 thousand, the decrease of foreign currency translation adjustment of NT$95 thousand, the decrease of unrealized profit and loss of financial assets of NT$152 thousand, the increase of capital reserve – the long-term investment of NT$15,624 thousand, the receipt of dividends of NT$39,991 thousand, the increase of actuarial profit and loss of defined benefits of NT$89 thousand, and the increase of investments of NT$17,931 thousand.
Note 4: It includes the recognition of investment benefits under the equity method of NT$152,803 thousand, the decrease of foreign currency translation adjustment of NT$7 thousand, the increase of unrealized profit and loss of financial assets of NT$9,862 thousand, the increase of capital reserve – the long-term investment of NT$17,148 thousand.
Note 5: It includes an investment loss of NT$22,140 thousand recognized under the equity method in the current period, the decrease of capital reserve – the long-term investment of NT$19,919 thousand, and the increase of investments of NT$350,000 thousand. Note 6: It includes an investment loss of NT$5,417 thousand recognized under the equity method, a decrease in foreign currency translation adjustments of NT$585 thousand, the decrease in unrealized gains and losses of financial assets of NT$884 thousand, an increase in capital reserve – the long-term investment of NT$64,814 thousand and a decrease in actuarial gains and losses for determining benefits of NT$21 thousand in the current period.
Note 7: It includes the investment loss of NT$80 thousand recognized following the equity method and the decrease of foreign currency translation adjustment of NT$6 thousand. Due to the liquidation of PHASE ELECTRONICS (UK) LTD. in the current period, the beginning credit balance of investments by using the equity method amounting to NT$728 thousand was transferred to the other liabilities, an investment loss of NT$80 thousand recognized under the equity method and the foreign currency translation adjustments of (NT$6) thousand were recognized as the loss for disposal and liquidation of the subsidiary, amounting to NT$814 thousand. In addition, the foreign currency translation adjustments of NT$7,600 thousand was also recognized as the loss for disposal and liquidation of the subsidiary due to the liquidation.
64
Everspring Industry Co., Ltd. and Subsidiaries Statement of operating costs December 31, 2021
(All Amounts Expressed in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
Statement 5
| Item Cost of goods sold Direct raw material Add: raw materials, beginning of year Purchases in the current period Less: raw materials, end of year raw materials sold Raw materials consumed Manufacturing overheads Manufacturing costs Add: supplies purchased Cost of finished goods Add: cost of raw materials sold Cost of products sold Cost of goods sold for purchased goods Add: goods, beginning of year current purchase Less: goods, end of year other consumption of goods Cost of goods sold for purchased goods Other operating costs Total cost of goods sold |
Amount |
|---|---|
| $ 2,057 94 ( 411 ) ( 1,740 ) - 4,710 4,710 - 4,710 1,740 6,450 4,029 128,972 ( 2,798 ) ( 1,395 ) 128,808 6,535 $ 141,793 |
65
Everspring Industry Co., Ltd. and Subsidiaries Statement of production overheads December 31, 2021
(All Amounts Expressed in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
Statement 6
| Item Salary and Wages Insurance of labors Others (note) |
Amount | |
|---|---|---|
| $ 3,670 400 640 $ 4,710 |
Note: Amount of each item is less than 5% of the account amount.
66
Everspring Industry Co., Ltd. and Subsidiaries Statement of Operating expenses December 31, 2021
(All Amounts Expressed in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
Statement 7
| Item Selling expenses Salary and Wages Insurance Others (note) General and administrative expenses Salary and Wages Directors’ remuneration Insurance Depreciation Professional service fees Others (note) Research and development expenses Salary and Wages Technical services fee Insurance Others (note) Gain on reversal of expected credit impairment loss Total |
Description | Amount | |
|---|---|---|---|
( |
$ 15,373 757 3,035 19,165 42,673 14,963 1,889 5,601 8,845 8,440 82,411 63,874 7,546 3,039 7,793 82,252 128 ) $ 183,700 |
Note: Amount of each item is less than 5% of the account amount.
67
Everspring Industry Co., Ltd. and Subsidiaries Statement of Operating expenses December 31, 2021 and 2020
(All Amounts Expressed in Thousands of New Taiwan Dollars, Unless Specified Otherwise) Statement 8
| Nature Salary and Wages Labor and health insurance fees Pension expense Directors' remuneration Others employee benefit expense Depreciation Amortization |
2021 | Total $ 125,590 5,848 3,100 14,963 2,502 5,905 834 $ 158,742 |
2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating costs $ 3,670 394 194 - 156 82 - $ 4,496 |
Operating expenses $ 121,920 5,454 2,906 14,963 2,346 5,823 834 $ 154,246 |
Operating costs $ 4,438 437 202 - 177 - - $ 5,254 |
Operating expenses $ 53,240 5,013 2,937 1,634 2,040 5,845 1,191 $ 71,900 |
Total | ||||||||
| $ 57,678 5,450 3,139 1,634 2,217 5,845 1,191 $ 77,154 |
Note:
-
As of December 31, 2021 and 2020, the Company had 73 employees for both years, including 7 non-employee directors for both years.
-
A company whose stock is listed for over-the-counter securities exchange shall additionally disclose the following information:
-
(1) Average employee benefit expense in 2021 was $2,076 thousand and in 2020 was $1,038 thousand.
-
(2) Average employee salaries in 2021 were $1,903 thousand and in 2020 were $874 thousand.
-
(3) Adjustments of average employee salaries were 118%.
-
The Company has set up an audit committee to replace the supervisor, so there is no supervisor remuneration.
-
The remuneration policies of the directors, managers, and employees of the company are as follows:
-
(1) Directors
-
I. Directors' emoluments Based on the degree of participation and contribution value to the company's operation, the expenses shall be determined by the board of directors according to the average level of the industry.
-
II. Directors' remuneration
- When the company is profitable, it shall be paid according to the provision ratio of the Articles of Association (not more than 3%).
-
III. Attendance fee of directors
- It shall be paid according to the number of times that he attends the functional committees such as the board of directors, the Remuneration Committee, and the audit committee in person.
-
-
(2) Managers The remuneration to be paid to the company manager shall be determined by the Remuneration Committee based on his position, contribution, and the company's operating performance for the year and submitted to the board for resolution.
-
(3) Employees
To maintain the competitiveness of the overall remuneration, the Company conducts annual salary surveys to measure the salary level of the market and considers the Company's operating performance and future development to formulate a reward plan. The Company implements the performance-oriented policy and provides differentiated rewards based on individual performance to reward the contribution of colleagues.
68
Note: "Directors' emoluments" means the emoluments, retirement pensions, directors' emoluments, and business execution fees received by all directors, excluding salaries, health insurance, pension, and other welfare expenses received for concurrent employment.
69